You are on page 1of 8

Work Order No.

: AEL/WO/25/2010
Date: 04/06/2010

DELL Enterprises,
Shop No.9, Vishwakarma Palace,
Near Chandra Vilas Lauge,

Kind Attn: Mr. Sunil Vithal Patil/Mr. Maruti Shankar Patil

Dear Sir,

Sub: Work Order for Soil Excavation works.

With reference to the above mentioned subject, we received your proposal dated 01 June 2010 and we are
pleased to issue you the work order for soil excavation works at our project site at Sangadewadi, Vadval &
Khanav villages (the proposed site) on the following terms and conditions:

(For sake of convenience, ADLABS Entertainment Ltd. is hereinafter referred to as “ADLABS” or “Owner” and
DELL Enterprises is hereinafter referred to as “AGENCY”)


ADLABS is planning to carry out Soil Excavation works at the proposed site which includes but not limited to Soil
excavation, cutting, filling and leveling works. The engagement of the AGENCY through this work order is for
providing the services as per scope given below.


The Scope of work includes but not limited to following

a) Clearing of site including but not limited to removing of vegetation, shrubs, bushes etc. complete
b) Excavation in Black Cotton Soil, Soft Soil, Soft Murum & Hard Murum,
c) Removing of excavated Rock Boulders and shifting the soil, murum, boulders within site premises etc.
d) Earth filling with approved excavated material (available from excavation within site including soil,
murum, boulder, hard rock etc.) including filling in layers of 300 mm thk., Watering to achieve
required OMC and compaction with 8 -10 MT roller.

Note: Quality of the work shall be certified by the Site In-Charge and / or external Project Management agency
directly appointed by ADLABS


a) Leveled Land prepared after Completion of work under the scope of work above.


Work to be completed as per the approved schedule given by ADLABS or the Site In Charge and / or
external Project Management Agency directly appointed by ADLABS


In consideration of the AGENCY renders satisfactorily the entire services described herein in accordance
with the terms hereof as per the program and schedule agreed herein, ADLABS shall pay at the rate as

9 Floor, Lotus Business Park, New Link Road, Andheri (West), Mumbai 400 053, India. T: +91-22-4068 00 00 F: +91-22-4068 00 88
Sr, Description Approximate Rate (per Cu. Mt.)
No. Quantity
1 Excavation works complete as As Certified by the 110.00 INR ( Rs. 60 per cu.m for
per the Scope of Work site in charge/PMC excavation & Rs. 50 per cu.m for filling,
leveling &compacting)

Service taxes as applicable will be extra. TDS will be deducted as per standard norms.

The agency shall agree that the above rates are fixed and final up to the Completion of the scope of work
or 12 months whichever is early during the currency of the contract. If the services of the AGENCY as
defined in this document are required beyond the above mentioned period, mutually agreed escalation in
fees shall be paid to the AGENCY for the balance pending services only.

The AGENCY shall pay appropriate royalty if necessary to be paid to any local authority or the state
government on behalf of ADLABS and ADLABS shall reimburse as per actual to the AGENCY upon receipt of
payment in original.


The defect liability period will be of 12 months (calendar), starting from the respective day of completion
of each stage, as certified by the Site in Charge/ PMC issues the Completion certificate.


Payment will be against production of running bills on every 15 days as certified by the site in charge
appointed by ADLABS.

2.5 % of certified bill value in the form Security deposit will be deducted from each bill and will be retained
with us till the completion of defect liability period.

5% of certified value will be deducted from each RA Bill, as a Retention Amount. 50% of the Retention
Money will be refunded on the Completion of the work, after deducting the amount of expenses if any
due under this contract. 50% of the Balance Retention amount will be refunded after successful
completion of the Defect Liability period, after deducting the amount of expenses if any due under this


a. ADLABS holds the right to terminate the contract at any point of time during the term of this
Engagement without assigning any reasons. In the event if the work quality of the Agency is very poor
then ADLABS shall have the right to terminate this Engagement ADLABS shall intimate to the
contractor in written towards rectification of the said reasons. In the event the Agency does not
rectify the lapses/ breaches within 15 days from the date of receipt of written notice from ADLABS
regarding the same, ADLABS may terminate this Engagement with immediate effect.
b. This Agreement shall be terminable by either party giving the other 15 days written notice to that
effect, and at the expiry of the said notice this Agreement shall cease and determine and the In the
event of termination as per Clause 8 a. hereinabove the AGENCY shall hand over the ADLABS all
drawings, documents and papers whatsoever relating to the work in its possession. ADLABS shall
immediately make payment of the amounts due to the Agency up till the date of termination of this
c. If the project is entirely abandoned or suspended in whole or in part or if this Agreement is
terminated, ADLABS agrees to pay to the AGENCY the fees to the extent of the stage completed by
the Agency and as certified by the Site In Charge.
d. In case of termination of this Agreement and / or discharge of the AGENCY under this Agreement, the
AGENCY shall in such case lose and forfeit all its interests whatsoever under this Agreement.
e. The termination of the Work order shall not effect or prejudice the accrued rights of the ADLABS.
f. For all intents and purposes, this contract shall be deemed to have been concluded at MUMBAI and
shall be subject to MUMBAI jurisdiction.

9 Floor, Lotus Business Park, New Link Road, Andheri (West), Mumbai 400 053, India. T: +91-22-4068 00 00 F: +91-22-4068 00 88

ADLABS reserves the right to suspend the work under this work order by giving seven (7) days prior written
notice to the Agency. Upon removal of suspension, the Agency agrees to resume the work immediately if so
required by ADLABS. The Time schedule will shift accordingly or as determined by ADLABS in its Notice to
resume the work.


If, at any time, there be evidence of any lien or claim on part of the Agency for which the ADLABS may become
liable and which is chargeable to the Agency, ADLABS shall have the right to retain, from the payment due or
thereafter to become due, an amount sufficient to completely indemnify ADLABS against such lien or claim. If
any lien or claim remains unsettled after all payments are made, the Agency shall refund or pay to ADLABS all
money that the latter may be compelled to pay in discharging such lien or claim including all costs and
reasonable expenses.


ADLABS shall not be held responsible/liable if performance becomes impossible or there is a delay in
performance of the terms of this Work order due to Force Majeure including but not limited to an Act of God,
insurrection or civil disorder, war or military operations, national or local emergency, revocation of applicable
government licenses, (beyond the control of ADLABS) acts or omissions of competent government authorities
or its authorized security operatives, fire, flood, lighting, explosion, or any other similar cause outside the
reasonable control of that party. In the event such a Force Majeure event occurs, this Work order shall, at the
option of ADLABS, be terminated.


Agency is an independent Agency. Nothing in this Work order shall be construed as creating any relationship
with ADLABS other than that of ADLABS and independent Agency or as creating any relationship between
ADLABS and Agency’s related persons. Neither Agency, nor any of its related persons, are or shall be deemed
to be employees of ADLABS. Nothing contained in this Agreement shall be deemed to create partnership
between ADLABS and the Agency.


Agency shall be subject to and shall comply with all applicable laws, rules, ordinances, regulations, executive
orders of any government or governmental authority or agency having or asserting jurisdiction over the
subject matter hereof, and expressed public policies. Agency has agreed that it will not act in any manner that
would be deemed illegal or in violation of those applicable laws, rules, ordinances, regulations, executive
orders and/or policies.

All work furnished by Agency or its sub Agencies, if any pursuant to this Work Order shall be performed by
Agency in proper and prudent manner and as an independent Consultant and not as the agent of ADLABS. The
Agency and sub Agencies (if any) shall be responsible for compliance with all laws, rules and regulations
including but not limited to employment of labour hours of labours working conditions, worker’s
compensation, payment of wages and payment of taxes, and other payroll deductions, including applicable
contributions from such persons when required by law.


It is hereby expressly agreed that if at any time there shall arise any dispute, doubt or difference or question
with regard to interpretation of this work order or in respect of the rights, duties & liabilities of the parties
hereto arising out of these present, then every dispute, doubt difference or question shall be referred to
arbitration as per the provisions of the Arbitration & Conciliation Act, 1996 and the rules framed there under.
Two arbitrators are to be appointed, one by each of the parties and third to be appointed by the said two
arbitrators. Any arbitration under this work order shall be held in Mumbai in State of Maharashtra, India.

9 Floor, Lotus Business Park, New Link Road, Andheri (West), Mumbai 400 053, India. T: +91-22-4068 00 00 F: +91-22-4068 00 88
Arbitration shall be conducted in English language. The decision of the Arbitrators shall be final & binding to
the parties to this work order.


The Parties hereto unconditionally and irrevocably agree to submit to the exclusive jurisdiction of the
competent courts in Mumbai only with regard to any question or matter arising out of this work order and any
other documents that may be executed by the parties hereto or any of them in pursuance hereof or arising
here from.


ADLABS through the Architects reserves the right to altering the drawings, and nature of Work and of adding
or deleting any item of work or having portion of the same carried by departmentally or otherwise and such
alterations, variations shall be carried out by Agency without prejudice to the Contract.


The Agency shall not, assign this Contract without the written consent of ADLABS (for which consent may not
be unreasonably withheld to the prejudice of the Agency) to any sub contractor for any or full portion of the
scope of work.


The Agency shall fulfill the requirements of the Employees State Insurance Act, 1948, applicable to all States,
towards their employees and keep all the required records regarding the same for inspection by the
Authorities concerned at any time. The Agency shall indemnify ADLABS against any claim of legal action arising
out of the said Act due to the failure of non compliance of the provisions of the said Act and the penalty or any
other amount levied by the Authorities, shall be recoverable from the payments due to the Agency, Proof of
payment must be attached with every bill.


The Agency shall be responsible for the observance of all Central Rules and Regulations Framed by the Central
Government for Employment of Local under the Contract Labour (Regulations and Abolition) Act, 1970.
ADLABS shall be entitled to deduct all losses, damages, which it might suffer on account of nonobservance of
these rules by the Contractor, from the amount payable to the Agency.


Please sign both copies, return one signed hardcopy to us and retain one for your records.

Thanking you

For ADLABS Entertainment Ltd. Accepted

Mr. Rajeev Jalnapurkar Mr.__________________

(Authorized signatory) For Dell Enterprises
(Authorized Signatory)

Encl: Annexure A: NDA

9 Floor, Lotus Business Park, New Link Road, Andheri (West), Mumbai 400 053, India. T: +91-22-4068 00 00 F: +91-22-4068 00 88

THIS AGREEMENT made at Mumbai this 4th June, 2010 between ADLABS Entertainment Ltd. a company
incorporated under the provisions of the Companies Act, 1956 and having its registered offices at: 9TH Floor,
Lotus Business Park, New Link Road, Andheri West, Mumbai 400053 hereinafter called “ADLABS” (which
expression shall unless the same be repugnant to the context or meaning thereof deem to mean and include
its successors and assigns) of the ONE PART AND DELL Enterprises, having its registered office at Shop No.9,
Vishwakarma Palace, Near Chandra Vilas Lauge, Khopoli, hereinafter called “AGENCY” (which expression shall
unless the same be repugnant to the context or meaning thereof deem to mean and include its successors and
assigns) of the OTHER PART
"Disclosing Party" and "Receiving Party" shall include each party's subsidiaries and parents and their respective
directors, officers, and employees ("affiliates"), and the rights and obligations of the parties hereto therefore
also shall inure to such affiliates and may be enforced directly by or against such affiliates.

As an express condition to each party disclosing Confidential Information to the other party and in
consideration of the mutual promises and covenants herein, the parties agree as follows:
1. Non-Disclosure. The party receiving Confidential Information (the "Receiving Party") shall hold all
Confidential Information (as defined in Section 2) in strict confidence and shall not disclose any Confidential
Information to any third party, without the prior written approval of the Disclosing Party. The Receiving Party
shall disclose Confidential Information only to employees who need to know such information to evaluate the
possible business transaction with the party disclosing such Confidential Information (the "Disclosing Party"),
and who have signed agreements that obligate them to treat Confidential Information as required under this
Agreement. The Receiving Party shall not use any Confidential Information for any purpose except to evaluate
a possible business transaction between the parties. The Receiving Party shall take all reasonable measures to
protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of
Confidential Information; provided, however, that such measures shall be no less stringent than measures
taken to protect its own confidential and proprietary information. Each party agrees that it will not interfere
with any business of the other party through the use of any Confidential Information acquired hereunder nor
use any Confidential Information for its own account. The Receiving Party acknowledges that the Disclosing
Party is neither responsible nor liable for any business decisions made by the Receiving Party in reliance upon
any Confidential Information disclosed pursuant hereto.
2. Confidential Information. "Confidential Information" in this Agreement means all information and any idea
in whatever form, tangible or intangible, whether disclosed to or learned by the Receiving Party, pertaining in
any manner to the business of the Disclosing Party or to the Disclosing Party's affiliates, subsidiaries,
consultants or business associates, whether in written, oral, encoded, graphic, magnetic, electronic or in any
other tangible or intangible form, and whether or not labeled as confidential by the Disclosing Party or
otherwise provided by the Disclosing Party. "Confidential Information" includes, without limitation, the

9 Floor, Lotus Business Park, New Link Road, Andheri (West), Mumbai 400 053, India. T: +91-22-4068 00 00 F: +91-22-4068 00 88
following: (a) schematics, techniques, employee suggestions, development tools and processes, computer
printouts, computer programs, design drawings and manuals, and improvements; (b) information about costs,
profits, markets and sales; (c) plans for future development and new product concepts; and (d) all documents,
books, papers, drawings, models, sketches, and other data of any kind and description, including electronic
data recorded or retrieved by any means, that have been or will be given to the Receiving Party by the
Disclosing Party, as well as written or verbal instructions or comments.
3. No Obligation of Confidentiality. The obligation of confidentiality shall not apply with respect to any
particular portion of information if:
a. it is in the public domain at the time of the Disclosing Party's communication thereof to the
Receiving Party; or
b. it entered the public domain through no fault of the Receiving Party subsequent to the time of the
Disclosing Party's communication thereof to the Receiving Party; or
c. it was in the Receiving Party's possession, free of any obligation of confidence, at the time of the
Disclosing Party's communication thereof to the Receiving Party; or
d. it was rightfully communicated to the Receiving Party free of any obligation of confidence
subsequent to the time of the Disclosing Party's communication thereof to the Receiving Party; or
e. Such information was developed by employees or agents of the Receiving Party, independently of
and without reference to the information and the Receiving Party has evidence of such
independent development.
Within ten (10) days following either a request from the Disclosing Party or the completion of business
dealings between the parties hereto, the Receiving Party will deliver to the Disclosing Party all tangible copies
of the Confidential Information, including but not limited to magnetic or electronic media containing the
Confidential Information, note(s) and paper(s) in whatever form containing the Confidential Information or
parts thereof, and any copies of the Confidential Information in whatever form. The Disclosing Party, at its sole
option, may request in writing that the Receiving Party destroy all copies of the Confidential Information. If the
Disclosing Party requests that such Confidential Information be destroyed, the Receiving Party will destroy the
Confidential Information and, within ten (10) days of the notice from the Disclosing Party to destroy the
Confidential Information, will certify in writing to the Disclosing Party that the Confidential Information has
been completely destroyed.
4. Use of Information by Recipient. The Receiving Party agrees to use the Confidential Information only for the
purposes of evaluating the possibility of a future collaboration between the parties and in connection with
such future collaboration, if any. The Receiving Party agrees to restrict disclosure of the Confidential
Information solely to its employees and agents who have a need to know such Confidential Information and to
advise such persons of their obligations of confidentiality and non-disclosure hereunder. Further, the Receiving
Party shall not disclose the Confidential Information to third parties, including independent contractors or
consultants, without the prior express written consent of the Disclosing Party, and shall advise such third
parties of their obligations of confidentiality and non-disclosure hereunder. The Receiving Party agrees to use
reasonable means, not less than those used to protect its own proprietary information, to safeguard the

9 Floor, Lotus Business Park, New Link Road, Andheri (West), Mumbai 400 053, India. T: +91-22-4068 00 00 F: +91-22-4068 00 88
Confidential Information. ”AGENCY“ expressly agrees that, any financial data which may be provided to it by
the ADLABS is extremely confidential and sensitive information and ”AGENCY“ shall not disclose any such
information to any third party under any circumstance, without the prior written consent of ADLABS.
5. Non-circumvention. For thirty-six (36) months after the effective date of this Agreement, the Receiving
Party and its officers and directors, separately and individually, will not make any effort to circumvent the
terms of this Agreement in an attempt to gain the benefits or considerations granted to it under the
Agreement by taking any actions to indirectly gain the benefits of the Confidential Information, including but
not limited to contracting directly with any existing or prospective HPGPL of the other party, or (b) hiring or
contracting with any present or future employee or independent Contractor of Disclosing Party.
6. Remedies. The Receiving Party agrees that the unauthorized disclosure or use of Confidential Information
will cause irreparable harm and significant injury, which may be difficult to ascertain. The Receiving Party
recognizes that its violation of this Agreement could cause the Disclosing Party irreparable harm and significant
injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in
damages inadequate. Therefore, the Receiving Party agrees that the Disclosing Party shall have the right to
apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this
Agreement and for any other relief the Disclosing Party deems appropriate. This right shall be in addition to
any other remedy available to the Disclosing Party in law or equity.
7. Ownership of the Information. Each of the parties hereto retains title to its respective Confidential
Information and all copies thereof. The Receiving Party hereby acknowledges that the Confidential Information
is proprietary to the Disclosing Party. Further, each party represents that it has no agreement with any other
party that would preclude its compliance with this Agreement.
8. Survival. Each party's duty of confidentiality under this Agreement regarding the Confidential Information
shall survive the termination of this Agreement.
9. General. This Agreement shall be binding upon and for the benefit of the parties and their respective
successors and assigns. Failure to enforce any provision of this Agreement shall not constitute a waiver of any
term hereof. This Agreement supersedes and replaces any existing agreement entered into by the parties
relating generally to the same subject matter, and may be modified only in writing signed by the parties. This
Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and
shall be governed by the laws of the Republic of India without giving effects to the conflicts of law principles
This Agreement may be executed in separate counterparts, each of which shall be an original, but all of which
taken together shall constitute one and the same instrument.

9 Floor, Lotus Business Park, New Link Road, Andheri (West), Mumbai 400 053, India. T: +91-22-4068 00 00 F: +91-22-4068 00 88
IN WITNESS WHEREOF the parties hereto have set and subscribed their respective hands and seals the day and

year first hereinabove written.

SIGNED AND DELIVERED by the within named )

DELL Enterprises )

Represented by its Authorized Representative, )

Mr. Sunil Patil )

in the presence of )

SIGNED AND DELIVERED by the within named )

ADLABS Entertainment Ltd )

Represented by its Authorized Representative, )

Mr. Rajeev Jalnapurkar )

in the presence of )

9 Floor, Lotus Business Park, New Link Road, Andheri (West), Mumbai 400 053, India. T: +91-22-4068 00 00 F: +91-22-4068 00 88