Commercial Contract

ADMINISTRATIVE SERVICES AGREEMENT

Small and Medium Enterprises Development Authority

Ministry of Industries & Production
Government of Pakistan
www.smeda.org.pk
HEAD OFFICE
4th Floor, Building No. 3, Aiwan-e-Iqbal Complex, Egerton Road,
Lahore
Tel: (92 42) 111 111 456, Fax: (92 42) 36304926-7
[email protected]

REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE

PUNJAB SINDH KPK BALOCHISTAN

3rd Floor, Building No. 3, 5TH Floor, Bahria Ground Floor Bungalow No. 15-A
Aiwan-e-Iqbal Complex, Complex II, M.T. Khan Road, State Life Building Chaman Housing Scheme
Egerton Road Lahore, Karachi. The Mall, Peshawar. Airport Road, Quetta.
Tel: (042) 111-111-456 Tel: (021) 111-111-456 Tel: (091) 9213046-47 Tel: (081) 831623, 831702
Fax: (042) 36304926-7 Fax: (021) 5610572 Fax: (091) 286908 Fax: (081) 831922
[email protected] [email protected] [email protected] [email protected]

January 2013
Administrative Services Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

LEGAL SERVICES, SMEDA

The Legal Services (LS) department is a part of Business & Sector Development
Services Division of the Small Medium Enterprises Development Authority and plays
a key role in providing an overall facilitation and support to the small businesses. The
LS believes that information dissemination among the small businesses on the
existing legal & regulatory environment and business to business and business to
client contracting is of paramount importance and plays a pivotal role in their
sustainable development.

In order to facilitate small businesses, the LS, under the Pro-GOLE (Right to do
business) project, a joint SMEDA-UNDP initiative for supporting the small businesses,
has developed user-friendly contract templates.

Pro-GOLE, (Right to do Business)

The UNDP has partnered with the Small and Medium Enterprises Development
Authority to initiate and execute the Pillar 4 (Right to do business) component of the
UNDP PRO-GOLE project which seeks to enhance the legal awareness and mobility of
marginalized/ informal businesses. Under the project legal services outreach shall be
extended to small businesses including home based enterprises, small shopkeepers,
growers, women entrepreneurs, hawking vendors etc. In addition, small business
shall be mobilized to access legal services.

The Need for Commercial Contracts Templates

In an increasingly complex and competitive industry, it is vital that suppliers and
purchasers are fully protected against legal and commercial risks. To counter such
risks, a viable solution; available as- of the shelf commercial contract templates- will
provide the users with first class ready to use support. With obligations properly set
out and liabilities accurately defined, the users will be in a far better position to look
after their rights and interests and move forward from their marginalized positions to
being active players of the economy. The Legal Service Providers can equally take
benefit of these templates for their professional and business development.

Disclaimer
The information contained in this template is meant to facilitate the businesses in
documenting transactions for administrative services with reference to business
process outsourcing. However, SMEDA, UNDP or any of their employees or
representatives accept no responsibility and expressively disclaim any and all
liabilities for any and all losses/shortfalls caused by or motivated by
recommendations from the information contained within this document. Although
SMEDAs ambition is to provide accurate and reliable information; yet, the document
is not an alternative to expert legal advice and should ideally be used in conjunction
with the same. Any person using this document and or benefiting from the

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information contained herein shall do so at his/her own risk and costs and be
deemed to have accepted this disclaimer.
Information contained in this document may be freely used provided that relevant
acknowledgement is accurately quoted with each usage.

12. ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (hereinafter referred to as the

Agreement) is made at [insert place] on this ____ (insert date) day of ________
(insert month), 20__ (insert year)

BY AND BETWEEN:
M/s [insert Name], a public/private company incorporated under the Companies
Ordinance, 1984, having its registered office at [insert Address] through its [insert
Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and
Mr/Mrs/Ms [insert Name], having its place of business at [insert Address] through its
Partner, Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert Name], having
its place of business at [insert Address] through Mr/Mrs/Ms [insert Name];

(hereinafter referred to as the Business, which expression shall, wherever the

context so provides, include its assigns, nominees, agents and successors-in-
interest)
AND
M/s [insert Name], a public/private company incorporated under the Companies
Ordinance, 1984, having its registered office at [insert Address] through its [insert
Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and
Mr/Mrs/Ms [insert Name], having its place of business at [insert Address] through its
Partner, Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert Name], having
its place of business at [insert Address] through Mr/Mrs/Ms [insert Name];

(hereinafter referred to as the Administrator, which expression shall, wherever the

context so provides, include its agents and successors-in-interest).
(The Business and the Administrator are hereinafter collectively referred to as the
Parties and individually as the Party.)
WHEREAS the Business is engaged in [insert description of the Business activities]
(hereinafter referred to as the Activities).

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AND WHEREAS the Business needs extra / additional support in the area of
administration for the smooth accomplishment of its activities.
AND WHEREAS the Business wishes to appoint the Administrator as its service
provider for providing to the Business the administrative services in accordance with
the terms of this Agreement (hereinafter referred to as the Administrative Services
and detailed more fully in Clause 3 of this Agreement).
AND WHEREAS the Administrator represents that it has the necessary set-up,
resources, expertise and skills and hereby accepts its appointment to provide such
Administrative Services to the Business for its operations and Activities.
AND WHEREAS the Parties have agreed on the terms and conditions which they are
desirous of reducing into writing.
NOW THEREFORE the Parties have agreed to this Agreement on the following terms
and conditions:
1. APPOINTMENT
The Business hereby appoints and the Administrator hereby accepts its appointment
as the service provider for the Administrative Services, detailed more fully in Clause
3, pursuant to the terms of this Agreement.
2. TERM AND TERMINATION
(1) This Agreement shall take effect from the date of execution hereof and shall
continue to be in force for a period of [insert number] years, which may be extended
for further terms by mutual written consent of the Parties.
(2) Either Party has the right to terminate this Agreement, with or without cause, by
giving [insert number] months prior notice in writing to the other Party.
3. SERVICES
(1) The Administrator shall provide the following Administrative Services to the
Business:
i. Accounting Assistance;
ii. Secretarial Assistance;
iii. Clerical Assistance;
iv. Receptionist Assistance,
v. General supervision of the operations and Activities of the Business and its
staff.
(2) The Administrator, apart from the Administrative Services enumerated in Clause
3 (1) above, shall perform such other services that the Business may, from time
to time, reasonably request, and which are incidental to the Administrators
providing the Administrative Services to the Business under the terms and
conditions of this Agreement.
4. OBLIGATIONS OF THE ADMINISTRATOR
(1) The Administrator agrees to take all necessary and reasonable steps, at their own
expertise, to:

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i. Designate key individuals to perform the Administrators obligations pursuant

to this Agreement;
ii. Arrange meetings with the key individuals and other staff of the Business, as
and when requires;
iii. Fully cooperate with all the reasonable requests of the Business for
assistance.
5. SERVICE FEES
(1) The Business shall pay to the Administrator a sum of Rs. ___________/-
(Rupees _________________________) (insert amount) per month (hereinafter
referred to as the Service Fees) in consideration of the Administrator providing
the Administrative Services to the Business, on the [insert number] day of each
month, in arrears.
(2) In addition to the Service Fees, the expenses borne by the Administrator in
arranging for the personnel required for providing the Administrative Services
shall be remitted by the Business to the Administrator, at actual.
(3) The Administrator shall incur expenses in providing the Administrative Services
in accordance with the budget approved by the Business.
(4) A quarterly statement of account shall be prepared against the budget by the
Administrator and shall be sent to the Business for reimbursement.
(5) The Administrator shall be reimbursed by the Business within [insert number]
days of receiving the quarterly statement of account for reimbursement.
6. CONFIDENTIAL INFORMATION
Except with the prior written approval of the other Party, the Parties shall treat as
confidential all information, which comes to its knowledge pertaining to the other
Party (hereinafter referred to as the Confidential Information) and it shall not
disclose such Confidential Information to any third party.
7. ASSIGNMENT
The Parties cannot transfer or assign its rights or obligations under this Agreement to
any third party, without the prior written consent of the other Party. Any assignment
in violation of this Agreement shall be void and without legal effect.
8. INDEMNIFICATION
The Business agrees that it shall protect, indemnify and hold harmless the
Administrator and its employees, agents, representatives and assigns (hereinafter
collectively referred to as the Indemnified Parties) from and against all liabilities,
damages, claims, demands, judgments, losses, costs, expenses, suits, actions or
proceedings (including reasonable fees and disbursements of counsel) arising out of
its breach of this Agreement or otherwise negligence or willful misconduct by
partners, agents or employees while engaged in activities relating to this Agreement.
Provided however, that the Business shall not be required to reimburse or indemnify
any Indemnified Party for any loss or claim to the extent that such a loss or claim is
due to the negligence or willful misconduct of any Indemnified Party.
9. WAIVER

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(1) Failure of either Party to insist upon the strict and punctual compliance with any
provision herein shall not constitute a waiver of the right to require such
performance, nor shall a waiver in one case constitute a waiver with respect to a
later breach whether of similar nature or otherwise.
(2) Nothing in this Agreement shall prevent a Party from enforcing its rights by such
remedies as may be available in addition to termination.
10.GOVERNING LAW AND SOLE JURISDICTION
(1) This Agreement shall be governed by the laws of Pakistan.
(2) This Agreement is made at [insert place] and the courts at [insert place] shall
have exclusive jurisdiction in respect of all matters arising under or pertaining to
this Agreement.
11.DISPUTE RESOLUTION

Any dispute, controversy or claim arising out of or relating to this Agreement or the
breach, termination or invalidity thereof, shall be settled by arbitration in accordance
with the Pakistan Arbitration Act, 1940, subject to the exclusive jurisdiction of the
Courts of [place].

12.FORCE MAJEURE
(1) Force Majeure shall mean any event that is beyond the reasonable control of
a Party, or the effects of which adversely affect the performance by such Party of
its obligations under this Agreement, including, but not limited to, acts of God,
sabotage, insurrection, terrorism, riots, hostilities or war (whether declared or
not), acts of the public enemy, civil disturbances, any kind of fire, explosion,
flood or accidental damage, epidemics, landslides, washouts, lightening, storms,
earthquakes, lockouts, blockades, shortage of labor or material, major equipment
failure, or other causes beyond the control of the Party affected.
(2) Notwithstanding anything contained hereinabove, neither Party shall be liable
to the other if it is unable to perform any of its obligations under this Agreement
due to the occurrence of Force Majeure.
(3) The Party affected by the Force Majeure event shall be entitled to suspend
performance of its obligations under the Agreement to the extent that such
performance is impeded or made impossible by the events of Force Majeure.
(4) Each Party shall give a notice within [number] days of the occurrence of the
event of Force Majeure and shall promptly thereafter consult the other Party for
the purpose of finding a mutually acceptable solution to the Force Majeure event.
13.RELATIONSHIP OF THE PARTIES
In the conduct and performance of this Agreement, the Administrator shall be
regarded as an independent entity and not as a partner, agent or employee of the
Business. The Parties agree that their relationship under this Agreement shall not
create an employment, agent or partnership relationship between the Administrator
and the Business. It is expressly agreed and understood between the Parties that

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unless expressly authorized in writing neither Party has the authority to bind the
other Party to any third party.
14. AMENDMENT
No modification or amendment of any provision of this Agreement shall be binding
unless the same is in writing and signed by the Parties.
15.SEVERABILITY
In the event that any provision in this Agreement should under applicable law be
held illegal or void, such provision shall be considered severable and the remaining
clauses and provisions shall continue in full force and effect.
16.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and
supersedes and replaces any oral or written representations, negotiations, or other
communications of every kind heretofore made between the parties relating to the
Administrative Services envisaged in this Agreement.
IN WITNESS WHEREOF, the Parties hereto have set their hands and seals the day,
month and year mentioned hereinabove.

_________________________ _________________________
For and on behalf of For and on behalf of
The Business The Administrator

WITNESS NO. 1 WITNESS NO. 2

Signature: ___________________ Signature: ___________________

Name: ___________________ Name: ___________________

Designation: ___________________ Designation: ___________________

Date: ________________________ Date: ________________________