MASTER SERVICES AGREEMENT

This Agreement dated , made at Bangalore, between:

TeamLease Services Limited, a company duly incorporated under the Companies Act, 1956 and having
its Registered Office at No. 6, 3rd Floor, C Wing Laxmi Towers, Bandra Kurla Complex, Bandra (E), Mumbai
- 400 051, and its Corporate Office at BMTC Commercial Complex, 6 th floor, 80 ft road,6th Block,
Koramangala, Bangalore – 560 095 hereinafter referred to as “TeamLease” (which expression unless it be
repugnant to the context or meaning thereof shall be deemed to mean and include its successors or
assigns) of the Other Part.

And

___________________________, a Private Limited concern with________________as a director

Bearing Service Tax Reg No:_____________________ and Permanent Account Number ____________
having his office at _______________________________________________________ and hereinafter
referred to as “the Vendor” (which expression, unless it be repugnant to the context or meaning thereof
shall be deemed to mean and include its successors and assigns) of the One Part.

(TeamLease and the Vendor are individually referred to as a "Party" and collectively as "Parties")

WHEREAS,

(i) The Vendor is in the business of ___________________.

(ii) The Vendor has offered to provide recruitment services to TeamLease for the Clients of TeamLease.
(iii) TeamLease has agreed to avail services of the Vendor on a principal to principal basis in
accordance with the terms and conditions of this Agreement.

NOW, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

NOW THE PARTIES HEREBY AGREE AS FOLLOWS

1. Tenure

1.1 TeamLease hereby appoints the Vendor on a non-exclusive basis commencing from _________.
Either Party may terminate this Agreement with a thirty (30) days prior written notice to the other.

1.2 In the event of a termination of this agreement, TeamLease shall pay the Vendor all undisputed
amounts due, for Services rendered prior to date of termination.

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2. Fee

2.1 TeamLease shall pay Vendor the amount agreed in the respective SOW (“SOW”) signed between the
parties.

3. Obligations of Vendor

3.1 The Vendor recognizes that it owes a duty of good faith to TeamLease and shall not enter into any
arrangement or carry out any activity that might create a conflict of interest with its obligations
hereunder, and the Vendor warrants that it will not do anything that is prejudicial to the interest or
reputation of TeamLease including but not limited to charging of any service fees/consideration to the
candidates.

3.2 The Vendor shall (a) use its best efforts, devote its time and attention and exercise due skill and
diligence for and in providing the Services; (b) abide by the instructions, guidelines and procedures
of TeamLease and maintain the performance standards and service levels prescribed by TeamLease
from time to time, in providing the Services; (c) keep abreast of TeamLease’s philosophies, business
ethics, policies and practices concerning conduct of business and applicable to the scope of the
Services; and (d) comply with all applicable laws, rules, regulations and directions in the
performance of the Services.

3.3 The Vendor shall indemnify and keep TeamLease, its directors, officers, employees and other
representatives indemnified from and against any losses, damages, costs, claims, expenses, or
charges (including without limitation, legal fees) that may be incurred by any or all of them arising
due to any act or omission by the Vendor and/or breach by the Vendor of its obligations under this
Agreement.

3.4 The Vendor shall not issue advertisements for recruitment or other publicity using TeamLease’s
corporate name, trademark/trade name, logo and the like, without the express written consent of
TeamLease in writing as to the nature, mode, manner and media of dissemination.

3.5 The Vendor represents and warrants that they will not, during the term of this Agreement,
including during its extension period if any and for a period of twelve months after termination
howsoever caused, directly or indirectly poach any TeamLease’s personnel for products or services
which could reasonably be determined to be competitive with the products or services or proposed
products or services of TeamLease. In the event of default or breach of this clause by the Vendor, it
shall pay to TeamLease by way of Liquidated Damages an amount equal to the gross annual salary as
at the time of the breach of the personnel or employee concerned. However the Liquidated
damage does not limit the TeamLease’s right to terminate this agreement with the Vendor.

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3.6 The Vendor hereby agrees not to provide similar services to any of the Clients of TeamLease and
any failure of which the Vendor shall be liable to indemnify TeamLease for such amounts of
liquidated damages as determined by TeamLease at its sole discretion and the Vendor shall not
dispute such amounts so determined.

3.7 The Vendor shall not assign, sub-let, sub-contract this agreement or the services to be rendered
herein to any other third party/entity without the prior written consent of TeamLease.

3.8 “Vendor should not charge any money from the candidates in any case”

4. Payments and Settlements

4.1 Vendor shall raise an invoice upon completion of the replacement period as defined in the
respective SOW and the fee is payable within 30 days subject to receipt of payments from
TeamLease Client. Payments are to be released by A/c Payee cheque, in favour of ‘Vendor’

5. Indemnity

The Vendor shall have liability and shall indemnify and keep TeamLease indemnified for any loss, liability,
costs (including reasonable legal costs), damages and expenses incurred by TeamLease, arising from any
breach by the Vendor of the terms of this Agreement and/or in connection with the provision of the
Services hereunder, including, without limitation any negligent or wreckless act, omission or default,
fraud, misrepresentation, wilful misconduct or failure to comply with local laws.
6. Settlement of Disputes

6.1 Neither Party shall be entitled to make any claim and or be liable to the other Party whether in tort
(including negligence) contract or under any other legal theory except as specifically provided in this
Agreement.

6.2 If for any reason TeamLease and the Vendor are unable to resolve a claim for an adjustment,
either party shall notify the other in writing that a dispute exists and request a final determination.
Any such request by the Party shall be clearly identified by reference to this Section and shall
summarize the facts in dispute and the Party’s proposal for resolution. If the matter cannot be
resolved mutually, the dispute shall be referred for Arbitration in accordance with the Arbitration
and Conciliation Act, 1996.

7. Entire Agreement

7.1 This Agreement and documents attached herewith constitute the entire agreement between the
Parties with respect to the subject matter hereof.

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7.2 No changes, amendments, modifications or waiver of any of the terms and conditions hereof shall be
valid, unless reduced to writing and signed by duly authorised representatives of both parties hereto.

7.3 This Agreement may be signed in counter parts.

8. Waiver

8.1 Failure by TeamLease or the Vendor to enforce at any time or for any period any one or more of
the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time
subsequently to enforce all terms and conditions of this agreement.

We accept the above terms and duly affix our signatures as under for and on behalf of the parties.

9. “This agreement supersedes all/any agreement signed earlier”

For TeamLease Services Ltd. For

_____________________________ _______________________________
Signature Signature
Name Name :
Designation Designation :

Witnessed By:

_____________________________ _______________________________
Signature Signature
Name Name :
Designation Designation

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