TECHNICAL SERVICES AGREEMENT (Indian Representatives of Suppliers

TECHNICAL SERVICES AGREEMENT (Indian Representatives of Suppliers)

THIS TECHNICAL SERVICES AGREEMENT, effective as of [____________] (the “EFFECTIVE DATE”), is entered into between Reliance Industries Limited (“BUYER”) and [MAN Turbo India Private Limited____________] (“SELLER”).

BUYER and SELLER are individually referred to as a “PARTY” and jointly as the “PARTIES”.

A. WHEREAS, BUYER has placed PURCHASE ORDER upon SELLER for thesupply of GOODS.

B. WHEREAS, incidental to the supply of GOODS, BUYER desiresSELLER to provide SERVICES with respect to GOODS supplied anddelivered by SELLER as described herein and SELLER is willingto provide such SERVICES independently to BUYER in accordancewith the terms and conditions of this AGREEMENT.

NOW, THEREFORE, in consideration of the mutual provisions containedherein, the receipt and sufficiency of which are herebyacknowledged, the PARTIES agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions.

(a) “AFFILIATE” means any PERSON, which directly orindirectly, CONTROLS a PARTY, or which is directlyor indirectly CONTROLLED by a PARTY, or which is,along with a PARTY, directly or indirectly, undercommon CONTROL of any other PERSON.

For the purposes of this definition of “AFFILIATE”,“CONTROL” and its derivatives mean either legal orbeneficial ownership by one party of the majority ofthe voting securities or voting interests (or otherownership interest, if not a corporation) of theother party, or the power to direct, influence,administer and dictate policies of the other party,or control the composition of the board of directorsor managers, by virtue of any contractualarrangements or otherwise, and the term “CONTROLLED”shall have a corresponding meaning.

1TSA for Indian vendor representative at site. Revision 0 3 December 2012

(b) “AGREEMENT” means this TECHNICAL SERVICES AGREEMENT,together with all ANNEXURES and other documentsattached hereto, as the same may be amended ormodified from time to time as set forth herein.

(c) “ANNEXURES” means ANNEXURE A, and ANNEXURE Battached hereto, and any additional documents thatmay belabelled as an annexure and attached heretofrom time to time.

(d) “APPLICABLE LAW” means, with respect to anynational, federal, regional, state, provincial,town, city, municipal or other jurisdiction, anyconstitutional provision, law, statute, rule,regulation, ordinance, treaty, order, decree,judgment, decision, certificate, injunction,registration, license, permit, authorization,guideline, governmental approval, consent orrequirement of any GOVERNMENTAL AUTHORITY of suchjurisdiction, as construed from time to time by anyGOVERNMENTAL AUTHORITY of such jurisdiction.

“APPLICABLE PERMIT” means any license, authorization, certification, filing, recording, permit or other approval with or of any GOVERNMENTAL AUTHORITY, including, without limitation, each and every environmental, construction or operating permit,entry permits, visas, security permits, and any agreement, consent or approval from or with any other PERSON that is required by any APPLICABLE LAW or that is otherwise necessary for the performance of SERVICES.


(e) “ASSIGNED PERSONNEL” mean all personnel of SELLERassigned to provide SERVICES.

(f) “AUTHORIZED REPRESENTATIVES” means therepresentatives of BUYER or SELLER, as the case maybe, who are duly empowered and authorized by theirrespective organizations to act for and on behalf ofBUYER or SELLER, as applicable. Each PARTY maychange its AUTHORIZED REPRESENTATIVES from time totime by written notice to the other PARTY.

(g) “BUYER” is defined in the preamble and includes itssuccessors and permitted assigns.

(h) “BUYER INDEMNITEES” means BUYER and its AFFILIATES,and their respective directors, officers, employees,servants, agents, contractors, consultants,customers, and clients.

(i) “DELIVERABLES” means any and all documents ormaterials (including training material) to beprepared, delivered or provided by SELLER in anyform, including in electronic or printed form, aspart of SERVICES, and in any other results ofSERVICES under this AGREEMENT, except for SELLER’SIP incorporated therein.

(j) “EFFECTIVE DATE” is defined in the preamble to thisAGREEMENT.

(k) “GOODS” means the goods covered in the scope ofsupply of SELLER in PURCHASE ORDER.

(l) “GOOD INDUSTRY PRACTICE” means the exercise of thatdegree of skill, diligence and prudence which isexpected from a skilled, experienced andinternationally recognized and reputable contractorengaged in the same type of undertaking undersimilar circumstances and acting generally inaccordance with the prevailing laws, rules,regulations, codes and industry standards.

(m) “GOVERNMENTAL AUTHORITY” means any national,federal, regional, state, province, town, city,municipal or other government, or otheradministrative, regulatory or judicial body of anyof the foregoing.


(n) “INTELLECTUAL PROPERTY RIGHTS” mean any patent,patentable claim, copyright (including rights incomputer software), trademark, service marks, tradenames, trade dress, trade secret, design, logos,circuit layout, know-how, database rights, rights ofauthorship, inventor-ship and publicity, inventions,mask work rights, moral rights, and allapplications, registrations and renewals inconnection with any of the above and any otherproprietary or intellectual property rights existinganywhere in the world, whether registered orunregistered.

(o) “LOSSES” mean damages, losses, claims, liabilities,amounts paid in settlement, and other costs andexpenses, including without limitation reasonableattorney’s fees and costs, whether or not a lawsuitor other proceeding is filed.

(p) “PERSON” means an individual, corporation,partnership, limited liability company, trust,business trust, association, joint stock company,joint venture, pool, syndicate, sole proprietorship,unincorporated organization, GOVERNMENTAL AUTHORITYor any other form of entity not specifically listedherein.

(q) “PROJECT “or “PLANT” means any plant, specificproject, enterprise, endeavour or all otherdevelopment activities undertaken by or on behalf ofBUYER to which the supply of GOODS relates, asspecifically named in the PURCHASE ORDER means [<>].

(r) “PURCHASE ORDER” means Purchase Order No. [_____]dated [______].

(s) “SELLER” is defined in the preamble and includes itssuccessors and permitted assigns.

(t) “SELLER GROUP” means SELLER, its AFFILIATES and SUB-CONTRACTORS and their respective officers,directors, employees, servants and agents.

(u) “SELLER’S IP” means all preexisting tools, methods,processes, know-how and other similar materialsowned or controlled by SELLER and all INTELLECTUALPROPERTY RIGHTS therein.


(v) “SERVICES” means, all services, including allDELIVERABLES to be provided by SELLER pursuant tothis AGREEMENT, including supervision, technicalassistance, guidance and direction to be provided bySELLER at SITE during installation, pre-commissioning and commissioning of GOODS. so as toensure that GOODS become fully operational inaccordance with BUYER’S requirements, and that GOODS(i) operate according to all design parameters andspecifications; and (ii) meet all warranties,performance and quality guarantees or standards, asspecified in PURCHASE ORDER.

(w) “SITE” shall mean the land or premises on / at whichthe PLANT is to be or is set up or erected, as thecase may be, and any surrounding land or premisesdesignated by BUYER as being within the SITE. Foravoidance of doubt, SITE shall include off shoresites as designated by BUYER.


(x) “SUB-CONTRACTOR” meansany PERSON providing materialsor services in connection with this AGREEMENT toSELLER, and who has been approved in such capacityin writing by BUYER.

(y) “WARRANTY PERIOD” means a period of eighteen (18)months from date of acceptance completion ofSERVICES by SELLER.BUYER, PROVIDED, THAT, if SUB-CONTRACTORS provide warranties for SERVICES or partthereof for a longer period, then SELLER shall bedeemed to have provided warranty for such SERVICESor part thereof for such longer period and suchwarranty for SERVICES or part thereof for suchlonger period shall be the WARRANTY PERIOD.

(z) “WORK ORDER” means a written order issued by BUYERto SELLER directing the provision of SERVICES.

1.2 Interpretation.

In this AGREEMENT:

(a) Any reference to any provision of an Act ofParliament or of State Legislation shall beconstrued, at the particular time, as including areference to any modification, extension or re-enactment thereof then in force and to allinstruments, orders or regulations then in force,and references to the laws of India or Indian Lawinclude the laws of any State forming part of theRepublic of India.

(b) The singular shall include plural and vice versa,and the word PERSON denotes natural persons,partnerships, firms, companies, corporations, jointventures, trusts, associations, organizations andother entities (even though not having a separatelegal personality).

(c) The headings are inserted for convenience and are tobe ignored for the purpose of construction.

(d) Terms defined in ANNEXURES and not defined inAGREEMENT shall have the meaning ascribed thereto inANNEXURES, when used elsewhere in this AGREEMENT.


(e) The words “include” and “including” are to beconstrued without limitations. Whenever the contextmay require, any pronoun shall include thecorresponding masculine, feminine and neuter forms.The term “or” is not exclusive. The word “extent” inthe phrase “to the extent” means the degree to whicha subject or other thing extends, and such phraseshall not mean simply “if.”

2. SERVICES

2.1 On the terms and subject to the conditions of this AGREEMENT,BUYER hereby engages SELLER to provide all SERVICES, andSELLER hereby agrees to provide all SERVICES in accordancewith all the provisions of this AGREEMENT.

2.2 BUYER shall provide how the provision of SERVICES will beauthorized by issuing one or more WORK ORDERS in duplicate toSELLER. SELLER shall sign and return to BUYER the duplicatecopy of eachWORK ORDER.

3. OBLIGATIONS AND DUTIES OF SELLER

3.1 SELLER shall perform all of SELLER’S obligations under thisAGREEMENT: (a) in compliance with the terms of this AGREEMENT;and (b) in aprofessional, diligent manner, in accordance withGOOD INDUSTRY PRACTICE, to the reasonable satisfaction ofBUYER.

3.2 SELLER shall solely perform all SERVICES required under thisAGREEMENT and shall not retain any sub-contractors or assign,sub-contract or delegate SERVICES or the performance of any ofSELLER’S obligations and duties hereunder, or any portionthereof, without the prior written consent of BUYER, which maybe granted or withheld at BUYER’S sole and absolutediscretion.

3.3 All technology, materials and information provided by BUYER,including drawings, specifications, requisitions, purchaseorders and other documents provided by BUYER (collectively,“BUYER’S BACKGROUND MATERIAL”) and all INTELLECTUAL PROPERTYRIGHTS therein (collectively, with BUYER’S BACKGROUNDMATERIAL, the “BUYER’S INTELLECTUAL PROPERTY”) are and shallremain the sole property of BUYER.


3.4 BUYER hereby permits SELLER to use BUYER’S INTELLECTUALPROPERTY solely during the term of this AGREEMENT and solelyto the extent required to perform the SERVICES. BUYER’SINTELLECTUAL PROPERTY shall not be used by SELLER for its ownbenefit or for the benefit of any other PERSON and SELLERshall return BUYER’S BACKGROUND MATERIAL upon any terminationof this AGREEMENT or discharge of all of SELLER’S obligationsand duties under this AGREEMENT or otherwise destroy the sameupon notification by BUYER.

3.5 All INTELLECTUAL PROPERTY RIGHTS owned by SELLER and used inor to provide SERVICES (the “SELLER’S INTELLECTUAL PROPERTY”)are and shall remain the sole property of SELLER. However,all right, title and interest anywhere in the world in and tothe DELIVERABLES, except in either case for any SELLER’SINTELLECTUAL PROPERTY incorporated therein, shall be the soleproperty of the BUYER and the ownership and title thereinshall vest in the BUYER from the moment of creation. TheSELLER hereby assigns to BUYER all right, title and interestin and to the DELIVERABLES and grants to the BUYER anunlimited, irrevocable, perpetual, non-exclusive, royalty-freeand fully paid up license to use, copy, modify, and preparederivative works of the SELLER’S INTELLECTUAL PROPERTYincorporated in the DELIVERABLES solely for the purpose ofdesign, engineering, erection, construction, installing,operating, maintaining, repairing, debottlenecking,modification and improvement of the PLANT such license shallbe transferable by BUYER without any notice to any futurepurchaser or transferee of the BUYER’s facility or partthereof in respect of which the SERVICES are provided.

3.6 SELLER warrants that it shall cause (a) ASSIGNED PERSONNEL;and (b) SUB-CONTRACTORS to irrevocably assign to the BUYER allright, title and interest anywhere in the world in and to allDELIVERABLES. Nothing in this section shall be construed as atransfer to the BUYER of ownership or title to any of theSELLER’S INTELLECTUAL PROPERTY incorporated in theDELIVERABLES.

3.7 SELLER shall commence and complete the performance of SERVICESon the dates specified by BUYER by written notice to SELLER.


3.8 The actual number of ASSIGNED PERSONNEL required forperforming SERVICES, the date of commencement of SERVICES andthe duration of SERVICES shall be determined by BUYER. Unlessotherwise agreed by PARTIES in writing, SELLER shall usereasonable efforts to cause ASSIGNED PERSONNEL to arrive andreport at SITE as directed by BUYERor its AUTHORIZEDREPRESENTATIVEby written notice of not less than forty fivethirty (30 45) days.

3.9 Unless otherwise agreed by PARTIES in writing, SELLER shallprovide, at least forty five (45) working days prior toarrival at SITE, the list of ASSIGNED PERSONNEL along withbio-data of each ASSIGNED PERSONNEL containing details such asthe name, nationality, address, telephone and fax numbers andexpected duration of stay at SITE. SELLER shall at regularintervals update such list of ASSIGNED PERSONNEL.

3.10 Repealed

3.11 BUYERSELLER shall obtain all of the APPLICABLE PERMITS on atimely basis required to carry out SERVICES. BUYERSELLERshall bear and pay for all taxes, fees and costs in order toobtain such APPLICABLE PERMITS.

3.12 SELLER agrees, without further consideration, to prepare,execute, acknowledge, file, record, publish and deliver suchother instruments, documents and statements, and to take suchother action as may be required by law or reasonablynecessary, to effectively carry out SERVICES and comply withSELLER’S obligations under this AGREEMENT.

3.13 SELLER shall comply with all APPLICABLE LAWS in relation toperformance of SERVICES and discharge of SELLER’S obligationsunder this AGREEMENT.

3.14 SELLER shall, as BUYER may request, furnish BUYER withperiodic progress reports relating to the performance ofSERVICES and/or demonstrations of any work in progress.


3.15 SELLER agrees that: (i) possession, use, purchase, sale,transfer or being under the influence of drugs or alcohol onSITE is prohibited; (ii) entry on BUYER’S property constitutesconsent to an inspection of the person and his or her personaleffects while entering on or leaving BUYER’S property; and(iii) any person who is found to be in violation of thispolicy or who refuses to permit an inspection may be escortedand barred from BUYER’S property at BUYER’S discretion. SELLERwarrants that ASSIGNED PERSONNEL and SUB-CONTRACTORS willabide by the aforesaid rules at all times while on SITE.

3.16 SELLER agrees that while ASSIGNED PERSONNEL and SUB-CONTRACTOR’S personnel are at SITE, they shall abide by all ofBUYER’S rules of conduct, safety standards and practicesgoverning behavior of BUYER’S employees. SELLER acknowledgesthat it is responsible to obtain and make known to ASSIGNEDPERSONNEL and SUB-CONTRACTOR’S personnel all such rules ofconduct, safety standards and practices and require theASSIGNED PERSONNEL and SUB-CONTRACTOR’S personnel to complystrictly with such safety requirements and procedures at SITE.A copy of BUYER’S rules of conduct, safety standards andpractices is available upon request. SELLER shall notifyBUYER of any violations of such requirements and recommendcorrective actions. SELLER shall (a) provide all ASSIGNEDPERSONNEL and SUB-CONTRACTOR’S personnel with all necessaryprotective clothing and equipments to perform SERVICES atSITE, including boots, goggles, gloves, helmets and similaritems; and (b) cause ASSIGNED PERSONNEL and SUB-CONTRACTOR’Spersonnel to acquaint with, adhere and comply with all theprocedures and regulations applicable at SITE. A copy of therelevant procedures and regulations applicable at SITE will bedelivered to SELLER upon arrival of ASSIGNED PERSONNEL andSUB-CONTRACTOR’S personnel at SITE.

3.17 All ASSIGNED PERSONNEL and SUB-CONTRACTOR’S personnel shallhave the required knowledge and experience to perform SERVICESin compliance with this AGREEMENT. In the event BUYERreasonably determines that any ASSIGNED PERSONNEL or SUB-CONTRACTOR’S personnel are not performing satisfactorily orlacks appropriate qualifications, SELLER shall demobilize suchpersonnel immediately after receipt of notice from BUYER forsuch demobilization and, subject to BUYER’S prior writtenapproval; provide replacement personnel at no cost or expenseto BUYER with respect to such demobilization and replacement.


3.18 SELLER shall, to accomplish the performance of SERVICES underthis AGREEMENT, furnish at its cost and expense all itemsincluding all materials, tools, special tools, equipment,supplies, watercrafts, barges, ships, vessels, aircrafts(including helicopters) proposed to be supplied or used bySELLER in connection with the performance of SERVICES. IfSELLER is importing any such items, including those mentionedin Section 3.11, into India, then SELLER shall do so at itscost and in accordance and in full compliance with theAPPLICABLE LAWS including all conditions obligations andstipulations of or relating to import or re-exportationthereof applicable in the country of export and import. SELLERshall, after the due performance of SERVICES be responsible toimmediately demobilize and remove all ASSIGNED PERSONNEL andSUB-CONTRACTOR’S personnel and materials, tools, supplies,watercrafts, barges, ships, vessels, aircrafts (includinghelicopters) used by SELLER in connection with the performanceof SERVICES.

4. REPORTS, ACCEPTANCE OF SERVICES AND AUDIT

4.1 SELLER acknowledges that the normal working week shall be six(6) days of eight (8) ten (10) hours per day, Monday toSaturday inclusive, however it is possible to work 60 hoursper week considering 2 hours overtime per day provided thatthe BUYER has obtained permission from the Chief Inspector ofFactories for the SELLER to work these hours.

4.2 On completion of SERVICES, SELLER shall submit to BUYER afinal written report outlining SERVICES and proceduresperformed and data of any tests carried out which report mustbe approved by BUYER before final payment to SELLER.


4.3 BUYER has the right to review, comment upon, approve, acceptor reject any SERVICES or DELIVERABLES provided, delivered orproduced by SELLER. However, no such review, comment,approval, acceptance or rejection by BUYER shall releaseSELLER from its responsibilities and obligations under thisAGREEMENT or PURCHASE ORDER, including all warranties andperformance guarantees with respect to GOODS. In the eventBUYER determines that any SERVICES or DELIVERABLES do notcomply with the terms of this AGREEMENT, BUYER shall have theright, at its sole option, to require SELLER to re-perform theapplicable SERVICES, return to SELLER for correction ormodification any DELIVERABLES, or require SELLER to re-performor re-deliver the applicable DELIVERABLES, at SELLER’S solecost and expense. SELLER shall re-perform or re-deliver suchSERVICES or DELIVERABLES in compliance with the terms of thisAGREEMENT.


4.4 BUYER and its representatives shall have the right at allreasonable times during the term of this AGREEMENT and for aperiod of two (2) years thereafter to inspect and auditSELLER’S and SUBCONTRACTOR’S books, payrolls, accounts andother records relating to all costs, expenses and charges forwhich payment by BUYER under this AGREEMENT has been or is tobe made on the basis of (i) SELLER’S or SUBCONTRACTOR’S actualcosts or reimbursement of actual costs incurred and paid bySELLER or SUBCONTRACTOR, as applicable, or (ii) personnel workschedules, time sheets, or working time. SELLER shall makesuch books, payrolls, accounts and other records available toBUYER and its representatives for audit, inspection andcopying at all reasonable times during the term of thisAGREEMENT and for a period of two (2) years thereafter. Therights of inspection and audit rights shall not extend to thecomposition of fixed lump sum amounts, fixed unit rates oramounts based on fixed percentages. SELLER shall, and shallcause its SUB-CONTRACTORS to, preserve such books, payrolls,accounts and other records during the term of this AGREEMENTand for a period of two (2) years thereafter, provided,however, that if any books, payrolls, accounts or otherrecords are or may be required to resolve any claim orarbitration pursuant to this AGREEMENT, the period ofretention, access and examination described in this Section4.4, shall continue until final disposition of such claims,exceptions or any arbitration in relation thereto. SELLERshall ensure that the foregoing inspection and audit rights ofBUYER are included in each contract or agreement with eachSUBCONTRACTOR.

5. MEDICAL ASSISTANCE

5.1 If BUYER has first-aid and other facilities at SITE, BUYERmay, at its option, make available such facilities for thetreatment of ASSIGNED PERSONNEL and SUB-CONTRACTOR personnelwho may be injured or become ill while engaged in theperformance of SERVICES.

5.2 If such facilities are made available to ASSIGNED PERSONNELand SUB-CONTRACTOR’S personnel, then in consideration for theuse of such facilities SELLER hereby agrees to defend,indemnify and hold harmless BUYER INDEMNITIES and allproviders of medical services or facilities from all LOSSESarising out of or relating to the use of such medical servicesor facilities by ASSIGNED PERSONNEL and SUB-CONTRACTORpersonnel.


5.3 If ASSIGNED PERSONNEL or SUB-CONTRACTOR personnel require off-site medical services, including transportation thereto, thenSELLER shall promptly pay for such services directly to theproviders of such off-site medical or transportation services.

6. COMPENSATION AND PAYMENT.

6.1 Compensation

(a) BUYER shall, for the satisfactory performance ofSERVICES by SELLER, pay SELLER, the rates, fees andother amounts in accordance with the payment termsand installments as set forth in this Section 6 andANNEXURE B. For avoidance of doubt it is clarifiedthat, any SERVICES performed by SELLER that arenecessitated by repair or replacement of GOODSpursuant to the warranty obligations under PURCHASEORDER shall not be subject to any additionalcompensation under this AGREEMENT unlessspecifically agreed by BUYER in writing.

(b) SELLER acknowledges and agrees that the man dayrates with respect to personnel man days specifiedin ANNEXURE B are applicable only to the respectivecategories listed in ANNEXURE B. In case anyASSIGNED PERSONNEL falls under a category that isnot listed, BUYER and SELLER shall agree in writingthe rate of such category, taking into account theremuneration rates specified in ANNEXURE B as areference.

(c) Repealed


(d) Whenever this AGREEMENT provides for BUYER’Sobligation to reimburse any rates, costs andexpenses to SELLER, such obligation shall refer onlyto justified and properly documented rates, costsand expenses incurred by SELLER in order to performits obligations hereunder. No payments hereundershall become due without BUYER’S prior writtenapproval of SELLER’S reports and time sheets asdetailed in ANNEXURE B supporting SELLER’S relevantinvoice as detailed in ANNEXURE B. Such approval ornotice stating the reason for BUYER’S disapprovalshall be given to SELLER by BUYER within fifteen(15) days from the receipt of such supportingdocumentation. In the event that BUYER disputes anypart of the invoiced sum, it shall pay SELLER theundisputed portion of the invoice in accordance withthis AGREEMENT and the disputed portion shall besubject to the dispute resolution procedures setforth in Section 13.5. All rates and amounts setforth in ANNEXURE B are excluding shall include alltaxes which are imposed on SELLER in anyjurisdiction

(e) SELLER shall hold BUYER at all times harmless andindemnified from and against (i) any taxes or dutiespayable in any jurisdiction with respect toSERVICES or the existence of this AGREEMENT, and(ii) any non-payment or underpayment of any taxes,assessed on SELLER in India.

6.2 Terms of Payment

(a) SELLER shall invoice BUYER on completion ofSERVICES,PROVIDED, THAT, however if SERVICES areperformed over a duration exceeding [•] months,then, with prior written approval by BUYER, SELLERshall invoice BUYER on a monthly quarterly basis inarrears for the part of SERVICES performed inaccordance with ANNEXURE B.

(b) Invoices.


(i) Each invoice for remuneration rates shall beaccompanied by a photocopy of time sheets dulyapproved by BUYER, evidencing the time spentby SELLER personnel on the performance ofSERVICES during the relevant invoice period.Invoices for remuneration rates shall beissued in compliance with the requirements setforth in this Section and ANNEXURE B.

(ii) SELLER shall invoice BUYER for reimbursablecosts and expenses on completion of SERVICESprovided however if SERVICES are performedover a duration exceeding [•] months, then,with prior written approval by BUYER, SELLERshall invoice BUYER on a quarterly monthlybasis in arrears accompanied by supportingdocumentation in compliance with therequirements set forth in this Section andANNEXURE B.

(iii) SELLER shall provide to BUYER the followingdocuments with each invoice in the formprovided in ANNEXURE B:

(A) Written confirmation from BUYER as tocompletion of the SERVICES under thisAGREEMENT and Photocopy of originaltimesheets duly signed by SELLER’s andBUYER’s representatives.

(iv) With respect to all invoices BUYER shall paythe undisputed invoice amount to SELLER bywire transfer to the bank account specified inthe relevant invoice, within forty five (45)days within Thirty (30) days from the receiptby BUYER of such correctly issued invoice withall required supporting documents.

7. REPRESENTATIONS AND WARRANTIES OF SELLER.

7.1 SELLER represents, and warrants to BUYER as follows:


(a) SELLER has the power and legal capacity to enterinto this AGREEMENT and perform SERVICES describedin this AGREEMENT to BUYER. This AGREEMENT is thelegal, valid and binding obligation of SELLER,enforceable against SELLER in accordance with itsterms, except that such enforceability may belimited by bankruptcy, insolvency, moratorium orother similar laws affecting or relating tocreditors’ rights generally, and is subject togeneral principles of equity.

(b) The execution, delivery and performance of thisAGREEMENT, the performance of SERVICES do not andwill not (i) result in a breach, termination ordefault under, any contract, agreement or other oralor written understanding between SELLER and anyPERSON; (ii) infringe or misappropriate anyPERSON’SINTELLECTUAL PROPERTY RIGHTS or otherrights; and (iii) violate any legal duties owed bySELLER to any of SELLER’S current or previousemployers, customers or business relationships,including without limitation those relating toconfidential information or competitive activities.

(c) There are no actions, suits, proceedings orinvestigations commenced or, to the best of itsknowledge and belief, contemplated or threatenedagainst SELLER which could in any way affectSELLER’S ability to perform SERVICES.

(d) The SELLER shall perform his obligations under thisAGREEMENT in accordance with All SERVICES andDELIVERABLES will comply with (i) APPLICABLE LAW.;(ii) the provisions of this AGREEMENT; and (iii)GOOD INDUSTRY PRACTICE; and will be free of anydefects and deficiencies. All ASSIGNED PERSONNELshall be sufficiently experienced, fully qualifiedto perform SERVICES and competent in both writtenand spoken English.

(e) SELLER will deliver to BUYER good and marketabletitle to all DELIVERABLES, and all SERVICES andDELIVERABLES will be free and clear of any and allliens, claims, security interests, encumbrances andrights of third parties.


(f) Neither SELLER nor any member of SELLER GROUP, hasmade, offered to make or agreed to make any loan,gift, donation or other payment, directly orindirectly, whether in cash or in kind, to or for(i) any governmental official, employee,representative or agent, (ii) any employee, officer,director, representative or agent of BUYER, or (iii)any other PERSON by whatsoever name called torelated to the negotiation or execution of thisAGREEMENT or in connection with the performance ofthis AGREEMENT.

(g) Neither SELLER nor any member of SELLER GROUP haspaid or agreed to pay any commission to anyemployee, officer, director, representative or agentof BUYER. SELLER further agrees not to, and tocause its employees, officers, directors,representatives or agents not to, pay or agree topay any such commission.

(h) SELLER’S intellectual property, including SELLER’Smethods, tools and processes and any other SELLERinformation, materials, software or data necessaryor contemplated to be used by SELLER in performingSERVICES, does not and will not infringe theINTELLECTUAL PROPERTY RIGHTS of any PERSON.

(i) None of SELLER’S intellectual property, includingSELLER’S methods, tools and processes and any otherSELLER information, materials, software or datanecessary or contemplated to be used by SELLER inperforming SERVICES, is the subject of a pendinginfringement suit alleging infringement ofintellectual property rights of any PERSON and thereare no facts known to SELLER that, with the givingof notice or the passage of time, are likely orforeseeable to lead to any such claim.

7.2 SELLER further represents and warrants that the statements inSection 7.1 are true and correct on the date of execution ofthis AGREEMENT and at all times during the Term set forththerein and shall survive the expiry or termination of thisAGREEMENT.


7.3 SELLER shall, at its sole cost, within a reasonable period oftime immediately following notification by BUYER prior to theend of the WARRANTY PERIOD, take all actions necessary tocorrect any errors, defects and deficiencies in the SERVICESor any other failure arising out of or related to any breachof any SELLER’s warranties or obligations under thisAGREEMENT. In the case of errors, defects and deficiencies inthe SERVICES, the SELLER shall additionally, at its sole cost,within a reasonable period of tme immediately followingnotification by BUYER, re-perform such SERVICES or any partthereof. Any failure by BUYER to identify any such errors,defects and deficiencies or any other failure in SERVICESshall in no way relieve SELLER of its responsibility topromptly cure any errors, defects and deficiencies or anyother failures in SERVICES or re-perform SERVICES.

Except as provided in this clause 7.3, the SELLER shall haveno liability to the BUYER in respect of the SERVICES failureto comply with the terms of this AGREEMENT.

7.4 SELLER covenants that:

(a) All SERVICES shall be performed with all skill,diligence and competence equal to or better than theGOOD INDUSTRY PRACTICE in the petrochemicalindustry. SELLER understands and acknowledges thatSERVICES that will be furnished by SELLER shall besubject to quality monitoring and review by BUYER.

(b) In the event that SERVICES do not meet theaforementioned standards, in addition to all otherrights and remedies of BUYER, SELLER shall at itsown expense re-perform SERVICES including any suchSERVICES necessitated by repair or replacement ofGOODS. Neither acceptance of SERVICES by BUYER norpayment therefore shall relieve SELLER from itsliability to indemnify BUYER or from any of theperformance guarantees or warranties with respect toSERVICES or GOODS. For the avoidance of doubt, itis agreed that the performance of SERVICES hereunderby SELLER shall in no way diminish or deem to waiveSELLER’S warranty obligations under this AGREEMENTor under PURCHASE ORDER.


(c) BUYER may make claims against SELLER with respect tothe breach of warranty obligations under thisSection and/or performance of the SERVICES at anytime prior to the expiration of the WARRANTY PERIOD.SELLER shall also be responsible to BUYER for anyadditional warranties or guarantees stated orreferenced elsewhere in any WORK ORDER.

(d) SELLER will not, and it will cause its AFFILIATESand SUBCONTRACTORS, and its and their respectiveemployees, officers, directors, representatives, oragents to not, make, offer to make or agree to makeany loan, gift, donation, commission, kick-back,bribe or other payment or facility, directly orindirectly, whether in cash or in kind, to or for(i) any governmental official, employee,representative or agent, (ii) any employee, officer,director, representative or agent of BUYER or itsAFFILIATES, or (iii) any other PERSON with respectto the negotiation, execution or performance of thisAGREEMENT.SELLER agrees not to, and to cause itsAFFILIATES and SUBCONTRACTORS not to, offer or give,or agree to give, to any employee, officer,director, representative or agent of BUYER anyconsideration of any kind as an inducement or rewardfor doing, refraining from doing, or for having doneor refrained from doing, any act in relation to theobtaining or execution of this AGREEMENT, or forshowing or refraining from showing favor or disfavorto any PERSON in relation to this AGREEMENT.

(e) If SELLER learns of or has reason to know of anysuch payment, offer or agreement described inSection 7.4 (d) to make any such loan, gift,donation, commission, kick-back, bribe or otherpayment or facility to any of the PERSONS describedin Section 7.4 (d), it will immediately inform BUYERin writing communicating to BUYER all relevantinformation in respect of the above within theknowledge or possession of SELLER.

8. 8. TERM AND TERMINATION.


8.1 The term of this AGREEMENT shall commence on the EFFECTIVEDATE and, unless terminated earlier pursuant to Section 8.2 orSection 8.3 below or extended by the mutual agreement of thePARTIES, shall expire on the performance and satisfaction ofall of SELLER’S obligations under this AGREEMENT, but notprior to the expiration of WARRANTY PERIOD.

8.2 Either PARTY BUYER may terminate this AGREEMENT and/or all orany part of SERVICES at any time in its sole discretion bygiving written notice to otherSELLER with fourteen (14) daysadvance written notice. In the event of such termination byBUYER, BUYER shall pay to SELLER compensation for SERVICESrendered by SELLER prior to the actual date of suchtermination and in accordance with the terms of thisAGREEMENT.

8.3 BUYER may terminate this AGREEMENT pursuant to Section 8.4without any penalty to, or payment obligation of, BUYER (otherthan undisputed payment obligations outstanding as of the dateof any such termination, with disputed payment obligationsbeing subject to the dispute resolution provisions of Section13.5) due to the occurrence of any of the following events(each, a “SELLER EVENT OF DEFAULT”):

(a) SELLER (i) is insolvent, (ii) files a voluntarypetition in bankruptcy or has an involuntarypetition in bankruptcy filed against it that is notdismissed within sixty (60) days of such involuntaryfiling, (iii) admits the material allegations of anypetition in bankruptcy filed against it, (iv) isadjudged bankrupt, or (v) makes a general assignmentfor the benefit of its creditors, or a receiver isappointed for all or a substantial portion of itsassets and is not discharged within sixty (60) daysafter its appointment;

(b) SELLER commences any proceeding for relief from itscreditors in any court under any insolvencystatutes;

(c) SELLER disregards or violates APPLICABLE LAWS or anyof the conditions of APPLICABLE PERMITS applicableto SELLER’S obligations under this AGREEMENT;


(d) SELLER fails to timely correct defects ordeficiencies in accordance with the terms of thisAGREEMENT;

(e) SELLER abandons or ceases its performance of itsobligation under this AGREEMENT (except as a resultof an event of FORCE MAJEURE or other reason notattributable to the SELLERa casualty for which BUYERis fully covered by insurance);

(f) SELLER assigns or subcontracts any of itsobligations under this AGREEMENT other than inaccordance with the terms and conditions of thisAGREEMENT;

(g) SELLER, any of its AFFILIATES or any SUB-CONTRACTORS, or any of their respective employees,officers, directors, representatives or agents,engages in conduct prohibited under sections 7.1 f,7.1 g,and 7.4 d and 7.4 e any provision of thisAGREEMENT;

(h) BUYER has notified SELLER that SELLER is in defaultunder PURCHASE ORDER; or

(i) SELLER breaches any representation, warranty orcovenant of SELLER in this AGREEMENT or PURCHASEORDER.

8.4 If any SELLER EVENT OF DEFAULT exists and is continuing, BUYERmay, without prejudice to any other rights or remedies ofBUYER in this AGREEMENT or at law or in equity, terminate thisAGREEMENT upon written notice to SELLER; provided, however,that BUYER shall have first provided to SELLER the followingperiods of notice and opportunity to cure:

(j) in the case of a SELLER EVENT OF DEFAULT specifiedin Sections 8.3(c), (d), (e), (i), BUYER shall haveprovided fifteen (15) days prior written notice toSELLER, and SELLER shall have failed to remedy suchbreach (or commenced to diligently cure such breach)entirely by the end of such fifteen (15) dayperiod;and

(k) in the case of a SELLER EVENT OF DEFAULT specifiedin Sections 8.3 (a), (b), (f) (g), or (h) no noticeor opportunity to cure shall be required.


9. INSURANCE.

9.1 Unless otherwise specified in this AGREEMENT, SELLER shall, atits sole expense, maintain in effect at all times, during theperformance of SERVICES, an insurance coverage with limits notless than those set forth below with insurers and under formsof policies satisfactory to BUYER. SELLER shall deliver toBUYER no later than ten (10) calendar days of issuance of theWORK ORDER, but before commencement of SERVICES at SITE,evidence of such insurance coverage and limits of insurancespecified in this Section, which are valid and subsisting.SELLER shall give the BUYER Such insurance policies and orcertificates of insurance shall have a provision to the effectthat not less than thirty (30) calendar days advance noticeshall be given in writing to BUYER prior to cancellation,termination or material alteration of the insurance policiesand or certificates of insurance. All insurance policies andcertificates of insurance shall identify on their face, the“PROJECT NAME” and the applicable “AGREEMENT NUMBER”.

9.2 Coverage

(a) Workers' Compensation, medical insurance andEmployers’ Liability Insurance as required by theapplicable law or regulation.

(b) Manufacturer’s Public and Product LiabilityInsurance, Environmental Commercial GeneralLiability Insurance, on a broad form basis includingcontractual liability, with a combined single limitfor death, bodily injury and property damage of amaximum minimum [(US$ INR <6,98,12,540 Insertamount>)] per occurrence and with regard toproducts/completed operations [US$ INR<13,96,25,080Insert amount>] in the aggregate.

(c) Automobile Liability Insurance for all owned, hiredand non-owned automobiles and trucks with a combinedsingle limit for death, bodily injury and propertydamage of a minimum [US$<Insert amount>] peroccurrence and in the aggregate. The requiredlimits may be satisfied by a combination of aprimary policy and an excess or umbrella policy.


(d) SELLER shall at its own cost arrange and keep validall statutory and other insurance policies whichSELLER is required to arrange under the provisionsof applicable laws, rules and regulations.

9.3 The insurances described under (a), (b), (c) and(d) aboveshall be considered as primary and shall include BUYER and itsAUTHORIZED REPRESENTATIVES as additional insured. In addition,the insurances described under (a) to (d) above shall includean insurer’s waiver of rights of subrogation in favor ofBUYER.

9.4 SELLER shall maintain insurance against physical loss ordamage to SELLER’S construction equipment and tools withsufficient limits to allow SELLER to replace equipmentessential to perform all WORK associated with SERVICES. Thisinsurance shall include an insurer's waiver of rights ofsubrogation in favor of BUYER and its AUTHORIZEDREPRESENTATIVES.

9.5 The requirements contained herein as to types and limits, aswell as BUYER’S approval of insurance coverage to bemaintained by SELLER, are neither intended nor limit orqualify the liabilities and obligations assumed by SELLERunder this AGREEMENT. SELLER shall be fully responsible forany loss that is in excess of the amount covered under theinsurance policy.

9.6 The certificates of insurance must provide clear evidence thatthe insurance policies contain the minimum limits of coverageand special provisions prescribed in this Section.

9.7 SELLER shall deliver the original and two (2) copies of theinsurance policies or certificates of insurance and notices ofcancellation, termination and alteration of such policies, ten(10) days prior to arrival at site to:

Reliance Industries LimitedGujarat, IndiaAttention: Construction Manager Name______________________Tel:Fax:Email:


9.8 SELLER shall keep in its possession copies of the certificateof insurances for inspection as necessary at SITE. Access toSITE may be denied if SELLER is unable to produce copies ofthe certificate of insurances.

10. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY.

10.1 Indemnity . SELLER shall be liable for claims of the BUYER orclaims raised by third parties against the BUYER due to theproven defend, indemnify and hold harmless all BUYERINDEMNITEES from and against any and all LOSSES that in anyway arise out of or relate to

(i) SELLER’S breach of any of its representations, warranties orcovenants under this AGREEMENT;

(ii) damage to BUYER’S tangible and physical property during thearising out of the performance of SERVICES due to thenegligence, ; (iii) the gross negligence or willful misconductof any member of SELLER GROUP;

(iii) any claim that SERVICES infringe upon or violate any thirdparty’s INTELLECTUAL PROPERTY RIGHTS;

(iv) liabilities arising out of any corrupt or illicit businesspractices on the part of any member of the SELLER GROUP; and

(v) fines, charges or other monetary penalties of any GOVERNMENTALAUTHORITY due to arising out of or related to the violation ofAPPLICABLE LAWS on the part of the any member of SELLER GROUP.If SELLER fails to promptly indemnify and defend such claimsand pay any expenses to BUYER INDEMNITEES, then such BUYERINDEMNITEES shall have the right to defend themselves atSELLER’s sole cost and expense, and SELLER shall reimbursesuch BUYER INDEMNITEES for all LOSSES immediately upon demandby any BUYER INDEMNITEES.

10.2 Limitation of Liability.


a) To the maximum extent permitted by law and notwithstandinganything to the contrary in the AGREEMENT, the WORK ORDER orat law in no even shall either PARTY hereto or either PARTY’sAFFILIATES or SUB-SELLERS, be liable arising out of or inconnection with the AGREEMENT to the other PARTY or a thirdparty for any loss of profit, loss of revenue, costs ofcapital, loss of business, business interruption, loss ofproduction, additional production costs, downtime costs, lossof use, loss of data or information or any indirect,consequential, special, incidental, , exemplary or punitivedamages, or claims of BUYER’S customer(s), including claimsfor penalties and liquidated damages, howsoever arising,whether based on contract (including but not limited to breachof warranty and breach of contract), tort (including but notlimited to negligence), strict liability, indemnification orotherwise, before or after acceptance of the SERVICES andwhether or not such damages are foreseeable.

(b) To the maximum extent permitted by law and notwithstandinganything to the contrary in the AGREEMENT, the WORK ORDER orat law, the SELLER’S total aggregate liability under or inconnection with this AGREEMENT whether in contract, tort(including without limitation negligence), indemnity,misrepresentation or otherwise shall be limited to the amountspaid by the BUYER under the AGREEMENT.

To the maximum extent permitted by law and notwithstanding anythingto the contrary in the AGREEMENT, the WORK ORDER or at law,the SELLER’S total aggregate liability under or in connectionwith this AGREEMENT whether in contract, tort (includingwithout limitation negligence), indemnity, misrepresentationor otherwise shall be limited to the amounts paid by the BUYERunder the AGREEMENT. The foregoing limitation shall not applyto any losses (including loss of profit) attributable to (1)breach by SELLER of it obligations with respect toconfidential information, (2) breach of third partyintellectual property rights by SELLER, (3) violation ofapplicable laws and losses arising out of GROSS NEGLIGENCE,fraud, or wilful misconduct.]


Neither PARTY shall be liable to the other PARTY for any indirect,consequential, punitive or exemplary damages arising out of orrelating to this AGREEMENT or SERVICES, however caused and onany theory of liability, and whether such PARTY has beenadvised of the possibility of such damages.

11. 11 INDEPENDENT CONTRACTOR.

It is mutually agreed that SELLER is an independent contractorand not an employee, joint venturer, partner or agent of BUYER.ASSIGNED PERSONNEL are not subject to the control or directionof BUYER concerning how SERVICES are performed. SELLER andBUYER shall have no authority to make any statements,representations or commitments of any kind, or to take anyaction, which shall be binding on the other, without the priorwritten consent of such other PARTY to do so. SELLER shall beobligated to pay salaries, wages, and all other compensation andbenefits to all ASSIGNED PERSONNEL and withhold and pay any andall contributions, taxes and other charges as required byAPPLICABLE LAWS and shall have exclusive liability therefore.In the event SELLER uses casual or daily labourers, workers orcontract labourers, it shall comply with all relevant provisionsof the Contract Labour (Regulation and Abolition) Act, 1970, asamended, and any other APPLICABLE LAWS and shall at all time beconstrued to be the principal employer and liable for all costs,charges, duties and taxes and penalties in relation to suchworkers and labourers. With respect to all agents or employeesof SUB-CONTRACTORS, SELLER undertakes to make payments due tosuch agents and employees of all SUB-CONTRACTORS in a timelymanner and acknowledges and agrees that BUYER shall not have anyliability or obligation to make any payments in exercise of anylien by such agents or employees of SUB-CONTRACTORS. If BUYERis held responsible and liable for any of SELLER’S liabilitiesin law, including payment of wages, salaries, welfarecompensation, or any other contributions, taxes and othercharges with respect to ASSIGNED PERSONNEL or agents oremployees of SUB-CONTRACTORS, then SELLER shall defend,indemnify and hold harmless and forthwith reimburse all BUYERINDEMNITIES for all payment of wages, salaries, welfarecompensation, and all other contributions, taxes and otherpenalties and charges with respect to ASSIGNED PERSONNEL oragents or employees of SUB-CONTRACTORS incurred by any BUYERINDEMNITIES.

12.

13. 12 FORCE MAJEURE.27

TSA for Indian vendor representative at site. Revision 0 3 December 2012

12.1 The term FORCE MAJEURE, as employed herein, shall mean anycircumstances the cause and/or effect of which:

(a) is beyond the reasonable control of any PARTY;

(b) is not attributable to the PARTY asserting that theFORCE MAJEURE has occurred; and

(c) cannot be avoided despite use of best reasonableefforts and/or reasonable mitigation measures byeither PARTY, and it includes:

(d) acts of God or force of nature, landslide,earthquake, flood, fire, lightning, explosion,washout or epidemic, major storm (hurricane,typhoon, cyclone etc.) or tidal wave, shipwreck andperils of navigation;

(e) act of war or other hostilities (declared orundeclared) or public enemy, invasion, act offoreign enemies, mobilisation;

(f) national strikes, labour disputes, riots, protest,commotion, disorders;

(g) acts of terrorism, rebellion, revolution,insurrection, military or usurped power and civilwar;

(h) ionising radiation or contamination by radio-activity from any nuclear fuel or from any nuclearwaste from the combustion of nuclear fuel, radio-active toxic explosives or other hazardousproperties of any explosive nuclear assembly ornuclear components thereof;

(i) act or omission of sovereign states or thosepurporting to represent sovereign states, blockade,embargo, quarantine, public disorder, sabotage.

12.2 FORCE MAJEURE shall not include occurrences as follows:

(a) Late performance or non-performance by SELLER and/orSUB-CONTRACTORS caused by unavailability ofequipment, supervisors or labour, servicesinefficiencies or similar occurrences.


(b) Mechanical breakdown of any item of SELLER’S or anySUB-CONTRACTOR’S equipment, plant or machinery.

(c) Delays due to ordinary storm or inclement weather orother weather conditions which are or may bereasonably expected.

(d) Financial distress of BUYER or SELLER or any SUB-CONTRACTOR.

(e) employee strikes, lockouts or other industrialdisputes or action solely among employee of SELLERor any SUB-CONTRACTOR.

Unless the delay by SELLER or SUB-CONTRACTORS arises outof a FORCE MAJEURE occurrence and is beyond either bothSELLER’S or and SUB-CONTRACTOR’S control and an alternateacceptable source of services, equipment or material isunavailable.

12.3 Any other occurrence which is not covered in above Section12.1 shall be deemed to be included in Section 12.2.

12.4 In the event of either PARTY being rendered unable by FORCEMAJEURE to perform any obligation required to be performed bythem under AGREEMENT, the relative obligation of the PARTYaffected by such FORCE MAJEURE shall be suspended for theperiod during which such cause lasts. Time for performance ofthe relative obligation suspended by FORCE MAJEURE shall thenstand extended by the period for which cause lasts.

12.5 Upon the occurrence of any FORCE MAJEURE event, the PARTY soaffected in the discharge of its obligation shall promptly,but no later than five (5) working days give written notice ofsuch event to the other PARTY. If such occurrence results inthe suspension of all or part of the WORK for a continuousperiod of more than thirty (30) days, then immediately thePARTIES shall meet and determine the measures to be taken.

12.6 Notwithstanding the foregoing, the affected PARTY shall makeevery reasonable effort to remove or remedy the cause of suchFORCE MAJEURE or mitigate its effect as quickly as possibleand resume performance whenever and to whatever extentpossible without delay, including through the use of alternatesources, workaround plans or other means.


12.7 If an event of FORCE MAJEURE has occurred and continues for aperiod of not less than sixty (60) days, then BUYER shallthereafter be entitled to terminate AGREEMENT subject togiving SELLER ten (10) calendar days prior written notice. If,at the expiry of such period of ten (10) days the event ofFORCE MAJEURE subject to such notice continues, then AGREEMENTshall be terminated as of the end of such period.

12.8 If AGREEMENT is terminated under Section 12.7, neither PARTYshall be liable to the other in any respect except to theextent of any liabilities which accrued between them prior tothe termination date.

12.9 Any delay or failure in performance by either PARTY heretoshall not give rise to any claims for damages to the extentsuch delay or failure is caused by FORCE MAJEURE.

14. 13 MISCELLANEOUS.

13.1 Notice . Any consent, notice or report required or permittedto be given or made under AGREEMENT by one of the PARTIEShereto to the other shall be in writing and shall be (aselected by the PARTY giving such notice) sent by facsimile(with confirmation received of recipient’s number) to thenumber set forth on the signature page hereto or delivered byovernight delivery service, addressed to such other PARTY atits address set forth on the signature page hereto, or to suchother address as the addressee shall have last furnished inwriting to the addressor and (except as otherwise provided inAGREEMENT). Notices shall be deemed delivered (a) on the datedelivered if by an overnight delivery service, with proof ofdelivery, and (b) on the date telecommunicated if by facsimile(with confirmation of receipt).

13.2 Assignment . SELLER may not assign, transfer, or delegate allor any portion of SELLER’S rights or obligations under thisAGREEMENT, whether voluntarily or by operation of law orotherwise, without the prior written consent of BUYER. BUYERmay assign, novate or otherwise transfer this AGREEMENT to anyAFFILIATE of BUYER, provided, however, that BUYER shall remainliable for the payment of any amounts due to SELLER under thisAGREEMENT. Any purported assignment or transfer of thisAGREEMENT in violation of this section shall be null and void.Subject to the foregoing, this AGREEMENT will be binding uponthe successors, assigns, heirs, executors, administrators andother legal representatives of the PARTIES.


13.3 Governing Law . This AGREEMENT, including its existence,validity, construction, and operating effect, and the rightsof each of the PARTIES, shall be governed by and construed inaccordance with the laws of Indiawithout reference to anychoice of law doctrine that would have the effect of causingthis AGREEMENT to be construed in accordance with or governedby the law of any other jurisdiction.

13.4 Dispute Resolution.

(a) If any dispute or difference arises out of orrelates to AGREEMENT whether during the progress ofAGREEMENT or after its completion or whether beforeor after the termination, abandonment or breach ofAGREEMENT, and which cannot be resolved bydiscussion between the PARTIES, shall be considereda dispute within the meaning of this Section. EitherPARTY shall, within thirty (30) calendar days fromthe occurrence or failure to reach agreement givethe other PARTY a notice in writing of the existenceof such dispute, specifying its nature and the pointat issue. The notice shall also include a detaileddescription of the facts of the dispute withrelevant dates, names of personnel involved,references to relevant documentation (with copiesattached), the pertinent provision(s), of AGREEMENTand a statement of contentions and conclusions andthe PARTIES shall proceed to resolve such matter byarbitration.

(b) The arbitration shall be conducted in accordancewith the Indian Arbitration and Conciliation Act1996 (Act) and the rules made there under and anystatutory modification thereof by three arbitratorsappointed pursuant to the provisions of the Act.(“ARBITRATION TRIBUNAL”).

(c) The arbitration proceedings shall be held in Mumbai.The decision of the ARBITRATION TRIBUNAL shall befinal and, binding. Judgment upon any awardrendered by ARBITRATION TRIBUNAL may be entered intoany court having jurisdiction, or application may bemade to such court for judicial acceptance of theaward or an order of enforcement, as the case maybe.


(d) Each of the arbitrators shall not be an employee ofeither PARTY or in any way financially interested inAGREEMENT, dispute or claim.

(e) Each PARTY shall contribute equally towards thecosts of the arbitration until the ARBITRATIONTRIBUNAL’s award. The cost of arbitration shall befinally borne by the PARTY whose contention was notupheld by the ARBITRATION TRIBUNAL.

(f) SELLER shall not stop the provision of SERVICESunder AGREEMENT and shall continue to provideSERVICES as expected regardless of whether thearbitration proceeding have commenced or not.

13.5 Waiver, Amendment . No modification of or amendment to thisAGREEMENT, nor any waiver of any rights under this AGREEMENT,will be effective unless in writing and signed by the PARTY tobe charged. No waiver by a PARTY of any breach of thisAGREEMENT shall be a waiver of any preceding or succeedingbreach. No waiver by a PARTY of any right under thisAGREEMENT shall be construed as a waiver of any other right.Neither PARTY shall be required to give notice to enforcestrict adherence to all terms of this AGREEMENT.


13.6 Severability . Each and every term, provision or covenantunder this AGREEMENT shall be treated as a separate term,provision or covenant and shall be severally enforceable assuch. If any term, provision or covenant or the applicationthereof to any PERSON or circumstance shall be held invalid,void or unenforceable, in whole or in part, by a court ofcompetent jurisdiction, arbitration or other governmental,statutory or regulatory authority to any extent, the remainingterms, provisions or covenants hereof and the applicationthereof to PERSONs or circumstances (other than those as towhich any portion of this AGREEMENT is held invalid, void orunenforceable) shall not be affected thereby and shall remainin full force and effect to the fullest extent permitted bylaw, so long as the economic or legal substance of thetransactions contemplated hereby is not affected in any mannermaterially adverse to any party. The PARTIES agree that theyshall consult in good faith to replace any term, provision, orcovenant hereof proving to be invalid or null and void byvalid term(s), provision(s), or covenant(s) which in itseconomic and all other consequences shall correspond to theterm, provision, or covenant for which it is substituted, andthe intentions of the PARTIES expressed herein to the greatestpossible extent. It is hereby clarified that reference toterm, provision or covenant of this AGREEMENT in this Section13.6 shall be deemed to include part of any term, provision orcovenant of this AGREEMENT.In case any one or more of theprovisions contained in this AGREEMENT shall, for any reason,be held to be invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shallnot affect the other provisions of this AGREEMENT, and thisAGREEMENT shall be construed as if such invalid, illegal orunenforceable provision had never been contained herein.

13.7 Equitable Remedies . The PARTIES agree that BUYER will beirreparably harmed and money damages would be inadequatecompensation to BUYER in the event SELLER breaches anyprovision of this AGREEMENT. Accordingly, all the provisionsof this AGREEMENT shall be specifically enforceable againstSELLER, and BUYER shall be entitled to equitable remediesincluding but not limited specific performance or injunctivereliefs against SELLER for the breach or prevention of breachby SELLER of any provision of this AGREEMENT.


13.8 Remedies Cumulative . All rights and remedies provided in thisAGREEMENT to BUYER are cumulative and the exercise of a remedyby BUYER under AGREEMENT shall not preclude BUYER frompursuing any other remedy under AGREEMENT. Notwithstandingthe foregoing Further, the remedies available to BUYER underthis AGREEMENT are not exclusive but are in lieu of additionto all other remedies available to BUYER under law or equityor, in any other agreement between the PARTIES.

13.9 No Third Party Rights . This AGREEMENT is not made for, andshall not benefit or create any right or cause of action infavor of, any PERSON other than, SELLER, BUYER and all BUYERINDEMNITEES.

13.10 Off-set . BUYER may, with the agreement of the SELLER atBUYER’S sole discretion, off-set any undisputed claims againstor amounts due or that may become due from SELLER under theunder PURCHASE ORDER or this AGREEMENT against any amounts dueto SELLER from BUYER under PURCHASE ORDER or this AGREEMENT.

13.11 Entire Understanding . This AGREEMENT and PURCHASE ORDERembody the entire understanding between the PARTIES andsupersedes any prior understanding and agreements between andamong them respecting the subject matter hereof and thereof.

13.12 Counterpart s. This AGREEMENT may be executed in severalcounterparts, and all so executed shall constitute oneagreement, binding on all of the PARTIES hereto,notwithstanding that all of the PARTIES are not signatory tothe original or the same counterpart.

14 OBLIGATIONS AND DUTIES OF BUYER

14.1 BUYER undertakes, at his own expense and risk, to undertakeall preliminary work, earthworks and building work, and alsocasting work, including the requisite materials, in good timeand in a proper manner.

14.2 BUYER undertakes, at his own expense and risk, to store theGOODS protected from all injurious influences. GOODS are to bechecked by the BUYER, in the presence of the ASSIGNEDPERSONNEL, before the work commences, to ensure itscompleteness and to ascertain any damage.


14.3 BUYER shall provide, at his own expense and risk, suitablecranes, lifting equipment, operating personnel, storagefacilities and tools and also consumables and installationmaterial. BUYER shall additionally provide adequate quantitiesof energy (electricity, lighting, water, gas, compressed air).

14.4 BUYER shall provide the requisite number of qualifiedspecialists and assistants.

14.5 BUYER shall be responsible, at his own expense and risk, forundertaking everything necessary in order to ensure that thework can be commenced at the proper time and without hindranceor interruption.

14.6 BUYER must ensure that the necessary entry and exit, residenceand work permits and other permits for the ASSIGNED PERSONNELcan be procured.

14.7 BUYER shall be responsible for informing ASSIGNED PERSONNEL ofall obligations, notifications and the like to the localauthorities, and for providing them with all necessary supportduring their dealings with such authorities. This shall applyin particular for all measures for obtaining permits andcertificates, which secure the ASSIGNED PERSONNEL full freedomof movement within the country and the possibility ofreturning home at any time, together with their personalproperty.

14.8 BUYER must take the necessary accident prevention measures athis own expense. He shall draw ASSIGNED PERSONNEL's attentionto any special circumstances, such as, but not limited to, thepresence of other CONTRACTORs on the work site, any health,safety and environment regulations which must be compliedwith, or any special risks which may arise. BUYER shall makesure that the field service staff assigned by SELLER is in noway exposed to harmful substances, such as irritant gases,lung-affecting asbestos fibres, caustic liquids, etc. SELLERshall be entitled to refuse or discontinue work if either thesafety of staff is not guaranteed or if the health of staff isat risk. BUYER shall bear the financial consequences involved.

14.9 BUYER shall ensure, at his own expense and risk, that assemblyequipment, the site installations and the tools provided byhim are in a safe condition and meet the valid accidentprevention regulations.


BUYER shall ensure that the staff used by him have adequatequalifications and can provide corresponding evidence thereof.

[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]


IN WITNESS WHEREOF, the PARTIES have duly executed and deliveredthis AGREEMENT as of the EFFECTIVE DATE.

SELLER:

By: _________________________________Name TitleAddress for Notice:<Address of Seller>Tel:Fax: Attention: ____________________________

BUYER:

Reliance Industries Limited

By: _________________________________Name TitleAddress for Notice:Reliance Industries Limited3rd FloorMaker Chamber IV222, Nariman PointMumbai, India, 400 021Tel:Fax: Attention: ____________________________


[SIGNATURE PAGE FOR TECHNICAL SERVICES AGREEMENT]


ANNEXURE A

SERVICES

1. STATEMENT OF SERVICESTO BE PROVIDED

<>

2. LOCATION OF SITE

SELLER shall perform SERVICES at the<>

3. GENERAL CONDITIONS

(a) When necessary, SELLER shall, at no extra cost to BUYER,obtain injections, and inoculations with respect to eachASSIGNED PERSONNEL or SUBCONTRACTOR’S personnel.

(b) The period of assignment and presence of ASSIGNEDPERSONNEL or SUBCONTRACTOR’S personnel on SITE shall beuntil completion of SERVICES.

(c) SELLER shall arrange for travel, lodging and boarding,and conveyance of ASSIGNED PERSONNELor SUBCONTRACTOR’Spersonnel to SITE. Same will be charged to BUYER extraat actuals.

(d) Subject to availability, BUYER may provide officeaccommodation, secretarial assistance, includingtelegrams, telexes, faxes, telephones etc. required forthe execution of SERVICES.

(e) SELLER shall cause SELLER’S AUTHORIZED REPRESENTATIVEtomeet with BUYER’S AUTHORIZED REPRESENTATIVE as directedby BUYERand prepare an erection cum commissioningschedule and split of responsibility matrix identifyingthe requirements expected from BUYER and SELLER duringthe course of erection and commissioning of GOODS.

(f) SELLER shall prepare a progress report on daily basis atthe end of eachday, highlighting the activitiescompleted, areas of concern, slippages (if any) andsimilar matters.


(g) SELLER shall cause SELLER’S AUTHORIZED REPRESENTATIVE ora designee acceptable to BUYER to hold review meetingsevery morning with BUYER’S AUTHORIZED REPRESENTATIVEor adesignee on a daily basis to monitor the progress andschedule as required for maintaining the overallcompletion schedule.

(h) In the event of withdrawal by SELLER of any ASSIGNEDPERSONNEL from SITE on account of medical/denturereasons, planned leave, holidays, assignment to otherprojects, personal reasons of ASSIGNED PERSONNEL, restand relaxation, SELLER shall arrange for a suitablereplacement, with at least a two (2) day overlap eachtime any ASSIGNED PERSONNEL is replaced and also bear allcosts associated with such replacement, including thecost of air travel and per-diem cost of overlap days.Such replacement shall be mutually discussed and agreedto between BUYER and SELLER prior to the replacementbeing effected.

(i) ASSIGNED PERSONNEL shall upon completion of SERVICESobtain duly signed time sheet as a Completion Certificatefrom BUYER before leaving SITE. In no event shall theissuance of a Completion Certificate shall be construedto be final or conclusive as to the satisfactoryperformance of SERVICES and shall be merely treated aspermission for ASSIGNED PERSONNEL and/or SUBCONTRACTOR’Spersonnel to leave SITE.

4. WORKING HOURS

(a) Working hours at SITE shall relate to the specialrequirements of SITE and of each operation being carriedout.

(b) Standard working hours are ten (10) hour per day, Mondaythrough Saturday except where specified otherwise byAPPLICABLE LAW. Sundays are unpaid unless prior writtenauthorization is obtained from BUYER.

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ANNEXURE B

COMPENSATION FOR SERVICES

1. Manday Fees : BUYER agrees to pay to SELLER, subject to theterms and conditions set forth in this ANNEXURE B andAGREEMENT, the following fee on a manday basis for SERVICESspecified in this AGREEMENT and ANNEXURE A and also for anyadditional SERVICES, if requested by BUYER, to be provided bySELLER through SELLER’S personnel at SITE in accordance withthe provisions stated in this AGREEMENT:

Sr.No

Description Mandayfee for ASSIGNEDPERSONNEL

(Amount in INR /day)

i.) Manday rates for short visitsto SITE. (less than 2 months),

ii.)

Manday rates for deputation toSITE (long term assignment i.e.> 2 months):


2. No payments of any kind shall be paid for ASSIGNED PERSONNELattendance at SITE in connection with examination, inspection,redesign, retest, repair/rectification or modificationassociated with defective SERVICES attributable to SELLER.

INVOICING PROCESS

1. Introduction

This ANNEXURE sets forth the procedures for invoicing andpayment with respect to amounts due under the AGREEMENT.

2. Definitions

Capitalized terms used but not defined herein have themeanings ascribed to them in the AGREEMENT.

3. Invoice Preparation.

Invoices shall be prepared as follows:

3.1 SELLER shall prepare invoices for SERVICES and forreimbursable costs and expenses and submit to BUYER forpayment as set forth in Article 6 of the AGREEMENT.

3.2 Each invoice shall reference the AGREEMENT and work orderand the specific SERVICES.

3.3 Invoices must be submitted within thirty (30) days ofcompletion of SERVICES or the end of every relevantmonthquarter, as the case may be. In no instance shallinvoices be submitted more than ninety (90) daysfollowing the completion of SERVICES or the end of therelevant monthquarter, as the case may be. BUYER may, atBUYER’S sole discretion, reject any invoice, or any partthereof, which references SERVICES or reimbursable costsand expenses that were performed or incurred, as the casemay be, more than ninety (90) days prior to thecompletion of SERVICES or commencement of the then-current quarter, as the case may be.

3.4 SELLER invoices and supporting information should,whenever practicable, be generated by SELLER from BUYERoffices/system due to easier integration with timesheetsand approval information as maintained in the on-linesystem platform approved by BUYER.


3.5 All SELLER invoices shall only set forth ASSIGNEDPERSONNEL man-day as approved by BUYER and actuallyworked on the job based on daily as per the AGREEMENT.Each such invoice shall be submitted to the followingaddress, which address may be changed by BUYER at anytime upon written notice to SELLER:

____________________________

Attention: _______________________

4. Payments

4.1 SELLER shall get his timesheet certified signed byBUYER’S authorized signatory on completion of services oron monthly basis. SELLER shall submit the invoice alongwith timesheet/satisfactory completion certificate dulysignedcertified by BUYER’S authorized signatory.

4.2 SELLER invoices shall be paid as set forth in the

AGREEMENT. Payment shall be made net 30 days from thedate of receipt of correct and clear invoice withtimesheet/completion certificate and other supportingdocuments, if any.

4.3 With respect to each invoice, BUYER will deduct theapplicable tax amount payable by BUYER and remit thebalance due under such invoice to SELLER.

4.4 One copy of the invoice shall be sent directly tothe BUYER’s Construction Manager along with allsupporting documents for his certification/ makingservice entry on SAP and for onward transmission toProject Accounts at the address given below:

Address :

4.5 The SELLER is further advised to contact only theProject Accounts Cell for all queries in respect of theinvoices. However, if payment is getting unduly delayedfor any reasons SELLER can contact the ConstructionManager or the Buyer who issued the WORK ORDER.

4.6 Payment shall be released through e-payment/e-chequeor bank cheque against submission of official stamped


receipt.


TECHNICAL SERVICES AGREEMENT (Indian Representatives of Suppliers

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Transcript of TECHNICAL SERVICES AGREEMENT (Indian Representatives of Suppliers