The Service Agreement Between

M/s. SOURCE ONE MANAGEMENT SERVICES PVT LTD

-andM/s. PIVOTAL MANAGEMENT CONSULTING PVT LTD
This Services Agreement, dated this 25th May 2014 ,is made by and between M/s. Source One Management
Services Pvt Ltd.(hereinafter mentioned as SourceOne ) a company incorporated under the Indian Companies
Act, 1956 and having its registered office at 55/A, First Floor Nanjaappa Road, Shanthinagar, Bangalore-560027,
Karnataka, India and M/s PIVOTAL Management Consulting Pvt Ltd. (hereinafter mentioned as PIVOTAL )
having its registered office at 102A, Museum Terrace Apartments, 29 th Museum Road, M G Road, Bangalore 560
001, represented herein by its authorized signatory which expression shall unless repugnant to the context thereof
mean and include its successors, nominees and permitted assigns); of the Other Part.

-1

CONFIDENTIAL

WHEREAS:
(A)
(B)

(C)

Sourceone is primarily engaged in the business of Manpower Recruitment.

PIVOTAL is engaged in the provision of services in the field of HR solutions and other allied services
through its own permanent employees or subcontracted agents to
industrial and commercial
establishments, through out India and has represented to Sourceone that it has the required skills,
expertise, manpower and resource to provide Sourceone with similar services at locations required by
Sourceone ;
Based on the representation made and relying on the assurance given by the PIVOTAL that it will be able
to provide the services aforesaid, Sourceone has agreed to engage the PIVOTAL based on the terms and
conditions contained in this Agreement;

NOW WITNESSETH THAT FOR AND IN CONSIDERATION OF THE PREMISES AND MUTUAL AGREEMENTS
CONTAINED HEREIN SOURCEONE AND PIVOTAL AGREES AS FOLLOWS:

AGREEMENT DEFINITIONS & INTERPRETATION

The following words and expressions shall have the following meanings:
Effective Date

25th May 2014 valid upto 3 months.

Charges

the PIVOTALs charges for providing the Services upon the agreed terms on
case to case basis.and which is payable after the statutory deductions as per
the law

Payment Terms

1 week after receipt of payment from the Sourceone`s client and PIVOTAL
will raise invoice only after 7 days of successive employment by the new full
time hires. PIVOTAL will provide a free replacement for the same or
equivalent positions within Sourceone if the referred hire leaves before 120
days of successive employment. In the event PIVOTAL is unable to provide a
replacement reasonably acceptable to Sourceone within 30 days of the date of
the referred hire leaves. PIVOTAL shall immediately refund the placement fee
paid by Sourceone to PIVOTAL for such referred hire. PIVOTAL further
agrees to refund to Sourceone, the difference in the placement fee paid by
Sourceone for the referred hire and the applicable placement fee(not required
to be paid by Sourceone) for the replacement candidate provided by
PIVOTAL and hired by Sourceone.
Sourceone will not be liable to pay any placement fee to PIVOTAL for any
PIVOTAL provided candidate who is hired by Sourceone after(3) months from
the date of submission of such candidate`s resume with Sourceone by the
PIVOTAL.
PIVOTAL agrees that, during the term of this agreement or any extension
thereof, it shall not solicit for placement or hire, offer placement services, offer
employment with any of the Sourceone`s client (client list enclosed) or
customers ( customer list enclosed) , employ or hire, directly or indirectly, any
present or former employee, consultant or agent of Sourceone or Sourceone`s
clients or its affiliated companies, who works or has worked within 12 months
period preceding the date of such activity with Sourceone or any of its affiliated
companies or in any way encourage any such person to leave Sourceone or
Sourceone`s client or such affiliated company to work for PIVOTAL or any
PIVOTAL `s clients or customer. The Parties agree and understand that
Sourceone and Sourceone`s client has incurred expense in training and
engaging their employees. Upon breach of this section, the PIVOTAL subcon
shall pay Sourceone liquidated damages of US$ 75,000 for every such hired or
placed by PIVOTAL. The parties agree that said amount is a reasonable
estimate of the costs and expenses that Sourceone will have incurred as a
result of recruiting ,training and retaining such a person.

Non Solicitation

Rate Card
A) For

L1

L2
Vanilla

Niche

Infrastructure

skill

Source
Rout Routing
One
ing
Charges
6000 5280
720
18000
Source
One
7%

Super
Niche
L3

9%
80000

L4

90000

1584
2160
0
Rout Routing
ing
Charges
6.16
0.84%
%
7.92
1.08%
%
7040
9600
0
7920
10800
0

B) For software and Enterprise Application skills hiring:

E1

Source
One

Rout
ing

Routing
Charges
-2

CONFIDENTIAL

hiring

Vanilla

20000

Niche

6%

Super
Niche
E2

7%

Vanilla

Source
One
22000

Niche

7%

Super
Niche
E3

8%

Vanilla
Niche

Source
One
7%
9%

Super
Niche
E4 & E5

10%

E6 & E7

12%

10%

1760
0
5.28
%
6.16
%
Rout
ing
1936
0
6.16
%
7.04
%
Rout
ing
6.16
%
7.92
%
8.80
%
9.00
%
11.0
0%

2400
0.72%
0.84%
Routing
Charges
2640
0.84%
0.96%
Routing
Charges
0.84%
1.08%
1.20%
1%
1%

Above rates are on Base Annual salary (Annualized Monthly salary +Provident Fund + Insurance & medical
Benefits ) for new recruitments.
The Placement Fee is exclusive of all service tax ,and no other payment is due to Subcon for the Services rendered
under this Agreement.
Other Terms

PIVOTAL is acting only as an independent contractor. This Agreement shall in

no event be construed in such a way that either party constitutes, or is deemed
to be, the representative agent, employee, partner,or joint venture of the other
party.

Termination

Sourceone or PIVOTAL may terminate this agreement anytime by giving 30

days advance written notice to Sourceone or PIVOTAL.

Services

the services provided by the PIVOTAL under this Agreement and as may be
requested by Sourceone from time to time;

Services Representative

the persons designated by each party to act as the day-to-day point of contact
for that party as mentioned in Annexure A;

Viruses

Virus here refers to computer virus. A "virus" is a malicious software

program that can copy itself and infect a computer. It can spread from
one computer to another (in form of executable code) spreading to other
computers by infecting files on a network file system or a file system that
is accessed by another computer. The term "computer virus" here
includes all types of virus, malware, adware, computer time bombs and
spyware programs, in whatsoever name it may be called,

Work Product

all products, Sourceone

derivatives, materials, processes, applications,
software, business methods, technology, deliverables (excluding PIVOTAL
Tools and PIVOTAL Software including Pre-existing Materials), works of
authorship, inventions, notes and documentation, which are created or
developed by PIVOTAL.
Employee for the performance of Services
hereunder together with all right, title and interest, including any Intellectual
Property Rights therein, and any other tangible or intangible work product and
materials and provided to Sourceone to form all or part of a deliverable;

PIVOTAL Engagement

PIVOTAL shall submit only such profiles who possesses minimum qualifications, experience and requisite
qualifications to perform the Services as per the requirements specified by Sourceone .
SERVICES REPRESENTATIVES
Sourceone and the PIVOTAL will each appoint a Services Representative who will be responsible for liaison
concerning problems, requests or other issues arising in connection with the provision of the Services and
attendance at review meetings.

-3

CONFIDENTIAL

No Poach :
Neither parties should be involved directly or in-directly in poaching recruiters or internal or external staff or
outsourced staff of companies working at SourceOnes client staffing/recruitment process or any of their
other customer's recruitment process during the agreement period and this would apply till 3 months of
termination of contract between both companies. Indirect poaching means here as, company instigating
employees of partner to resign or join somewhere and then hire to avoid any technical poaching in the
clause. For better understanding of the poaching agreement, parties would make sure that employees of
either parties should not be hired before one year of separation from companies.

<Source One>

< PIVOTAL >

Address

102 A, Museum Terrace Apartment,

29 Museum Road, M G Road,
Bangalore, 560 001

Tel:

Tel:

080- 42106195

Fax:

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST
ABOVE WRITTEN.

For <Source One Management Services Pvt Ltd >

By:_Sanjay Anand

For <PIVOTAL Subcontractor>

By : Mr. Raajhesh Mutta

TITLE :CEO

TITLE: Director

DATE:

DATE:

-4

CONFIDENTIAL