OA/THE PROJECT DIRECTOR,/JFM-2014/CHDA-14-2499

Proposal for Annunal Maintenace Contract

To

THE PROJECT DIRECTOR,

OA/THE PROJECT DIRECTOR,/JFM-2014/CHDA-14-2499

THE PROJECT DIRECTOR,

Paramjit Singh, HCL Services <Cnt>

Seller Restrictions: This data shall not be disclosed and shall not be duplicated, used, or disclosed in whole or in part for any purpose .If a contract is awarded to awarded to HCL SERVICES as a result of in connection with the Submission of this data, the client or prospective client shall have the right to duplicate, use, or disclose this data to the extent provided in the contract. This restriction does not limit the clients or prospective clients right to use the information contained in the data if it is obtained from another source without restriction. The data subject to this restriction is contained in all marked sheets.

HCL-Brief Profile HCL is a $6.3 billion leading global technology and IT enterprise comprising two companies listed in India- HCL Technologies and HCL SERVICES. Founded in 1976, HCL is one of India's original IT garage start-ups. A pioneer of modern computing, HCL is a global transformational enterprise today. Its range of offerings includes product engineering, custom & package applications, BPO, IT infrastructure services, IT hardware, systems integration, and distribution of information and communications technology (ICT) products across a wide range of focused industry verticals. The HCL team consists of over 90000 professionals of diverse nationalities, who operate from 31 countries including over 720 points of presence in India. HCL has partnerships with several leading Global 1000 firms, including leading IT and Technology firms. For more information, please visit www.hcl.com

OA/THE PROJECT DIRECTOR,/JFM-2014/CHDA-14-2499

About HCL SERVICES

OA/THE PROJECT DIRECTOR,/JFM-2014/CHDA-14-2499

ORDER MAINTENANCE SERVICE FOR HARDWARE HCL SERVICES LIMITED Plot No ITC-3, Sect-67, Mohali - 160062 Please tender us the services according to the terms and conditions as per Customer Support Agreement (CSSA) PROPOSAL NO THE PROJECT DIRECTOR,,HIMACHAL PRADESH CHDA-14-2499 THE PROJECT DIRECTOR, DATE 05-01-2014 SWAN PROJECT, UNA AMC PERIOD 01-01-2014 To 31-12-2014 UNIT Rate Per Unit Total Amount Rs. In Rs. Annum in Rs.

MFD-New MFD 16 to 22 ppm-Std(In)

13291.67

13291.67

Total[a] ST@ 12.36% ( 70 %[a]) VAT@% ( 30 %[a] )

13291.67 1150 241.24

SERVICE TAX REGN. NO: AADCH0303DSD001 AMOUNT IN WORDS: Fourteen Thousand Six Hundred and Eight Three Only. TOTAL AMOUNT 14682.91

For HCL SERVICES LTD Signature Name : Designation :

Grand Total 14683 Date of expiry of maintenance under Technical Service Contract: Customers Signature Name Designation Customers Name Address Date

S.TAX REGN. NO: AADCH0303DSD001 NOTE: 1.Equipment Covered under the contract list as per the annexure-1. 2.Please mention your Machine model & Serial number, Contract Period and payment terms in your AMC work order / Purchase order clearly. Validity : 30 Days

OA/THE PROJECT DIRECTOR,/JFM-2014/CHDA-14-2499

Annexure for VAT Calculation:

SLNO PRODUCT NAME VAT % 30% OF AMC Value VAT AMOUNT

VAT on 30% AMC Value of MFD-CLG620609 Total

6.05

3987.501

241.24 241.24

TERMS AND CONDITIONS The Maintenance Services will be provided by HCL SERVICES Ltd., (hereinafter referred to as HCL) to the Party billed under this Order (hereinafter referred to as Customer) for the Customers Equipment (as hereinafter defined) covered under this Order subject to the following terms and conditions (hereinafter referred to as Agreement), until and unless specifically agreed otherwise in writing: 1 DefinitionsIn this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings: the System means the equipment specified in the Order the Location means the Customers premises in which the System is installed as specified in the Orderthe Maintenance Chargemeans the periodic charge for the Ordered Maintenance Services specified in the Order as varied from time to time pursuant to Clause 4 or as shall from time to time be agreed in writing between the parties Maintenance Hours Unless otherwise agreed by HCL in writing, Maintenance Hours means the hours between 9.00 am and 6.00 pm each day excluding Saturdays, Sundays ,Public holidays and normal HCL holidays of about 12 days per annum as indicated in the beginning of the year and can be provided on request. 2 Maintenance Services: During the continuance of this Agreement HCL shall provide the following maintenance services (Services or Maintenance Services) in respect of the System: (1) Preventive maintenance:HCLs designated Engineer shall make visits to the Location at such intervals as HCL shall reasonably determine to be required for the System to test the functions of the System and make such adjustments as shall be necessary to keep the System in good working order in accordance with its specifications. Such visits shall be made during Maintenance Hours. If it is expedient in the opinion of HCL designated Engineer so to do, such maintenance may be carried out at the same time as corrective maintenance. (2) Corrective maintenance:Upon receipt of notification from the Customer that the System has failed or is malfunctioning, HCL shall during Maintenance Hours make such repairs and adjustments to and replace such parts of the System as may be necessary to restore the System to its proper operating condition. (3) Response time:On receipt of a request for corrective maintenance HCL undertakes to use its reasonable endeavours to despatch a suitably qualified service engineer to the Location at the earliest possible, unless otherwise specifically agreed by HCL in writing. 3 Charges (1) In consideration of the Services the Customer shall pay the non-refundable Maintenance Charge periodically in advance as specified in the Order. The Maintenance Charge shall be paid without prior demand and no payment shall be considered made until it is received by HCL in cleared funds. All payments shall be made in the manner specified in the Order and shall be effective from the date specified in the Order. In respect of Customers System located outside the limits of a city in which HCL has no office, the Customer shall additionally pay HCL Outstation Maintenance Surcharge as specified by HCL by way of expenses for visits to customers respect ive location (2) Any charges payable by the Customer hereunder in addition to the Maintenance Charge shall be paid (unless otherwise provided elsewhere in this Agreement) within 14 days after issue of HCLs Order therefor. (3) Where HCL becomes aware of equipment at the Location which is not included in the System and the maintenance contract under this agreement, in respect of which the

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Customer requests any maintenance services (Additional Equipment) HCL will provide the Maintenance Services in respect of t he Additional Equipment in the same way as in respect of the System and charge for it according to the then-current applicable rate taking such charge with effect from the date of expiry of Warranty period of the Additional Equipment, and thereafter to be added to the Maintenance Charge in respect of future payments. (4) HCL shall at any time be entitled to increase the Maintenance Charge to accord with any change in HCLs standard scale of charges by giving to the Customer not less than 30 days prior written notice. (5) The Maintenance Charge and any additional charges payable under this Agreement are exclusive of Octroi, Sales tax, Service tax, Value Added Tax which shall be paid by the Customer at the rate and in the manner as applicable and prescribed by law at that time. Any such charges levied by the Government at any stage shall be charged from the client from that date, the same are applicable. (6) If any sum payable under this Agreement is not paid within 7 days after the due date then (without prejudice to HCLs other rights and remedies) HCL reserves the right to charge interest on such sum on a day to day basis from the due date thereof to the date of actual payment (both dates inclusive) at the rate of 2 per cent per month compounded quarterly. The Customer shall pay such interest on demand. In addition or in the alternative (at the option of HCL), HCL may suspend the provision the Maintenance Services until such time as the payment is made. (7) In case the equipment remains unused for whatsoever reason beyond the purview of HCL no refund shall be applicable.
4 Exceptions (1) The Maintenance Services exclude any maintenance of the System which is necessitated as a result of any cause other than normal wear and tear or HCLs neglect or fault, including without limitation: (a) failure or fluctuation of electric power, air conditioning, humidity control or other environmental conditions; or (b) accident, transportation, neglect, misuse, or default of the Customer, its employees or agents or any third party; or (c) any fault in any attachments or associated equipment (if not supplied by HCL) which do not form part of the System; or (d) act of God, fire, flood, war, act of violence, or any other similar occurrence; or (e) any attempt by any person other th an HCLs personnel to adjust, repair or maintain the system; or (f) any acts or omission on the part of the Customer which are contrary to recommendations in the user manual or documentation accompanying the System; or the use of System in environment other than those recommended in user manual or documentation. (g) Use of consumables or attachments, which were not supplied or recommended by the System Manufacturer or HCL; Use of System for more than one shift per day without prior written consent of HCL. For the purpose of this clause one shift shall mean 8 continuous working hours. If more than one shift of operation is employed on the System , the customer will pay an additional maintenance charge for the System in accordance with HCL standard rates then in force. No rebate, discount, allowance or compensation of any kind shall be due or be payable by HCL if the System is not used for the permissible time of one shift of operation for any reason whatsoever (2) HCL will (if it is reasonably able to do so) at the request and expense of the Customer repair or replace any part of the System which has failed due to a cause other than normal wear and tear or due to HCLs neglect or fault subject to the Customer accepting HCLs written quotation th erefor prior to the commencement of work. (3) The Maintenance Services also exclude: (a) the provision of services other than at the Location (or such other location as HCL shall have approved in writing); (b) replacements of cosmetic/ plastic parts, defective/worn out consumables (until unless this specifically agreed in the contract or tender or customer has paid for the same as part of the contract) i.e. (i) For Copier -Lamps (Exposure and Fuser), Blades (Recovery/D/H) upper, Lower & SR Roller, Drum, Developer, Toner (ii) For Digital scanner cum Printer/ Duplication, Thermal Head, Drum Body, Drum Assembly, Screen, scanner, ink & Master. (iii) For Production Printer Fiery cable connecting system & controller (vi) For EPABX/ VMS/ PC. Print Head Batteries, Thermal Head, Cutter, Cables, Earthing, Analogue Telephone instruments, & Digital Phone (until unless it is agreed as part of contract) (v) Data / Video/ VC, DLP / LCD Projector (until unless this specifically agreed in the contract or tender or customer has paid for the same as part of the contract) Lamp, Optical Engine, LCD Panel/Cable wizard/remote etc. are not in the scope of this agreement. These items are however, available on replacement-charge-basis from HCL or its Authorised dealers/ distributors. (c) electrical or other environmental work external to the System; (d) maintenance of any attachments or associated equipment not supplied by HCL which do not form part of the System;]or (e) recovery or reconstruction of any data or programs lost or spoiled as a result of any breakdown of or fault in the System.

5 Replacement (1) HCL reserves the right to replace any part or parts which are covered under this Agreement (except parts as provided in clause 4 and Microfilm Reader & Camera) thereof which may be found to be faulty or in need of investigation as to whether faults may exist in their operation. (2) The Replaced Consumable Parts shall become the property of the Customer. The Removed Parts removed pursuant to this Clause 5 shall become the property of HCL

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6 Service visits outside the Maintenance Services HCL shall make an additional charge, in accordance with its standard scale of charges from time to time in force, for service visits: (1) made at the request of the Customer by reason of any fault in the System due to causes not covered by the Maintenance Services; or (2) made at the request of the Customer but which HCL finds are frivolous or not necessary. 7. Customers obligations During the continuance of this Agreement the Customer shall: (1) ensure that proper environmental conditions are maintained for the System and site, the cables and fittings associated therewith and the electricity supply thereto; (2) not make any modification to the System without HCLs prior written consent; (3) keep and operate the System in a proper and prud ent manner in accordance with the manufacturers operating instructions and ens ure that only competent trained employees (or persons under their supervision) are allowed to operate the System; (4) ensure that the external surfaces of the System are kept clean and in good condition and shall carry out any minor maintenance recommended by the manufacturer from time to time; (5) save as aforesaid, not attempt to adjust, repair or maintain the System and shall not request, permit or authorise anyone other than HCL to carry out any adjustments, repairs or maintenance of the System; (6) use on the System only such operating supplies and consumables as recommended by the manufacturer; (7) not make any movement of those items of the System specified as not to be moved in the Order, nor to remove any of the System from the Location without HCL s prior written consent; (8) not use in conjunction with the System any accessory, attachment or additional equipment other than that which has been supplied by or approved in writing by HCL; (9) upon reasonable notice, provide HCL with full and safe access to the System for the purposes of this Agreement; (10) provide adequate working space around the System for the use of HCLs personnel and shall make available such reasonable facilities as may be requested from time to time by HCL for the storage and safekeeping of test equipment and spare parts; (11) ensure in the interests of health and safety that HCLs personnel, while on the Customers premises for the purposes of this Agreement, are at all times accompanie d by a member of the Customers staff familiar with the Customers premises and safety procedures; (12) promptly notify HCL in writing in the format Prescribed by HCL if the System needs maintenance or is not operating correctly. (13) make available to HCL access to such of its programs, operating manuals and information as may be reasonably necessary to enable HCL to perform its obligations hereunder and shall if requested by HCL provide staff familiar with the Customers programs and operations, which staff shall co -operate fully with HCLs personnel in the diagnosis of any failure or incorrect operation of the System; (14) make available to HCL free of charge all facilities and services reasonably required by HCL to enable HCL to perform the Maintenance Services; (15) at all times keep a record of the use of the System in a form to be approved by HCL and at HCLs request provide HCL with copies of the entries and allow HCL to inspect s uch record at all reasonable times; (16) in the event that HCL is requested to supply any Maintenance Services in respect of any Additional System, advise HCL forthwith of the date of installation of such item of Additional System at the Location; (17) keep a record of use of System on daily basis and at HCL request, give HCL copy of such record. HCL may inspect the said record at any reasonable time. 8. Term and Termination (1) The Agreement shall be valid only upto the Service period as Specified in the Order unless terminated earlier as contained hereunder : (a) forthwith by HCL on giving notice in writing to the Customer if the Customer fails to pay any sum due under the terms of this Agreement (other than as a consequence of any default on the part of HCL) and such sum remains unpaid for 7 days after written notice from HCL requiring such sum to be paid and referring to this Clause 8(1)(a); or (b) forthwith by either party on giving notice in writing to the other if the other party is in material breach of any term of this Agreement (other than any failure by the Customer to make any payment hereunder in which event the provisions of paragraph (a) above shall apply) and (in the case of a breach capable of being remedied) shall have failed to have remedied, within 30 days of receiving a written notice requiring it to do so; or (c) forthwith by either party on giving notice in writing to the other if the other party shall have a receiver or administrative receiver appointed or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business (2) Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination (3) On the termination of this Agreement the Customer shall be

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not entitled to any refund of such portion of the Maintenance Charge as have been paid in advance and relate to Maintenance Services which will not now be provided, 9. Force majeure Notwithstanding anything else contained in this Agreement, HCL shall not be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of the other party). HCL shall notify the Customer in writing of the reasons for the delay (and the likely duration of the delay), the performance of HCLs obligations shall be suspended during the period that the said circumstances persist and HCL shall be granted an extension of time for performance equal to the period of the delay. HCL will in any event use all reasonable endeavours to mitigate the impact of any event of force majeure and to recommence performance of their obligations under this Agreement as soon as reasonably possible.10. Liability (1) Notwithstanding anything contained in this Agreement, HCL shall not be liable for any loss or damage sustained or incurred by the Customer or any third party (including without limitation any loss of use of the System or loss or corruption of the Customers programs or data) resulting from any breakdown of or fault in the System . (2) The Customer shall indemnify HCL and keep HCL fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors. (3) In no event the cumulative total liability of HCL in respect of all events -shall exceed such value of Services billed and money received by HCL in respect of affected System under this Agreement calculated on Pro rata basis for the affected period of service which give rise to the claim. (4) Notwithstanding anything else contained in this Agreement HCL shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever. (5) HCL shall not be liable to the Customer for any loss arising out of any failure by the Customer to keep full and up-to-date security copies of the computer programs and data it uses in accordance with best computing practice (6) Notwithstanding anything contained in this Agreement no changes in terms and conditions shall be valid unless otherwise signed by the Chief Executive Officer / President of HCL SERVICES Limited Office Automation Division. 11 Waiver of remedies No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative. 12 Entire agreement This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof . No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties. Overriding, conflicting or additional terms mentioned in Customers Purchase Order sha ll not apply. 13 Assignment Save as expressly provided in this Agreement, neither party shall assign or otherwise transfer this Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other . 14 Sub-contracts HCL may at its discretion enter into any sub-contract with any person for the performance of any part of this Agreement. However HCL shall not be relieved from any of its obligations hereunder by entering into any sub-contract for the performance of any part of this Agreement. 15 Notices All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission when despatched.

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16 Dispute & Jurisdiction All disputes, differences and questions whatsoever which shall arise between the parties hereto or afterwards, touching any clause or matter herein contain, shall be referred to sole arbitrator to be appointed by the Vice President (Commercial) of HCL. All such arbitration proceedings shall be held in Delhi and shall be in accordance with and subject to the provision of The Arbitration and Conciliation Act, 1996 or any statutory modification enactment thereof for time being in force. The award of the arbitrator shall be final and binding on the parties. Any arbitration award made in such arbitration proceedings shall be final and binding on both the parties hereto and shall be enforceable in any court exclusively in New Delhi with jurisdiction over the matter. 17 Severability Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect. 18 Payment Terms Yearly In Advance.