le,..Ouur d.e:.Mahalunae. pune ys as ace i/o Remo at i AGREEMENT FOR SERVICES This Agreement for servioes is made on this day of _1* June 2019 at Pane, By and Between é ‘Tech Mahindra Ltd,, a company incorporated under the Companies Act, 1956 having its Corporate Office at Plot No. 1, Phase Il, Rajiv Gandhi Infotech Park, Hinjewadi, Pune - 411 057." (hereinafter seferred to as "Tech Mahindra” which expression shall unless it be repugnant to the context or meaning, thereof, be deemed to mean and include its successors and assigns) worAND Mis. Inside Ouut, a company incorporated under the Companies Act, 1956 and having its Office at Shop No 4, Sr. No. I1/A, Sara Residency, Mahalunge, Nr. Water Tanker, Baner, Pune — 411 045 (hereinafter referred to as the "Service Provider" which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors-in-business and permitted assigns) Tech Malinda and Service Provider shall be collectively refered to as "Parties" and individually as "Party": . WHEREAS The Service Provider has represented Tech Mahindra that it has the requisite expertise and experience in providing the services described in detail in Annexure A (hereinafter referred to as the "Services"). ‘The Service Provider has offered to provide the Services as may be required by Tech Mahindra from time to time at its univ/division/office Tech Mahindra Limited, Commerce Zone, Blk No 3, Sth floor, S No- 144/145, Samrat Ashoka Path, Yerawada, Pune-411006. ‘Tech Mahindra has considered the offer and has decided to avail the services of Service Provider on a non- exclusive basis upon the terms and conditions contained hereinafter. ‘The terms and conditions as set out in this Agreement together with the recitals and Annexure(s) shall form an integral part of this Agreement. NOW THIS AGREEMENT WITNESSED AND IT IS HEREBY AGREED BY AND BETWEEN ‘THE PARTIES HERETO AS FOLLOWS: 1. SCOPE OF SERVICE & SERVICE PROVIDER'S RESPONSIBILTY 1.1 The Service Provider shall provide comprehensive Services, including but not restricted to, the services as described in Annexure A to this Agreement and such other services as may be specified by Tech Mahindra in accordance with its business needs and requirements intimated from time to time. 1.2 The Service Provider shall be responsible to competently provide the Service(s) of good quality. ‘The Service provider shall be under the responsibilities and performance standards as pet the details provided in Annexure A. Such Service shall be subject to a verification of acceptability by Tech ‘Mahindra to ensure it is as per Tech Mahindra’s requirements. If any such Service(s) provided by the Service Provider is not acceptable to Tech Mahindra, Tech Mahindra shall notify the Service Provider specifying its reasons in reasonable detail and the Service Provider shall, at no additional ‘cost, provide such Service to Tech Mahindra’s requirements. If, within thirty (30) days of such notification by Tech Mahindra, the Service Provider fails to provide the Service which is acceptable to Tech Mahindra, Tech Mahindra may at any time thereafter, at its option and without any obligation or liability of any kind, terminate this Agreement without any notice. 2, CHARGES 2.1 In consideration of the full and timely performance by the Service Provider of the Services, Tech Mahindra shall pay Service Provider consolidated all-inclusive charges in accordance with the "Terms & Conditions’ as outlined in the Annexure B attached hereto. 2.2 All payments shall be made in Indian Rupees (INR) and shall be subject to deductions of taxes at source, if applicable. The collection and payment of such requisite taxes is the sole responsibility of the Service Provider. 23 All invoices raised under this Agreement shall, subject to the Tech Mahindra’s verification, be payable within 30 days of its receipt by Tech Mahindra. sag Sh yyments to the Service Provider by Tech Mahindra shall be made by chequegf26 27 2 33 4. 4a 42 a 5.1 ‘The Vendor/Service Provider/Contractor undertakes to deposit the GST collected from Tech Mahindra with the Government within the prescribed time and reconcile the input of GST and other details with the details of Tech Mahindra in GSTN Portal within the period of 45 days from the date of invoice. In case, the Vendor/Service Provider/Contractor fails to comply with the aforesaid requirements, Tech Mahindra shall be entitled to recover the GST and interest/penalty (nterest/penalty rates as prescribed under GST regulations) thereon, from any payment due to the Vendor/Service Provider/Contractor. The Vendor/Service Provider/Contractor shall further indemnify and keep Tech Mahindra indemnified for any liability to Tech Mahindra arising out of or in relation to non-payment of GST or its failure to complete the reconciliation of the dtails thereof in GSTN by the Vendor/Service Provider/Contractor. ‘The Vendor/Service Provider/Contractor represents that it is not in default in payment of GST and further represents that its name is not included in the black list by GST authorities. In case of breach of this representation/s, Tech Mahindra has right to terminate the agreement with the Vendor/Service Provider/Contractor with immediate effect. SERVICE PROVIDER'S UNDERTAKINGS, ‘The Servive Provider undertakes that during the term of this Agreement, it shall, and shall ensure its sub-contractors, agents and representatives shall (i) comply with all applicable laws and regulations as amended from time to time, in the performance of its obligations; and (ii) hold all valid and current licences requited to perform the Services, in relation to this Agreement and any ‘matter relating to them, Upon request, the Service Provider shall provide Tech Mahindra with copies of all applicable licenses. ‘The Service Provider undertakes to inform Tech Mahindra promptly of any proposed change in the way in which the Service Provider conducts its business or any other matter of which the Service Provider becomes aware, which is likely to have a material adverse effect on the ability of Tech Mahindra or the Service Provider to perform its obligations under this Agreement. ‘The Service Provider undertakes that it shall perform the Services in an ethical and bona fide manner and shall not bring Tech Mahindra or its products into disrepute. “The Service Provider undertakes that each of its directors, employees, contractors, subcontractors, agents and affiliates will execute an undertaking that they have sighted, agreed and will adhere to the Tech Mahindra Code of Conduct throughout their deployment to perform the Services. CONFIDENTIALITY ‘The Service Provider shall treat any information disclosed (in whatever form) by Tech Mahindra strictly confidential and shall be responsible to instruct or cause its employees, agents and contractors to maintain confidentiality of such information. ‘The Service Provider must not use or disclose such information for any purpose other than to carry ut the purpose for which such information was provided to the Service Provider as set forth in the ‘Agreement, and agrees to cause all its employees, agents, representatives, or any other party to whom the Service Provider may provide access to or disclose such Information to limit the use and disclosure of such Information to that purpose. REPRESENTATIONS ‘The Service Provider represents that: (@) __Itis properly incorporated and validly existing under the laws of its place of incorporation; (b) It has sufficient number of trained permanent employees on its rolls for fulfilling its obligations under this Agreement. The Service Provider shall be solely responsible for the supervision and control of its employees, their safety, security, proper behavior and conduct. The Service Provider shall also be responsible for timely payment of al statutory dues to its employees as may be payable or become payable under the Indian labour laws. ‘Tech Mahindra shall not be in anyway be responsible in this regard either in part or in full ‘The Service Provider shall ensure that its employees are not paid less than thy ‘wages as may be notified by the Government from time to time; it shall or any person connected with its organization shall not represent Tech any court, tribunal or commission of enquiry or to any other forum whats prior written permission of Tech Mahindra; and(@)__ it has all the necessary regulatory/governmental approvals required to render the said Services to Tech Mahindra under this Agreement. 6. WARRANTIES 6.1 The Service Providers warrants that: (@) thas the authority, competency, capacity, skill, financial capabilities and the necessary infrastructure including but not limited to manpower to successfully perform its obligations under this Agreement and provide materials, information and deliverables hereunder, and that its obligations hereunder are not in conflict with any other Service Provider obligations; (6) Each of its employees has the proper skill, training and background necessary to accomplish their assigned tasks; (©) _allservices will be performed in a competent and professional manner at a level equivalent to international industry best standards and practices, by qualified personnel and will conform to Tech Mahindra’s requirements hereunder, (@) it shall perform the Services expeditiously and in accordance with all applicable service levels and timing requirements specified in this Agreement, (©) neither any deliverables, information, or materials, nor any performance of any services by the Service Provider infringe upon or violate the rights of any third party and Tech Mahindra shall receive free and clear title to all works, materials, information and deliverables prepared and/or developed in connection with this Agreement: (Tech Mahindra shall have the right to use for its own purposes, any ideas, methods, techniques, materials and information provided to or otherwise obtained by Tech Mahindra as a result of this Agreement, without restriction, liability or obligation, except as may be specified herein; (2) _ It is not owned or controlled, either directly or indirectly, by Tech Mahindra or any of its officer(s) or employee(s) of or their relatives; and (h) No officer or employee of Tech Mahindra or their relatives do not own or control the Service Provider as a director or relatives as defined under the Companies Act, 2013. FORCE MAJEURE EVENT 7.1 Neither Tech Mahindra nor the Service Provider shall be liable to the other nor shall be deemed in ‘default for any delay, failure in performance, loss or damage due to a Force Majeure Event provided that such delay, failure, loss or damage: (@) could not have been prevented by commercially reasonable precautions and; (b) cannot reasonably be circumvented by the non-performing party through the use of ‘commercially reasonable altemate sources, work-around plans or other means. 7.2. If the performance of the Services is delayed or impacted by a Force Majeure Event, the Service Provider shall immediately notify Tech Mahindra of the occurrence of such event and describe in reasonable written detail its nature. 7.3. Ifthe performance of the Services is delayed or impacted by a Force Majeure Event which continues for more than 5 days, Tech Mahindra may terminate without obligation or liability of any kind, as, of the date specified by Tech Mahindra in a written notice to the Service Provider notwithstanding anything to the contrary in this Agreement, Ifa Force Majeure Event causes the Service Provider to allocate limited resources between or 7 cessiiaayons the Service Providers customers and/or the Service Provide’ affiliates, Tech Sr receive no lower priority than the Service Provider itself or any other customer orf in Se .e purpose of this Agreement, the ‘Force Majeure Event’ means a Pastredsonable control of a party including fire, explosion, power blackout, earthquake, elements, strike, embargo, labor dispute, civil disorder, riot, act of civil or military authority, act of public enemy, terrorist threat or activity, war (declared or undeclared), act of god, act or omissionAsai, Agreement, including Annexures attached hereto and all cross references referred — eonstitute the entire agreement between the Parties hereto, and supersede any and N of carriers or suppliers, restriction of law, regulation, order or other acts of regulatory or governmental agency(ies), interruption or failure of telecommunication or digital transmission Tink, Internet failure or delay but excluding the occurrence of such events with respect to another customer of the Supplier. COMPLIANCE WITH APPLICABLE LAWS, ‘The Service Provider confirms to comply with all applicable laws and legal requirements and hold all relevant licenses current and valid, and to make all payments including all statutory salaries, ‘wages, overtime and other benefits to its employees and payment to sub-contractors. The Service Provider undertakes not to engage any child labour to provide the services under this Agreement and to comply with the Child Labour (Prohibition & Restriction) Act, 1986. The Service Provider farther undertakes that it shall perform its obligations under the Agreement in an ethical and bona fide manner and shall not bring Tech Mahindra or its products into disrepute. The Service Provider shall, as and when required by Tech Mahindra, submit to Tech Mahindra for verification all regulatory approvals that the Service Provider needs to secure in order to perform its obligations under the Agreement from time to time. ANTI CORRUPTION COVENANTS The Service Provider hereby covenants and undertakes that it or any of its personnel, consultants or subcontractors shall during the performance of its obligations under this Agreement, whether prior to execution hereof or subsequently: ~ Not engage in any actions that are, or could be seen to be, bribery of foreign public officials as described in the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of the United States of ‘America (the “FCPA”) and the Anti-Terrorism, Crime and Security Act 2001 of the United Kingdom of Great Britain and Northern Ireland; and = comply with all United Kingdom, United States, German and other Applicable Law prohibiting bribery and in doing so will provide nothing of value to any government official. ‘The Service Provider hereby covenants and undertakes that it has not offered and will not offer to give or agree to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act under or in pursuance of this Agreement or for showing or forbearing to show favour or disfavour to any person under or in pursuance of this Agreement. ‘The Service Provider shall not directly or indirectly offer or have offered or give or given or agree or agreed to give or given to any person any gift, commission, rebate or consideration of any kind ‘whatsoever including speed or facilitation money or indulge in any activity as an inducement or reward for influencing ot carrying out any act in pursuance of this agreement and specifically in relation to any business opportunity or a customer including for the purposes of collection or for showing any favour or disfavour to any person or persons in relation to such performance. ‘The Service Provider shall indemnify Tech Mahindra and its respective directors, officers, employees, agents, affiliates, and subsidiaries against any and all liabilities, losses, and expenses, including any fines and penalties imposed by any authority or party whosoever, which Tech Mahindra and/or its directors, officers, employees, agents, affiliates, and subsidiaries may incur or suffer or likely to incur of suffer as a result of the Service Provider's breach of its obligations under this clause, 0. ENTIRE AGREEMENT agreements or understandings between the Parties with respect to the subject matter hereo! ‘Panty hereto shall be bound by, and each Party hereto specifically objects to, any term, condition <= “ef offer provision of other condition which is different from or in addition to the provisions of the LIST agreement (whether or not it would materially alter the Agreement) and which is preferred by any other Party hereto in any correspondence or other document, unless the Party to be bound thereby specifically and knowingly agrees to such provision in writing,11. RELATIONSHIP BETWEEN PARTIES This Agreement is for provision of Services by the Service Provider on a principal to principal basis as an independent consultant and the Service Provider confirms that persons employed under ‘Agreement to discharge its obligations shall be employees of the Service Provider for all intents and purposes and Tech Mahindra shall not be held liable, in any manner in respect of these persons and the Service Provider shall be solely responsible for compliance and implementation of provisions ofall statutory requirements as may be required under the applicable laws. ‘Tech Mahindra shall be free to engage any other service provider(s) for providing the Service(s) at ‘Tech Mahindra’ sole discretion. 12. SEVERABILITY If any provision of this Agreement is held to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 13. TERM ‘This Agreement shall be valid for a period, 01.06.2019 to 31.05.2020. However, this Agreement shall be renewed for further periods on the same terms and conditions or on a mutually agreed terms and conditions between the parties. 14. TERMINATION During the term of this Agreement Tech Mahindra shall be at liberty to terminate this Agreement by giving one-month advance notice in writing. Notwithstanding anything to the contrary contained herein, Tech Mahindra may terminate this Agreement forthwith by written notice without any advance notice or payment in lieu thereof in case of the Service Provider's feilure to perform any of its obligations or being unable to render satisfactory Service(s) under this Agreement in sole discretion of Tech Mahindra. Upon termination of this Agreement for any reasons whatsoever the Service Provider shall remove its materials, equipment'sfimplements belonging to it and its employees from Tech Mahindra location, failing which Tech Mahindra shall not be held responsible for any consequences arising out of it and can remove them forthwith ‘The Service Provider shall also forthwith return all Tech Mahindra supplied items upon termination of this Agreement. 15, INDEMNIFICATION ‘The Service Provider agrees and undertakes to indemnify Tech Mahindra for any of the acts or ‘omissions violating the terms and conditions of this Agreement and any claim or consequential loses arising thereof. The Service Provider further agrees to indemnify and undertakes to bear the ‘costs and consequences for any loss or damage that is caused to Tech Mahindra due to negligence, carelessness, rashness by itself or by any of its workers / technicians/ Sub-contractors. 16. _ GOVERNING LAWS AND JURISDICTION ‘This Agreement shall be governed by the Laws of India and the Courts in Pune shall have [jurisdiction in the case of any dispute arising out of or related to or in connection with the provisions herein. 17. AMENDMENT ‘No change, amendment or modification of any provision of the Agreement including the Annexures We Sm as the case may be or waiver of any of the terms thereof shall be valid unless such change, “aidenddment, modification or waiver is set forth in waiting and signed by both Parties he Eis /-acIMMISCELLANEOUS WAIVER Ih No forbearance, indulgences, relaxations or inaction by either party at any’time, to require the performance of any provision of this Agreement, shall, in any way, affect, diminish or prejudice the right to require performance of that provision. Failure or delay by either partyto require the performance of any provisions of this Agreement shall not affect or impair ‘the right to require full performance thereof at any time thereafter. (B) ASSIGNMENT This Agreement shall be binding on the parties and inure to their benefit. Except to the affiliates of Tech Mahindra, this Agreement is not assignable by either party hereto without the consent of the other. (© NOTICES/ APPROVALS /REQUESTS Any notice/ approval / request provided for in this Agreement shall be in writing to address provided hereinabove and shall be first transmitted by facsimile transmission, and then ‘confirmed by postage, prepaid and registered or by recognized courier service. IN WITNESS WHEREOF the Parties hereto have duly caused these presents to be executed on the day, ‘month and year mentioned hereinabove. SIGNED AND DELIVERED for and on SIGNED AND DELIVERED for and on behalf of Tech Mahindra Ltd. behalf of Inside Ouut. Signature {QPuioO Signature Name < Name Designation Designation Witness 1 Witness 1 Signature Signature Name Name Address Address Od rm ye ke) Tech MahindraAmnexure- A SCOPE OF WORK Service Provider shall complete the Carpet / Chair / Sofa Upholstery / Marble Cleaning ete as instructed by the Corporate Services Location Manager /Maintenance Engineer and complete the required activities Vacuuming and spot cleaning to remove dirt and sticky surface Dusting and cleaning by removing dirt Dry foam shampooing for Carpets, Chairs, Sofa Upholstery High pressure cleaning in parking areas ~ removing stains for pathways, building walls Crystallization of Marble ~ To retain gloss and repel dirt and water penetrability e material used for cleaning purposes shall be at service provider cost. The rate per sft. mentioned is inclusive of costs of all the material used and cost of the personnel engaged by service provider. Tech Mahindra will allow service provider authorized staff into their office only after they entering their names in the register kept with the security for such purpose. While in campus/office premises, they shall follow all the security norms of Tech Mahindra. 4, Service Provider shall be solely responsible for misconduct, negligence or any act done by their staff personnel. 5. While it is Service Provider primary responsibility of obtaining and holding all the required licenses and permissions for their services at our premises, in case itis required that service provider have to obtain any license, service provider shall obtain the same within 15 days from the date of execution of this agreement. A copy of each of the licenses should be submitted to Tech Mahindra records failing which Tech Mahindra reserves its right to stop making payments due to Service Provider. 6. Charges payable to Service Provider would be made through NEFT, within 30 days from the date of receipt of their bills for copies taken during the previous month. All the bills shall be submitted to Tech Mahindra designated representative employee. 7. ‘Tech Mahindra reserves its right to incorporate any additional clauses in this agreement at any point of time during the term of the Agreement. 8. All payments to be made to service provider would be subject to deduction of tax at source. 9. Service Provider hereby represent that no unethical means were adopted nor were any attempts made with ‘any person directly or indirectly for influencing or attempting to influence an officer or employee of Tech Mahindra or on its behalf for the purpose of winning this engagement/deal and entering into this agreement. ‘Tech Mahindra is authorised to impose penalty on service provider as it deems fit and/or to terminate the agreement with immediate effect in the event of discovery of any breach of this representation by Service Provider. This is in addition to any other rights which Tech Mahindra would have as per law 10. Service Provider shall not engage in or support the use of child labour, forced and compulsory labour, human trafficking and discrimination with respect to hiring, remuneration, access to training, promotion, termination, Or retirement based on race, national or social origin, caste, birth, religion, disability, gender, sexual orientation, family responsibilities, marital status, union membership, political opinions, age, or any other condition that could give rise to discrimination. Service Provider shall ensure Health and Safety of their employees and service provider should be providing with Freedom of Association & Right to Collective Bargaining. Service provider shall ensure that their employees have working hours as governed by local laws ‘and Remuneration, 11. Service Provider shall produce their PAN identity for Tech Mahindra verification and submit a photocopy of the same for Tech Mahindra record purpose at the time of signing the photocopy of this agreement as a token. of acceptance, Foor %OUO io, bd Mahindra ed BoyANNEXURE B SRNo__| Particular Unit Of Measure Rates (RS) 1 ‘Carpet Shampooing Per SQFT 0.65 2 Chair Shampooing Per Nos 19.00 3 ‘Sofa Shampooing Per seat 75.00 4 ‘Soft Board Per panel 18.00 5 Roller blinds repairing Per no’s 140.00 6. Roller Blinds cleaning Per No’s 120.00 a ‘Vertical Blinds Per Channel 125.00 8 ‘Vertical blinds repairin er channel 160.00 9 Marble Crystallization Per SQFT 28.00 Mahiner NE, Fant