Draft Agmnt SLA 25.9.09 Track Precedent

Draft Without Prejudice
AGREEMENT
THIS AGREEMENT is made and entered at Mumbai, on
the_______day,__________month and____________ year2009 (hereinafter
referred to as the said Efective Date)
Between
IICICI VENTUERE FUNDS MANAGEMENT COMPANY IMITED !" a
company duly incorporated under the Companies Act, 195, and
ha!in" its #e"istered $%ce at &round 'loor, (C(C( )enture *tanrose
+ouse, Appasaheb Marathe Mar", ,rabhade!i, Mumbai-.00025 and
other re"ional o%ce at /th 0oor, ,resti"e $belis1, 2asturba #oad,
3an"alore 50001 hereinafter referred to as t#e C$ient (4hich
e5pression, unless it be repu"nant to the conte5t or meanin" thereof
shall be deemed to mean and include its successors and permitted
assi"ns) of the ONE PART!

An%
&&&&&&&&&&&&&&&&&&&!" a company duly incorporated under the
Companies Act, 195 and ha!in" its #e"istered $%ce
at_________________________6, hereinafter referred to as Se'vice
P'(vi%e' (4hich e5pression unless it be repu"anantrepu"nant to the
conte5t or meanin" thereof shall be deemed to mean and include its
successors or assi"ns) of the OTHER PART!
(C$ient and Se'vice P'(vi%e' are hereinafter collecti!ely
referred to as the Pa'tie) and indi!idually as the Pa't*)6
+HEREAS,
-i. Se'vice P'(vi%e' is en"a"ed in the business of
o7erin"______________*er!ices to !arious Companies,
or"ani8ations, institutions, includin"_______________mana"ement
ser!ices to its customers6 T#e C$ient interalia is in the business
of #eal 9state :e!elopment6
-ii. Client is a pri!ate e;uity and !enture capital fund mana"ement
company in need of *er!ices similar to as pro!ided by *er!ice
,ro!ider to its business re;uirements and for 4hich purpose
desires to en"a"e ser!ices of the *er!ice pro!ider as detailed in
Anne/0'eSc#e%0$e A (hereinafter collecti!ely referred to
1
as Se'vice)) and *er!ice ,ro!ider has a"reed to render such
ser!ices on the terms and conditions set out hereinafter in this
A"reement6
-iii. Se'vice P'(vi%e' has o7ered to pro!ide the ser!ices to t#e
C$ient throu"h its Associates at !arious locations of the Client6
-ivii. T#e C$ient has a"reed to a!ail *er!ices of Se'vice P'(vi%e' on
a principal to principal basis in accordance 4ith the terms and
conditions of this A"reement6
-v. Se'vice P'(vi%e' shall pro!ide *er!ices as re;uired by t#e
C$ient
referred to in Anne5ure-A at the commercial terms bein"
char"es as
laid out in *chedule <Anne5ure-3=6
-vi. >he Pa'tie) hereto are desirous of recordin" such terms and
conditions in the manner hereinafter appearin"6
NO+" THEREFORE" THIS AGREEMENT +ITNESSETH AND THE
PARTIES HERETO AGREE AS FOO+S,
1! 1
DEFINITONS

(n this A"reement, unless the conte5t other4ise re;uires, the
follo4in" e5pressions shall ha!e the follo4in" meanin"s?
1!1!1A2'ee3ent (' t#i) A2'ee3ent means and includes this
a"reement, all its schedule@s, anne5ure@s, amendment@s and
modiAcations thereto made from time to time and all related
documents connection 4ith the transaction contemplated herein6
1!1!4A55$ica6$e aw) includes all (ndian statutes, enactments,
permits, licenses, Consents (as deAned herein), acts of
le"islature or parliament, la4s, orders, Bud"ements, ordinances,
rules, decrees, circulars, bye-la4s, re"ulations, Budicial decisions,
notiAcations, administrati!e interpretation, Crit, (nBunction,
"uidelines, policies, directions, directi!es and orders of any
"o!ernment, statutory authority, tribunal board, court or
reco"nised stoc1 e5chan"e, e5ecuti!e, le"islati!e, Dudicial or
administrati!e entity in (ndia, etc, 4hich are mandatory in
nature, as any of them as may be amended from time to time6
2
1!1!7Att'iti(n Attrition rate shall mean the percenta"e decrease in
the number of 95ecuti!es deployed by >eamEease for pro!idin"
the *er!ices to the Client6
1!1!8A))(ciate9) means the 95ecuti!es of *er!ice ,ro!ider
deployed for pro!idin" the *er!ices under this A"reement6
1!1!:C#a'2e) means the *er!ice ,ro!ider Fs fees and@or char"es as
per
Anne/0'eSc#e%0$e B or any amendment thereof
from time to time6
1!1!8 E/ec0tive9Pe')(nne$ shall means *er!ice ,ro!iderFs
personnel deployed for purpose of employee@sta7 deployed for
purpose of renderin" the *er!ice under this A"reement6
1!1!: In;'a)t'0ct0'e means all such instruments, e;uipment
(includin" computer hard4are, soft4are, !oice and data
transmissions ser!ices, EAG H (nternet connecti!ely, etc6), o4ned
and @ or licensed to Client, by the *er!ice ,ro!ider and used by
the Client for a!ailin" the *er!ices6
1!1!< (cati(n means the re"istered o%ce at Mumbai and the
re"ional o%ce at 3an"alore H :elhi of (C(C( )enture 'unds
Mana"ement Company Eimited, 4here *er!ices under this
a"reement are to be rendered by *er!ice ,ro!ider, includes any
amendment thereof upon e5ecution of document by both the
,arties6
1!1!< P'(5'ieta'* in;('3ati(n shall means all discussions,
documents, papers, dra4in"s, dia"rams, discs, tapes,
technolo"y, 1no4-ho4, procedures, system 0oppies, C:s, :ata
and other information of 4hate!er nature pertainin" to@o4ned by
the Client (4hether in physical form or other4ise), either
"enerated at the premises of the Client or disclosed by the Client
to *er!ice ,ro!ider or 4hich may come to the notice of *er!ice
,ro!ider (in any form includin" in 4ritin", electronically,
computerised, orally or other4ise) includin", 4ithout limitations?
-a. All subscriber related date, price speciAcations, schemes,
tari7s, technolo"y, 1no4-ho4, soft4are pro"rammes,
I
techni;ues, scientiAc data and information relatin" to the
ClientFs business, trade secrets, transactions or a7airs of the
Client, ser!ices bein" rendered, products and product lines,
past@present@future plans for their business@for impro!in"
their ser!ices, for e5tendin" their business and product lines
and discussions on future ser!icesJ and
-6. >he terms of this A"reement or any other
A"reement@document si"ned@to be sin"ed by or bet4een the
,arties hereto and the pro!isions thereof6
1!1!=
Se'vice) shall means and include the ser!ices o7ered by
*er!ice ,ro!ider to Client in terms of this A"reement 4ithin the
ambit of more particularly speciAed in Anne/0'e *chedule > A
hereof6
1!4 Inte'5'etati(n), 'or interpretation of any pro!ision of this
a"reement, the follo4in" shall apply?
1!4!1 Chere!er conte5t so re;uires, 4ords and e5pressions denotin"
sin"ular number, shall include plural number and !ice !ersa and
reference to any "ender shall include other "enders as 4ell6
1!4!4,erson includes natural person ai6e6 an indi!idual s 4ell as le"al
and@or artiAcial entities6
1!4!7#eference to clauses and anne5ures shall be clauses and
anne5ure of this A"reement6

4! ENGAGEMENT AND TERM OF ENGAGEMENT
4!1 >he Client a"rees to en"a"e *er!ice ,ro!ider for
pro!idin"@performin" the *er!ices and *er!ice ,ro!ider a"rees
to pro!ide the *er!ices, subBect to the terms and conditions set
out herein as also in the standard terms and conditions speciAed
in this A"reement6
4!4 >his A"reement shall deem to ha!e come into force 4ith e7ect
from
&&&&&&&
" &&&&" &&&&&&&&&" (<97ecti!e :ate=) and it shall be in
force ti$$ &&&&%a* (; &&&&&&3(nt#" &&&&&*ea'" unless terminated
earlier in accordance 4ith the pro!isions of this A"reement6
.
7! PAYMENT AND SETTEMENT OF ACCOUNTS
7!1 *er!ice ,ro!ider 4ill be paid Cchar"es by the Client for the
*er!ices on terms as speciAed in the *chedule Anne5ure 3
hereof and as may be re!ised and intimated to *er!ice ,ro!ider
in 4ritin" by the Client from time to time net of any amounts
payable to the Client by *er!ice ,ro!ider a"ainst defaults of
deAciencies in meetin" ser!ice le!els6 Knless other4ise
speciAed in *chedule Anne5ure 3 hereof, it is the understandin"
of the ,arties that the Cchar"es stated abo!e are inclusi!e of all
other costs, e5penses, ta5es, etc as may become due and
payable in relation to the *er!ices, pro!ided ho4e!er the
aforesaid Cchar"es shall be paid to *er!ice ,ro!ider only if the
same is undisputed by the Client6
7!4 All payments to *er!ice ,ro!ider under this A"reement shall be
subBect to all Aapplicable Ela4s and re"ulations etc6, of the
rele!ant Burisdiction and 4here!er such appro!als are re;uired6
>he Client sha4ill ma1e payment under this A"reement of all
undisputed amounts, only after the re;uisite appro!als ha!e
been obtained by *er!ice ,ro!ider to the satisfaction of the
Client6
7!7 *er!ice ,ro!ider shall submit its in!oice to the Client
by_____of the month for the *er!ices pro!ided for the cycle
(_______of the pre!ious month -________ of the current month)
alon" 4ith the daily, 4ee1ly and monthly reports pro!ided by
the Client to *er!ice ,ro!ider , 4hich 4ill form the basis of the
*er!ices pro!ided by *er!ice ,ro!ider and such in!oice shall be
paid by the Client 4ithin _____(___________________) days of
receipt unless the Client has !alid reasons to 4ithhold the same6
7!8 >he Client shall be entitled to !erify the reports and the
in!oice submitted by *er!ice ,ro!ider and may en;uire and
ha!e its ;ueries clariAed from *er!ice ,ro!ider 6 (n case *er!ice
,ro!ider fails to clarify the ;ueries made by the Client in
respect of an in!oice, then the Client may at its discretion
4ithhold the payment of the entire compensation or part
consideration in its sole discretion, pertainin" to the in!oice
under ;uery or part thereof till its ;ueries are satisAedresol!ed
to the satisfaction of the Client6
7!: (n the e!ent it is found that e5tra payments ha!e been made
by the Client on account of any discrepancies in the bills raised
5
by *er!ice ,ro!ider or o!er char"in" or other4ise, *er!ice
,ro!ider shall promptly reimburse to the Client all e5tra
amounts 4hich ha!e been paid by the Client6
7!= >he A"reement constitutes the entire a"reement bet4een
the ,arties 4ith respect to the subBect matter hereof and
supersedes all prior 4ritten a"reements, understandin"s and
ne"otiations, both 4ritten and oral, bet4een the ,arties 4ith
respect to the subBect matter of this A"reement6
8! TA?ATION
8!1 All payments shall be made shall be subBect to deduction of ta5es
as per Aapplicable Ela4s, rules and re"ulations etc6, pre!ailin" at
the time of each credit@payment6 *er!ice ,ro!ider shall be
solely liable for the payment of all past, present and future
central, state and local le!ies, direct@indirect ta5es, duties, Anes
and penalties, (includin" 4ithout limitation sales ta5, !alue
added ta5, ser!ice ta5, le!ies e5cise duties and customs duties
etc6,, if any) by 4hate!er name called, as may become due and
payable in relation to the *er!ices it pro!ides to the Client6
:! REPRESENTATIONS" +ARRANTIES AND UNDERTA@INGS BY
THE SERVICE PROVIDER
:!1 *er!ice ,ro!ider hereby declares underta1es, a%rms, co!enants
represents, 4arrants and a"rees that?
:!1!1 *er!ice ,ro!ider is in "ood standin" under the
Applicable Ela4s of the country of incorporation or in the
Burisdiction in 4hich *er!ice ,ro!ider is a resident and@or
doesse business and that *er!ice ,ro!ider has full
authority to enter into this A"reement and to perform all
the obli"ations hereunder accordin" to the terms and
conditions hereof6
:!1!4 *er!ice ,ro!ider has obtained all re"ulatory
appro!als@licenses to perform the *er!ices co!ered by this
A"reement and shall brin" to the notice of the Client any
e5piry, modiAcation, or suspension of any such
appro!als@licenses and the initiation of any ad!erse action
by the rele!ant authority@ies concerned in relation thereto6
*er!ice ,ro!ider shall obtain and furnish such appro!als as

may be re;uired in connection 4ith the transactions as
contemplated under this A"reement6
:!1!7 *er!ice ,ro!ider shall ta1e, and has appropriate
mechanisms and means to ensure ade;uate precautions to
protect the pri!acy and conAdentiality of all data pertainin"
to the Client, its employees or any other third party in
relation to this A"reement or the *er!ices and shall ta1e
appropriate precautions not to breach the pri!acy of the
Client, customers (n!estors, ,romoter, Associates of the
Client, or any third party durin" the course of
performances of its obli"ations herein6
:!1!8 *er!ice ,ro!ider has full po4er and authority to
enter into this A"reement and to ta1e any action and
e5ecute any documents re;uired by the terms hereofJ and
this A"reement ahas been duly authori8ed, has been duly
and !alidly e5ecuted and deli!ered, and is le"al, !alid, and
bindin" obli"ations of *er!ice ,ro!ider , enforceable in
accordance 4ith the terms and conditions herein6 *er!ice
,ro!ider 4ill forth4ith furnish satisfactory e!idence of the
abo!e upon re;uest6
:!1!: Go consent, appro!al authori8ation, order,
re"istration or ;ualiAcation of, or 4ith, any court of
re"ulatory authority or other "o!ernmental body ha!in"
Burisdiction o!er *er!ice ,ro!ider is necessary for the
performance of the *er!ices, the absence of 4hich 4ould
ad!ersely a7ect the le"al and !alid e5ecution, deli!ery and
performance of this A"reement or the documents and
instruments contemplated hereby, is re;uired6
:!1!= Geither the e5ecution and deli!ery of this A"reement,
the consummation of the transaction as contemplated
hereby, or the fulAllment of or compliance 4ith the terms
and conditions of this A"reement, con0icts 4ith or results
in a breach@es of or a default@s under any of the terms,
conditions or pro!isions of any le"al restriction (includin",
4ithout limitation, any Bud"ment, order, inBunction, decree
or rulin" of any court or "o!ernmental authority, or any
federal, state, local or other la4, statute, rule or re"ulation)
or any co!enants or a"reement or instrument to 4hich it is
a party, or by 4hich *er!ice ,ro!ider or any of the
property of *er!ice ,ro!ider is bound, nor does such
L
e5ecution, deli!ery, consummation or compliances !iolate
or result in the !iolation of its constitutional documents6
:!1!< *er!ice ,ro!ider shall underta1e all repairs,
replacements, up"radation or procurements of
e;uipment@infrastructural facilities necessary for the
pro!ision of the *er!ices, at the *er!ice ,ro!iderFs o4n
costs6
:!1!A *er!ice ,ro!ider shall pro!ide such suitable
;ualiAed, e5perienced and competent personnel as may be
re;uired for the performance of the *er!ices6 (f so
re;uested by the Client, *er!ice ,ro!ider shall pro!ide
e!idence of the pre!ious e5perience, ;ualiAcations and
competence of any personnel en"a"ed in the performance
of the *er!iceJ *er!ice ,ro!ider shall ensure that it has
properly trained personnel to handle the scope of ser!ices
to the Client 6
:!1!B *er!ice ,ro!ider shall 4ithdra4 or not permit any of
its the >emEeaseFs ,ersonnel from pro!idin" the *er!ices if,
in the sole opinion of the Client ?
-i. t>he ;uality of *ser!ices rendered by the
personnel is not in accordance 4ith the
;uality speciAcations stipulated by the
CleintClient ?
-ii. (t is not in the interest of the Client that
such ,personnel of *er!ice ,ro!ider
continue to be in!ol!ed in the pro!ision of
*er!ices6
:!1!1C *er!ice ,ro!ider shall, subBect to the terms of this
A"reement, be responsible for the selection, hirin",
assi"nin" and super!isin" of the personnel and shall
employ su%cient number of personnel to pro!ide the
*er!ices in a prompt and e%cient manner6 *er!ice
,ro!ider a"rees that the ,personnel shall 4or1 under the
super!ision, control and direction of *er!ice ,ro!ider 6
*er!ice ,ro!ider shall be solely responsible for all
ne"otiations 4ith ,personnel relatin" to salaries and
beneAts, and shall be responsible for assessments and
monitorin" of performance and for all disciplinary matters6
All employees@personnel, e5ecuti!es en"a"ed by *er!ice
M
,ro!ider shall be in sole employment of *er!ice ,ro!ider
and *er!ice ,ro!ider shall be solely responsible for their
salaries, 4a"es, statutory payments, etc, Knder no
circumstances shall the Client be liable for any payments,
etc6, and@or claims and@or compensations (includin" but
not limited to compensation on account of
inBury@death@termination) of any nature to the employees
and ,personnel of *er!ice ,ro!ider 6 *er!ice ,ro!ider shall
be responsible for all ne"otiations 4ith its personnel
relatin" to salaries, beneAts, and shall be responsible for
assessments and monitorin" of performance and for all
disciplinary matters6 *er!ice ,ro!ider shall furnish such
records and information as may be re;uired by the Client
in relation to the abo!e and at such periodicity as may be
speciAed by the Client6
:!1!11 *er!ice ,ro!ider 4arrants that there are no criminal
proceedin"s instituted a"ainst *er!ice ,ro!ider in relation
or 4ith re"ard to the *er!ices rendered or to be rendered
hereunder6 *er!ice ,ro!ider shall !erify the antecedents of
the ,personnel it desires to en"a"e for pro!ision of
*er!ices hereunder and shall ensure that it dose not
en"a"e or continue to en"a"e any person 4ith a criminal
record@con!iction and shall bar any such person from
participatin" directly or indirectly in the pro!ision of
*er!ices under this A"reement6
:!1!14 *er!ice ,ro!ider shall at all time use all reasonable
e7orts to maintain discipline and "ood order amon"st its
,personnel and ensure that all its ,personnel are a4are of
the code of conduct "o!ernin" the *er!ices and resultant
disciplinary actions in case of breach of code of conduct by
them durin" the course of their en"a"ement for pro!ision
of *er!ices6
:!1!17 *er!ice ,ro!ider shall not e5ercise any lien or ri"ht
of set o7 or appropriation on any of the assets, properties,
documents, instruments or material belon"in" to >he
Client and@or employees of the Client Associates, (n!estors,
,romoters, ,ort0io companies on 4hose behalf *er!ice
,ro!ider shall be appointed and in the custody of the
*er!ice ,ro!ider, for any amount due or claimed to be due
by *er!ice ,ro!ider from the Client6
9
:!1!18 *er!ice ,ro!ider shall re"ularly pro!ide updates to
the Client 4ith respect to the pro!ision of the *er!ices and
shall meet 4ith the o%cials desi"nated by the Client to
discuss and re!ie4 the performance of *er!ice ,ro!ider at
such inter!als as may be a"reed bet4een the ,arties6
:!1!1: *er!ice ,ro!ider shall be responsible for compliance
of all Applicable Ela4s, rules, re"ulations, orders,
notiAcations and and directions applicable in the rele!ant
country@Burisdiction of its operation in respect of its
personnel (includin" but not limited to Minimum Ca"es
Act, ,ro!ident 'und la4s, Cor1menFs Compensation Act
and such other la4s of rele!ant country@Burisdiction) and
shall establish and maintain all proper records includin",
but not limited to accountin" records re;uired by any la4,
code, practice or corporate policy applicable to it from time
to time, includin" records and returns as applicable under
labour le"islations6
:!1!1= *er!ice ,ro!ider shall not !iolate any ,proprietary
(nformation and intellectual property ri"hts of any third
party, includin" 4ithout limitation, conAdential
relationships, patent, trade secrets, copyri"ht and any
other proprietary ri"hts6
:!1!1< >he ,personnel of *er!ice ,ro!ider shall continue to
be the ,personnel of *er!ice ,ro!ider and and shall 4or1
under its directions and shall not become or claim any
employment from the Client on 4hose behalf *er!ice
,ro!ider is appointed by the Client, by !irtue of pro!idin"
the *er!ices, irrespecti!e of the location of their 4or16
:!1!1A Go o%cer of the Client, director, employee or immediate
family member thereof has recei!ed or 4ill be induced to
recei!e anythin" of !alue of any 1ind from *er!ice
,ro!ider or its ,personnel in connection 4ith this
A"reementJ and that none of them has business
relationship of any 1ind 4ith *er!ice ,ro!ider or its
,personnel6
:!1!1B >he:!1!1B >he Client shall ha!e paramount char"e, lien
and ri"ht of set o7 on all monies payable, to *er!ice
,ro!ider or standin" to the credit of *er!ice ,ro!ider
4ith the Client or any of its A%liates a"ainst all or any
10
sums 4hich *er!ice ,ro!ider is liable to pay under this
A"reement or in respect of any other arran"ement
entered into by *er!ice ,ro!ider 4ith the Client or its
A%liates6 (n the e!ent that there remains any amount due
from *er!ice ,ro!ider either to the Client or any of its
A%liates under this A"reement or other4ise, the monies
payable to *er!ice ,ro!ider or standin" to the credit of
*er!ice ,ro!ider shall be applied Arst to4ards the
outstandin" amount o4ed by *er!ice ,ro!ider to the
Client or its A%liates under this A"reement or any other
a"reement @facilities and *er!ice ,ro!ider consents,
conArms and a"rees to e5ecute all such
documents@4ritin"s in this re"ard6 'or the aforesaid
purpose, *er!ice ,ro!ider irre!ocably authori8es the
Client to intimate such of its A%liates 4ith 4hom *er!ice
,ro!ider has an account, to adBust the amount lyin" to the
credit of *er!ice ,ro!ider Fs account 4ith the A%liates,
(n!estors Associates, ,romoters, ,ortfolio companies , etc
a"ainst all the dues payable by *er!ice ,ro!ider to the
Client and any dischar"e "i!en by the Client to such
A%liate@s in this re"ard, shall be !alid and bindin" on
*er!ice ,ro!ider 6
:!1!4C *er!ice ,ro!ider shall ta1e all necessary steps to
comply 4ith the pro!isions of Aapplicable Ela4s,
re"ulations etc in relation to the transactions as
contemplated under this A"reement includin" the
*arbanes $5ley Act, 2002 of the Knited *tates of America,
Code of Conduct@fair practice code prescribed by any la4
or authority or association, all Aapplicable Ela4s, e5tant
policies and "uidelines speciAed by the Client or any
authorities, from time to time, and shall pro!ide all
information and records of the transactions to the Client
as and 4hen re;uired by the Client 6
:!1!41 *er!ice ,ro!ider shall !erify the identity and
address of all its ,personnel by collectin" documentary
proof satisfactory to the Client and shall furnish the same
to the Client as and 4hen re;uired by the Client6
:!1!44 *er!ice ,ro!ider shall de!elop and establish a
robust frame4or1 for documentin", maintainin" and
testin" business continuity and reco!ery procedures6
*er!ice ,ro!ider shall periodically test such business
11
continuity plan6 >he Client shall be entitled to conduct
Boint testin" and reco!ery e5ercise 4ith the *er!ice
,ro!ider6 >he Client shall be entitled to appoint another
person to pro!ide the *er!ices in the e!ent the
performances of the *er!ices by *er!ice ,ro!ider are
interrupted for any reasons 4hatsoe!er6 *er!ice ,ro!ider
shall adhere to fair practice in performance of the
*er!ices6 *er!ice ,ro!ider shall e5clusi!ely pro!ide
*er!ices to the Client and underta1es the same to be
adhered durin" the subsistence of this A"reement6
:!1!47 *er!ice ,ro!ider shall se"re"ate and 1eep
separately all information, documents and records
pertainin" to the *er!ices, the Client and its employees,
as also hold the same in trust for the Client and its
employees6
:!1!48 >he Client shall be entitled to re!ie4 and monitor
the security practices and control processes of *er!ice
,ro!ider on a re"ular basis and re;uire *er!ice ,ro!ider
to disclose security breaches6
:!1!4: *er!ice ,ro!ider shall immediately notify the Client
of any breach of security and lea1a"e of conAdential
customer related information6 (n such e!entualities,
*er!ice ,ro!ider shall be liable for all dama"es, costs,
e5pense, claims, etc6
:!1!4= >he Client shall be entitled to notify appropriate
authorities as it may be re;uired to do so under the
Aapplicable Ela4s re"ulations, etc6, that it has entered into
material outsourcin" or is plannin" to !ary any such
outsourcin" arran"ements6 >herefore?
-a. *er!ice ,ro!ider authorities the Client to
e5chan"e, share or part 4ithal the
information and data relatin" to the
employees representati!es etc6, and@or the
transactions contemplated under this
A"reement 4ith other ban1s@Anancial
institutions@credit
bureaus@a"encies@statutory bodies@A%liates
of the Client, or any other entities as may
be re;uired for use or processin" of the said
12
information@ data by such person@s or
furnishin" of the processed information
thereof to other ban1s@Anancial
institutions@credit pro!iders@users re"istered
4ith such persons and shall not hold the
Client an other rele!ant persons liable for
use of this information6
-6. >he Client shall be entitled to conduct
audits, on *er!ice ,ro!ider 4hether by its
internal or e5ternal auditors, or by a"ents
appointed to act on its behalf and to obtain
copies of any audit or re!ie4 reports and
Andin"s made on *er!ice ,ro!ider in
conBunction 4ith the *er!ices performed for
the Client6
-c. >he Client shall be entitled to access the
records of *er!ice ,ro!ider in relation to the
transactions as contemplated in this
A"reement as also access all the
documents, records or transactions and
other necessary information "i!en to, stored
or processed by *er!ice ,ro!ider 4ithin a
reasonable time6 *er!ice ,ro!ider shall
pro!ide unfettered access@shall ensure
unfettered access to information by the
Client, re"ulatory authority@ies or their
authori8ed person, other entities authori8ed
by the Client6 *er!ice ,ro!ider a"rees that
in the e!ent of failure by *er!ice ,ro!ider
to pro!ide the information as stated abo!e
4ithin a reasonable period, *er!ice ,ro!ider
shall ma1e reimburse to the Client all
amounts in respect of the super!isory fees
4hich the Client 4ould ha!e paid@is re;uired
to pay to any re"ulatory authority@ies or to
any other entities authori8ed by the Client6,
shall be entitled to communicate directly
4ith *er!ice ,ro!ider 6
-%. >he ri"hts speciAed in this A"reement
shall also accrue to and be e5ercisable by
the Client, #e"ulatory Authority@ies or any
1I
other entities authori8ed by the Client or
persons authori8ed by any other #e"ulatory
Authority@ies6
-e. >he Client shall at all times durin" the
tenure of this A"reement, be entitled to
monitor and assess the performance of the
*er!ices by *er!ice ,ro!ider 6
-;. >he ri"hts a!ailable to the Client under this
A"reement may be e5ercised by the Client
either by itself or throu"h such other
person@s as it may
nominate@desi"nate@specify from timer to
time6
-2. *er!ice ,ro!ider shall not issue any
communication@letter on behalf of the Client
of in its o4n name in relation to the
*er!ices, to the employees, representati!es
etc6, of the Client6
=! REPRESENTATIONS" +ARRANTIES AND UNDERTA@INGS BY
CIENT
=!1 Chere *er!ice ,ro!ider pro!ides ser!ices at ClientFs
Eocation, Client shall arran"e to ma1e a!ailable to *er!ice
,ro!iderFs personnel reasonable o%ce, computer and
communication facilities at no cost to *er!ice ,ro!ider6 Client
shall ensure the safety of *er!ice ,ro!ider personnel 4hile
4or1in" at their Eocation6 Client shall not employ any of the
*er!ice ,ro!iderFs ,ersonnel on any 4or1, 4hich, in the opinion
of *er!ice ,ro!ider is inappropriate to his@her ;ualiAcations and
e5perience or on any 4or1, 4hich is not directly connected 4ith
the ser!ices to be rendered6
=!4 Client shall also assist, help and co-operate fully 4ith *er!ice
,ro!ider and its personnel in the course of their renderin"
*er!ices under this a"reement and promptly ma1e a!ailable all
such information, documentation, assistance, facilities and
ser!ices, reasonably re;uired by *er!ice ,ro!ider or its personnel
for the performance of their obli"ations under this A"reement6
1.
=!7 (n the e!ent of any consent, appro!al or permissions, bein"
re;uired in respect of use of any (nfrastructure, Client underta1es
to procure all such consents, appro!als or permissions, and
indemnify, defend and hold *er!ice ,ro!ider harmless a"ainst
any failure on its part to do so6 (n the e!ent, Client is unable, for
any reason 4hatsoe!er, to pro!ide any (nfrastructure and@or
facilities re;uired for the purposes of this A"reement, or procure
the ri"ht to use any such infrastructure (includin" the ri"ht to
modify , alter, amend any third party soft4are6) *er!ice ,ro!ider
shall be relie!ed of all its obli"ations under this A"reement that
are in any 4ay a7ected by such inability on the part of Client,
and the ,arties 4ill mutually a"ree in 4ritin" on any appropriate
adBustments to be made to this A"reement6
=!8 Client shall not use any non- Eicensed soft4are, applications,
etc6 on its o4n (nfrastructure and e;uipment and shall furnish to
*er!ice ,ro!ider full particulars of all such hard4are, soft4are,
applications, other infrastructure, before installin" and@or usin"
the same6 ,ro!ided that *er!ice ,ro!ider may, by notice to be
recorded in 4ritin", terminate this A"reement forth4ith in the
e!ent of a !iolation by Client of any of the restriction contained
herein abo!e and Client a"rees to indemnify and 1eep *er!ice
,ro!ider indemniAed a"ainst all such losses and liabilities as may
be incurred by *er!ice ,ro!ider as a result to such a !iolation by
Client6
=!: Client shall 1eep the *er!ice ,ro!ider updated and informed
about any modiAcations in its Dinte'na$ '0$e) an% 5'actice)E
"o!ernin" the *er!ices6
<! CONFIDENTIATY
<=!1 *er!ice ,ro!ider shall not use or di!ul"e or communicate
to any person (other than those 4hose pro!ince it is to 1no4 the
same or as permitted or contemplated by this A"reement or 4ith
the 4ritten authority of the Client or as the case may be,
re;uired by la4)6
<!4 All details, documents, date, applications, soft4are, systems,
papers, statements and business@customer information (the
<ConAdential (nformation=) 4hich is communicated by the Client
or any of its representati!es@ in!estor, promoter etc6, to *er!ice
,ro!ider and@or its personnel shall be treated as absolutely
conAdential an *er!ice ,ro!ider irre!ocably a"rees and
15
underta1es and ensures that *er!ice ,ro!ider and its personnel
shall 1eep the same secret and conAdential an that they shall not
disclose the same, in 4hole or in part to any person 4ithout the
prior 4ritten permission of the Client nor shall use or allo4 to be
used any conAdential (nformation, other than as may be
necessary for the due performance of the *er!ice ,ro!iderFs
obli"ation hereunder6 *er!ice ,ro!ider a"rees to ensure that its
personnel also underta1e a similar obli"ation as contained in this
*ection6 Any proprietary (nformation or any information relatin"
to business, accounts, Anance or contractual arran"ements or
other dealin"s, transactions or a7airs of the Client includin" its
subsidiaries@a%liates 4hich may come to *er!ice ,ro!ider Fs
1no4led"e durin" the continuance of this A"reementJ or and of
the terms of this A"reement6
<!7 *er!ice ,ro!ider ac1no4led"es and a"rees that it is a4are of the
sensiti!ity and secrecy obli"ations of the Client in 1eepin" the
employer, in!estor, promoter etc6, information and transaction
records and shall ensure neither *er!ice ,ro!ider nor,ro!ider
nor any of its personnel 4ill do any act !iolation the same6
<=!8 Se'vice P'(vi%e' a2'ee) t(,
-i. >a1e all necessary action to protect the ConAdential
(nformation a"ainst misuse, loss, destruction, deletion
and@or alteration6
-ii. Got to misuse or permit misuse directly or indirectly,
commercially e5ploit the ConAdential (nformation for
economic or other beneAt6
-iii. Got to ma1e or retain any copies or record of any
ConAdential (nformation submitted by the Client other than
as may be re;uired for the performance of the ConAdential
(nformationFs obli"ation under this A"reement6
-iv. Gotify the Client promptly of any unauthori8ed or improper
use or disclosure of the ConAdential (nformation6 *er!ice
,ro!ider shall use its best endea!ors -i. to pre!ent the
unauthori8ed publication or disclosure of any such
information or documents and -ii. to ensure that any
person, to 4hom such information or documents are
1
disclosed by *er!ice ,ro!ider , is a4are that the same is
conAdential to the Client6
-v. #eturn all the ConAdential (nformation that is in the
custody of *er!ice ,ro!ider upon termination@e5piry or any
such time as may be re;uired by the Client of this
A"reement6
-vi. 9nsure that the <do not call re"istry= number are not
passed on to any unauthori8ed person@s or misused in any
manner6
-vii. *er!ice ,ro!ider understands and a"rees that it does not
ac;uire by implication or other4ise any ri"ht in or title to or
any license in respect of information disclosed to it by the
Client and accordin"ly, *er!ice ,ro!ider hereby underta1es
as follo4s?
-i. Kse the "reatest de"ree of care to a!oid
unauthorised dissemination or publication of
P'(5'ieta'* In;('3ati(n disclosed by the
Client6
-ii. Kse the <,roprietary (nformation= only for the
permitted purposes6
-iii. Got ma1e copies of P'(5'ieta'*
In;('3ati(n other than for the permitted
purpose6
-iv. 9nsure that P'(5'ieta'* In;('3ati(n is
1ept secured on its premises6
-v. (n the e!ent of *er!ice ,ro!ider becomin"
a4are of any unauthorised copyin", disclosure
or use of the conAdential information, forth4ith
notify the Client thereof and if re;uested ta1e
such steps as shall be necessary to pre!ent
such further unauthorised copyin", disclosure
or use6
<=!: *er!ice ,ro!ider hereby unconditionally a"rees and
underta1es that it shall not and that its personnel shall not
disclose the terms and conditions of this A"reement or disclose
the information submitted by the Client under this A"reement to
any third party unless such disclosure is re;uired by la4 or for
the purpose of performin" *er!ice ,ro!ider Fs obli"ations under
this A"reement, pro!ided that prior to any such disclosure, the
ClientFs 4ritten consent shall be obtained6
1L
<=!= >he restrictions contained hereinabo!e 4ith re"ard to the
conAdentiality, shall not apply in the follo4in" cases?
-a. any information 4hich may come into the public
domain other4ise than throu"h unauthorised
disclosure by *er!ice ,ro!ider or its 95ecuti!esJ
-6. any disclosure is re;uired to be made in pursuance
of any la4 or re"ulation or by a duly authorised
4ritten order of court@ rele!ant &o!ernment
Authority, pro!ided such disclosure shall be
restricted to the e5tent the same is re;uired and the
Client shall be informed promptly by *er!ice ,ro!ider
re"ardin" such disclosure6
<=!< (t shall be the incumbent duty of *er!ice ,ro!ider to underta1e
not to disclose any business related information of the Client to
any third person and *er!ice ,ro!ider shall 1eep all 1no4led"e
of the business acti!ities and a7airs of >he Client strictly
conAdential and also to ensure that neither *er!ice ,ro!ider or
any of its personnel directly or indirectly assist any third person
4ith the promotion of acti!ities 4hich may be preBudicial to the
interest or in competition to the acti!ities of the Client6
<=!A Access to (n!estors Associates, ,romoters, ,ortfolio companies ,
etc customer information by sta7 of *er!ice ,ro!ider shall be
limited to those areas 4here the information is re;uired in order
to perform the *er!ices6
<=!B (f *er!ice ,ro!ider becomes a4are of any breach of conAdence
by any of its 95ecuti!es, it shall promptly notify the Client and
*er!ice ,ro!ider shall "i!e all reasonable assistance in
connection 4ith any proceedin"s, 4hich the Client throu"h
*er!ice ,ro!ider may institute a"ainst any such 95ecuti!es6
<=!1C >he pro!isions of this *ection shall sur!i!e the termination
of this A"reement6
<=!11 At no point of time shall *er!ice ,ro!ider has@ deem to
ha!e any ri"ht, lien, interest, char"e etc6 on the all information@
documents@ records recei!ed from the Client or those meant for
the Client as per this A"reement, for any reason 4hatsoe!er6 (t is
understood that the Client shall ha!e o4nership of the same at
1M
all times and *er!ice ,ro!ider shall be a trustee of the same for
the beneAts of the Client6
A! E?CUSIVITY
A!1 (t is e5pressly a"reed that the Client shall, at all time, be at
liberty to en"a"e any other person in addition or substitution to
*er!ice ,ro!ider for the *er!ices 4ithout reference to *er!ice
,ro!ider 6
B! INDEMNITY
B!1 *er!ice ,ro!ider shall, at its o4n e5penses, indemnify, defend
and hold harmless the Client and its A%liate@s of the Client
(n!estors Associates, ,romoters, ,ortfolio companies , etc, their
respecti!e o%cers, directors, personnel, representati!es,
consultants, nominees, desi"nees from and a"ainst any and all
costs, e5penses, lossess, liabilitiesy, dama"es, etc su7ered or
incurred (includin" but not limited to liabilities, Bud"ments,
dama"es, losses, claims, costs and e5penses, includin"
attorneyFs fees and e5penses) or any other losses that may
occur, arisin" from or relatin" to ?

(i) Gon-performance, inade;uate performance, part
performance pro!ision of deAcient ser!ices, breach,
ne"li"ence, 4illful default by the >eamEease*er!ice
,ro!ider , its personnel of any of the terms, conditions,
co!enants, representations, underta1in"s, obli"ations or
4arranties under this A"reement, includin" but not
limited to the obli"ations or 4arranties under this
A"reement, includin" but not limited to the obli"ations of
*er!ice ,ro!ider includin" pertainin" to date protection,
conAdentiality and intellectual property ri"hts of the
Client, or any "uidelines issued by the Client to *er!ice
,ro!ider from time to timeJ
(ii) Act, omissions, errors, representations,
misrepresentations, misconduct, ne"li"ence of *er!ice
,ro!ider and@or its personnel in performance of its
obli"ations under this A"reementJ
(iii) Eoss misappropriations, misuse or dama"e to the
documents or instructions@thin"s that are in the
19
possession of *er!ice ,ro!ider or its ,ersonnel or any
other persons en"a"ed by *er!ice ,ro!ider or 4ithin the
control of the *er!ice ,ro!iderJ
(iv) Causation of any dama"e to the (n!estors Associates,
,romoters, ,ortfolio companies , etc customers of the
Client throu"h any acts or omissions of *er!ice ,ro!ider
and@or its personnelJ
(v) Contra!ention of any Applicable Ela4s, as may be
applicable from time to time, or industry practice, or
!iolation of any policies and process rules as stipulated
byof the Client6
BA!4 *er!ice ,ro!ider a"rees that any notice or communication
by an o%cer of the Client under this *ection shall be deemed
as su%cient proof that the Client has su7ered or incurred
liabilities (includin" but not limited to liabilities, Bud"ments,
dama"es losses, claims, costs and e5penses, includin"
attorneys fees and e5penses) or any other losses6 *er!ice
,ro!ider shall upon receipt of such notice or communication
immediately, 4ithout any delay or demur or contest, indemnify
the Client, etc6
BA!7 *er!ice ,ro!ider shall be liable to pay the amounts to the
Client, as determined by the Client in its sole discretion under
this pro!ision, on demand, and the Client shall be, 4ithout
preBudice to its other ri"hts and remedies, entitled to adBust
the amounts so determined to be due from *er!ice ,ro!ider
a"ainst the future payments due by the Client to *er!ice
,ro!ider 6
AB!8 *er!ice ,ro!ider shall co-operate fully in defendin" any
claim@s by any local, state or central authority a"ainst the
Client 4ith respect to any le!ies, ta5es, duties, Anes, and@or
penalties etc6 due and payable by the *er!ice ,ro!ider, and
shall (ndemnify the Client, fully and 4ithout limit, a"ainst the
same6
BA!: >he ,ro!isions of this section shall sur!i!e the termination
of this A"reement6
20
BA!= *er!ice ,ro!ider a"rees to defend, indemnify and 1eep the
Client indemniAed and harmless at all times, from and a"ainst
any and all liti"ations, claims, demands, e5penses, dama"es,
costs, assertions of liabilitiesy, etc 4hether ci!il, criminal,
tortuous or of any nature 4hatsoe!er, arisin" out of or
pertainin" to or resultin" from any breach of representations
and 4arranties made by *er!ice ,ro!ider and@or breach
and@or 4ilful default of any pro!isions of this A"reement by
the *er!ice ,ro!ider6
1CB! ARBITRATION
1CB!1 (n the e!ent any disputes, di7erences or contro!ersies
should arise bet4een the ,arties hereto, out of or in
connection 4ith the pro!isions of this A"reement, or any action
ta1en hereunder, the ,arties hereto shall thorou"hly e5plore all
possibilities for an amicable settlement6 (n case amicable
settlement can not be reached, such disputes, di7erences or
contro!ersies shall be referred to arbitration in accordance
4ith the pro!isions of the Arbitration and Conciliation Act, 199
includin" any amendment or re-enactment thereof6
Any dispute or di7erences arisin" out of or touchin" this a"reement, if
not resol!ed amicably, shall be referred to the arbitration, of
sin"le arbitrator to be mutually a"reed by the parties6 (n case
the parties fail to a"ree upon sin"le arbitrator, then each party
shall appoint one arbitrator and these t4o arbitrators shall
appoint a third arbitrator6 >he decision of the arbitral tribunal
shall be Anal and bindin" on the parties6 >he arbitration shall
be conducted in accordance 4ith the Arbitration and
Conciliation Act 1996
1CB!4 >he proceedin"s of such arbitration shall be conducted in
9n"lish lan"ua"e and the !enue of such arbitration shall be at
Mumbai3an"alore6
1CB!7 >he a4ard of such arbitration shall be Anal and bindin"
upon the ,arties hereto6
106. >he pro!isions of this A"reement shall be "o!erned by and
construed in accordance 4ith (ndian la4 and the courts in
Mumbai, (ndia shall ha!e the e5clusi!e Burisdiction o!er
matters arisin" out of this a"reement6
21
1C1! FURISDICTION

1C1!1 >his A"reement shall be "o!erned in accordance 4ith the
la4s of (ndia6 >his A"reement is subBect of the e5clusi!e
Burisdiction of courts at Mumbai3an"alore6
114! IMIATION OF IABIITY
114!1 95cept as pro!ided in the clause titled Efect (;
Te'3inati(n" and 4ithout preBudice to the pro!isions of
indemniAcation contained herein, neither ,arty 4ill be liable to
the other for any lost re!enue, lost proAts nor other incidental or
conse;uential dama"es based on any breach or default under this
A"reement6
17! INSURANCE
1447!1 *er!ice ,ro!ider shall maintain at its o4n cost, throu"hout
the tenure of this A"reement and any e5tensions thereof,
(nsurance co!era"e for ade;uate amount in consultation 4ith the
Client, includin" but not restricted to, Comprehensi!e &eneral
Eiability (nsurance co!erin" accidental losses, bodily harm inBury,
death of all indi!iduals employed@assi"ned by *er!ice ,ro!ider to
perform the *er!ices re;uired under this A"reement6
1474!4 *er!ice ,ro!ider shall also ta1e, at its o4n costs, insurance
policies for ade;uate amount a"ainst dishonesty, theft, e5tortion,
robbery, for"ery, altered documents, fraud, dielity and@or any
other dishonest acts on the part of *er!ice ,ro!iderFs personnel or
representati!es, 4ith the Client as the loss payee@beneAciary6
1447!7 *er!ice ,ro!ider underta1es to procure at its o4n cost
insurance to protect a"ainst any loss@dama"es 4hich may be
su7ered by *er!ice ,ro!ider , the Client and@or the employees,
representati!e, etc6, of the Client, as a result of any loss of any
properties of the Client and@or its employees, representati!es, etc
entrusted to *er!ice ,ro!ider bein" lost in transit 4hile in the
custody of *er!ice ,ro!ider 6
1447!8 *er!ice ,ro!ider underta1es to pro!ide such documentary
proof of compliance 4ith this *ection as may be re;uired, from
time to time, by the Client or its auditors or any other
authorities6
22
1447!: *er!ice ,ro!ider shall promptly notify the Client of any
actual or potential claim under any of the insurance policies
referred to in this *ection6 9ach such notice shall be
accompanied by full details of the incidents "i!in" rise to the
claim6 *er!ice ,ro!ider shall a7ord the Client all such assistance
as may be re;uired for the preparation and ne"otiation of any
claim under an insurance policy6
1778! PUBICITY
1778!1 *er!ice ,ro!ider shall not use the name and@or
trademar1@ser!ice mar1@lo"o or the Client, the A%liates of the
Client @ its "roup companies, subsidiaries, associates or any of its
in!estors, promoters, etc6, in any sales or mar1etin" publication of
ad!ertisement, or in any other manner 4hatsoe!er 4ithout the
prior 4ritten consent of the Client6
18:8! PROPRIETARY RIGHTS
188:!1 *er!ice ,ro!ider a"rees that any product includin" but not
limited to all information, reports, studies, soft4are (includin"
soruce codes, obBect codes and e5ecutables) 0o4 charts,
dia"rams and other tan"ible an intan"ible material of any nature
4hatsoe!er produced by or as a result of any of the *er!ices
rendered hereunder shall be in sole an e5clusi!e property of the
Client6 (n furtherance thereof, *er!ice ,ro!ider hereby
irre!ocably "rants, assi"ns, transfers to the Client all ri"hts, title
and interest of any 1ind, in and to any such product produced
hereunder6 *er!ice ,ro!ider shall not be entitled to ma1e any
use of any of the said materials e5cept as may be e5pressly
permitted in 4ritin" by the Client6
1::=! REATIONSHIP
1::=!1 (t is hereby e5pressly a"reed and clariAed that the
relationship bet4een the Client and *er!ice ,ro!ider is as
principal to principal and neither ,arty is, nor shall be deemed to
be, an a"ent @ partner of the other6 Gothin" in this A"reement
shall be construed to render *er!ice ,ro!ider a partner or a"ent
of the Client6
1::=!4 Gothin" in this A"reement is intended or shall be construed
to authorise either ,arty to create or assume any liability or
2I
indebtedness of any 1ind in the name of, or on behalf of the
other ,arty or to act for or be responsible for the performance of
the other ,arty in any manner e5cept and to the e5tent e5pressly
pro!ided in this A"reement6
1::=!7 Got4ithstandin" anythin" contrary contained herein,
*er!ice ,ro!ider shall not, 4ithout the ClientFs prior speciAc
appro!al@consent in 4ritin", assume or create any obli"ations on
the ClientFs behalf or incur any liability on behalf of the Client or
in any 4ay pled"e or purport to pled"e the ClientFs credit or
accept any contract bindin" upon the Client6
1==<! SUBGCONTRACTORS AND AGENTS
1==<!1 *er!ice ,ro!ider shall not subcontract any of this
responsibilities contained in this A"reement to any sub-a"ent or
subcontractor 4ithout prior 4ritten permission of the Client,
4hich the Client may deny at its absolute discretion and if the
Client "i!e such prior 4ritten permission (4hich permission may
be of a "eneral or speciAc nature), it shall not be construed a
4ai!er of any accrued ri"hts and@or liabilities and *er!ice
,ro!ider shall be fully responsible for all acts and omissions of its
sub-contractors or sub-a"ents6
1==<!4 Gothin" in this A"reement shall be construed as creatin"
any contractual or other relationship bet4een the Client and any
personnel of the *er!ice ,ro!ider, not any obli"ation on the part
of the Client to apply or see to the payments of any money due
to any personnel6
1==<!7 *er!ice ,ro!ider a"rees and conArms that all the
pro!isions applicable to *er!ice ,ro!ider in relation to its
personnel shall also be ipso facto applicable to the sub-
Contractors and sub-a"ents6 >he e5pression <personnelF
4here!er appearin" in this A"reement in relation to *er!ice
,ro!ider shall include its o%cials, directors, employees, sub-
contractors, sub-a"ents, nominees, representati!es, desi"nees,
for all purposes and intents6
1<<A! INSPECTION AND RIGHT TO AUDIT
1<<A!1 *er!ice ,ro!ider shall maintain in "ood order and as per
"enerally accepted industry practices, its boo1s of account in
2.
respect of the *er!ices pro!ided and shall allo4 the Client, its
mana"ement, its representati!es its auditors and@or its
re"ulators to enter upon the premises of *er!ice ,ro!ider and
inspect, e5amine and audit *er!ice ,ro!ider Fs operations and
business records 4hich the Client, its mana"ement, its
representati!e its auditors and@or its re"ulators in their absolute
discretion deem to be rele!ant to the ser!ices and Anancial
arran"ement, as set forth in this A"reement, 4ith or 4ithout
pro!ision to the ri"ht to inspect, the Client, its mana"ement, its
auditors and@or its re"ulators shall also ha!e the ri"ht to call for
any information pertainin" to *er!ice ,ro!ider Fs operations and
business records 4hich the Client, its mana"ement, its auditors
and@or this re"ulators in their absolute discretion deem to be
rele!ant to the *er!ices and Anancial arran"ement, as set forth
in this A"reement6 *er!ice ,ro!ider shall produce such
information 4ithin such time as may be pro!ided by the Client,
its mana"ement, its auditors and@or its re"ulators6
1<<A!4 *er!ice ,ro!ider shall 1eep complete an accurate account
of all records in relation 4ith this A"reement in the manner and
form stipulated by (C(C( )enture6 *er!ice ,ro!ider forth4ith upon
bein" re;uired by the Client permit inspection, audit or permit
ta1in" copies of the records of *er!ice ,ro!ider 4hich are
rele!ant to this A"reement6
1<<A!7 *er!ice ,ro!ider shall co-operate in "ood faith 4ith the
Client to correct any practice, 4hich are found to be deAcient
durin" the audit 4ithin a reasonable time after receipt of the
audit report from the Client6
1<<A!8 *er!ice ,ro!ider reco"ni8es the ri"ht of #eser!e 3an1 of
(ndia and@or any other local and statutory bodies to
inspect@cause an inspection to be made of *er!ice ,ro!ider and
its boo1s and account by one or more of its o%cers or employees
or other persons6
1ABA! TERMINATION
1AAB!1 9ither ,arty may terminate this A"reement by pro!idin"
t4o (2) months prior 4ritten notice 4ithout pro!idin" any reason6
Got4ithstandin" anythin" herein contained, the Client may
4ithout any notice, terminate this A"reement under any one or
more of the follo4in" conditions ?
25
-i. (n the e!ent of default, breach, ne"li"ence or
deAciency by *er!ice ,ro!ider in the performance of
any of the *er!ices under this A"reement, the
applicable *cheduleAs and the policies and
"uidelines issued by the Client to *er!ice ,ro!ider
from time to timeJ
-ii. (n the e!ent the *er!ices pro!ided herein in@are in
contra!ention of any la4 and re"ulationsApplicable
Ea4s, as may e applicable from time to time, or
industry practice, or performs acts or omission that
4ould under the circumstances amount to
obBectionable ser!iceJ
-iii. (f *er!ice ,ro!ider does not meet, or fails to meet
any of the ClientFs criterion for insol!ency is Aled
a"ainst *er!ice ,ro!ider an such petition is not
dismissed 4ithin ninety (90) days after Alin" and@or if
the
-iv. *er!ice ,ro!ider ma1es and arran"ement for the
beneAt of its creditors or, if the court recei!er is
appointed as recei!er of all@any of *er!ice ,ro!ider
Fs properties6
1AAB!4 (t is hereby a"reed and understood by *er!ice ,ro!ider that
the pro!isions of this *ection shall not limit or restrict not shall
they preclude the Client from pursuin" such further and other
le"al actions, a"ainst *er!ice ,ro!ider for any breach or non-
compliance of the terms of this A"reement6 All costs, dama"es,
demands, liti"ations, char"es, and e5penses, etc
incurred@paid@su7ered by the Client and@or the (n!estors
Associates, ,romoters, ,ortfolio companies , etc customers of the
Client on account of default by *er!ice ,ro!ider shall be
reimbursed by *er!ice ,ro!ider to the Client6
1ABA!7 (n the e!ent that this A"reement is terminated for any
reasons, *er!ice ,ro!ider shall forth4ith hand o!er to the Client
or pertainin" to the *er!ices herein that may be in the
possession of *er!ice ,ro!ider or any of its personnel assi"ned
to perform the ser!ices under this A"reement6
1ABA!8 Kpon termination of this A"reement, *er!ice ,ro!ider a"rees
to promptly return to the client all <,roprietary information=, and
2
all reports and information in its possession and@or any property
of the Client 4hich may come into possession of *er!ice ,ro!ider
pursuant to this A"reement6 *er!ice ,ro!ider 4ill be paid for all
*er!ices that are accepted by the Client6 *uch payments 4ill
dischar"e the ClientFs entire liability to *er!ice ,ro!ider in the
e!ent of termination6
1B4C1B! MISCEANEOUS
1B4C1B!1 Any pro!ision of this A"reement may be amended or
4ai!ed if, and only if such amendment or 4ai!er is in 4ritin" and
si"ned, in the case of an amendment by each ,arty, or in the
case of a 4ai!er, by the ,arty a"ainst 4hom the 4ai!er is to be
e7ecti!e6
1B4C1B!4 Go failure or delay by any ,arty in e5ercisin" any ri"ht,
po4er or pri!ile"e hereunder shall operate as a 4ai!er thereof
nor shall any sin"le or partial e5ercise of any other ri"ht, po4er
or pri!ile"e6 >he ri"hts and remedies herein pro!ided shall be
cumulati!e and not e5clusi!e of any ri"hts or remedies pro!ided
by la46
1B4C1B!7 -i. All notices, re;uests and other communications 4hich
shall be or may be "i!en pursuant to this A"reement shall be
sent by re"istered mail and@or personal deli!ery and@or courier
and shall be addressed to the ,arties hereto at their respecti!e
o%ces set forth in the premises of this A"reement6
-ii. *uch notices, re;uests and other communications shall be
deemed to be recei!ed and made e7ecti!e 4hen duly arri!ed at
the other ,artyFs address6
-iii. Any alteration or chan"e in the addresses of each of the
,arties hereto shall be notiAed in 4ritin" to the other ,arty hereto
4ithout undue delay6
(i!)Any notices, demands or re;uests, 4hich may be "i!en or
ser!ed in connection 4ith this A"reement shall be so "i!en or
ser!ed in 4ritin" at the respecti!e addresses (i6e the either
parties Contractual #epresentati!e) by?
16 +andin" the same to the addressee
2L
16 *endin" the same by mail, 4ith posta"e prepaid
26 Courier, conArmed 4ithin 2. hours by a si"ned copy sent by
mail6
(!) All notices to be "i!en to parties under the terms in connection
4ith this A"reement shall be ser!ed by sendin" the same to the
respecti!e addresses nominated for that purpose addressed to
(i6e the either parties Contractual #epresentati!e)6
1B14CB!8
>his A"reement constitutes the entire a"reement bet4een the
,arties 4ith respect to the subBect matter hereof and supersedes
all prior 4ritten a"reements, understandin"s and ne"otiations,
both 4ritten and oral, bet4een the ,arties 4ith respect to the
subBect matter of this A"reement, Go representation,
inducement, promise, understandin", condition or 4arranty not
set forth herein has been made or relied upon by any ,arty
hereto6
1B14CB!: (n the e!ent that any pro!ision of this A"reement is held to
be in!alid or unenforceable, the remainin" pro!isions of this
A"reement 4ill remain in full force and e7ect6
11B4CB!= (n case of any chan"e in Aapplicable Ela4s in (ndia, that
has an e7ect on the terms of this A"reement, the ,arties a"ree
that the A"reement may be re!ie4ed, and if deemed necessary
by the ,arties, rene"otiated in "ood faith6
1B1B4C!<
>he captions herein are included for con!enience of reference
only and shall be i"nored in the construction of interpretation
hereof6
1B1B4C!A
(f this A"reement is si"ned in counterparts, each counterpart
shall be deemed to be an ori"inal6
1B1B4C!B
*er!ice ,ro!ider shall not assi"n or transfer all or any of itis
ri"hts, beneAts or obli"ations under this A"reement 4ithout the
prior 4ritten appro!al of the Client, the Client may, at any time,
assi"n or transfer all or any of its ri"hts, beneAts and obli"ations
under this A"reement6
19610
2M
19610 (n the e!ent the Client is re;uired to pay any super!isory
or other fee or penalty imposed le!ied by any authority in connection
4ith the *er!ices, *er!ice ,ro!ider a"rees to reimburse the Client for
the same and shall 1eep the Client indemniAed from such claims or
any other claims charn"es, dama"es etc by 4hosoe!er concerned6

41! PUBICITY
41!1 *er!ice ,ro!ider shall not use the name and@or trademar1@ser!ice
mar1@lo"o or the Client, the A%liates of the Client @ its "roup
companies, subsidiaries, associates or any of its in!estors,
promoters, etc6, in any sales or mar1etin" publication of
ad!ertisement, or in any other manner 4hatsoe!er 4ithout the
prior 4ritten consent of the Client6
44! FORCE MAFEURE
44!1!1 Geither ,arty shall be considered in default of performance
of its obli"ations under the terms of this A"reement if such
performance is pre!ented or delayed for any cause beyond the
reasonable control of the ,arty a7ected includin" 4ar, hostilities,
re!olution, riots, ci!il commotion, stri1es, loc1outs, epidemic, Are,
e5plosions, 0ood, earth-;ua1e, act of &od, any act of
&o!ernment, espiona"e, hac1in", default or failure of@by any third
party e5cludin" franchisees, sub-contractors and A%liates of
either party, or any other cause beyond the control of the
concerned ,arty 4hich could not ha!e been a!oided by the
e5ercise of due dili"ence pro!ided that notices in 4ritin", of any
such e!ent 4ith necessary e!idence that the obli"ation under the
A"reement has been thereby a7ected or pre!ented or delayed, is
"i!en as soon as possible and in any e!ent 4ithin 1. (fourteen)
days from the happenin" of the force maBeure e!ent, and in case
it is not possible to ser!e the notice 4ithin the said 1. (fourteen)
days period, then 4ithin the shortest possible period thereafter
4ithout delay6
44!1!4 >he ,arty a7ected by force maBeure shall continue to
perform the obli"ations under this A"reement, 4hich are not
a7ected by the force maBeure e!ent and may ta1e steps as are
reasonably necessary to remo!e the causes resultin" in force
maBeure if 4ithin its control and to miti"ate the e7ect thereof6
29
44!1!7 (f the force maBeure e!ent continues for more than I (three)
months, then the parties shall mutually decide the future course
of action to be ta1en by them6
47! INSURANCE
47!1!1*er!ice ,ro!ider shall maintain at its o4n cost, throu"hout the
tenure of this A"reement and any e5tensions thereof, follo4in"
(nsurance co!era"e co!erin" bodily harm inBury, death of all
indi!iduals employed@assi"ned by *er!ice ,ro!ider to perform
the *er!ices re;uired under this A"reement? i6 Commercial
&eneral Eiability (nsurance ii6 ,rofessional Eiability (nsurance6
47!1!4 *er!ice ,ro!ider underta1es to pro!ide such documentary proof
of compliance 4ith this *ection as may be re;uired, from time to
time, by the Client or its auditors or any other authorities6
47!1!7 *er!ice ,ro!ider shall promptly notify the Client of any
actual or potential claim under any of the insurance policies
referred to in this *ection6 9ach such notice shall be accompanied
by full details of the incidents "i!in" rise to the claim6 *er!ice
,ro!ider shall a7ord the Client all such assistance as may be
re;uired for the preparation and ne"otiation of any claim under
an insurance policy6
48! REATIONSHIP
48!1!1 (t is hereby e5pressly a"reed and clariAed that the relationship
bet4een the Client and *er!ice ,ro!ider is as principal to
principal and neither ,arty is, nor shall be deemed to be, an
a"ent @ partner of the other6 Gothin" in this A"reement shall be
construed to render *er!ice ,ro!ider a partner or a"ent of the
Client6
48!1!4 Gothin" in this A"reement is intended or shall be construed to
authorise either ,arty to create or assume any liability or
indebtedness of any 1ind in the name of, or on behalf of the
other ,arty or to act for or be responsible for the performance of
the other ,arty in any manner e5cept and to the e5tent e5pressly
pro!ided in this A"reement6
48!1!7 Got4ithstandin" anythin" contrary contained herein, *er!ice
,ro!ider shall not, 4ithout the ClientFs prior speciAc
I0
appro!al@consent in 4ritin", assume or create any obli"ations on
the ClientFs behalf or incur any liability on behalf of the Client or
in any 4ay pled"e or purport to pled"e the ClientFs credit or
accept any contract bindin" upon the Client6
4:! A+ AND ARBITRATION
4:!1!1 >he pro!isions of this A"reement shall be "o!erned by and
construed in accordance 4ith (ndian la4 and the courts in
Mumbai, (ndia shall ha!e the e5clusi!e Burisdiction o!er
matters arisin" out of this a"reement6
4:!1!4 Any dispute or di7erences arisin" out of or touchin" this
a"reement, if not resol!ed amicably, shall be referred to the
arbitration, of sin"le arbitrator to be mutually a"reed by the parties6 (n
case the parties fail to a"ree upon sin"le arbitrator, then each party
shall appoint one arbitrator and these t4o arbitrators shall appoint a
third arbitrator6 >he decision of the arbitral tribunal shall be Anal and
bindin" on the parties6 >he arbitration shall be conducted in
accordance 4ith the Arbitration and Conciliation Act 1996 >he
lan"ua"e of arbitration shall be 9n"lish and the !enue of arbitration
shall be Mumbai, (ndia6

IN +ITNESS +HEREOF the ,arties hereto ha!e hereunto caused this
A"reement to be e5ecuted by their duly authorised representati!es on
the day and year Arst hereinabo!e mentioned6
SIGNED AND DEIVERED
on behalf of 4ithin named Client
ICICI Vent0'e F0n%) Mana2e3ent C(35an* i3ite%
N
throu"h itFs authorised si"natory
N
-1. MR!
-Di'ect('.
I1
-4. MR! &&&&&&&&&&&&&&&&&&&&
-Di'ect('.
In t#e 5'e)ence (;,
1!
4!
SIGNED" SEAED AND DEIVERED H
on behalf of 4ithinnamed N
&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&.
throu"h itFs authorised si"natory N
MR!__________________________ N
&&&&&&&&&&&&&&&&&& &&&&&&&&&&&&&& &&.
In t#e 5'e)ence (;,
1!
4!

ANNE?URE > A - In)e't.
ANNE?URE > B - In)e't.
I2
II

Draft Agmnt SLA 25.9.09 Track Precedent

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Draft Agmnt SLA 25.9.09 Track Precedent

Uploaded by

Copyright:

Available Formats

Draft Without Prejudice

Draft Without Prejudice

You might also like