BACKGROUND CHECK & VERIFICATION SERVICES AGREEMENT

This Background Check and Verification Services Agreement (hereinafter referred to

as “Agreement”) is executed at ----- on this ____ day of _______, 2012

BETWEEN

A Ltd, a company incorporated under the Companies Act, 1956 and having its
registered office at ___________________hereinafter referred to as “A”, (which term
or expression shall unless excluded by or repugnant to the subject or context be
deemed to mean and include the said A Ltd. it’s successors in interest and/or
assigns) of the One Part.

AND

B. Ltd., a company and having its registered office at

__________________________hereinafter referred to as “B” (which term or
expression shall unless excluded by or repugnant to the subject or context be
deemed to mean and include it’s successors in interest and/or assigns) of the
Second Part.

Each of the above being referred to as a “Party”, and jointly as the “Parties”

WHEREAS “A” is a Recruitment Consulting Organization providing, among others,

Background Screening & Investigation Services.

AND WHEREAS “B” is a Company manufacturing________________________.

AND WHEREAS the B is desirous of conducting Background Screening of it’s
prospective employees as a support to its Human Resources functions.

AND WHEREAS the A being desirous of providing the above stated Background
Screening & Investigation Services to B has approached B representing that it has the
required skills, experience, capital and infrastructure facilities to provide such
services.

AND WHEREAS B has accepted A’s offer to provide Background Screening &
Investigation Services as mentioned in the agreement for it’s prospective employees
and has thereby appointed A for such purpose.

AND WHEREAS based on the representations, the Parties hereto entered into
negotiations and agreed to execute this Agreement and wish to record, by virtue of
this Agreement, the terms and conditions by which Parties have mutually agreed to
bind themselves:

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES,

MUTUAL COVENANTS AND AGREEMENTS SET FORTH HEREIN, IT IS
HEREBY AGREED BY AND BETWEEN THE PARTIES AND THIS
AGREEMENT WITNESSETH AS UNDER:

I. DEFINITIONS:

II. APPOINTMENT AS SERVICE PROVIDER:

2.1 B hereby appoints A as it’s service provider in order to avail of it’s

Background Screening and Investigation Services for it’s proposed employees as a
support to it’s Human Resources functions.

2.2 A hereby accepts the mandate to provide the above stated Background
Screening and Investigation Services to B for it’s proposed employees.
III. SCREENING AND INVESTIGATION REPORTS:

3.1 Both parties mutually agree that in the event A has prepared an investigation
report which is not complete due to any one aspect, except for reasons contained in
Annexure B, E.g, awaiting permission to contact current employer, insufficient
information of the candidate, such aspect being so vital to the report that the absence
of the same may render the report (useless), A will issue a preliminary report
containing information with A as on the day the preliminary report is made and
then a final report will be issued by A containing the complete information for the
purposes of this Agreement i.e. information contained in the preliminary report and
the supplementary information. In such a case the final report should be received by
B within ______ days of the preliminary report. B will be invoiced for the full cost of
the report after the final report is issued. This will be applicable for all verifications
obtained verbally and for which A has issued a final report.

3.2 Subject to clause 3.1, B acknowledges that the responsibility of ensuring

that there are no duplicate verification requests rests with B. Any verification request
repeated resulting in re-verifications would be chargeable at the regular applicable
rates.

3.3 Notwithstanding anything in the above clauses, in the event that B finds
any discrepancy in any report submitted by A, B shall have the right to require A to
carry out, at the cost of A, a re-verification and to submit a fresh report.

All requests for fast track cases will be charged at an express fee. An additional
express fee of _____% per business day per check/case (as applicable) before the due
date completion would be charged for requests for fast track cases.

IV. CONSIDERATION:

4.1 Fees are charged as per Annexure A. Additionally, taxes as applicable will
be charged at actual and will be borne by B. The invoice will become due on
presentation of the same and payment should be received within ___________ days
from such date of presentation. In the absence of instructions as to the format of B’s
invoice, A will raise invoices as per the standard format and B will agree to the same
as per the terms and conditions stated above.

4.2 B shall, within ________ business days from the date of receipt of invoice,
intimate to A disputes with respect to the submitted invoice, if any, failing which the
invoice would be deemed to have been accepted.

4.3 In the event of disputes with regard to invoice submitted by A the extent
of the amount that has been mutually agreed upon by both Parties shall be paid for
by B to A and the remaining, disputed amount shall be mutually settled by and
between the Parties.

4.4 In the event of delay or default in payment on the part of B to A for the
services provided, B shall pay interest @ ______% p.m. on delayed payment.
Notwithstanding the foregoing, B shall not be liable to pay any interest on any
delayed payment, if the delay has been occasioned by any Force Majeure events
including but not limited to riots, civil commotions, wars, accidents, shortened hours
of labor, strikes, eruptions of volcano, earthquakes, lock outs, storms, fires, floods.

4.5 In respect of the following changes to be made for invoicing and billing, B
agrees to:

 Clearly indicate at the time of submission of the request for verification the name
of the entity or entities in whose name invoices will be raised. If there are any
changes to this it will need to be communicated before the start of the concerned
period (month, quarter, etc). Changes may be made to the process with a back
dated impact following mutual discussions of the same by and between the
Parties.

 In the event B needs to make any change to the invoicing process, it shall
communicate the same before the start of a concerned period (month, quarter,
 etc.). Changes may be made to the process with a back dated impact following
mutual discussions of the same by and between the Parties.

 In the event B requires any additional information for payment clearance, this
can be done for the last _____ day’s period. Information sought for older than
_____ days outstanding will have to be paid for.

 No invoice will be held up for payment because some information is sought by B.

for a period older than _______ days from the current date.

Any cancellation within _____ hours of submission of case would be subject to

____% of the total cost of the report, any cancellation beyond ____ hours will be
charged in full. For cases which are 100% insufficient a processing fees of ____% of
the total cost of the case will be charged.

1. Quality Assurance - First Party (A) hereby represents and warrants that it
will promptly provide the Second Party with the Specific Services at a high
professional quality standard and in a responsive manner.

2. Disclaimer of warranties. All services are provided “as is”. Except as

expressly provided in an applicable service addendum, the First Party (A)
and its affiliates make no and disclaim any and all warranties and
representations with respect to the services, provided pursuant to this
Services agreement and the service addendums, whether such warranties and
representations are express or implied in fact or by operation of law or
otherwise, contained in or derived from this Services agreement, any service
addendum, any other documents referenced in this Services agreement or any
service addendum, or any other materials or communications whether oral or
written, including without limitation implied warranties of merchantability
and fitness for a particular purpose and implied warranties arising from the
course of dealing or a course of performance with respect to the accuracy,
validity, or completeness of any service or report, furthermore, A and its
affiliates expressly disclaim that the services will meet the Second Party’s
 needs, or that services will be provided on an uninterrupted basis, and the
First Party (A) and its affiliates expressly disclaims all such representations
and warranties.

3. Limitation of Liability. Except as expressly provided in an applicable Service

Addendum, the First Party (A) and its affiliates shall not be liable for any
indirect, incidental, contingent, consequential, punitive, exemplary, special or
similar damages, including but not limited to, loss of profits or loss of data,
whether incurred as a result of negligence or otherwise, irrespective of
whether the First Party (A) has been advised of the possibility of the
incurrence by the Second Party of any such damages. Notwithstanding
anything stated elsewhere in the Agreement or any Service Addendums the
First Party’s (A’s) liability damages incurred in connection with services
provided pursuant to this Services Agreement or any Service Addendum,
including as a result of any negligence on the part of the First Party (A) or its
affiliates, shall not exceed three times the amount paid by Second Party to the
First Party (A) for the particular service giving rise to such damages. Further,
the First Party (A) will have no liability for any cause of action against the
First Party (A) which became known to the Second Party or should have been
known by Second Party with reasonable investigation, within six months
from the expiration or termination of this Services agreement or applicable
Service Addendum but the failed to provide actual notice to the First Party
(A) within such six months period after the expiration or termination of this
agreement or the applicable Service Addendum.

4. Force Majeure. If any party fails to perform its obligations because of acts of
God, inability to obtain labor or materials (including necessary data) or
reasonable substitutes for labor or materials (including necessary data),
governmental restrictions, governmental regulations, governmental controls,
judicial orders, enemy or hostile government action, civil commotion,
telecommunications failure (including, without limitation, Internet failures),
fires or other casualty or causes beyond the reasonable control of the party
obligated to perform, then that party’s performance shall be excused provided
 that such party notifies the other party as soon as practicable of the existence
of such condition and uses its best efforts to resume performance in an
expeditious manner.

5. Authorization and Corporate Consents. The signatories to this Agreement

are duly authorized to do so by the respective parties and have all necessary
corporate or legal consents to enter into this Agreement.

6. Entire Agreement. This agreement embodies the entire understanding of the

parties hereto; it supercedes all negotiations and all prior agreements, written
or verbal, and it may not be modified except in writing signed by both parties.

7. Validity. If any part of this Agreement is or becomes invalid or void for any
reason, it shall not affect the validity of the remainder of this Agreement.

8. Confidentiality. Both Parties shall maintain confidentiality in respect of all

information obtained by it pursuant to this Agreement.

9. NO POACH AGREEMENT. It is agreed between both the parties that during

the subsistence of this agreement and ____ year/s after termination of the
same, B will not employ any employee of A directly or indirectly for any of
B’s activities / purposes. In case of such appointment / employment, B.
promises to pay A an amount equivalent to 12 months salary of the person
so employed / appointed on an immediate basis.

10. Effective Period of the Agreement. This Agreement will terminate by giving
a prior notice of at least 30 days in writing to the other party or by mutual
consent of the parties.

11. Composite Agreement – This Agreement integrates all the terms and
conditions agreed upon between the parties and shall override and supersede
all prior (but not contemporaneous) writings in respect of the subject matter
thereof.
 12. Jurisdiction- Only the Courts of _____________shall have jurisdiction to
determine the question or dispute arising hereunder.

13. Escalation Matrix: In case of issues related to the performance of both parties
with respect to the agreement, matters can be escalated as follows:

To A
NAME DESIGNATION CELL MAIL ID
NUMBER

Mr X ________________ _____________ _______________

Mr Y ________________ ____________ _______________

To B.
NAME DESIGNATION CELL MAIL ID
NUMBER

IN WITNESS WHEREOF the First Party (A) and Second Party (B.) have executed
these presents the day, month and year first above written

Signed, sealed and

delivered in presence of For and on behalf of
A Ltd.
 Mr ______________

Signed, sealed and delivered

in presence of

For and on behalf of For and on behalf of

B.

Name:
Designation:

End of Contract
 Annexure A – Professional Fees

Search
Description Price (INR) TAT
Element
Verification on Employment history
obtained through HR personnel &
Reporting Manager via, ________
Professional ____WD
 One Employer _______
Verification ____ WD
 Two Employers
____ WD
 International Verification (Per
Employer)

Provide verification on individual’s

Educational
Qualification [per qualification]
Verification _____
 Authentication from University ______
WD**
Criminal Verified information about the candidate’s
Record criminal antecedents [per check] ______
________
Check***  Written WD

**WD = Working Days

N.B. – The Turn Around Time as mentioned above is applicable from the date of
receiving complete information and relevant documents from the B./ candidate. For
Educational & Criminal Record Check, the TAT has been taken keeping in mind the
maximum time taken by any University/State or City Police in India for verification
and may vary on case-to-case basis.

* In case of physical visit to any outstation where A doesn’t have its office, traveling
Expenses on actual will be borne by the B. A budget will be provided for carrying
outstation activities to the B. before hand and the same will be carried only after due
approval by the B.
** _______ days is the maximum time taken by any University in India. This may
vary across Universities.

Notes:

1. Taxes as applicable

2. Fees charged by professional organizations, universities and Government

Agencies are payable in addition to the above fees.

3. A will attempt to locate past employers, colleges and professional

organizations if the information provided by candidate is insufficient. We will
do so by searching online telephone directories and conducting a web search.
Company registry searches and site visits can be conducted by us; however,
further charges will apply and will be proposed and agreed by B. on a case by
case basis.

4. A will attempt to contact each past employer, supervisor, college and

professional organization a maximum of five times during the SLA period in
order to complete verification. If, after these attempts, the verification has not
been obtained, we will record the aspect as “not verified” in the Final Report.
If, subsequently, verification is received, a Supplementary Report will be
issued. B., at their discretion and within one week of receipt of Final Report,
request us to make an additional (one) attempt to verify a particular
unverified aspect.

5. The above pricing is subject to annual reviews and will be increased @ ____%
per year unless mutually agreed by the two parties.

Annexure B - Turnaround Time & Procedures for Screening

Standard Information for Screening: B. agrees to provide to A all information,
which is required to complete the screening process. The information checklist
would be is subject to changes and A will intimate B. of such changes from time to
time on a regular basis through email. On receipt of the screening requests, if B. has
not forwarded any standard information, A will intimate B. through email of any
such insufficiencies. Unless otherwise specified A will initiate the screening process
with the assumption that the insufficiencies would be provided by B. subsequently.
In the eventuality that the insufficient information is not received by A within the
turnaround time mentioned below, A will forward these reports as Final Reports
and bill B. in full, for such final reports issued. If such insufficiency is received
within ___________ days on receiving the case, a supplementary report will follow
upon completion of the insufficient component. During this timeline there will be no
charge for this supplementary report.

Authorization to Screen: B. agrees to provide an authorization, Annexure D, to A to

screen their employees whether existing or potential as requested for from time to
time.

B. certifies that it shall hold the Report in strict confidence and not disclose the
Report to any party not involved in the current employment decision. Furthermore,
B. shall not use the data from the Report to create, compile, or maintain a database.

It is mandatory to provide authorization duly signed by the candidate to start the

background screening process. This is required to ensure that there is no breach of
privacy. In the event of respective candidate’s authorization not being provided to A
by B., A would assume that B. has obtained such authorization and B. take full
responsibility for any breach of privacy regulation.

Verification Responses: Screening reports provide verifications based on either

verbal or other responses received from educational institutes, references, past
employers and local police authorities. B. will be billed for Final Reports based on all
such types of verifications.
Submission of Reports. Reports will be sent by e-mail to the recipient designated by
B. Hard copies of the same will be sent along with the invoice.

Turnaround. As per Annexure – A.

A shall be allowed the following agreed exceptions, subject to B. having been

advised accordingly:-

 Temporary closure of an educational establishment

 A will be allowed up to _____ % reduction in the contracted Service Level for
identified periods of company/educational establishment closure, vacations,
examinations, elections, limited availability of HR personnel due to internal
appraisal processes, etc. Such periods of disruption/delay in verifications will be
identified and can be shared by A at the time of contract finalization/renewal if
required.
 Closure of companies/educational establishments due to unforeseen exigencies
i.e. strikes or natural calamities, etc. Such periods will be communicated by A as
and when they occur along with the anticipated period of disruption.
 A would endeavor to ensure that the impact on Service Levels is the least during
such periods of temporary closure of educational institutions and/or time when
HR personnel are not available.
 When written application to an examination board is required
 Insufficient information provided to allow for screening to be completed within
Turnaround Time
 B. request additional work part way through screening
 Authority to contact current employer not given at outset
 For any discrepant cases requiring further investigations.
 Any changes in the agreed SLA.

Contact with Past Employers, Educational Institutes and Local Authorities: While
A, will make every effort to complete searches submitted, A will not be responsible
for educational institutes, past employers, local authorities who do not act in
response to the verification requests despite repeated attempts.
If the verification has not been completed despite repeated attempts, A will record
the aspect as “unable to verify” in the report. If, subsequently, verification is
received a Supplementary report will be issued. B. can, at their discretion, request A
to make further attempts to verify a particular unverifiable aspect. All unable to
verify components will be fully charged.
 Annexure C – Company Details

A. Company Information

Company Name:
Physical Address:
Billing Address:
Website Address:
Billing Contact / Address

Check
if same
Address:
as
physic
al
Fax
Phone #: #: Mobile
Executive Contact (Top level decision maker, involved in the background check program)
E-mail
Contact: Address:

Check
if same
Address:
as
physic
al
Fax
Phone #: #: Mobile

Managerial Contact (Manager responsible for the administration of background check program)
 E-mail
Contact: Address:

Check
if same
Address:
as
physic
al
Fax
Phone #: #: Mobile

B. Please Read and Sign Below

This information is submitted for the sole purpose of establishing service with A
Ltd., I hereby certify that the information is true.

For and on behalf of B.,

Name:
Designation:

CLIENT COMPANY PROFILE

 Annexure D – Authorization

(To be provided on B. letterhead)

To whom so ever it may concern

We hereby authorize A Ltd. to conduct pre-employment and post-employment

verifications for our employees. We authorize, without reservations, A Ltd. to obtain
all information pertaining to our employees from former employers, University,
College and Institution. We release all concerned from any liability in connection
herewith.

This authorization and release, in original, faxed or photocopied form, shall be valid
for this and any future reports and updates that may be requested by A Consultants
Ltd.

For and on behalf of B.,

Name:
Designation: