1.    Preamble

• Additional responsibilities

 In addition to roles and responsibilities indicated above following shall also be part of responsibilities of security man power.

(i). To Provide Security services for protection of life,.  Security   against   theft, pilferage, fire   etc  for man and material in the premises .

(ii) Physical guarding of entry/exit points,   Responsible for frisking/checking of the visitors during office hours and    after ,   Screening /Directing of visitors .Visitor management  in common and during special occasions .Guiding visitors to the concerned officials/occupants, regulating entry . Control the access of persons/vehicles in to and out of the complex and regulating entry of unwanted visitors/sales  man  and  maintenance of visitor register.

(iii)  Checking of   gate  passes ,  allowing the entry and exit of material and regulating  the entry and exit of vehicles accordingly. Records of the inwards and outwards movement of men and material’s ,vehicles etc to be maintained with proper checking as per instructions given from time to time by the buyer organization.

(iv) Patrolling   and guarding various common areas and surroundings to ensure adequate safety and security. Preventing   entry of stray animals like cow, dogs etc.  Round  the clock patrolling of sites .Ensuring that boom   barriers and access control systems are monitored and are in operational condition.

(v) Assisting the occupants   during emergency evacuation of building .Effective involvement during the crisis management like accidents and bomb threats .Involve in frequent drills for preparation for emergencies. Handling of   disaster management in case of emergencies and disasters

(vi)    Rescue      operation of passengers if stranded in lifts, Help occupants in any accidents or medical emergencies.  Handling situation in case of fire

(vii) Liaison with appropriate agencies in case of disaster and emergencies and keep excellent liaison and contact with all such agencies

(viii) Lodging of Complaints/FIR  in case of any crime or violence and assist the police and other security agencies in their investigation in any related matter.

Any other responsibility in connection with   performance of   the roles specified though not specifically covered above shall also be considered as part of the responsibilities  of the  security man power .

4. Terms and Conditions

    4.1. Buyers obligations

(i) The Buyer Department will give basic training/familiarization of the Security services required to be done by the personnel to be deployed by the Service Provider under the   contract  for 2 to 3 days in premises and this period will not be counted as shift manned by Service Provider’s personnel for the purpose of payment under the contract.

(ii) Buyer organization shall provide necessary infrastructure, Equipments such as X ray baggage screening if such screening is  involved ,  furniture etc for the security personnel to carry out their functions .However uniform, torches, lathi  Arms,  badges shall be provided by service provider

(iii) Deployment of  security man power shall be  with the concurrence of nominated official of buyer organization  and  nominated official shall be responsible for close co ordination with the service provider   and  shall  monitor the activities performed by the service provider persons and will be responsible for its optimum utilization.

(iv)   Buyer  may calculate their requirement of resources based on 8 hours per shift. Example: For hiring security personnel for a month (30 Service Days) to offer the services for 24 hours on a 3 shift basis, the required number   of resources would be 90 personnel for the month.

(v) Price Variation Clause:

"It is advisable to include Price Variation Clause in the long term contracts to take care of the increase/decrease in prices of various ingredients which majorly affect the overall price of the service. Buyers are therefore advised to include the Price Variation Clause (PVC) in the bid document through ATC for long term contracts. The additional payment, if any, on account of PVC can be done offline till such time online functionality is developed on GeM."

(vi)

In case, if the buyer has selected the option in the bid for retention of existing resources of the previous/existing service provider, then the new service provider is required to retain those resources as mentioned in the bid document. In such case, the Buyer shall be responsible for ensuring compliance with eligibility requirements of those resources as per the contract. Further, it is the buyer's responsibility to provide requisite documentation & other details pertaining to EPF, ESIC, etc. required for onboarding of such resources with the new service provider. Police verification of such retained resources, if required, will be the responsibility of buyer. The new service provider will not charge anything from the retained resources for onboarding on their payroll.

4.2. Service Provider Obligations

(a) Employment of man power by service provider: (i) Service provider providing the security services shall not employ or engage any person unless he or she is a citizen of India or a citizen of such other country as permitted to be employed in terms of Government rules and regulations in force .

(ii)Service provider shall employ only  man power who  has completed eighteen years of age and not above 65 years of age .Security agency shall only  employ man power who  satisfied the service provider  about his character and antecedents  and has completed the prescribed security training .Service provider shall only engage man power fulfilling  such physical standards as may be prescribed in the PSRA 2005  and rules    .Further  man power shall satisfy any other  conditions as may be prescribed in relevant rules.

(iii) No person who has been convicted by a competent court or who has been dismissed or removed on grounds of misconduct, or moral turpitude while serving in any of the armed forces of the Union, State Police Organization, Central or State Governments or in any private security agency shall be employed or engaged by the service provider

(iv)  Service provider, while employing a person shall  give preference  to a person who has served as a member in Army ,Navy and Air force or other  central paramilitary forces  ,Central Police forces , even for posts which are not specifically indicated as that of ex service man in the roles and responsibilities.

(v) The antecedents of security staff deployed shall be verified by the service provider from local police authority and an undertaking in this regard is to be submitted to the department and buyer department shall ensure that the service provider complies with the provisions .

(vi) The service provider shall deploy his personnel only after obtaining the buyer department approval upon duly submitting g curriculum vitae (cv) and police verification details of personnel Buyer shall be informed  at least one week in advance and service provider shall be required to obtain departments approval for all such changes along with their CVs

(vii) The Buyer shall have the right, within reason,   to have any personnel removed who is considered to be undesirable with proper reasoning  or otherwise and similarly the Service Provider  reserves the right to remove any personnel with prior intimation to the Buyer , emergencies, exempted

 (b) Registers to be maintained by Service provider

(i)  Service Provider   shall maintain a register containing name and addresses of the persons managing the private security agency, names, addresses, photographs and salaries of the   security   manpower and supervisors under its control and   such other particulars as may be prescribed under PSRA act

(ii) Service provider will maintain a register on which day today employment of personnel with buyer organization will be entered   and   same  will be countersigned by the authorized official of the buyer department .While raising bill the deployment particulars of the personnel engaged during the month, shift wise should be shown to buyer .Buyer organization   may call for such information as it considers necessary from service provider.

(iii) The Service Provider shall maintain all statutory registers under the Law and shall produce the same, on demand, to the Buyer Department or any other authority under Law.

©   Issue of photo identity card

• Every security man power deployed by the service provider shall be issued a photo identity card, by the service provider.
• The photo identity card shall be issued in such form as may be prescribed by the buyer organization and complying with PSRA Act and rules  .  
• Every security man power  shall carry on his person the photo identity card issued under and shall produce it on demand for inspection by the buyer organization or any other officer authorized  by  same .

 (d) Requirements of Licenses

(i) Service provider shall be holding a valid license under the provision of Private Security Regulations Act (PSRA) providing for operation in the respective State or Union territory where services are being offered .Service provider shall ensure that all the relevant licenses/registrations/permissions which may be required for providing the services are valid   during the entire period of the contract failing so shall attract the appropriate penalties .The documents relevant in this regard shall be provided by the service provider to the buyer on demand

(ii) The service provider   shall comply with all the legal requirements for obtaining license under contract labor regulations and abolition act 1970 if any at his own part and cost. The requirement shall be depending up on the number of persons engaged for the organization in terms of the provisions of the  relevant act .

(iii) The service provider shall maintain all statutory registers required to be maintained as per licence provisions under the law and shall produce same on demand to the buyer department or any other authority under the law.

(e) Training

(i)  The Service Provider shall have his own Establishment/set up/mechanism/Training institute recognized  under  PSRA 2005  or have tie up with institutions recognized in  terms of PSRA 2005 to provide training  for security man power with them   to ensure correct and satisfactory performance of his/her  liabilities and responsibilities .Only such man power who have undergone training and holding   certificate should be deployed under the contract , The training shall  be  for a minimum period as specified in the PSRA act and in terms of the detailed training syllabus as prescribed in the act . The ex-servicemen and former police personnel shall however be required to attend a condensed course only as per provisions in the PSRA act

(f) Reports

All necessary reports and other information will be supplied immediately as required and regular meetings will be held with the buyer department

(g) Conduct of the security man power deployed

(i) The security manpower shall not accept any gratitude or reward in any form

(ii) Under the terms of their employment  agreement with the Service Provider the Security staff shall not do any professional or other work for reward or otherwise either directly or indirectly, except for and on behalf of the Service Provider.

(iii)The personnel engaged by service provider  have to be extremely courteous with very pleasant mannerism in dealing with the Buyer Staff and should project an image of utmost discipline. Buyer  Department shall have right to have any person  removed in case of its staff complaints  or as decided by representative of the Buyer Department if the person  is not performing the job satisfactorily or otherwise. The Service Provider shall have to arrange  suitable replacement in all such cases.

• Security man  power  engaged by the Service Provider shall not take part in any staff union and association
• The persons deployed shall, during the course of their work be privy to certain confidential documents and information which they are not supposed  to divulge to third In view of this, they shall be required to take oath of confidentiality and breach  of this condition shall make Service Provider as well as the person  deployed liable for penal action under the applicable laws besides,  action for breach  of contract

(h) Uniform and Badges

(i) Service provider shall ensure that all security man power shall  put on arms badge distinguisher the Agency for which they are working, shoulder or chest badge to indicate his role or function . Man power employed as Security guards shall, have  whistle attached to the whistle cord and to be kept in the left pocket,. Shoes with eyelet and laces , headgear which may also carry the distinguisher mark of the  service provider.

(ii)  The clothes worn by  the  security man power  while on active duty shall be such that they do not hamper in his efficient performance. In particular they will neither be too tight nor too loose as to obstruct movement or bending of limbs.

(iii) Every man power functioning as  security guard will carry a notebook and writing instrument with him.

(iv) Every security person shall be provided one good quality torch and  one baton.

(v) Every   man power functioning as security guard while on active security duty will wear and display photo- identity card issued on the outer most garment above waist level on his person in s conspicuous manner.

(vi) Parameters of the uniform shall conform to provisions of  PSARA 2005.

1. I) Monitoring and Supervision by the service provider

(i) Service provider shall ensure that adequate supervision will be provided to ensure correct performance of the man power deployed in accordance with the prevailing assignment instructions agreed upon between the service provider and buyer organization. Even if security supervisor is not availed by the buyer organization service provider should keep track of performance of the staff deployed and give necessary support to ensure good performance.

(ii) The Service Provider will deploy supervisors as per the need given by the Buyer Department. The supervisor shall be required to work as per the instructions of Buyer Department.

(iii) The Service Provider shall do and perform all such Security services, acts, matters and things connected with the administration, superintendence and conduct of the arrangements as per the direction enumerated herein and in accordance with such directions, which the Department may issue from time to time and which have been mutually agreed upon between the two parties.

(iv) The Service Provider shall be responsible to maintain all property and equipment of the Buyer Department entrusted to it.

(v) The Service Provider shall nominate a coordinator who shall be responsible for regular interaction with the Buyer Department so that optimal services of the persons deployed could be availed without any disruption. 

(j )  Working hours and Reporting Time

• The personnel will have to report to the Buyer Department’s security office at least 30 minutes in advance of the commencement of the shift for collecting necessary documents/instructions, and to complete all other required formalities as approved by the Buyer
• The working hours and days of the outsourced employees will be as per the existing applicable rules of the respective Central/State Government However, they have to work on holidays, if necessary and required based on demand of work
• In an event of deployed personnel availing leave and if required by buyer suitable substitute(s) shall be provided by service provider as per mutual understanding with
• Consequent to poor performance of deployed manpower, service provider shall immediately replace the deployed manpower thereby maintaining service levels and
• Working shifts (includes day and night shift) if any, and daily working hours shall be mutually agreed upon between buyer and seller prior to deployment of manpower
• .The attendance of the employees will be entered in the register provided by the Service Provider and/or in the Aadhaar based Biometric attendance system at the Buyer’s In case biometric system insisted, same is to be made available by buyer and access to be provided to the security persons deployed by service provider
• The persons deployed should be polite, cordial and efficient while handling the assigned work and their actions should promote good will and enhance the image of the Corporation or office The Service Provider shall be responsible for any act of indiscipline on the part of the persons deployed..

(k)   Physical standards and Medical check up

(i) The security man power deployed shall be eligible for being engaged or employed if he or she fulfills the standards of physical fitness  as  specified  in the PSRA Act  2005 .Service provider is therefore required to ensure that all deployed man power fulfill the requirements specified in PSRA Act. Service provider Agency should get medical check-up of its staff at the time of their induction in the rolls of the   agency   to ensure their fitness for the job assigned and annual medical check-ups to be done as prescribed under PSARA.  A record of the same shall be maintained in the personal   file   of the security personnel. In case buyer demands for a copy of medical fitness certificate at time of deployment   to their organization same shall be given

(ii) The security man power deployed   should be free from evidence of any contagious or infectious disease. He   or she should not be suffering from any disease which is likely to be aggravated by service or is likely to render him unfit for service or endanger the health of the public

(iii) No medical facilities or reimbursement or any sort of medical claims thereof in respect of employees provided by the Service Provider will be entertained by the Buyer

(l) Applicable Leave

(i) In case of services hired on annual basis and 5 working days, the employees will be entitled to 08 days of casual leaves per year on pro-rata basis and in case of 6 working days, the employees  will be entitled to 15 days casual leave per year on pro-rata basis

(ii) in case of services hired for all 7 days also it shall be ensured that service personnel’s are given at least 4 holidays in a month

(iii) The applicable casual leave is to be provided to the personnel and the payment for the applicable leave also shall be taken in to account for calculation of the payment to be made by the buyer

(iv)  Beyond specified leaves as applicable, leave will be treated as leave without pay (LWP) for which necessary deduction will be made by the buyer in the billed amount if no replacement is provided besides any penalty for not providing substitutes as indicated in SLA

4.3 Special terms and conditions Applicable

 (a).  Legal Status

(i) The Service Provider should have a legal status, whether it will be a registered Proprietorship Firm/Partnership Firm/Company under Companies Act having legal entity having all statutory licenses/registration for carrying out such activity as well has have registration for income tax.

(ii) The Service Provider shall not be allowed to transfer,  assign, pledge or subcontract its rights and liabilities under this Agreement to any other agency or organization  by whatever name be called without the prior written consent of the Authority.

(iii) For all intents and purposes,   Service Provider shall be the “Employer” within the meaning of different Rules & Acts in respect  of manpower  so deployed. The persons   deployed by the Service Provider shall not have any claim whatsoever  like employer and employee  relationship against the Buyer Department.

• The persons deployed by the Service Provider shall not claim nor shall be entitled to pay, perks and other facilities admissible to regular / confirmed employees  during the currency or after expiry of the Agreement
• The Buyer will in no way be responsible for the violation of any rules and/or infringement of any other laws from the time being in force, either by the employee or by the Service The employees as well as the Service Provider shall comply with the relevant rules and regulations applicable at present and as may be enforced from time to time, for which the Buyer’s department would not be liable or responsible in any manner.  The onus of compliance  to all the applicable laws/acts/rules shall only rest with the Service Provider

(b) Indemnity

(i) The Service Provider will not be held responsible for the damages/sabotage caused to the property of the Buyer Department due to the riots/mobs attack/armed dacoit activities or any other event of force majeure

(ii) The Buyer will in no way be responsible for the violation of any rules and/or infringement of any other laws from the time being in force, either by the employee or by the Service Provider.

(iii) The employees  as well as the Service Provider shall comply with the relevant rules and regulations  applicable at present  and as may be enforced from time to time, for which the Buyer’s department would not be liable or responsible in any manner.  The onus of compliance to all the applicable laws/acts/rules shall only rest with the Service Provider

(iv The Buyer Department shall not be responsible for any financial loss or any injury to any person  deployed by the Service Provider in the course of their performing the functions/duties, or for payment towards any compensation

(c)  Disclosure of Information related to services rendered

(i) Man power  engaged by the Security man power service provider  shall not divulge any information acquired by him or her  during such employment with respect to the work which he or she  has been assigned to  anyone other than the buyer organization  or to such person as the buyer organization directs  .However  such disclosure as may be required under  PSRA Act or in connection with any inquiry or investigation by the police or as may be required by an authority or process of law shall be exempted from this

(ii)  All security man power engaged by the service provider shall   however  render necessary assistance to the police or to such authority in the process of any investigation pertaining to the activities of that agency.. If violation of any law is noticed by any security man power  during the course of discharge of duties, he r she shall bring it to the notice of s superior, who in turn shall inform the police either through buyer  or service provider  or on his own.

• Ownership and retention of Material: (i) Buyer shall own the material and documents provided to the Service Provider if any  in connection with performance of this contract. Service Provider shall not, without the prior written consent of buyer store, copy, distribute or retain any material or Documents.
• Service Provider shall, upon termination of this agreement for any reason, or upon demand by buyer, whichever is earliest, return any and all material and information provided to Service Provider by buyer, including any copies or reproductions, both hardcopy and electronic.
• The Service Provider or man power provided shall not carry and/or transmit any material, information, application details, equipment or any other goods/material in physical or electronic form, which are proprietary to or owned by buyer, out of Buyer premises without prior written permission from Buyer

• Changes: Nodal officer of the buyer or any other authorized official shall be competent to ask for any changes in the scope of work. Buyer is entitled to increase the quantum of order regarding number of man power  by 25% and similarly shall be competent to reduce the man power also by 25%
• Transportation: The responsibility of arranging commutation for the man power and transportation of any items which are in the scope of service provider and requiring the transportation shall be responsibility of service provider
• Insurance requirements.

Service provider shall be responsible for any insurance requirements for the man power deployed regarding accidents etc. No claim for any compensation or damages on account of any injury or death of man power while performing the duties shall be entertained by the buyer organization Insurance requirements if any for the property or premises for which security is offered shall be the responsibility of the buyer

•  Obligation regarding minimum wages, ESI,EPF  contributions and billing     
•    Payment Procedure shall be in as specified in the General Terms and Conditions of GeM. The rate offered shall be   including GST .Payment   shall be made on the basis of the number of security personnel engaged.

(ii)  The Service Provider Agency shall also deposit EPF and ESI of both   employer and  employee  share within 15th day of the month of payment for the support staff engaged from their account  and prefer the bill to the Buyer Department for reimbursement of employer share only.

(ii) Employee share of EPF and ESI   contribution shall be recovered from the gross remuneration & balance amount is to be released to the persons   employed. Proof of deposit of both employers share and employees share of ESI & EPF shall be submitted to the buyer by the end of 15^th day  of succeeding month  .

(iii)The Service Providing Agency shall furnish statement of amount paid for the month to the persons   deployed along with cheque number or bank transfer details and date and Bank account  from which the payment has been  made. Service Providing agency is to furnish copy of bank statement in support of amount paid as and when required by Buyer Departments.

(iv)The Service Provider shall be responsible for timely payment of take home remuneration to the supporting staff and deposit of EPF and ESI  (both  employee  and employer share), failing which suitable penalties as per SLA and any other actions as per existing rules and regulations shall be taken

(v) The Service Provider shall   submit   before  the  Buyer Department,  one copy of the  monthly challan with Electronic Challan Cum receipt sheet indicating break down of contribution of each and every hired employee regarding EPF and ESI  within 7 days from the date of   filing. . In case of any   return in the form of  monthly ,  quarterly and annual returns applicable same also to be filed and copy to be furnished to buyer .

(vi)The payment to the Service Provider will be made on monthly and quarterly basis, depending upon the actual duration of the services rendered as per order.

(vii) Any violation of contractual   obligations by the Service Provider/employee shall attract penalties as mentioned against each obligation. The  Service  Provider  is deemed to have confirmed   that penalty whenever becomes payable, the same shall be deducted by the user department from the payments due to the Service Provider.

(viii) TA/DA shall be payable directly by the Buyer on production of travel documents in original and approval of appropriate   authority of the Buyer for undertaking such travel for the project/assignment.

(ix)All applicable taxes and duties except GST, shall be payable by the Service Provider and the Buyer shall not entertain   any claims  whatsoever  with respect  to the same.  The Service Provider shall pay the GST as the price is inclusive  of GST .

(x)The Service Provider shall ensure payment regularly for the deployed man power  to their entitlements like monthly salaries/wages etc. and submit the documentary  proof of the salary paid as per the terms and conditions of the contract.  Bill for the subsequent month will be paid only after submission   of certificate of disbursement of wages of previous month.

(xi) In case the submission of monthly bills is delayed by the Service Provider beyond 15 days from the last day of the month in which the services have been provided, the entire liability towards payment of interest/penalty to the tax authorities would be borne by the respective  Service Provider.

(xii) Escalation towards payment of salaries / wages of the  employees  shall not be accepted on any ground during the contract  period.

(xiii)The Breakup of the components to be provided to the Buyer Department .The Buyer Department will provide Minimum Wage as per the Notification applicable in their area for the category of Resource they want to procure.

(xiv)The Total Price includes Minimum Wage, ESI, EPF, Admin Charge and GST on the mentioned components.

(xv)Bonus in accordance with the Bonus Act which at present is one month basic wage (not below Rs7000/-) which comes to monthly payment 8.33% of minimum wage or Rs 7000/- Shall  also be payable by the buyer . Bonus is applicable to all employees minimum wage is below Rs 21000/-.In case of any changes in the bonus rates as per relevant notifications same shall be applicable .Bonus shall be payable only to the resources completing the required number of working days and fulfilling the requirements

(xvi)All Ex Servicemen should be paid as per wage structure laid down by Directorate General of Resettlement (DGR), Ministry of Defence.

(xvii)All organizations under Central Government should make payment as per the minimum wages laid down by the Central Labor Commissioner.

(xviii)Service Provider will thus quote over and above the following components as a Service Charge and Special Allowance if any

(xix)Minimum Wage + ESI + EPF + PF Admin Charges + GST (on the Minimum Wage, ESI and EPF component), is provided by the Buyer Department and the rest (GST on the component provided by the Buyer) is added by the platform.

(xx) In case of any changes in the minimum wages as per the Applicable Laws during the Contract period, Buyer shall pay the Service Provider the difference in wage from the amount mentioned  in the contract  on pro rata basis.  Therefore the increase in minimum wages shall be applicable and contract value amount shall be considered as revised up to the extent of increase due to increase of minimum wages

(xxi)The bonus as applicable in terms of rules and regulations prevailing is payable by the buyer

(xxii)The cost of the Contract shall be valid for initial contract period and during this period no price escalation,  other than minimum wages revision, shall be entertained by the Buyer

(xxiii)The payment shall be made as per the contract and after deduction of relevant penalties, if any. Service Provider shall raise the invoice as per the arrangement in the contract (monthly/ quarterly) towards the Services rendered in the previous month to the Buyer. Payment shall be effected by credit into the bank account of the Service Provider within 10 days of receiving the invoice, complete in all respects. The Service Provider shall provide correct bank account number and other details of the bank to enable the Buyer to credit the payment directly into the account. Buyer shall pay the Service Provider all due amount as per the invoice, that are not the subject to dispute, within 10 days after receipt of a valid invoice that complies in all material respect in terms of this agreement; the payment shall be subject to any reduction such as penalty, statutory deductions, etc. 

(xxiv)As per DoE OM No.F.6/1/2023-PPD dated 6th January 2023, the minimum service charges for Manpower Outsourcing Services has been fixed as 3.85%. The contracts concluded through this service shall be in compliance with the above mentioned OM.

Calculation Formula for the service

  Total Cost =

(((($basic_pay+$esi+$provident_fund+$eldi+$epf_admin_charge+$bonus+$non_mandatory_1+$non_mandatory_2+$non_mandatory_3 )*$number_of_working_days)*1.18 )+ ($percentage_of_service_charge*(($basic_pay+$esi+$provident_fund+$eldi+$bonus+$non_mandatory_1+$non_mandatory_2+$non_mandatory_3)*$number_of_working_days)/100) )*$quantity*$tenure_duration_of_employment

Note : Actual payment may vary as per service rendered and mentioned in log sheet.

• Statutory compliances..Service provider shall abide by the PASRA Act , Minimum wages Act ,Contract labor Act etc. as applicable from time to time for man power employed for undertaking the services .Similarly in case of armed security guard service provider shall ensure that the licenses are kept valid and all legal formalitities and compliances for same are followed by the man   Service provider shall also be required to ensure that the entitled leave as per labor laws are made available to security man power
• Termination of contract before normal validity;
• In case service provider commits defaults in terms of the agreement other than those specified warranting cancellation without notice , it shall be lawful for the buyer to issue a notice of termination of the contract by giving  15  days time to service provider..Service provider can make a representation during the notice period and  takes steps to remedy the defaults and if buyer is satisfied with the same , buyer can take decision to withdraw the notice .The agreement shall automatically terminate on expiry of the notice period if same is not withdrawn by buyer.
• The termination notice shall be issued by buyer to the address of the service provider as shown in the agreement.
• However in case of instances such as not deploying resources within agreed time, serious security lapses, irregularities in service provider operations, expiry of validity of required licenses such as PSRA and  in case  cumulative penalty for violations of SLA reaches more than 10%  contract can  be terminated with immediate effect and no notice is required to be issued .
• In case of termination of the contract and buyer engage the services of another service provider for the remaining part of contract the same shall be at risk and cost of the service provider besides other actions such as encashment of performance security and administrative actions etc
• Proprietary rights and indemnity: Service Provider acknowledges that buyer`s business data and other buyer`s proprietary information or materials, whether developed by buyer`s or being used by buyer pursuant to a license agreement with a third party are confidential and proprietary to buyer; and Service Provider agrees to use reasonable care to safeguard the proprietary information and to prevent the unauthorized use or disclosure thereof,  which  shall not be less than that used by Service Provider to protect its own proprietary information. Service Provider recognizes that the goodwill of Buyer depends, among other things, upon Service Provider keeping such proprietary information confidential and that unauthorized disclosure of the same by Service Provider could damage buyer and by that reason of Service Provider’s duties hereunder. Service Provider may come into possession of such proprietary information, even though Service Provider does not take any direct part in or furnish the services performed for the creation of said proprietary information and shall limit access thereto to employees with a need to such access to perform the services required by this agreement. Service Provider shall use such information only for the purpose of performing the said services.

5. Penalties and Termination