Maintenance Service Contract AGREEMENT This Agreement (hereinafter referred to as this Agreement) is made at (insert place) on (Insert date).

Between The Bank of Khyber, a body corporate, _________________ of the One Part; And EMBA (Insert Particulars as to legal status and place of business)of the Other Part. proper description of the legal status of M/s EMBA after confirming from the contractor whether it is a sole proprietorship, partnership firm or a private or public limited company. Both the parties to be collectively referred to hereinafter as the Parties and either of the two individually as the Party. WHEREAS: The Bank of Khyber desires to get its UPS units maintained by the Contractor for a period of (insert effective time period) from the date of signing of this contract. having its principal office at -

for good and valuable consideration the adequacy whereof is hereby confirmed and the mutual benefits to be derived and the
NOW THEREFORE, representations and warranties, covenants, conditions and promises herein contained, and intending to be legally bound, the Contractor and The Bank of Khyber hereby agree as follows: 1. Preventive Maintenance

Preventive Maintenance shall be performed by the Contractor on the equipment on-site at The Bank of Khybers location and will consist of:

a. b. c.

2 Routine service/maintenance calls per year except Sundays/ gazetted holidays. Factory trained engineers availability on fault call (within the same day or 24 hours plus travelling time. Testing and necessary adjustment/primary repairs to be carried out by EMBA.

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d. Critical spare parts inventory to be kept with EMBA. Is (24) hours plus travelling time not too long a response time. Response should preferably as early as possible. 2. Remedial Services

Remedial services shall be provided at the Customers location with a maximum response time as stated in preventive maintenance and in uniformity with the Bank of Khybers working hours and holidays. The working hours are 9 a.m. to 5 p.m. Monday through Saturday. Notwithstanding the foregoing, once maintenance work has commenced, the same shall continue unabated till the removal of the problem. 3. 4. EQUIPMENT The equipment as shown in Annex-B Parts Replacement

All defective parts shall be replaced at actual cost, which will be invoiced after delivery of equipment. Before replacing any equipment, the Contractor shall seek approval in advance for such replacement and the actual cost to be invoiced. In case where a replacement of parts is required to make an item operational, the Contractor will provide estimate and time required to The Bank of Khyber for approval before undertaking any such task. On completion and testing/acceptance by The Bank of Khyber, the Contractor will raise invoice for the agreed amount. Such payments will be made within (insert time required for payment) of receipt of bill. 5. Backup Equipment

In case of equipment breakdown or when equipment is not repairable on-site, then backup equipment would be provided by the Contractor. 6. Add-On Equipment

Equipment to be maintained may be added to this Agreement at The Bank of Khybers request at any time during the term of this Agreement with an appropriate mutually agreed increase in the charges for the applicable period. 7. TERM

This Agreement shall commence and be effective on the date hereof and shall unless terminated earlier in accordance with the terms of this Agreement continue in full force and effect from 01.01.2010 to 31.12.2010. Any extension in the term of this Agreement shall be on terms and conditions mutually agreed between the Parties; provided that the maintenance charges shall not be increased for _______ year(s) after the expiry of this Agreement.

8.

INSPECTION OF EQUIPMENT & SERVICING

The Contractor will immediately inspect the specified equipment at The Bank of Khyber (specify branch/location) and will carry out servicing. Within fifteen (15) days of signing of this Agreement, the Contractor will provide a definite program of inspection to The Bank of Khyber for approval. 9. QUALITY ASSURANCE The Contractor shall ensure prompt, trouble and error-free, reliable and accurate maintenance services. 10. PAYMENTS

In consideration of the services of the Contractor, The Bank of Khyber agrees to pay according to the prices of the UPS as stipulated in the Annex-A. The total value of the Maintenance Contract will be Rs. 8,32,300/- per annum. PAYMENT IS TO BE MADE THREE MONTHLY IN ADVANCE THROUGH CHEQUE IN FAVOUR OF M/S EMBA CORPORATION (PVT) LTD. RAWALPINDI 11. TAXES

(The bank should ensure whether the stipulated amount is inclusive of taxes) 12. RISK OF LOSS OR DAMAGE

In case of any loss or damage during the equipments custody with the Contractor, the Contractor will make good to The Bank of Khyber all resultant costs, losses and damages without any cost to The Bank of Khyber. Any delay in payments to The Bank of Khyber by the Contractor shall be compensated to the same by paying late payment charges to The Bank of Khyber at the prevalent interest rate for the period of delay. 13. EXCLUSIONS To the extent the Contractor is not in any way responsible for any situation, maintenance services provided under this Agreement does not cover maintenance necessitated because of the following situations: I. Catastrophes such as fire, flood, act of God, or from strike, riot, insurrection, act of war or nuclear disaster. II. Accident, neglect, misuse or operator abuse. III. Power problems or burned equipment/boards. Maintenance services shall further not cover the following:

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I. Services on machine, accessories, attachments or other device not furnished by the Contractor, unless specifically included in this Agreement.

II. Repair required resulting from persons (other than the Contractors

authorized service personnel) performing maintaining and/or modifying or altering the equipment without the Contractors consent except technical persons (hardware engineers) specifically appointed by The Bank of Khyber for this purpose.

14.

LIMITATION OF LIABILITY

Neither Party shall be liable to the other Party in contract, tort, warranty, strict liability, or any other legal theory for any indirect, consequential, incidental, punitive, or exemplary damages. Neither Party shall have any liability to the other Party except pursuant to, or for breach of, this Agreement; provided, however, that this provision is not intended to constitute a waiver of any rights of one Party against the other with regard to matters unrelated to this Agreement or to any activity not contemplated by this Agreement. 15. RENEWAL OF CONTRACT This contract will automatically be renewed at the end of 12 months from the date of agreement: unless a written cancellation if received within 30 days before the expiry date of the Contract. 16. TERMINATION.

a. The Bank of Khyber shall have the right to terminate this Agreement with a
thirty-day prior notice to the Contractor. b. The Contractor shall have the right to terminate this Agreement if the invoices for Replacement Parts / Maintenance Services raised by the Contractor under this Agreement are not paid for two consecutive quarters after the due date of the unpaid invoice. 17. SCOPE OF MAINTENANCE SERVICES

The maintenance services outlined in this Agreement also include, but are not limited to, all services incidental or ancillary to such services for the full and effective performance thereof. 18. AMENDMENTS

This Agreement may not be modified, amended or otherwise altered, except by a written instrument signed by authorized representatives of both the Contractor and The Bank of Khyber. 19. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Contractor and The Bank of Khyber for provision of Maintenance Services and representations of the

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Contractor and The Bank of Khyber with respect to the matters contained in this Agreement. 20. WAIVER

No term or provision of this Agreement will be deemed waived and no breach excused, unless the waiver is in writing and signed by the Party granting such waiver. Any consent by either Party to, or waiver of, a breach by the other Party, will not constitute consent to or waiver of any other different or subsequent breach.

21.

ASSIGNMENT Neither Party may assign or otherwise transfer its rights, interest or obligations under this Agreement without the prior written consent of the other Party. 22. INTERPRETATION

The interpretation and enforcement of this Agreement shall be governed by the laws of Pakistan. 23. ENFORCEABILITY

If any provision of this Agreement should be held invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected thereby. 24. NOTICES

Any notices required under this Agreement shall be delivered to the Parties by certified mail, return receipt requested, at the address set forth above for The Bank of Khyber and the Contractor. 25. SERVICES OFFERED a. b. c. d. e. Unlimited Corrective Maintenance. Physical Inspection of complete equipment. Complete Maintenance Service of the equipment as required. Repair but not replacement of parts as required to keep the equipment in good working order. Availability of the Contractors Engineers/technical team for 24 hours, seven days a week and 365 days a year including all Gazetted Public Holidays.

26. a.

MISCELLANEOUS All litigation, arbitration or dispute resolution arising from or in connection with this Agreement shall be carried out exclusively at (insert place) at the competent forum. The Parties hereto acknowledge that they have read this Agreement, understand it and agree to be bound by its terms.

b.

c.

Each Party hereto represents that it has the power and authority to enter into this Agreement, and the person signing this Agreement on behalf of each Party has been properly authorized by the respective Party to bind the said Party to the terms and conditions of this Agreement.

IN WITNESS WHEREOF the Parties have entered into this Agreement on the date first above written. for the Cn at r ot co r For The Bank of Khyber

Name: Designation:

Name: Designation:

WITNESSES:

1.___________________________

2.___________________________

Annex- B

1. Make Model of UPS Rating Quantity Maintenance Contract cost per unit Total Cost 2. Make Model of UPS Rating Quantity Maintenance Contract cost per unit Total Cost G. Total cost Maintenance Contract Number Next renewal date

Liberts/Power ware GXT 3000 & 9120-3000 03 KVA 22 Units Rs.10, 500/- & 12,500/Rs. 237,000/Liberts/Power ware GXT 2U6000 & 9120-6000 06 KVA 29 Units Rs.20, 000/- & 25,000/Rs. 595,000/Rs. 832,000/00265 Jan 01, 2011