Manpower Agreement.docx

SERVICE AGREEMENT THIS AGREEMENT (“the Agreement”) is made at Mumbai on this

….

day of …….2018

BY AND BETWEEN ……………………., a Company Registered under the Indian Companies Act, 2013 and having its Registered and Corporate Office at Equinox Business Park, Tower 3, 1st Floor, LBS Marg. Kurla (West), Mumbai – 400 070 (hereinafter referred to as “the Client”) which expression shall, unless it be repugnant to the meaning and context thereof, mean and include its successors, assigns and executors of the FIRST PART; AND ……………………., a Company Registered under the Indian Companies Act, 1956 and having its Registered and Corporate Office at ……………………………….. (hereinafter referred to as ‘the Service Provider’) which expression shall, unless it be repugnant to the meaning and context thereof, mean and include its administrators and assigns of the firm and/or each of its Partners of the OTHER PART;

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WHEREAS the Client is inter alia, engaged in manufacturing, marketing and distribution of Consumer Products, such as the Fans, Pumps, Lighting and Home Appliances in India and abroad. AND WHEREAS the said Service Provider is engaged in the business of providing of Professional Expert Services (hereinafter called “the Services”) with various organizations and the Client is desirous of taking the Services from the said Service Provider for providing trained manpower personnel to its Client on a full time basis at ………………………………….as and when required by the Client (hereinafter referred to as ‘the said Premise’); AND WHEREAS the Service Provider has agreed to offer the said Services to the Client on certain terms and conditions; AND WHEREAS, the Client has agreed to accept the offer made by the said Service Provider on the following terms and conditions: NOW IT IS THEREFORE AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. TENURE OF AGREEMENT: This Agreement shall remain in force for a period two years from ……………………. and shall expire by efflux of time on

2.

REPLACEMENT If a candidate resigns/ terminated within ………months from the date the joining, the consultant shall find a free replacement for the company.

3. (i)

SCOPE OF WORK OF THE SERVICE PROVIDER: The Service Provider shall ensure, to provide candidates from time to time to the Client for employment.

(ii)

The Service Provider shall ensure to conduct a regular search for quality profile of the candidates as required by the Client for its various departments.

(iii)

The Service Provider shall after getting satisfied with the quality, experience and background of the candidate shall forward the credentials to the Client for further process.

(iv)

It shall be the responsibility of the Service Provider to frame out the “job description” for each position required by the Client for each prospect opening and shall share the same with the Client before advertising the same on the job portals, newspapers etc.

(v) It shall be the responsibility of the Service Provider to do the initial screening of the candidate by interviewing the candidate before the credentials are forwarded to the Client.

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(vi)

The Service Provider will be responsible to conduct the reference check of the candidates pre and post selection of the candidates on behalf of the Client and shall ensure to submit its report in writing to the Client within …….days of conducting the reference check. 3. INDEMNITY

.

The Service Provider agrees to indemnify and keep the Client indemnified against any loss, claim whether statutory, monetary or otherwise, suffered by it on account of damage or loss caused to the Client, which is attributable to any act on the part of the Service Provider and/or the personnel engaged by it for fulfilling its obligations under this Agreement, from time to time. 5. Payment Terms : In consideration of the said Services provided by the Service Provider the Client shall be paid as onetime payment as per the following rates. (i) (ii)

………………………….. . ………………………..

6 GOODS AND SERVI CES TAX (“GST”) In this clause: (a) Unless expressly stated otherwise in the Agreement, words and expressions which have a defined meaning in the GST Act have the same meaning as in this Agreement; and (b) “GST Act” is in reference to any Act imposing or relating to the imposition or administration of goods and services tax in India and any regulation made under that Act. a.

Consideration GST – Exclusive

Notwithstanding the definition of consideration in the GST Act, and unless expressly stated otherwise in the Agreement, prices or other sums payable or consideration to be provided under or in accordance with the Agreement are exclusive of GST. b. Payment of GST Upon implementation of the GST Act, unless expressly stated otherwise it is hereby agreed by Parties that if a party makes a taxable supply under or in connection with this Agreement, the other party to whom the supply is made shall pay to the supplier/ Service Provider in addition to the GST exclusive consideration, an amount equal to the GST payable on that taxable supply. Payment of GST charged in the invoice will be subject to availability of credit. In case of advance payment, the party making advance payment is entitled to recover the amount of GST paid to the other side in case it losses the amount of credit due to any fault of other side. c.

Tax Invoice

The Service Provider shall give the Client a valid tax invoice for any taxable supply in accordance with the GST Act. Payment shall be made as per credit period defined under the terms and conditions of the agreement

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d. Adjustment In the event an adjustment arises in connection with a supply made under this Agreement, the supplier must give the other party a credit note, or debit note in accordance with the GST Act.

e. Reimbursements If this Agreement requires one party to pay for, reimburse or contribute to any expense, loss or outgoing suffered or incurred by the other party, the amount required to be paid, reimbursed or contributed by the first party will be reduced by the amount of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense. f.

Obligation On communication of shortage/ price difference etc to the other side, the other side shall need to share the credit note/ debit note within ……. days. It shall be the obligation of the both the parties to timely upload the Debit Notes/ Credit Notes on the GSTN.

g. Miscellaneous Any other applicable indirect taxes other than GST shall follow the previous arrangement /or shall be borne by the party who is supposed to bear such taxes 7. TERMINATION: It is further agreed by and between the Parties hereto that the client may terminate this arrangement by giving to the other party one month’s prior notice in writing, without assigning any reason thereof. However, the Client reserves its right to terminate this arrangement forthwith, without paying any service charges, if in the opinion of the Client, the Services rendered by the Service Provider are not found satisfactory or if the Service Provider commits breach of any of the conditions of this Agreement

8. DISPUTE RESOLUTION: If any dispute arises between the Parties hereto during the subsistence of this agreement or thereafter, in connection with or arising out of this agreement, the dispute shall be referred to a Sole Arbitrator to be jointly appointed by the Parties under the Arbitration and Conciliation Act, 1996. Arbitration shall be held at Mumbai, India. The proceedings of arbitration shall be in the English language. The Arbitrator’s award shall be final and binding on the Parties. 9.

JURISDICTION The jurisdiction shall be vested exclusively in the courts of Mumbai, Maharashtra

10. CONFIDENTIALITY: The Service Provider hereby agrees to keep secret and confidential the proprietary information made available to it by the Client, from time to time, during the subsistence this Agreement. It is further agreed by the parties hereto that dissemination of any such proprietary information shall be restricted to officers, employees of the said Service

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Provider strictly on a need to know basis. Similarly, the Client undertakes to maintain confidentiality in respect of this Agreement and the personnel deployed there under. 11. SEVERABILITY: lf any of the provisions of this Agreement become invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired.

11. NOTICES: All notices, demands requests and consents hereunder shall be in writing and shall be deemed to have been duly given, at the time of delivery, if delivered, or at the time of mailing, if mailed by registered or certified mail, postage prepaid and addressed to: (a) If to the Client: Attention

:

Designation

:

Address

:

(b) If to the Service Provider: Attention:

……………………..

Address:

………………………………

IN WITNESS WHEREOF the Parties have respectively set and subscribed their hands unto this Agreement on the day, month and year herein above reserved. SIGNED, SEALED AND DELIVERED BY …………………………………………. through its Authorized Representatives, ) ) In presence of

)

SIGNED AND DELIVERED BY

)

…………………………………

)

through its Authorized Representatives

)

Mr. ………………

)

In presence of

)

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ANNEXURE – A

DETAILED SCOPE OF WORK OF THE SERVICE PERVIDER

SERVICES: The Service Provider shall be responsible for the following services: 1) Supply of Candidate: The Service Provider shall be responsible to source and supply appropriately qualifies candidates to meet the job specification of the Client. and to meet the Client’s business requirements defined at the start of the assignment.

2) Selection : The Service Provider shall operate a quality assured selection process that ensures the Client to receive candidates in the form of its employees that meet its business requirements. However, in case required by the Client, the Service Provider will have to work with the Client’s Recruiter/HR department and the Management team to develop and improve the selection process.

3) Account Management: To ensure consistency and efficiency of the services the Service Provider shall appoint a specific Account/Relationship Manager, who should be responsible for the administration and the performance of this agreement. The Account Manager should be the single point of contact for all enquiries, requests and placement related to this agreement, regardless of the particular division or subsidiary of the Supplier responsible for the actual service. 4) Job Description : Where requested, the appointed Consultant/Account Manager will visit the site to identify the requirements of the client and assist in developing a person specification in line with the position requirements.

5) Applicant Search: Once the job description & person specification gets finalized, the Service Provider shall search their inhouse database for active candidates. Depending on the position to be filled, the vacancy will be advertised on the internet

6) Candidate Selection :

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The Service Provider shall

ensure that the candidates have undergone the following

procedures before they can be submitted to CGCEL. 

Pre-screen to ensure that the skills and work experiences match those required for the role to be filled.



Referenced to be taken covering a 3 – year period.



Agency interview to include an in-depth face-to-face interview between suitable applicants and a qualified consultant which identifies the candidate’s aspirations, personality, skills and experience.



Full briefing of the candidates regarding and person specification, location, package etc. to be provided as an input.

 7)

Cvs to be sent in a proper readable format.

Submission of CVS Where possible minimum of 2-3 CVs should be presented for each position in order to provide a choice and comparability of candidates. All CV’s must be presented in a preagreed format which includes candidate profile, consultant’s view on candidate’s aspirations and strengths and salary expectations. The supplier shall handle all administration relating to the recruitment process.



If a candidate resigns/ or is terminated within 3 months from the date the joining, the Service Provider shall find a free replacement of a suitable candidate for the company.

IN WITNESS WHEREOF the Parties have respectively set and subscribed their hands unto this Agreement on the day, month and year herein above reserved. SIGNED, SEALED AND DELIVERED BY through its Authorized Representatives, ) In presence of

)

SIGNED AND DELIVERED BY

)

…………………

)

through its Authorized Representatives

)

…………………

)

In presence of

)

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