SERVICE PROVIDER AGREEMENT

THIS REFERRAL AGREEMENT made in Mumbai on Date: (“Commencement Date”).

1. [Legel name], [description of legal constitution] and having its registered of address : [address] (hereinafter referred to as “Service Provider” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the ONE PART;


AND


2. UDYAN PLATFORMS (OPC) PRIVATE LIMITED, a company under the provisions of the Companies Act, 2013 and having its registered office at: [Cello Express Zone, Western Express Highway, Malad East, Mumbai 400097] (hereinafter referred to as "The Company", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the OTHER PART.

1. The Service Provider is engaged in the business of sales of loans and services for financial institutions (“Business”)
2. The Company is in the business of loan distribution providing the entire gamut of financial services and acts as a distributer for leading loan provider Banks and NBFCs. Company is also in the business providing various financing for the financing of Business loans, personal loans besides various other products.
3. Service Provider has approached Company and represented that it is legally engaged in the Business and it has the requisite skills, knowledge, experience, expertise and infrastructure/facilities to perform the Services (as defined below), and also that it has, its own independent, trained and experienced staff having requisite skills and knowledge to perform the Services in terms of this Agreement, and also has the requisite experience of providing such Services to other customers of the Service Provider and has offered to provide the Services as agreed in this Agreement.
4. The Company has, relying upon the representations of the Service Provider as contained in this Agreement, has agreed to avail the Services from the Service Provider on the terms and conditions set out hereunder.
5. The Parties desire to enter into this Agreement to record their respective agreements as under.

NOW IN CONSIDERATION OF THE VARIOUS TERMS HEREIN CONTAINED, INCLUDING THE RECITALS WHICH FORM AN INTEGRAL AND BINDING PART OF THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

1. Definitions: In this Agreement, except to the extent that the context requires otherwise the following terms shall have the meanings set forth below:

   1. “Agreement” shall mean this agreement between Company and the Service Provider entered hereto and as amended from time to time and shall include all the Schedules to this Agreement;

   2. “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, clearance, directive, guideline, policy, requirement, other governmental restrictions or any other similar form of decision of, or determination or any interpretation or administration having the force of law or any of the foregoing, by any court or any Government Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter;

   3. “Government Authority” shall mean any national, supranational, regional or local governmental department, commission, board, bureau, agency, regulatory authority, tribunal, agency, instrumentality or entity, court or other judicial or administrative body, central, state, provincial or local, having jurisdiction over the matter or matters in question;

   4. “Confidential Information” means and includes all information of whatever nature used in or otherwise made available by Company and/ or its Customer, including information which is disclosed in any tangible form, or all information concerning / provided by Company that is not known or generally available to the public at large, including without limitation, software and documentation, existing systems and computer software, future projects, business development or planning, commercial relationships and negotiations, the marketing of goods or services (including customer names and lists, sales targets, statistics,) financial statements and other financial information, employees lists, salaries and benefits and all other data sent by Company whether written, oral or on magnetic or other media exchanged to between the Parties, on or after the date hereof, is nevertheless disclosed as a result of the Parties' discussions and based on legends or other markings, the circumstances of disclosure or the nature of the information itself, should reasonably be understood by the Service Provider as being proprietary and/ or confidential to Company;

   5. "Intellectual Property Rights" means all current and future copyright, patents, trademarks or rights in databases, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant country of the world;

   6. “Services” means as activities to be performed by Service Provider as specifically provided in Schedule – I;

2. SERVICES AND SERVICE FEE

   1. Subject to the terms of this Agreement during the Term:

      1. The Company agree to engage Service Provider for providing the Services as defined in this Agreement and described in details in Schedule – I or as amended by the Company from time to time through intimation to the Service Provider;
      2. Service Provider agrees to cooperate with Company and provide information required for making this arrangement successfully;
      3. The Parties agrees that the consideration for the Services will be the Service Fee as mentioned in Schedule – II of this Agreement or as amended by the Company from time to time through intimation to the Service Provider (hereinafter referred to as “Service Fee”) for the respective Service.
      4. The Parties agrees that the payment of Service Fee will be as mentioned in Schedule – II of this Agreement.
      5. The Parties hereto have agreed that this Agreement shall be on the basis of a contract whereby the Company has indicated the required Services and the Service Provider has agreed to provide the Services to the Company by itself and without any assistance and/or supervision by the Company, unless otherwise agreed between the Parties, as a composite and complete service. The Parties hereto are desirous of recording the terms and conditions agreed upon by them.

3. TERM

   1. The term of this Agreement will be for 1 years from the Commencement Date unless earlier terminated according to the terms of this Agreement.
   2. Those provisions specifically agreed to survive the term of this Agreement shall survive as provided in this Agreement.

4. RENEWAL

   1. The Company shall have the option to renew this agreement on such terms and conditions as the Company may decide.
   2. Those provisions specifically agreed to survive the term of this Agreement shall survive as provided in this Agreement.

5. CONFIDENTIALITY AND NON-DISCLOSURE

   1. The Service Provider recognises, accepts and agrees that the Confidential Information provided or disclosed by the Company or obtained by the Service Provider and/or its employees, including Service Providers’s practices and trade secrets, customer data, which may be communicated to the Service Provider and/or its employees may be privy under or pursuant to this Agreement and / or in the course of performance of the Services under this Agreement shall be treated as absolutely confidential and the Service Provider hereby irrevocably agrees and undertakes and ensures that the Service Provider and all its employees shall keep the same as secret and confidential and shall not disclose the same, at all in whole or in part to any person or persons (including legal entities) at any time or use nor shall allow the Confidential Information to be used for any purpose other than as may be necessary for the due performance of Services. The Service Provider hereby specifically agrees to indemnify and keep Service Provider and their respective employees fully indemnified safe and harmless at all times against all/any consequences arising from any breach of this undertaking by the Service Provider and/or its employees and shall immediately reimburse/pay to Service Provider on demand all damages, loss, cost, expenses or any charges that Service Provider may be required to suffer, pay or incur in connection therewith.
   2. The provisions of the Clause 4.1 including the indemnity contained therein shall survive the termination and expiry of this Agreement.

6. BRAND COMMUNICATION BY THE PARTIES

   1. Subject to the terms of this Agreement, during the Term, both Parties reserve the right to permit other Party to display its brand images and trademark or logo in a manner mutually agreed later.
   2. Any such use of brand images and trademark or logo shall not be treated as an assignment of the same by a Party to other.
   3. All such permissions shall stand withdrawn upon termination of this Agreement.

7. INTELLECTUAL PROPERTY

   1. Subject to the terms of this Agreement, during the Term, both Parties reserve the right to permit other Party (with a right to with draw the permission) to use certain Intellectual Property Rights for the purpose of this Agreement.
   2. Any such use permission and the terms thereof shall be in writing shall not be treated as an assignment of any rights on the same.
   3. All such permissions shall stand withdrawn upon termination of this Agreement.

8. THE SERVICE PROVIDER’S REPRESENTATIONS AND WARRANTIES

   1. The Service Provider hereby represents, warrants and confirms that:

      1. It has full capacity, power and authority to enter into this Agreement and during the continuance of this Agreement, will continue to have full capacity, power, and authority to carry out and perform the Services and has already taken and will continue to take all necessary and further actions, (including where applicable without limitation obtaining of necessary approvals/consents/licences as are applicable under Applicable Law).
      2. It has the necessary skills, knowledge, experience, expertise, required capital net worth, adequate and competent facility, Staff, systems, equipment and procedures and capability to duly perform the Services in accordance with the terms of this Agreement and to the satisfaction of Company, provided however that Company’s judgement as regards the quality and skills of the Service Provider and its employees, shall be final and binding on the Service Provider.
      3. The execution of this Agreement and providing Services hereunder does not and will not violate any Applicable Law and further, will not violate or breach any covenants, stipulations or conditions of any agreements or undertaking entered into by the Service Provider with any other person.
      4. The Service Provider hereby acknowledges and accepts that Company has relied upon the above representations and warranties and has entered into this Agreement.
      5. The Service Provider represents and warrants to Company that
         • prior to delivery of any deliverable or provision of any Service to Company, the Service Provider shall have obtained assignment or license of all right, title and interest in and to such deliverable, to the extent necessary for Service Provider to grant to Company the rights and licenses granted hereunder;
         • the Service Provider has not received any written notice or claim, and is not otherwise aware, that any of the deliverables and the use thereof by Company in accordance with this Agreement as contemplated hereunder, infringes or misappropriates, or would infringe or misappropriate the patent, copyright, trademark, trade secret or other Intellectual Property Rights of any third party; and
         • the Services performed by the Service Provider hereunder shall be of professional quality, consistent with generally accepted industry standards for the work of a similar nature.

9. THE SERVICE PROVIDER’S COVENANTS

   1. The Service Provider hereby agrees, undertakes and confirms as under:-

      • The Service Provider shall, at all times, maintain and respect, and shall also procure its employees to maintain and respect, the confidentiality of all/any matters relating to the Services, the Confidential Information, and this Agreement, unless required under Applicable Law. If the Confidential Information is required to be furnished to any authorities under Applicable Law, the Service Provider shall give prior intimation to Company before providing such Confidential Information.
      • Without prior written permission of Company, the Service Provider, and its employees shall not at any time use the name and/or trademark/logo of Company in any manner and for any purpose whatsoever.
      • The Services to be rendered pursuant to this Agreement shall be rendered and performed by the Service Provider, and it shall cause its employees to render and perform the same, with utmost care and diligence and shall be of the highest quality and standards. If at any time Company is dissatisfied with the Services rendered by the Service Provider, Company shall be entitled to terminate this Agreement with immediate effect without providing any notice to the Service Provider. Company’s decision in this regard shall be final, absolute and binding on the Service Provider.
      • The Confidential Information handed over by Company to the Service Provider and/or its employees in terms of this Agreement or which comes into the hands of the Service Provider and/or its employees’s custody, power or possession pursuant to or in connection with this Agreement will remain the sole and absolute property of Company, and the Service Provider and /or its employees shall not have and also shall not claim any charge, claim, lien, right of retention, sale or set-off or other right, title or interest therein or thereon for any reason whatsoever. The Service Providder and/or its employees, shall not at any time use or attempt to use Company’s logo/trademark or letterheads for any purpose whatsoever including for any purposes to perform the Services in terms of this Agreement.
      • The Service Provider shall at all times be responsible for conducting periodic background verification checks on its employees and ensure that the employees deployed at Company’s facilities and/or its own premises shall have no adverse track record including any criminal complaints/ convictions. The Service Provider shall promptly inform Company if it has any such knowledge of criminal complaints / convictions after deployment of its employees at Company premises/its own premises and makes adequate arrangements for substitution of such employees. Provided the Service Provider shall always be liable for all the actions of its employees and shall indemnify Company against all actions of its employees.
      • Company shall be entitled to access all books, records and information relevant to the Services available with the Service Provider. Upon request from Company, the Service Provider shall within 2 (two) days of such request provide to Company access to all the books, records and information in connection with Services available with the Service Provider.
      • Company shall have a right to monitor and assess the Services to be provided by the Service Provider under this Agreement and suggest corrective measures, if any, required to can be taken by the Service Provider.
      • The Service Provider shall not without prior approval/consent of Company, use any sub-contractor for undertaking all or part of the Services.
      • Company and its authorized representatives shall have a right to periodically conduct audits on the Service Provider whether by its internal or external auditors, or by agents appointed to act on its behalf and to obtain copies of any audit or review reports and findings made on the Service Provider in conjunction with the services performed for the Bank.

10. RESTRICTION ON THE SERVICE PROVIDER

    1. Unless otherwise agreed to by the Company, the Service Provider shall:

       • Not to use the name or corporate logo of the Company or any part thereof except as authorised by the Company in writing.
       • Not do or omit to do any act or thing which may in the sole opinion of the Company bring the name of the Company or the corporate logo of the Company into disrepute or which, may in the sole opinion of the Company damage or conflict with the interests of the Company.
       • Not to use or publish any advertisements, signs, directory entries or other forms of publicity whether or not relating in whole or in part to the Service or display the same on or at the premises unless the same shall have been submitted to and approved by the Company.
       • Not to work in a manner which in the opinion of the Company may be detrimental to the interest of the Company and which may affect the Service.
       • Not to receive money in any form either by way of commission or brokerage from any customer or borrower of the Company or from any third party for sourcing business or allow his judgment to be based on any extraneous thing other than the qualitative facts.
       • That Service Provider shall not represent itself as an Agent or an employee or partner of the Company or permit itself to be so represented by any other person or persons in any form whatsoever.

11. ADVERTISING

    1. The Service Provider can undertake with the consent of the Company the responsibility of advertising in the area of his operation for the purpose of this agreement.
    2. The Company may make available to the Service Provider advertising materials including posters, leaflets, displays, flyers, stickers, signs, cards and notices and the Service Provider shall at its own expense prominently display, maintain and distribute the same as the case may be. However, if any additional advertising material is required by the Service Provider, the Company shall supply the same at the cost price.
    3. The Service Provider shall co – operate with the Company and the other direct sale associates of the Company in any special advertising or sales promotion or other special activity and will engage in other promotional activities as the Company may direct.
    4. In case of any advertising campaign conducted by the Service Provider and the Company jointly all expenses shall be shared as may be mutually agreed between the parties.

12. ACCOUNTS AND RECORDS

    1. The Service Provider shall maintain accurate accounts and records, statements of all its operations and expenses under this agreement and submit a statement / report in the manner specified by the Company.
    2. In no event the Company shall be liable for any indirect, special or consequential damages which may arise under this agreement.
    3. The Service Provider shall furnish to the Company a half yearly profit and loss account of the Service within 15 days of finalization of the same.

13. ETHICS AND CODE OF CONDUCT

    1. Service Provider declare and undertake to the Company the following:

       • That they will conduct all its dealings in a very ethical manner and with the highest business standards.
       • That they will provide all possible assistance to the Company in order to investigate any possible instances of unethical behavior or business conduct violations by an employee.
       • That they will will disclose forthwith any breach of these provisions that comes to their knowledge to allow for timely action in their prevention and detection.
       • That it will comply with, and all its activities will be performed in accordance with, the Anti-Corruption Laws and that it shall not do, nor omit to do, any act that will lead to other Party being in breach of any of the Anti-Corruption Laws.
       • That they has not and will not make (or offer to make) any unlawful payments to, or confer (or offer to confer) any benefit upon any government official, any officer or employee of a public organization, any political party or official thereof or any candidate for political office on or behalf of the Company or any of its affiliates in violation of any applicable anti-bribery laws or regulations, and the Company will not bear any responsibility for such acts.

14. INDEMNITY

    1. The Service Provider hereby agree to fully indemnify, hold harmless and defend the Company from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to:

       • Breach of any representation or warranty contained in this Agreement;
       • Any breach or violation of any covenant or other obligation or duty under this Agreement or applicable law;
       • Caused by the negligence;

15. INDEPENDENT CONTRACTORS

    1. The Parties herein are independent contractors. Neither Party hereto, nor any of its respective agents, shall be construed to be the agent or representative of the other.

16. TERMINATION

    1. Without prejudice to any other remedies available under this Agreement or under the common law, the Company may terminate this agreement by giving 30 days written notice to the Service Provider.
    2. This agreement shall be valid for a period as indicated above and can be renewed for further period as mutually agreed upon by the parties. Provided however the Company shall in its sole discretion be at liberty to terminate the agreement at any time without notice and / or without assigning any reason. Upon such termination, the Company shall be at liberty to advertise the termination in such manner and form as it may deem fit. Upon termination / expiry, Service Provider shall return all forms, brochures and other stationary and printed material of the Company lying with it to the Company.

17. EVENTS OF TERMINATION

    1. On the occurrence of any of the events specified below, the Company shall be entitled (without prejudice to any other right or remedies which the Company may have under these presents or otherwise in law), to terminate this agreement as provide in this agreement at any time after the occurrence of such event.

       • If the Service Provider fails or neglects to observe or commits or allows to be committed any breach of the terms, conditions, provisions or stipulations of this agreement on its part to be performed and if such breach is remediable, fails to remedy such breach required to be remedied.
       • If any of the representations or warranties made by the Service Provider are found to be false of wrong.
       • If the Service Provider does or suffers any act or thing or omits to do or suffers to be done any act, thing, deed or matter whereof in the consequence of which the business of the Company may be or is likely to suffer.
       • If the Service Provider by its act or omission gives to the Company reasonable ground to consider that its rights under this agreement may be prejudiced or jeopardized
       • In case the Company is fixing target for the business and the Service Provider fails to achieve the targets set out by the Company for the duration stipulated.
       • If at any time it is found that the Service Provider is acting either directly or indirectly as a Service Provider, associate or representative of any other entity engaged in similar line of business.

18. CONSEQUENCES OF TERMINATION

    1. Upon the termination or expiration of this agreement for any reason, the Service Provider shall:

       • Immediately cease to operate as the Service Provider and not to thereafter hold itself out in any way as the Service Provider of the Company and refrain from any action that would or may indicate any relationship between it and the Company.
       • Immediately cease to use in any manner whatsoever name of the Company and the corporate logo of the Company.
       • Return to the Company forthwith or otherwise dispose of or destroy as the Company shall direct all signs, advertising materials, stationery, invoices, forms, specifications, designs, records, data, samples. Models, programs and drawings pertaining to or concerning the Services or the procedures or bearing any of the corporates logo of the Company.

19. MISCELLANEOUS

    1. Amendment: Any amendment to this Agreement shall be with mutual consent and shall be agreed in writing, which may not be unreasonably withheld.
    2. Applicable Law: The provisions of this Agreement shall be governed by and construed in accordance with Indian law.

    3. Force Majeure:

       • Neither party to this Agreement shall have any liability whatsoever to the other or be deemed to be in default of this Agreement as a result of any delay or failure in performing its obligations under this Agreement to the extent that any such delay or failure arises from causes beyond the control of that party including, but not limited to, acts of God, acts or regulations of any governmental or supranational authority, war national emergency, or fire (“Force Majeure Events”);
       • Without prejudice to any other rights, either party may terminate this Agreement with immediate effect by giving notice to the other if the other party is affected by any Force Majeure Events which continues for a period of not less than 15 (Fifteen) days and which prevents the other party from performing all, or a material part of, its obligations under this Agreement; and
       • Force Majeure Events shall not relieve a Party from the discharging of obligations which arose before such Force Majeure Events.
    4. Jurisdiction & Dispute Resolution: The courts in Mumbai, India shall have jurisdiction in respect of any matter, claim or dispute arising out of or in any way relating to this Agreement. Subject to the aforesaid any dispute relating to this Agreement or in respect of any rights, liabilities, and obligations arising out of this Agreement shall be resolved between them in an amicable manner by discussions between the senior management team of the Parties. However, if any such disputes stand unresolved, such disputes will be resolved through arbitration by a sole arbitrator appointed by both the Parties. The arbitration proceedings shall be carried out in accordance with the provisions laid down by the Arbitration & Conciliation Act, 1996, and the place of arbitration shall be in Mumbai. The arbitration proceedings shall be conducted in the English language.
    5. Notices: All notices, requests, and other communications to any Party hereunder shall be in writing and shall be given to such Party at its address or Fax number or Email as such Party may hereafter specify to each Party.

1. Severance: The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement.
2. Successors and Assigns: The provisions of this Agreement shall be binding upon and inure to the benefit the Parties hereto and their respective successors and permitted assigns and affiliates, provided that no rights herein shall be assigned by any of the Parties hereto without the prior written consent of the other Party.
3. Waiver: No failure or delay by either Party in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
4. Counterparts: This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be original, and all the counterparts together shall constitute one and the same instrument.