. (TO BE EXECUTED ON RS.100/- STAMP PAPER) This Service ...

(TO BE EXECUTED ON RS.100/- STAMP PAPER)This Service Level Agreement (SLA) is entered on this ____day of ____________,2010 at Gandhinagar between:(1) The Tribal Development Department, Government of Gujarat having its officeat Gandhinagar represented by the Chief Executive Officer, DevelopmentSupport Agency of Gujarat, Block No. 8. 2 nd floor, Sachivalay, Gandhinagar382010, hereinafter referred to as the “CEO, DSAG” on the one part,AND(2) M/s. Teamlease Services Private Limited (TSPL), a company registered underthe Companies Act 1956 and having its registered office at #27, 3 rd ‘A’ Cross,18 th Main, Grape Garden, 6 th Block, Kormangala, Bangalore – 560095 (herein-afterreferred to as the “Service Provider”) on the other part.WHEREAS1. The CEO, DSAG is keen to get Scheduled Tribe Youth Employment ExchangeService Provider.2. The CEO, DSAG is responsible for implementation of the Scheduled Tribe YouthEmployment Exchange of the Tribal Development Department, Government ofGujarat in the area covered under the Integrated Tribal Development Project(ITDP)..

Page 2 of 443. The CEO, DSAG had invited tenders for selecting Scheduled Tribe YouthEmployment Exchange Service Provider for implementation of the ChiefMinister’s Ten Point Programme (Vanbandhu Kalyan Yojana) formulated fordevelopment of tribal areas.4. The CEO, DSAG, after evaluating the proposals of various Service Providers,accepted the bid submitted by the TSPL and awarded the bid to perform asService Provider for Integrated Tribal Development Project (ITDP), as definedhereinafter, and issued the Letter of Acceptance No. ……………… dated…./0…/2010 (…….. ……..Two Thousand Ten) to TSPL and whereas the,Pursuant to the said award by the CEO, DSAG, the TSPL has agreed to performthe service and the CEO, DSAG has accepted such service on the terms andconditions contained in this Agreement.NOW THIS AGREEMENT WITHNESSETH AS FOLLOWS:1. The following documents shall be deemed to form and be read and construedas part of this Agreement, viz:• Tender Document of Selection of Scheduled Tribe (ST) YouthEmployment Exchange Service Provider (SERVICE PROVIDER) forITDP Areas Of Gujarat under the Vanbandhu Kalyan Yojana on Build,Own, and Operate (BOO) Basis• Clarifications given by the CEO, DSAG on the queries raised by thebidders.• All relevant correspondences (LOI, LOI Acceptance, General points ofclarifications.)2. Total Accepted Tender Value (i.e. the contract value) is of Rs.75, 95, 00,000(Rupees Seventy Five Crore Ninety Five lac only) for five year period.This contract value is for the components mentioned in the Service LevelAgreement (SLA).3. Scope and Responsibility of Service as per the terms and conditionsmentioned in the Service Level Agreement (SLA).4. IN WITNESS whereof the parties hereto have caused this Agreement to beexecuted in accordance with their respective laws, the day and year first abovewritten.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICEPROVIDER) under ITDP

This Agreement shall remain in force for a period of five years and four months from thedate of this Agreement inclusive of mobilization period of four months.AUTHORISED SIGNATORY(….. GOG)AUTHORISED SIGNATORY(………………….)______________________(SIGNATURE)______________________(SIGNATURE)NAME & DESIGNATIONNAME & DESIGNATIONDATE:DATE:---------------------------------------------------------------------------------------------------WITNESS 1: WITNESS 1:______________________(SIGNATURE)______________________(SIGNATURE)NAME & DESIGNATIONNAME & DESIGNATIONDATE:DATE:------------------------------------------------------------------------------------------------------WITNESS 2: WITNESS 2:______________________(SIGNATURE)______________________(SIGNATURE)NAME & DESIGNATIONNAME & DESIGNATIONDATE:DATE:.

Page 2 of 44SERVICE LEVEL AGREEMENT FORSCHEDULE TRIBE (ST) YOUTHEMPLOYMENT EXCHANGESERVICE PROVIDERunderIntegrated Tribal Development Project(ITDP)Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Article 1Project BriefArticle 2DéfinitionsArticle 3Condition PrecedentArticle 4Quality CheckArticle 5Contract PeriodArticle 6Services to be offeredArticle 7ExclusionsTABLE OF CONTENTSPage 3 of 44Article 8Payment to the Service ProviderArticle 9Schedule of ImplementationArticle 10Review of PerformanceArticle 11Commercial IssuesArticle 12Labour LawsArticle 13PenaltiesArticle 14Obligations and UndertakingsArticle 15Representations and WarrantiesArticle 16TerminationArticle 17Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 5 of 44ARTICLE - 1PROJECT BRIEFDevelopment Support Agency of Gujarat (D-SAG), an autonomous society promotedunder the Tribal Development Department of Government of Gujarat, has beenmandated to assist in implementation of the Chief Minister’s Ten Point Programme(Vanbandhu Kalyan Yojana) for development of tribal areas covered under theIntegrated Tribal Development Project. This is a major outcome oriented initiative,which aims to focus at the individual family and the ITDP areas, launching of resultoriented initiatives, involvement of local people in planning and monitoring ofvarious interventions launched for the benefit of ST families and forging strongconvergence with other implementing departments of the Government. Thisprogramme aims to bridge the existing gaps between ITDP areas and rest of the Stateduring the XI Five Year Plan.The Tribal Development Department (TDD) has commissioned a project to create acomprehensive database of the youth which is available at Tribal DevelopmentDepartment website: “http://tribal.guj.nic.in”. The TDD has set for itself a target ofensuring employment of 1 lakh numbers of ST youth over the next 5 years (2007-12).The TDD through D-SAG has several training programmes operated by NGOs forenhancing employability of selected ST youth. In order to serve a large number of STyouth a need has been felt to set up agencies which will handhold STs throughvarious phases of making them employable. D-SAG desired to provide the saidservices through a private sector Service Provider in the form of Tribal EmploymentExchange Center (TEEC) under the Public Private Participation (PPP) model.ARTICLE-2:DEFINITIONSUnless otherwise stated, the following words shall carry the meaning as assigned tothem hereunder:1) “Affected Party” means the Party affected by the occurrence of a ForceMajeure Event as detailed in Article 17.2) “Affiliate” shall mean any holding company or subsidiary company of a Partyto this Agreement or any company, which is subsidiary of such a holdingcompany. The expressions “holding company” and “subsidiary company”Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 6 of 44shall have the meanings as assigned in Section 4 of the Companies Act 1956(as amended from time to time).3) “Agreement” means this Agreement including all attachments and appendicesherewith and all documents incorporated by reference thereto.4) “Bid” means the complete bidding document submitted by the Service Providerto the CEO, DSAG and shall include any corrections, addenda and modificationsmade therein.5) “Service Provider” shall mean a corporate entity or a society or a corporationor a trust or a firm eligible to participate in the Tender in the stages of Prequalification,Bidding process and shall include the successful bidderfunctioning as a Service Provider as per this Agreement during the currency ofthe Contract.6) “Central Office” means the office of the CEO, DSAG, Government ofGujarat.7) “Contract Period” shall mean entire term of the contract as indicated in theArticle 5.8) “Coordinator” means the person authorised by either Party to thisAgreement, who represents and coordinates various activities on behalf ofeither Party. The Coordinator shall be known as “Coordinator – ServiceProvider” and CEO, DSAG Coordinator shall be known as “Coordinator –CEO, DSAG”.9) “Contract” shall include the scope of work as outlined under Article 6 withintime limits indicated under Article 5 for which the Service Provider shall bepaid in accordance with the terms and conditions of the Agreement.10) “Corrupt Practice” means the offering, giving, receiving or soliciting of anything of value or influencing the action of a public official in the process ofexecution of this Agreement.11) “Department” shall mean Tribal Development Department of the Governmentof Gujarat or any other Department or Agency notified by the State for thispurpose.12) “Employment” shall mean that a person be placed for work in a legal entityunder a formal agreement substantiating an employer-employee relationship,entered into voluntarily by both the parties, whereby the person who works getspre-agreed remuneration. Employment shall also include the meaning asdefined the D-SAG Framework Manuals.13) “Tribal Employment Exchange Center (TEEC)” shall mean the PhysicalFacility where all the services indicated in this Agreement to be provide by theService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 7 of 44Service provide, except the services of job fairs, job hotline and job portal, areprovided to the Schedule Tribal Youth.14) “Employment Report” shall mean a report which includes job designation;salary; number of days employed/on leave; location, date of joining, etc.15) “Fraudulent Practice” means a misrepresentation of facts in order toinfluence a procurement process or the execution of this Agreement.16) “Good Industry Practice” means prudent practices and procedures followedin the course of conducting a business as are reasonable in normalcircumstances.17) “Government” shall mean the Government of Gujarat.18) “Hand-holding Report” shall mean a report which indicate, current and last ofemployer, current income, details of current employer, date of joining, etc.19) “Law” shall mean any Act, notification, bye law, rules and regulations,directive, ordinance, order or instruction having the force of law enacted orissued by the Central Government and/or the Government of Gujarat.20) “Intellectual Property” shall mean and include all trademarks, copyrights,and patents.21) “Local Language” means the language declared by the concerned StateGovernment as its official language.22) “Job Assessment Report” means an assessment report which indicates theskill fitment of th candidate with the job profile.23) “Party” shall mean CEO, DSAG or Service Provider individually and“Parties” shall mean CEO, DSAG and Service Provider collectively.24) “Reports” means the reports prepared from time to time by the ServiceProvider in the format prescribed by CEO, DSAG.25) “Review Committee” means the committee consisting of the Secretary(Tribal Development Department), the CEO, DSAG and any other officer asdecided by Secretary (Tribal Development Department).26) “Service” means provision of all the services indicated at Article 6.27) “Total Accepted Contract Value” means the total value of services ascovered under this Agreement and agreed upon by the CEO, DSAG and theService Provider.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

ARTICLE - 3:Page 8 of 44CONDITIONS PRECEDENTThis Agreement shall come into force upon the satisfactory completion of the following:1) List of documents to confirm that the candidate is a Tribal candidate, who is eligible toget the service under this Agreement.ARTICLE-4:SERVICE QUALITY CHECKThe CEO, DSAG reserves the right to evolve a procedure of service quality checkingto ensure that the services provided by the Service Provider are as per the prescribednorms. The parameters to be included would be those listed in the ServicePerformance Requirements in Article-6.ARTICLE-5:CONTRACT PERIODThis service shall commence within 4 month of mobilisation period from the date ofsigning of the Agreement and shall continue thereafter for a period of 5 years.This service shall be reviewed by the D-SAG at the end of 5 years. The contract may beextended for further period as may be mutually decided. The terms and conditions forextension of the contract may be negotiated.ARTICLE-6:SERVICES TO BE OFFERED6.1 SERVICES TO BE PROVIDEDThe Service Provider will provide the following services: The Service Provider will identify and select the ST youth from the list providedby D-SAG on the website designated by them The Service Provider will assess the capability, job readiness, interest, etc. of theST youth through electronic, voice and /or paper and pen based assessmentsThe Service Provider will carry-out assessments of candidates/ST Youthsaspiring to get trained/get a job in a scientific manner so as to ensure selection ofthe right candidate for the right job and achieve a good job-employee fit andreduced attrition at the employer end.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 9 of 44 The Service Provider will counsel the ST youth in terms of inherent capabilities,skill-job fit, possible job openings, etc. Also counsel the ST youth into takingappropriate training course such that the ST youth employment opportunities areimproved.The Service Provider would undertake this activity with an outcome of acounseling session being either an alternative opportunity or the opportunity thecandidate would want to pursue, given his/her aptitude and interest, or a trainingsession that helps the candidate become job fit. Candidates/ST Youths that do not make a good job fit may be recommendedtraining in functional skill or attitudinal areas.[A]Based on the candidate’s assessment report, offer the candidate i.e. STYouth services - training (directly or through other DSAG approvedTraining Service Provider)[B]Offer placement to the trainees who have been trained by existing orother Training Service Providers of D-SAG or TDD but have notreceived employment and/or other related benefits..Training would be on key requirements like English Speaking, Communication &Personality Development, Selling Skills etc. as per the Skill Training Frameworkand Guidelines for Income and Skill Enhancement Projects in the ST areas ofGujarat which is available at(http://vanbandhukalyanyojana.gujarat.gov.in/Notes_PDF/4_5N-%20GSFC%20Skill%20Training%20Centre.pdf) The Service Provider will prepare the candidate/ST Youth for job interviews andhandhold for one year after employment. He will provide employment,handholding & reassessment, including re-location support services. 5% of thecandidates offered placement every year will be supported by extension of hand holdingand counseling services available to normal trainees for additional one year.The CEO, DSAG shall keep the Service Provider informed of the training agenciesactive in the area earmarked for them. If the Service Provider desires to release anadvertisement the cost of the same will be borne by the Service Provider. ServiceProvider shall maintain a database of all the ST youth identified and selected by themand provide the same to CEO, DSAG periodically.6.2 LOCATION OF TEECThe TEEC would be located in South Gujarat to service 21 talukas falling in theITDP areas. The location selected by the Service Provider should be such that STyouth have easy access. List of the 21 talukas falling in South Gujarat is given atAnnexure VI.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 10 of 44For far-flung ITDP areas, the Service Provider shall periodically arrange “YouthAssessment Camps”. Subsequent to the camps, the youth would remain in touch withthe Service Provider on telephone. The youth would not be expected to visit theService Provider office except for personal interviews with the prospective employers.6.3 PHYSICAL FACILITIESThe TEEC should have well furnished functional office with Reception Area,Electronic Queuing System, Interview Room, Library, Electronic Job Board and otherfacilities which the bidder feels necessary to enhance the performance of the TEEC.The Service Provider may take rented space to house the TEEC. The manpower mayinclude Co-Coordinators, Personnel Assessors, Test Administrators, CarrierCounselors, etc. The assessment of the job seekers may be carried out electronicallyon voice and/or paper & pen based. If any Bidder desires to provide facilities overand above those indicated above, the Bidder is free to do so.The Service Provider shall bring in at its own cost all the equipment required to set upa modern TEEC. DSAG shall not provide any financial funding for the capital costrequired to be made to provide the required services.The entire database created during provision of the service shall be in the digitalformat accessible to D-SAG as and when desired by it.The Service Provider shall set up, operate, manage and maintain the whole TEEC.6.4 ADDITIONAL AS WELL AS NEW CENTRES AND FACILITYIn the course of the contract period, if requirement is felt for creation of additionalcentre and/or expansion of the existing facility, the Service Provider would be boundto fulfil this requirement and would be paid separately for the same.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 11 of 446.5 TOLL-FREE HELPLINEThe Service Provider shall set up a toll free helpline with English/Gujarati/ Hindianswering capabilities to support such call volumes so as to ensure convenient accessto the Service Provider by the ST youth. The hotline will also provide access to labourmarket outsiders defined as those who are – less skilled, less educated, peoplelooking for job. This would function as assessment tool too.6.6 JOB PORTALService Provider will set up a web site / Job Portal in English/ Hindi and Gujarati.6.7 PHYSICAL TARGETSThe Service Provider would have to achieve the following targets for employment ofthe ST youth for the contract period:YearNumber of Youth to getEmployment per Annum1 st 5,0002 nd 10,0003 rd 15,0004 th 15,0005 th 15,000The above targets for employment of the ST youth will fulfill the condition that 40 %to 60 % of the number of youth to get employment per annum will be offered directplacement against the proposed annual targets. ST youth directly placed are youthoffered employment without any training whatsoever.6.8 CEO, DSAG FRAMEWORK MANUALSCEO, DSAG, an autonomous society promoted under the Tribal DevelopmentDepartment of Government of Gujarat, has to follow guiding principles whileimplementing every project intervention. These guiding principles have beenelucidated in form of “Frameworks Manual of Development Support Agency ofGujarat” They cover various aspects like:Sr.No.FRAMEWORKPURPOSEI Gender Framework Ensure equal participation of women at every level andalso reduce drudgery of women.II Monitoring Framework Provide predictability and improve quality of projectintervention.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 12 of 44III Fund Release Framework Bring better accountability and predictability in theoperations and dealings of implementing agency.IV Use of Symbols and Ownership of CEO, DSAG should receive correct credit for theAssets paid for by the projects extent of its support to the projects funded andsupported by CEO, DSAGmonitored by it.V Skill Training Framework Provide high quality and outcome oriented skilltraining.All the above frameworks are applicable to all project partners under Chief Minister’sTen Points Programme with amendments in the same from time to time. The detailsof all the Five Frameworks is available at the following link of the CEO, DSAGwebsite:http://vanbandhukalyanyojana.gujarat.gov.in/Ongoing_project/Frameworks%20Manual.pdf6.9 STANDBY COMPUTERS AND MANPOWERThe Service Provider will have to keep 5% of the total number of computers andother equipment and 10% of the total operational staff as standby for ensuringuninterrupted service to the ST youth.6.10 SERVICE PERFORMANCE REQUIREMENTSThe Service Provider will have to fulfill to the following service performancerequirements:1) The Service Provider will arrange for employment within three calendar monthfrom the date of the first contact with the ST youth. For ST youth requiringtraining, the period of three calendar months shall start after completion of theenvisaged training.2) Within a period of one year of ST Youth employment, there would not bemore than two breaks.6.11 PERFORMANCE REPORTINGThe Service Provider would be expected to collect Activity-level Performance Dataof the Tribal Employment Exchange Centers (TEECs) operating in Gujarat in theformat and parameters as desired by the CEO, DSAG from time to time. The ServiceProvider would be expected to present it to the CEO, DSAG from time to time asrequired by them. The responsibility of data collection on Monthly basis will be thatof the Service Provider.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

The Reports to be provided by the Service Provider are as follows:Page 13 of 44Sr.No.ActivityReport / Data to be submitted1 Job Hotline Monthly report of number of inbound phone calls from tribal area.Details of the inbound caller will be provided as and when desiredby DSAG.2 Job Portal Monthly Report of page views per month of thewww.gujarattribalrozgar.com3 Training Monthly report of all types of training at each center.4 Job Fair Monthly Report of tribal youth who attended Job Fair. Documentaryproof of tribal candidate, who has attended the Job Fair will beindicated in the Report and a copy of that document will retained bythe Service Provider.5 Placement (includingdirect and those trainedby service provider)Report of the directly placed candidates placed after one week ofemployment with the employer, based on the certificate ofemployment.Report of the trained candidates placed after one month ofemployment based on the certificate of employment.6 Handholding Quarterly Report of employment status of the candidate from theemployer.7 Self-employment Letter of the self employed candidate indicating his monthly incomefrom self employment, activity, address and contact details andgovernment registrations, if any.Note: Directly placed self employed candidates will not be considered for fulfilling the targetof placement / employment indicated at Article 6.76.12 SERVICE PROVIDER MANPOWERBy signing this Agreement, the Service Provider gives an undertaking that they wouldnot exploit their employees by underpaying them as compared to the prevailinggovernment prescribed minimum wages. For employees to whom governmentprescribed minimum wages are not applicable, comparable market wage-rates will beapplicable.ARTICLE - 7EXCLUSIONSThe decision of the CEO, DSAG with regards to the exclusion or otherwise shall befinal and binding on the Service Provider.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 14 of 44ARTICLE - 8PAYMENT TO THE SERVICE PROVIDERPayment to the Service Provider shall become due as per the following Table:Sr. No. Particulars Terms of payment1 Job Hotline and Job Portal Against monthly vouchers raised by ServiceProvider and submission of related monthlyreport2 Assessment & Re-assessment No payment to be made3 Repair-Training50 % of cost pertraineeAdvance on confirming the batch andsubmission of related monthly report25 % of cost pertraineeOn submission of placement report andsubmission of related monthly report25 % of cost pertraineeOn submission of hand-holding report andsubmission of related monthly report4 Counseling No payment to be made5 Job Fair & 50 % On submission of employment reportPlacement 50 % On submission of handholding report up to aperiod of 1 year6 Direct 50 % On submission of employment reportPlacement50 % On submission of handholding report up to aperiod of 1 yearAll the payments shall be released within 10 days of submission of all the required documentsby Service Provider and on certification of satisfactory completion of the work from D-SAG.ARTICLE - 9SCHEDULE OF IMPLEMENTATIONSl.No.The Service Provider is expected to commence operation for the ST Youth within 2months from the signing of the Agreement. The schedule of implementation would be asfollows:ProcessResponsibility Start Date End Date1 Identification of Infrastructure Teamlease 1-May-10 5-May-102 Visit Infrastructure and map current infrastructure withrequirement Teamlease 1-May-10 5-May-103 Identify infrastructure gap & Work a solution Teamlease 1-May-10 5-May-104 Provide location wise database DSAG Data available on the TribalDevelopment Dept. Website5 Screen existing database for Phase I Teamlease 1-May-10 31-May-106 Develop GTT portal Teamlease 1-May-10 30-Jun-107 Train Call Centre agents on the project requirements Teamlease 1-Jun-10 30-Jun-108 Identify staff for TEE Teamlease 25-May-10 10-Jun-109 Train and deploy staff at TEEs Teamlease 11-Jun-10 25-Jun-10Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 15 of 4410 Customize Assessments for the project Teamlease 15-May-10 15-Jun-1011 Translate Assessments in Gujarati for the project Teamlease 16-Jun-10 30-Jun-1012 Build Process Documentation Teamlease 1-Jun-10 30-Jun-1013 Map industry vis-à-vis skills Teamlease 1-May-10 5-May-1014 Develop Training content based on Pt. 13 Teamlease 16-May-10 30-Jun-1015 Commercial Activity at the First TEE Centre will Teamlease 15-Jun-10 25-Jun-10commence16 Get Training programs certified by authorities (SCVT /NCVT) Teamlease 15-Jul-10 30-Jul-1017 Generate walk-ins to theTEEs Teamlease 15-Jun-10 31-May-1518 Generate demand from local , regional and nationalindustries Teamlease 15-Jun-10 31-May-1519 Assessment candidates for job match Teamlease 15-Jun-10 31-May-1520 If candidates are employable, counsel them and sendthem for interviews Teamlease 15-Jun-10 31-May-1521 If candidates are not employable, counsel them fortraining Teamlease 15-Jun-10 31-May-1522 Conduct Trade specific training Teamlease 15-Jun-10 31-May-1523 Post training, conduct exit certification and sendcandidates for interviews Teamlease 15-Jun-10 31-May-1524 Provide periodic reports Teamlease 15-Jun-10 31-May-1525 Review progress Teamlease& DSAG15-Jun-10 31-May-15The components of the project namely Job Hotline, Job Portal and Job Fairs will beinitially provided for 3 months from the date of commence of commercially operation.The utility of these components will be reviewed by DSAG for further extension orremoval.ARTICLE – 10:REVIEW OF PERFORMANCEThe performance of the Service Provider shall be reviewed every six months by theCEO, DSAG and shall be comprehensively reviewed by the Review Committee aftercompletion of one year of the contract and whenever the Review Committee deemsfit. Both the parties shall have the right to refer to the Review Committee the aspectof the Agreement that they deem fit to refer. The Review Committee shall have theright to change any clause of this Agreement after due deliberations. The decision ofthe Review Committee shall be final and binding to both the parties.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

ARTICLE –11:COMMERCIAL ISSUESPage 16 of 44In the case of any financial liability to the Government of Gujarat, CEO, DSAG willrefer the matter to Finance Department, Government of Gujarat and reserves the rightto review the Agreement after three months or as and when deemed fit by it.The CEO, DSAG will not award a tender, execute any contract and/ or enter into anyarrangement, written or oral, with any other entity for rendering services of ScheduleTribe (ST) Youth Employment Exchange Service Provider for ITDP as detailed inthis Agreement for the Contract Period.The Service Provider shall provide audited copies of accounts every year to the CEO,DSAG on or before 31 st (Thirty First) July.All the aspects which are not covered in this Agreement, including aspects like timeand cost overruns/ technical changes will be decided by the CEO, DSAG or ReviewCommittee.ARTICLE –12:LABOUR LAWSi) An Employee with any designation such as Agent, Executive, Manager,Operator, Co-ordinator shall be deemed to be an employee of the ServiceProvider and all the responsibilities related to them will be solely of the ServiceProvider. CEO, DSAG will be in no way responsible for them.ii)iii)The Service Provider shall ensure adherence to Minimum Wages Act, Actsrelating to Child Labour, Industrial Disputes Act, Company Law and all otherActs applicable to a public limited company.The Bidder shall be responsible for all statutory obligations/ liabilities likeSalary, ESI. PF, etc. as per Labour Laws and other relevant laws in vogue forthe manpower employed for e-GVG projectARTICLE –13:PENALTIESThe CEO, DSAG will levy a maximum of 10% of the Total Accepted Contract Valueper annum due to the Service Provider for the services provided by the Service Providerin case the Service Provider fails to provide the services specified in Article 6 and 14.1of this Agreement in the pre-confirmed time schedule in one year.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 17 of 44In case the Service Provider fails to provide the services specified by the CEO, DSAG inthe pre-confirmed time schedule the CEO, DSAG shall decide the quantum of penaltyand it shall be binding and final.On the Service Provider failing to provide the service indicated in this Agreement theCEO, DSAG may get them attended by any other agency at the risk and cost, atprevailing market rates, of the Service Provider and the same will be recovered from theService ProviderOn the Service Provider failing to rectify the faults, the CEO, DSAG may get themattended/rectified by any other agency at the risk and cost of the Service Provider andthe same will be recovered from the Service Provider. The CEO, DSAG shall terminatethe contract on evidence of persistent non-performance by the Service Provider bygiving one-month notice.ARTICLE - 14OBLIGATIONS AND UNDERTAKINGS14.1 Obligations of Service Provideri) The Service Provider shall appoint, an authorised person as “Co-ordinator -Service Provider” to co-ordinate with the CEO, DSAG in all matters related toService Provider for the successful implementation of the Project and to beresponsible for all necessary exchange of information.ii)iii)iv)The Service Provider shall provide all assistance to the CEO, DSAGrepresentative/s as they may reasonably require for the performance of theirduties and services.The Service Provider shall provide to the CEO, DSAG reports on a regularbasis during the Implementation Period and the Contract Period.The Service Provider shall appoint, supervise, monitor and control theactivities of Service Provider under their respective agreements as may benecessary.v) The Service Provider shall be responsible for all statutory obligations/liabilities like Salary, ESI. PF, etc. as per Labour Laws for the manpoweremployed for ITDP project.14.2 Obligations of CEO, DSAGi) The CEO, DSAG shall grant in a timely manner all such approvals, permissionsand authorisations that the Service Provider may require or is obliged to seek inconnection with implementation of the Project and the performance of the ServiceProvider obligations.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

ii)iii)iv)Page 18 of 44CEO, DSAG shall provide adequate enclosed facilities at the TalukaInformation Centre so as to ensure reliable security to all the materials of theService Provider. However the CEO, DSAG shall not be liable to make goodany loss from the enclosed facilities. The CEO, DSAG will allow the ServiceProvider to deploy theirsecurity personnel, if required.The CEO, DSAG shall appoint, an authorised person as ‘Coordinator – CEO,DSAG’ to coordinate with the Service Provider in all matters related to CEO,DSAG for the successful implementation of the project and to be responsible forall necessary exchange of information required.v) The CEO, DSAG shall issue required instructions to the Taluka DevelopmentOfficer to process the bill received from the Service Provider within 4 workingdays after receipt of bill and required clarifications and data.ARTICLE-15:REPRESENTATIONS AND WARRANTIES15.1 The Service Provider warrants that:The Service Provider represents and warrants (which representations and warrantiesshall survive the execution and delivery of this Agreement) that:(a)(b)(c)(d)It is a company duly organized and validly existing under the laws of Indiaand has all requisite legal power and authority and corporate authorisations toexecute this Agreement and carry out the terms, conditions and provisionshereof;It has in full force and effect all requisite clearances, approvals and permitsnecessary to enter into this Agreement and perform its obligations hereof;This Agreement and the transactions and obligations hereof do not contravene itsconstitutional documents or any law, regulation or government directive and willnot contravene any provisions of, or constitute a default under, any otherAgreement or instrument to which it is a party or by which it or its property maybe bound or any of its obligations or undertakings by which it or any of its assetsare bound or cause a limitation on its powers or cause it to exceed its authorizedpowers;There is no pending or threatened actions, suits or proceedings affecting theService Provider or its affiliates or any of their respective assets before a court,governmental agency, commission or arbitrator or administrative tribunal whichaffects the Service Provider‘s ability to perform its obligations under thisAgreement; and neither any of its affiliates have immunity from the jurisdiction ofa court nor from legal process (whether through service of notice, attachment priorto judgment, attachment in aid of execution or otherwise).Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

(e)(f)Page 19 of 44The Service Provider confirms that all representations and warranties of the setforth in this Agreement are true, complete and correct in all respects.No information given by the Service Provider in relation to this Agreement,System documents or any document comprising security contains any materialmisstatement of fact or omits to state as fact which would be materially adverse tothe enforcement of the rights and remedies of CEO, DSAG or which would benecessary to make any statement, representation or warranty contained herein ortherein true and correct.15.2 Representation and Warranties by CEO, DSAGCEO, DSAG represents and warrants to the Service Provider that:(a) It has full legal right, power and authority to provide training and placementservice at the TEEC and to enter into and perform its obligations under thisAgreement and there are no proceedings pending.(b) This Agreement has been duly authorized, executed and delivered by CEO,DSAG and constitutes valid, legal and binding obligation of CEO, DSAG.(c) The execution and delivery of this Agreement with the Service Provider do notviolate any statutory judgement, order, decree or regulation right or obligation orrule of any court, government authority or arbitrator of competent jurisdictionapplicable in relation to CEO, DSAG, its assets or its administration.ARTICLE –16:TERMINATION16.1 Service Provider’s Event(s) of DefaultThe following will be considered to be the events of default of the Service Provider:a) If the Service Provider fails to commence the desired services within the timeperiod (s) specified in the Agreement, or within any extension thereof granted byCEO, DSAG in writing.b) The Service Provider fails to achieve any or all of the agreed services as perArticle 6 and 14.1 of this Agreement.c) If the Service Provider fails to perform any other obligation(s) under theAgreement.d) If the Service Provider, in the judgement of CEO, DSAG has engaged in corruptor fraudulent practices in competing for or in executing the Agreement.e) If the Service Provider, in the judgement of CEO, DSAG, uses the TEEC foractivities other than that defined for the Agreement.16.2 CEO, DSAG’s Event(s) of DefaultThe following shall be construed as the Events of Default on the part of CEO, DSAG:Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 20 of 441) The expropriation, compulsory acquisition, requisition or nationalization by anyIndian Governmental Instrumentality of any material assets of the Service Providerrelating to the services to be provided at the TEECs.2) In the event the CEO, DSAG fails to perform its other obligations under theAgreement.3) In the event the CEO, DSAG has breached any of the covenants, undertaking, termsor conditions of the Agreement.4) In the event the CEO, DSAG has made any misrepresentation in the Agreement.16.3 Consequences of Default(i)(ii)(iii)On the occurrence of event of default other than 16.1(f), the CEO, DSAGshall give default notice to show cause within 4 weeks. The Service Providershall be allowed six weeks time to cure such default (hereinafter referred to asCure Period). In the event the default is not remedied within the Cure Period,the CEO, DSAG shall have the right to terminate the Agreement at itsdiscretion .On the occurrence of CEO, DSAG event of default, the Service Provider shallgive default notice to the CEO, DSAG to show cause within 4 weeks. TheCEO, DSAG shall be allowed six weeks time to cure such default (hereinafterreferred to as “Cure Period”). In the event the default is not remedied withinthe Cure Period, the Service Provider shall have right to terminate theAgreement at its discretionThe Service provider shall be liable to terminate this agreement forthwith andsuspend all services thereof if the CEO, DSAG fails to make payments of theinvoices raised by the Service Provider with a period of 30 days from the dateof receipt of invoice16.4 Termination for InsolvencyIf the Service Provider becomes bankrupt or otherwise insolvent, CEO, DSAG may atany time terminate the Agreement by giving written notice of 30 (Thirty) days to theService Provider. In such event, termination will be without compensation to theService Provider, provided that such termination shall not prejudice or affect anyright of action or remedy, which has accrued or will accrue thereafter to CEO, DSAG.16.5 Termination for ConvenienceIn the event the Parties decided mutually to terminate the Agreement, the proposingParty shall give a notice of 30 (Thirty) days to the other Party for termination and inService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 21 of 44the event that it is acceptable by the other Party, the other Party shall give its writtenconsent for the same and the Agreement shall stand terminated with immediate effect.16.6 Force Majeure TerminationIn case the period of Force Majeure lasts for more than 3 (three) months from theoccurrence of the event of force majeure, whether such force majeure event occursbefore or after commissioning of the services under the Agreement, either party shallhave the right to terminate this Agreement by a written notice of 15 (fifteen) days tothe other party.16.7 Remedy available to CEO, DSAG for’s Event(s) of DefaultDeleted: for ’sIn the event CEO, DSAG terminates the Agreement in whole or in part, CEO, DSAGmay procure, upon such terms and in such manner as it deems appropriate, servicessimilar to those undelivered.16.8 Right of Legal RecourseThe option of termination as detailed in this article shall not prejudice the rights ofeither Party to seek legal recourse under this Agreement of any law for the breach ofAgreement, covenants, obligations, and for misrepresentations of the respectiveParties.ARTICLE - 17:FORCE MAJEURE17.1 Force MajeureForce Majeure shall mean any event or circumstances or combination of events orcircumstances that materially and adversely affects, prevents or delays any Party inperformance of its obligation in accordance with the terms of this Agreement, but only ifand to the extent that such events and circumstances are not within the affected Party’sreasonable control, directly or indirectly, and effects of which could have been preventedthrough Good Industry Practice or, in the case where construction activities throughreasonable skill and care, including through the expenditure of reasonable sums of money.Any events or circumstances meeting the description of the Force Majeure, which haveService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 22 of 44same effect upon the performance of any contractor, shall constitute Force Majeure withrespect to the Service Provider. The Parties shall ensure compliance of the terms of thisAgreement unless affected by the Force Majeure Events.The Service Provider shall not be liable for forfeiture of its Implementation Guarantee,Performance Guarantee, levy of Penalties, or termination for default if and to the extentthat its delay in performance or other failure to perform its obligations under theAgreement is the result of Force Majeure.17.2 Force Majeure EventsThe Force Majeure circumstances and events shall include the following events to theextent that such events or their consequences (it being understood that if a causingevent is within the reasonable control of the affected Party, the direct consequencesshall also be deemed to be within such Party’s reasonable control) satisfy thedefinition as per of this Agreement.Without limitation to the generality of the foregoing, Force Majeure Event shallinclude following events and circumstances and their effects to the extent that they, ortheir effects, satisfy the above requirements:17.2.1 Natural events (“Natural Events”) to the extent they satisfy the foregoingrequirements including:(a) Any material effect on the natural elements, including lightning, fire,earthquake, cyclone, flood, storm, tornado, or typhoon;(b) Explosion or chemical contamination (other than resulting from an act ofwar);(c) Epidemic such as plague; any event or circumstance of a nature analogous toany of the foregoing.17.2.2 Other Events (“Political Events”) to the extent that they satisfy the foregoingrequirements including:Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

(a)Page 23 of 44Political events, which occur inside the State of Gujarat or involve directly theState Government and the Central Government (“Direct Political Event”),including:(i)Act of war (whether declared or undeclared), invasion, armed conflictor act of foreign enemy, blockade, embargo, revolution, riot,insurrection, civil commotion, act of terrorism or sabotage;(ii)(iii)Strikes, work to rule, go-slows which are either widespread, nationwide,or state-wide and are of political nature;any event or circumstance of a nature analogous to any of theforegoing; and(b)Political Events which occur outside the State of Gujarat and the Republic of Indiaand do not involve the State Government and/or the Central Government(“Foreign Political Events” or “Indirect Political Events”) including, but notlimited to:(i)(ii)Act of war (whether declared or undeclared), invasion, armed conflict oract of foreign enemy, blockade, embargo, revolution, riot, insurrection,civil commotion, or act of terrorismStrikes, work to rule, go-slows;(iii)Any event or circumstance of a nature analogous to any of the foregoing.17.3 Force Majeure ExclusionsForce Majeure shall not include the following event(s) and/or circumstances, exceptto the extent that they are consequences of an event of Force Majeure :(a)(b)(c)(d)Unavailability, late delivery, or changes in cost of the System related Sparepartsand consumables.Delay in the performance of any contractor, sub-contractors or their agents;Non-performance resulting from normal wear and tear of the materials andHardware; andNon-performance caused by, or connected with, the Affected Party’s:Negligent or intentional acts, errors or omissions; and/or failure to comply withan Indian law or Indian Directive; and/or breach of, or default under thisAgreementService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 24 of 4417.4 Procedure for calling Force Majeure17.4.1 The Affected Party shall notify to the other Party in writing of the occurrence of theForce Majeure as soon as reasonably practicable, and in any event within 5 (five)days after the Affected Party came to know or ought reasonably to have known, of itsoccurrence and that the Force Majeure would be likely to have a material impact onthe performance of its obligations under this Agreement.Any notice pursuant to Article 22.4.1 shall include full particulars of:i) The nature of each Force Majeure Event which is the subject of any claim forrelief under this Agreement;ii)iv)The effect which such Force Majeure Event is having or is likely to have onthe Affected Party’s performance of its obligations under this Agreement;The measures which the Affected Party is taking, or proposes to take, toalleviate the impact of the Force Majeure Event and restore the performanceof its obligations under this Agreement which are affected; and any otherinformation relevant to the Affected Party’s claim.17.4 Procedure for Claiming Relief17.5.1 Where an Affected Party claims relief on account of Force Majeure Event then, therights and obligations of both Parties under this Agreement shall be suspended to theextent that they are affected by such Force Majeure Events.17.5.2 In the event of Force Majeure:(a) The Affected Party shall use its best efforts to minimise the effects of ForceMajeure and remedy any inability to perform due to Force Majeure;(b)(c)The Affected Party shall provide weekly written reports to the other Partyregarding its progress in overcoming the adverse effects of the Force Majeureevent;The Affected Party shall, as soon as reasonably practicable after claiming suchrelief, provide the other Party with written notice containing such informationas may be reasonably required to justify the claim for relief due to ForceMajeure;Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

(d)(e)Page 25 of 44The Affected Party shall claim in respect of physical loss or damage resultingfrom the event constituting Force Majeure which are available from Insurancepursuant to any Insurance maintained by the Affected Party and ensure suchclaims are made as soon as is reasonably possible and that the proceeds of anysuch Insurance claims are applied to remedy the effects of the event constitutingForce Majeure as soon as is reasonably possible; andThe Affected Party shall, at its own cost, take all steps reasonably required torestore its ability to perform its obligations under this Agreement as soon aspossible, including the re-commissioning of any affected part of the equipmentof TEECs.17.5.3 When the Affected Party is able to resume performance of its obligations under thisAgreement, it shall promptly give the other Party written notice to that effect. In noevent shall the suspension of performance be of greater scope and of longer durationthan is necessitated by Force Majeure.17.6 Extensions due to Force MajeureNeither Party shall be responsible or liable for, or deemed to be in breach of thisAgreement because of any failure or delay in complying with its obligations under thisAgreement, due solely to one or more events of Force Majeure, and the periodsallowed for the performance by the Parties of such obligation(s) shall be extended on aday-for-day basis from the date of the event of Force Majeure provided that no reliefshall be granted to the Affected Party to the extent that such failure or delay wouldhave nevertheless been experienced by the Party had such Force Majeure event notoccurred.17.7 Termination as a result of Exceptional EventNotwithstanding anything contained herein, in case the period of Force Majeure lastsfor more than 3 (three) months from the occurrence of the event of force Majeure,whether such force Majeure event occurs before or after commissioning of theService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 26 of 44services under this Agreement, either party shall have the right to terminate thisAgreement by a written notice of 15 (fifteen) days to the other party.The Service Provider shall give notice to the CEO, DSAG of:(i) The cessation of the event or circumstance of Force Majeure being claimed; and(ii) The cessation of the effects of the event or circumstance of Force Majeurebeing claimed on the enjoyment by such Party of its rights or the performanceof its obligations pursuant to the Agreement, as soon as possible after becomingaware thereofARTICLE -18:OWNERSHIPNone of the physical facilities created and manpower recruited by the Service Providerunder this Agreement shall be transferred to D-SAG.The ownership of the data base as and when created in the course of the execution of thework under this Agreement during the contract period without any liability will beautomatically vested with the D-SAG.ARTICLE -19:INDEMNIFICATION(a)Each Party (“Indemnifying Party”) shall indemnify the other party from any or alldamages, losses, penalties, expenses and costs arising from, based on, related to orassociated with the inaccuracy of any representation or covenant set forth in thisAgreement or the breach of or failure to perform or satisfy any of the provisions ofthis Agreement or for loss of or damage to property, death or injury to person.(b)The Service Provider shall indemnify the CEO, DSAG from all losses, claims, causes ofaction, damages, liabilities, fines, penalties and expenses of all kinds (including legalexpenses, court fees and professional advisory service expenses) arising from or out of anyadverse claims of any and all persons of the Service Provider. Service Provider19.1 Notwithstanding anything expressed or implied in this Agreement to the contrary:Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 27 of 44(1) Neither Party shall be liable to the other Party in Agreement, tort, warranty,strict liability or any other legal theory in respect of any cost, expense, loss ordamage of an indirect, consequential, incidental, punitive or exemplary naturesuffered by the other including but not limited to loss of use of property,Agreement, production, revenue or goodwill or cost of business interruptionor increased costs of working howsoever arising including but not limited tothe default or sole or concurrent negligence of a Party and whether or notforeseeable at the date of this Agreement.(2) The parties shall indemnify, defend and hold the other harmless against anyand all third party claims.(3) Such indemnity shall not extend to any loss, death or injury or any expensesrelating thereto to the extent that it was caused by any act or omission ofeither party or the failure of either party to take reasonable steps in mitigationthereof.(4) Such indemnity shall not be applicable to any loss, damage, cost or expense inrespect of, and to the extent that either party is compensated pursuant to theterms of any other Agreement or under any policy of insurance.19.2 For the purpose of this Article:(1) The CEO, DSAG shall include all persons directly or indirectly associatedwith CEO, DSAG.(2) The Service Provider shall include all persons directly or indirectly associatedwith Service Provider.19.3 Nothing in this Article whether expressed or implied shall relieve either Partyof any express obligation to make any payment due to the other Party under thisAgreement.19.4 Notwithstanding anything to the contrary mentioned elsewhere in this Agreement orany exhibit, schedule or attachment hereto, Service Provider’s total liability under thisAgreement shall be limited to the value of the services delivered in a particularTaluka in the preceding one month from the date of any damages or losses sufferedby the CEO DSAG.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

ARTICLE – 20:Page 28 of 44ASSIGNMENT & SUB-CONTRACTS1. The Service Provider shall not assign, in whole or in part, its rights and obligations toperform under this Agreement to a third party, except with the prior written consentfrom CEO, DSAG.2. Provided however that no such consent of CEO, DSAG shall be required, when anassignment by the Service Provider is the result of, and part of, a corporateacquisition, merger or reorganisation or to an affiliated entity; provided that suchentity shall not be relieved of the obligations of the Service Provider under thisAgreement.3. Subcontracts:The Service Provider shall not subcontract any of the services they are expected to providein this Agreement. The Service Provider shall ask for permission in writing from the CEO,DSAG for any subcontract he desires to award under this Agreement. Such permissionshall not relieve the Service Provider from any liability or obligation under the Agreement.The Service Provider shall fully indemnify CEO, DSAG for any claims/damageswhatsoever arising out of the subcontracts.ARTICLE 21:RESOLUTION OF DISPUTESi) If any dispute arises between the Parties hereto during the subsistence or thereafter, inconnection with the validity, interpretation, implementation or alleged material breachof any provision of this Agreement or regarding a question, including the questions asto whether the termination of this Agreement by one Party hereto has been legitimate,both Parties hereto shall endeavor to settle such dispute amicably. The attempt tobring about an amicable settlement is considered to have failed as soon as one of theParties hereto, after reasonable attempts [which attempt shall continue for not less than30 (thirty) days], give 15 (Fifteen) days notice thereof to the other Party in writing.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 29 of 44ii) In the case of such failure the dispute shall be referred to a sole arbitrator or in case ofdisagreement as to the appointment of the sole arbitrator to three arbitrators, two ofwhom will be appointed by each Party and the third appointed by the two arbitrators.iii) The place of the court of arbitration shall be Ahmedabad, Gujarat.iv) The arbitration proceeding shall be governed by the arbitration laws of India.v) The proceedings of arbitration shall be in English language.vi) The arbitrator’s award shall be reduced in writing. The court of arbitration shall alsodecide on the costs of the arbitration procedurevii) The Parties hereto shall submit to the arbitrator’s award and the award shall beenforceable in any competent court of law.ARTICLE 22:CHANGE IN LAWIn the event of any Change in Law that affects the performance of the Service Provider,the Service Provider shall be given the benefit or burden resulting from such Change inLaw.ARTICLE –23:PERFORMANCE GUARANTEEThe Service Provider has submitted to CEO, DSAG Bank Guarantee of Rs.1, 51, 90,000(Rupees One Crore Fifty One Lakh Ninety Thousand only). which is 2% of theTotal Accepted Tender Value of Rs.75, 95, 00,000 (Rupees Seventy Five CroreNinety Five lac only) as Performance Guarantee.The Performance Guarantee of the Service Provider shall be refunded on completion of180 days from the date of expiry of the contract period and on satisfaction of the CEO,DSAG for execution of the work and settlement of disputes, if any.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

ARTICLE –24:Page 30 of 44LIQUIDATED DAMAGESIn the event of failure of the Service Provider to secure acceptance by the CEO, DSAGbefore the commencement date as prescribed by the CEO, DSAG, the CEO, DSAG reservesthe option to recover from the Service Provider as liquidated damages and not by way ofpenalty, upto 10% of the Total Accepted Contract Value of the Service to be rendered at eachTribal Employment Exchange Center (TEEC) for the period after the said commencementdate, until acceptance without prejudice to other remedies under this Agreement.ARTICLE – 25:MISCELLANEOUS PROVISIONSHeadingsThe headings of the Articles in this Agreement are inserted for convenience ofreference only and shall not affect the meaning or construction of the Articles of theAgreement; Where the sense requires words denoting the singular shall also includethe plural and vice versa.Entire AgreementThis Agreement and the Annexures attached hereto are intended by the parties as the finalexpression of their Agreement and are intended also as a complete and exclusive statementof the terms of their Agreement.Third Party BeneficiariesNeither the CEO, DSAG or the Service Provider intend for the provisions of thisAgreement to benefit any third party. No third party shall have any right to enforce theterms of this Agreement against the Service Provider or CEO, DSAG.Amendment to the AgreementAmendments to the Agreement may be made by mutual agreement by both the parties.No variation in or modification in the terms of Agreement shall be made except by writtenamendment signed by both the parties.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

SeverabilityPage 31 of 44In the event where any of the provisions, or portions or applications thereof, of thisAgreement are held to be unenforceable or invalid by any court of competent jurisdiction,CEO, DSAG and Service Provider shall mutually agree upon a reasonable adjustment insuch provisions of this Agreement with a view toward effecting the purpose of suchprovisions of this Agreement, and the validity and enforceability of the remainingprovisions, or portion or applications thereof, shall not be affected thereby.Applicable LawThe Agreement shall be in accordance with appropriate with Laws of India.Use of Agreement Documents and Information(i)(ii)(iii)The Service Provider shall not without prior written consent from CEO, DSAGdisclose the Agreement or any provision thereof or any specification, plans,drawings, pattern, samples or information furnished by or on behalf of CEO,DSAG in connection therewith to any person other than the person employed bythe Service Provider in the performance of the Agreement. Disclosure to any suchemployee shall be made in confidence and shall extend only so far as may benecessary for such performance.The Service Provider shall not without prior written consent of CEO, DSAG makeuse of any document or information made available for the System except forpurposes of performing the Agreement.All TEEC related documents issued by CEO, DSAG other than the Agreementitself shall remain the property of CEO, DSAG and Originals and all copies shallbe returned to CEO, DSAG on completion of the Service Provider’s performanceunder the Agreement, if so required by the CEO, DSAG.Governing LanguageAll correspondence and documents pertaining to the Agreement that are exchanged by theparties shall be written in English language.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

NoticesPage 32 of 44Any notice given by one party to the other pursuant to this Agreement shall be sent to theother party in writing or by E-mail, Telegram or facsimile and confirmed in writing to theother party’s address.A notice shall be effective from the date on which the notice in writing is deliveredor tendered or affixed at a conspicuous place whichever is earlier.IN WITNESS whereof, the parties to this Agreement have signed on the date first abovewritten in the presence of the following witnesses:Signed By:Witnesses:For & behalf ofCEO, DSAG, Gujarat State___________________________----------, Government of Gujarat(Authorised Signatory)Office of CEO, DSAGGujarat State, AhmedabadFor & behalf of________________________________ Pvt . Ltd.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Page 33 of 44I LIQUIDATED DAMAGES (Article 24)Annexure – IDetails of Liquidated DamagesQuantum of Liquidated Damages, due to delay in commencement of service at each TribalEmployment Exchange Center (TEEC) from pre-confirmed mutually agreed date.Up to 10 working days : 2.5% of Quarterly payment11 working days to 20 working days : 5% of Quarterly payment21 to 30 working days : 10% of Quarterly paymentService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Annexure – IIPage 34 of 44List of Facilities to be set-up at Tribal Employment Exchange Center (TEEC)Sl. No.Requirement1 Reception, Registration & Waiting Area2 Assessment3 Counselling & Placement Area4 Discussion Room5 Training Hall6 Computer Lab7 Back Office8 Library & Document Area9 Centre Manager Room10 FacilitiesService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Annexure – IIIProcess Flow DiagramPage 35 of 44Note: VTU indicated in the Process Flow Diagram above is same as TEEC referred to in thisAgreementService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Annexure – IVPage 36 of 44ST Youth Employment Exchange ProjectComprehensive Organization ChartProject LeaderTrainingHeadSalesHeadPlaceme Trainernt HeadADM & A/c.HeadCenterManagerPlacementOfficerFrontOfficeExecutiveSalesExecutivePlacementHeadService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Annexure – VPage 37 of 44Rate Schedule for payment to be made to theService Provider for Services rendered under this AgreementSr.No.Particulars Unit Price1 Job Hotline (60012345)For 10,000 and 15,000 and = 25,000 minute duration per month upto amax. of 50,000 minute duration per month2 Job Portal (www. gujarattribalrozgar.com)Launch cost (one time)For 1 Lakh and 2 Lakh and 3.5 Lakh and 5 Lakh page views per monthRs. 50,000 per monthRs. 70,000 per monthRs. 1,00,000 per monthRs. 1,50,000 per monthNo PaymentRs. 20,000 per monthRs. 40,000 per monthRs. 52,500 per monthRs. 75,000 per monthRs. 1,00,000 per month3.1 Assessments & Re-assessments (1,50,000 candidates) No Payment3.2 Repair – Training Average of 160 hours of training per candidate,for 45,000 candidatesRs 9600 per candidateRepair – Training Interview Preparation, for 45000 Rs 300 per candidateRepair – Training Interview attendance, for 40000 Rs 200 per candidateRepair – Training Trained Placements, for 30000 Rs 4500 per candidate3.3 Counseling As and when required No Payment3.4 Job Fair For 2000 and 5000 and 8000 and 10000 candidates Rs. 120,0004.0 Direct Placement For candidates directly placed without training Rs. 5500 per candidateThe rates indicated are all inclusive and are valid for the contract period.Service Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP

Annexure – VIList of 21` Tribal Talukas Falling in South GujaratPage 38 of 44Sr.No.Tribal TalukaValsad District1 Dharampur2 Kaprada3 Pardi4 Umargam5 ValsadSurat District6 Bardoli7 Mahuva8 Mandvi9 Mangrol10 Nizar11 Songadh Taluka12 Uchchhal Taluka13 Umarpada14 Valod Taluka15 Vyara TalukaNavsari District16 Chikhli17 VansdaNarmada District18 Dediapada19 Nandod20 Sagbara21 TilakwadaService Level Agreement for Scheduled Tribe (ST) Youth Employment Exchange Service Provider (SERVICE PROVIDER)under ITDP