Malik M Habib

SERVICES LEVEL AGREEMENT (SLA) This Agreement is entered into and executed here at Karachi on this 2nd day of February 2023 (hereinafter referred to as the “AGREEMENT”) BY AND BETWEEN GRANDEUR MARKETING a company incorporated under the Companies Ordinance, 1984, having its head office at Madina Icon 4th floor Midway Commercial A, Bharia Town Karachi Pakistan (hereinafter referred to as the “THE COMPANY” which expression shall include its successors-in-interest and assigns); through its CEO, party of the One Part. AND Azeem Human Resource Services Pvt Ltd, a Company incorporated under Companies Ordinance, 1984, having its principal office at plot no 670, GR -10, Jahangir road Karachi, Pakistan (hereinafter referred to as the "SERVICES PROVIDER", which expression shall include its successors-in-interest and assigns); of the Other Part. (THE COMPANY and SERVICES PROVIDER are hereinafter collectively referred to as the "Parties" or individually as a "Party"). Whereas THE COMPANY requires providing Services as outlined hereunder for its operations in Pakistan, hereinafter referred to collectively as the “SERVICES”, according to provisions of this AGREEMENT.       Recruitment Payroll Trainings Secretarial/Office/Administrative Assistance Services Technical Services Any other Related Assignments and Services not listed above And whereas, SERVICES PROVIDER has represented to THE COMPANY its ability to provide the Services through its EMPLOYEES and THE COMPANY has agreed to enter into a Contract with SERVICES PROVIDER on a non-exclusive basis in respect of the Services. And whereas, THE COMPANY has agreed to enter into an agreement with SERVICES PROVIDER on a nonexclusive basis in respect of the Services and execution of work as specified hereunder and SERVICES PROVIDER agrees to provide the Services and execute the work as and when required by THE COMPANY on the terms and condition set out in this AGREEMENT. Now therefore, in consideration of the mutual covenants contained herein, it is agreed as follows: 1. Appointment: 1.1 1.2 . THE COMPANY hereby appoints SERVICES PROVIDER as its non-exclusive Services provider for rendering the Services on the terms and conditions herein. The provisions of this AGREEMENT shall regulate the utilization of Services provided by SERVICES PROVIDER to THE COMPANY, and shall not apply to any other activity business operation. SERVICES 1 PROVIDER shall provide the Services only through its regular / contracted employees, hereinafter referred to as “SERVICES PROVIDER’S employee(s)”. 2. Duration: This AGREEMENT shall (subject to clause 6 here-in-below) be valid for a period of 1 Years effective 2nd February 2023. This AGREEMENT may be renewed / amended by the Parties at the end of the stated term by mutual agreement in writing barring any change in regulations by regulatory authority or the need for capacity alterations on account of business exigencies. 3. Duties of ‘SERVICES PROVIDER’: 3.1 Recruitment and Engagement of Employees by SERVICES PROVIDER. SERVICES PROVIDER and THE COMPANY will jointly define and agree standard criteria with regards to the age, salary range, qualification required and city of placement for the provision of Services to THE COMPANY. The final selection of employees to be engaged by the SERVICES PROVIDER will be made by THE COMPANY. THE COMPANY may decline engagement of any proposed SERVICES PROVIDER’S employee(s) without assigning any reason. The selected candidates will be offered employment by SERVICES PROVIDER on the agreed terms and conditions. These candidates will then be allocated for provision of Services to THE COMPANY city wise as per business requirement and will be required to work exclusively for provision of Services to THE COMPANY as outlined in the agreement. 3.2 SERVICES PROVIDER shall ensure the following that: a) In the course of the performance of Services, SERVICES PROVIDER’S employee(s) comply with all reasonable instructions of THE COMPANY. b) SERVICES PROVIDER’S employee(s) comply with any regulations provided to SERVICES PROVIDER under clause 4.1 here in below c) SERVICES PROVIDER’S employee(s) shall keep and maintain all information and documents relating to THE COMPANY or its customers in strict confidentiality. d) SERVICES PROVIDER’S employee(s) to declare any incidences of Conflict of Interest, which shall include soliciting information regarding existing or potential conflicts of interests of any nature with THE COMPANY or any Contractors/Vendors of THE COMPANY. e) In case of any shortage, pilferage or theft, SERVICES PROVIDER will be held responsible and THE COMPANY will have a right to deduct the amount(s) from payments due to the SERVICES PROVIDER in its sole discretion. f) 3.3 . SERVICES PROVIDER will be solely responsible for its employees in terms of their behavior, attitude, conduct, discipline and performance. SERVICES PROVIDER shall be exclusively responsible for paying the salary and other emoluments and providing the benefits to which each of SERVICES PROVIDER’S employee(s) is entitled under his/her contract with SERVICES PROVIDER. All claims made by SERVICES PROVIDER’S employee(s) shall be dealt with exclusively by SERVICES PROVIDER. None of SERVICES PROVIDER’S employee(s) shall be entitled to seek employment with THE COMPANY merely on the ground that he/she had been engaged by SERVICES PROVIDER during the tenure of this AGREEMENT or was engaged by SERVICES PROVIDER for the provision of the Services to THE COMPANY, or was deployed to THE COMPANY. 2 3.4 The Company shall inform the SERVICES PROVIDER of any of the following events; thereafter the SERVICES PROVIDER shall withdraw such Employee(s) from providing any further Services under this Agreement, and promptly replace him/her with an appropriate substitute acceptable to the Company. a) If at any time, during this agreement and in the sole opinion of THE COMPANY, The presence of any SERVICES PROVIDER’s Employee is prejudicial to the interest of the Company, or b) The SERVICES PROVIDER’s Employee commits any act or makes any omission, whether or not in connection with the Services to be provided pursuant to this Agreement, which is contrary to the interests of the Company; or c) A SERVICES PROVIDER’s Employee conduct himself/herself in a manner prejudicial to the business of the Company whether or not in connection with the Services to be provided pursuant to this agreement. d) Any dispute / performance related matters will be timely communicate to the SERVICES PROVIDER 3.5 Good Governance & Meeting of Regulatory Requirements SERVICES PROVIDER will be responsible for the due and proper payment of wages and observance of all laws including Labor Laws applicable to themselves and their employees and shall ensure compliance of all statutory payments under the provisions of Labor Laws, including but not limited to EOBI, Social Security and Group life insurance. SERVICES PROVIDER will be responsible to meet all the regulatory requirements such as:      Maintenance of documents and verification of references submitted by the hired staff. Maintenance of their records including leave, bonus, medical and other benefits. Deposit of statutory payments (EOBI, Social Security, Tax etc). Processing and payment of salaries, bonus and terminal dues to the staff. Income tax management for these staff & Issuance of Services certificates. SERVICES PROVIDER will ensure that all the above regulatory requirements are fully met and accordingly indemnify THE COMPANY against any claims with regards to above. 4. Duties of “THE COMPANY”: 4.1 THE COMPANY shall provide SERVICES PROVIDER with copies of any and all related internal regulations required to be complied with by SERVICES PROVIDER and SERVICES PROVIDER’ s employee(s) during the performance of the Services. THE COMPANY shall immediately notify SERVICES PROVIDER of any changes to the same during the continuance of this Agreement. 4.2 Save as may otherwise be agreed in writing by the Parties hereto, THE COMPANY shall provide SERVICES PROVIDER’S employees with such training equipment and materials of whatsoever nature as are required and considered necessary for the proper performance of the Services. 4.3 THE COMPANY shall provide to SERVICES PROVIDER’S employees with facilities at its premises, which are required to carry out the Services under the contract. 4.4 The COMPANY shall be responsible for the payment or reimbursement of expenses and charges as covered by the terms agreed by the parties as mentioned in clause 5 hereto, to SERVICES PROVIDER 4.5 The COMPANY shall be responsible for the payment or reimbursement of expenses and charges to SERVICES PROVIDER including but not limited to Monthly Salary, Gratuity, Commissions, Expenses, Overtime, Rewards, Bonus, EOBI, Medical Insurance and other Allowances as covered by the terms . 3 agreed by the parties to ensure due and proper compliance of all laws of Pakistan applicable to the SERVICES PROVIDER and its employees. 5. 6. 7. Liability and Indemnity: 5.1 It is specifically understood and agreed that the SERVICES PROVIDER is fully responsible for salaries, benefits, contributions, workmen’s compensation charges and taxes etc of SERVICES PROVIDER’s Employees and shall keep the Company protected and indemnified against any grievance, dispute, claim, litigation or action by any member of SERVICES PROVIDER’s Employees in this regard. SERVICES PROVIDER’s Employees shall not at any time be construed as employees of the Company, nor will they be entitled to demand salary, benefits or compensation of any nature whatsoever from the Company. 5.2 SERVICES PROVIDER is liable to pay its own and SERVICES PROVIDER’s Employees taxes, and the Company is hereby authorized to withhold any tax from payments to SERVICES PROVIDER and to deposit the same into the Government Treasury. SERVICES PROVIDER shall also ensure full compliance with local laws and applicable rules & regulations. 5.4 SERVICES PROVIDER and its staff shall respect and observe the Company’s security requirements and procedures and shall keep the Company’s business information confidential. SERVICES PROVIDER and its employees agree to execute any documents including Non-Disclosure Agreement in this regard. Payment for Services: 6.1 THE COMPANY will pay the SERVICES PROVIDER @ 15% as SERVICE charges on top of total payouts. This includes, but not limited to, monthly salaries, incentives, bonuses, allowances, uniforms, life insurance , Hospitalization insurance, Contractual Liability Insurance, terminal benefits and government dues etc.; payable to employees and / or to relevant government departments. Applicable Sales tax as per provincial law will be paid by the “COMPANY” on the payments claimed on account of providing the services. However, With Holding Tax will be charged as per prevailing law for SERVICES PROVIDER’S employees that the SERVICES PROVIDER engages for the execution of this Agreement. In case SERVICE PROVIDER has a valid With Holding Tax Exemption Certificate, the treatment of the tax will be carried out as per the exemption law and if the Government of Pakistan discontinues to issue the With Holding Tax Exemption Certificate or revokes the exemption facility to the Service Provider, then Service Provider will revise the service charges with mutual agreement. 6.2 Any changes in Govt. taxes / duties / Labor Laws will be claimed from “COMPANY” after mutual agreement. 6.3 THE COMPANY shall make payments of the invoiced amounts to SERVICES PROVIDER in Pak Rupees, within seven days of receipt by THE COMPANY of SERVICES PROVIDER’s invoice, however, not later than the date of salary payment by SERVICES PROVIDER to its employee(s). In case of any disputed amount in any invoice, the disputed amount will be deducted and THE COMPANY shall pay the undisputed balance, such payment shall not be deemed to be an admission as to the disputed amount. The amount in dispute shall be settled by mutual consultation between the Parties and THE COMPANY based on such settlement will make payment of the disputed amount. Termination: 7.1 . THE COMPANY may terminate this AGREEMENT without liability and without cause upon giving two months (60 days) prior written notice to SERVICES PROVIDER. Upon termination, SERVICES PROVIDER shall only be entitled to payment of acquired SERVICES up to the date of termination. No termination damages or indemnities shall be claimable from THE COMPANY or be payable by SERVICES PROVIDER if notice is given as prescribed above. 4 8. 9. 10. 7.2 If either Party commits any breach of its obligations under this AGREEMENT (which, in the case of a breach capable of remedy, is not remedied within 14 days of written notice from the innocent Party requesting the defaulting Party to remedy the breach) then the other Party shall be entitled to terminate this AGREEMENT forthwith by a written notice intimating the effective date of such termination. Such termination will not absolve either party from payment of pending dues. 7.3 This AGREEMENT may be terminated if compliance of the terms herein is prevented or hindered for reasons beyond reasonable control of the Parties (“Force Majeure”). Before termination, the Party affected by Force Majeure shall on the occurrence of the event leading to Force Majeure immediately notify the other Party in writing and take all reasonable steps to overcome the Force Majeure. If the Force Majeure persists for more than ten days, the affected Party may terminate this AGREEMENT because of Force Majeure. Confidentiality: 8.1 SERVICES PROVIDER shall not use, divulge or communicate to any person (other than those whose province it is to know the same or with authority from THE COMPANY or as required by any government, statutory or other such body) any trade secrets or information which are for the time being confidential to THE COMPANY and are not in the public domain ("Confidential Information") which SERVICES PROVIDER may have received or obtained during the term of this Agreement. This restriction shall continue to apply after the termination of this AGREEMENT, but shall cease to apply to information or knowledge which may come into the public domain otherwise than through the unauthorized disclosure by or the fault of SERVICES PROVIDER. 8.2 SERVICES PROVIDER shall obtain a signed written statement from SERVICES PROVIDER’ s employee(s) to ensure that all SERVICES PROVIDER’ s employee(s), in terms of their contract of employment with SERVICES PROVIDER, are under an obligation to maintain at all times the confidentiality of any Information which they may receive during the term of this Agreement. No Partnership or Employment: 9.1 It is agreed between the Parties that SERVICES PROVIDER is an independent Contractor/SERVICES Provider. This AGREEMENT shall constitute a contract for SERVICES between the Parties and nothing in this AGREEMENT shall constitute a partnership between SERVICES PROVIDER and THE COMPANY nor create the relationship of employer and employee, Principal and agent, between THE COMPANY and SERVICES PROVIDER or THE COMPANY and any of SERVICES PROVIDER’s employee(s). 9.2 None of SERVICES PROVIDER’ s employee(s) shall be entitled to seek employment of THE COMPANY, merely on the ground that he/she had been engaged by SERVICES PROVIDER during the tenure of this AGREEMENT or was utilized by SERVICES PROVIDER for the execution of contract with THE COMPANY under this/any Agreement. Performance Measurement: 10.1 SERVICES PROVIDER will solicit feedback on performance of its EMPLOYEES jointly and individually through PERFORMANCE FEEDBACK FORMS to be completed by THE COMPANY representatives dealing directly with SERVICES PROVIDER EMPLOYEES. Such performance feedback will become the basis for rewarding or penalizing SERVICES PROVIDER employee(s). 10.2 If the Services performed by a SERVICES PROVIDER’s employee are below the standards agreed, THE COMPANY reserves the right to ask for removal from Services of such SERVICES PROVIDER employee under the provision of labor laws. 10.3 Notwithstanding anything contained in this Agreement, THE COMPANY may refuse the Services of a SERVICES PROVIDER employee(s) without assigning any reason by giving one month's salary of the said SERVICES PROVIDER employee(s) to the SERVICES PROVIDER. . 5 11. Notices: 11.1 Any notice or other communication given or made under or in connection with the matters contemplated by this AGREEMENT shall be in writing. 11.2 Any such notice or other communication shall be addressed as provided in sub-clause 10.3 and, if so addressed, shall be deemed to have been duly given or made as follows: (a) (b) If sent by personal delivery or fax, upon receipt at the address or fax number of the relevant Party; If sent by first class post or courier, upon delivery to the addressee. 11.3 The relevant addressee and address of each Party for the purposes of this AGREEMENT are: THE COMPANY SERVICES PROVIDER GRANDEUR (MARKETING) Azeem Human Resource Services Pvt Ltd Plot No. 670, GR-10, Mona Square , Office 3, Jahangir Road, Karachi 12. Audit and Monitoring Procedures:The SERVICES Provider agrees, upon reasonable notice, to allow THE COMPANY Management, its Auditors and /or its Regulators, the right of inspecting, examining and auditing the SERVICES PROVIDER’s operations and business record which are directly relevant to the Services as set forth in the Agreement. The SERVICES PROVIDER shall extend full access and cooperation. 13. Governing Law & Arbitration:13.1 This AGREEMENT shall be governed by and construed in accordance with the laws of Pakistan and each of the Parties hereto submits to the exclusive jurisdiction of the Karachi courts with regard to any claim or matter arising under this Agreement. 13.2 The parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this AGREEMENT or its interpretation. Any dispute between the Parties as to matters arising under this Agreement, which cannot be settled amicably may be submitted by either Party to arbitration. The arbitration proceedings shall be conducted in accordance with the Arbitration Act, 1940 or any amendment or re-enactment thereof and the rules made there under. Each dispute submitted by a Party to arbitration shall be heard by an arbitration tribunal comprising two arbitrators, one to be appointed by each party, and an umpire to be appointed by the two arbitrators so appointed. The umpire shall be any person to be appointed by the arbitrators. Arbitration proceedings shall, unless otherwise agreed by the Parties be held at Karachi, Pakistan. Arbitration under this article shall be a condition precedent to any other action under law. The arbitration tribunal shall decide matters referred to it by majority decision and such decision shall be final and binding on the Parties. . 6 IN WITNESS whereof the Parties have executed this AGREEMENT on the date first mentioned above. For and on behalf of For and on behalf of ________________________ Azeem Human Resource Services Pvt Ltd ________________________________ ______________________________ WITNESS: WITNESS: ________________________________ ______________________________ . 7