CONDITIONS OF AGREEMENT

PROJECT : <Enter name of Project>

WORK : <Enter package name/ description of works awarded>

CONTRACTOR : <Enter Contractor’s Name>

AGREEMENT NO : <Enter Agreement reference number>

Page 1 of 85
 TABLE OF CONTENTS
Definitions .................................................................................................................................5
General ................................................................................................................................... 11
Owner's Facilities and Free Issue Materials ........................................................................... 12
Grant of License, Inspection of Site and Site Access.............................................................. 13
Representations, Warranties and Covenants ........................................................................ 14
The Owner’s Claims in accordance with Agreement ............................................................. 15
Commencement, Completion and Liquidated Damages for Delayed ................................... 16
Instructions, Decisions and Orders ........................................................................................ 18
Variations ............................................................................................................................... 19
Valuation of Variations .......................................................................................................... 20
Notices and Claims ................................................................................................................. 21
Force Majeure ........................................................................................................................ 21
Safety and Security ................................................................................................................ 22
Property in Materials and Plant ............................................................................................. 23
Indemnities ............................................................................................................................ 24
Insurance ................................................................................................................................ 25
Virtual Completion, Taking Over and Defects Liability .......................................................... 25
Payment ................................................................................................................................. 27
Amounts Owing to the Owner ............................................................................................... 29
Suspension ............................................................................................................................. 30
Performance Guarantee ........................................................................................................ 31
Termination............................................................................................................................ 31
Dispute resolution and arbitration ........................................................................................ 33
Quality Control ....................................................................................................................... 34
Employment of Workmen/Labour ......................................................................................... 35
Intellectual Property .............................................................................................................. 37
Anti-Bribery and Corruption .................................................................................................. 37
Change in Taxes ..................................................................................................................... 38
Goods & Service Tax: ............................................................................................................. 39
Governing Law ....................................................................................................................... 40
Tax Benefits ............................................................................................................................ 40
Limitation of Liability ............................................................................................................. 40
Provisions to survive Termination ......................................................................................... 41
Severability............................................................................................................................. 41
Waiver and Amendments ...................................................................................................... 41
Rights Cumulative .................................................................................................................. 42
Notices ................................................................................................................................... 42
Accrued Rights ....................................................................................................................... 42
Assignment ............................................................................................................................ 42
Entire Agreement ................................................................................................................... 42
Costs incurred up to execution of the Agreement ................................................................ 43
Confidentiality........................................................................................................................ 43
Relationship of Parties ........................................................................................................... 43

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 SCHEDULES

Schedules Description Page No.

First Schedule Particulars 45

Second Schedule Description of Works, Programme, Drawings & Schedule of Finishes, 46
Bill of Quantities, Site Plan, Technical Specifications,
Free Issue materials, ESG Requirement
Third Schedule Appendix to Agreement 57
Fourth Schedule Roles and Responsibilities of the CONTRACTOR for execution of Works 61
Fifth Schedule The Owner’s Facilities and Free Issue Materials 63
Sixth Schedule Insurances 64
Seventh Schedule Payment Periods & Terms 65
Eighth Schedule Quality Assurance Plan 68
Ninth Schedule HSE Plan 69
Tenth Schedule Format of Affidavit 70
Eleventh Schedule Form of Guarantees 71

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 <This Page Only is to be Printed on the Owner’s letter head>

THIS AGREEMENT (“Agreement”) is made at Mumbai on the ______ date of __________, 2021

Between

<Enter Company Name>, a company incorporated the Companies Act 2013, having CIN <Enter CIN
NO>, PAN <Enter PAN> and GSTIN <Enter GSTIN> and having its registered office at <Enter Address>
(hereinafter referred to as the “Owner” which expression shall include its successors and assigns) of
the One Part.

And

<Enter Company Name>, having CIN <Enter CIN NO>, PAN <Enter PAN> and GSTIN <Enter GSTIN> and
having its registered office/principle place of business at <Enter Address> (hereinafter referred to as
the “Contractor” which expression shall include its successors and permitted assigns) of the Other Part.

The Owner and Contractor are hereinafter collectively referred to as the “Parties” and each
individually as a “Party”.

WHEREAS

A. The Owner <Select applicable> operates out of offices no. C-407 and C-408 at One BKC, Plot No.
C-66, G Block, Bandra Kurla Complex/ operates a business park namely <Enter park name>, whre
it intends to carry out <Enter type of works>;

B. The Contractor has represented that it is a contractor with expertise in <Enter type of works> in
India.

C. The Owner is desirous of carrying out <Enter type of works> at <Enter location> and has agreed
to appoint the Contractor to execute and complete the “Works” (defined hereinafter);

D. The Contractor has agreed to execute the Works upon the terms and conditions hereinafter
specified.

E. In consideration of the Price to be paid by the Owner to Contractor (as specified herein),
Contractor hereby covenants with the Owner to execute, complete and maintain the Works in
conformity in all respects with the provisions of this Agreement;

F. This Agreement supersedes all other documents exchanged between the Parties prior to the
date of this Agreement, including correspondences, letters, faxes, e-mails, which may be in
contradiction to this Agreement.

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NOW IT IS HEREBY AGREED as follows.

Definitions

(1) In this Agreement the following expressions shall have the meanings hereby respectively
assigned to them, except where the context otherwise requires:

a) “Act of Insolvency” means where a Party:

(i) any insolvency proceedings are initiated against the Party which is not settled
within 30 days from the date of such initiation;

(ii) informs the other Party in writing or its creditors generally that it is insolvent; or

(iii) has a meeting of its creditors called with a view to entering a scheme of
arrangement or composition with creditors; or

(iv) has an insolvency professional, controller, administrator, receiver, trustee,

manager, liquidator, or provisional liquidator appointed over or in respect of all or
substantial portion of its assets; or

(v) has a petition for winding up, dissolution or liquidation admitted against it by a
court or tribunal; or

(vi) has an order for winding up, dissolution or liquidation made in respect of it; or

(vii) has execution levied against it by its creditors; or

(viii) resolves by special resolution that it be wound up voluntarily (other than a

company reconstruction that does not affect the ability of the Party to perform the
work under this Agreement); or

(ix) the immediate or ultimate parent company (where applicable) of the Party suffers
the events or circumstances referred to in paragraphs (v) or (vii), or

(x) or any conduct, act, event, or circumstance that has substantially the same effect
as any of the conduct, acts, events or circumstances identified above.

b) “Advance Payment Guarantee” shall have the meaning ascribed to it in Clause 18(A)(1)
(Advance Payment) herein.

c) “Agreement” means this agreement and the Schedules hereto.

d) “Commencement Date” means the date of commencement of the Works as specified in

the Third Schedule.

e) “Completion” means issue of the Taking-Over Certificate for the Works by the Project
Manager and/or the Owner in accordance with this Agreement.

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f) “Code of Conduct” shall have the meaning ascribed to it in Clause 27 (Anti Bribery and
Corruption) herein.

g) “Construction Plant” means the plant, equipment and appliances used in the performance
of the work under this Agreement and which do not form part of the Works.

h) “Cost” means all expenditure reasonably incurred by the Contractor in discharge of its
obligations under this Agreement, whether on or off the Site, including overhead and
similar charges, but does not include profit.

i) “Corrupt Act” shall have the meaning ascribed to it in Clause 27(1) (Anti-Bribery and
Corruption) herein.

j) “Defects Liability Period” means the period as specified in the Third Schedule.

k) “Contractor’s Documents” means the calculations, computer programs and other

software, drawings, manuals, models and other documents of a technical nature, including
the technical submittals as described in this Agreement, prepared by or on behalf of, or
supplied by the Contractor for the purposes of the Works;

l) “Dispute” shall have the meaning ascribed to it in Clause 23 (Disputes) herein.

m) “Drawings” means the drawings & Schedule of Finishes and designs of the Works and any
additional and/or modified drawings/designs issued by or approved (as the case may be)
by the Project Manager / the Owner in accordance with this Agreement including those
forming part of the Second Schedule;

n) “Effective Date” means the date of execution of this Agreement.

o) “Final Completion Certificate” means the certificate issued to the Contractor by the
Owner in accordance with Clause 17(7) (Taking Over and Defects Liability) herein.

p) “Final Invoice” means the final invoice issued in accordance with Clause 18(D)(1) (Final
Payment) herein.

q) “Force Majeure” means any of the following events:

(i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies,

(ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war,

(iii) riot, commotion, public disorder, strike, or lockout by persons other than the
Contractor’s employees or personnel and persons directly or indirectly engaged by
the Contractor for the Works (including its subcontractors),

(iv) munitions of war, explosive materials, ionising radiation, or contamination by

radioactivity, except as may be attributable to the Contractor’s use of such
munitions, explosives, radiation or radioactivity, or

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 (v) Earthquake, flood, hurricane, typhoon or volcanic activity or natural disaster.

For avoidance of doubt, the following shall not constitute Force Majeure:

(i) Shortage or unavailability of labor and materials unless such shortage or

unavailability is a direct result of a Force Majeure event.

(ii) Any strikes, lockouts, or other stoppage of Work or labour dispute by the
employees or personnel of the Contractor or its subcontractors.

r) “Government Official” means (i) an officer, agent or employee of a government,

government-owned enterprise (or any agency, department or instrumentality thereof),
political party or public international organization, (ii) a candidate for government or
political office, or (iii) an agent, officer, or employee of any entity owned by a government.

s) “GST Act” The term 'GST Act' shall include Central Goods and Services Tax Act, 2017
(CGST), State Goods and Services Tax Act, 2017 (SGST), Integrated Goods and Services Tax
Act, 2017 (IGST), Union Territory Goods and Services Tax Act, 2017 (UTGST), Rules and any
other GST related legislation in India.

t) “GST” for the purpose of this Agreement, the term 'GST' shall include taxes levied under
Central Goods and Services Tax Act, 2017 (CGST), State Goods and Services Tax Act, 2017
(SGST), Integrated Goods and Services Tax Act, 2017 (IGST), Union Territory Goods and
Services Tax Act, 2017 (UTGST) and any other taxes levied under the GST related legislation
in India, as may be applicable.

u) “HSE Plan” means the health, safety and environment management plan applicable to the
Works and included as part of the Ninth Schedule.

v) “Owner’s Instruction” shall mean all instructions issued by the Project Manager and/or
the Owner’s Administrator in accordance with Clause 8 (Instructions, Decisions and Orders)
herein.

w) “Owner’s Administrator” means a senior executive of the Owner as stated in First

Schedule appointed in writing by the Owner as the Owner ’s Administrator including any
replacement of such person from time to time for performing the responsibilities set out
in this Agreement and notified in writing to the Contractor;

x) “Indemnified Persons” shall have the meaning ascribed to such term in Clause 15(1)
(Indemnities) herein.

y) “Invoice” shall have the meaning ascribed to in Clause 18(B)(2) (Interim Payments) herein.

z) “Liquidated Damages” shall have the meaning ascribed to such term in Clause 7(10)
(Commencement and Completion and Liquidated Damages for Delayed Completion) herein.

aa) “Main Works” means the works as defined in First Schedule.

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bb) “Milestones” means each stage of the Works identified as interim progress milestone(s)
and as stated in the Third Schedule.

cc) “Period of Completion” means:

(i) in case of the Works, the time for completing the Works, as stated in the Third
Schedule, and

(ii) in case of the Milestones, the time for completing the Milestones, as stated in the
Third Schedule, (each with any extension under Clause 7 (Commencement and
Completion and Liquidated Damages for Delayed Completion) herein, calculated
from the Commencement Date.

dd) “Price” means the sum specified in the Third Schedule hereto as payable to the Contractor
for the Works as adjusted from time to time in accordance with this Agreement. The Price
shall be deemed to cover all matters necessary for the proper execution, completion and
maintenance of the Works and includes all Taxes.

ee) “Programme” shall have the meaning ascribed to such term in Clause 7(1)
(Commencement and Completion and Liquidated Damages for Delayed Completion) herein.

ff) “Project Manager” means a senior executive of the Owner as stated in First Schedule or
such other person appointed by the Owner as its representative to administer this
Agreement on its behalf.

gg) “Quality Assurance Plan” means the quality assurance plan included in the Eighth
Schedule for performance of the Works.

hh) “Qualifying Cause of Delay” means

(i) the delay caused by a Variation unless an extension of Period of Completion has
been agreed under Clause 7(3) (Commencement and Completion and Liquidated
Damages for Delayed Completion) herein; or

(ii) the delay in issue of good for construction drawings or approval of shop drawings
by the Project Manager / the Owner under Clause 2(1) (General); or

(iii) any delay or prevention solely caused by the Owner unless such delay or prevention
is due to a breach by the Contractor of its obligation under this Agreement; or

(iv) Suspension of this Agreement under Clause 20 (Suspension) herein.

ii) “Retention Money Guarantee” shall have the meaning ascribed to in Clause 18(C)(1)
(Retention Monies) herein.

jj) “Retention Monies” means: (i) the accumulated retention moneys retained pursuant to
under Clause 18(C)(I) (Retention Monies) and as more particularly described in the Third
Schedule, and (ii) the retention money bank guarantee equivalent to the amount specified
in the Third Schedule;

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 kk) “Site” means the location set out or demarcated or described in Part E of Second Schedule
– Site Plan herein;

ll) “Specified Date” shall have the meaning ascribed to in Clause 18(B)(1) (Interim Payments)
herein;

mm) “Specifications” means the document entitled Technical Specifications, forming part of
the Second Schedule, and any additions and modifications to the Specification in
accordance with this Agreement;

nn) “Taxes” mean the goods & service tax and other indirect taxes, levies, duties, and cess
(except labour cess) applicable to execution of Works;

oo) “Temporary Works” means the work performed under this Agreement but not forming
part of the Works.

pp) “Variation” means any change to the Works which is instructed or approved as a variation
in accordance with Clause 9 (Variation) herein.

qq) “Works” means the works described in the documents specified in the Second Schedule
hereto and shall be deemed to include any work which is necessary to satisfy the
requirements of applicable laws, or is implied by this Agreement, and all works which
(although not expressly mentioned in this Agreement) are necessary for stability or for the
completion, or safe and proper use and operation of the Works;

(2) Unless expressly stated otherwise or unless the context so requires, references to the
Contractor shall be deemed to include reference to its employees, agents, subcontractors,
contract labour (if any) engaged by the Contractor and its employees of any level.

(3) Words importing the singular also include the plural and vice-versa where the context requires.

(4) The headings or marginal notes in this Agreement shall not be deemed to be part thereof or
taken into consideration in the interpretation or construction thereof or of this Agreement.

(5) All references herein to clauses are references to clauses numbered in this Agreement and not
to those in any other document forming part of this Agreement unless otherwise stated.

(6) Words denoting individuals shall include corporations and vice versa.

(7) Words importing a gender shall include all genders.

(8) “Day” or “day” shall mean a calendar day unless otherwise specified.

(9) All Parties shall be deemed equally to have drafted this Agreement, such that neither this
Agreement as a whole nor any specific provision of it shall be construed against a Party under
the rule of construction of contract that contracts are construed against the drafter.

(10) The documents constituting this Agreement are to be taken as mutually explanatory of each other.
If there is any ambiguity or discrepancy between such documents, the document which

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 prescribes or requires the highest standard or quality takes precedence and the Contractor
shall comply with the highest standard or quality specified or shall perform the more specific
obligation. If the ambiguity or discrepancy remains unresolved, the documents shall be
construed in the following sequence:

(a) Work Order along with Acceptance statement and Specific Clarifications

(b) this Agreement excluding the Schedules forming part of this Agreement.

(c) the Fourth Schedule (The Contractor’s Roles and Responsibilities).

(d) the Specifications.

(e) the Drawings.

(f) the Bill of Quantities forming part of the Second Schedule.

(g) other Schedules and any other documents forming part of this Agreement.

If any ambiguity or discrepancy is found in the Agreement and /or documents, the Project
Manager or the Owner’s Administrator shall issue necessary clarification or the Owner’s
Instruction which shall be binding on the Contractor.

If a Party becomes aware of an error or defect in a document which was prepared for use in
executing the Works, the Party shall promptly give notice to the other Party of this error or
defect.

(12) The words “include” and “including” (or any derivative of these words) are not words of
limitation.

(13) A reference to ‘law’ or ‘applicable law’ or any provisions thereof is to that ‘law’ or ‘applicable
law’ or provision as amended, re-enacted or replaced and includes any subordinate legislation
issued under the law.

(14) Where the Owner is required to exercise discretion, such discretion is an absolute discretion
and does not need to be exercised for the benefit of the Contractor.

(15) A reference to a document or an agreement (including this Agreement) is to that document or

agreement as amended, supplemented, and replaced or novated from time to time.

(16) Wherever in this Agreement provision is made for the giving or issuing of any notice, consent,
approval, request, certificate, confirmation, decision or determination by any person, unless
otherwise specified such notice, consent, approval, request, certificate, confirmation, decision,
or determination shall be in writing and the words 'notify', 'consent', 'approve', 'request',
'certify', 'confirm', 'decide', or 'determine' shall be construed accordingly. Any notice, consent,
approval, request, certificate, confirmation, decision, or determination under this Agreement
shall not be unreasonably withheld or delayed.

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 General

(1) The Project Manager shall issue the good for construction drawings for the Works and approve
shop drawings submitted by Contractor within the period specified in Contractor’s Programme
for the Works that are approved by the Project Manager.

(2) The Contractor shall execute, complete, and maintain the Works in accordance with this
Agreement with due care and diligence, to the satisfaction of the Owner and Project Manager.
In addition, the Contractor shall remedy any defects in the Works within such time and in such
manner as directed by the Owner and Project Manager.

(3) Where applicable, the Contractor shall design the Works in accordance with the requirements
of this Agreement.

(4) The designs shall be submitted by the Contractor to the Project Manager as per the
Specifications, shall be reviewed for compliance with this Agreement and returned with or
without comments as may be deemed appropriate by the Project Manager. The design review
process shall not absolve, diminish, relieve, or limit the obligations and responsibilities of the
Contractor in any manner whatsoever or howsoever. If errors, omissions, ambiguities,
inconsistencies or other defects or imperfections are found by Project Manager in the design,
the design reviewed, and the Works shall be corrected at the Contractor’s cost and expense
immediately and no later than 7 (seven) days of receipt of comments from the Project Manager
as the case may be, notwithstanding the design review process under this clause.

(5) Except the Construction Plant and facilities to be provided by the Owner pursuant to Clause 3
(Owner’s Facilities and Free Issue Materials) herein, the Contractor shall provide all labour,
materials, Construction Plant, Temporary Work and everything whether a permanent or
temporary nature required for the execution, completion and maintenance of the Works. All
such resources provided and deployed by the Contractor deemed unacceptable by the
Owner/Project Manager for any reason whatsoever shall be removed by the Contractor from
the Site forthwith and shall be replaced by the Contractor immediately. Any delay suffered,
and / or additional cost incurred by the Contractor consequent to the removal and
replacement of the resources deemed unacceptable by Owner/Project Manager shall be the
sole liability and responsibility of the Contractor.

(6) The Contractor shall not subcontract the whole or any part of the Works without prior written
consent of the Owner. In case of any subcontracting by the Contractor, (i) The Contractor shall
be fully responsible for the acts, omissions or defaults of each subcontractor appointed by it
and its agents and employees in the same way as the Contractor shall be responsible for its
own acts, omissions and defaults, and (ii) each of the Contractor's subcontract/s shall include
provisions which would entitle the Owner to require that the benefits of the Contractor's rights
and obligations under the subcontract/s be assigned to the Owner in two circumstances (a) if
the Agreement is terminated under the provisions of Sub-Clause 22(A) or Sub-Clause 22(C)
herein and (b) if the subcontractor’s obligation extends beyond the expiry of the relevant
Defects Liability Period.

(7) The Contractor shall be fully responsible for the security of the Construction Plant, Temporary
Works, materials, plant, tools, and equipment while placed upon the Site.

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(8) The Contractor expressly acknowledges and warrants that the Owner entered into this
Agreement in reliance upon the skill and judgment of the Contractor to execute and complete
the Works in accordance with the Agreement.

(9) The Contractor’s entitlement to payment or reimbursement for any cost, loss, expense, or
damage is as provided in this Agreement. The Owner, its directors, employees and agents shall
not be liable to the Contractor in tort for negligence or otherwise, at law, including by statute
to the extent it is possible to exclude liability and in equity, including for restitution for unjust
enrichment and for any cost, loss, expense or damage which is not expressly provided in the
Agreement.

The Contractor shall comply with all applicable laws, rules, and regulations in India in relation
to the execution of the Works. Except for Labour Compliances set out in Clause 4 herein, for
which the Contractor shall be responsible, the Owner shall obtain all licences, permits,
temporary permits and authorisations required by any applicable laws, rules, and regulations
for the performance of the Works.

Owner's Facilities and Free Issue Materials

Owner’s Facilities

(i) The Owner shall provide at the Site, the Construction Plant and other facilities
specified (if any) in the Fifth Schedule and shall permit the Contractor, in common with
such other contractors/subcontractors as the Owner may allow, to have the use
thereof for the purposes of executing and completing the Works until date of
completion, upon such terms and conditions, if any, as are specified in the said Fifth
Schedule

The Owner shall be responsible for the aforementioned Construction Plant and other
facilities (while in its possession and/or under its control), except that the Contractor
shall be responsible for each item whilst any of the Contractor or its personnel is
operating it, driving it, directing it, using it, or in control of it.

Free Issue Material

(i) The Owner shall supply to the Contractor, free of charge, the free-issue materials &
facilities (if any) specified in the Fifth Schedule, at the place(s) specified therein and
within the times that shall be required to enable the Contractor to proceed with
execution and completion of the Works in accordance with the Programme. The supply
of such free-issue materials and facilities shall be in accordance with the details and
arrangements and upon the terms and conditions (if any) set out in the Fifth Schedule
to this Agreement

(ii) When made available by the Owner, the Contractor shall visually inspect the free-issue
materials or may test such materials and shall promptly give notice to the Project
Manager of any shortage, defect, or default in them. Unless the Parties agree
otherwise, the Owner shall promptly rectify the notified shortage, defect, or default.
After this visual inspection or testing, as the case may be, the free-issue materials shall

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 come under the care, custody and control of the Contractor and the Owner shall have
no liability for such free issue materials.

The leftover free issue materials (if any) after the issuance of Final Completion Certificate shall
be handed over to the Owner as notified by the Project Manager

Grant of License, Inspection of Site and Site Access

(1) The Contractor shall be deemed to have inspected and examined the Site and its surroundings
and to have satisfied itself, before entering into this Agreement, as regards existing roads or
other means of communication with and access to the Site, the form and nature of the Site, all
relevant physical conditions upon and below the surface of the Site and the climatic conditions
at or near the Site, the risk of injury or damage to property adjacent to the Site or to the
occupiers of such property, the nature of the work and materials necessary for the completion
of the Works, the availability of labour and the accommodation he may require and generally
to have obtained for himself all necessary information as to risks, contingencies and all other
circumstances which could influence or affect its offer and the execution of the Works, and
shall not serve as the basis for a claim in respect of additional Cost or extension of time.

(2) The Contractor shall, in the execution of the Works on the Site, observe the same hours of
working as instructed by the Project Manager, unless otherwise agreed, and shall comply with
all reasonable rules and regulations of the Owner governing the execution of the Works, the
arrival at and departure from the Site of materials and Construction Plant and the storage of
materials, equipment, Temporary Works and Construction Plant on the Site.

(3) The Project Manager shall from time to time make available to the Contractor such part or
parts of the Site and such means of access thereto within the Site on a non-exclusive temporary
basis, as shall be necessary to enable the Contractor to execute the Works in accordance with
the Programme only. The Contractor agrees that the Owner shall not be bound to give the
Contractor exclusive possession or exclusive control of any part of the Site and the Contractor
shall not claim any right or interest in the Site or any part thereof;

(4) The Contractor acknowledges and agrees that the licence granted for access to the Site is on a
non-exclusive temporary basis and the Owner and its servants, agents, the Owner’s
Administrator, and other contractors engaged by the Owner, utility undertaking, relevant
government authorities, the Owner, and any other subcontractors or parties engaged in the
execution of the Main Works shall at all times, have reasonable access to the Works and to
such places on or off the Site where any work or materials are being executed, prepared or
stored by or on behalf of the Contractor in connection with the Works, and shall not serve as
the basis for a claim in respect of additional Cost or extension of time for Period of Completion.

(5) The Contractor shall in the performance of the Works be solely responsible for the clearance
and collection in one location designated by the Project Manager of all debris and rubbish
arising from or in connection with the Works. In the event that the Contractor shall be in
breach of this sub-clause, the Owner shall have these materials removed from the Site and
recover from the Contractor such costs as may be incurred by the Owner.

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(6) The Owner hereby grants the Contractor a non-exclusive temporary license only to enter and
work upon the Site for the sole purpose of executing the Works subject to the Contractor
strictly fulfilling its obligations under the Agreement including providing various bank
guarantees to the Owner as stipulated hereunder. The license to enter the Site shall at all times
be subject to the provisions of this Agreement. The Owner shall at all times remain in legal and
physical possession of the Site and the Contractor shall not have or claim any right, title, or
interest in respect of any portion of the Site. The Contractor, its personnel, employees, and
agents shall adhere to the terms of access to and use of the Site as set out in this Agreement.
This license shall stand revoked and withdrawn with immediate effect upon termination or
expiry of the Agreement, whichever is earlier, and the Owner shall have the right (in its
absolute discretion) to deny or prevent entry to the Contractor’s personnel, employees and
agents and any apparatus, machinery, vehicles to the Site and secure the Site against any
unauthorised entry or access. The Owner shall permit the Contractor and its personnel,
employees and agents’ access to the Site for the limited purpose of carrying out obligations or
instructions under the Agreement. This Agreement does not give any right of tenancy or sub
tenancy type of license to the Contractor, save and in respect, to enter the Site for the purpose
of this Agreement as long as this Agreement subsists and also subject to the rules and security
procedures of the Owner.

Representations, Warranties and Covenants

(1) At all times whilst actually engaged on the Works, the Contractor shall employ a competent
site representative fluent in spoken and written English, who is acceptable to the Owner and
duly authorised by the Contractor in writing. The duly authorised site representative of the
Contractor accepted by the Owner shall not absolve, diminish, relieve, or limit the obligations
and responsibilities of the site representative and/or the Contractor under this Agreement in
any manner whatsoever.

(2) Such site representative shall receive on behalf of the Contractor, directions and instructions
from the Project Manager and the Owner’s Administrator.

(3) The Contractor shall not remove or replace the site representative without the prior written
consent of the Project Manager or the Owner’s Administrator. If the acceptance of the site
representative is withdrawn by the Owner, the Contractor shall forthwith remove the site
representative from the Site and shall not thereafter employ him again on the Site in any
capacity and shall replace him by another English-speaking site representative accepted by the
Owner. Any time or cost implication to the Works consequent to the replacement of the site
representative shall solely be the liability and responsibility of the Contractor.

(4) Any additional conditions applicable to the site representative shall be as stated in Third
Schedule.

(5) The Contractor represents, warrants and covenants as follows:

(a) it is a company duly incorporated and validly existing under the laws of India.

(b) the execution, delivery and performance of the Agreement by the Contractor and the
consummation of the transactions contemplated hereby do not and will not

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 contravene the certificate of incorporation or by-laws of the Contractor and does not
and will not conflict with or result in (i) a breach of or default under any indenture,
agreement, judgment, decree, order or ruling to which the Contractor is a party that
would materially adversely affect the Contractor's ability to perform its obligations
under this Agreement; or (ii) a breach of any applicable law;

(c) all authorizations by, approvals or orders by, consents of, notices to, filings with or
other acts by or in respect of any governmental entity or any other person required
in connection with the execution, delivery and performance of the Agreement by the
Contractor have been obtained;

(d) the Contractor shall not take any action or make any statement that is defamatory,
abusive, derogatory, or controversial and that may hurt the reputation of the Owner
or any other person, entity, or group.

(e) it is not under any disability, restriction or prohibition, whether legal, contractual or
otherwise, which shall prevent them from performing or adhering to any of their
obligations under this Agreement and have not entered into and shall not enter into
any memorandum of understanding and/or agreement that may violate this
Agreement;

(f) no litigation, arbitration or administrative proceedings are threatened, or to the

knowledge of the Contractor, pending which call into question the validity or
performance of its obligations `under the Agreement.

(g) it has the necessary experience and expertise to carry out the Works as contemplated
in the Agreement and qualified and trained manpower, equipment to carry out and
complete the same.

(h) It shall comply with the provisions of all labour laws including the Contract Labour
(Abolition and Regulation) Act, 1970 which are applicable to the Contractor and/or its
employees and shall be solely responsible for liabilities arising out of such compliance,
non-compliance or implementation or non-implementation. The Contractor shall be
solely responsible for all the obligations under the above act or any other statutes and
for the payment of damage, dues, compensation, wages, salary or claims etc. to the
employees employed by the Contractor and the Contractor hereby agrees and
undertakes to reimburse and indemnify and always keep indemnified the Owner in
case the Owner is compelled or obliged to pay any such damages, dues,
compensations, wages, claims etc., by virtue of breach or violation of any of the
provisions of the above or any other statute, laws, rules regulations etc., by the
Contractor or its employees.

The Owner’s Claims in accordance with Agreement

(1) If the Owner considers itself to be entitled to any payment under any Clause of the Agreement
or otherwise in connection with the Agreement, the Project Manager and/or the Owner’s
Administrator shall give notice to the Contractor, describing the event or circumstance giving
rise to the claim. The notice shall be given as soon as practicable as and not later than 56 (Fifty-

Page 15 of 85
 Six) days after the Owner became aware of the event or circumstance giving rise to the claim
and shall specify the basis of the claim.

(2) The Project Manager and/or the Owner’s Administrator shall consult with the Contractor in an
endeavour to reach agreement on the claim amount. If an agreement is not reached within 56
(Fifty-Six) days of the Owner notifying the Contractor, the matter shall be resolved in
accordance with clause 23 herein (Disputes).

Commencement, Completion and Liquidated Damages for Delayed

(1) Within 14 (fourteen) days of the Effective Date, the Contractor shall provide a detailed
programme of its Work that is in accordance with the Owner’s programme for completion of
the Main Works and the Period of Completion of the Milestones and the Works (“Programme”)
and meets the requirements stipulated in Second and Third Schedule. The Contractor shall
revise this Programme as necessary from time to time and for any amendment thereto which
may be made by the Owner during execution of the Main Works. The Contractor shall specify
in the Programme what it considers to be critical activities of the Works, for which delay to
such critical activities will cause delay to the completion of the Works. Notwithstanding the
critical activities indicated in the Programme by the Contractor, the Project Manager and/or
the Owner’s Administrator have the sole discretion to determine whether the critical activities
indicated in the Programme by the Contractor are considered events of delay which have
affected the critical path of execution of the Works, which shall be final and binding on the
Contractor and shall determine whether an extension of time shall be granted to the
Contractor.

(2) The Contractor shall have commenced the execution of the Works no later than 14 (fourteen)
days from the Commencement Date, and thereafter shall proceed with the Works with due
expedition and without delay to achieve the Milestone/s and complete the Works within the
Period of Completion.

(3) If the Contractor is delayed in the execution of the Works on account of Qualifying Causes of
Delay, then, in any such event the Contractor shall be entitled to such reasonable extension of
the relevant Period for Completion as the Project Manager and / or the Owner’s Administrator
shall determine in their discretion. In addition, and only if such Qualifying Causes of Delay
exceeds the Price Validity stipulated in the Third Schedule, the Contractor shall be entitled to
receive such Costs incurred by it on account of Qualifying Causes of Delay as may be deemed
reasonable by the Project Manager and / or the Owner’s Administrator for this purpose. The
Contractor shall submit all supporting documents as may be required by the Project Manager.
If agreement is not achieved, the Owner shall make a fair determination in accordance with
Agreement, taking due regard of all relevant circumstances. The Owner’s decision in respect
of entitlement or assessment of such cost, shall be deemed final.

(4) In assessing each claim for an extension of the relevant Period of Completion, the Project
Manager and / or the Owner’s Administrator shall:

(i) not grant an extension where more than one event causes concurrent delays and the
cause of at least one of those events is not a Qualifying Cause of Delay; and

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 (ii) take into account any acts, omissions or defaults of the Contractor in preventing or
mitigating the Qualifying Causes of Delay.

(5) It shall be a condition precedent to the Contractor's right to an extension of the Period of
Completion that it shall have given written notice to the Project Manager with copy to the
Owner’s Administrator of the circumstances or occurrence which will delay or has delayed it
within 7 (seven) days of the Contractor first becoming aware or should reasonably have
become aware of such delay and provided further that the delay claimed by the Contractor
shall be on account of Qualifying Cause of Delay. Within 14 (fourteen) days of such notice, the
Contractor shall provide all substantiating evidence and documentation to establish the
Contractor’s entitlement to extension of time including reference to the specific provisions of
the Agreement under which such entitlement is claimed. If the event of delay has a continuing
effect, the Contractor’s submission shall be regarded as interim and the Contractor shall
provide at monthly intervals update(s) in writing of the continuing event of delay. Failure by
the Contractor to comply with the requirements of this clause shall result in forfeiture of any
entitlement to extension of time & Cost and the Owner shall be discharged from all liability in
connection thereto.

(6) Subject to terms of the non-exclusive licence granted by the Owner to the Contractor for
entering the Site, nothing in this clause shall be construed as preventing the Contractor from
commencing at the Site any work necessary for the execution of the Works at any time prior
to the Commencement Date provided that the Contractor has satisfied itself as to the accuracy
of information upon which it proposes to proceed. If the Contractor shall commence any work
prior to Commencement Date, it shall do so entirely at its own risk and the Contractor retains
full responsibility for any consequences of its action.

(7) If at any time it should appear to the Project Manager that the actual progress of the Works or
any Milestone or part thereof is too slow to ensure completion within the relevant Period for
Completion as specified in the Third Schedule, the Project Manager may so inform the
Contractor in writing and the Contractor shall immediately take such steps as are necessary to
expedite the completion of the Works or any Milestone or part thereof. Immediately on receipt
of such notice, the Contractor shall within 5 (five) days inform the Project Manager, in writing,
of such proposed steps which shall be incorporated into the Programme to demonstrate
completion of the Works, Milestone or part within the relevant Period of Completion. If the
Contractor fails to provide a Programme in accordance with the provisions this Sub-Clause, the
Project Manager may prepare a Programme at the Contractor’s cost and the Contractor shall
comply with such a Programme.

(8) If the Contractor does not provide sufficient labour, plant and / or materials to ensure
completion of the Works or any Milestone or part thereof within the Period of Completion
specified in the Third Schedule, or any other schedule mutually agreed during the period of
completion of the Works, the Project Manager may after having given 7 (seven) days written
notice, without prejudice to any other right or remedy of the Owner, employ at the cost and
expense of the Contractor such additional labour, plant, materials and supervisory staff or
other entities on the whole, as the Project Manager thinks necessary to complete the Works
or any Milestone or part thereof.

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(9) The Contractor shall monitor the progress of the Works and ensure that the same is in
accordance with the Programme and shall from the Commencement Date, submit formal
written and quantitative monthly progress reports to the Project Manager, including details as
required by the Project Manager, on the progress of its obligations under the Agreement. The
progress reports shall be in sufficient detail so as to enable the Project Manager to assess the
completion, plan witness dates and evaluate forecasts and shall be in the format approved by
the Project Manager. Each progress report shall be submitted at least 5 (five) days before the
Owner’s schedule of submission of the report for the Main Works as intimated by the Project
Manager to the Contractor. Progress reports shall be reviewed by the Project Manager in
consultation with the Owner’s Administrator and shall form a basis of payment to be made
against invoices raised by the Contractor.

(10) In the event that the Contractor fails to (a) achieve Completion within the Period of Completion,
or (b) achieve any Milestone within the applicable Period of Completion, for reasons other
than Force Majeure or a Qualifying Cause of Delay, without prejudice to the other rights of the
Owner under this Agreement, the Contractor shall be liable to pay liquidated damages for
delay at such rates as is prescribed in the Third Schedule for every week or part of the week
which shall elapse (i)in case of the Works, between the Period of Completion and the date of
actual Completion of Works in accordance with the Agreement, and (ii)in case of the
Milestones, between the relevant Period of Completion and the date of actual completion of
Milestone in accordance with the Agreement (“Liquidated Damages”).

(11) The Owner’s right and entitlement to impose Liquidated Damages on the Contractor under
this Agreement shall be exclusive. Such Liquidated Damages shall be recovered either by way
of adjustment or deductions from the amounts payable to the Contractor or by encashment
of the Performance Guarantee.

(12) The Liquidated Damages is an agreed extent of damages that the Contractor undertakes to pay
the Owner in the event of a default on the part of the Contractor under this Agreement and it
is agreed that such damages are reasonable and do not constitute a penalty. Liquidated
Damages is not an exact estimate of the losses that the Owner could incur in the event of a
delay. The Contractor agrees to pay such Liquidated Damages as and when the Project
Manager makes a written demand and such damages becomes due without proof of actual
loss or damage by the Owner.

Instructions, Decisions and Orders

(1) Subject to Clause 9 (Variations) herein, the Contractor shall in relation to the Works forthwith
comply with all instructions, decisions and orders of the Owner and / or the Owner’s
Administrator which are notified and confirmed in writing to the Contractor by the Project
Manager and each such instructions, decision and order shall be deemed to be the Owner’s
Instruction under the Agreement.

(2) The Project Manager or the Owner’s Administrator shall have the authority to give instructions,
decisions and orders in respect of any matter whatsoever relating to the Works, each of which
shall be given or confirmed in writing, each being the “Owner’s Instruction” and the Contractor
shall comply forthwith with such the Owner’s Instructions. For the avoidance of doubt and

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 notwithstanding any contrary provisions in this Agreement, the issue of the Owner’s
Instructions shall not entitle the Contractor to any additional Cost, or extension of time unless
expressly specified in this Agreement. Save & except for the Owner’s Instructions issued by the
Project Manager or the Owner’s Administrator specifically stating that such the Owner’s
Instructions amounts to a Variation under this Agreement and specifically referring to Clause
9 (Variations) herein, other the Owner’s Instructions shall not constitute Variation under this
Agreement. The absence of a statement that the Owner’s Instructions issued by the Project
Manager or the Owner’s Administrator amount to Variation under this Agreement and the lack
of reference to Clause 9 (Variations) herein shall not preclude the Project Manager or the
Owner’s Administrator’s from confirming later that such the Owner’s Instructions issued
constitute a Variation under this Agreement.

(3) The Contractor shall not be relieved of any obligations under this Agreement by reason of the
failure of the Owner to nominate and appoint a Project Manager. In the event of failure by the
Owner to nominate and appoint a Project Manager, all rights and entitlements exercisable by
a Project Manager under this Agreement shall be assumed by the Owner.

Variations

(1) The Contractor shall carry out such Variations to the Works, whether by way of addition,
modification, or omission, as may be ordered in writing in the form of the Owner’s Instruction
by the Project Manager or the Owner’s Administrator.

(2) The Contractor shall not act upon an unconfirmed verbal instruction, decision or order which
is directly received by him from the Project Manager whether for the variation of the Works
or otherwise. If the Contractor receives any such direct instruction, decision or order, it shall
forthwith inform the Owner or the Owner's Administrator and shall provide the Owner or the
Owner’s Administrator with a copy of the same if given in writing. The Contractor shall only
act upon such instruction, decision or order as directed in writing by the Project Manager or
the Owner’s Administrator as the Owner’s Instruction.

(3) The Contractor acknowledges and accepts that notwithstanding anything in this Agreement,
the Project Manager may direct the Contractor to immediately comply with a direction
notwithstanding that it is a Variation, and the Contractor shall comply with the same. If the
Contractor does not believe that the Owner’s Instruction is a Variation, it will ensure that the
Owner’s Instruction is immediately complied with in accordance with this Agreement.

(4) Save as aforesaid, the Contractor shall not make any alteration in or modification of the Works.

(5) If the Contractor believes that the Owner’s Instruction is a Variation, immediately and no later
than 5 (five) days of receipt of such the Owner’s Instruction for Variation, the Contractor shall
submit a proposal to the Project Manager:

(a) giving a description of the proposed work to be performed and a Program for its
execution;

(b) stating any necessary modifications to the Program and to the Period for Completion;
and

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 (c) Evaluation of the Variation in the manner prescribed below in Clause 10 (Valuation of
Variations) herein below.

(6) The Project Manager shall, as soon as practicable after receiving this proposal for Variations
respond with approval, disapproval, or comments.

(7) The Contractor shall not delay any work whilst awaiting a response in respect of any proposal
submitted under this Clause 9 (Variations) herein.

(8) Notwithstanding anything contained herein, Parties agree that if the Project Manager, directs
the Contractor to reduce or omit any part of the Works from the scope of Works then: (i) the
Price shall stand reduced by the value of such reduced or omitted works, and (ii) no
compensation shall be payable to the Contractor on such reduced or omitted works.

(9) The Project Manager and the Contractor shall undertake a monthly review of any pending
Owner’s Instruction for Variation with a view to approve or disapprove a Variation. Provided
however the decision of the Project Manager on whether or not the Owner’s Instruction
constitutes a Variation shall be final and binding on the Contractor.

Valuation of Variations

(1) All authorised Variations of the Works as aforesaid shall be valued in the manner provided by
this Clause and the value thereof shall be added to or deducted from the Price, as the case
may require. The value of all authorised Variations shall be ascertained by the Project Manager
and / or the Owner’s Administrator by reference to the rates and prices (if any), specified in
this Agreement for the like or analogous work. If there is no such item, the appropriate rate or
price shall be determined by the Project Manager and / or the Owner’s Administrator based
on rate or price specified for similar item of work. However, a new rate or price shall be
appropriate for an item of work if:

(a) the work is instructed under Clause 9 (Variations) herein, and

(b) no rate or price is specified in the Agreement for this item or similar item.

If, and only if, work cannot be evaluated on any of the foregoing basis, then the evaluation
shall be based on day work rates specified in the Agreement. If no day work rates are specified,
evaluation shall be based on the cost of Construction Plant, materials or goods and labour
necessary for the execution of the Works, as determined or agreed by the Project Manager
and / or the Owner’s Administrator, plus such percentage towards overheads and profit as
specified in the Third Schedule.

Until such time as an appropriate rate or price is agreed or determined, the Project Manager
and / or the Owner’s Administrator shall determine a provisional rate or price for the purposes
of the interim Invoices.

(2) Save where the contrary is expressly stated in any bills of quantities forming part of the
Agreement, no quantity stated therein shall be taken to define or limit the extent of any work
done by the Contractor in the execution and completion of the Works.

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 Notices and Claims

(1) The Contractor shall in relation to the Works give all returns, accounts or notice or such other
information in writing to the Project Manager (with copy to the Owner’s Administrator at the
addresses specified in the First Schedule) or as may be directed by the Owner.

Force Majeure

(1) If any Party is prevented from performing any of its obligations under this Agreement by Force
Majeure, then it shall give notice to the other Party of the event or circumstances constituting
the Force Majeure and shall specify the obligations, the performance of which is prevented.
The notice shall be given within 5 (five) days after the Party became aware, or should have
become aware with reasonable diligence, of the relevant event or circumstance constituting
Force Majeure.

(2) The Party giving the notice shall be excused from performance of such of its obligations that
have been affected by Force Majeure and for so long as such Force Majeure prevents it from
performing them. The Parties acknowledge that giving of notice in accordance with this Sub-
Clause is a pre-condition for the affected Party to exercise any rights under this Clause 12
(Force Majeure) herein on account of Force Majeure and failure to give such notice shall
disentitle the Party from exercising such rights.

(3) Notwithstanding any other provision of this Clause, Force Majeure shall not excuse either Party
from its obligation to make payments to the other Party, for the period prior to the occurrence
of the event of Force Majeure, that have become due and payable in accordance with the
Agreement.

(4) If a Force Majeure event has prevented or substantially affected or hindered the performance
of the work under this Agreement for a continuous period of 90 (ninety) days or for a
cumulative period in excess of 180 (one hundred and eighty) days in any calendar year, then
either the Party may give to the other a notice of termination, which shall take effect 30 (thirty)
days after the date of such notice. If, at the end of the 30 (thirty) day period, the effect of the
Force Majeure continues, this Agreement shall stand terminated and the Contractor shall be
entitled to receive payment pertaining to the following amounts, insofar as these amounts or
costs have not been covered by payments already made to the Contractor minus the amounts
due to or recoverable by the Owner from the Contractor:

(a) the value of the Works, plant and materials incorporated in the Works and any other
sums due to the Contractor for work executed in accordance with the Agreement, as
evaluated by the Project Manager on the date of termination;

(b) any other Cost incurred by the Contractor for work executed in accordance with the
Agreement; and

(c) the cost of removal of Temporary Works, Construction Plant and equipment from the
Site to the Contractor’s designated place.

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(5) Each Party shall at all times use all reasonable endeavors to mitigate the effect of any Force
Majeure event and the Contractor shall comply with any directions from the Project Manager
and/or the Owner’s Administrator to achieve such mitigation. The affected Party shall
promptly give notice to the other Party when it ceases to be affected by the Force Majeure.

Safety and Security

(1) It is the Owner's policy that work is carried out in a safe manner and that occupational health
and safety is to be regarded as a prerequisite in all operations and activities. The Project
Manager shall retain a copy of the HSE Plan on the Site for reference by the Contractor.

(2) The Contractor shall throughout the progress of the Works have full regard for the health and
safety of all persons who may be affected by the execution of the Works whether or not such
persons are on or in the vicinity of the Site and shall comply with the HSE Plan in letter and
spirit.

(3) Without prejudice to the generality of the previous sub-clause, the Contractor shall keep the
Site (so far as the same is under its supervision) and the Works (so far as the same are not
completed or occupied by the Owner) in an orderly state appropriate to the avoidance of
danger to such persons and shall inter alia in connection with the Works provide and subject
to the common facilities made available by the Owner at the Site in accordance with Clause 3
(Owner’s Facilities and Free Issue Materials) herein, maintain at its own cost all lights, guards,
fencing, warning signs and watching when and where necessary or required by the Project
Manager or the Owner’s Administrator or by any competent statutory or other authority for
the protection of the Works or for the safety and convenience of the public or others, and in
particular where work is being carried out in darkness shall ensure that all parts of the Works
where work is being carried on are so lighted as to ensure the safety of all persons on the Site.

(4) The Contractor may at any time be required to take part in the safety management committee,
site inspections, reviews and statistical data collection and reporting. The Contractor is
required to abide by the requirements of the HSE Plan and the safety management committee
of the Owner. The Contractor shall appoint one person within its organisation as “Safety Officer”
who shall be the single point of contact for the Project Manager in respect of all safety issues
and who shall attend meetings arranged by the safety management committees, site
inspections, reviews and statistical data collection and reporting as contemplated by the
Agreement.

(5) The Contractor shall be required to attend monthly safety meetings organised by the Owner.
In addition, the Contractor shall ensure that all its subcontractor’s employees and
subcontractors appointed in accordance with this Agreement:

(a) attend all “safety toolbox meetings” as may be required by the Project Manager; and

(b) attend Site safety induction courses as required by the Project Manager,

Failing which the Project Manager shall be entitled to impose damages in accordance with the
Third Schedule

Page 22 of 85
(6) The Contractor shall comply with the Owner's safety policy and the HSE Plan, as may be
amended from time to time and applicable laws when executing the Works.

(7) The Contractor shall provide and maintain all personal safety equipment to its employees and
subcontractors and shall take all reasonable and practicable steps to ensure that their
employees and subcontractors wear personal safety equipment as required by sub-clause 13
(6) above. Records shall be maintained by the Project Manager of all employees and
subcontractors failing to wear the requisite personal safety equipment and damages shall be
imposed in accordance with the Third Schedule for each occurrence and for each item of
equipment not worn.

(8) The Contractor shall take all reasonable and practicable steps to provide and or maintain the
safety installations on the Site in so far as they relate to the Works. Any damage caused by the
Contractor to the safety installations shall be repaired by the Owner at the sole expense and
cost of the Contractor.

(9) The Contractor acknowledges the importance of occupational health, safety and security
matters of this Agreement and agrees that the damages imposed pursuant to Clauses 13(5)
and 13(7) herein are necessary to reflect the importance of occupational health, safety and
security matters under the Agreement. The Contractor agrees that the damages imposed
under Clauses 13(5) and 13(7) herein are genuine, reasonable and pre-estimated losses that
the Owner is likely to suffer in the event the Contractor fails to honour the provisions of the
said clauses and that the Contractor agrees not to object or contest the Owner’s claim and
entitlement to such damages under the Agreement.

(10) The Contractor shall comply with all the Owner’s regulations, policies and procedures related
to the Works which include, but not limited to, safety, security, health and environment and
access to the Site.

(11) The Contractor acknowledges and confirms that on account of the Contractor’s failure to
comply with its obligations under this Agreement including Clause 13 (Safety and Security)
herein and Clause 24 (Quality Control) herein, the Owner shall be entitled to recover such
amounts from the Contractor which shall be adjusted against amounts payable to the
Contractor under this Agreement or recovered from the Performance Guarantee.

(12) A health, safety and environment management plan called the HSE Plan is being implemented
by the Owner for the Main Works. The Contractor has made himself fully familiar with the
requirements as detailed in the Ninth Schedule (which includes the HSE Plan herein, in so far
as they relate to the Works) and shall be deemed to have made due allowance in the Price for
such competent staff as may be necessary to comply with such requirements and with the
Owner’s own environmental management arrangements. In addition to the foregoing, the
Contractor shall ensure that it does not contravene any environmental law or regulations in
the performance of the Works.

Property in Materials and Plant

(1) Where it is provided or instructed by the Project Manager that the property in the nature of
Construction Plant, Temporary Works, materials or things whatsoever shall in certain events

Page 23 of 85
 vest with the Owner, then in so far as such Construction Plant, Temporary Works, materials or
things are to be provided by the Contractor in connection with the Works, ownership in such
properties therein shall pass from the Contractor to the Owner, as the case may be, when
delivered to Site.

(2) All material and plant provided by the Contractor for incorporation into the Works shall remain
at the entire and sole risk of the Contractor until such are incorporated into the Works and a
Taking-Over Certificate is issued in accordance with Clause 17 (Taking Over and Defects
Liability) herein.

Indemnities

(1) Without prejudice to the indemnity obligations of the Contractor set out elsewhere in this
Agreement, the Contractor shall at all times indemnify and keep indemnified the Owner, their
personnel and their respective directors, officers, employees and agents (together the
“Indemnified Persons”) against all direct or indirect claims, losses, damages, liabilities
(including legal fees and expenses) incurred by the Indemnified Persons arising out of or in
connection with the following:

(a) any breach or alleged breach or non-performance by the Contractor of any of the
Works, services, undertakings, representations, warranties, or obligations under this
Agreement.

(b) any bodily injury, sickness, disease, death, damage to property or other loss to any
persons (including the servants and agents of the Owner or the Contractor or the
Contractor’s subcontractor, which may arise out of or in consequence of the design,
execution, completion or maintenance of the Works and the remedying of any defects.
Provided that the Contractor shall not be bound to indemnify the Indemnified Persons
against any such liability or claim if the injury, sickness, disease, death, damage or loss
in question was caused solely by the gross negligence or wilful breach by the
Indemnified Persons.

(c) as a result of incorporating any designs supplied by the Contractor into the drawings
developed by the Owner constituting the infringement of the rights of any third party
including breach of any patent, copyright or trademark infringement caused by any of
them.

(d) failure to obtain, maintain and renew any applicable permits, approvals, licenses for
the performance of the Works.

(e) any wilful default or gross negligence of the Contractor, its employees, agents,
directors, and officers; or

(f) failure to observe and comply with any applicable law and relevant statutory
requirements, regulations, rules and byelaws in the execution of the Works.

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 Insurance

(1) Without limiting to the Contractor's obligations and liabilities under the Agreement, the
Contractor shall effect insurance against such risks as are specified in the Sixth Schedule hereto
and in such sums and for the benefit of such persons as are specified therein and unless the
said Sixth Schedule otherwise provides, shall maintain such insurance from the time the
Contractor first enters upon the Site for the purpose of executing the Works until the
Contractor has finally performed its obligations under Clause 17 (Taking Over and Defects
Liability) herein.

(2) The Contractor shall submit copies of the appropriate policy of insurance together with
receipts for premium paid there under as and when required by the Project Manager or the
Owner’s Administrator. In the event of the Contractor failing to effect and maintain such
insurance policies, the Owner may itself effect such insurance and recover the premium paid
for effecting such insurance plus any additional cost and expense incurred in effecting such
insurance as an adjustment to the Price or by encashment of the Performance Guarantee.

(3) Without limiting to the Contractor’s obligation of procuring Insurances stipulated in

“Contractor’s Insurances” the Sixth Schedule, the Contractor shall also comply with the
requirements of the “the Owner’s Policy of Insurance” mentioned in the Sixth Schedule. The
Contractor shall extend all necessary cooperation to the Owner and the insurer, in the event
the Contractor and/or the Owner have a claim under the Owner’s Policy of Insurance.

(4) Notwithstanding anything to the contrary contained herein, if the loss or damage has been
caused by any act or omission of the Contractor or its employees, visitors, guests, customers
and agents and if the insurance claim made by the Owner from its insurance company is either
rejected or the insurance proceeds are lower than the claim amount/loss or damage which has
been suffered, then the Contractor will be liable to make good the balance amount and the
Owner will be entitled to claim such balance amount from the Contractor and file appropriate
legal proceedings in this regard.

(5) The Contractor shall not to do or permit to be done any act or thing which may render void or
voidable any insurance of the Premises /Building or any part thereof or whereby any increased
premium shall become payable in respect of the insurance obtained by the Owner and/or any
third party. In the event such increased premium is payable, the same shall be payable by the
Contractor

Virtual Completion, Taking Over and Defects Liability

(1) The Contractor shall complete all the Works in accordance with the Agreement and raise a
request for joint inspection. After such inspection, the Contractor shall be issued a Virtual
Completion Certificate by the Project Manager (“Virtual Completion”) along with the snag list,
if any. The Contractor shall then complete the work identified in snag list within 21 (twenty-
one) days before issuing a further notice under this Sub-Clause.

(2) The completion of the Works shall be achieved when:

(i) these works identified in the snag list have been completed in accordance with this

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 Agreement except for any minor outstanding work and defects which will not
substantially affect the use of the Works for their intended purpose.

(ii) these works have passed the tests on completion as identified in the Specifications
and other Documents (if any); and

(iii) if required by the Specifications, the “as built” documents and operation and
maintenance manuals in respect of the Works been submitted by the Contractor and
approved by the Project Manager.

(3) Not earlier than 7 (seven) days before the Works will, in the Contractor 's opinion, be complete
the Contractor shall notify the Project Manager. The Project Manager shall, within 21 (twenty-
one) days after receipt of this notice:

(i) notify the Contractor that completion of the Works has been achieved, stating the
date of completion; or

(ii) notify the Contractor of his opinion that completion of the Works has not been
achieved, giving reasons, and specifying the work required to be done by the
Contractor to achieve completion. The Contractor shall then complete this work
before issuing a further notice under this Sub-Clause.

(4) Unless otherwise specified in Third Schedule, if completion of the Works has been
achieved in accordance with this Clause, the Works shall be deemed to have been taken-
over by the Owner and the Project Manager shall issue the taking-over certificate to the
Contractor (“Taking-Over Certificate”) and the Contractor shall cease to be liable for the care
of the Works save and except as provided in Sub-Clause (5) below.

(5) The Contractor shall maintain the Works in the condition required by this Agreement (fair wear
and tear excepted) to the satisfaction of the Project Manager, and shall make good every
defect and imperfection therein arising from any cause whatsoever until issue of the Taking
Over Certificate and subject to Clause 16 (Insurance), shall not be entitled to any additional
Cost for doing so.

(6) After issue of the Taking Over Certificate for the Works, the Contractor shall at its cost and
expense, maintain the Works in accordance with this Agreement and shall make good and
rectify such every defect and imperfection therein arising from any cause whatsoever, as
notified by the Project Manager during the Defects Liability Period.

Provided always that if any defect or imperfection made good by the Contractor under this
Clause is caused solely by the default or breach by the other subcontractors employed by the
Owner, the Contractor shall be entitled to be paid by the Owner its reasonable costs of making
good such defect or imperfection.

(7) Performance of the Contractor’s obligations shall not be considered to have been completed
until the Project Manager or the Owner’s Administrator has issued the final completion
certificate to the Contractor, stating the date on which the Contractor completed its
obligations under this Agreement (“Final Completion Certificate”).

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(8) The Project Manager or the Owner’s Administrator shall issue the Final Completion Certificate
within 28 (twenty-eight) days of the expiry date of the Defects Liability Period.

(9) Upon receiving the Final Completion Certificate, the Contractor shall remove any remaining
Construction Plant, surplus material, wreckage, rubbish, and Temporary Works from the Site.
If all these items have not been removed within 28 (Twenty-Eight) days after the Contractor
receives a copy of the Final Completion Certificate, the Owner may sell or otherwise dispose
of any remaining items. The Owner shall be entitled to be paid the costs incurred in connection
with, or attributable to, such sale or disposal and restoring the Site. Any balance of the moneys
from the sale shall be paid to the Contractor. If these moneys are less than the Owner’s costs,
the Contractor shall pay the outstanding balance to the Owner.

(10) Only the Final Completion Certificate shall be deemed to constitute acceptance of the Works
by the Owner. After the Final Completion Certificate has been issued, each Party shall remain
liable for the fulfilment of any obligation which remains unperformed at that time. For the
purposes of determining the nature and extent of unperformed obligations, this Agreement
shall be deemed to remain in force.

Payment

A. Advance Payment

(1) The Owner shall make an advance payment as a recoverable interest-free loan for mobilisation,
against the Contractor submitting a bank guarantee from a nationalised bank or an approved
private bank as listed in the Third Schedule, in the format prescribed in the Eleventh Schedule
(“Advance Payment Guarantee”). The total advance payment, the number and timing of
instalments (if more than one), and the conditions upon satisfaction of which advance
payment shall be made, shall be as stated in Third Schedule. The Contractor shall ensure that
the Advance Payment Guarantee is valid and enforceable until the relevant advance payment
has been repaid, but its amount shall be progressively reduced by the amount repaid by the
Contractor as indicated in the approved Invoices. If the terms of the Advance Payment
Guarantee specify its expiry date and the relevant advance payment has not been repaid by
the date 28 (twenty eight) days prior to such expiry date, the Contractor shall extend the
validity of the Advance Payment Guarantee no later than 15 (fifteen) days prior to the expiry
date, such that the Advance Payment Guarantee remains valid until the relevant advance
payment has been repaid to recovered by the Owner in full. Failure of the Contractor to so
extend the validity of the Advance Payment Guarantee shall without prejudice to any other
right of the Owner under this Agreement, entitle the Owner to encash the Advance Payment
Guarantee.

B. Interim Payments

(1) The payment terms of the Price shall be as per the Seventh Schedule. The Contractor shall prior
to the date specified in the Seventh Schedule (the “Specified Date”), submit to the Project
Manager the draft invoice containing the following items in the sequence listed:

(a) the estimated value of the Works executed, and the Contractor’s Documents
produced and submitted up to the end of the month;

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 (b) any amounts to be added and/or deducted for changes in Taxes in accordance with
Clause 28 (Changes in Taxes) together with relevant supporting documents and
notifications.

(c) any amounts to be added and deducted for Variation in accordance with Clause 9
(Variations).

(d) any amount deducted for the Contractor’s liability to pay the damages, fines or
penalties if any, for failure to meet the obligations under this Agreement including the
Quality Assurance Plan and HSE Plan as specified in Clause 24 (Quality Control) and
Clause 13 (Safety and Security) herein respectively;

(e) any amount adjusted towards mobilisation advance (if specified in the Third
Schedule).

(f) any amount to be deducted for retention, calculated by applying the percentage of
retention stated in the Third Schedule to the total of the above amounts, until the
amount so retained by the Owner reaches the limit of Retention Money specified in
Third Schedule;

(g) any amount to be deducted for the Contractor’s liability to pay Liquidated Damages.

(h) the report on the progress during that month in accordance with Clause 7 Sub clause
(9) (Commencement and Completion and Liquidated Damages for Delay); and

(i) the deduction of amounts certified by the Project Manager in all previous payment
certificates.

The draft invoice shall be in such form and contain such details as the Project Manager and/or
the Owner’s Administrator may reasonably require and the value of Work done shall be
calculated in accordance with the rates and prices, if any, specified in the Agreement, or if
there are no such rates and prices, then by reference to the Price.

(2) Within 7 (Seven) days of receipt of the draft invoice from the Contractor, the Project Manager
shall issue to the Contractor a certificate which shall state the amount which the Project
Manager determines to be due, with supporting particulars and thereafter, within 2 (two) days
of the receipt of the certificate from the Project Manager, the Contractor shall issue an invoice
to the Project Manager with a copy to the Owner’s Administrator only for the amounts
certified by the Project Manager (“Invoice”).

(3) Within 30 (thirty) days of the date of receipt of the Invoice from the Contractor in accordance
with the Clause 18(B)(2) above, the Owner shall pay to the Contractor the amounts specified
in the Invoice.

C. Retention Monies

(1) The Retention Money shall be retained for the due and faithful performance of obligations by
the Contractor until such time as the limit of retention, (if any), specified in the Third Schedule
has been reached. The Retention Monies shall be released to the Contractor in the manner

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 specified in the Third Schedule. If specified in the Third Schedule, the Retention Money or part
thereof shall be released on provision of a retention money bank guarantee of an equivalent
value from a nationalised bank or an approved private bank as listed in Third Schedule, in the
format prescribed in the Eleventh Schedule (“Retention Money Guarantee”).

Provided always that the Owner shall not be obliged to make payments pursuant to this Clause
18 unless the Contractor has provided a Performance Guarantee in a form satisfying the
requirements of Clause 21 (Performance Guarantee) herein.

D. Final Payment

(1) Within 15 (Fifteen) days of the taking over of Works, the Contractor shall prepare and submit
a draft final invoice to the Project Manager stating the sum which in the Contractor’s opinion
is the Price finally due, showing in detail the value of all Works done in accordance with the
Agreement, and any further sums which the Contractor considers to be due to it, together
with supporting documents as specified in Clause 18(B)(1), along with a list of the Contractor’s
total outstanding payments to its vendors pertinent to the Works. If the Project Manager
cannot verify any part of the Contractor 's final draft invoice, the Contractor shall submit such
further information as the Project Manager reasonably requires. Within 20 (twenty) days of
receipt of the draft final invoice from the Contractor, and proof of clearing all the vendors
outstanding payments, the Project Manager shall issue to the Contractor a final payment
certificate stating the amounts which the Project Manager determines to be due, with
supporting particulars and thereafter, within 2 (two) days of the receipt of the final payment
certificate from the Owner, the Contractor shall issue a final invoice to the Project Manager
only for the amounts so certified by the Project Manager (“Final Invoice”).

(2) Within the period specified in the Seventh Schedule and provided that the Contractor has been
issued a Final Completion Certificate, has provided a certificate of compliance with
requirements and such other documents as may be required by the Owner, the Owner shall
pay to the Contractor the amount stated in the Final Invoice.

Amounts receivable by the Owner

(1) All payments made and all damages, costs and charges suffered or incurred by the Owner on
account of any breach of this Agreement on the part of the Contractor and all payments owing
to the Owner by virtue of the Contractor 's liability to indemnify the Owner under Clause 15
(Indemnities) herein shall be paid by the Contractor to the Owner on demand or may be
recovered by the Owner from the Performance Guarantee or [Retention Money Guarantee]
or deducted from any monies due or which may become due to the Contractor (including from
Retention Monies) whether under this Agreement or any other contract entered into between
the Owner and the Contractor.

The Owner shall be entitled to deduct from or set-off against any money due to it from the
Contractor any sums which the Contractor shall be liable to pay to the Owner (whether such
liability arises under this Agreement or in any other manner whatsoever) together with any
sums which the Owner is required by law to deduct for the purposes of collection of Taxes or
otherwise.

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 Suspension

(1) The Project Manager or the Owner’s Administrator may at any time issue a notice requiring
the Contractor to suspend progress of part or all of the Works. In its notice, the Owner shall
state the reasons for the suspension. The Contractor shall recommence execution of the Works
within 14 (fourteen) days of the issue of the Owner’s Instruction to recommence the works by
the Project Manager or the Owner’s Administrator.

(2) If the Contractor suffers delay beyond the price validity specified under Third Schedule and
incurs Cost from complying with the Owner’s Instructions under Sub-Clause 20(1), the
Contractor shall give notice to the Project Manager and the Owner’s Administrator and shall
be entitled subject to compliance with Sub-Clause (3) to (5) of Clause 7 herein (Commencement,
Completion and Liquidated Damages for Delayed Completion):

(a) an extension of time for any such delay, if the Works or Milestone completion is or will
be delayed, in accordance with the procedure prescribed in sub-clauses (3) to (5) of
Clause 7(Commencement and Completion and Liquidated Damages for Delayed
Completion) herein, and

(b) payment of any such Cost reasonably incurred by the Contractor (provided the
Contractor submits all documentary evidence substantiating the Costs incurred by it on
account of suspension of the Works), which shall be added to the Price.

After receiving this notice, the Project manager and /or the Owner’s Administrator shall
proceed in accordance with Clause 7 herein (Commencement and Completion and Liquidated
Damages for Delayed Completion) to agree or determine these matters.

(3) The Contractor shall not be entitled to an extension of time for, or payment of the Cost
incurred in, making good the consequences of the Contractor’s defective design, workmanship,
plant or materials or these being not in accordance with the Agreement, or of the Contractor’s
failure to protect, store or secure the Works against any loss or damage.

If the Owner fails to pay to the Contractor any amount specified in the Invoice or the Final
Invoice, in accordance with which is due to the Contractor pursuant to Clause 18 (Payments)
within the due date, the Contractor may, after giving not less than 21 (twenty one) days'
written notice to the Owner with a copy to the Project Manager at the addresses specified in
First Schedule, describing such failure of payment, suspend work (or reduce the rate of work)
unless and until the Contractor receives payment of the amount, pursuant to Clause
18(Payments),which is overdue. If the Contractor subsequently receives the payment
described in the above notice before giving a notice of termination pursuant to Clause
22(B)(1)(b), the Contractor shall resume normal working as soon as is reasonably practicable
and in any event, no later than 14 (fourteen) days after the receipt of payment or evidence of
such payment. If the Contractor suffers delay and/or incurs Cost as a result of suspending work
(or reducing the rate of work) in accordance with this Sub-Clause, the Contractor shall give
notice to the Project Manager / the Owner’s Administrator and shall be entitled, subject to
compliance with sub-clause (5) of Clause 7, to an extension of time under Sub-Clause 7(3)
(Commencement and Completion and Liquidated Damages for Delayed Completion) and

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 payment of Cost deemed reasonable by Project Manager and/or the Owner’s Administrator,
which shall be included in the Price.

Performance Guarantee

(1) The Contractor shall at its own expense provide to the Owner, within 14 (fourteen) days of the
Effective Date, an unconditional and irrevocable performance bank guarantee for due
performance of its obligations under the Agreement, for an amount and validity as specified
in the Third Schedule from a nationalised bank or approved private bank as listed in Third
Schedule and in the form specified in the Eleventh Schedule (“Performance Guarantee”).

(2) The Contractor shall ensure that the Performance Guarantee is valid and enforceable until the
Contractor has executed and completed the Works and remedied any defects. If the terms of
the Performance Guarantee specifies its expiry date, and the Contractor has not become
entitled to receive the Final Completion Certificate by the date 28 (twenty eight) days prior to
such expiry date, the Contractor shall forthwith extend the validity of the Performance
Guarantee until the Works have been completed and all defects have been remedied. Failure
of the Contractor to so extend the validity of the Performance Guarantee shall without
prejudice to any other right of the Owner under this Agreement, entitle the Owner to encash
the Performance Guarantee.

Termination

A. Contractor’s Default

(1) If the Contractor:

(a) Fails to furnish or replenish or extend the Advance Bank Guarantee or Retention
Money Guarantee or Performance Guarantee within the period specified in this
Agreement;

(b) fails to commence or proceed with the Works with due diligence in accordance with
the Agreement, or

(c) fails to execute the Works or remedy defects in the Works within 7 (seven) days after
being required in writing so to do by the Project Manager or the Owner; or

(d) abandons the Works or otherwise demonstrates the intention not to continue
performance of its obligations under the Agreement; or

(e) fails to achieve any Milestone or Completion of Works within the relevant Period of
Completion; or

(f) refuses or neglects to remove defective materials or make good defective work within
7 (seven) days after being directed in writing so to do by the Project Manager or the
Owner’s Administrator; or

(g) commits or suffers an Act of Insolvency or occurrence of an Act of Insolvency; or

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 (h) sub-contracts the whole or any part of this Agreement contrary to Clause 2(6)
(General); or

(i) assigns this Agreement without the consent of the Owner; or

(j) fails to comply with or commits a breach of any applicable law and does not remedy
the failure or breach (if capable of remedy) within the period specified in a notice in
writing from the relevant public authority or the Project Manager or the Owner’s
Administrator or 28 (twenty eight) days of receiving such notice, whichever is earlier,
or commits a recurrent breach of the applicable law; or

(k) fails to adhere to the Specifications or Drawings in the execution of the Works; or

(l) fails to comply with or commits a breach of its obligations under Clause 13 (Safety and
Security), Clause 24 (Quality Control), or Clause 27 (Anti-Bribery and Corruption) herein;
or

(m) commits a material breach of any other obligations under the Agreement,

then in any such event and without prejudice to any other rights or remedies, the Owner may
by 14 (fourteen) days’ written notice to the Contractor forthwith terminate this Agreement
and thereupon Owner may take possession of all materials, Construction Plant and other things
whatsoever brought on to the Site by the Contractor and may use them for the purpose of
executing, completing and maintaining the Works and may, if Owner thinks fit, sell all or any
of them and apply the proceeds in or towards the satisfaction of monies otherwise due to
Owner from the Contractor.

(2) The Owner’s election to terminate this Agreement shall not prejudice any other rights of the
Owner, under this Agreement or otherwise.

(3) The Owner may subsequent to the termination pursuant to this sub-clause 22(A)(1), complete
all obligations of the Contractor under the Agreement, or employ a third party in this regard.
If the cost of procuring such completion of the Works from a third party and any incidental
expenses incurred by the Owner in relation to such completion is in excess of the Price, then,
such differential shall be payable by the Contractor to the Owner and the Owner may recover
such amounts from the Performance Guarantee and/or [Retention Money Guarantee] and/or
[Advance Guarantee] or any other monies due to the Contractor under the Agreement. Upon
the termination of this Agreement under this Clause, the Owner shall forthwith proceed to
measure the Works to ascertain the value of the Works executed by the Contractor and plant
and materials intended to form or forming part of the Works.

(4) Subject to sub-clause (3) above, the Contractor shall be entitled to receive the balance
payments, if any, attributable to such portion of the Works completed, as at the date of
termination and the Costs, if any, incurred in protecting the Works and in leaving the Site(s) in
a clean and safe condition. Any sums due to the Owner from the Contractor, accruing prior to
the date of termination, shall be deducted from the amount to be paid to the Contractor upon
termination.

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B. The Owner’s Default

(1) If the Owner:

(a) Fails to make payment of the amount specified in the Invoice or the Final Invoice in
accordance with Clause 18 (Payments) herein within the due date thereof (except for
deductions in accordance with Clause 6 (the Owner’s Claims in accordance with the
Agreement) herein and such unpaid amounts are in excess of the amount specified in
the Third Schedule,

then, the Contractor shall give the Owner written notice of 28 (twenty-eight) days (“Cure
Period”) to rectify the aforesaid. In the event the Owner is unable to rectify the same within
the Cure Period, the Contractor may terminate the Agreement.

(2) Upon termination of this Agreement pursuant to the Owner’s default, the Contractor shall be
entitled to receive the following amounts, insofar as these amounts or costs have not been
covered by payments already made to the Contractor minus the amounts due to or
recoverable by the Owner from the Contractor:

(a) the value of the Works, plant and materials incorporated in the Works and any other
sums due to the Contractor for work executed in accordance with the Agreement, as
evaluated by the Project Manager / the Owner on the date of termination;

(b) any other Cost incurred by the Contractor for work executed in accordance with the
Agreement, as determined by the Project Manager / the Owner on the date of
termination; and

(c) The Cost of removal of Construction Plant, Temporary Works and equipment from the
Site to the Contractor’s designated place.

C. The Owner’s Entitlement to Termination

The Owner shall be entitled to terminate the contract, at any time for the Owner’s convenience
by giving a notice of such termination to the Contractor. Upon such termination, the
Contractor shall be entitled to be paid the full value, calculated by reference to the Price and
to the rates and prices contained in any bills of quantities or schedule forming part of this
Agreement, of all work properly done and completed on the Site by the Contractor and of all
materials properly delivered to and left on the Site by the Contractor, together with the
reasonable Costs of removing its Construction Plant from the Site, but less such sums as the
Contractor has already received on account and return of the Performance Guarantee. The
Contractor shall not be entitled to any other payment of whatsoever nature from the Owner.

Dispute resolution and arbitration

Save as otherwise provided in this Agreement, any dispute, claim or difference of any kind
whatsoever between the Owner and the Contractor arising under, out of or in connection with
this Agreement (including any question regarding its existence, validity or termination and
whether founded in breach of contract, tort or any other legal doctrine) or the execution of

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 the Works including any dispute as to any decision, opinion, instruction, determination,
certification or valuation of the Project Manager whether during the execution of the Works
or after completion thereof and whether before or after the termination, abandonment or
breach of this Agreement (the “Dispute”), shall be settled in accordance with the provisions of
this Clause 23 (Dispute resolution and arbitration) herein.

(1) Each Party shall notify the other Party when it considers a Dispute has arisen and which it
wishes to refer to amicable settlement pursuant to Sub-Clause 23 (3) herein.

(2) Notwithstanding the existence of any Dispute or any action, settlement, discussion or
arbitration taking place, the Parties shall continue to perform their respective obligations
under the Agreement.

(3) As a condition precedent to pursuing arbitration under Sub-Clause 23 (4) herein, a Dispute
shall be referred to a committee of senior officers consisting of one authorized representative
of each Party for resolution through mutual discussions. If the Dispute is not resolved within a
period of 60 (sixty) days from the date of reference thereof to such committee, then the
following provisions shall apply.

(4) Any dispute or difference arising out of or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall in the first instance be amicably
resolved between the authorised representatives of the Owner and the Contractor. In the
event the Owner and the Contractor are unable to resolve the dispute or difference amicably
within 60 (sixty) days, such dispute or difference shall be referred and resolved by arbitration
in accordance with the Arbitration and Conciliation Act, 1996, including any re-enactment and
amendment thereof (“the Act”). The Owner and the Contractor shall agree on the
appointment of a sole arbitrator chosen by the Owner for conducting the Arbitration
procedure. The arbitration shall be conducted in the English language. The seat of arbitration
shall be Mumbai, Maharashtra, India. The award of the arbitrator shall be final and binding on
the Owner and the Contractor. The cost of appointment of arbitrator shall be borne equally by
the Owner and the Contractor.

Quality Control

(1) The Quality Assurance Plan being implemented by the Owner for the Main Works is attached
in Eighth Schedule. In performing the work under this Agreement, the Contractor shall, unless
otherwise directed by the Project Manager, strictly comply with and not divert from the
Quality Assurance Plan. Details of all procedures and compliance documents shall be
submitted to the Project Manager and the Owner’s Administrator for information. Compliance
with the Quality Assurance Plan and any audit by the Project Manager or the Owner shall not
relieve the Contractor of any of its obligations or responsibilities under this Agreement.

The Contractor has made itself fully familiar with the requirements as detailed in the Eighth
Schedule herein, in so far as they relate to the Works and shall be deemed to have made due
allowance in the Price for such competent staff as may be necessary to comply with such
requirements and with the Owner's quality control arrangements. The Contractor shall be
responsible for providing all necessary certifications, specifications and other evidences of
quality for all equipment and materials provided under this Agreement in order to comply with

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 the requirements of the Quality Assurance Plan and of the Owner’s quality control
arrangements. If required by the Project Manager or the Owner’s Administrator, the
Contractor shall demonstrate the capabilities of any plant prior to use in the performance of
the Agreement. Non-compliance of quality assurance and quality control shall lead to the
Owner’s claim and the amounts thereof shall be recovered in accordance with Clause 19
Amounts receivable by the Owner herein.

Employment of Workmen/Labour

(1) The Contractor shall be fully and exclusively responsible and liable for the following:

(a) full and effective compliance of all statutory obligations and compliances prescribed
under the laws relating to the employment, health, safety and welfare of all labour
and other personnel engaged for the Works by the Contractor, including without
limitation the Minimum Wages Act, 1948, Payment of Bonus Act, 1965, Payment of
Wages Act, 1936, Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
the Employee State Insurance Act, 1948, the Employee Compensation Act, 1923, the
Contract Labour (Regulation and Abolition Act, 1970), the Inter-State Migrant
Workmen (Regulation Of Employment And Conditions Of Service) Act, 1979, Payment
of Gratuity Act, 1972 and the Building and Other Construction Workers (Regulation of
Employment and Conditions of Service) Act, 1996. The Contractor shall, upon demand
by the Project Manager, produce and permit inspection of all relevant documents and
records which is necessary to demonstrate that the Contractor has fully and effectively
complied with and discharged its obligations under laws in respect of engagement of
all labour and other personnel for the Works and in relation to compliance with
Payment of Bonus Act, 1965, such documents may include a waiver letter obtained by
the Contractor from the competent government agency granting waiver from
compliance with the aforesaid Act;

(b) submission to the Project Manager and the Owner’s Administrator, at an interval of
every six months, of a duly notarized affidavit, in the format specified in the Tenth
Schedule, stating that the Contractor has fully and effectively complied with all
statutory obligations applicable in respect of engagement of all labour and personnel
by the Contractor;

(c) taking all steps to ensure that none of the workforce or personnel engaged by the
Contractor claims any contractual or other status of employment with the Owner or
holds the Owner responsible for payment of any wages, benefits or dues in respect of
such workforce or personnel;

(d) Maintaining relevant registers and records and making periodic filings to the relevant
government agencies dealing with the rights and welfare of labour/workmen, in the
form and manner prescribed under the relevant laws and making such records
available for inspection by the Project Manager and / or the Owner’s Administrator
upon his request.

(2) No provision of this Agreement shall relieve the Contractor from its obligations and
responsibilities to discharge wages payable to persons employed by the Contractor and to

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 meet the appropriate payment required by the applicable laws or regulations to be made to
the relevant authorities being compensation, pension / provident fund contributions and all
other payments payable for the benefit of the persons employed by the Contractor.

(3) The Contractor shall be liable to submit monthly reports as per the statutory compliance
requirements.

(4) The Contractor must ensure that the persons employed by the Contractor do not cause or
attempt to cause any public disturbance or nuisance whilst at the Site.

(5) The Contractor acknowledges and confirms that no relationship of master-servant or

employer-employee shall be deemed to arise between the Owner and the persons engaged
by the Contractor (whether as full-time employee or not) in relation to execution of the Works.
The Contractor must make sure that persons employed or engaged by it do not directly /
indirectly claim to be an employee of the Owner.

(6) The Contractor shall undertake that the employees engaged by it will have no claim for
employment in the Owner. The Contractor agrees that the employees providing Works
hereunder shall at all time remain its employees. The Contractor shall ensure that the
employees are paid proper wages/salary and provided with statutory benefits in accordance
with all applicable laws in timely manner. The Contractor shall ensure that the employees
provided do not take part or associate themselves directly or indirectly with any of the
associations, councils, forums or bodies constituted by staff or workers in the employment of
the Owner and do not develop undue familiarity with the Owner’s staff or labour at the Site
or otherwise, which is detrimental to the interest of the Owner.

(7) The Owner retains the right to seek replacement of any employees deputed by the Contractor
or its subcontractors to provide the Works within reasons, and upon such request, the
Contractor shall be obliged to forthwith replace such employees with another suitable
candidate, to the satisfaction of the Owner.

(8) The Contractor shall be responsible for any theft or pilferage committed by its employees
during the subsistence of this Agreement. The Contractor shall provide the necessary
assistance in carrying out investigation in case of any theft, pilferage, burglary, loss of property
and any attempt thereto at the Site. The Contractor shall pursue the case with the Police
Authorities or other authorities.

(9) The Contractor shall be held responsible for any accidents/ injuries caused to its employees in
the course of work undertaken by the Contractor. The Contractor hereby agrees to adhere to
all rules and regulations in respect of such happenings, as reporting to proper authorities about
the accidents and treatment of the injured.

(10) The Contractor shall always post employees having sufficient and necessary qualifications and
level of experience to perform the duties of employees.

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 Intellectual Property

(1) Any documentation supplied to the Contractor by the Project Manager or the Owner for the
purposes of performing the work under this Agreement must:

(a) not be used, copied or reproduced for any other purpose; and

(b) remain the property of the Owner and be promptly returned to it upon request.

(2) The Contractor shall, at its own cost, obtain and provide to the Owner (where necessary in
their name), all necessary rights and licences to intellectual property with respect to the Works,
or any part thereof, used or to be used by or on behalf of the Contractor in performing its
obligations under the Agreement. As such, the Contractor grants to the Owner, a perpetual,
irrevocable, worldwide, non-exclusive, royalty-free licence (including the right to sub-licence
to third persons) to use, reproduce, modify, adapt and otherwise exercise all intellectual
property rights in the Works the extent necessary for the Owner and their respective personnel
to be able to (i) complete the design of, construct, use, operate, monitor, repair, maintain,
upgrade, enhance, alter or otherwise deal in any way with the Works (or any part of them);
and (ii) obtain the benefit of the Agreement.

(3) All intellectual property rights created by the Contractor in the course of performing the Works
shall vest in and belong exclusively to the Owner. Such rights may include, but are not limited
to, any patents, utility models, registered designs, copyright, unregistered design right,
trademarks, services marks, know-how and confidential information, and shall include the
right to file any applications for such rights, and the Contractor shall at its expense at the
request of the Owner provide any assistance as may reasonably be necessary, including the
provision of any necessary information and the execution of any necessary documents, for the
Owner to protect such rights.

(4) If any third party’s intellectual property rights forms part of the Works or is necessary to the
functioning or operation of the Works, the Contractor must ensure that they have the
necessary licenses and third party permissions (i.e., the ability to further license, sub-license
or make copies, etc.) to grant and enable the Owner to use and modify the third party
intellectual property rights for or in connection with the use, operation, maintenance,
completion and enjoyment of the Works.

(5) The Contractor shall save harmless and indemnify the Owner from and against all claims and
proceedings for or on account of infringement of any intellectual property rights including
patent rights, copyrights, design, trademark or name or other protected rights in respect of
any Construction Plant, machine, software, work or material used for or in connection with the
Works, and from and against all claims, demands, proceedings, damages, costs, charges and
expenses (including legal costs and expenses) whatsoever in respect thereof or in relation
thereto.

Anti-Bribery and Corruption

The Contractor warrants and represents that it will carry out the Services to be provided under
this agreement in compliance with all applicable laws, and will not take any action in
connection with the Services to be provided under this Agreement that would constitute a

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 violation, or implicate the Owner in a violation, of the Indian Penal Code; the Prevention of
Corruption Act, 1988, as amended; or the Companies Act, 2013, as amended.

The Contractor further represents, warrants, and agrees that:

a. None of the Contractor’s principals, owners, officers, directors, or agents is currently a

Government Official, and no Government Official has any legal or beneficial interest in
this Agreement between the Contractor and the Owner.

b. Neither the Contractor nor any of its principals, owners, officers, directors, or agents has
promised to make, will promise to make, or will cause to be made, directly or indirectly,
in connection with the Services to be provided under this Agreement, any payment or
provision of anything of value: (i) to or for the use or benefit of any Government Official;
(ii) to any other person either for an advance or reimbursement, if it knows or has reason
to know that any part of such payment will be directly or indirectly given or paid by such
other person, or will reimburse such other person for payments previously made, to any
Government Official; or (iii) to any other person or entity, to unlawfully obtain or keep
business or to secure some other improper advantage.

c. The operations of the Contractor have been and will continue to be conducted at all
times in compliance with the applicable requirements of the Indian Prevention of Money
Laundering Act, 2002, and any other money laundering laws to which the Contractor is
subject.

The Contractor shall comply with the laws of the United States, including without limitation,
the United States’ Foreign Corrupt Practices Act and its own business ethics policy.

Change in Taxes

(1) The Contractor shall be entitled for compensation for Cost (if any) incurred by the Contractor
due to an increase in Tax rates during the original Period of Completion.

(2) The Contractor shall, be entitled for compensation for Cost (if any) incurred by the Contractor
due to imposition of any new Tax, during the period of the original Period of Completion. New
Taxes shall exclude Taxes existing on the date of this Agreement and/or any replacement,
substitution, merger or amalgamation of such existing Taxes.

(3) The Contractor shall be entitled for compensation for Cost (if any) incurred by the Contractor
due to imposition of any new Taxes/increase in any Tax rates, after expiry of the original Period
of Completion, unless the Period of Completion is extended for reasons solely attributable to
the Contractor ’s default.

(4) If the Owner is required by applicable law to pay to or compensate the Contractor for any new
or increased Taxes and the Contractor is not entitled to be paid or compensated as per the
provisions set out above, the Price shall be reduced by the amount of such Taxes
paid/compensated by the Owner.

Page 38 of 85
(5) For purpose of claiming any compensation under this Clause, the Contractor shall submit claim
for compensation with necessary substantiating evidence and documentation and giving
benefit of any setoffs available.

(6) Order being issued post GST, the clause is not applicable

Goods & Service Tax:

29.1 The Contractor shall provide a proper invoice in the form and manner prescribed
under CGST / IGST Act read with Rule 1 of the GST Tax Invoice, credit and debit note
rules containing all the particulars mentioned therein. In the event that the Contractor
fails to provide the invoice in the form and manner prescribed under the GST Act, the
Owner shall not be liable to make any payment against such invoice.

29.2 Each Party agrees to do all things, including providing relevant documentation in such
form and manner as may be prescribed under the GST Act and the GST rules that may
be necessary to enable or assist the Owner to claim or verify any input tax credit (if
applicable), set off, rebate or refund in relation to any GST payable under this
Agreement or in respect of any Works under this Agreement.

29.3 The Owner will make payment to the Contractor only after the invoice is uploaded by
the Contractor in GSTR-1 and credit of GST (if applicable) is available (reflected in
GSTR-2A) to the Company. In the case where the Contractor has made necessary
payment of GST (if applicable), however, the same is not reflected in GSTR-2,
amendments made by the Owner in its GSTR-2 to be promptly accepted by the
Contractor as required under the GST Act. On acceptance of which, the Owner to
release payment to the Contractor.

29.4 The Contractor shall provide an advance receipt voucher to the Owner in the form and
manner prescribed under the GST Act in case of receipt of advance against the Works
or any other services or both to the Owner.

29.5 As required by any applicable legislation, where identifiable cost savings are realised
by virtue of the enactment of the GST law, those cost savings will be reflected in the
calculations of the consideration, for remaining supplies, under this Agreement and
shall be passed on by the Contractor to the Owner. In the event such benefits are not
passed on to the Owner, and any penalty be imposed on Contractor or the Owner, the
same shall be solely borne fully by the Contractor

29.6 The Contractor agrees to do all things, including providing relevant documentation in
such form and manner as may be prescribed under the GST Act and the GST Rules that
may be necessary to enable or assist the Owner to claim or verify any input tax credit,
set off, rebate or refund in relation to any GST payable under this Agreement or in
respect of any supply made under this Agreement.

29.7 The Contractor represents and warrants that it has the minimum prescribed
compliance rating as per the GST Act, read with GST Rules as on the date of entering
into this Agreement. In the event that the compliance rating prescribed under the GST

Page 39 of 85
 Act, read with GST Rules, of the Contractor falls below the prescribed limit for any
reason whatsoever, this Agreement shall be liable to be terminated with immediate
effect and the Contractor shall be liable to pay such damages as may be reasonably
estimated by the Owner.

29.8 In the event that the Contractor does not deposit the GST (if applicable) charged on
the invoice issued to the Owner for any reason whatsoever, this Agreement shall be
liable to be terminated with immediate effect and additionally, the Contractor shall be
liable to pay such damages as may be reasonably estimated by the Owner.

29.9 In the event that the compliance rating prescribed under the GST Act, read with GST
Rules, of the Contractor falls below the prescribed limit for any reason whatsoever,
this Agreement shall be liable to be terminated with immediate effect and additionally,
the Contractor shall be liable to pay such damages as may be reasonably estimated by
the Owner

Governing Law

(1) This Agreement shall be exclusively governed by and construed according to the laws for the
time being in force in India.

(2) Subject to Clause 23 (Disputes) above, the courts in Mumbai shall have exclusive jurisdiction
in relation to all matters related or arising out of the Agreement.

Tax Benefits

(1) The Contractor shall cooperate with the Owner so as to achieve maximum Tax efficiency for
the Owner in respect of all transactions necessary or contemplated under the Agreement. Any
Tax or input credit/abatement/exemption/concession/reduction/abolition availed or to be
availed by the Contractor in respect of Works or Agreement shall not be charged to the Owner,
and the benefit of all such credit/abatement/exemption/concession shall be passed on to the
Owner.

(2) Subject to Clause 28 (Change in Taxes) and Clause 29 (Adjustments for GST) herein, all Taxes
and other charges of any kind levied by any governmental authority arising out of or in
connection with the work under this Agreement will be a Cost which shall be borne by the
Contractor.

Limitation of Liability

Neither Party shall be liable to the other Party for loss of profit, loss of revenue, loss of use,
loss of any contract or opportunity, financing costs, business interruption, or for any indirect
or consequential loss or damage which may be suffered by the other Party in connection with
the Agreement, other than those specified under Clause 7(8) [Commencement and Completion
and Liquidated damages for delayed completion], Clause 13 [Safety and Security], Clause 15
[Indemnities], Clause 17(5) [Taking Over and Defects Liability], Sub-Clause 22(A)(3)
[Termination for Contractor’s Default], and Clause 26 [Intellectual Property] herein. This Sub-
Clause shall not limit liability in any case of fraud, deliberate default or reckless misconduct by

Page 40 of 85
 the defaulting Party.

Provisions to survive Termination

The provisions of this Agreement which by their nature are intended to survive the
termination, cancellation, completion or expiration of this Agreement shall continue as valid
and enforceable obligations of the Parties notwithstanding any such termination, cancellation,
completion or expiration. Without prejudice to the generality of the foregoing, the provisions
relating to Clause 7(8) [Commencement and Completion and Liquidated damages for delayed
completion], Clause 15 [Indemnities], Clause 18 [Payment], Clause 21 [Performance Guarantee]
Clause 22(A)(3) [Termination for Contractor’s Default], Clause 23 [Disputes], Clause 26
[Intellectual Property], Clause 27 [Anti Bribery and Corruption], Clause 30[Governing Law],
Clause 32 [Limitation of Liability], Clause 34 [Severability], Clause 35 [Waivers and
Amendments] and Clause 38 [Accrued Rights] herein shall survive termination of the
Agreement.

Severability

If a clause or part of a clause of this Agreement:

(a) can be read in a way that makes it illegal, unenforceable or invalid, but can also be read
in a way that makes it legal, enforceable and valid, it must be read in the latter way;

(b) is illegal, unenforceable, or invalid, that clause or part is to be treated as severed from
this Agreement, but the rest of this Agreement is not affected; or

(c) can be read in a way that creates any ambiguity or inconsistency, the Parties agree it
must be read in such a way as to make it consistent with, and ensure the integrity of, the
commitments and responsibilities under the Agreement.

Waiver and Amendments

(1) Any waiver or relaxation of any part of this Agreement must be determined by the unanimous
written agreement of the Contractor and the Owner expressly acknowledged as a waiver or
relaxation of that part of this Agreement. Any waiver or relaxation will only apply to a
particular occasion unless determined by the Project Manager or the Owner’s Administrator
to be continuing. It will not constitute a waiver or relaxation of any other term of this
Agreement.

(2) A single or partial exercise of a right by a Party does not preclude another or further exercise
of that right or the exercise of another right.

(3) Failure or delay by a Party in exercising a right does not prevent its exercise in future or operate
as a waiver.

(4) Furthermore, no waiver by the Owner of breach of any covenant, obligation or provision
contained in this Agreement shall operate as waiver of another breach of the same or of any
covenant, obligation or provision of this Agreement, express or implied.

Page 41 of 85
 Rights Cumulative

The rights, remedies and powers of the Parties under this Agreement are cumulative and not
exclusive of any rights, remedies or powers conferred on the Parties by law.

Notices

(1) A notice given under this Agreement may only be delivered in writing and delivered to the
Owner at its address set out in the First Schedule with a copy to the Project Manager and the
Contractor at its address set out in the Third Schedule. In addition, each Party shall also send
a copy of such notice by email to the other Party. The Parties will immediately notify each
other of any amendments made to any of the address details.

(2) A notice is to be treated as given at the following time:

a. if it is delivered within normal business hours (10 am to 6 pm IST), when it is received at

the relevant address; and

b. if it is delivered after normal business hours, it is to be treated as having been delivered

at the beginning of the next working day.

Accrued Rights

A termination or determination of this Agreement shall not affect any rights or liabilities of
either Party accrued prior to such termination or determination.

Assignment

The Contractor shall not assign, mortgage, or charge to any third party this Agreement or any
part thereof, or any right, benefit, obligation, or interest therein or there under without the
prior consent of the Owner. The Owner shall however have the right to assign/transfer to any
third party this Agreement or any part thereof, or any right, benefit, obligation, or interest
therein or there under with notice to the the Contractor.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties in relation to execution
of Works and all communications or correspondence exchanged between the Parties or
between the Contractor and the Owner prior to the date of this Agreement are expressly
overridden and such correspondence or communications shall have no bearing or relevance to
any determination of rights and obligations of the Parties under this Agreement.

Page 42 of 85
 Costs incurred up to execution of the Agreement

Each Party will each meet their own costs relating to the formation and execution of this
Agreement. Provided that the Contractor shall bear the costs for stamp duty payable on the
Agreement.

Confidentiality

(1) Without the prior written consent of the Owner, the Contractor shall not disclose to any third
party all or any part of the terms hereof.

(2) The Contractor shall keep the confidentiality of the information which it may be furnished with
or otherwise have access to in performance of the Agreement, whether disclosed by the
Owner in writing, orally or by other means, including but not limited to plans, designs,
elevations, sections, area statements, project schedule, data, invoices, relevant account
information and materials, marketing strategy, marketing plans, material, information,
particulars, processes, drawings, sketches, charts, reports, procedures, notes, analyses,
compilations, studies, documents and details etc. The Contractor shall not disclose such
information in any manner to any third party or third person without prior written consent of
the Owner. The aforesaid third party shall not include the Contractor’s employees, directors,
officers, professional consultants (“Excluded Persons”) including legal and financial
consultants, who may need to know the terms or contents hereof, provided however that such
Party shall procure compliance of this Clause from such Excluded Persons. The provisions of
this Clause shall not apply in the following events:

(a) the extent to which it is required to be disclosed pursuant to Applicable Law, provided
that if any disclosure is required to be made to a Government entity or by valid legal
process, the Contractor shall notify the other Party/ies prior to any disclosure; and

(b) the extent to which it is specifically permitted by the Owner in writing.

(3) This Clause shall survive the termination of this Agreement.

Relationship of Parties

It is understood that the arrangement between the parties contemplated by this Agreement
shall be on a principal-to-principal basis. None of the provisions of this Agreement will be
deemed to constitute a joint venture, agency, a partnership or principal-agent relationship
between the Parties hereto and neither Party by virtue of this Agreement shall have the right,
power, or authority to act or create any obligation, express or implied, on behalf of the other
Party.

[SIGNATURE PAGE FOLLOWS]

Page 43 of 85
IN WITNESS WHEREOF, this Agreement has been signed and delivered by or on behalf of the Parties
hereto on the date at the head of this Agreement.

Signed for and on behalf of:

<Enter Name of the Owner>
(the “Owner”)
Signature of officer

Signature of witness Name of officer

Name of witness Office held

Signed for and on behalf of:

<Enter Name of the Contractor>
(the “Contractor”)

Signature of officer

Signature of witness Name of officer

Name of witness Office held

Page 44 of 85
 FIRST SCHEDULE

PARTICULARS

1. THE OWNER

The Owner: <Enter Name of the Owner>.

<Enter registered address of the Owner>

2. DESCRIPTION OF THE MAIN WORKS

The work includes construction of <describe the project in two or three sentences>, which
development is collectively known as “<Enter Project Name>”.

3. NOTICE DETAILS FOR OWNER AND PROJECT MANAGER

For legal notices:

Owner : <Enter Name of the Owner>.

<Enter registered address of the Owner>
Email : gaurav.malik@nucleusofficeparks.com
Attention : Mr. Gaurav Malik

For operational escalations:

The Owner’s Administrator

Address: <Enter registered address of the Owner>

Email: raghvendra.bisen@nucleusofficeparks.com
Attention: Raghvendra Bisen

For operational communications:

Project Manager

Address : <Enter address of the Project Manager’s employee or key person involved
on the Project>
Email :<Enter email of the Project Manager’s employee or key person involved on
the Project>
Attention :<Enter Name of the Project Manager>

Page 45 of 85
 SECOND SCHEDULE

PART A: Description of Works

The Works comprises of <Enter the package title or description of works> at <Enter Project Name>”.

The Contractor shall execute the Works in accordance with this Agreement.

PART B: Programme

A. Initial Programme

The form and detail of the program for the execution of the Works shall fully comply with the
programming and reporting requirements of the Main Works, which is elaborated further in the
Third Schedule and, in any case, shall:

a. be prepared in sufficient detail to ensure the adequate planning, execution and monitoring
of the Works.

b. take due account of to the Period of Completion:

c. identify all relevant activities including those that relate to design, manufacture,
procurement, and on-Site works.

d. show earliest and latest start and finish dates for each work activity.

e. identify when and what information, drawings, materials, equipment, facilities, and/or
temporary works are required from the Owner, the Project Manager and/or the Owner’s
Administrator.

f. identify when and what approvals, consents, and/or certificates are required from the
Owner, the Project Manager and/or the Owner’s Administrator.

g. identify the date(s) and location(s) within the Site that access is required to execute (parts
of) the Works.

h. identify key delivery dates of Construction Plant, equipment, and materials.

i. identify dates by which work will be ready for inspection and/or testing.

j. logically link all activities.

k. identify where the critical path(s) lie(s).

l. identify all float.

m. include sufficient flexibility in order to make adequate adjustments to allow for interfacing
the Contractor's activities with the Owner’s other contractors working on the Site.

Page 46 of 85
 n. allow for weather conditions which are at the Contractor 's risk (if any), and the
Contractor’s time risks; and

o. be supported by a schedule giving sufficient details of the Contractor 's resource

requirements in terms of manpower, work rates, items of plant, equipment and materials
for each work activity to justify the activity duration shown in the programme.

The Project Manager shall, within 14 (fourteen) days of receiving this initial program, respond
by either stating that this initial program complies with the Agreement, in which case it shall
become the Program; or rejecting this initial program, giving sufficiently detailed and cogent
reasons to enable the Contractor to revise the initial program in a timely manner, If the
Contractor receives no response from the Project Manager within 14 (fourteen) days of
submitting the initial program, it shall become the Program.

If the Project Manager responds stating that the initial programme fails (to the extent stated) to
comply with the Agreement, the Contractor shall submit a revised initial programme within 7
(seven) days of receipt of the Project Manager 's response, taking due account of the reasons
given by the Project Manager , The Project Manager shall, within 7 (seven) days of receiving this
revised initial programme, respond by either stating that it complies with this Agreement in
which case it shall become the Programme; or stating that the initial programme fails (to the
extent stated) to comply with the Agreement, giving sufficiently detailed and cogent reasons to
enable the Contractor to further revise the initial programme in a timely manner.

B. Updating the Programme

The Programme shall be updated and submitted to the Project Manager no later than 28 days
from the date that the Contractor 's initial programme became the Programme and, in any case,
within 7 days of the occurrence of any of the following:

a. The Contractor changing its method(s) and/or sequencing of work and/or duration of
activities and/or allocation of resources.

b. any delay event experienced by the Contractor in its execution of the Works of whatsoever
cause which impacts the critical path or, if there is more than one critical path, any of the
critical paths.

c. notification from the Project Manager / the Owner’ Administrator of any delay event
which has occurred, or specific probable future events or circumstances, which may
adversely affect the Contractor 's work, increase the Price or delay the execution of the
Works;

d. the grant by the Project Manager / the Owner of an extension of the Period of Completion.

e. receipt of instruction from the Project Manager regarding the programming and/or
sequencing of the Works; and

Page 47 of 85
f. Receipt of notification from the Project Manager / the Owner that the actual progress of
the Works is too slow to complete within the Period of Completion and/or does not
conform to the current Programme.

This updated programme shall show the modifications to the Programme necessary to ensure
completion of the Works within the Period of Completion. The Project Manager shall, within 7
days of receiving this updated programme, respond by either stating that it complies with the
Agreement, in which case it shall become the Programme; or stating that it fails (to the extent
stated) to comply with the Agreement, giving sufficiently detailed and cogent reasons to enable
the Contractor to revise it in a timely manner. If the Contractor receives no response from the
Project Manager within 7 days of submitting the updated programme, it shall become the
Programme.

If the Project Manager responds stating that the updated programme fails (to the extent stated)
to comply with the Agreement, the Contractor shall submit a revised updated programme within
7 days of receipt of the Project Manager's response, taking due account of the reasons given by
the Project Manager. The Project Manager shall, within 7 days of receiving this revised updated
programme, respond by either stating that it complies with the Agreement, in which case it shall
become the Programme; or stating that it fails (to the extent stated) to comply with the
Agreement, giving sufficiently detailed and cogent reasons to enable the Contractor to further
revise the updated programme in a timely manner.

Thereafter, for the duration of the Works, the Contractor shall update this programme and each
updated programme shall be subject to the requirements of this Schedule. The Contractor shall
not delay any work whilst awaiting a response from the Project Manager in respect of any
updated or revised updated Programme,

Provided that any response by the Project Manager in respect of any programme submitted by
the Contractor that relates to the Works shall not be taken as:

i. conferring any right on the Contractor other than those set out in the Agreement, or

ii. any waiver of the Owner's rights or the Contractor 's obligations under the Agreement.

Page 48 of 85
 PART C: DRAWINGS

[Attached Separately]

Page 49 of 85
PART D: BILL OF QUANTITIES

[Attached Separately]

Page 50 of 85
 PART E: SITE PLAN

<Paste Image/location map of the Project>

<Enter Project Name> is the “Project” and <Enter Location of the site example Tower 4 of the Project
or 4th floor in tower no 1 of the Project> is the “Site”.

Page 51 of 85
PART F (1): TECHNICAL SPECIFICATIONS

[Attach Separately]

Page 52 of 85
 PART G: FREE ISSUE MATERIALS

FREE ISSUE MATERIALS

Sr. Item Place of Delivery Allowable Supply by

No. Wastage
NIL NIL NIL NIL NIL

The Owner will supply the materials listed above free of cost and in accordance with the conditions
described hereinafter.

The materials supplied at Site shall be transported to the point of work by the Contractor at his own
cost. No handling or transportation charges shall be paid on this account.

Cumulative reconciliation statement for the materials supplied by the Owner up to date shall be
submitted by the Contractor 7 (Seven) days prior to the Specified Date along with the draft invoice as
stated in Clause 18 (B) herein. The Project Manager shall not accept bills which are not submitted along
with a valid reconciliation statement.

Reinforcing bars shall be issued in random sizes and lengths or in coils as available to the Owner and
the cost of all handling, cutting, uncoiling, straightening and fabrication shall be borne by the
Contractor.

Reinforcing bars will normally be issued by weight calculating the weight by using the standard weights
for the respective items as given in the relevant Indian standard codes or tables issued by manufacturer.

Rolling margins will not be considered for the purposes of payment to the Contractor for fabrication
and / or installation. For the purposes of reconciliation rolling margins will be considered if, and only
if, the Contractor has established jointly with the Project Manager during the course of the Works that
such margins do exist.

It is the Contractor’s responsibility to check the weight per running meter for at least 3 numbers
samples for every diameter of reinforcement bars of every consignment, in the presence of the Project
Manager.

The materials issued from the Owner’s stores shall be fully accounted for as required hereinafter. In
accounting for the Owner materials issued to the Contractor, allowances, as indicated in the table
above against each item, will be made to cover all wastage and loss that may have been incurred in
the process of handling cutting, uncoiling straightening and fabrication.

Page 53 of 85
All scrap shall be properly accounted for and no scrap or cut pieces shall be removed from the site or
otherwise disposed of without the prior inspection and permission in writing of the Project Manager.
If the Contractor feels that wastage is unreasonably high either due to the design or cutting from slabs,
he must, prior to the commencement of work, provide the cutting schedule, splicing details and
corresponding shop drawings to jointly determine the design & cutting wastage with the Project
Manager. All off-cuts, cut pieces and scrap are deemed to be included within the above limit of wastage
allowance. For the purpose of clarity, issued quantity of stone shall be calculated based on the image
and formula below:

The Contractor shall, at all times when requested, satisfy the Project Manager by the production of
records or books or submissions of returns that the materials supplied are being used for the purpose
for which they are supplied and the Contractor shall at all times keep the records updated to enable
the Owner to apply such checks as they may desire to implement. The Contractor shall, at all times,
permit the Project Manager or the Owner’s representatives to inspect his godown. The Contractor
shall not, without prior written permission of the Owner, utilize or dispose of the materials for any
purpose other than that intended and approved for disposal by the Project Manager.

The Contractor shall submit to the Project Manager in advance requirement for materials. The
materials shall be ordered by the Owner based on the requirements submitted by the Contractor.
Payment for such materials shall be made directly by the Owner. The Contractor will be informed of
the orders placed with suppliers and the Contractor shall make all necessary arrangements for the
collection and storage at site of such materials.

The Contractor shall at their cost make arrangements for the storage of the free issue materials at the
work site as required and instructed by the Project Manager. The Handling and storage facility for shall
be so be arranged that free issue material shall be consumed before the recommended duration
stipulated by the manufacturer. If however any free issue material continues to remain unconsumed
in the Contractor’s storage for a duration more than that recommended by the manufacturer, it shall
be tested at the Contractor’s cost in an approved laboratory and until the result of such tests are found
satisfactory shall not be used in any work. If it is found defective in any way, it shall not be used. The
Contractor shall make assessment of the materials to be consumed in the works at the beginning of

Page 54 of 85
the work. However, the decision of the Project Manager regarding the assessment shall be final. The
cost of handling, storage, loss due to wastage, theft etc. shall be borne by the Contractor.

The Owner will not be responsible for any delay in the supply of material. Delay due to late supply of
materials will, however, be given due consideration for granting an extension of time for the
completion of the Works, if, in the opinion of the Project Manager the Works have actually been
delayed on this account. The decision of the Owner’s Administrator will be final and binding in this
regard. The Contractor shall not be entitled to any compensation or claim for damages or idle time on
this account.

Material to be supplied by the Owner: On receipt of materials at site, the Contractor will check the
materials jointly with the supplier. Defects, if any, including shade variation shall be brought to the
notice of the Project Manager, before accepting the materials. If the Contractor fails to do so, then the
Contractor shall be liable at his cost for all the consequences including replacements of the materials
at a later date, if so, desired by the Owner.

The materials and machinery if any that may be provided by the Owner on Site for use by the
Contractor in undertaking the Works shall be maintained by the Contractor during the period of
undertaking the Works and shall ensure that no damage is caused to such materials and machinery.

Page 55 of 85
 PART H – ESG REQUIREMENT

A. Health, Safety and Wellbeing

• The Contractor shall ensure employee wellbeing by providing a safe, hygienic and healthy
working environment for their employees, and ensure that they have access to proper
sanitation facilities and potable water.
• The Contractor shall take steps to identify health and safety risks and establish appropriate
measures to address risks such as work-related accidents and mishaps.
• Adequate training on health and safety measures, exposure to hazardous materials and other
relevant information shall be provided to the Contractor’s employees.

B. Business Ethics and Integrity

• The Contractor shall follow all applicable regulations against fraud, bribery, corruption, money
laundering, and other malpractices.
• The Contractor shall not engage in insider trading.
• The Contractor is required to provide authentic information and data on matters concerning
their business with the Owner.
• The Contractor must refrain from offering gifts to the Owner’s employees and incurring
hospitality expenses on them with the objective of changing or manipulating business
decisions.
• The Contractor is encouraged to report unethical behaviour by any of the Owner’s employee
to the Owner without fear of any retaliation.

C. Labour and Human Rights

• The Contractor shall ensure that their operations are free from child labour, bonded labour,
forced or compulsory labour, or human trafficking.
• The Contractor shall comply with all applicable laws on wages and benefits, working hours,
and overtime.
• The Contractor shall comply with all national and local human rights laws.
• The Contractor shall ensure that there is no discrimination on the grounds of gender, age, race,
disability, political opinions, religion and ethnicity.
• The Contractor shall respect the rights of workers to associate, join labour unions and workers’
councils.
• The Contractors’ employees or workers shall not be subject to harassment or violence,
whether physical, verbal or psychological.

D. Environmental Responsibility
• The Contractor shall comply with applicable laws and regulations on environmental
protection.
• The Contractor shall take steps to ensure that their activities have minimal impact on the
environment.
• Business operations shall be carried out in an environmentally responsible manner, with focus
on low energy consumption, low carbon emissions, proper waste management, use of eco-
friendly and recycled materials, and the responsible use of fossil fuels and resources.
• The Contractor shall ensure effective systems to prevent or manage accidental spills and
discharges into the environment.
• The products and services offered shall comply with relevant environmental, quality, and
health and safety standards.

Page 56 of 85
 THIRD SCHEDULE
APPENDIX TO AGREEMENT

S. No Particulars Details
1. The Price (Inclusive of all taxes, duties, and levies) Rs. <Enter Amount>
(Indian Rupees <Enter Amount in words>
Only)
2. Agreement Type Fixed rate remeasured Agreement.
3. Price Validity <##> Months [Note: minimum 1.5 times
the duration of contract or 1 year which
ever lesser] (<Enter in words>) months
from the Commencement Date
4. Provision for Advance Payment against Advance <##%> of the Price shall be paid as an
Payment Guarantee (Refer Clause 18(A)(1)) Advance Payment against submission of
a bank guarantee of equal amount and
recovery of the Advance shall be made
in proportionately from the running
account bills in such a manner that the
entire Advance is recovered when 80%
of the Price is billed. The initial validity
of the bank guarantee submitted
towards Advance shall be up to <DD-
MM-YYYY> and extended in accordance
with Clause 18 (A) (1) herein.
5. Retention Money Deduction <##%>of the Price.
(Refer Clause 18 (C)(1))
6. Limit of Retention Monies and Release of Retention <##%> of the bill value shall be retained as
Monies (Refer Clause 18(C)(1)) Retention Money from each RA bill.

This Retention Money shall be released

after 3 (three) months upon issuance of
Taking-Over Certificate.
OR
The Contractor to submit a bank
guarantee of an amount equal to <##%>
of the Price. The initial validity of the
bank guarantee submitted towards
Retention shall be up to <DD-MM-YYYY>
and extended in accordance with Clause
18 (C) (1) herein. The said bank guarantee
shall be returned to the Contractor upon
issuance of Taking-Over Certificate.
7. Commencement Date <DD-MM-YYYY>

Page 57 of 85
S. No Particulars Details
8. Milestones <Pointwise enlist 4-5 important
Milestones>
9. Period of Completion of Works / Completion Date <DD-MM-YYYY> or (<Enter in words>)
months from the Commencement Date
10. Period / Date of Completion of Milestones <enlist all the milestones mentioned in
Sr.no: 8 above and adjacent to each
milestone enter the relevant/Pertinent
date for completion>
11. Defects Liability Period 12 (Twelve) Months from the date of
issuance of Taking-Over Certificate
12. Warranty <DD-MM-YYYY> or (<Enter in words>)
months from the date of issuance of
Taking-Over Certificate
<Applicable if warranties of equipment
exceed the defects Liability period. Else we
can just state “Not Applicable>
13. Additional Conditions for Site Representative 15 (fifteen) years of relevant experience in
(Refer Clause 5(4)) <Enter package name/ description of
works awarded> of high-end projects.

Site Co-ordination with all stakeholders

throughout its life cycle;

Thorough Knowledge of materials used for

the Works with emphasis on <Enter
package name/ description of works
awarded>;

In-depth knowledge of QA/QC and HSE.

Well versed in Primavera, M.S Project etc.

Excellent communication skills;

Ensures that the Works are executed to

the highest standards, meeting the
Owner’s creative and business goals.
14. Liquidated Damages <##>% of the Price per <Select day or
week> day/week of delay up to a
maximum extent of <##>% of the Price.
15. Damages (Refer Clause 13(5), - Non-attendance at monthly safety
Clause 13(7) and Clause 13(11)) meetings – Rs. 500 per meeting,
doubling progressively for each

Page 58 of 85
S. No Particulars Details
consecutive non-attendance at further
meetings.
- Failure of Contractor’s employees to
wear the requisite personal safety
equipment, including, but not limited
to footwear, safety helmets, safety
glasses and safety harnesses – Rs. 500
per item of safety equipment not worn
per occurrence.
16. Percentage of overheads and profits 15 (fifteen) %
Clause 10(1) (Valuation of Variations)
17. Taking Over of Works As per Clause 17
18. Performance Guarantee (Refer Clause 21) The Contractor to submit a bank
guarantee of an amount equal to <##%>
of the Price. The initial validity of the
bank guarantee submitted towards
Performance Guarantee shall be up to
<DD-MM-YYYY> and extended in
accordance with Clause 21 herein. The
said bank guarantee shall be returned to
the Contractor upon successful
completion of Defects Liability Period.
OR
Deduction of <##%> of the Price in the
first RA Bill and the amount deducted shall
be returned on successful completion of
Defects Liability Period.
19. List of approved private banks for provision of 1. State Bank of India
Performance Guarantee, Retention Money 2. ICICI Bank
Guarantee and Advance Payment Guarantee 3. Axis Bank
4. HDFC Bank Ltd
5. Kotak Mahindra Bank
6. Citi Bank
7. Standard Chartered Bank
8. Canara Bank
9. Bank of Baroda
10. IDBI Bank
11. Bank of India
12. Corporation Bank
13. Oriental Bank of Commerce
14. Union Bank of India
15. Central Bank of India
16. Indian Overseas Bank
17. Bank of Maharashtra

Page 59 of 85
S. No Particulars Details
18. Punjab National Bank
19. Indusind Bank
20. United Bank of India
21. Syndicate Bank
22. Allahabad Bank
23. Dena Bank
20. Aggregate amounts unpaid to the Contractor 2(two) months consecutive billing
(Refer Clause 23(B)1(b))
21. Notice Details Contractor: <Enter Contractor’s name>
Name: <Enter name of Contractor’s
person who can receive notice on behalf
of the Contractor>
Address: <Enter Contractor’s address>
E-mail : <Enter email of Contractor’s
person who can receive notice on behalf
of the Contractor>
Mobile : <Enter mobile no of Contractor’s
person who can receive notice on behalf
of the Contractor>
22. HR Compliances As per clause 25

Page 60 of 85
 FOURTH SCHEDULE
ROLES AND RESPONSIBILITIES OF CONTRACTOR FOR EXECUTION OF WORKS

The Contractor has the overall and comprehensive responsibility for the execution and delivery of its
Works, complete and operational in all respects, within the agreed timelines, and stipulated
Agreement Specifications and quality requirements, including assuming full responsibility for the
performance in coordination with the Project Manager.

The Contractor shall be responsible for the following in addition to adherence to the delivery of their
Works: -

 Prepare and submit necessary shop/working drawings with necessary sectional details for review
and approval of the Project Manager;

 Shall be responsible for the load calculations and design of the Works as per
architectural/structural intent to the satisfaction of the Owner.

 Shall be responsible for execution of the Works as per relevant norms and codes and best industry
practice.

 Shall be responsible for the structural stability of the Works for the entire design life of the Works.

 Co-ordination with the Project Manager, other contractors working at the Site to execute the
Works synchronized with the Programme. Before installation of any services, the Contractor will
co-ordinate the specific service(s) with other services along with the Main Works including existing
Site conditions.

 Attend weekly meetings with the Project Manager to review and discuss status on Programme,
progress, procurement, resource management and procedures with regard to quality, security and
HSE.

 Submit daily/weekly/monthly progress reports of Works to the Project Manager in an agreed

format.

 Provide, erect, maintain and remove all its temporary offices and temporary storages.

 Supply and run distribution cables, pipes, leads and electrical equipment, meters as required to
distribute construction Power & water supply for carrying out Works.

 Unload, handle, store, shift and lift plants, materials and goods as required for executing the Works.

 Provision of plant, equipment for execution of the Works. The Contractor shall ensure its materials
are stacked in a neat order.

 Complete responsibility for protection and for loss or damage to any plant, materials or goods on
Site related to Works until such plants and materials have been completed and taken over by the
Owner / Project Manager. Complete responsibility for damage to works of the
Owner/contractors/subcontractors for other packages due to Works.

Page 61 of 85
 The Contractor shall make provision of temporary lighting across their work area so as to maintain
level of 50 lux for movement across Site. The Contractor shall be responsible for task lighting
required by him.

 In collaboration with the Project Manager & the Owner develop a detailed programme of taking
over activities, including tests on Completion, development of snag lists and rectification/remedial
works, equipment testing, commissioning, start-up procedures.

 Schedule and direct inspections to develop snag lists. Establish dates of Completion and final
completion for the Works.

 Work with the Project Manager and the Owner for completion/rectification of snag list items and
to finalize all outstanding changes in the scope of work.

 The Contractor shall submit as-built drawings, as applicable after issuing the Taking-over
Certificate.

 The Contractor shall make necessary accommodation arrangements for its labour, outside the
Project. <Modify as per that finalized with the Contractor>

 The Contractor is responsible for arranging all scaffolding, tools & tackles for completing the Works
<Modify as per that finalized with the Contractor>

 The Contractor is responsible for sourcing material which is in compliance with the Owners
“Sustainable Building Material Policy Statement” enclosed as Appendix B.

Page 62 of 85
 FIFTH SCHEDULE
THE OWNER’S FACILITIES AND FREE ISSUE MATERIALS

1. Owner’s responsibility to provide space for temporary office facility. The Contractor to provide
temporary office facility for their use.

2. Owner’s responsibility to provide space for temporary labour accommodation facility. The
Contractor to provide temporary labour accommodation facility for their use, as per the
Owner’s defined standards.

3. Owner’s responsibility to provide space for Canteen Facility. The Contractor to provide
Canteen facility for their use.

4. Owner’s responsibility to provide space for Lay down and fabrication areas. The Contractor to
provide Lay down and fabrication facility for their use.

5. Owner’s responsibility to provide space for Covered secure storage facility. The Contractor to
provide Covered secure storage facility for their use.

6. Owner’s responsibility to provide temporary construction power at one point within the site,
further distribution to be done by the Contractor at its cost. <Modify as per that finalized with
the Contractor>

7. Project Manager shall do the Setting out of main datum levels and lines

8. Providing Free Issue Material in accordance with Part G: LIST OF FREE ISSUE MATERIAL
PROVIDED BY the Owner of Second Schedule.

Page 63 of 85
 SIXTH SCHEDULE
INSURANCES

A The Contractor’s Insurances

a. Workmen’s compensation policy

b. Contractor’s employees’ insurance
c. Contractor’s vehicles and Construction Plant
d. Third Party liability insurance
e. Transit Insurance

B The Owner’s Policy of Insurance

a. Contractor’s All Risk Policy: A single comprehensive all risk insurance policy covering the
loss or damage to the Works (including the Works), or any part thereof, and materials or
plant for incorporation therein and Construction Plant

Page 64 of 85
 SEVENTH SCHEDULE
PAYMENT PERIODS &TERMS

A. Payment Period

Refer Payment Terms [Clause 18]

B. Stages of Payment:

<Example Below: Contract Formulator to enter % as agreed with the Contractor>

1. For False Ceiling works:
a. 20% of the Price against first fix (framing) on prorate basis.
b. 40% of the Price against board fixing with Top finishes on prorate basis.
c. 25% of the Price against fixing of accessories / fixtures, jointing, taping, making
necessary openings on prorate basis
d. 15% of the Price on Taking over of the works
2. For flooring and wall cladding works in stone:
a. 60% of the Price on delivery of stone, bonding agent and bedding material on prorate
basis.
b. 15% of the Price on completion of installation on prorate basis.
c. 10% of the Price on rectification of snags on prorate basis.
d. 15% of the Price on Taking over of the works
3. For all type of MEP works:
For material component
a. 70% of the Price of material component on delivery of material on prorate basis.
b. 15% of the Price of material component on completion of installation of material on
prorate basis.
c. 15% of the Price on Taking over of the works
For installation component
a. 85% of the Price of installation component on completion of installation of material
on prorate basis.
b. 15% of the Price on Taking over of the works
4. For loose & fixed furniture works:
a. 60% of the Price on deliver of the furniture at site on prorate basis.
b. 25% of the Price on placing of the furniture on location at site on prorate basis
c. 15% of the Price on Taking over of the works
5. For all other works:
a. 20% of the Price on delivery of material on prorate basis.
b. 50% of the Price on completion of installation on prorate basis.
c. 15% of the Price on rectification of snags on prorate basis.
d. 15% of the Price on Taking over of the works

C. Period for Payment of Price

Refer [Clause 18 (D) (2)]: 30 (thirty) days from date of submission of Tax Invoice.

Specified Date – on 3rd and 18th of every month.

Page 65 of 85
D. Base Rate Variation:

Basic Rates Shall be as per Appendix A to this agreement <Prepare Appendix A where all the
basic rate items and their corresponding basic rates is enlisted>

Basic Rate shall mean the landed cost F.O.R. on site or the Contractor’s facility (as specified),
including royalties, insurance, cartage, handling, loading, etc. however Basic Rate is exclusive
of GST. Unloading and Transportation from Contractor’s facility to the Site, where applicable,
shall be part of the rates in the bill of quantities forming Part D of Second Schedule.

The Contractor shall obtain minimum 3 (three) quotations and sample from approved/
equivalent vendors and submit the same to the Project Manager. The Project Manager shall
finalize the rate of the materials to be procured within 7 (seven) days of receipt of quotes from
the Contractor.

The Project Manager /Owner may also at their own discretion finalize basic rate items,
approved vendors, payment terms and conditions etc. and the Contractor shall issue the
purchase order to the Vendor finalized by the Project Manager /Owner as per the terms and
conditions stated above. All necessary Bank Guarantee(s)/ Letter of Credit (“LC”) s or post-
dated cheques, as may be required by the vendor for the supply of Basic Rate material, shall
be provided by the Contractor.

E. Mode of measurement:

As per IS 1200

F. Price Escalation:

Only for the Works being carried out beyond the Price Validity set out in the Third Schedule,
the Price Escalation shall be calculated from the below formula.

EV= 0.85* (V-B) *[{(MI-M0)/M0}*XM+{(LI-L0/L0}*XL+{(FI-F0)/F0}*XF]

XM=70% | XL=20% | XF=10%

Where

B= Total amount arising for the Invoice as per clause 18 (B)

EV= Escalation amount due to the Contractor for the Invoice

V = Total amount due to the Contractor under the Invoice less deductions for all extra items in
that period & all deductions for all base rate variations.

MI= All India Whole sale Price Index for “All commodities” for the month of the Invoice, as
published by the Economic Advisor to Govt. of India, Ministry of Economics and Commerce

Page 66 of 85
M0= All India Whole sale Price Index ALL commodities valid on the month of expiry of the Price
Validity, as published by the Economic Advisor to Govt. of India, Ministry of Economics and
Commerce

LI = Consumer Price Index for Industrial Workers relevant month of the Invoice, as published
by the Labour Bureau Government of India.

Lo= Consumer Price Index for Industrial Workers relevant on the month of expiry of the Price
Validity, as published by the Labour Bureau Government of India.

FI= All India Whole sale Price Index for Fuel Oil and Lubricants for the month of the Invoice, as
published by the Economic Advisor to Govt. of India, Ministry of Economics and Commerce.

F0= All India Whole sale Price Index for Fuel Oil and Lubricants valid on the month of expiry of
the Price Validity, as published by the Economic Advisor to Govt. of India, Ministry of
Economics and Commerce.

Page 67 of 85
 EIGHTH SCHEDULE
QUALITY ASSURANCE PLAN

[Attached Separately]

Page 68 of 85
 NINTH SCHEDULE
HSE PLAN

[Attached Separately]

Page 69 of 85
 TENTH SCHEDULE
FORMAT OF AFFIDAVIT

FORMAT OF AFFIDAVIT (On 100 Rupee Stamp Paper)

I, Mr. _________________, adult Indian Inhabitant aged about ________ years residing at
_________________ do hereby solemnly, affirm and state as under:

1) I say that I am the _________________ (mention designation) of ________________ (mention the

name of the Contractor Company/Firm) (referred to herein after as “the said Company/Firm”) and I
am in overall control of the business of the said Company/Firm (If the person Deposing is a
Director/Proprietor)/and I have been duly authorized and empowered by the said Company/Firm to
swear this affidavit.

2) I say that the said Company/Firm has entered into a Agreement dated ________________ (referred
to herein after as “The said Agreement”) with ________________., (referred to hereinafter as “the
Owner”) on the terms and conditions as stipulated and mentioned more particularly therein.

3) I say that sub-clause No. ________________ of the said Agreement expressly stipulates that the said
Company/Firm shall be responsible for complying with all Laws pertaining to labour, workmen and
industrial relations/disputes as are currently applicable or as might become applicable hereinafter to
the persons deployed/engaged by the said Company/Firm for the purpose of executing/carrying out
the works as per the terms and conditions of the said Agreement.

4) I state that as on the date of this Affidavit, the said Company/Firm has fully and effectively complied
with/have ensured full and effective compliance with, in letter as well as in spirit, of all Laws pertaining
to labour, workmen and industrial relations/ disputes as are currently applicable in respect of the
persons deployed/engaged by the said Company/Firm for the purpose of executing/carrying out the
works as per the terms and conditions of the said Agreement.

5) I state that what has been deposed in paragraphs 1-4 herein above is true and correct and is from
my personal knowledge.

SOLEMNLY AFFIRMED AT MUMBAI

ON THIS ____ DAY OF _______ 20

Page 70 of 85
 ELEVENTH SCHEDULE
FORM OF GUARANTEES

FORM OF PERFORMANCE GUARANTEE

To,

[ __________________ ] (the “Owner”)

[ __________________ ] (Address)

Dear Sirs,

1. THIS GUARANTEE is made on this _____ day of _____ by (insert name of Bank) acting for the
purpose of these presents through their branch office at (address) (hereinafter called the
“Bank” which expression shall unless repugnant to the context or meaning thereof, include its
successors), in favour of …………………………………….., a private limited company existing under
the Companies Act, 1956 / partnership firm / LLP and having its registered office at [●]
(hereinafter called “the Owner” which expression shall unless repugnant to the context or
meaning thereof, include its successors and assigns).

2. WHEREAS the Owner has awarded the Contract (the “Agreement”) for ………………. Name of
Works…………. in the ………………. location of Works …………….. at …………….., Mumbai, India
(hereinafter called the “Works”) vide the work order no: …………………….. dated: ………………………
to ……………. Name of Contractor…………., (hereinafter called “Contractor” which expression
shall unless repugnant to the context hereof include its successors) and the same has been
unequivocally accepted by the Contractor. The Agreement contains the rights and obligations
of the Owner and the Contractor in respect of execution and completion of the Works.

3. Pursuant to the Agreement, the Contractor has undertaken to furnish a performance

guarantee in favour of the Owner to secure the performance of its obligations under the
Agreement for an amount equal to Rs. __________ only (Rupees __________Only)
(hereinafter called the “Guaranteed Amount”).

NOW IT IS HEREBY AGREED as follows:

The undersigned (hereinafter called the “Bank”) hereby unconditionally, irrevocably and absolutely
agrees, undertakes and guarantees that:

1. Upon a written demand being made by the Owner in the form attached hereto as Schedule I
(Form of Demand Notice), the Bank shall forthwith and without any demur, delay or protest
and without any reference, notice or intimation to the Contractor, pay to the Owner the sum(s)
mentioned in the demand notice, such sums not exceeding in aggregate the Guaranteed
Amount. A demand made by the Owner in the form of Schedule I shall be conclusive proof of
the amounts due and payable under this Guarantee and shall be binding on the Bank
irrespective of any dispute or differences between or amongst the Owner and the Contractor

Page 71 of 85
 or any other person and irrespective of the validity, enforceability, legality or otherwise of the
Agreement.

2. The payment under this Guarantee shall be made by the Bank without requiring the Owner to
first invoke any legal remedy that may be available to the Owner and the Owner shall be
entitled at its absolute discretion to determine whether an occasion has arisen for a demand
to be made under this Guarantee and the Bank shall not be entitled to question, dispute or
otherwise raise any objection to the validity of any demand made under this Guarantee.

3. The Owner shall have the full liberty, without in any way affecting the liability of the Bank
under this Guarantee, to extend from time to time, the time period for performance of the
Agreement by the Contractor or to postpone any of the powers exercisable by the Owner
against the Contractor either to enforce or forbear from enforcing any of the terms and
conditions of the Agreement and the Bank shall not be released from its liability under these
presents by any exercise by the Owner of the liberty with reference to the matters aforesaid
or by reason of any time being given to the Contractor or any other forbearance, act or
omission on the part of the Owner or any indulgence by the Owner to the Contractor or of any
other matter or thing whatsoever which under the law relating to sureties would, but for this
provision, have the effect of so releasing the Bank from its liability.

4. It shall not be necessary for the Owner to proceed against the Contractor before proceeding
against the Bank and the Guarantee herein shall be enforceable against the Bank
notwithstanding any security which the Owner may have obtained or obtains from the
Contractor at the time when any proceedings taken against the Bank hereunder are
outstanding or unrealised.

5. The liability of the Bank to make payment to the Owner as stated hereinabove shall not be
discharged, released, affected, or impaired in any way by reason of any one or more of the
following:

(a) any dispute between the Owner and the Contractor.

(b) any suit or proceeding regarding the subject matter the Contractor.

(c) insolvency, liquidation, winding up, dissolution or cessation of business by the

Contractor.

(d) any negligence, omission, or failure on the part of the Owner to commence any
proceedings against the Contractor; or

(e) any concession, failure, time, or leniency granted to the Contractor by the Owner.

6. The liability of the Bank under this Guarantee shall further not be discharged, released,
affected or impaired in any way by reason of any modification, amendment or variation in or
to any of the obligations, conditions or provisions of the Agreement or by reason of any
arrangement made between the Owner and the Contractor or by reason of any breach or
breaches of the Agreement by the Owner or the Contractor, whether the same is or are made
or occurs with or without the knowledge or consent of the Bank. The Bank further agrees that

Page 72 of 85
 no invalidity or unenforceability of the Agreement or any provisions thereof nor its avoidance,
suspension or termination shall discharge, affect or impair its liability hereunder and that no
waiver, compromise, indulgence or forbearance, whether as to time, payment, performance
or any other matter afforded by the Owner to the Contractor under the Agreement, shall
discharge, affect or impair the liability of the Bank hereunder.

For the avoidance of doubt, the Bank hereby waives any and all of the rights available to a
surety under the provisions of the Indian Contract Act, 1872 including those specified in
Sections 133, 134, 135, 139 and 141 of that Act. Provided that such amendment, variation,
extension of time shall not directly or indirectly, enlarge or enhance the value or tenure of the
Guarantee and/or have the effect of extension of the obligations of the Bank beyond what is
stated in clause 16 below.

7. The Owner, at its sole discretion, shall be entitled to enforce this Guarantee against the Bank
as a principal debtor, in the first instance without proceeding against the Contractor and
notwithstanding any security or other guarantee that the Owner may have in relation to the
Contractor’s liabilities.

8. The Owner shall be entitled to make one or more demands under this Guarantee so long as
the aggregate of such demands does not exceed the Guaranteed Amount.

9. This Guarantee shall not be affected by any change in the constitution of the Bank, the
Contractor or the Owner nor shall this Guarantee be affected by any merger, amalgamation or
absorption of the aforesaid entities with any other body corporate and this Guarantee shall
remain binding and enforceable by or against (as the case may be) such body corporate.

10. This Guarantee shall be an irrevocable and a continuing Guarantee and shall continue to be in
force notwithstanding the discharge of the Contractor by operation of law or otherwise
whatsoever, and shall cease to be in force only upon payment in full to the Owner by the Bank
of the Guaranteed Amount or, after (insertdate) (the “Expiry Date”), whichever is earlier.
Validity of this Guarantee may be extended beyond the Expiry Date upon instructions of the
Contractor and the Expiry Date shall be extended accordingly.

11. The Bank undertakes not to revoke this Guarantee during the period it remains in force except
with the prior written consent of the Owner.

12. Any notice by way of request, demand or otherwise hereunder may be sent by hand or by
registered post to the Bank addressed as aforesaid. The notice shall be deemed to have been
validly delivered and received, (i) if the notice was sent by hand delivery, on the date on which
the notice was first presented by hand to the Bank; (ii) if the notice was sent by electronic mail,
on the date such electronic mail was sent by the Owner; and (iii) if the notice was sent by way
of registered post, three (3) days from the date of posting such notice. The Owner shall not be
required to serve on the Contractor copies of any notices issued to the Bank under this
Guarantee.

13. This Guarantee shall operate and be valid independently of any other, similar guarantees given
at the request of the Contractor in favour of the Owner, and the Bank’s liability to the Owner
under this Guarantee shall be limited to the Guaranteed Amount.

Page 73 of 85
14. Any demand for payment must be signed by a director of the Owner

15. This Guarantee shall be subject to the exclusive jurisdiction of competent courts in Mumbai.

16. Notwithstanding anything contained hereinabove:

i) Our liabilities under this bank guarantee shall not exceed Rs. ________ only (Rupees
__________ Only)

ii) This bank guarantee shall be valid upto Expiry Date

iii) We are liable to pay the Guaranteed Amount or any part thereof under this bank
guarantee only if the Owner serve upon a written claim or demand at (insert name &
address of the Bank) on or before the Expiry Date and in accordance with point 12
above.

Dated this _____ day of ____________________20___

AS WITNESS our hand

Signed by:__________________________
(Name and designation of officer)

for and on behalf of

____________________ ____________________________
(Name of Bank) (Signature)

in presence of:

Name : _________________________

Designation:__________________________________________________
(Signature of Witness)

Page 74 of 85
 Schedule I
Form of Demand Notice

Date [ ]

To,

The Branch Manager

[Name and address of the Bank]

Subject: Notice of Demand under the Bank Guarantee No. [____] dated [___]

Dear Sirs,

We refer to the Bank Guarantee No. [ ] dated [ ] issued by you in favour of [ ________________ ] the
“Owner” for a sum of Rs. [________].

The unrecovered Advance to the date of this letter stands at Rs. [ ].

We hereby notify you (which notification under the terms of the guarantee is conclusive) of the
breach/default on the part of [name of the Contractor] in repaying the recoverable Advance of Rs. [ ]
as per their obligation under the Agreement dated [ ].

We hereby invoke the aforesaid Bank Guarantee and call upon you to make payment of Rs. [ ] forthwith
to the Owner by electronic transfer to its bank account no. ________held with [name of the bank] /
by issuing a banker’s cheque/demand draft in favour of [ __________________ ] payable at Mumbai.

Yours truly,

_________________________
[____________________ ]
Authorised Signatory

Page 75 of 85
 ADVANCE PAYMENT GUARANTEE

To,

[ __________________ ] (the “Owner”)

[ __________________ ] (Address)

Dear Sirs,

THIS GUARANTEE is made on this _____ day of _____ by [•] acting for the purpose of these presents
through their branch office at [•] hereinafter called the “Bank” which expression shall unless
repugnant to the context or meaning thereof, include its successors), in favour
of ……………………………………, a private limited company existing under the Companies Act, 1956 /
partnership firm / LLP and having its registered office at [●] (hereina er called “Owner” which
expression shall unless repugnant to the context or meaning thereof, include its successors and
assigns).

WHEREAS the Owner has awarded the Contract (the “Agreement”) for ………….Name of Works……….
in the ………………location of Works……………….. at ………………………., Mumbai, India (hereinafter called
the “Works”) vide the work order no: …………………………………………… dated: ……………………………
to …………………..Name of Contractor…………………., (hereinafter called “Contractor” which expression
shall unless repugnant to the context hereof include its successors) and the same has been
unequivocally accepted by the Contractor. The Agreement contains the rights and obligations of the
Owner and the Contractor in respect of execution and completion of the Works

AND WHEREAS the Contractor has requested the Owner for an advance payment in the sum of Rs. [ ]
in consideration of the obligations to be performed by it under the Agreement. In lieu of such advance
payment, the Contractor has agreed to furnish an irrevocable bank guarantee in favour of the Owner.

The Owner has accordingly called upon the Contractor to furnish a Guarantee from the Bank,
guaranteeing payment of a sum of Rs _____ (Rupees __________ Only) (hereinafter called the
“Guaranteed Amount”) and the Bank has agreed to furnish the same in favour of the Owner on the
terms contained herein.

NOW IT IS HEREBY AGREED as follows:

The Bank hereby unconditionally, irrevocably and absolutely agrees, undertakes and guarantees that:

Page 76 of 85
1. Upon a written demand being made by the Owner in the form attached hereto as Schedule I
(Form of Demand Notice), the Bank shall forthwith and without any demur, delay or protest
and without any reference, notice or intimation to the Contractor, pay to the Owner the sum(s)
mentioned in the demand notice, such sums not exceeding in aggregate Guaranteed Amount.
A demand made by the Owner in the form of Schedule I shall be conclusive proof of the
amounts due and payable under this Guarantee and shall be binding on the Bank irrespective
of any dispute or difference between or amongst the Owner and the Contractor or any other
person and irrespective of the validity, enforceability, legality or otherwise of the Agreement.

2. The payment under this Guarantee shall be made by the Bank without requiring the Owner to
first invoke any legal remedy that may be available to the Owner and the Owner shall be
entitled at its absolute discretion to determine whether an occasion has arisen for a demand
to be made under this Guarantee and the Bank shall not be entitled to question, dispute or
otherwise raise any objection to the validity of any demand made under this Guarantee.

3. The Owner shall have the full liberty, without in any way affecting the liability of the Bank
under this Guarantee, to extend from time to time, the time period for performance of the
Agreement by the Contractor or to postpone any of the powers exercisable by the Owner
against the Contractor either to enforce or forbear from enforcing any of the terms and
conditions of the Agreement and the Bank shall not be released from its liabilities under these
presents by any exercise by the Owner of the liberty with reference to the matters aforesaid
or by reason of any time being given to the Contractor or any other forbearance, act or
omission on the part of the Owner or any indulgence by the Owner to the Contractor or of any
other matter or thing whatsoever which under the law relating to sureties would, but for this
provision, have the effect of so releasing the Bank from its liability.

4. It shall not be necessary for the Owner to proceed against the Contractor before proceeding
against the Bank and the Guarantee herein shall be enforceable against the Bank
notwithstanding any security which the Owner may have obtained or obtains from the
Contractor at the time when any proceedings taken against the Bank hereunder are
outstanding or unrealised.

5. The liability of the Bank to make payment to the Owner as stated hereinabove shall not be
discharged, released, affected or impaired in any way by reason of any one or more of the
following:

(a) any dispute between the Owner and the Contractor;

(b) any suit or proceeding regarding the subject matter of the Agreement;

(c) insolvency, liquidation, winding up, dissolution or cessation of business by the

Contractor;

(d) any negligence, omission or failure on the part of the Owner to commence any
proceeding against the Contractor; or

(e) any concession, failure, time or leniency granted to the Contractor by the Owner.

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6. The liability of the Bank under this Guarantee shall further not be discharged, released,
affected or impaired in any way by reason of any modification, amendment or variation in or
to any of the obligations, conditions or provisions of the Agreement or by reason of any
arrangement made between the Owner and the Contractor or by reason of any breach or
breaches of the Agreement by the Owner or the Contractor, whether the same is or are made
or occurs with or without the knowledge or consent of the Bank. The Bank further agrees that
no invalidity or unenforceability of the Agreement or any provisions thereof nor its avoidance,
suspension or termination shall discharge, affect or impair its liability hereunder and that no
waiver, compromise, indulgence or forbearance, whether as to time, payment, performance
or any other matter afforded by the Owner to the Contractor under the agreement, shall
discharge, affect or impair the liability of the Bank hereunder.

For the avoidance of doubt, the Bank hereby waives any and all of the rights available to a
surety under the provisions of the Indian Contract Act, 1872 including those specified in
Sections 133, 134, 135, 139 and 141 of that Act. Provided that such amendment, variation,
extension of time shall not directly or indirectly, enlarge or enhance the value or tenure of the
Guarantee and/or have the effect of extension of the obligations of the Bank beyond what is
stated in clause 16.

7. The Owner, at its sole discretion, shall be entitled to enforce this Guarantee against the Bank
as a principal debtor, in the first instance, without proceeding against the Contractor and
notwithstanding any security or other guarantee that the Owner may have in relation to the
Contractor’s liabilities.

8. The Owner shall be entitled to make one or more demands under this Guarantee so long as
the aggregate of such demands does not exceed the Guaranteed Amount.

9. This Guarantee shall not be affected by any change in the constitution of the Bank, the
Contractor or the Owner nor shall this Guarantee be affected by any merger, amalgamation or
absorption of the aforesaid entities with any other body corporate and this Guarantee shall be
binding on and enforceable by or against (as the case may be) such body corporate.

10. This Guarantee shall be an irrevocable and a continuing Guarantee and shall continue to be in
force notwithstanding the discharge of the Contractor by operation of law or otherwise
whatsoever, and shall cease to be in force only upon payment in full to the Owner by the Bank
of the Guaranteed Amount or, after (insertdate) (the “Expiry Date”), whichever is earlier.
Validity of this Guarantee may be extended beyond the Expiry Date upon instructions of the
Contractor and the Expiry Date shall be extended accordingly.

11. The Bank undertakes not to revoke this Guarantee during its currency except with the prior
written consent of the Owner.

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12. Any notice by way of request, demand or otherwise hereunder may be sent by hand or by
registered post to the Bank addressed as aforesaid. The notice shall be deemed to have been
validly delivered and received, (i) if the notice was sent by hand delivery, on the date on which
the notice was first presented by hand to the Bank; (ii) if the notice was sent by electronic mail,
on the date such electronic mail was sent by the Owner; and (iii) if the notice was sent by way
of registered post, three (3) days from the date of posting such notice. the Owner shall not be
required to serve on the Contractor copies of any notices issued to the Bank under this
Guarantee.

13. This Guarantee shall operate and be valid independently of any other, similar guarantees given
at the request of the Contractor in favour of the Owner, and the Bank’s liability to the Owner
under this Guarantee shall be limited to the Guaranteed Amount.

14. Any demand for payment must be signed by a Director of the Owner.

15. This Guarantee shall be subject to the exclusive jurisdiction of competent courts in Mumbai

16. Notwithstanding anything contained hereinabove:

i) Our liabilities under this bank guarantee shall not exceed Rs. [ ] only (Rupees [ ] Only)

ii) This bank guarantee shall be valid upto Expiry Date

We are liable to pay the Guaranteed Amount or any part thereof under this bank guarantee only if you
serve upon a written claim or demand at (insert name & address of the Bank) on or before Expiry and
in accordance with point 12 above

Dated this _____ day of ____________________20___

AS WITNESS our hand

Signed by : __________________________
(Name and designation of officer)

for and on behalf of

____________________ ____________________________
(Name of Bank) (Signature)

in presence of:

Name : _________________________

Designation:__________________________________________________
(Signature of Witness)

Page 79 of 85
 Schedule I
Form of Demand Notice

Date [ ]

To,

The Branch Manager

[Name and address of the Bank]

Subject: Notice of Demand under the Bank Guarantee No. [____] dated [___]

Dear Sirs,

We refer to the Bank Guarantee No. [ ] dated [ ] issued by you in favour of [ ________________ ] the
“Owner” for a sum of Rs. [________].

The unrecovered Advance to the date of this letter stands at Rs. [ ].

We hereby notify you (which notification under the terms of the guarantee is conclusive) of the
breach/default on the part of [name of the Contractor] in repaying the recoverable Advance of Rs. [ ]
as per their obligation under the Agreement dated [ ].

We hereby invoke the aforesaid Bank Guarantee and call upon you to make payment of Rs. [ ] forthwith
to the Owner by electronic transfer to its bank account no. ________held with [name of the bank] /
by issuing a banker’s cheque/demand draft in favour of [ __________________ ] payable at Mumbai.

Yours truly,

_________________________
Authorised Signatory, [____________________ ]

Page 80 of 85
 FORM OF RETENTION MONEY GUARANTEE

To,

[ __________________ ] (the “Owner”)

[ __________________ ] (Address)

Dear Sirs,

1. THIS GUARANTEE is made on this _____ day of _____ by (insert name of Bank) acting for the
purpose of these presents through their branch office at (address) (hereinafter called the
“Bank” which expression shall unless repugnant to the context or meaning thereof, include its
successors), in favour of [ _________________________ ], a private limited company existing
under the Companies Act, 1956 / partnership firm / LLP and having its registered office at [●]
(hereinafter called the “Owner” which expression shall unless repugnant to the context or
meaning thereof, include its successors and assigns).

2. WHEREAS the Owner has awarded the Contract (the “Agreement”) for ……………..Name of
Works………….. in …………location of Works………….. at ……………., Mumbai (hereinafter called
the “Works”) vide the work order no: ……………………………………… dated: ………………………………
to …………………Name of Contractor…………………….., (hereinafter called “Contractor” which
expression shall unless repugnant to the context hereof include its successors) and the same
has been unequivocally accepted by the Contractor . The Agreement contains the rights and
obligations of the Owner and the Contractor in respect of execution and completion of the
Works

3. Pursuant to the provisions of Contract, the Contractor has undertaken to furnish an

unconditional, on-demand bank guarantee in favour of the Owner for an amount equal to Rs
_________ (Rupees __________ Only) (hereinafter referred to as the “Guaranteed Amount”)
towards part of the Retention Moneys.

NOW IT IS HEREBY AGREED as follows:

The Bank hereby unconditionally, irrevocably and absolutely agrees, undertakes and guarantees that:

1. Upon a written demand being made by the Owner in the form attached hereto as Schedule I
(Form of demand notice), the Bank shall forthwith and without any demur, delay or protest
and without any reference, notice or intimation to the Contractor, pay to the Owner the sum(s)
mentioned in the demand notice, such sums not exceeding in aggregate the Guaranteed
Amount. A demand made by the Owner in the form of Schedule I shall be binding on the Bank
irrespective of any dispute or differences between or amongst the Owner and the Contractor
or any other person and irrespective of the validity, enforceability, legality or otherwise of the
Subcontract or any matter in relation to the Works.

Page 81 of 85
2. The payment under this Guarantee shall be made by the Bank without requiring the Owner to
provide any reason for invoking the Guarantee or to first invoke any legal remedy that may be
available to the Owner and the Owner shall be entitled at its absolute discretion to make a
demand under this Guarantee and the Bank shall not be entitled to question, dispute or
otherwise raise any objection to the reason or validity of any demand made under this
Guarantee.

3. The Owner shall have the full liberty, without in any way affecting the liability of the Bank
under this Guarantee, to extend from time to time, the time period for performance of or,
postponement of any of the powers exercisable by the Owner against the Contractor in
relation to any matter pertaining to the Contractor and the Bank shall not be released from its
liability under these presents on account of any exercise by the Owner of the liberty with
reference to the matters aforesaid or by reason of any time, waiver or concession being given
to the Contractor or any other forbearance, act or omission on the part of the Owner or any
indulgence by the Owner to the Contractor or of any other matter or thing whatsoever which
under the law relating to sureties would, but for this provision, have the effect of so releasing
the Bank from its liability.

4. It shall not be necessary for the Owner to proceed against the Contractor before proceeding
against the Bank and this Guarantee shall be enforceable against the Bank notwithstanding
any security which the Owner may have obtained or obtains from the Contractor at the time
when any proceedings taken against the Bank hereunder are outstanding or unrealised.

5. The liability of the Bank to make payment to the Owner as stated hereinabove shall not be
discharged, released, affected or impaired in any way by reason of any one or more of the
following:

(a) any dispute between the Owner and the Contractor;

(b) any suit or proceeding regarding the subject matter of the Contractor;

(c) insolvency, liquidation, winding up, dissolution or cessation of business by the

Contractor;

(d) any negligence, omission or failure on the part of the Owner to commence any
proceedings against the Contractor; or

(e) any concession, failure, time or leniency granted to the Contractor by the Owner.

6. The liability of the Bank under this Guarantee shall further not be discharged, released,
affected or impaired in any way by reason of any modification, amendment or variation in or
to any of the obligations, conditions or provisions of the Contractor or for any other reason
whatsoever. For the avoidance of doubt, the Bank hereby waives any and all of the rights
available to a surety under the provisions of the Indian Contract Act, 1872 including those
specified in Sections 133, 134, 135, 139 and 141 of that Act. Provided that such amendment,
variation, extension of time shall not directly or indirectly, enlarge or enhance the value or
tenure of the Guarantee and/or have the effect of extension of the obligations of the Bank
beyond what is stated in clause 15.

Page 82 of 85
7. The Owner, at its sole discretion, shall be entitled to enforce this Guarantee against the Bank
as a principal debtor, in the first instance without proceeding against the Contractor and
notwithstanding any security or other guarantee that the Owner may have in relation to the
Contractor’s liabilities.

The Owner shall be entitled to make one or more demands under this Guarantee so long as
the aggregate of such demands does not exceed Guaranteed Amount.

8. This Guarantee shall not be affected by any change in the constitution of the Bank, the
Contractor or the Owner nor shall this Guarantee be affected by any merger, amalgamation or
absorption of the aforesaid entities with any other body corporate and this Guarantee shall
remain binding and enforceable by or against (as the case may be) such body corporate.

9. This Guarantee shall be an on-demand, irrevocable and a continuing Guarantee and shall
continue to be in force notwithstanding the discharge of the Contractor by operation of law or
otherwise whatsoever, and shall cease to be in force only upon payment of Guaranteed
Amount in full by the Bank to the Owner or, one day after issue of the last Taking-Over
Certificate by the Owner in respect of the Contractor Work (the “Expiry Date”), whichever is
earlier.

10. The Bank undertakes not to revoke this Guarantee during the period it remains in force except
with the prior written consent of the Owner.

11. Any notice by way of request, demand or otherwise hereunder may be sent by hand or by
registered post to the Bank addressed as aforesaid. The notice shall be deemed to have been
validly delivered and received, (i) if the notice was sent by hand delivery, on the date on which
the notice was first presented by hand to the Bank; (ii) if the notice was sent by electronic mail,
on the date such electronic mail was sent by the Owner; and (iii) if the notice was sent by way
of registered post, three (3) days from the date of posting such notice. The Owner shall not be
required to serve on the Contractor copies of any notices issued to the Bank under this
Guarantee.

12. This Guarantee shall operate and be valid independently of any other, similar guarantees given
at the request of the Contractor in favour of the Owner, and the Bank’s liability to the Owner
under this Guarantee shall be limited to the Contractor Guaranteed Amount.

13. Any demand for payment must be signed by a Director of the Owner.

14. This Guarantee shall be subject to the exclusive jurisdiction of competent Courts in Mumbai.

15. Notwithstanding anything contained hereinabove:

i) Our liabilities under this bank guarantee shall not exceed Rs. [ ] only (Rupees [ ] Only)

ii) This bank guarantee shall be valid upto Expiry Date

iii) We are liable to pay the Guaranteed Amount or any part thereof under this bank
guarantee only if you serve upon a written claim or demand at (insert name & address
of the Bank) on or before Expiry Date and in accordance with point 11 above.

Page 83 of 85
Dated this _____ day of _____________20___

AS WITNESS our hand

Signed by : __________________________
(Name and designation of officer)

for and on behalf of

____________________ ____________________________
(Name of Bank) (Signature)

in presence of:

Name : _________________________

Designation:__________________________________________________

Page 84 of 85
 Schedule I
Form of demand notice

Date [ ]

To,

The Branch Manager

[Name and address of the Bank]

Subject: Notice of Demand under the Bank Guarantee No. [____] dated [___]

Dear Sirs,

We refer to the Bank Guarantee No. [ ] dated [ ] issued by you in favour of [ ________________ ] the
“Owner” for a sum of Rs. [________].

The unrecovered Advance to the date of this letter stands at Rs. [ ].

We hereby notify you (which notification under the terms of the guarantee is conclusive) of the
breach/default on the part of [name of the Contractor] in repaying the recoverable Advance of Rs. [ ]
as per their obligation under the Agreement dated [ ].

We hereby invoke the aforesaid Bank Guarantee and call upon you to make payment of Rs. [ ] forthwith
to the Owner by electronic transfer to its bank account no. ________held with [name of the bank] /
by issuing a banker’s cheque/demand draft in favour of [ __________________ ] payable at Mumbai.

Yours truly,

_________________________
, [____________________ ]
Authorised Signatory

Page 85 of 85