AGREEMENT FOR SUB-CONTRACTING

THIS AGREEMENT FOR SUB-CONTRACTING (Agreement), is entered into at

XXXXXXXXXX and effective as of this ___ Day of XXXXXX, 2014

By and among

XXXXXXXXXXXXXXXXXXXXX, a Company incorporated in India and having its registered office at

XXXXXXXX XXXXXXXXXX XXXXXXXXXXX XXXXXXXXX XXXXXXXXX
XXXXXXXXXXXXXX (hereinafter referred to as the "Prime Contractor", which expression shall,
unless repugnant to the context and meaning thereof, be deemed to include its representatives, successors
and permitted assigns).

And

XXXXXXXXXXXXXXXXXXXXX, a Company incorporated in India and having its registered office at

XXXXXXXX XXXXXXXXXX XXXXXXXXXXX XXXXXXXXX XXXXXXXXX
XXXXXXXXXXXXXX (hereinafter referred to as the "Sub-contractor", which expression shall, unless
repugnant to the context and meaning thereof, be deemed to include its, representatives, successors
and permitted assigns).

And

M/s. Sesa Sterlite Limited, a Company incorporated under the Companies Act, 1956, having its
registered office at Sesa Ghor, 20 EDC Complex, Patto, Panjim, Goa and having a Copper Smelting Unit,
'Sterlite Copper' at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin,
Tamil Nadu, India, (hereinafter referred to as the "Confirming Party", which expression shall, unless
repugnant to the context and meaning thereof, be deemed to include representatives, successors
and permitted assigns).

WHEREAS:

A. Umbrella Contract/ Composite Service/Work Order No. XXXXXXXXXX dated

XXXXXXXXXX were executed by and between the Prime Contractor and the Confirming Party (copies
attached hereto for reference and referred to herein as Basic Contract), whereby the Prime Contractor
agreed to XXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXX XXXXXXXXXXXX
XXXXXXXXXXXXXX; and.

B. However, the Prime Contractor, vide its communication XXXXXXXXX informed the
Confirming Party that now onwards all works/projects of the Prime Contractor pursuant to the aforesaid
Umbrella Contract / Composite Service / Work Order No. XXXXXX shall be executed by
XXXXXXXXXXXXXXXXXXXX XXXXXXXXXX, the Sub-contractor herein and requested the
Confirming Party to accordingly amend the Basic Contract; and

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C. Prime Contractor hereby proposes to subcontract the execution of Basic Contract to Sub-
contractor, for the sole purpose of getting the Work/project completed by the Sub-contractor in the
manner as contemplated in the Basic Contract.Prime Contractor represented to the Confirming Party that:

(i) it has done due diligence on technical / managerial / financial standing of the sub-
contractor and is satisfied that the sub-contractor has the experience and the expertise to
undertake the work proposed to be sub-contracted to it; and

(ii) the Sub-contractor is having ESI Code No. XXXXXXX and EPF No. XXXXXXX
current as on date and is capable of performing his obligations under this Basic Contract; and

(iii) possesses necessary permissions, approvals and licenses required of him under diverse
rules, regulations, statutes etc. including as an employer; and

D. The Confirming Party maintained its stand that the Umbrella Contract is a Composite Contract
and has been for both supply and service and, due to obvious concern over safe execution of the Contract,
cannot be now separated one for supplies alone and the other for services; and

E. The Prime Contractor, however, represented to the Confirming Party that the execution of
services under the Basic Contract shall be performed with due and reasonable care and skill, in
accordance with generally recognised good industry practices and standards for similar services by the
Sub-contractor.

F. The Prime Contractor undertakes that this subcontracting, shall not in any way diminish or relieve
the Prime Contractor from properly and punctually discharging any duties and obligations so
subcontracted; or discharge, diminish or relieve the Prime Contractor from any of its duties or obligations
under the Basic Contract and the Prime Contractor shall remain liable to the Confirming Party for any
performance or non-performance of such obligations; and

G. The Sub-contractor also agrees and undertakes to discharge all its duties in accordance with the
terms and conditions of the Basic Contract; and further based on this undertaking of the Prime Contractor
and the Sub-contractor

H. The Confirming Party acknowledges and agrees to Prime Contractors subcontracting execution
of the Basic Contract to the Sub-contractor herein;

NOW THEREFORE, AND IN CONSIDERATION OF THE PREMISES AND THE MUTUAL

COVENANTS HEREIN CONTAINED, THE SUFFICIENCY OF WHICH THE PARTIES HERETO
AGREE AND ACCEPT, THE PARTIES AGREE AS FOLLOWS:

1. Prime Contractor hereby subcontracts XXXXXX of the Basic Contract, to the Sub-contractor and
Sub-contractor hereby accepts such subcontracting of the Basic Contract.
2. The services of the Sub-contractor are to commence as soon as practicable after the execution of this
Agreement and shall be undertaken and completed in such sequence as to assure their expeditious
completion in the light of the purposes of the Basic Contract.
3. The Prime Contractor warrants that it shall at all times and at its own expense take adequate insurance
with a reputed creditworthy Insurance Company to cover its full liability under the Basic Contract
and shall maintain in force such insurance as regards the working civil liability, bodily injury,

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 corporal and material damage that may occur during performance of the Basic Contract by the Sub-
contractor.
4. The Confirming Party shall not be deemed by virtue of this Agreement for subcontracting, as above,
to have any contractual obligation to or relationship with the Sub-contractor of the Prime Contractor
under the Basic Contract. The Confirming Party shall have all the rights arising under the Basic
ontract including the benefit of any guarantee or warranty thereof.
5. The Prime Contractor shall not assign rights to receive payment due as a result of performance of the
Basic Contract under any circumstances. Payments shall be made only to the Prime Contractor, and
the Confirming Party shall have no obligation to Sub-contractor or any other person. Unless otherwise
agreed the Sub-contractor shall be responsible for all of its and its employee's expenses and the
Confirming Party shall not have any liability for such expenses and if such liability is imposed on the
Confirming Party pursuant to any statutory provisions, the Prime Contractor shall indemnify and hold
harmless the Confirming Party, as if, such demands were made on the Prime Contractor.
6. The Prime Contractor shall be responsible for the acts, defaults and neglects of the Sub-contractor and
its workmen as if they were the acts, defaults or neglects of the Prime Contractor under the terms of
the Basic Contract.
7. The Sub-contractor represents that it has: (i) examined the Basic Contract in depth and is familiar
with its terms; (ii) the necessary experience and proper qualifications to execute the services
contemplated under the Basic Contract; (iii) reviewed and examined all applicable laws, codes and
standards (including health, safety, environmental, security and other statutory requirements); and (iv)
carefully reviewed all documents, and other information that it deems necessary for performance of
the services under the Basic Contract.
8. The Sub-contractor acknowledges that work/project under the Basic Contract which is being sub-
contracted is a specialised job and undertakes to execute it with utmost safety by (i) employing
medically fit and trained/skilled workers; (ii) using necessary PPEs and other equipments required for
the job; and (iii) maintaining proper and continuous control and supervision by qualified persons.
9. In the conduct and completion of the work/project, pursuant to this Agreement, Sub-contractor agrees
to establish, maintain and follow policies and procedures which are consistent with the undertaking of
the Prime Contractor under the Basic Contract, and which policies and procedures are necessary to
enable the Prime Contractor to fulfill its obligations and responsibilities to the Confirming Party
under said Basic Contract.
10. The Sub-contractor agrees to be bound by the terms and conditions of the Basic Contract mentioned
above as imposed by the Prime Contractor or the Confirming Party for due performance of services
under the Basic Contract. Sub-contractor agrees it will not perform any act in performance of the
Agreement which may prejudice Prime Contractor, or which may interfere with Prime Contractor's
undertaking and obligations under the Basic Contract.
11. The Sub-contractor covenants that the Sub-contractor's employee or agents will not hold
himself/herself out to any third party to be either an employee of the Prime Contractor or the
Confirming Party.
12. The Prime Contractor undertakes and warrants that all fiscal costs including taxes, employers and
employees, social security contributions and any related penalty and interest charges howsoever and
where so ever arising as a result of this agreement will be the responsibility of the Prime Contractor
and the Prime Contractor hereby undertakes and warrants that all such liabilities will be fully and
completely discharged by him in a timely manner.
13. The Sub-contractor shall comply with all rules, regulations and requirements of the Confirming Party
including without limitation, all confidentiality provisions, whether written or verbal.

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14. The Prime Contractor shall indemnify and keep indemnified the Confirming Party, its Directors and
officials from and against all claims, demands, actions, suits and proceedings, whatsoever that may be
brought or made against the Confirming Party by or on behalf of any person, body, authority,
whomsoever and whatsoever by virtue of or as a result of the Prime Contractors or Sub-contractors
negligence, default or breach of the Basic Contract and/or this Agreement.
15. If the Confirming Party terminates the Basic Contract with the Prime Contractor relating to the
services of the subcontractor for any reason whatsoever (including but not limited to serious
misconduct by the subcontractor, serious breach or non-observance of any rules or regulations of the
Confirming Party by the subcontractor, or, incompetence, unsuitability or unprofessional conduct,
judged at the sole discretion of the Confirming Party), then the Prime Contractor shall be entitled
summarily to terminate this Agreement immediately without further liability.
16. Any dispute under this Agreement shall be referred, to the exclusion of the ordinary courts, to a sole
arbitrator appointed by the Head Operations- Sterlite Copper, Tuticorin for his determination in
accordance with the Arbitration and Conciliation Act, 1996. The arbitration will be conducted in
English language and shall be governed by the Arbitration and Conciliation Act, 1996 and any
statutory modifications or re-enactment thereof. Venue of Arbitration shall be Tuticorin (as
appropriate), Tamil Nadu, India.
17. This Agreement is executed under the laws of India and shall be governed by and interpreted in all
respects in accordance with the laws of India. The law applicable to the relationship between the
parties herein prior to the conclusion of this Agreement also is the laws of India. Place of
performance and jurisdiction shall be at Tuticorin in the State of Tamil Nadu, India.
18. None of the terms or conditions of this Agreement or anything done under or in connection with this
Agreement or any other Contract between the parties will operate as a merger of any of the rights and
remedies of the parties under this Agreement or under that other Contract, all of which will continue
in full force and effect.
19. This Agreement supersedes and cancels all prior representations and negotiations whether oral or
written, and shall be considered as the entire agreement between the parties with respect to the
subcontracting of services and there shall be no terms, obligations, representations, warranties,
statements or conditions other than those contained herein.
20. In case any specific provision of this Agreement is held to be illegal or void, such determination shall
not affect the remaining provisions of the Agreement, which shall continue to be valid and binding on
the parties. Furthermore, the provision which is held illegal or void shall stand substituted by a
provision which, as far as possible, furthers the intent and agreement of the parties with bare minimal
changes, which will have the effect of eliminating the illegality or which are required to make the
relevant provision legal and binding on the parties.
21. Any amendment to the provisions of this Agreement shall be in writing and signed by all the parties
or their duly authorised representatives.
22. In the event of a conflict between the terms of this Agreement and the Basic Contract, the Basic
Contract shall prevail.

IN WITNESS WHEREOF, duly authorized representatives of the Prime Contractor and the Sub-
contractor have executed this Subcontract. The parties, having read and understood the foregoing terms
of this Subcontract, do by their respective signatures dated below hereby agree to the terms thereof.

Signed and delivered for and on behalf of Signed and delivered for and on behalf of

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the Prime Contractor the Sub-contractor

Signature & Name: _________________ Signature & Name: _________________

Title: Authorised Signatory Title: Authorised Signatory

Signed and delivered for and on behalf of

the Confirming Party Witness;

Signature & Name: _________________ 1.

Title: Authorised Signatory 2.

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