CONTRACT FOR GUARDING SERVICES

Between
Protex Security Services Pvt. Ltd.
Plot No: 43, Road No: 14,
Banjara Hills,
Hyderabad.

And
VAG VALVES INDIA PVT. LIMITED
Plot No:57& 56, Phase III, Pashamylaram, Medak Dt.

PART 1
1. The Client has entered into this Agreement with PSS for availing Guarding
Services on the terms and conditions, as detailed here in and in the
Schedules attached herewith.
2. PSS shall provide Guarding Services at the following premises of the Client
as per the Assignment Instructions (Schedule II) with effect from 25th June
2012 for a period of One year/s:

3. The Client shall pay as agreed Per month plus service tax, education cess
and all other levies, which are applicable from time-to-time as indicated in
Schedule I (the Charges) for the services rendered by PSS under this
contract. This amount would however, vary if the number of security
personnel are decreased or increased by the Client.
4. PSS shall raise an invoice for the Guarding Services rendered each month
and the same shall be paid by the Client by the 25th day of the succeeding
month without deduction, as described in the Part VI -Payment Terms.

Both Parties agree that all the following Parts II to XI and Schedules shall form
part of this Agreement and shall have the same force and effect, as if set out in
the body of this Agreement.

Signed on behalf of
Protex Security Services Pvt. Ltd

Signed on behalf of
VAG-Valves (India) Pvt. Limited

PART II OBLIGATIONS OF PSS

1. PSS shall prepare in writing, in conjunction with the Client, the Assignment
Instructions (Schedule II) for the Clients Premises listed herein. Such
Assignment Instructions shall be mutually agreed to in writing by both
parties in advance of the Start Date of the provision of the Guarding
Services Authorized representatives of both parties prior to implementation
thereof shall mutually agree to, any future amendment to such Assignment
Instructions in writing. The Assignment Instructions (Schedule II) as
mutually agreed between the Parties and as amended from time to time
during the Contractual period shall always form part and parcel of this
Contract.
2. PSS will provide Guarding Services as per the Assignment Instructions
(Schedule II) through its uniformed and trained personnel for the
performance of its services hereunder and these security personnel deployed
will be employees of PSS and all statutory liabilities will be paid for by PSS
such as ESI, PF etc.
3. The Client shall have the right, within reason, to have any person removed
that is considered to be undesirable or otherwise and similarly PSS reserves
the right to the guard with prior intimation to the Client emergencies
exempted.
4. PSS will cover its security personnel for personal accident and death whilst
performing the duty.
5. PSS will provide adequate supervision to reasonably ensure correct
performance of Guarding Services in accordance with assignment
instructions.

PART III LIABILITY OF PSS

1. PSS will use reasonable skill and care in the provision of the Guarding
Services in accordance with good industry practice.
2. PSS will not be liable in any way whatsoever and the Client hereby expressly
waives any right to, any loss, injury, damage, cost or expense of whatsoever
nature directly or indirectly caused by:
2.1Resulting from or in connection with any Act of Terrorism or any
Biological or Chemical Contamination or any Nuclear Risks.
2.2Consisting of, resulting from or in connection with any loss, damage,
destruction, distortion, erasure, corruption or alteration of Electronic
Data from any cause whatsoever (including but not limited to Computer
Virus).
3. PSS will not be liable in any way whatsoever and the Client hereby expressly
waives any right to:
3.1Any loss, injury, damage, cost or expense resulting from theft/loss of any
moveable goods such as Keys, Laptop Computers, Mobile Phones, CD
Roms, Hard Disks, Organisers or any other similar goods which are not
specifically handed over to PSS in writing as part of Assignment
Instructions (Schedule II)
3.2Any loss, injury, damage, cost or expense resulting from events where the
Client, its employees or agents attributed to such loss, injury, damage,
cost or expense.
3.3Any punitive damages, or any business interruption, or any loss of
profits, business contracts, revenues or anticipated savings, or any other
indirect or consequential damages suffered by the Client howsoever
arising.
4. The remedies available to the Client and the liability the PSS accepts under
this Part III are, to the extent permissible by law, the only remedies of the
Client and the absolute limit of PSSs liability arising under, out of or in
connection with this Agreement and the provision of the Guarding Services.
All other liability is expressly excluded and waived by the Client.

5. The Client will indemnify and keep indemnified PSS, its directors and
employees against any liabilities, losses, expenses or other costs, PSS may
incur in connection with any claims or enforcements against PSS by any
third party, that would (a) cause the Limit of Liability to be exceeded or (b)
fall outside the scope of the PSSs liability as set forth in this Part.
6. Without prejudice to above mentioned clauses 2 & 3 and Notwithstanding
any other provision contained herein, PSSs total liability to pay damages in
respect of any direct, verifiable loss or damage suffered by the Client as a
direct result of any material breach by PSS of its contractual obligations in
connection with the provision of Security Services shall in no circumstances
exceed one months billing amount under this Contract unless otherwise
agreed to the contrary by the Parties and specified in the Schedule I.

PART IV CLIENTS OBLIGATIONS

1. No employee of PSS will be contracted or employed by the Client within a
period of 6 months of having left the services of PSS. The Client may recruit
them only after a clear gap of six months from the date of their leaving the
service of PSS. In breach of this clause the Client agrees to pay to PSS twelve
months salary for each and every such person recruited.
2. The Guarding Services stipulated in the contract are for the exclusive use of
the Client at the contracted premises and cannot be subcontracted to or
used by third party or transferred to another premises without prior written
consent of PSS. PSS shall be entitled to assign /transfer this Contract to
any of its associate/group companies with due intimation to the Client.
3. Except as expressly otherwise provided, the Client will, at its own expense,
provide timely all equipment and facilities at the location(s) where the
Guarding Services are to be provided required to enable PSSs employees to
carry out the Guarding Services. Such equipment and facilities shall
include, without limitation, guard/s accommodation, adequate heating/air
conditioning, lighting, power, toilet facilities and telephone, office table,
chair, drinking water, office stationery, files, ledgers, registers etc.
4. The Client shall comply with
any) made in writing by PSS
Guarding Services. The Client
negligent acts or omissions of

and fulfill the security recommendations (if

in connection with the performance of the
will notify PSS of any dishonest, wrongful or
the PSSs employees or agents in connection

with the Guarding Services as soon as possible after the Client becomes
aware of them.
5. The Client shall provide on a timely basis all information and materials
reasonably required to enable PSS to provide the Guarding Services. The
Client warrants that all information disclosed or to be disclosed to PSS is or
will be true, accurate and not misleading in any material respect. PSS will
rely
on,
and
will
not
independently
verify,
the
accuracy and completeness of any information supplied by the Client. The
Client shall be responsible for informing PSS of any changes to the
information originally presented to it.
6. To enable PSS to provide the Guarding Services, the Client will ensure that
their staffs is available to provide such assistance, as PSS reasonably
requires and that PSS is given reasonable access to senior management, as
well as to any members of the Clients staff specified in Schedule II- the
Assignment Instructions. If any of the Clients staff fails to perform as
required, the Client will make suitable additional or alternative staff
available.
7. The Client acknowledges that in the event of a failure or inability of PSS to
provide the Guarding Services where such failure or inability is attributable
to any failure by the Client to comply with its obligations under this
Contract, then PSS shall not be liable for any resulting loss to the Client and
the Client will indemnify PSS against any losses, damages and claims
resulting from any such failure by the Client to comply with its obligations
under this Contract.

8. The Client will ensure that its Premises, property and other assets are at all
times throughout the duration of this Contract appropriately insured.

PART V CONFIDENTIALITY
The Parties take all reasonable precautions not to disclose, divulge and / or
disseminate to any third party any confidential information on its security
arrangements (including but not limited to the Assignment Instructions,
Schedules and other subsequent Agreements) and/or business of the Client.
This obligation will not apply to information, which is or becomes public
knowledge through no fault of the parties as well as information, which the

parties might be required to disclose under applicable law or by order of

competent judicial or governmental authority.
PART VI PAYMENT TERMS
1. The above charges are exclusive of any service tax, education cess or any
other applicable taxes as may be levied by the Government from time-to-time
and the same shall be charged in addition to the applicable rate.
2. The Client shall pay PSSs invoices as per the Charges specified in Schedule
I. Any objection by the Client to any such invoice raised by PSS should be
made within two working days from the date of receipt of the invoice.
3. Payment by the Client for the services provided hereunder shall be a
fundamental obligation under this Agreement. Any default of payment
including any single default of any installment shall entitle PSS to suspend
or terminate this Agreement. The Client shall make the payment either by
account payee cheque or by demand draft.
4. If and to the extent that PSSs costs are increased by increases in minimum
wages, or in the cost of labour or in the cost of insurance or by changes in
law, which have effect after the Start Date, then the rates agreed in Schedule
I will immediately increase proportionately. In the event, the proposed
increase is not acceptable to the Client, PSS would have the option to
discontinue the services and terminate the Contract by giving one-month
notice in writing.
5. In addition to the payment referred to above, the
additional services required by the Client, which
Schedule I attached. PSS and the Client prior
services
being
undertaken
by
PSS
the scope of all such additional services and the
shall be provided in writing.

Client shall pay for any

are not specified in the
to any such additional
shall
agree
cost at which the same

6. In the event that any of the payments due to PSS pursuant to this Contract
are overdue beyond 30 days, PSS shall be entitled to claim interest on the
outstanding amount at the rate of 2% two percent per month as from the
date the sum is due until the date payment is received.

PART VII FORCE MAJEURE

PSS will not be liable to the Client for any delay or failure to fulfill its obligations
in connection with the provision of the Guarding Services where any such delay
or failure is caused in whole or in part by any Act of Terrorism, Biological or
Chemical Contamination, Nuclear Risks or Electronic Data loss, or to the extent
that any such delay or failure arises from causes beyond its control, including,
without limitation, fire, floods, acts of God, acts or regulations of any
governmental or supranational authority, war, riots, strikes or labour shortages.
PART VIII DURATION
Subject to Part IX, this Contract will remain in force for the Initial Period of one
year/s and will continue thereafter unless or until terminated by either party
giving the other party not less than two months notice expiring at the end of
the Initial Period or at any time thereafter. The Parties may renew the contract
on the term and conditions mutually agreed after due consultations.

If there is no change in any of the central or state minimum wages or the

statutory benefits, a minimum of 3% increase would be initiated on annual
renewal of the contract.
PART IX TERMINATION
This Contract may be terminated forthwith by either party by giving written
notice to the other if:
a) The other party is in material breach of its obligations under this Agreement
and, in the case of such breaches capable of being remedied, fails to remedy
that breach within thirty days of receiving notice of such breach (such notice
to specify that it is given under this Part); or
b) The other party commits an act of bankruptcy or goes into liquidation other
than for the purposes of reconstruction or amalgamation or suffers the
appointment of a receiver or administrator of any of its property or income or
makes any deed or arrangement with or composition for the benefit of any of
its creditors.
PART X GOVERNING LAWS AND SETTLEMENT OF DISPUTE
1. Any claims, dispute and or difference (including a dispute regarding the
existence, validity or termination of this Agreement) arising out of, or

relating to this contract including interpretation of its terms will be resolved

through joint discussion of the Authorized Representatives of the concerned
parties. However, if the disputes are not resolved by the discussions as
aforesaid within a period 30 days, then the matter will be referred for
adjudication to the arbitration of a sole arbitrator to be appointed by the
parties in accordance with the provisions of the Arbitration and Conciliation
Act 1996 and rules made there under including any modifications,
amendments and future enactments thereto. The venue for the Arbitration
will be Hyderabad and the decision of the arbitrator shall be final and
binding on the parties.
2. This Contract is governed by the laws of Republic of India and shall be
subject to the exclusive jurisdiction of the courts in Hyderabad.

PART XI GENERAL
1. In this Contract including the Schedules the following words and
expressions shall (unless the context requires otherwise) have the meaning
assigned to them in this Schedule.
Agreement

The word Agreement and Contract has been

used interchangeably.

Act of Terrorism

shall mean and refer to any act, including but

not limited to the use of force or violence
and/or the threat thereof, of any person or
group(s) of persons, whether acting alone or on
behalf of or in connection with any
organization(s) or government(s), committed for
political, religious, ideological or similar
purposes including the intention to influence
any government and/or to put the public, or
any section of the public, in fear.

Biological
or
Contamination

Chemical

shall mean contamination, poisoning, or

prevention and/or limitation of use of objects
due to the effects of biological or chemical
substances.

Computer Virus

Shall mean and refer to a set of corrupting,

harmful or otherwise unauthorized instructions
or code including a set of maliciously
introduced unauthorized instructions or code,
programmatic or otherwise, that propagate
themselves through a computer system or
network of whatsoever nature. Computer Virus
includes but is not limited to Trojan Horses,
worms and time or logic bombs.

Confidential Information

Shall mean all information that is not generally

known and which is obtained / received during
the tenure of the contract and relates directly to
the business / assets of client / PSS including
the information having the commercial value.

Electronic Data

Shall mean and refer to facts, concepts and

information converted to a form useable for
communications, interpretation or processing
by electronic and electromechanical data
processing
or
electronically
controlled
equipment and includes programmes, software
and other coded instructions for the processing
and manipulation of data or the direction and
manipulation of such equipment.

Nuclear Risks

Shall mean and refer to ionizing radiation or

contamination by radioactivity from any
nuclear fuel or from any nuclear waste or from
the combustion of nuclear fuel, radioactive
toxic explosive or other hazardous properties of
any explosive nuclear assembly or nuclear
component thereof.

2. If any provision of this Contract is held to be invalid or unenforceable in

whole or in part, such provision shall be deemed not to form part of this

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Contract and the validity and enforceability of the remainder of this Contract
will not be affected by any such invalidity or unenforceability.

3. This Contract forms the entire agreement between the Client and PSS
relating to the provision of the Guarding Services. It replaces and
supersedes any previous proposals, correspondence, understandings or
other communications whether written or oral.
4. No waiver, delay or failure by PSS in enforcing any provision of this
Agreement shall prejudice or restrict the rights of PSS under this Contract,
nor shall waiver by PSS of any breach operate as a waiver of any subsequent
breach. The rights, powers and remedies provided to PSS in this Contract
are in addition to, and do not exclude or limit, any right, power or remedy
provided by law.

5. Any notice required to be given under this Contract shall be in writing and
must be left at the address of the party to whom it is addressed (the
recipient), or sent by prepaid ordinary post or registered post or by courier
to the address of the recipient, or sent by fax to the fax number of the
recipient which is specified herein below: (or if the recipient has notified
another address or fax number, then to that address or fax number).

a)

Protex Security Services Pvt. Ltd.

Plot No: 43, Road No: 14,
Banjara Hills,
Hyderabad.

b)

VAG-Valves (India) Pvt.Limited

In witness whereof the parties hereto have at Hyderabad affixed their signatures
on this day of 25th June 2012___________.

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Signed on behalf of Signed on behalf of

PROTEX SECURITY SERVICES PVT LTD

Signed on Behalf of
VAG-Valves (India) Pvt.Limtied

SCHEDULE I
[This Schedule is to describe in detail t, the premises and locations where such
services are to be delivered and the facilities (if any) to be provided by the
Client.]
W.E.F :
LOCATION

DEPLOYMENT

AMOUNT
(In Rupees

12

p/m.)
Pashamylaram

Security Guard-4
Nos

ASO-2 Nos

Rs. 14,471/Per Security

Gurad (for 12
Hrs shift)
Rs. 16892/Per ASO (for
12 Hrs shift

TOTAL

Over and above service tax, education cess and all other levies, which are
applicable from time-to-time (which currently is 10.30%) shall be levied on the
total invoice value.
INITIAL PERIOD

One Year

MODE OF PAYMENT

Cheque

Signed on behalf of
PROTEX SECURITY SERVICES PVT. LTD.

Signed on Behalf of
VAG-Valves (India) Pvt. Limited