Agreement Between Contractor and Principal Employer

1. Scope of Services

The Contractor shall perform the services specified in Schedule A at the locations identified by the Principal Employer. Any material change in scope, quantity, deployment, service level or location shall be recorded in writing, including the corresponding adjustment, if any, in charges and resources.

2. Independent Contractor

The Contractor is engaged as an independent contractor. Subject to the Principal Employer's lawful site, security, safety and service-quality requirements, the Contractor shall retain supervision, direction and administrative control over personnel engaged by it. Nothing in this Agreement shall by itself create an employer-employee relationship, partnership or agency between the Principal Employer and the Contractor's personnel.

3. Contract Price, Invoicing and Payment

The contract price shall be ₹ __________ per month / per unit / as set out in Schedule B, plus applicable taxes unless expressly stated otherwise. The Contractor shall submit a valid invoice with supporting attendance, service records and statutory-compliance documents reasonably required under this Agreement. Subject to verification, payment shall be made within ___ days from receipt of a complete and undisputed invoice.

The Principal Employer may deduct or withhold tax at source and make other deductions strictly as required by the tax law applicable to the relevant payment or credit. The Contractor shall provide PAN, GSTIN and other tax particulars where applicable.

4. Security Deposit / Performance Security

Where agreed, the Contractor shall furnish a refundable security deposit or performance security of ₹ __________. The Principal Employer may adjust against it only amounts lawfully and contractually recoverable after giving the Contractor reasonable particulars of the claim. The balance, if any, shall be returned after completion or termination and settlement of dues.

5. Personnel and Supervision

The Contractor shall deploy sufficient trained personnel and competent supervisors for performance of the services. Recruitment, deployment, leave management, discipline, substitution and day-to-day supervision of such personnel shall remain the Contractor's responsibility, subject to lawful site-access and safety requirements of the Principal Employer.

6. Wages and Labour-Code Compliance

The Contractor shall pay wages within the prescribed time and not below the applicable minimum rate, and shall comply with the Code on Wages, 2019, applicable rules, notifications and orders. The Contractor shall maintain and produce registers, wage records, attendance records and evidence of payment as required by law.

7. Social Security Contributions and Benefits

The Contractor shall comply with the Code on Social Security, 2020 and applicable schemes, rules and notifications, including obligations relating to provident fund, employees' state insurance, gratuity, maternity benefit, employee compensation and other social-security benefits to the extent applicable to the establishment, Contractor and personnel. The Contractor shall furnish registration details and proof of statutory remittances when reasonably required.

8. Contract Labour, Registration and Licensing

Where the contract-labour provisions of the Occupational Safety, Health and Working Conditions Code, 2020 apply, the Contractor shall obtain and maintain the licence or other approval required for deployment and shall comply with applicable conditions. The Principal Employer and Contractor shall each perform the duties imposed upon them by the Code, applicable rules and notifications.

9. Statutory Records and Compliance Evidence

The Contractor shall maintain statutory registers, records, returns, wage and contribution data, licences, insurance documents and other compliance records required for its workforce and services. Upon reasonable request, copies or electronic evidence may be provided to the Principal Employer for verification, subject to applicable privacy and data-protection requirements.

10. Payment of Personnel

The Contractor shall be primarily responsible for payment of wages and lawful benefits to its personnel and shall ensure accurate wage slips and traceable payment records. Nothing in this clause limits any statutory responsibility that applicable law may directly impose upon a principal employer.

11. Occupational Safety, Health and Welfare

The parties shall comply with their respective obligations under the Occupational Safety, Health and Working Conditions Code, 2020 and applicable rules. The Contractor shall provide appropriate training, supervision, protective equipment and safe work practices for its personnel. The Contractor shall promptly report accidents, dangerous occurrences and unsafe conditions in accordance with law and site procedures.

12. Uniforms, Identity Cards and Site Access

Where required for the services, the Contractor shall provide uniforms, identification cards and suitable work gear to its personnel. Personnel shall comply with lawful access-control, security, safety and conduct requirements notified for the premises.

13. Equipment, Materials and Property

The Contractor shall use appropriate equipment and materials and shall take reasonable care of property entrusted to it. The Contractor shall be liable for direct loss or damage proved to have resulted from wilful misconduct, fraud or negligence of the Contractor or its personnel, subject to the liability provisions of this Agreement.

14. Service Standards

The Contractor shall perform the services with reasonable skill, care and diligence and in accordance with the service levels, schedules and specifications agreed in writing. Deficiencies notified by the Principal Employer shall be rectified within a reasonable or contractually specified time.

15. Subcontracting

The Contractor shall not subcontract any material part of the services without prior written consent of the Principal Employer. Consent shall not relieve the Contractor of its contractual or statutory obligations, and the Contractor shall remain responsible for approved subcontractors to the extent provided by law and this Agreement.

16. Insurance

The Contractor shall maintain insurance reasonably appropriate to the nature of the services and all insurance required by applicable law, including employee/work injury, public liability, professional, motor or other cover where relevant. Certificates or policies shall be produced upon reasonable request.

17. Confidentiality and Data Protection

Each party shall protect confidential business, technical, personal and security information received from the other party and use it only for performance of this Agreement. Personal data shall be processed in accordance with applicable Indian data-protection law and lawful contractual requirements.

18. Compliance with Law and Anti-Bribery

The Contractor shall comply with all laws, rules, permits and governmental directions applicable to the services, including tax, labour, social-security, workplace-safety and anti-corruption requirements. Neither party shall offer or accept any unlawful gratification in connection with this Agreement.

19. Indemnity

Subject to applicable law, the Contractor shall indemnify the Principal Employer against third-party claims, statutory demands, penalties, losses and reasonable costs to the extent arising from the Contractor's breach of law or this Agreement, non-payment of wages or statutory contributions for which it is responsible, or negligent/wilful acts of the Contractor or its personnel. The Principal Employer shall promptly notify the Contractor of any material claim for which indemnity is sought.

20. Limitation of Liability

Any agreed limitation of liability shall not exclude liability that cannot lawfully be excluded. The parties may specify an aggregate contractual cap of ₹ __________ or ___ months' fees, with appropriate exclusions for fraud, wilful misconduct, confidentiality breach, statutory dues or other matters mutually agreed.

21. Audit and Inspection

The Principal Employer may, on reasonable notice, verify records directly relevant to services, invoices and statutory compliance. Any audit shall be conducted during reasonable hours and with appropriate safeguards for confidential and personal information.

22. No Waiver

Failure or delay by either party in exercising a right shall not operate as a waiver. A waiver shall be effective only when made in writing by an authorised representative.

23. Force Majeure

Neither party shall be liable for delay or failure caused by an event beyond its reasonable control, provided the affected party promptly informs the other and takes reasonable measures to mitigate the effect. Payment obligations for services already rendered shall not be excused solely by force majeure.

24. Notices

Contractual notices shall be delivered by hand, registered/speed post, recognised courier or email to the addresses specified below or subsequently notified in writing. A notice shall be treated as received in accordance with the delivery method and applicable law.

25. Term and Renewal

This Agreement shall commence on __________ and remain in force until __________, unless terminated earlier in accordance with this Agreement. Any renewal or extension shall be recorded in writing.

26. Termination

Either party may terminate this Agreement without cause by giving 30 days' prior written notice, unless another period is specified in Schedule B. A party may terminate for material breach if the breach is not cured within 15 days after written notice, where the breach is capable of cure. Immediate termination may be provided for fraud, serious safety violation, unlawful conduct, insolvency or other fundamental breach, subject to applicable law.

27. Consequences of Expiry or Termination

On expiry or termination, the Contractor shall stop services on the effective date, return property and confidential material belonging to the Principal Employer, remove its personnel and equipment as permitted, submit final invoices and settle statutory obligations relating to its personnel. Accrued rights and clauses intended by their nature to survive shall remain enforceable.

28. Entire Agreement and Amendments

This Agreement together with its schedules constitutes the entire agreement concerning its subject matter and supersedes prior proposals and correspondence relating to that subject matter. Any amendment shall be in writing and signed or otherwise validly authenticated by authorised representatives of both parties.

29. Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue to operate to the extent legally possible. The parties shall replace the affected provision with a lawful provision that most closely reflects their original commercial intent.

30. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India. Subject to the arbitration clause below, courts at City/State having jurisdiction under applicable law shall have jurisdiction over proceedings arising from this Agreement.

31. Dispute Resolution and Arbitration

The parties shall first attempt in good faith to resolve any dispute through negotiation within 30 days of written notice of the dispute. If unresolved, the dispute shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

The arbitral tribunal shall consist of a sole arbitrator appointed by mutual agreement. If the parties do not agree on the appointment, the arbitrator shall be appointed in accordance with the Act. The seat and venue of arbitration shall be City, India. The language shall be English, unless otherwise agreed. The award shall be final and binding, subject to remedies available under applicable law.

32. Schedules

Schedule A: Scope of services, location, manpower/resource plan, service standards and reporting requirements.

Schedule B: Contract price, taxes, invoice requirements, payment period, security deposit, term and notice period.

Schedule C: Equipment/material responsibility, safety requirements and agreed compliance documents, if applicable.