SERVICES AGREEMENT

This SERVICES AGREEMENT (hereinafter referred to as “the Agreement”) is made BY AND

BETWEEN

_______________________,a Company incorporated and existing under the law of

____________________and having its registered office at __________________________________herein
after referred to as “VFS Global” (which expression shall mean and include its successors
and assigns) of the One Part.

AND

___________________., a Company incorporated and existing under the law of India and having
its registered office at__________________________.(hereinafter referred to as “SERVICE
PROVIDER”) which expression shall mean and include its successors and permitted assigns
of the OTHER PART.

(Hereinafter VFS Global and SERVICE PROVIDER are also collectively referred to as
“Parties” and individually as “Party”).

A. WHEREAS SERVICE PROVIDER has represented to VFS Global that it is in the

business ______________________ and holds all relevant licenses required for the said
business.
B. AND WHEREAS VFS Global is in the business of providing visa related services
inter alia accepting and processing visa applications to various embassies.
C. AND WHEREAS VFS Global desires to obtain support and services including but
not limited to ___________________________________ in _________________ and the SERVICE
PROVIDER has represented to VFS Global that it has the necessary expertise, skills,
resources experience, man power and infrastructure etc. for providing such
services and offered its services to VFS Global.

D. Based on the above representations received from SERVICE PROVIDER, VFS Global
has decided to engage the services of SERVICE PROVIDER, on the terms and
conditions hereinafter contained and the SERVICE PROVIDER agrees to the same.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Services and Scope

1.1. Subject to the terms and conditions of this Agreement, SERVICE PROVIDER shall
provide the services related __________________________________ and as more
 particularly provided in the Scope of Services and other documents annexed
hereto as Annexure 1 (hereinafter referred to as the “Said Services”).

2. Term
This Agreement shall be for a period of twelve (12)months and shall be deemed to
have commenced from ____________________________ and shall be valid up to
________________________.. (both days inclusive) unless terminated earlier by the
Parties in the manner provided in this Agreement.

3. Consideration
3.1. In consideration the Said Services to be provided by the SERVICE PROVIDER, the
parties agree that the payments shall be made as per the prices as more
particularly detailed in the Annexure - 2 hereto annexed and shall be inclusive of
all taxes such as VAT, Service Tax and other local taxes and levies as may be
applicable .

3.2. The SERVICE PROVIDER shall raise a valid invoice/ bill in respect of the Said
Services (hereinafter referred to as the “Invoice”) and the payments in respect of
all undisputed Invoices shall be made by VFS Global within a period of thirty [30]
days of its receipt. VFS Global shall be entitled to scrutinize any and all Invoice
received by VFS Global. SERVICE PROVIDER shall rectify the error or discrepancy
in the Invoice, if any, upon intimation by the VFS Global and VFS Global shall make
the payment within 30 (thirty) days from the receipt of the corrected/ rectified
Invoice from the SERVICE PROVIDER after error/discrepancy pointed out by VFS
Global.

[Link] however that such payments as mentioned in clause 3.1 above for
the Said Services shall be made only after submission of the quarterly final
report by the SERVICE PROVIDER and acceptance of the same by VFS Global.

[Link] further that no payment as mentioned in clause 3.1 hereto shall be

made, in case of any delays, defaults or incomplete Said Services due to
reasons attributable to the SERVICE PROVIDER.

3.3. All amounts payable to the SERVICE PROVIDER shall be subject to such
withholding tax, tax deduction at source, if any, at such rates as may be required
under as applicable laws.

3.4. The Parties herein shall be liable to pay the respective taxes and other statutory
payments in respect of their business that may be relevant and/or come into force
from time to time and neither Party shall be called upon to discharge any such
liability on behalf of the other Party.

3.5. SERVICE PROVIDER shall refund to VFS Global the full value of any commissions,
rebates, volume discounts and any other payments or benefits which are granted
or accrue, or could be granted to SERVICE PROVIDER in connection with
purchases charged to VFS Global.
 3.6. SERVICE PROVIDER must give VFS Global prompt, complete and written disclosure
of all prices paid and discounts or other value obtained by SERVICE PROVIDER, and
a specific description of the manner in which SERVICE PROVIDER has given VFS
Global the benefit of such items.

4. Obligations of Parties
4.1. SERVICE PROVIDER shall provide the Said Services in terms of this Agreement
and as more particularly provided in Annexure 1 annexed hereto.

4.2. SERVICE PROVIDER shall depute sufficient number of duly skilled and
experienced staff/ representative to provide the Said Services. SERVICE
PROVIDER further agrees to abide by requirements set out in the Annexure -4
annexed to this Agreement in respect of such staff/ representative.

4.3. SERVICE PROVIDER shall be responsible to arrange, provide and maintain

necessary equipment, hardware and software etc. required for providing Said
Services at its sole cost and expenses and VFS Global shall not be in any manner
charged for the same.

4.4. SERVICE PROVIDER further agrees and undertakes that it shall solely responsible
and liable for coordinating all matters relating to the Said Services. VFS Global
shall not be responsible and liable for the consequences arising out of the same.

4.5. SERVICE PROVIDER shall perform its obligation under this Agreement in an ethical
manner and not to indulge in corrupt practices of any form or such as offering,
giving, inducing or agreeing to give to anyone, bribe of gift or consideration of any
kind as an inducement or reward to obtain any favour, benefit or performance.

5. Representations & Warranties of Parties

5.1. VFS Global represents and warrants that it is duly organized and existing under
applicable laws and is authorized to enter in to this Agreement and that the
person signing this Agreement on behalf of VFS Global is authorized to enter this
Agreement, and that this Agreement shall be binding upon VFS Global.
5.2. SERVICE PROVIDER represents and warrants that SERVICE PROVIDER is duly
organized and existing under applicable laws and is authorized to conduct and
undertake activities as proposed by this Agreement, that the person signing this
Agreement on behalf of SERVICE PROVIDER is authorized to enter this
Agreement, and that this Agreement shall be binding upon SERVICE PROVIDER.

5.3. SERVICE PROVIDER further represents and warrants that it shall at all times
during the continuance of this Agreement ensure that all the approvals, licenses
and permissions required by SERVICE PROVIDER for the purpose of performing
its obligations under this Agreement are legal and valid and shall ensure that the
same are renewed and kept in force and valid during the entire Term of this
Agreement.
 5.4. Both Parties undertake and warrant to each other that the Parties will:

[Link] with all applicable laws, rules and regulations (including in relation to
Tax) existing and as may be amended from time to time by the Government
;and
5.4.2. be liable for and pay all costs and expenses incurred in connection with the
performance of its obligations under this Agreement, except as expressly
agreed by the Parties otherwise in writing.

5.5 SERVICE PROVIDER shall follow and comply with all relevant laws related to
environment, health and safety as applicable to its business and operations.
SERVICE PROVIDER further undertakes to comply with VFS Global policy and
objectives with respect to environment, health and safety with respect to Supplier/
Service Provider/ Vendor/ Contractor, as set out in Annexure -5 annexed hereto.
SERVICE PROVIDER agrees to keep VFS Global fully indemnified in respect of any
breach of this clause.

6. Indemnity

6.1. SERVICE PROVIDER agrees to indemnify VFS Global protect, defend, indemnify
and hold harmless VFS Global and its employees, officers, directors, agents or
representatives from and against any and losses, costs, charges, claims, liabilities,
damages, fines, penalties and expenses (including reasonable legal costs,
disbursements and attorney fees) harm and injury that may be incurred or
suffered by VFS Global arising from or relating to:

[Link] any breach of the terms and conditions of this Agreement including but not
limited to confidentiality or anti-bribery obligations, by SERVICE PROVIDER.
6.1.2. Any breach of any statute, regulation, direction, orders or standards from any
governmental body, agency or regulator applicable to SERVICE PROVIDER;
6.1.3. Any issues, grievances, disputes, complaints or claims of infringement of any
intellectual property right or any other dispute with any third party related
thereto against SERVICE PROVIDER.
6.1.4. SERVICE PROVIDER further agrees to indemnify and keep indemnified VFS
Global against:
[Link]. any taxes, costs, charges, expenses that VFS Global may be called
upon or liable to pay whether at present payable or in the future on
arising from activities undertaken by SERVICE PROVIDER pursuant to
this Agreement.
[Link]. Any expenses including reasonable attorney fees that may be
incurred by VFS Global for enforcing the terms and conditions of this
Agreement.

7. Limitation Of Liability

7.1. Under no circumstances will VFS Global be liable to the SERVICE PROVIDER for
lost profits, or for any indirect, incidental, consequential, special or exemplary
damages arising from the subject matter of this Agreement, regardless of the type
 of claim and even if VFS Global has been advised of the possibility of such
damages, such as, but not limited to loss of revenue or anticipated profits or loss
business.

7.2. Notwithstanding anything to the contrary it is further clarified that in case of any
liability arising on VFS Global by reasons of or under this Agreement, VFS Global’s
entire liability shall be limited to the payment made to SERVICE PROVIDER under
this Agreement in the immediately preceding three (3) months prior to the date of
the incident (when it first arose)giving rise to such liability and in any event the
liability of VFS s Global hall only arise if such liability is solely and directly
attributable to the gross negligence or lapse on the part of VFS Global.

8. Confidentiality – Non-Disclosure Agreement

8.1. SERVICE PROVIDER agrees to keep all the Confidential Information disclosed,
acquired received or accessed or created or learnt by SERVICE PROVIDER during
performance of its obligations and activities under this Agreement confidential,
and the same shall be used solely as contemplated by this Agreement. No publicity
or advertisement containing any reference any to this Agreement, the
arrangement contemplated herein, VFS Global shall be made by SERVICE
PROVIDER in any manner and in any media whatsoever.
8.2. For this purpose “confidential information” shall mean any and all information
learnt, acquired or received by SERVICE PROVIDER, whether disclosed or made
available to SERVICE PROVIDER either directly or indirectly, in writing, in
machine readable form, orally or visually or by inspection of tangible objects or
which should reasonably be understood as being confidential in the context or
circumstances of its disclosure and shall include but shall not be limited to all
non-public business and technical information, all sales and operating
information, existing and potential business and marketing plans and strategies,
financial information, cost and pricing information, know-how, drawings,
concepts, reports, methods, processes, techniques, operations, devices or other
statistical information related to the scope of this Agreement.
8.3. All information relating to any “Non-Public Personal Information” (as defined
below) provided by or disclosed VFS Global or collected or received by SERVICE
PROVIDER in the course of performing the services hereunder. “Non-Public
Personal Information” shall mean nonpublic or personally identifiable
information about visa applicants, clients, customers, staff or employees of VFS
Global or other individuals at the VFS Global Premises regardless of the form or
manner of receipt shall also be deemed to be Confidential.
8.4. SERVICE PROVIDER undertakes to keep such information strictly confidential and
shall not use such confidential data or information for any activity including cross
selling, except for the limited purpose of performance of obligations under this
Agreement and to the extent specifically set out under this Agreement.
8.5. Confidential Information shall not, however, include any information which :-
[Link] publicly known and made generally available in the public domain
prior to the time of disclosure by VFS Global;
[Link] publicly known and made generally available subsequent to
disclosure by VFS Global to SERVICE PROVIDER through no action or
inaction of SERVICE PROVIDER.
 [Link] already in the possession of SERVICE PROVIDER without any
confidentiality obligations at the time of disclosure by VFS Global;
[Link] lawfully obtained by SERVICE PROVIDER from a third party without a
breach of such third party’s obligations of confidentiality; or is
independently developed by SERVICE PROVIDER without use of or
reference to VFS Global’s Confidential Information as shown by
documents and other competent evidence in SERVICE PROVIDER’s
possession.

8.6. In the event SERVICE PROVIDER receives a subpoena or other validly issued
judicial process requesting, or is required by a government agency or law
enforcement agency to disclose, Confidential Information of VFS Global, then
SERVICE PROVIDER shall promptly notify VFS Global (in every event prior to
disclosure of Confidential Information) and will reasonably cooperate with VFS
Global to obtain appropriate protective orders and/or to seek confidential
treatment, provided that any such disclosure made by SERVICE PROVIDER is
limited to the minimum extent necessary to comply with the legal requirement,
including the incorporation of reasonably requested redactions.
8.7. SERVICE PROVIDER shall ensure that Confidential Information disclosed to its
staff, representatives, directors, partners and employees of SERVICE PROVIDER
(hereafter “personnel”), shall be on a strict “need to know basis” and shall ensure
that such personnel are bound by written confidentiality and non-use obligations
atleast as restrictive as the obligations contained herein and shall be liable for
breach of any confidentiality and non- use obligations by itself, or such personnel
of SERVICE PROVIDER.
8.8. SERVICE PROVIDER, shall ensure that SERVICE PROVIDER and its personnel shall:
[Link] disclose or use the Confidential Information in any manner except as
expressly authorized by this Agreement;
8.8.2. shall treat Confidential Information with at least the same degree of care that
it treats its own confidential information, but in no event with less than a
reasonable degree of care;
[Link] prevent disclosure of Confidential Information to unauthorized parties;
and
8.8.4. shall maintain adequate security measures to safeguard the Confidential
Information from unauthorized disclosure, access, use and misappropriation;
[Link] notify the VFS Global immediately of any loss or unauthorized
disclosure or use of Confidential Information that comes to its attention.

8.9. All Confidential Information shall remain VFS Global property and upon demand
or upon the expiry or earlier termination of this Agreement for any reason or
upon a written VFS’s request, the SERVICE PROVIDER shall immediately return
any and all documents, electronic media and other tangible items or other
material of any kind, containing or pertaining to any Confidential Information,
together with any and all copies, reproductions and samples of any of the
foregoing. To the extent such return is not reasonably practical, upon instructions
of VFS Global; SERVICE PROVIDER shall destroy such material and data and
provide VFS Global with a certificate by its authorized representative certifying
such return and/or destruction.
 8.10. Notwithstanding expiry or earlier termination of this Agreement, all
obligations under this confidentiality clause shall survive in perpetuity or until
such information becomes part of the public domain other than by breach by
SERVICE PROVIDER of the confidentiality obligations contained herein, whichever
is later.

8.11. SERVICE PROVIDER agrees that any unauthorized use or disclosure of

Information or breach of the confidentiality obligations by SERVICE PROVIDER
may cause immediate and irreparable harm to VFS Global for which money
damages may not constitute an adequate remedy. In such event, VFS Global shall
in addition to all other remedies available in equity, in law or under this
Agreement, be entitled to obtain injunctive or such equitable relief as appropriate
including permanent injunction and specific performance.

8.12. Notwithstanding the above, if so required by VFS Global, SERVICE

PROVIDER agrees to execute a separate Non- disclosure Agreement in the format
acceptable to VFS Global.

8.13. .

9. Re-procurement Costs

9.1. The SERVICE PROVIDER shall provide the Said Services in strict adherence to the
SOW at Annexure – 1 and as per the time lines, specifications and requirements as
agreed and/or communicated. Failure to provide Said Services (unless it is due to
reasons entirely attributable to VFS Global) may constitute a material breach of
this Agreement by the SERVICE PROVIDER. In that event VFS Global shall be
entitled to require the SERVICE PROVIDER to refund such payments already made
for the Said Services or part of it and/or to terminate either such part of the Said
Services which were not provided by SERVICE PROVIDER or this entire
Agreement. Further if VFS Global terminates this Agreement due to above, in such
event VFS Global reserves the right to assess against SERVICE PROVIDER any
excess re-procurement cost incurred by VFS Global, which is defined as the
difference between VFS Global’s cost for performing and /or procuring the Said
Services from another provider/ vendor and the amount VFS Global was required
to pay to SERVICE PROVIDER for the Said Services, plus reasonable expenses
incurred by VFS Global in identifying and contracting with another provider/
vend or in this regard. These amounts shall be not considered or construed as a
penalty.

10. Publicity

Except as permitted in this Agreement, SERVICE PROVIDER shall not without prior
written permission of VFS Global, whether by way of advertising, promotion or
publicity material or otherwise display or communicate its association with VFS
Global, or this Agreement in any manner.

11. Trademark copyright, logos and other intellectual properties

 11.1. It is expressly agreed and clarified that, except as specified and agreed in
this Agreement, each Party shall retain all right, title and interest in their
respective trademarks, copyrights, logos and other intellectual properties
(hereinafter referred to as “Intellectual Properties”) and that nothing contained in
this Agreement, nor the use of the Intellectual Properties on the publicity,
advertising, promotional or other material of the other by a Party in performance
of the obligations under this Agreement shall be construed as giving to any Party
any right, title or interest of any nature whatsoever to any of the Intellectual
Properties of the other.
11.2. Upon termination of this Agreement, the Parties shall forthwith cease to
use all Intellectual Properties if any belonging to the other as may have been
permitted to be used by the Parties for the purpose of this Agreement.

12. Data Protection

12.1. SERVICE PROVIDER is prohibited from collecting or processing any data or
information acquired by it during providing the Said Services.
12.2. The Parties acknowledge and agree that all data generated, if any, while the
course of this Agreement including but not limited to shall be exclusively owned
by VFS Global including the intellectual property rights in such data. SERVICE
PROVIDER undertakes not to use any such data in any form whatsoever, other
than in the manner envisaged in this Agreement, nor pass it or sell the same to
any individual(s) or companies for its own benefit or otherwise and shall be solely
responsible to ensure compliance with various laws regulating such data
including but not limited to the provisions of Data Protection legislation as
applicable.

13. Termination
This Agreement may be terminated in the manner as provided hereinafter:

13.1. For Convenience: Either party may terminate this Agreement for
convenience by giving at least thirty (30) days prior written notice to the SERVICE
PROVIDER in that behalf without assigning any reason therefore.
13.2. This Agreement shall be automatically terminated, if :
13.2.1. either Party is dissolved, wound up or goes into liquidation, or
13.2.2. a trustee or receiver is appointed by operation of a lawful order of a court
of competent jurisdiction to take over the assets of such a Party; or
13.2.3. any proceedings under bankruptcy laws are initiated; or
13.2.4. a party ceases to carry on its business as described in this Agreement; or
13.2.5. if SERVICE PROVIDER’s license to operate or perform its obligations under
this Agreement or in general is revoked by the concerned authorities;

13.3. Event of Breach: In the event that VFS Global deems SERVICE PROVIDER to
be in default of, unsatisfactory performance of or in breach of any or all of
SERVICE PROVIDER’s obligations under this Agreement, VFS Global shall provide
written notice to SERVICE PROVIDER to cure such default within 15 (fifteen) days
of receipt of such notice. If the default is not cured within Fifteen (15) days of
receipt by SERVICE PROVIDER of such cure notice, then VFS Global shall be
entitled at its sole option to forthwith terminate this Agreement without any
liability.
 13.4. Notwithstanding anything contained herein, VFS Global shall be entitled to
forthwith terminate this Agreement without any liability in the event of:-
(i) SERVICE PROVIDER is in breach of any terms and conditions of this
Agreement, which in the judgment and opinion of VFS Global in not
capable of being rectified or remedied; or
(ii) SERVICE PROVIDER not adhering to the policies of VFS Global from time
to time including but not limited to security policies;
(iii) In the event that the agreement with owner/ landlord in respect of the
VFS Global Premises where the Services are to be carried out, expires or
is earlier terminated for any reason whatsoever.
(iv) Unsatisfactory performance/ provisions of its obligations by SERVICE
PROVIDER;
(v) In the event of failure on the part of the SERVICE PROVIDER to comply
with the requirements laid down in this Agreement related to avoidance
of corrupt practices and bribery.
13.5. VFS Global shall not in any manner or to any extent whatsoever be liable to
SERVICE PROVIDER for termination of this Agreement for any reason.

14. Effect of Expiry or Termination

14.1. Following expiry or any termination of this Agreement the following shall ensue,

14.1.1. SERVICE PROVIDER shall forthwith cease to provide the Said Services as
contemplated under this Agreement;
14.1.2. SERVICE PROVIDER shall remove itself and all its belongings and persons
from all the VFS Global Premises, with immediate effect.
14.1.3. SERVICE PROVIDER shall forthwith return to VFS Global all material and
data containing proprietary and Confidential Information of, belonging to or
shared by VFS Global, if any, in all forms partial and complete, in all types of
media and computer systems, and whether or not merged with other
materials. To the extent such return is not reasonably practical, on
instructions of VFS Global, will destroy such material and data and provide
VFS Global with a certificate by its authorized representative certifying
destruction.
14.1.4. all rights and obligations that may have accrued to the Parties up to such
expiry or termination, shall survive such expiry or termination.

15. Remedies
 In the event of any breach or default of any of the terms of this agreement including
breach of confidentiality or anti-bribery obligations contained herein by the SERVICE
PROVIDER or in the event of the SERVICE PROVIDER not complying / fulfilling with
any of its representations or obligations set forth in this Agreement, VFS Global shall
be entitled to all remedies available to it under law and equity including but not
limited to damages, injunction, specific performance and all legal costs (including
reasonable attorney fees) incurred in connection with enforcing its remedies.

16. Dispute Resolution

16.1. In case of any dispute relating to this Agreement between the parties shall
in the first instance be resolved amicably by the Parties, failing which the disputes
shall be referred to arbitration in accordance with the applicable laws (hereinafter
referred to as the “Arbitration”), by sole arbitrator appointed by VFS Global in
consultation with SERVICE PROVIDER. The place of the Arbitration shall be
_______________ and language of Arbitration shall be English. In case parties fail to
agree on sole arbitrator, each party shall appoint one arbitrator each, and such
arbitrators shall appoint an umpire/ third arbitrator.
16.2. Parties shall bear the cost of Arbitration, in equal proportion, with each
party bearing its respective counsel/advocate fees.

17. Governing Law Jurisdiction:

The validity, construction and performance of this Agreement, including its

enforcement shall be governed by and interpreted in accordance with the Laws of
______________. The Parties hereby expressly agree that any differences and disputes
arising out of or in connection with this Agreement parties shall be subject to the
jurisdiction of the competent Courts at _______________i to the exclusion of all other
jurisdictions.

18. Miscellaneous

18.1. Entire Agreement: The Agreement and its annexure constitute an entire
agreement of the Parties and is the exclusive, complete, final and sole statement of
the entire understanding between the Parties hereto with respect to the subject
matter covered herein and supersedes all prior understandings and / or
agreements, arrangements, promise or condition (whether verbal and / or
written) unless specifically incorporated herein.
18.2. Severability: The various provisions of the Agreement are severable and if
any provision is found by the Parties hereto or is held to be invalid or
unenforceable by any court of competent jurisdiction such invalidity or
unenforceability shall not affect the validity or enforceability of any of its other
provisions and the invalid, illegal or unenforceable provision(s), which shall be
replaced by a mutually acceptable provision(s), which being valid, legal and
enforceable, comes closest to the intention of the parties underlying the invalid,
illegal or unenforceable provisions (s) unless it goes to the root of the Agreement
or radically affects it.
18.3. Independent Contractors: This Agreement is on principal to principal
basis. The Parties to this Agreement are independent contractors. Neither Party
will have the power to bind the other or incur any obligations or to act or make
 representations on behalf of the other party or to create any contractual liability
or to otherwise bind the other party without the other Party’s prior written
consent. This Agreement shall neither be deemed to create any employee
employer relationship, partnership, association, agency or joint venture between
the Parties nor seek to impose any liability attributable to such relationship upon
either Party.
18.4. Force Majeure: Neither Party shall be deemed to be in default or liable to
the other for any delay or non-performance of obligations under this Agreement
in the event and to the extent such delay or non-performance is due to an event of
Force Majeure.
18.4.1. For purposes of this Clause, “Force Majeure” means an event explicitly
beyond the control of a Party and not involving such a Party’s fault or
negligence and not foreseeable by such a Party. Such events may include, Acts
of God or of public enemy, acts of Government of India in their sovereign
capacity and acts of war.
18.4.2. If a Force Majeure situation arises, the affected Party shall promptly notify
the other in writing of such occurrence, the cause thereof and its expected
duration and cessation, without undue delay. Unless otherwise directed by
the other party in writing, the affected Party shall continue to perform his
obligations under this Agreement as far as is reasonably practical, and shall
seek all reasonable alternative means for performance of those obligations
not prevented by the Force Majeure event.
18.4.3. In such a case the time for performance shall be extended by a period (s)
not less than duration of such delay.
18.4.4. If the event of Force Majeure issues does not cease within a period of one
(1) month from the date of intimation by the affected Party, both VFS and the
SERVICE PROVIDER shall hold a meeting in an endeavor to find a solution to
the problem.
18.4.5. Notwithstanding the above, in such a situation, the decision of VFS Global
(including but not limited to the decision to terminate this Agreement or part
thereof which is affected by Force Majeure situation) shall be final and
binding on the SERVICE PROVIDER.
18.4.6. Delivery of Notices: All notices or other communications required to be
given hereunder shall be in writing, in English language and delivered either
personally or by mail, certified, return receipt requested, postage prepaid,
and addressed as provided herein or as otherwise requested in writing by
the receiving Party in accordance with terms of this clause. Notices delivered
personally shall be effective upon delivery and notices delivered by mail shall
be effective upon their receipt by the Party to whom they are addressed or
three days from the date of dispatch, whichever is earlier.

In case of any notice or communication to VFS Global same shall be sent at:
Kind Atten:Name: _________________
Designation:____________________________

Address: _______________________

In case of any notice or communication to SERVICE PROVIDER same shall be sent at:
Kind Atten:Name: _________________
 Designation:____________________________

18.5. Address: _______________________ Joint meetings: The parties agree to

undertake a joint meeting, when one party requests it to the other. Such meeting
may be held by telephone conference or in such other manner as may be agreed
by the parties hereto.
18.6. Headings: The caption and headings used in this Agreement are inserted
for convenience only and will not affect or govern the meaning or interpretation of
this Agreement.
18.7. Modification: This Agreement may not be modified or amended in any
respect, except in writing signed by the authorized representatives of the Parties.
18.8. Annexure: All the annexure to this Agreement, including the annexure
hereto, to are part and parcel of this Agreement provided however that in the
event of any conflict between the provisions of the annexure and the terms and
conditions of this Agreement, the terms and conditions of this Agreement shall
prevail.
18.9. Assignment: This Agreement is personal to SERVICE PROVIDER and
SERVICE PROVIDER shall not assign this Agreement or any of its rights and
obligations hereunder, without the prior written consent of VFS Global; any such
attempted assignment shall be null and void. However VFS Global shall be entitled
to assign or transfer any of its rights and liabilities hereunder to any subsidiary or
group entity.
18.10. Non-Exclusivity: This is nonexclusive arrangement and nothing in this
Agreement will prevent either party from working with any other third party
involved in business same or similar to the other and entering into same or
similar Agreements.
18.11. Waiver: A waiver of any defaults hereunder or any provision under of this
Agreement shall not operate as continuing waiver of such a default or provision or
a waiver of any other default or any other provision.
18.12. Survival: The provisions of Clauses warranties and representation,
confidentiality and non-use obligations, limitation of liability, indemnity,
indemnity for non- payment of taxes, publicity, intellectual properties, data
protection, re-procurement cost, nature of agreement, dispute resolution,
governing law and jurisdiction etc. shall survive the expiry or earlier termination
of this Agreement for any reason whatsoever.
18.13. Signatures: This Agreement shall be signed by both the Parties. The date
this Agreement is signed by the last Party (as indicated by the date associated with
that Party’s signature) will be deemed the date of this Agreement. If a Party signs
but fails to date a signature (first Party), the date that the other Party receives the
Agreement signed by the first Party will be deemed to be the date that the first
Party signed this Agreement.

18.14. Counterparts: This Agreement shall be executed in two or more

counterparts with each Party retaining atleast one counterpart. Each of such
counterpart shall be deemed to be an original and all of which together shall be
deemed to be one single instrument.
 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives as of the date written below.

For and on behalf of For and on behalf of

VFS _______________________ __________________________

Signature…………………… Signature………………………….

Name…………………… Name………………………………

Designation………………… Designation……………………….

Date ……………………………… Date ……………………………….

In presence of:

Witness…………………… Witness…………………………

Address ….. ……… Address….. …………

 ANNEXURE 1
SCOPE OF SERVICES

For and on behalf of For and on behalf of

VFS _______________________ ______________________________________

Signature…………………… Signature………………………….

Name…………………… Name………………………………

Designation………………… Designation……………………….
 ANNEXURE 2

For and on behalf of For and on behalf of

VFS _______________________ ______________________________________

Signature…………………… Signature………………………….

Name…………………… Name………………………………

Designation………………… Designation……………………….
 ANNEXURE 3

For and on behalf of For and on behalf of

VFS _______________________ ______________________________________

Signature…………………… Signature………………………….

Name…………………… Name………………………………

Designation………………… Designation……………………….

ANNEXURE -4

VFS Global’ Policy & Objectives with respect to Environment, Health and Safety for Service
Provider

Service Provider agree to comply with and adhere to the following environment, health and
safety requirements:
 1. Service Provider shall comply with the relevant laws related to environment, health
and safety as applicable to it.

2. Service Provider shall endeavour to use environment friendly, energy efficient

and/or recycled products, materials and equipment in providing the Services.

3. Service Provider shall comply with the “Policies and objectives w.r.t environment,
health and safety of VFS Global for Suppliers/ Contractors/ Vendors/ Service Providers” in
order to promote a safe and secure environment and prevent pollution.

4. Service Provider shall endeavour to ensure that any vehicles used by the Service
Provider for performing the Services or in furtherance of providing the Services (including
but not limited to vehicles to move in and out of VFS Global premises) are pollution
controlled and wherever applicable has valid pollution under control certification.

For and on behalf of For and on behalf of

VFS _______________________ ______________________________________

Signature…………………… Signature………………………….

Name…………………… Name………………………………

Designation………………… Designation……………………….

ANNEXURE – 5

In respect of the STAFF/ REPRESENTATIVE to be deputed at the Premises the SERVICE

PROVIDER agrees to comply with the following:

i. The SERVICE PROVIDER shall furnish to VFS Global names and other details of
staff/representative to be deputed at the Premises the SERVICE PROVIDER shall ensure that
necessary background verification is done in respect of such Staff/ representative and the
background verification report shall be shared with VFS Global;

ii. SERVICE PROVIDER shall ensure that the staff/ representative deputed at the
Premises, is made aware by SERVICE PROVIDER of all requirements of VFS Global and
strictly adheres to VFS Global procedures and policies and all the rules, regulations and
guidelines issued by VFS Global,
iii. Such staff/ representative of the SERVICE PROVIDER shall not be allowed to carry
CD/Mobile/Camera/Pen Drives/ compact disk or other Storage Devices or any other
 electronic devices in to the Premises. All such devices, if any, carried by the staff/
representative of SERVICE PROVIDER shall be declared at the time of entering the Premises
and deposited with VFS Global security at the Premises. The VFS Global Security or other
personnel may in their sole discretion even refuse entry to such staff/representative and
require them to take such devices back with them.

iv. The SERVICE PROVIDER shall ensure that its staff/ representative shall wear
uniform (as provided by the SERVICE PROVIDER) /formal attire, carry identity card
(provided by SERVICE PROVIDER) and observe and maintain decorum at the Premises.

v. The SERVICE PROVIDER shall ensure that its staff/ representative does not interfere
in the operations of VFS Global at Premises and does not move around the Premises other
than the area where the Service are to be provided.

vi. The SERVICE PROVIDER shall ensure that staff/ representative adhere to the
restrictions imposed by VFS Global regarding movement within, around or in the vicinity of
the Premises from time to time. Notwithstanding anything to the contrary in case of breach
of this obligation, VFS Global shall be entitled, at its option, to forthwith terminate this
Agreement.

vii. SERVICE PROVIDER undertakes to inform VFS Global in writing prior to any change
in the staff/representative deputed by SERVICE PROVIDER at the Premises.

viii. SERVICE PROVIDER shall on any request that VFS Global may have to change
staff/representative of SERVICE PROVIDER at the Premises and SERVICE PROVIDER shall
after consulting VFS Global, in good faith, replace the concerned staff/representative.

ix. Any change in staff/ representative for any reason shall be required to undergo
same background verification and subject to VFS Global approval as provided in this
Agreement.

x. SERVICE PROVIDER shall be liable for any omission, commission, negligence, lapse
or default breach by the staff/representative.

For and on behalf of For and on behalf of

VFS _______________________ ______________________________________

Signature…………………… Signature………………………….

Name…………………… Name………………………………

Designation………………… Designation……………………….