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Staffing Services Agreement - Cyient LTD
Staffing Services Agreement - Cyient LTD
Staffing Services Agreement - Cyient LTD
This Staffing Services Agreement (hereinafter “Agreement”) is made on this 10 th day of May,
2024(“Effective Date”) by and between Cyient Limited, a Company incorporated under the
Companies Act, 1956 with its registered office at 4 th Floor,'A' Wing, Plot No.11, Software
Units Layout, Infocity, Madhapur, Hyderabad-500081 (hereinafter “Cyient”) and SignOff
Semiconductors Private Limited, a Company incorporated under the Companies Act, 2013
with its registered office at 3rd Floor (A), LKS Complex No.309, 10th Main, 1st Block, Kalyan
Nagar, HRBR Layout, Bangalore-560043 (hereinafter “Staffing Firm/Supplier”)
RECITALS
WHEREAS Cyient and the Staffing Firm desire to enter into this Agreement to provide for each Party’s
rights and obligations with respect to the Staffing services to be provided by the Staffing Firm more
fully described in the Exhibit A, attached hereto and incorporated herein by reference (hereinafter
“Services”)
NOWTHEREFORE, in consideration of the promises and mutual covenants set forth herein, the Parties
agree as follows:
1.1 During the term of this Agreement, the Staffing Firm shall provide the Services as described on
Exhibit A to this Agreement.
2.1 In consideration of the satisfactory Services rendered by the Staffing Firm pursuant to this
Agreement, Cyient shall pay the amounts set forth herein the Exhibit A to this Agreement within
Thirty (30) days from the receipt of the undisputed invoice. Cyient shall pay all applicable taxes,
duties, fees and other charges of any kind (including sales, services, use, and value-added taxes) that
are imposed by or under the authority of any government or any political subdivision thereof as well
as any costs associated with the collection or withholding thereof and all government permit fees,
license fees and customs and similar fees levied on the Services hereunder. Provided however,
Staffing Firm expressly assumes all the tax and insurance liabilities associated with the compensation
paid to the Staffing Firm pursuant to this Agreement. In the event any amount in the invoice is
disputed, Cyient shall withhold the payment of such invoice until the dispute is amicably resolved
between the Parties.
In consideration of a satisfactory Service performance hereunder by the Staffing Firm, Cyient shall pay
a fee to the Staffing Firm for the Services as set forth in the Exhibit A incorporated as attachment(s)
into this Agreement. The Staffing Firm shall be required to submit invoices, in consistence with the
requirements of the applicable Plan specified in the Exhibit A, on the Staffing Firm’s letterhead or
form for services carried out by its subcontractors, agents, or employees. Cyient requires that
invoices must be tendered by postal mail or email and the invoice content shall be inclusive of the
Staffing Firms name and address for payment, the name of the individual providing or that provided
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such service, the project or client’s identification and all other applicable work orders, hours and time
period worked. The Staffing Firm agrees to submit the signed timesheets and approved by Cyient in a
proper form along with such work invoice as a prerequisite for payments.
It is herein understood and accepted by the Staffing Firm that Cyient is responsible to pay the Staffing
Firm only for those work hours that have been approved by Cyient. In the event that the Staffing Firm
is paid for overcharges, incorrect billings, and/or other charges for which the Staffing Firm is not
entitled to bill or any service that has not being approved by Cyient, the Staffing Firm hereby agrees
to reimburse Cyient immediately for the unapproved amount paid/charged.
The Staffing Firm shall maintain complete and accurate records of, and supporting documentation
for, all amounts chargeable to, and payments made by, Cyient under this Agreement, in accordance
with generally accepted accounting principles applied on a consistent basis, and shall retain such
records for a period of two years. The Staffing Firm shall be subject to audit by Cyient at anytime,
with five days’ written notice of audit and cost of such audit shall be borne by Cyient.
(i) Recruit, screen, interview, and assign its personnel (“Assigned Employees”) to perform the type of
work described on Exhibit A attached hereto under Cyient’s supervision at the locations specified on
Exhibit A;
(ii) Pay Assigned Employees’ wages and provide them with the benefits that Staffing Firm offers to its
employees. Pay, withhold, and transmit payroll taxes; provide unemployment insurance, general
liability insurance, registry bond and workers’ compensation benefits; and handle unemployment and
workers’ compensation claims involving Assigned Employees;
Therefore, in correspondence with the above paragraph, in the event that the Internal Revenue
Service, or any state or local government agency or any other applicable entity as may be the case,
determines that any employee, consultant, or subcontractor of the Staffing Firm is an employee of
Cyient for the purposes of any tax liability, or liability for any other statutory payment, the Staffing
Firm hereby agrees to indemnify Cyient and its directors or officers from any liability that may arise
thereon and releases Cyient from any and all liabilities, expenses and cost; including, but not limited
to reasonable attorney’s fees associated with the defense of such claim(s);
(iii)Promptly provide a similarly qualified replacement in case an Assigned Employee does not report
to work;
(iv) Require Assigned Employees to sign agreements as set forth on Exhibit B attached hereto
acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance,
pensions, or retirement plans, or any other benefits offered or provided by Cyient;
(v) Require Assigned Employees to do all things necessary for Cyient to comply with its customer
contractual obligations; and
(vi) Require Assigned Employees, if assigned by Cyient to work on Cyient customer premises, to
conform to the customer’s work schedule.
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3.2 The Staffing Firm confirms to have here by complied with all Federal, State and Local laws as
regards to business permits, licenses, sales permits, reporting requirements and any other legal
requirements of any kind that may be required in order to carry out herein agreed business and the
scope of work to be performed as an independent contractor in pursuant of this Agreement.
The staffing firm shall conduct the background verification of its resources and submit the report to
Cyient HR team within a period of 30 days from the date of onboarding of the resource. The
background verification shall include Government Identity check, Address check, Criminal record
verification, and Education verification and past work experience. In case of non- submission of these
BGV details, Cyient shall have the right to withhold the fee of the Staffing Firm till the time of
submission of the report. In case Cyient needs additional background check then cost of same shall
be borne by the Cyient.
4.1 The term of this Agreement shall commence from the date set forth above and shall continue for
a period of 2 year’s unless terminated by Cyient by giving a prior written notice of 30 days. The
Agreement can be extended for a further period of 1 year upon written agreement between the
Parties. Either party may terminate this Agreement including the Exhibit A in the event of breach of a
material term of this Agreement by the other party, which breach is not cured within thirty (30) days
from receipt of written notice. The foregoing thirty (30) day cure period shall not apply in the event of
breach of the obligations relating Confidentiality under Article 5.
4.2 Either Party may immediately terminate this Agreement upon written notice to the other Party in
the event of the other Party's insolvency or petition being filed by or against the other Party in
liquidation or a petition shall be filed by or against the other Party under any bankruptcy law,
corporate reorganization law, or any other law for relief of debtors (or law analogous in purpose or
effect).
5.1 The Staffing Firm acknowledges that it or any of its Assigned Employees, may acquire, or have
acquired, information about certain matters and things which are confidential and/or proprietary to
Cyient or its affiliates. The Staffing Firm acknowledges that disclosure of the Confidential Information
to any other third party could be detrimental to Cyient’s interests. The Staffing Firm therefore agrees
that it and its Assingned Employees shall not disclose the Confidential Information to any third party
either during or after the term of this Agreement (except to the extent that the Staffing Firm or its
Assinged Employees are required to do so with prior written consent of Cyient in order to perform
the Services), and shall exercise the same degree of care and protection with respect to the
Confidential Information of Cyient that it exercises with respect to its own confidential information,
but in no event shall the Staffing Firm exercise less than a reasonable standard of care to prevent
inadvertent disclosure of the Confidential Information to any third party.
Prior to the commencement of the Services between the Staffing Firm and Cyient, the Staffing Firm
shall cause each of the Staffing Firm’s staff, Assinged Employees, or contractor to sign a confidential
agreement with confidentiality obligations substantially similar to this Agreement.
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The Staffing Firm shall not directly or indirectly disclose, sell, copy, distribute, republish, create
derivative works from, demonstrate or allow any third party to have access to any of Cyient’s
Confidential Information, or use or circulate the Confidential Information of Cyient except to the
extent necessary for:
(ii) its obligations in connection with the provision of Services in accordance with this
Agreement; and
Exceptions - The confidentiality obligations of the Staffing Firm under this Agreement shall not apply
to Confidential Information:
(i) which at the time of disclosure is within the public domain, other than through a breach of
this Agreement;
(ii) which after disclosure becomes readily and lawfully available to the industry or the public,
other than through a breach of this Agreement;
(iii) which is subsequently lawfully and in good faith obtained by the Staffing Firm from an
independent third party without any breach of this Agreement, as shown by documentation sufficient
to establish the third party as a source of the Confidential Information, and not obtained in breach of
the Cyient’s confidentiality rights or illegally by the third party from some other party or Cyient; and
(iv) any Confidential Information which the Staffing Firm is by law, rule of the relevant stock
exchange or regulatory authority required to disclose, to the extent only of such required disclosure,
provided however that to the extent permitted by law, the Staffing Firm shall promptly notify the
disclosure of Confidential Information to Cyient so that Cyient may seek protective order or any other
remedies available.
It will be presumed that any Confidential Information in Staffing Firm’s possession is not within
exceptions (iii) or (iv) above, and the burden will be upon the Staffing Firm to prove otherwise by
records and documentation.
(e) Survival - The rights and obligations set out in this Article 5 shall survive and continue after
expiration or termination of this Agreement and shall bind the Staffing Firm, its legal representatives
and assigns.
(f) Relief - The Staffing Firm acknowledges that its failure to comply with the provisions of this
Article 5 shall cause irreparable harm to Cyient which cannot be adequately compensated for in
damages, and accordingly acknowledge that Cyient shall be entitled as a matter of right, in addition
to any other remedies available to it, to apply to a court of competent equitable jurisdiction for such
relief by way of a restraining order, injunction, specific performance, decree or otherwise, as may be
appropriate.
Ownership of Confidential Information: Cyient’s Confidential Information is and shall remain the sole
and exclusive property of Cyient and/or its affiliates, as applicable. The Staffing Firm acknowledges
that Cyient’s Confidential Information is the sole and exclusive property, and the Confidential
Information of Cyient. If required, Cyient may grant to Staffing Firm, during the term, a limited,
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revocable, non-transferable and non-exclusive licence to use the Cyient Confidential Information
solely as permitted by this Agreement and for the purposes of, and only to the extent necessary for,
the provision of the Services to Cyient.
For the purpose of this Agreement “Confidential Information” shall mean all information, data and
materials of Cyient which becomes known to the Staffing Firm and/or Assigned Employees directly or
indirectly, either orally, in writing or in any other form pursuant to and in conjunction with this
Agreement and which reasonably would be expected to be confidential and private to Cyient, and
which includes business information (including without limitation Cyient’s business plans, strategies,
commercial affairs, practices and financial information pricing, personal data)
6.1 The Staffing Firm will promptly disclose in writing to Cyient all works, products, discoveries,
developments, designs, innovations, improvements, inventions, formulas, processes, techniques,
know how and data (whether or not patentable, and whether or not at a commercial stage, or
registrable under copyright or similar statutes) which are authored, made, conceived, reduced to
practice or learned by the Staffing Firm and/or Assigned Employees (either alone or jointly with
others) as a result of performing the Services including any concepts, ideas, suggestions and
approaches related thereto or contained therein (collectively, the “Intellectual Property”).
6.2 The Staffing Firm hereby assigns and agrees to assign to Cyient, without royalty or any other
consideration except as expressly set forth herein, all worldwide right, title and interest that the
Staffing Firm and/or Assigned Employees may have or acquired in and to (i) all the Intellecutual
Property (ii) all worldwide patents, patent applications, copyrights, mask work rights, trade secrets
rights and other intellectual property rights in any Intellectual Property; and (iv) any and all “moral
rights”, that the Staffing Firm and/or Assigned Employees may have in or with respect to any
Intellectual Property. To the extent any moral rights are not assignable, the Staffing Firm and/or
Assigned Employees hereby waive, disclaim and agree that the Staffing Firm and/or Assigned
Employees shall not enforce such moral rights. The Staffing Firm agrees that such assignment shall
extend to all languages and including the right to make translations of the Intellectual Property.
Additionally, the Staffing Firm agrees, at no charge to Cyient, but at Cyient’s sole expense, to sign and
deliver to Cyient (either during or subsequent to Staffing Firm’s performance of the Services) such
documents as Cyient considers desirable to evidence the assignment of all rights of the Staffing Firm
hereunder, if any, described above to Cyient and Cyient's ownership of such rights and to do any
lawful act and to sign and deliver to Cyient any document necessary to apply for, register, prosecute
or enforce any patent, copyright or other right or protection relating to any Intellectual Property in
any country of the world.
7.1 The Staffing Firm hereby represents and warrants as of the Effective Date that:
i. it is a company, duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is operating Services;
ii. it has the rights, power and privileges to execute, deliver and perform its obligations under
this Agreement;
iii. the execution, delivery and performance of this Agreement have been duly authorized by the
Staffing Firm;
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iv. it has all rights necessary to make any assignment of Intellectual Property Rights required
under Article 6;
v. it is not insolvent and no controller has been appointed over any part of Staffing Firm’s assets
and no such appointment has been threatened;
vi. it is not in liquidation and no proceedings have been brought or threatened or procedure
commenced for the purpose of winding or placing the Staffing Firm under administration;
vii. it will comply, with all applicable laws, including applicable provincial, federal, state and
municipal laws, regulations, codes, ordinances and orders, as to which the Staffing Firm has
or should have knowledge and is applicable to the Services hereunder
viii. The Services will be performed in a professional and workmanlike manner.
ix. It shall provide a 30 working day warranty on Services. In the event the Staffing Firm’s
Assignecd Employees ceases performing under an effort within the first 30 working days for
any other reason other than Cyients termination without cause, Cyient will not be billed for
the Services performed within such 30 working period.
x. it is in compliance with and has obtained the requisite registrations under all applicable
labour regulations including the Employees’ Provident Funds and Miscellaneous Provisions
Act, 1952, Employees’ State Insurance Act, 1948, Industrial Employment (Standing Orders)
Act, 1946, and all applicable Shops and Establishment legislation
SECTION 8 INSURANCE
The Staffing Firm shall maintain in effect at all times during the term, at Staffing Firm’s sole expense,
the following insurance coverages (or such other coverages with higher limits as mutually agreed)
with the specified limits of liability:
INR 75 Cr aggregate for the Worker’s Compensation and limited to India jurisdiction.
9.1 The Staffing Firm shall indemnify and shall keep indemnified, defend, and hold harmless, Cyient,
its affiliates, and its and their directors, officers and employees from and against all and any claims,
demands, losses, damages, expenses and proceedings whatsoever (including reasonable attorneys’
fees and costs), arising or resulting from the (i) actions or omissions of the Staffing Firm or its
Assigned Employees, officers and agents in performing its obligations under this Agreement (ii) a
violation by the Staffing Firm of any applicable laws (including but not limited to applicable
immigration and export control laws) that relate to the Services rendered under this Agreement; (iii)
any claim based on the personal and bodily injury (including death) or damage to tangible personal
property received or sustained by reason of any act, negligence or omission of the Staffing Firm, or its
affiliates or their employees (including Assigned Employees), agents or subcontractors, in connection
with this Agreement; (iv) any claim that the Staffing Firm’s act or omission, breaches, infringes,
contravenes or otherwise interferes with any third party’s patent, copyright, trade secret or other
intellectual property, proprietary or any other rights; (v) its failure to discharge its duties and
responsibilities set forth in Section 3 hereunder; (vi) any claim with respect to wages, benefits,
workman compensation, or other similar claims arising from or connected with any Assigned
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Employees and (vii) any inaccuracy in the representation or warranty made by the Staffing Firm
hereunder.
9.2 The maximum liability of Cyient under this Agreement shall be limited to the aggregate of the
total fees paid or payable by Cyient to the Staffing Firm hereunder for the Services. Except for (a)
claims of Cyient’s customers or its Affiliates arising out of the Staffing Firm’s breach of any terms of
the Agreement; (b) Staffing Firm’s indemnification obligations in this Section; (c) Staffing Firm’s
breach of confidentiality and intellectual property obligations, (d) Staffing Firm’s fraudulent acts or
willful misconduct, neither of the Parties nor their respective affiliates shall be liable for any loss of
profit, business, goodwill or revenue or any special, punitive, indirect or consequential loss or
damages arising as a result of the performance of this Agreement, howsoever caused and irrespective
of any negligence or fault.
For a period of one (1) year following the Cyient’s acceptance of the final deliverable required
hereunder or termination/expiration of this Agreement, Staffing Firm shall not permit any Assigned
Employees who performed Services hereunder to perform same or similar services as performed by
such Assigned Employees for any Cyient’s and/or its customer’s competitors.
During the term of this Agreement and for a period of one (1) year after it is terminated, or for a
period of one year after completion of Services whichever is later, Staffing Firm shall not, either
directly or indirectly, render services for Cyient’s clients or end users for whom Services were
rendered pursuant to this Agreement.
For avoidance of doubt, the Staffing Firm agrees and undertakes that it shall refrain from entering
into the contractual relationship (either on their own account or on that of the third party) with the
customer(s) of Cyient or its Affiliates based on or relating to those business opportunities which have
been introduced to the Staffing Firm by Cyient primarily through the relationship established because
of this Agreement. This clause shall survive any termination or expiration of this Agreement.
11.1 Neither Party shall be liable for any failure or delay in performance of its obligations under this
Agreement if the same is caused by an event of force majeure, which is neither foreseeable or
preventable and which is entirely outside the direct or indirect control of either Party and includes
without limitation any Act of God, natural disaster, war, acts of terror or civil disobedience. In case
the Force Majeure event as provided hereunder extends for more than thirty (30) days Cyient shall be
entitled to terminate this Agreement with immediate effect and seek services similar to Services from
third party Staffing firm.
Cyient is committed to enabling a culture that values diversity and inclusion. In alignment with
Cyient’s commitment, Staffing Firm shall work towards establishing equitable workplace where
diverse practices are respected and valued. Staffing Firm shall plan programs such as sensitivity
training, women in leadership, diverse recruitment drives, flexible working hours to promote diversity
and inclusion across operations
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SECTION 12 NON-SOLICITATION
12.1 During the term of this Agreement and for a period of twelve (12) months after its termination
or expiration, neither Party shall directly or indirectly, without prior written consent of the other
Party, hire, retain, engage or otherwise employ or solicit or recruit for the purposes of employment
or engagement as an independent contractor or permit to be used any individual who is then or was
within the previous twelve (12) month period a full-time officer or employee of, or independent
contractor to, the other Party and engaged in the provision or receipt of the Services. For greater
certainty, the foregoing shall not prevent either Party from advertising employment or consulting
opportunities or otherwise soliciting such opportunities to the general public and/or from hiring or
employing any person who has responded to such advertising or solicitations.
SECTION 13 GENERAL
13.1 Assignment: Except as otherwise permitted under this Agreement, the Staffing Firm shall not,
without the prior written consent of Cyient assign or transfer its interest in or obligations under this
Agreement to any other person and such consent shall not be unreasonably withheld by Cyient. The
consent of a Party to any particular assignment or transfer shall not constitute such Party’s consent to
any other assignment or transfer. Any attempt to assign or transfer any of the rights, duties or
obligations in contravention of this Section shall be void. Notwithstanding the foregoing, a Party shall
be entitled, without the consent of a Party, to assign and/or share the benefit of this Agreement (and
all rights and licences granted pursuant to it) to any of its affiliates, any entity it acquires or is
amalgamated with, merges with or which acquires a Party, and any entity which is formed with any of
the present or future assets and personnel of a division of a Party. This Agreement shall be binding
on the Parties and their respective successors and permitted assigns.
13.2 Notices: All notices, requests, approvals, consents and other communications required or
permitted under this Agreement, other than operational notices or communications required in the
course of the provision of the Services, shall be in writing by personal delivery, registered mail or by
fax addressed as follows:
Cyient hereby designates Cyient’s representatives as follows:
Primary: CYIENT Limited.
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Dispute
Representative: [________________________]
All notices, requests, approvals, consents and other communications given by personal delivery will
be conclusively deemed to have been given on the day of actual delivery therefor, if by registered
mail, on the third (3rd) business day following the posting thereof for local or interstate mail, or on
the seventh (7th) business day following the posting thereof for international mail, or if given by fax,
on the day of transmittal thereof if given during the normal business hours of the recipient and on
the business day during which such normal business hours next occur if not given during such hours
on any day.
13.3 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be
unenforceable or contrary to law, then the remaining provisions of this Agreement, or the application
of such provisions to persons or circumstances other than those as to which it is invalid or
unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid
and enforceable to the extent permitted by law.
13.4 Waiver: No waiver by a Party of any breach of this Agreement or waiver of any warranty,
representation, or other provision hereunder shall be deemed to be a waiver of any other breach,
warranty, representation, or provision and no acceptance of performance by a Party after any breach
by the other Party shall be deemed to be a waiver of any breach of this Agreement or of any
representation, warranty, or other provision, whether or not the Party accepting performance knows
of such breach at the time of acceptance. All waivers must be in writing and signed by the Party
waiving its rights.
13.5 Governing Law: This Agreement shall be governed and construed in accoradance with the laws
of India. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters
contemplated hereunder shall be instituted exclusively in the courts of Bangalore, Karnataka and
each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or
proceeding and waives any objection based on improper venue or forum non conveniens.
13.6 Entire Agreement: This Agreement, including all schedules, attachments, constitutes the entire
agreement between the Parties relating to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.
There are no other representations, understandings or agreements between the Parties relating to
the subject matter hereof.
13.7 Public Announcement: Neither Party may make or authorize a press release or other public
statement relating to this Agreement, or the negotiations and dealings between the Parties unless
the Parties have each given their prior written consent about the nature, content and timing of the
release or statement.
13.8 Amendments: No amendment to, or change, waiver or discharge of, any provision of this
Agreement shall be valid unless in writing and signed by authorized representatives of each Party.
13.9 Statutory Compliance: Staffing Firm shall ensure compliance with all statutory employee
obligations including Minimum Wages, Dearness Allowance, ESI, PF, Bonus, Gratuity, Leave and all
other Acts as applicable from time to time during the period of contract. CYIENT will not be liable for
any statutory obligation for Consultant employees. A detailed list of onetime and periodic compliance
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requirements along with applicable statutory penalities has been provided under Exhibit-D of this
agreement
IN WITNESS WHEREOF, each Party has caused this Agreement to be signed and delivered by its duly
authorized representative(s).
By: By:
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EXHIBIT A
Note:
1) The resource provided by the Staffing Firm will have to accept and sign the Cyient’s Business
Code of Conduct and any other declarations/undertakings required or mandated by Cyient or
its customers.
2) For any resource to leave Cyient in the middle of the engagement period, a minimum notice
period of 1 month should be provided in case the project duration is ≤ 6 months. A minimum
notice period of 2 months should be provided in case the project duration is > 6 months.
4) In case of any behavioural issues of the resource, Cyient shall immediately terminate the
resource without providing any advance notice.
5) In case of Cyient providing any laptop or other hardware equipment to the resource,
cyient shall send the same to the Staffing Firm location with an asset identification Tag by
giving a declaration of the depreciated asset value and the same shall be hand over to the
resource, so that the Staffing Firm shall be liable to surrender the same to Cyient at the
time when the resource is relieved from Cyient. In case of the Staffing Firm not
surrendering the same to Cyient, an amount equivalent to the declared value of the asset
shall be deducted from the Staffing Firm’s fee from the upcoming invoices. In case the
laptop or any other hardware of Cyient being lost in the middle of the engagement, a fee
equivalent to the declared value of the asset shall be deducted from the Staffing Firm’s
invoice for the upcoming month.
6) Attrition to be maintained at <10% on quarterly basis (not more than 10% voluntary attrition
over a period of 3 months against deployed resources as per Cyient requirements).
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EXHIBIT B
EMPLOYEE WITNESS
Signature: Signature:
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Exhibit C
Annexure-1 Information Security and Data Privacy Requirements for Suppliers:
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a. Personnel with access to Cyient Information or Information assets shall sign an acknowledgement that
they have read and understood Cyient's Non-Disclosure and Acceptable Usage policy and Unacceptable
use of Cyient information or information assets of Cyient.
b. The supplier must follow security practices while handling all Information that is in process, transfer,
stored, retained or during disposal of Cyient confidential information.
c. Information shall not be excessively stored, printed, copied, disclosed or Processed by other means
outside the purpose mentioned within the MSA scope.
d. Information being processed and stored, must be logically isolated from the Suppliers own information
and from that of other supplier customers.
e. Upon conclusion or termination of Supplier’s contract, the Supplier shall sanitize and securely destroy
(or return) all copies of Cyient Information, including all backup media and archived copies, in any
electronic or non-electronic form.
f. If the personal information processed must be preserved at the contractor’s facility, contractors must
adhere to the applicable regulatory norms or data privacy laws
g. Supplier must return the Cyient owned equipment post the contract termination.
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d. Inform to Cyient within 24 Hrs. if any of the above control is failed to register an internal incident.
e. Any planned changes to the physical security controls where Cyient data being processed must be
notified 5 days in advance to Cyient for seeking any specific approvals
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d. Supplier shall cooperate fully with Cyient in dealing with these reports. Cooperation may include
providing access to computer-based evidence data1 for forensic evaluation.
c. Refrain from storing personal information on media connected to external networks unless
necessary for business purposes. Securely erase media containing personal or confidential
information before reuse.
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h. The disposal of Personal Information shall be recorded to certify to Cyient that such disposal has taken
place and auditable.
i. Where the return or disposal of some, or all of the Personal Information is prevented by law or regulation,
the Personal Information shall be kept confidential or anonymized and shall no longer be processed. Cyient
shall be informed if such obligations exist immediately when supplier becomes aware of them.
j. Personal Information shall not be excessively stored, printed, copied, disclosed or other means of
Processing outside the purpose for use.
k. The Data Subject shall be provided with access to his or her Personal Information for review.
l. In the event the Data Subject does not have direct access to his or her Personal Information on the data
being processed at Supplier, such Personal Information shall be transferred to Cyient in order to support any
Data Subject access request
m. Accuracy/Correction to the Personal Information shall be made only when the Data Subject or Cyient on
behalf of the Data Subject has made a written request for correction.
n. As long as the correctness of data is disputed the data shall be blocked for processing.
o. Disclosing Personal Information to a third party, such as a Third Party Sub Processor, shall only be allowed
with prior written consent from Cyient and only for the purposes identified in contractual agreements with
Cyient. Cyient shall have the right to evaluate the contractual terms and conditions described in section 3.q.
p. Prior to Supplier transferring Personal Information to a Third Party Sub Processor, the Supplier shall ensure
responsibilities of Supplier and of the Third-Party Sub-Processor are clearly described and implemented as
part of the commercial contract. The terms and conditions set out below shall be analyzed on a case by case
basis:
i. The clear agreement that Cyient is either the Data Controller or Data Processor and the Supplier
and Third Party Sub Processor are the data Sub-Processors
ii. The clear agreement that Supplier has the right to audit the Third-Party Sub-Processor with respect
to data privacy.
iii. The clear definition of what constitutes Personal Information.
iv. The clear definition of applicable law(s) for processing Personal Information and for transferring
such information cross border.
v. Clear instructions on when and where the Third Party Sub Processor is expected to report a Privacy
Breach.
vi. Clear instructions on security measures for protecting privacy including the appropriate technical
and organizational measures to safeguard the Personal Information to the same or higher level of
protection as provided by Cyient.
q. Third Party Sub-Processors shall be restricted to only the necessary access, use, retention and disclosure
of Personal Information needed to fulfill contractual obligations.
r. Personal Information shall not be transferred to or accessed from a country other than the country of the
Data Subject’s citizenship without prior written consent from Cyient.
s. Records shall be kept in an auditable manner showing which Personal Information has been transferred
to which countries.
t. Reasonable steps shall be taken to ensure Personal Information is correct and accurate.
u. Supplier shall have a process in place to report and handle Privacy Incidents and/or Breaches as well as
address inquiries, complaints and disputes.
v. Supplier shall report confirmed Privacy Breaches to Cyient as soon as possible or as otherwise agreed in
writing. Supplier shall co-operate fully with Cyient in dealing with these reports.
w. Where legally required, Supplier shall agree to cooperate with data privacy related government body or
agency, however notice must be given to Cyient prior to such cooperation.
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d. Supplier shall implement a Business Continuity Plan (BCP) that is tested at least annually after conducting
Business Impact Analysis and Risk Assessment (BIA/RA) involving Cyient, to identify and mitigate
potential risks to the Cyient Information/Information assets.
e. Supplier should conduct relevant BCP drills on the identified scenarios that are discussed initially with in
the agreed BCP and any such drills if failed shall be treated as incident and must be communicated to
Cyient through an e-mail to the SIRT@Cyient.com
1.15 Compliance
a. Supplier internal audits and/or assessments concerning security and privacy shall be performed regularly by
trained Personnel of Cyient and findings shall be evaluated for possible corrective actions.
b. Upon 30 days’ request from Cyient, Supplier shall be able to demonstrate compliance with the security and
privacy requirements or measures that have been agreed with Cyient. Identified non-compliance shall be
dealt with as agreed by the parties.
Exhibit D
Contractor License Or Application for Contractor License As per State Law - One
1
along with prescribed fee time document
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As per State Law - One
3b Contract Labour License Valid Upto:
time document
15 Issuance of Wage Slip One day before the salary payment Monthly
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Yearly - One time
17 Application for renewal of Shops & Establishment License document - As per
state law
Integrated Points
25 Whether the Over time paid double the rate of Gross Wage Monthly
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Whether employer has obtained a valid policy on behalf of
26 Yearly
eligible workers/employees, as deployed?
Whether ESI Card has been obtained for all the coverable
31 Monthly
employees?
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Whether ESI Card issued register along with the employee’s
34 Monthly
signature is maintained?
41 Form 11 Monthly
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Whether wages paid before the expiry of the 7th day from
44 Monthly
the date of completion of wage period
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Annual Return in has to be sent within a month of paying
52 Yearly
Bonus to all contractor employees deployed?
Note:
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1. In the event of non-submission of evidences of statutory compliances from time to time
Cyient may withhold the payment as appropriate till the time the Staffing Firm submits
required statutory documents
2. Cyient shall retain the right to rebadge resources to another Staffing Firm / Cyient rolls in
event of lack of response and non-compliance from Staffing Firm.
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imprisonment for a term which may extend to 3
ESIC Challans years but:
a) Which shall not be less than 1 year in case of
ESIC Online Monthly Webportal failure to pay the employee’s contribution which
has been deducted by the employer from the
employee’s wages and shall also be liable for
TIC/ Smart Card fine of Rs.10,000/-.
b) Which shall not be less than 6 months in any
other case and shall also be liable for fine of
Accident Register Rs.5,000/-
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employment wrt. nonpayment of days worked
on leaves.
Section 7: Fine not exceeding Rs. 100/- for the
first offence, and Rs. 300/- for every subsequent
offence. Provided that the fine in respect of
every subsequent offence within the same year
shall not be less than Rs. 100/- in any case
OT work Done (as per In/out
register)
Also employer has to pay the overtime wages in
accordance with sec. 63 and it is payable even
where timelimit of work in a particular
establishment in not fixed u/s 14. Section 14,
Fine up to Rs. 500/-
Section 16 r/w Rule 8: Fine not exceeding Rs.
100/- for the first offence, and Rs. 300/- for
Whether wages paid by 7th/10th every subsequent offence. Provided that the
of subsequent month fine in respect of every subsequent offence
within the same year shall not be less than Rs.
100/- in any case
Section 21: (1)Whoever contravenes any of the
provisions of this Act, shall, on conviction, be
punishable with fine which may extend to 500
rupees for the first offence. (1A) Whoever
NFH work Done contravenes any of the provisions of this Act,
shall be punishable with imprisonment for a
term which may extend to three months, or
with fine which may extend to 1000 rupees, or
with both.
Penalty for non-payment of tax:
If an enrolled person or a registered employer
fails, without reasonable cause, to make
payment of any amount of tax, within the
required time or date as specified in the notice
of demand, the prescribed authority may, after
giving him a reasonable opportunity of being
heard, impose upon him a penalty equal to ten
percent, of the amount of tax due.
PT Professional Tax
Any person or employer who, without sufficient
cause, fails to comply with any of the provisions
of this Act or the rules framed hereunder shall,
on conviction, be punished with fine not
exceeding five thousand rupees, and, when the
offence is a continuing one, with fine not
exceeding fifty rupees per day during the period
of the continuance of the offence.
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Section 26A: Save as otherwise provided, any
person, who contravenes any of the provisions
of this Act or any rule made thereunder or who
willfully obstructs an Inspector in the exercise of
his powers or discharge of his duties under this
Act or any rule made thereunder or fails to
produce for inspection on demand by an
Inspector any registers, records or other
documents maintained in pursuance of the
provisions of this Act or the rules made
thereunder or to supply to him on demand true
copies of any such document, shall, on
conviction, be punished --
Labour welfare fund Contribution (i) for the first offence, with fine which may
LWF
& Un-paid Accumulation extend to 5000/- rupees ; but not less then
2000/- rupees”
(ii) for a second or subsequent offences, with
imprisonment for a term which may extend to
three months, or with fine which may extend to
10000/- rupees but not less than 3000/- rupees.
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