This

Agreement
is
made
at
MUMBAI
on
this
between Godrej & Boyce Mfg. Co. Ltd., a company
incorporated under the Companies Act, 1913, through its SSD
Division and having its registered office at Pirojshanagar,
Vikhroli, Mumbai 400 079, (hereinafter referred to as the
Company, which expression shall unless repugnant to the
context or meaning thereof deemed to include its successors
and permitted assignees) of ONE PART;
AND
M/s. Bless Electricals, a company incorporated under the
Companies Act, 1956 and having its registered office at Shop
no:5,COSMOSPARK ,Near Vijay Garden,Ghodbunder road,Thane400607 (hereinafter referred to as the Contractor which
expression shall unless repugnant to the context or meaning
thereof include its successors and assigns) of the OTHER PART.

WHEREAS :
A. The Company is engaged in the manufacture and
sales/service of security equipment/solutions.
B. The Contractor is engaged in the business of Electrical LT
Line repair & maintenance activities on the contract Basis .
C. The Company is desirous of appointing the Contractor on
independent contract basis to provide Services (defined
here in below) at the Company premises located at B 100,
Additional Ambernath MIDC, Anand Nagar, Ambernath East,
Dist. Thane, Pin 421506. (here in after referred to as the
Premises).
D. The Contractor represented that it has the necessary
professional experience, resources, manpower and
infrastructure and offered to the Company to undertake the
Services.
E. Pursuant to discussions and negotiations, the parties are
desirous of executing an Agreement to set out the terms
and conditions.
Now this Agreement witnesseth the terms and
conditions detailed hereunder:
1. The Contractor shall furnish at its own cost and expenses
the contract labour to the Company, on need basis from

time to time, as solely decided by the Company for

electrical LT line repair, maintenance and LT line cable
laying/panel wiring ,etc services and for work more
particularly described in Annexure A hereto (hereinafter
referred to as Services).
2. The Contractor agrees to execute, fulfill and discharge the
Services, at the Premises to the entire satisfaction of the
Company, for which the Contractor shall submit its bills on
or before the 3rd day of every month. The Company agrees
to make the payment to the Contractor, after deductions as
provided under the Agreement and/or under any statute for
the time being in force, on a credit of 30 days from the date
of submission of bill by the Contractor to the Company. The
Contractor shall provide, along with its bills, complete
details with supporting documents of workmen attendance
and the job done by it and the PF & ESIC challans for the
preceding month as proof of having paid the PF & ESIC
contributions of all his workmen.
3. The Company will, wherever necessary and subject to the
need as determined by the Company and at its sole
discretion, give the material and machinery for the purpose
of work entrusted to the Contractor and the Contractor will
properly account for the material as entrusted to it by the
Company and will also return the machinery/tools in good
running condition to the Company, on the expiry of the
contract or on its termination or revocation earlier as the
case may be.
4. The Contractor further agrees that it shall ensure that the
job entrusted to it from time to time shall be completed to
the full satisfaction of the Company by deploying his own
workmen. If upon inspection the work is found
unsatisfactory, a penalty, appropriate to the extent of work
not done satisfactorily, per day, will be applicable. The
decision of concerned plant supervisor in this matter would
be final.
5. The Contractor agrees that, depending upon the exigencies
of work, it shall decide the number of workmen to be
deployed for execution of the work and employ only such
workmen who are above 18 years of age and below 60
years of age, of good character and conduct, medically fit
and fully competent to perform the work for which they are
required. The Contractor will ensure that there are no
idle/extra workmen loitering in the premises of the

Company. The Company also agrees that it will not have

any connection with the workmen engaged by the
Contractor, but the Company or its officials will supervise
and/or dictate to the workmen of the Contractor the
manner of execution/completion of the jobs assigned.
6. This
Agreement
will
come
into
effect
from
and will be valid for a period of one year till
, unless otherwise extended by mutual consent of the
parties in writing and/or renewed on the same or such
revised terms as may be mutually agreed or terminated
earlier as indicated below.
7. It is agreed between the parties that in the event of any
accident of any of the contract labour (for which no fault is
attributable to the Company), the Contractor shall be held
responsible for all such compensation, liabilities &
responsibilities towards the contract labour and the
Company shall under no circumstances be liable for the
same. The Contractor shall indemnify and hold the
Company harmless for any action, loss, damage or injury
suffered by the Company due to violation of this clause.
8. It is clearly understood and agreed between the parties
that there is no employer-employee relationship between
the Company and the Contractors workmen and that they
will for all purposes be exclusively the employees of the
Contractor and the Contractor shall be responsible for
payment of wages and other service conditions and they
will be under the supervision and control of the Contractor
and/or his supervisor.
9. The Contractor hereby confirms that he has obtained a
valid license from competent authorities under the Contract
Labour (Regulation & Abolition) Act, 1970 to deploy his
workmen in the Premises of the Company and undertakes
to maintain all registers, books of accounts, etc. that are
necessary under the law. The Contractor has agreed to
produce all the necessary documents and the records
maintained by him under the law as and when called upon
by the concerned officers/authorities of the Company.
10.
The Contractor hereby agrees that he shall comply
with and observe all the provisions of the Contract Labor
(Regulation & Abolition) Act 1970, Employees State
Insurance Act 1947, Minimum Wages Act 1948, Employees
Provident Funds, the Payment of Wages Act, 1936, the

Payment of Gratuity Act, 1972 & Miscellaneous Provisions

Act 1952 and all such other statutory enactments, rules
and regulations, notifications, circulars etc. laid down by
the Government or local body in force/coming into force
which may apply to this Agreement.
11.
The Contractor expressly agrees that in the event of
non-compliance of any statutory laws, regulations,
notifications, circulars etc. by the Contractor and if the
Company suffers or incurs any actions, expenses, costs,
losses, damages of whatsoever nature, then the Contractor
shall forthwith without demur indemnify and keep
indemnified and hold harmless the Company against such
expenses, costs, losses, damages etc. and shall be liable to
pay a penalty as determined by the Company.
12.
The Contractor shall make the payment of wages and
all other benefits as admissible under different statutes to
his employees in time, including weekly rest days, earned
leave, National holidays, overtime if any, Bonus/Gratuity, if
applicable, from time to time.
13.
The Contractor shall provide identity cards to all the
workmen engaged by it. Such identity cards shall have
details such as photographs, name, address and signature
of his workmen and that of Contractors authorized person.
The Contractor shall also provide to all his workmen
attendance-cum-wages cards. It is agreed upon by the
Contractor that the workmen deputed by him to carry out
the work under the agreement will be allowed to enter the
Company Premises only if they carry their respective
identity cards and attendance-cum-wages cards provided
to them by the Contractor. The Contractor shall ensure that
each and every employee of the Contractors wears the
identity card while on duty in the Companys premises.
14.
It is agreed between the parties that the Company
shall always be entitled, at its absolute discretion, to refuse
entry to any personnel of the Contractor at the work
premises and for this purpose, the Company shall not be
bound to give any reason whatsoever. Furthermore, where
the workmen of the Contractor are allowed to work at the
work premises, the said workmen will have no right or lien
whatsoever upon the premises and the said workmen will
move out of the premises at the instance of the Company.

15.
The parties agree that it is the duty of the Contractor
to see that all safety rules are followed by his Workmen
while in the premises of the Company. The Contractor
further agrees that his employees will wear/put on the
personal protective equipment provided by us while at
work. The Contractor confirms that the Company will in no
way be responsible for any accident which may take place
whilst carrying out the jobs and that necessary formalities
including statutory obligation has to be taken care of by the
Contractor.
16.
It is agreed by the parties that throughout the period
of this agreement or on its earlier determination, the
Contractor shall alone be liable for payment of any dues
and terminal benefits to his employees, including salary,
wages, bonus, provident fund, gratuity, maternity benefits,
payment under E.D.L.I & E.S.I. Schemes and any other
contributions prescribed by law and compensation under
Industrial Disputes Act, E.S.I. Act, Workmens Compensation
Act, etc. and the Contractor alone shall be liable to face
civil or criminal action that the Government, Municipal/local
authorities or private persons/firms may take against him
and he shall keep the Company indemnified in case the
Company is made a party to such proceedings and the
company shall recover all costs, fees, compensations,
damages, losses suffered or penalties paid by the Company
and/or its officers in all types of plaints, complaints,
petitions, claims, actions, proceedings, hearings, etc.
17.
Nothing contained in these terms and conditions shall
be construed as creating any relationship, either direct or
indirect, as employer and employee between the Company
and any persons employed by the Contractor. It is being
expressly understood and confirmed between the parties
that the contract is for the performance of work and not for
the supply of labour. The Company shall have no liability
legal or otherwise with regard to the said person/persons
nor shall such persons have any claim against the
Company for salary, wages, provident funds, gratuity or
any compensation or any other claims whatsoever and the
Contractor shall keep the Company indemnified and
harmless against all costs and expenses in respect thereof.
If at any time any such liability arises, then the Company
will be authorized to deduct an amount equivalent to the
liability from the unpaid bills of the Contractor or to recover

the amount of such liability from the security deposit

amount kept by the Contractor with the Company.
18.
The Contractor shall ensure that his employees shall
perform, their duties in a normal, peaceful and disciplined
manner with due care and safety. The Company shall have
every right to tell the Contractor about his workmen who
misbehave or do not perform their normal duties or who
resort to acts of misconduct as well as acts subversive of
discipline and good behavior. The Contractor shall protect
the Premises and the Companys employees and be
responsible for prevention from hazards and damage to the
Companys property. In the event of any default or
negligence or carelessness on the part of the Contractor or
its labour or any damage caused to the Companys
property, the Contractor shall be held liable for the same
and also that the Agreement shall be terminated by the
Company without any prior notice and the damages as
reasonably quantified by the Company shall be recovered
from the Contractor.
19.
This agreement is personal to the Contractor and he
shall not assign or sub-contract this contract to any other
agent or agency without prior written consent of the
Company and such an act on the part of the Contractor
shall render the contract invalid and shall give sufficient
cause to the Company to rescind the contract.
20.
The Company shall provide to the Contractor, as and
when required by the Contractor, all the data, information,
files and documentation, which are necessary for the
Contractor to perform the Services in accordance with the
provisions of this Agreement.
The Company has the right to examine and obtain
necessary copies of the documents and information
pertaining to the Company in possession of the Contractor.
21.
For the duration of this Agreement and thereafter, the
Contractor shall maintain strictly confidential and secret
any information passed on by the Company and shall not
disclose any such information to any person, association, or
any other entity, for any reason or purpose whatsoever. The
Contractor also undertake to execute confidentiality
obligations with the workmen and employees deputed at
the Premises or otherwise and such confidentiality
agreements shall contain terms no less than the ones
under this Agreement.

22.
The Contractor agrees that the unauthorized
disclosure or use of confidential information will cause
irreparable harm and significant injury, which may be
difficult to ascertain, thus, making any remedy at law or in
damages inadequate. Therefore, the Contractor agrees to
indemnify the Company for violation of this clause and
agrees that the Company may have the right to apply to
any court of competent jurisdiction for an order restraining
any breach or threatened breach of this Agreement and for
any other relief the affected Party deems appropriate. This
right may be in addition to any other remedy available in
law or equity.
The Contractor shall return all such data, information,
documents and records and copies thereof, relating to any
matters related to or arising out of this Agreement or in
providing the services, upon expiry or prior termination of
this Agreement or as may be requested by the Company
from time to time.
23.
In consideration of the Contractor undertaking all of
the duties and the responsibilities and obligations as per
this Agreement, the Contractor shall be paid by the
Company every month which is mutually agreed upon by
the parties for the work awarded by the Company. Incometax or any other government levy as applicable shall be
deducted at source on the entire contract value and the
Company shall issue necessary certificate/s for such
deductions to the Contractor.
24.
a) Either Party can terminate this Agreement by giving
a prior written notice of 30 days in advance to the other
Party without being liable for any kind of compensation
towards the other Party for any reason whatsoever.
b) This Agreement may be terminated immediately by the
Company on the happening of any of the following events
without any compensation to Contractor in the event
Contractor commits breach of the terms and conditions of
this Agreement or any act or omission, negligence or
misrepresentation by the Contractor or its workmen,
employee(s) or representative(s);
c) Upon the expiration or termination of this Agreement for
any reason, whether with or without cause, the Contractor
shall be entitled only to the undisputed consideration
accrued to it prior to the termination, subject to the dues

payable by it to the Company under the terms of this

Agreement.

d) Pursuant to the expiry and or earlier termination of this

Agreement each Party shall deliver to the other Party the
following:
i. all records of Confidential Information of the other
Party, including personal diaries and contact records,
in the
its possession and or its employees
possession;
ii. return all equipment, and other materials or devices
supplied by the other Party to it for the purpose of this
Agreement;
e) Unless otherwise directed by the Company, the
Contractor
must
complete
any
outstanding
assignments prior to the expiration of the termination
notice period referred to in this clause or such other
period as is mutually agreed between the Parties.
25.
The Contractor shall not sub-contract the whole or any
part of the Services to any party without the express prior
written permission of the Company. Without it being
obligated to do so and without implying any kind of waiver
of the above condition, if, however, a written permission
given by the Company, it shall (even though it may not be
specifically mentioned under any approval letter) be
subject to the understanding that the Contractor shall be
solely responsible and liable for all acts and omissions of
the sub-contractor.
26.
This Agreement represents the complete contract and
the entirety of the Agreement between both the Parties on
the matters stipulated therein and cancels all earlier
contracts and Agreements and oral representations made
in relation to these matters.
27.
It is further agreed that any changes and additions to
this Agreement either directly or indirectly through any
other means must be made in written form and only be
effective when signed by the signatories to this Agreement
and or any persons who replace the signatories to this
Agreement.
28.
In the event of any dispute or difference arising at any
time between the Company and the Contractor as to the

construction, meaning or effect of the terms of

Appointment or any terms or thing contained herein or the
rights, duties, liabilities and obligations of the either Party
hereto in relation to the terms the same resolved by the
Parties amicably. In case of failure of the Parties to resolve
the dispute amicable within 30 days, the dispute shall be
referred to a single arbitrator, in case the Parties can agree
upon one (1), within a period of thirty days upon being
called by a Party to do so and failing such agreement to
three (3) arbitrators one (1) to be appointed by the
Company and the other by the Contractor and the third to
be appointed by the two arbitrators so appointed. All such
arbitration proceedings shall be held in Mumbai in
accordance with the Rules of the Arbitration and
Conciliation Act, 1996, as amended form time to time. The
Arbitration proceedings shall be in English.
29.
Subject to the above clause, this Agreement shall be
subject to Indian laws and the courts of Mumbai shall have
jurisdiction to try any disputes in this regard.
30.
Any provision of this Agreement, which is or become
illegal, invalid or enforceable in any jurisdiction, shall, as to
such jurisdiction, be effective to extent thereof without
invalidating any other provision of this Agreement, and any
such illegality, invalidity or enforceability shall not
invalidate such provision in any other jurisdiction. The
Parties shall then use all reasonable endeavours to replace
any illegal, invalid or unenforceable with legal, with a valid
and enforceable provision to effect of which it is close as
possible to the intended effect of the illegal, invalid or
unenforceable provision.

IN WITNESSETH WHEREOF THE PARTIES HERETO HAVE

APPENDED THEIR SIGNATURES IN TOKEN OF HAVING ACCEPTED
THE ABOVE TERMS AND CONDITIONS ON THIS ___ DAY OF
________, 2016.
For GODREJ & BOYCE MFG. CO. LTD.
Bless Electricals
Though its Security Solutions Division

FOR

M/S

_________________________
______________________
VIJAY PAWAR
Shibu Joy
Manager
Propreitor
Factory Establishment - Ambernath
M/s.
Bless
Electricals
Witnesses:
1. Mr. Vishal Kansara
Gupta

1.

Mr.

Manish

ANNEXURE A
SCOPE OF WORK

Electrical LT line Distribution and downstream utilities

maintenance and repair work to be carried out diligently,
efficiently and to the satisfaction of the Company at its
Factory/Warehouse/Administrative Office/Premises, located at
Vikhroli, Mumbai.
Plant
and
machinery
power
distribution
network
troubleshooting and maintenance.
Plant overhead light and street light troubleshooting and
maintenance to maintain ambient lux level.
Office power appliances , shop floor fans and other
domestic appliances routine maintenance.
Cable laying, gland fixing and termination work.
Aiding K bander for various utility equipments (i.e.Air
compressor,AC system,Cranes etc) troubleshooting and
maintenance.
Daily power meter reading recordkeeping.
Earth pits and LA maintenance , servicing, testing and
recordkeeping.
Hands on experience on bus duct and tapper box
maintenance.
Operation and maintenance of DG sets.
NOTE: The required materials for electrical will be provided
by Godrej .