Format Annual Maintenance Contract For Security Services
This
Agreement made this ….. day of ……………., 20… at ………. is entered into by and
between , a Company incorporated and existing in accordance with the
Companies Act, 2013
and having its
Registered Office at …………………………………. through ………………………………. of
the Company (hereinafter referred to as the “FIRST PARTY”) which expression
shall unless be repugnant to the context include its successors and assigns of
ONE PART.
AND
………………………..,
a Company incorporated and existing in accordance with the Companies Act,
2013 and having
its registered office
at ………………….., through ………………………… of the Company (hereinafter referred to as
the “SECOND PARTY”) which expression shall unless be repugnant to the context
include its successors and assigns of OTHER PART.
NOW THIS AGREEMENT WITNESSETH AS UNDER:
1. OFFER & ACCEPTANCE
The SECOND
PARTY hereby offers Security Services to FIRST PARTY on contractual basis and
FIRST PARTY hereby accepts the same.
2. SCOPE OF SERVICES
…………………………..
3. DEALING PERSONS
…………………………..
4. RIGHTS & OBLIGATIONS OF BOTH PARTIES
I. That the SECOND PARTY agrees to execute, fulfill & discharge the
work as may be assigned by the FIRST PARTY from time to time in the manner
agreed to the entire satisfaction of FIRST PARTY on all days, as per the
requirements of the FIRST PARTY during the period of this agreement.
II. That the SECOND PARTY shall
inform the FIRST PARTY in writing in advance about any change in its name, address, business, ownership, status or constitution.
III. That SECOND PARTY shall give
leave/ holidays to its workforce/labour on SECOND PARTY’s roll as
per the provisions of
Labour Laws as
applicable in the state.
IV. That FIRST PARTY reserves the right to appoint one or more other Second
PARTYS and distribute the work among them during the currency of this agreement
at its unfettered discretion in any manner.
V. The relationship between the
Parties hereto shall be on Principal to Principal basis. Nothing herein
contained shall be deemed to constitute an Employer and employee relationship
between the parties. Nothing herein contained shall allow a party to
act as an
agent of any
other Party.
VI.That parties to this
contract further represent and undertake that they are fully competent and
authorized to enter into this agreement and their respective signatories are
duly authorized to execute this agreement on behalf of them
VII.That SECOND PARTY undertakes
to keep fully secret and confidential the information received by him/his staff
from FIRST PARTY during the continuance of this agreement and also thereafter,
and not to divulge it
in any way
without obtaining express
written permission of FIRST PARTY, except in the case where any
such information is required to be disclosed by him under any provisions of law
to a court or any such other judicial / legislative / regulatory authority
provided he gives prior information to FIRST PARTY so that FIRST PARTY may
initiate any preventive steps available under law in this regard.
5. SUPERVISION
i. That the
SECOND PARTY shall arrange for supervision of its personnel to ensure proper
control for executing the job smoothly and efficiently.
6. UNIFORM & OTHER PARAPHERNALIA
i. That the SECOND PARTY shall alone be responsible (including all
expenses on its own) for providing Uniform, Training etc. to his Staff deputed
at the Premises of the FIRST PARTY.
ii. That all personnel deployed / to be deployed by SECOND PARTY shall
maintain smart turnout, bear name plates and always be in uniform on duty.
7. REPLACEMENT
i. That SECOND
PARTY ensures proper performance, conduct/ discipline, character and behaviour
of the personnel engaged by or through him and shall replace any personnel at
any point of time, at the sole discretion of FIRST PARTY within a period of 24
hours whenever such a wish is expressed to him in explicit terms.
8. EMPLOYER- EMPLOYEE
i. That SECOND PARTY being
the employer of
the personnel engaged
by it and/or on SECOND PARTY’s rolls, shall alone
be entitled to hire or fire them. FIRST PARTY shall, under no circumstances be
deemed or treated as the employer in respect of any person(s) employed by or
through SECOND PARTY for any purpose whatsoever nor would FIRST PARTY be liable
for any claim(s) whatsoever of any such person(s).
ii. That SECOND PARTY alone shall have the right to take disciplinary
action against any person(s) engaged by it, while no right whatsoever shall
vest in any such person(s) to raise any dispute and / or claim whatsoever
against FIRST PARTY.
9. SUB-SECOND PARTY
i. That SECOND
PARTY shall not appoint any sub-Second Party/ third party to carry out any
obligation under the agreement.
10. ACCIDENT OR UNTOWARD INCIDENT
i. That in the event of any unfortunate accident resulting in temporary,
partial or total disablement or death
or other natural
calamities of any
of SECOND PARTY’s personnel,
SECOND PARTY shall ensure that immediate and adequate medical aid viz. First
aid and subsequent treatment facilities are provided to the concerned personnel
free of cost and without fail. In addition, SECOND PARTY shall solely be liable
for meeting with statutory liabilities under the ESI/PF or Employees’ compensation
Act. In case any such expenses including hospitalization expenses are incurred
by FIRST PARTY of its own, then it reserves all right to recover the same from
SECOND PARTY including interest thereon, if any.That
in case of any untoward incident which can prejudice the interest of FIRST
PARTY, FIRST PARTY shall have
full right to
make suitable inquiry
/ inquiries from
the Staff of SECOND PARTY either in writing or
verbally for official purposes including for any witness in Court or before
concerned authorities.
ii. That if it is found that any
person/Staff of SECOND PARTY is involved or abetted, directly or indirectly, in
any such theft, sabotage, pilferage, fire, physical violence and/or any
untoward incident which can
prejudice the interest
of FIRST PARTY at inside/outside the Premises of FIRST PARTY, then FIRST PARTY
shall be at full liberty to take suitable legal or otherwise action against the
erring staff as well as against SECOND PARTY for damages, costs of consequences
whether during the tenure of this agreement or
thereafter.
11. FIRE PROTECTION
i. That SECOND
PARTY shall ensure that all security personnel deployed / to be deployed are
trained for fire-fighting and fire protection duties and in the event of a
fire, the security personnel shall perform such duties as may be assigned to
them by FIRST PARTY’s representative besides taking emergency fire control
measures on their own.
12. PERFORMANCE
i. That the
SECOND PARTY shall perform the work assignments to the best satisfaction
of the FIRST PARTY, in case of
unsatisfactory performance FIRST PARTY reserves the right to terminate the
contract forthwith and SECOND PARTY shall not raise any claim/demur/protest for
such termination of contract. In that case the legal payments, if any, made to
the workforce of the SECOND PARTY shall be fully recoverable from SECOND PARTY.
13. LICENCES AND STATUTORY COMPLIANCE
i. That SECOND PARTY shall alone be responsible for Compliance of all
labour legislations (as may be amended from time to time) in respect of persons
employed by or through him and deputed for the above services being provided to
FIRST PARTY including Contract Labour (Regulation & Abolition) Act, Minimum
Wages Act, Employees Provident Fund and
Miscellaneous Provisions Act, Employees State Insurance Act, Payment of
Bonus Act, Payment of Gratuity Act, Industrial Dispute Act, Inter-State Migrant
Workers Act etc. and rules made thereunder (as may be amended from time to
time). However, it may be noted that Minimum rates of wages shall be as per the
notifications of concerned State Government only.
ii. That SECOND PARTY shall prepare, maintain and submit all records,
documents, returns, registers, notice, etc. as required under various Labour
Legislations in the prescribed manner as applicable from time to time and
within prescribed time to the concerned statutory authorities and produce the
same on demand of FIRST PARTY or any statutory authority inspecting the records
of FIRST PARTY. SECOND PARTY shall keep update knowledge of the various labour
laws as are and which become applicable from time to time and shall take
effective and speedy steps to comply with the same. In the event of breach of any
law applicable to the Personnel engaged by SECOND PARTY, SECOND PARTY alone
shall be responsible and liable for penal action that may arise as a result
of such
breach or violation
and consequences thereof,
if any.
iii. That SECOND PARTY ensures to pay the entire wages payable by it under
Minimum Wages Act, 1948 as applicable from time to time, as gross wages to the
workforce deployed / to be deployed and SECOND PARTY further ensures to deposit
the PF and ESI contribution on such gross wages with the appropriate
authorities within due dates and shall submit the copy of challan for the PF
& ESI contribution deposited by it along with its details to FIRST PARTY.
In case, SECOND PARTY fails to provide the requisite returns/certificates as
aforesaid, the payments of its bill shall be stopped by FIRST PARTY and FIRST
PARTY shall terminate this agreement forthwith without any notice with SECOND PARTY.
iv. That SECOND PARTY shall obtain and maintain at all times during
continuance of this agreement all necessary permissions, approvals and required
licenses and pay necessary taxes in relation to or in connection with the job
assigned under this agreement.
14. SUBMISSION OF DOCUMENTS
i. SECOND PARTY shall submit………………………….
15. INDEMNIFICATION
i. The SECOND PARTY alone shall be responsible and FIRST PARTY shall not
be held responsible/liable under any circumstances for any accident or
injury and/or any third party claim arising out of such accident and any
temporary/permanent/partial/total bodily disablement/injury/infirmity and/or
death arising out of any such accident of SECOND PARTY’s personnel engaged for
the assigned services for FIRST PARTY in terms of costs, claim, compensation,
damages or any other consequences legal or otherwise.
ii. SECOND PARTY shall observe and comply with all Rules and Regulations of
the Central/State Government or the provision of any law including rules and
regulations of any local authority in force from time to time which may be applicable.
iii. SECOND PARTY hereby indemnifies and keep FIRST PARTY indemnified and
its directors, officers and employees and save them harmless against any
action, proceedings claims or demands of any person, Government or local
authority made against FIRST PARTY, its directors, officers and employees in
respect of or as a result of the business operations carried on by SECOND PARTY
or SECOND PARTY committing any breach of the provisions of any statutory
regulations and/or this agreement or in consequence of any act or commission or
omission or default of SECOND PARTY, their servants, agents or workmen and
against all costs, losses, damages, hardship, injuries, charges and expenses
which FIRST PARTY may have to pay, incur or sustain by other wise, in relation thereto.
iv. During the continuance of this agreement or its renewal thereof, it
shall be the responsibility of the SECOND PARTY to ensure that all Rules and
Regulations relating to the employment of Labour under any statute, including
payment of Provident Fund, Employees State insurance, Gratuity and
other provisions are
complied with by SECOND
PARTY and in the
event of SECOND PARTY committing
breach of any of the provisions or if due to any reason, FIRST PARTY is sought
to be made liable for the same, SECOND PARTY shall
indemnify and keep FIRST PARTY indemnified against all
costs, charges and expenses, damages or amounts which FIRST PARTY may be
required to incur and sustain by reason of any action, claims or demand. Such
persons shall not in any way or claims to be the employees of FIRST PARTY.
v. If any, damage is caused to any property or any injury is caused to or
the death occurs of any person inside/outside of the Premises of FIRST PARTY
due to the act or default or any person employed by SECOND PARTY, SECOND PARTY
alone will be liable in damage or for compensation in respect thereof and
SECOND PARTY agrees to indemnify FIRST PARTY and to keep FIRST PARTY
indemnified against all losses, damages, costs, charges, expenses, suits,
proceedings and all liability of whatsoever nature and kind which FIRST PARTY
may incur, sustain, suffer or put to in consequence or by reason of such
damage, injury or loss of life.
vi. SECOND PARTY shall indemnify and keep FIRST PARTY indemnified against
any loss or damage or cost, charges, suits, proceedings and expenses and all
liability of whatsoever nature or kind that may be caused by non-performance of
the term(s) of this Agreement or any wrongful act and /or default on
the part of SECOND
PARTY or their agents or
servants and/or any of SECOND
PARTY’s undertaking being false, incomplete or
incorrect.
16. LIABILITIES
i. That
SECOND PARTY shall
be responsible and
liable for the loss that FIRST PARTY may
incur on account of any act, omission, commission and / or negligence of
workforce of SECOND PARTY. The decision of FIRST PARTY shall be final and
binding in all such cases and SECOND PARTY shall make good the loss sustained
by FIRST PARTY either by replacement of the material / equipment or by payment
of compensation.
17. VALIDITY
i. That this
agreement is initially valid
for …… years i. e. from ……. to ……… which may further
be renewed for such
period on such terms and conditions as may be mutually
agreed upon by both the parties.
18. AMENDMENT
i. That it is
the complete and exhaustive statement of Agreement between FIRST PARTY and
SECOND PARTY and this agreement supersedes all proposals, oral or written and
all other communications and prior agreement between the parties. The terms of
this agreement shall not be amended, modified or rescinded except by a written
instrument signed by both the parties.
19. TERMINATION
i. That should either party to this agreement require to terminate it
before its natural expiry, it shall give ………. months prior written notice to
the other party, at the expiry of which this agreement shall stand determined.
ii. That in case SECOND PARTY commits any breach of the terms &
conditions hereof and/or fail/ neglect to carry out any instructions issued to
him by FIRST PARTY from time to time, it should be open and lawful for FIRST
PARTY to terminate this agreement forthwith without assigning any reason and
can get the services by or through any other agency or Second Party at the risk
and cost of SECOND PARTY and SECOND PARTY shall have no right to claim any
compensation whatsoever on this account.
20. SEVERABILITY
Should any
provision(s) of this agreement be held invalid or unenforceable under the laws
of India, such invalidity shall not affect any other provision(s) of this
Agreement, and neither shall it be held to affect the Agreement in its
entirety. This agreement shall then be construed as if it did not contain the
provision(s) held to be invalid, and the parties shall endeavor in good faith
to replace such invalid provision(s) with new provision(s) which shall be, as
nearly as possible, similar in its/their legal and commercial effect to the
original and replaced provision(s).
21. PAYMENT TERMS
i. That all
payments shall be subject to the deduction of tax at the prevalent time.
22. GOVERNING LAW
This
Agreement shall be governed and construed in accordance with the laws of India.
23. ARBITRATION
i. That in case any dispute or difference or question arises between the
parties as to the interpretation or effect of any clause or clauses of this
Agreement or as to the performance or non-performance of the terms thereof or
in connection with any rights or duties or obligations of any party there under
or as to any other dispute touching the contents of the agreement or these
presents shall as far as possible, be resolved mutually by both the parties.
ii. That if the parties fails to resolve then only the same shall be
referred to the arbitration of the
………………………………., as sole arbitrator appointed under the provisions of the
Arbitration & Conciliation Act, 1996 including any statutory
modification(s) or re-enactments thereof for the time being in force.
iii. That the award so made shall be final and binding on both the parties.
The cost of reference and award shall be shared equally by both the parties except
otherwise decided by the sole arbitrator. The
territory of is understood and mutually agreed upon by both
the parties as the place of
arbitration. However, the provisions contained in this clause shall be without
prejudice to any other right available to FIRST PARTY under any other law for
the time being in force in India
iv. The Parties also agree that
when any dispute occurs and when any dispute is under arbitration, except for
the matters in dispute, the parties shall continue to fulfill their respective
obligations and shall be entitled to exercise their rights under this Agreement.
24. JURISDICTION
i. That this Agreement is and shall be deemed to have been executed
at…………. and only courts at …….. shall have jurisdiction in
all matters arising out of or connected with this Agreement.
IN WITNESSTH
the parties hereto execute and sign this agreement after fully understanding
its meaning, purpose and intent on the date and place mentioned above
For First Party
Signature
Name:
Address:
For Second Party
Signature:
Name:
Address:
WITNESSES:
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