Draft Agmnt SLA 25.9.09 Track Precedent

8/11/2019 Draft Agmnt SLA 25.9.09 Track Precedent

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Draft Without Prejudice

AGREEMENT

THIS AGREEMENT is made and entered at Mumbai, onthe_______day,__________month and____________ year2009 (hereinafterreferred to as the said Efective Date)

Between

IICICI VENTUEREFUNDS MANAGEMENT COMPANY IMITED !" acompany duly incorporated under the Companies Act, 195, andha!in" its #e"istered $%ce at &round 'loor, CC enture *tanrose+ouse, Appasaheb Marathe Mar", rabhade!i, Mumbai-.00025 andother re"ional o%ce at /th oor, resti"e $belis, asturba #oad,

3an"alore 50001 hereinafter referred to as t#e C$ient (4hichepression, unless it be repu"nant to the contet or meanin" thereofshall be deemed to mean and include its successors and permittedassi"ns) of the ONE PART!

An%

&&&&&&&&&&&&&&&&&&&!" a company duly incorporated under theCompanies Act, 195 and ha!in" its #e"istered $%ceat_________________________6, hereinafter referred to as Se'viceP'(vi%e' (4hich epression unless it be repu"anantrepu"nantto thecontet or meanin" thereof shall be deemed to mean and include itssuccessors or assi"ns) of the OTHER PART!

(C$ient and Se'vice P'(vi%e' are hereinafter collecti!elyreferred 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 ofo7erin"______________*er!ices to !arious Companies,

or"ani8ations, institutions, includin"_______________mana"ementser!ices to its customers6 T#e C$ient interalia is in the businessof #eal state :e!elopment6

-ii. Client is a pri!ate e;uity and !enture capital fund mana"ementcompany in need of *er!ices similar to as pro!ided by *er!icero!ider to its business re;uirements and for 4hich purposedesires to en"a"e ser!ices of the *er!ice pro!ider as detailed inAnne/0'eSc#e%0$e A (hereinafter collecti!ely referred to

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1!1!7Att'iti(n Attrition rate shall mean the percenta"e decrease inthe number of ecuti!es deployed by >eamEease for pro!idin"the *er!ices to the Client6

1!1!8A))(ciate9) means the ecuti!es of *er!ice ro!iderdeployed for pro!idin" the*er!icesunder this A"reement6

1!1!:C#a'2e)means the *er!ice ro!ider Fs fees and@or char"es asper

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!iderFspersonnel deployed for purpose of employee@sta7 deployed forpurpose ofrenderin" 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 datatransmissions ser!ices, EAG H nternet connecti!ely, etc6), o4nedand @ or licensed to Client, by the *er!ice ro!ider and used bythe Client fora!ailin" the *er!ices6

1!1!< (cati(n means the re"istered o%ce at Mumbai and there"ional o%ce at 3an"alore H :elhi of CC enture 'undsMana"ement Company Eimited, 4here *er!ices under thisa"reement are to be rendered by *er!ice ro!ider, includes anyamendment thereof upon eecution of document by both thearties6

1!1!< P'(5'ieta'* in;('3ati(n shall means all discussions,

documents, papers, dra4in"s, dia"rams, discs, tapes,technolo"y, no4-ho4, procedures, system oppies, C:s, :ataand other information of 4hate!er nature pertainin" to@o4ned bythe Client (4hether in physical form or other4ise), either"enerated at the premises of the Client or disclosed by the Clientto *er!ice ro!ider or 4hich may come to the notice of *er!icero!ider (in any form includin" in 4ritin", electronically,computerised, orally or other4ise) includin", 4ithout limitations?-a. All subscriber related date, price specications, schemes,

tari7s, technolo"y, no4-ho4, soft4are pro"rammes,

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techni;ues, scientic data and information relatin" to theClientFs 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 etendin" their business and product linesand discussions on future ser!icesJ and

-6. >he terms of this A"reement or any otherA"reement@document si"ned@to be sin"ed by or bet4een thearties 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 specied in Anne/0'e *chedule > Ahereof6

1!4 Inte'5'etati(n), 'or interpretation of any pro!ision of thisa"reement, the follo4in" shall apply?

1!4!1 here!er contet so re;uires, 4ords and epressions denotin"sin"ular number, shall include plural number and !ice !ersa andreference to any "ender shall include other "enders as 4ell6

1!4!4 erson includes natural person ai6e6 an indi!idual s 4ell as le"aland@or articial entities6

1!4!7 #eference to clauses and anneures shall be clauses andanneure of this A"reement6

4! ENGAGEMENT AND TERM OF ENGAGEMENT

4!1 >he Client a"rees to en"a"e *er!ice ro!ider forpro!idin"@performin" the *er!ices and *er!ice ro!ider a"reesto pro!ide the *er!ices, subBect to the terms and conditions setout herein as also in the standard terms and conditions speciedin this A"reement6

4!4 >his A"reement shall deem to ha!e come into force 4ith e7ectfrom &&&&&&& " &&&&" &&&&&&&&&" (


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may be re;uired in connection 4ith the transactions ascontemplated under this A"reement6

:!1!7 *er!ice ro!ider shall tae, and has appropriatemechanisms and means to ensure ade;uate precautions toprotect the pri!acy and condentiality of all data pertainin"to the Client, its employees or any other third party inrelation to this A"reement or the *er!ices and shall taeappropriate precautions not to breach the pri!acy of theClient, customers n!estors, romoter, Associates of theClient, or any third party durin" the course ofperformances of its obli"ations herein6

:!1!8 *er!ice ro!ider has full po4er and authority toenter into this A"reement and to tae any action andeecute any documents re;uired by the terms hereofJ andthis A"reement ahas been duly authori8ed, has been dulyand !alidly eecuted and deli!ered, and is le"al, !alid, andbindin" obli"ations of *er!ice ro!ider , enforceable inaccordance 4ith the terms and conditions herein6 *er!icero!ider 4ill forth4ith furnish satisfactory e!idence of theabo!e upon re;uest6

:!1!: Go consent, appro!al authori8ation, order,re"istration or ;ualication of, or 4ith, any court ofre"ulatory authority or other "o!ernmental body ha!in"

Burisdiction o!er *er!ice ro!ider is necessary for theperformance of the *er!ices, the absence of 4hich 4ouldad!ersely a7ect the le"al and !alid eecution, deli!ery andperformance of this A"reement or the documents andinstruments contemplated hereby, is re;uired6

:!1!= Geither the eecution and deli!ery of this A"reement,the consummation of the transaction as contemplated

hereby, or the fulllment of or compliance 4ith the termsand conditions of this A"reement, conicts4ith or resultsin a breach@esof or a default@sunder any of the terms,conditions or pro!isions of any le"al restriction (includin",4ithout limitation, any Bud"ment, order, inBunction, decreeor rulin" of any court or "o!ernmental authority, or anyfederal, state, local or other la4, statute, rule or re"ulation)or any co!enantsor a"reement or instrument to 4hich it isa party, or by 4hich *er!ice ro!ider or any of theproperty of *er!ice ro!ider is bound, nor does such

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eecution, deli!ery, consummation or compliances!iolateor result in the !iolation of its constitutional documents6

:!1!< *er!ice ro!ider shall undertae all repairs,replacements, up"radation or procurements ofe;uipment@infrastructural facilities necessary for thepro!ision of the *er!ices, at the *er!ice ro!iderFs o4ncosts6

:!1! *er!ice ro!ider shall pro!ide such suitable;ualied, eperienced and competent personnel as may bere;uired for the performance of the *er!ices6 f sore;uested by the Client, *er!ice ro!ider shall pro!ide

e!idence of the pre!ious eperience, ;ualications andcompetence of any personnel en"a"ed in the performanceof the *er!iceJ *er!ice ro!ider shall ensure that it hasproperly trained personnel to handle the scope of ser!icesto the Client 6

:!1! *er!ice ro!ider shall 4ithdra4 or not permit any ofits the>emEeaseFsersonnel from pro!idin" the *er!ices if,in the sole opinion of the Client ?

-i. t>he ;uality of *ser!ices rendered by thepersonnel is not in accordance 4ith the;uality specications stipulated by theCleintClient?

-ii. t is not in the interest of the Client thatsuch personnel of *er!ice ro!idercontinue to be in!ol!ed in the pro!ision of*er!ices6

:!1!1 *er!ice ro!ider shall, subBect to the terms of thisA"reement, be responsible for the selection, hirin",

assi"nin" and super!isin" of the personnel and shallemploy su%cient number of personnel to pro!ide the*er!ices in a prompt and e%cient manner6 *er!icero!ider a"rees that the personnel shall 4or under thesuper!ision, control and direction of *er!ice ro!ider 6*er!ice ro!ider shall be solely responsible for allne"otiations 4ith personnel relatin" to salaries andbenets, and shall be responsible for assessments andmonitorin" of performance and for all disciplinary matters6All employees@personnel, eecuti!es en"a"ed by *er!ice


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ro!ider shall be in sole employment of *er!ice ro!iderand *er!ice ro!ider shall be solely responsible for their

salaries, 4a"es, statutory payments, etc, Knder nocircumstances shall the Client be liable for any payments,etc6, and@or claims and@or compensations (includin" butnot limited to compensation on account of inBury@death@termination) of any nature to the employeesand personnel of *er!ice ro!ider 6 *er!ice ro!ider shallbe responsible for all ne"otiations 4ith its personnelrelatin" to salaries, benets, and shall be responsible forassessments and monitorin" of performance and for alldisciplinary matters6 *er!ice ro!ider shall furnish suchrecords and information as may be re;uired by the Client

in relation to the abo!e and at such periodicity as may bespecied by the Client6

:!1!11 *er!ice ro!ider 4arrants that there are no criminalproceedin"s instituted a"ainst *er!ice ro!ider in relationor 4ith re"ard to the *er!ices rendered or to be renderedhereunder6 *er!ice ro!ider shall !erify the antecedents ofthe personnel it desires to en"a"e for pro!ision of*er!ices hereunder and shall ensure that it dose noten"a"e or continue to en"a"e any person 4ith a criminalrecord@con!iction and shall bar any such person fromparticipatin" 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 reasonablee7orts to maintain discipline and "ood order amon"st itspersonnel and ensure that all its personnel are a4are ofthe code of conduct "o!ernin" the *er!ices and resultantdisciplinary actions in case of breach of code of conduct bythem durin" the course of their en"a"ement for pro!isionof *er!ices6

:!1!17 *er!ice ro!ider shall not eercise any lien or ri"htof set o7 or appropriation on any of the assets, properties,documents, instruments or material belon"in" to >heClient and@or employees of the Client Associates, n!estors,romoters, ortio companies on 4hose behalf *er!icero!ider shall be appointed and in the custody of the*er!ice ro!ider, for any amount due or claimed to be dueby *er!ice ro!ider from the Client6

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:!1!18 *er!ice ro!ider shall re"ularly pro!ide updates tothe Client 4ith respect to the pro!ision of the *er!ices and

shall meet 4ith the o%cials desi"nated by the Client todiscuss and re!ie4 the performance of *er!ice ro!ider atsuch inter!als as may be a"reed bet4een the arties6

:!1!1: *er!ice ro!ider shall be responsible for complianceof all Applicable Ela4s, rules, re"ulations, orders,notications and and directions applicable in the rele!antcountry@Burisdiction of its operation in respect of itspersonnel (includin" but not limited to Minimum a"esAct, ro!ident 'und la4s, ormenFs Compensation Actand 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 timeto time, includin" records and returns as applicable underlabour le"islations6

:!1!1= *er!ice ro!ider shall not !iolate any proprietarynformation and intellectual property ri"hts of any thirdparty, includin" 4ithout limitation, condentialrelationships, patent, trade secrets, copyri"ht and anyother proprietary ri"hts6

:!1!1he personnel of *er!ice ro!ider shall continue tobe the personnel of *er!ice ro!ider and and shall 4orunder its directions and shall not become or claim anyemployment from the Client on 4hose behalf *er!icero!ider is appointed by the Client, by !irtue of pro!idin"the *er!ices, irrespecti!e of the location of their 4or6

:!1!1 Go o%cer of the Client, director, employee or immediatefamily member thereof has recei!ed or 4ill be induced to

recei!e anythin" of !alue of any ind from *er!icero!ider or its personnel in connection 4ith thisA"reementJ and that none of them has businessrelationship of any ind 4ith *er!ice ro!ider or itspersonnel6

:!1!1 >he:!1!1>heClient shall ha!e paramount char"e, lienand ri"ht of set o7 on all monies payable, to *er!icero!ider or standin" to the credit of *er!ice ro!ider4ith the Client or any of its A%liates a"ainst all or any

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sums 4hich *er!ice ro!ider is liable to pay under thisA"reement or in respect of any other arran"ement

entered into by *er!ice ro!ider 4ith the Client or itsA%liates6 n the e!ent that there remains any amount duefrom *er!ice ro!ider either to the Client or any of itsA%liates under this A"reement or other4ise, the moniespayable to *er!ice ro!ider or standin" to the credit of*er!ice ro!ider shall be applied rst to4ards theoutstandin" amount o4ed by *er!ice ro!ider to theClient or its A%liates under this A"reement or any othera"reement @facilities and *er!ice ro!ider consents,conrms and a"rees to eecute all suchdocuments@4ritin"s in this re"ard6 'or the aforesaid

purpose, *er!ice ro!ider irre!ocably authori8es theClient to intimate such of its A%liates 4ith 4hom *er!icero!ider has an account, to adBust the amount lyin" to thecredit of *er!ice ro!ider Fs account 4ith the A%liates,n!estors Associates, romoters, ortfolio companies, etca"ainst all the dues payable by *er!ice ro!ider to theClient and any dischar"e "i!en by the Client to suchA%liate@s in this re"ard, shall be !alid and bindin" on*er!ice ro!ider 6

:!1!4 *er!ice ro!ider shall tae all necessary steps tocomply 4ith the pro!isions of Aapplicable Ela4s,re"ulations etc in relation to the transactions ascontemplated under this A"reement includin" the*arbanes $ley Act, 2002 of the Knited *tates of America,Code of Conduct@fair practice code prescribed by any la4or authority or association, all Aapplicable Ela4s, etantpolicies and "uidelines specied by the Client or anyauthorities, from time to time, and shall pro!ide allinformation and records of the transactions to the Clientas and 4hen re;uired by the Client 6

:!1!41 *er!ice ro!ider shall !erify the identity andaddress of all its personnel by collectin" documentaryproof satisfactory to the Client and shall furnish the sameto the Client as and 4hen re;uired by the Client6

:!1!44 *er!ice ro!ider shall de!elop and establish arobust frame4or for documentin", maintainin" andtestin" business continuity and reco!ery procedures6*er!ice ro!ider shall periodically test such business

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continuity plan6 >he Client shall be entitled to conductBoint testin" and reco!ery eercise 4ith the *er!ice

ro!ider6 >he Client shall be entitled to appoint anotherperson to pro!ide the *er!ices in the e!ent theperformances of the *er!ices by *er!ice ro!ider areinterrupted for any reasons 4hatsoe!er6 *er!ice ro!idershall adhere to fair practice in performance of the*er!ices6 *er!ice ro!ider shall eclusi!ely pro!ide*er!ices to the Client and undertaes the same to beadhered durin" the subsistence of this A"reement6

:!1!47 *er!ice ro!ider shall se"re"ate and eepseparately 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 itsemployees6

:!1!48 >he Client shall be entitled to re!ie4 and monitorthe security practices and control processes of *er!icero!ider on a re"ular basis and re;uire *er!ice ro!iderto disclose security breaches6

:!1!4: *er!ice ro!ider shall immediately notify the Clientof any breach of security and leaa"e of condentialcustomer related information6 n such e!entualities,*er!ice ro!ider shall be liable for all dama"es, costs,epense, claims, etc6

:!1!4= >he Client shall be entitled to notify appropriateauthorities as it may be re;uired to do so under theAapplicable Ela4s re"ulations, etc6, that it has entered intomaterial outsourcin" or is plannin" to !ary any suchoutsourcin" arran"ements6 >herefore?

-a. *er!ice ro!ider authorities the Client toechan"e, share or part 4ithal theinformation and data relatin" to theemployees representati!es etc6, and@or thetransactions contemplated under thisA"reement 4ith other bans@nancialinstitutions@creditbureaus@a"encies@statutory bodies@A%liatesof the Client, or any other entities as maybe re;uired for use or processin" of the said

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information@ data by such person@s orfurnishin" of the processed information

thereof to other bans@nancialinstitutions@credit pro!iders@users re"istered4ith such persons and shall not hold theClient an other rele!ant persons liable foruse of this information6

-6. >he Client shall be entitled to conductaudits, on *er!ice ro!ider 4hether by itsinternal or eternal auditors, or by a"entsappointed to act on its behalf and to obtaincopies of any audit or re!ie4 reports and

ndin"s made on *er!ice ro!ider inconBunction 4ith the *er!ices performed forthe Client6

-c. >he Client shall be entitled to access therecords of *er!ice ro!ider in relation to thetransactions as contemplated in thisA"reement as also access all thedocuments, records or transactions andother necessary information "i!en to, storedor processed by *er!ice ro!ider 4ithin areasonable time6 *er!ice ro!ider shallpro!ide unfettered access@shall ensureunfettered access to information by theClient, re"ulatory authority@ies or theirauthori8ed person, other entities authori8edby the Client6 *er!ice ro!ider a"rees thatin the e!ent of failure by *er!ice ro!iderto pro!ide the information as stated abo!e4ithin a reasonable period, *er!ice ro!idershall mae reimburse to the Client all

amounts in respect of the super!isory fees4hich the Client 4ould ha!e paid@is re;uiredto pay to any re"ulatory authority@ies or toany other entities authori8ed by the Client6,shall be entitled to communicate directly4ith *er!ice ro!ider 6

-%. >he ri"hts specied in this A"reementshall also accrue to and be eercisable bythe Client, #e"ulatory Authority@ies or any

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other entities authori8ed by the Client orpersons authori8ed by any other #e"ulatory

Authority@ies6

-e. >he Client shall at all times durin" thetenure of this A"reement, be entitled tomonitor and assess the performance of the*er!ices by *er!ice ro!ider 6

-;.>he ri"hts a!ailable to the Client under thisA"reement may be eercised by the Clienteither by itself or throu"h such otherperson@s as it may

nominate@desi"nate@specify from timer totime6

-2. *er!ice ro!ider shall not issue anycommunication@letter on behalf of the Clientof in its o4n name in relation to the*er!ices, to the employees, representati!esetc6, of the Client6

=! REPRESENTATIONS" +ARRANTIES AND UNDERTA@INGS BYCIENT

=!1 here *er!ice ro!ider pro!ides ser!ices at ClientFsEocation, Client shall arran"e to mae a!ailable to *er!icero!iderFs personnel reasonable o%ce, computer andcommunication facilities at no cost to *er!ice ro!ider6 Clientshall ensure the safety of *er!ice ro!ider personnel 4hile4orin" at their Eocation6 Client shall not employ any of the*er!ice ro!iderFs ersonnel on any 4or, 4hich, in the opinionof *er!ice ro!ider is inappropriate to his@her ;ualications and

eperience or on any 4or, 4hich is not directly connected 4iththe ser!ices to be rendered6

=!4 Client shall also assist, help and co-operate fully 4ith *er!icero!ider and its personnel in the course of their renderin"*er!ices under this a"reement and promptly mae a!ailable allsuch information, documentation, assistance, facilities andser!ices, reasonably re;uired by *er!ice ro!ider or its personnelfor the performance of their obli"ations under this A"reement6

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undertaes and ensures that *er!ice ro!ider and its personnelshall eep the same secret and condential an that they shall not

disclose the same, in 4hole or in part to any person 4ithout theprior 4ritten permission of the Client nor shall use or allo4 to beused any condential nformation, other than as may benecessary for the due performance of the *er!ice ro!iderFsobli"ation hereunder6 *er!ice ro!ider a"rees to ensure that itspersonnel also undertae a similar obli"ation as contained in this*ection6 Any proprietary nformation or any information relatin"to business, accounts, nance or contractual arran"ements orother dealin"s, transactions or a7airs of the Client includin" itssubsidiaries@a%liates 4hich may come to *er!ice ro!ider Fsno4led"e durin" the continuance of this A"reementJ or and of

the terms of this A"reement6

ae all necessary action to protect the Condentialnformation a"ainst misuse, loss, destruction, deletionand@or alteration6

-ii. Got to misuse or permit misuse directly or indirectly,commercially eploit the Condential nformation foreconomic or other benet6

-iii. Got to mae or retain any copies or record of anyCondential nformation submitted by the Client other than

as may be re;uired for the performance of the CondentialnformationFs obli"ation under this A"reement6

-iv. Gotify the Client promptly of any unauthori8ed or improperuse or disclosure of the Condential nformation6 *er!icero!ider shall use its best endea!ors -i. to pre!ent theunauthori8ed publication or disclosure of any suchinformation or documents and -ii. to ensure that anyperson, to 4hom such information or documents are

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disclosed by *er!ice ro!ider , is a4are that the same iscondential to the Client6

-v. #eturn all the Condential nformation that is in thecustody of *er!ice ro!ider upon termination@epiry or anysuch time as may be re;uired by the Client of thisA"reement6

-vi. nsure that the


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he restrictions contained hereinabo!e 4ith re"ard to the

condentiality, shall not apply in the follo4in" cases?

-a. any information 4hich may come into the publicdomain other4ise than throu"h unauthoriseddisclosure by *er!ice ro!ider or its ecuti!esJ

-6. any disclosure is re;uired to be made in pursuanceof any la4 or re"ulation or by a duly authorised4ritten order of court@ rele!ant &o!ernmentAuthority, pro!ided such disclosure shall berestricted to the etent the same is re;uired and the

Client shall be informed promptly by *er!ice ro!iderre"ardin" such disclosure6


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all times and *er!ice ro!ider shall be a trustee of the same forthe benets of the Client6

! E?CUSIVITY

!1 t is epressly 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

! INDEMNITY

!1 *er!ice ro!ider shall, at its o4n epenses, indemnify, defendand hold harmless the Client and its A%liate@s of the Clientn!estors Associates, romoters, ortfolio companies , etc, theirrespecti!e o%cers, directors, personnel, representati!es,consultants, nominees, desi"nees from and a"ainst any and allcosts, epenses, lossess, liabilitiesy, dama"es, etc su7ered orincurred (includin" but not limited to liabilities, Bud"ments,dama"es, losses, claims, costs and epenses, includin"attorneyFs fees and epenses) or any other losses that mayoccur, arisin" from or relatin" to ?

(i) Gon-performance, inade;uate performance, partperformance pro!ision of decient ser!ices, breach,ne"li"ence, 4illful default by the >eamEease*er!icero!ider , its personnel of any of the terms, conditions,co!enants, representations, undertain"s, obli"ations or4arranties under this A"reement, includin" but notlimited to the obli"ations or 4arranties under thisA"reement, includin" but not limited to the obli"ations of*er!ice ro!ider includin"pertainin" to date protection,condentiality and intellectual property ri"hts of theClient, or any "uidelines issued by the Client to *er!icero!ider from time to timeJ

(ii) Act, omissions, errors, representations,misrepresentations, misconduct, ne"li"ence of *er!icero!ider and@or its personnel in performance of itsobli"ations under this A"reementJ

(iii) Eoss misappropriations, misuse or dama"e to thedocuments or instructions@thin"s that are in the

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possession of *er!ice ro!ider or its ersonnel or anyother 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 theClient throu"h any acts or omissions of *er!ice ro!iderand@or its personnelJ

(v) Contra!ention of any Applicable Ela4s, as may beapplicable from time to time, or industry practice, or!iolation of any policies and process rules as stipulatedbyofthe Client6

!4 *er!ice ro!ider a"rees that any notice or communicationby an o%cer of the Client under this *ection shall be deemedas su%cient proof that the Client has su7ered or incurredliabilities (includin" but not limited to liabilities, Bud"ments,dama"es losses, claims, costs and epenses, includin"attorneys fees and epenses) or any other losses6 *er!icero!ider shall upon receipt of such notice or communicationimmediately, 4ithout any delay or demur or contest, indemnifythe Client, etc6

!7 *er!ice ro!ider shall be liable to pay the amounts to theClient, as determined by the Client in its sole discretion underthis pro!ision, on demand, and the Client shall be, 4ithoutpreBudice to its other ri"hts and remedies, entitled to adBustthe amounts so determined to be due from *er!ice ro!idera"ainst the future payments due by the Client to *er!icero!ider 6

!8 *er!ice ro!ider shall co-operate fully in defendin" any

claim@s by any local, state or central authority a"ainst theClient 4ith respect to any le!ies, taes, duties, nes, and@orpenalties etc6 due and payable by the *er!ice ro!ider, andshall ndemnify the Client, fully and 4ithout limit, a"ainst thesame6

!: >he ro!isions of this section shall sur!i!e the terminationof this A"reement6

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!= *er!ice ro!ider a"rees to defend, indemnify and eep theClient indemnied and harmless at all times, from and a"ainst

any and all liti"ations, claims, demands, epenses, dama"es,costs, assertions of liabilitiesy, etc 4hether ci!il, criminal,tortuous or of any nature 4hatsoe!er, arisin" out of orpertainin" to or resultin" from any breach of representationsand 4arranties made by *er!ice ro!ider and@or breachand@or 4ilful default of any pro!isions of this A"reement bythe *er!ice ro!ider6

1! ARBITRATION

1!1 n the e!ent any disputes, di7erences or contro!ersies

should arise bet4een the arties hereto, out of or inconnection 4ith the pro!isions of this A"reement, or any actiontaen hereunder, the arties hereto shall thorou"hly eplore allpossibilities for an amicable settlement6 n case amicablesettlement can not be reached, such disputes, di7erences orcontro!ersies shall be referred to arbitration in accordance4ith the pro!isions of the Arbitration and Conciliation Act, 199includin" any amendment or re-enactment thereof6

Any dispute or di7erences arisin" out of or touchin" this a"reement, ifnot resol!ed amicably, shall be referred to the arbitration, ofsin"le arbitrator to be mutually a"reed by the parties6 n casethe parties fail to a"ree upon sin"le arbitrator, then each partyshall appoint one arbitrator and these t4o arbitrators shallappoint a third arbitrator6 >he decision of the arbitral tribunalshall be nal and bindin" on the parties6 >he arbitration shallbe conducted in accordance 4ith the Arbitration andConciliation Act 1996

1!4 >he proceedin"s of such arbitration shall be conducted inn"lish lan"ua"e and the !enue of such arbitration shall be atMumbai3an"alore6

1!7 >he a4ard of such arbitration shall be nal and bindin"upon the arties hereto6

106. >he pro!isions of this A"reement shall be "o!erned by andconstrued in accordance 4ith ndian la4 and the courts inMumbai, ndia shall ha!e the eclusi!e Burisdiction o!ermatters arisin" out of this a"reement6

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11! URISDICTION

11!1 >his A"reement shall be "o!erned in accordance 4ith the

la4s of ndia6 >his A"reement is subBect of the eclusi!eBurisdiction of courts at Mumbai3an"alore6

114! IMIATION OF IABIITY

114!1 cept as pro!ided in the clause titled Efect (;Te'3inati(n" and 4ithout preBudice to the pro!isions ofindemnication contained herein, neither arty 4ill be liable to

the other for any lost re!enue, lost prots nor other incidental orconse;uential dama"es based on any breach or default under thisA"reement6

17! INSURANCE

1447!1 *er!ice ro!ider shall maintain at its o4n cost, throu"houtthe tenure of this A"reement and any etensions thereof,nsurance co!era"e for ade;uate amount in consultation 4ith theClient, includin" but not restricted to, Comprehensi!e &eneralEiability nsurance co!erin" accidental losses, bodily harm inBury,

death of all indi!iduals employed@assi"ned by *er!ice ro!ider toperform the *er!ices re;uired under this A"reement6

1474!4 *er!ice ro!ider shall also tae, at its o4n costs, insurancepolicies for ade;uate amount a"ainst dishonesty, theft, etortion,robbery, for"ery, altered documents, fraud, dielity and@or anyother dishonest acts on the part of *er!ice ro!iderFs personnel orrepresentati!es, 4ith the Client as the loss payee@beneciary6

1447!7 *er!ice ro!ider undertaes to procure at its o4n costinsurance to protect a"ainst any loss@dama"es 4hich may besu7ered by *er!ice ro!ider , the Client and@or the employees,representati!e, etc6, of the Client, as a result of any loss of anyproperties of the Client and@or its employees, representati!es, etcentrusted to *er!ice ro!ider bein" lost in transit 4hile in thecustody of *er!ice ro!ider 6

1447!8 *er!ice ro!ider undertaes to pro!ide such documentaryproof of compliance 4ith this *ection as may be re;uired, fromtime to time, by the Client or its auditors or any otherauthorities6

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1447!: *er!ice ro!ider shall promptly notify the Client of any

actual or potential claim under any of the insurance policiesreferred to in this *ection6 ach such notice shall beaccompanied by full details of the incidents "i!in" rise to theclaim6 *er!ice ro!ider shall a7ord the Client all such assistanceas may be re;uired for the preparation and ne"otiation of anyclaim under an insurance policy6

1778! PUBICITY

1778!1 *er!ice ro!ider shall not use the name and@ortrademar@ser!ice mar@lo"o or the Client, the A%liates of the

Client @ its "roup companies, subsidiaries, associates or any of itsin!estors, promoters, etc6, in any sales or maretin" publication ofad!ertisement, or in any other manner 4hatsoe!er 4ithout theprior 4ritten consent of the Client6

18:8! PROPRIETARY RIGHTS

188:!1 *er!ice ro!ider a"rees that any product includin" but notlimited to all information, reports, studies, soft4are (includin"soruce codes, obBect codes and eecutables) o4 charts,dia"rams and other tan"ible an intan"ible material of any nature4hatsoe!er produced by or as a result of any of the *er!icesrendered hereunder shall be in sole an eclusi!e property of theClient6 n furtherance thereof, *er!ice ro!ider herebyirre!ocably "rants, assi"ns, transfers to the Client all ri"hts, titleand interest of any ind, in and to any such product producedhereunder6 *er!ice ro!ider shall not be entitled to mae anyuse of any of the said materials ecept as may be epresslypermitted in 4ritin" by the Client6

1::=! REATIONSHIP

1::=!1 t is hereby epressly a"reed and claried that therelationship bet4een the Client and *er!ice ro!ider is asprincipal to principal and neither arty is, nor shall be deemed tobe, an a"ent @ partner of the other6 Gothin" in this A"reementshall be construed to render *er!ice ro!ider a partner or a"entof the Client6

1::=!4 Gothin" in this A"reement is intended or shall be construedto authorise either arty to create or assume any liability or

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indebtedness of any ind in the name of, or on behalf of theother arty or to act for or be responsible for the performance of

the other arty in any manner ecept and to the etent epresslypro!ided in this A"reement6

1::=!7 Got4ithstandin" anythin" contrary contained herein,*er!ice ro!ider shall not, 4ithout the ClientFs prior specicappro!al@consent in 4ritin", assume or create any obli"ations onthe ClientFs behalf or incur any liability on behalf of the Client orin any 4ay pled"e or purport to pled"e the ClientFs credit oraccept any contract bindin" upon the Client6

1==

1==

1==

1==he epression


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respect of the *er!ices pro!ided and shall allo4 the Client, itsmana"ement, its representati!es its auditors and@or its

re"ulators to enter upon the premises of *er!ice ro!ider andinspect, eamine and audit *er!ice ro!ider Fs operations andbusiness records 4hich the Client, its mana"ement, itsrepresentati!e its auditors and@or its re"ulators in their absolutediscretion deem to be rele!ant to the ser!ices and nancialarran"ement, as set forth in this A"reement, 4ith or 4ithoutpro!ision to the ri"ht to inspect, the Client, its mana"ement, itsauditors and@or its re"ulators shall also ha!e the ri"ht to call forany information pertainin" to *er!ice ro!ider Fs operations andbusiness records 4hich the Client, its mana"ement, its auditorsand@or this re"ulators in their absolute discretion deem to be

rele!ant to the *er!ices and nancial arran"ement, as set forthin this A"reement6 *er!ice ro!ider shall produce suchinformation 4ithin such time as may be pro!ided by the Client,its mana"ement, its auditors and@or its re"ulators6

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-i. n the e!ent of default, breach, ne"li"ence ordeciency by *er!ice ro!ider in the performance of

any of the *er!ices under this A"reement, theapplicable *cheduleAs and the policies and"uidelines issued by the Client to *er!ice ro!iderfrom time to timeJ

-ii. n the e!ent the *er!ices pro!ided herein in@are incontra!ention of any la4 and re"ulationsApplicableEa4s, as may e applicable from time to time, orindustry practice, or performs acts or omission that4ould under the circumstances amount toobBectionable ser!iceJ

-iii. f *er!ice ro!ider does not meet, or fails to meetany of the ClientFs criterion for insol!ency is leda"ainst *er!ice ro!ider an such petition is notdismissed 4ithin ninety (90) days after lin" and@or ifthe

-iv. *er!ice ro!ider maes and arran"ement for thebenet of its creditors or, if the court recei!er isappointed as recei!er of all@any of *er!ice ro!iderFs properties6

1!4 t is hereby a"reed and understood by *er!ice ro!ider thatthe pro!isions of this *ection shall not limit or restrict not shallthey preclude the Client from pursuin" such further and otherle"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 epenses, etcincurred@paid@su7ered by the Client and@or the n!estorsAssociates, romoters, ortfolio companies , etc customers of theClient on account of default by *er!ice ro!ider shall be

reimbursed by *er!ice ro!ider to the Client6

1!7 n the e!ent that this A"reement is terminated for anyreasons, *er!ice ro!ider shall forth4ith hand o!er to the Clientor pertainin" to the *er!ices herein that may be in thepossession of *er!ice ro!ider or any of its personnel assi"nedto perform the ser!ices under this A"reement6

1!8 Kpon termination of this A"reement, *er!ice ro!ider a"reesto promptly return to the client all


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all reports and information in its possession and@or any propertyof 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 4illdischar"e the ClientFs entire liability to *er!ice ro!ider in thee!ent of termination6

141! MISCEANEOUS

141!1 Any pro!ision of this A"reement may be amended or4ai!ed if, and only if such amendment or 4ai!er is in 4ritin" andsi"ned, in the case of an amendment by each arty, or in thecase of a 4ai!er, by the arty a"ainst 4hom the 4ai!er is to be

e7ecti!e6

141!4 Go failure or delay by any arty in eercisin" any ri"ht,po4er or pri!ile"e hereunder shall operate as a 4ai!er thereofnor shall any sin"le or partial eercise of any other ri"ht, po4eror pri!ile"e6 >he ri"hts and remedies herein pro!ided shall becumulati!e and not eclusi!e of any ri"hts or remedies pro!idedby la46

141!7 -i. All notices, re;uests and other communications 4hichshall be or may be "i!en pursuant to this A"reement shall besent by re"istered mail and@or personal deli!ery and@or courierand shall be addressed to the arties hereto at their respecti!eo%ces set forth in the premises of this A"reement6

-ii. *uch notices, re;uests and other communications shall bedeemed to be recei!ed and made e7ecti!e 4hen duly arri!ed atthe other artyFs address6

-iii. Any alteration or chan"e in the addresses of each of the

arties hereto shall be notied in 4ritin" to the other arty hereto4ithout undue delay6

(i!)Any notices, demands or re;uests, 4hich may be "i!en orser!ed in connection 4ith this A"reement shall be so "i!en orser!ed in 4ritin" at the respecti!e addresses (i6e the eitherparties Contractual #epresentati!e) by?

16 +andin" the same to the addressee

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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 connection4ith the *er!ices, *er!ice ro!ider a"rees to reimburse the Client forthe same and shall eep the Client indemnied from such claims orany 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 trademar@ser!icemar@lo"o or the Client, the A%liates of the Client @ its "roupcompanies, subsidiaries, associates or any of its in!estors,promoters, etc6, in any sales or maretin" publication of

ad!ertisement, or in any other manner 4hatsoe!er 4ithout theprior 4ritten consent of the Client6

44! FORCE MAEURE

44!1!1 Geither arty shall be considered in default of performanceof its obli"ations under the terms of this A"reement if suchperformance is pre!ented or delayed for any cause beyond thereasonable control of the arty a7ected includin" 4ar, hostilities,re!olution, riots, ci!il commotion, stries, locouts, epidemic, re,eplosions, ood, earth-;uae, act of &od, any act of&o!ernment, espiona"e, hacin", default or failure of@by any thirdparty ecludin" franchisees, sub-contractors and A%liates ofeither party, or any other cause beyond the control of theconcerned arty 4hich could not ha!e been a!oided by theeercise of due dili"ence pro!ided that notices in 4ritin", of anysuch e!ent 4ith necessary e!idence that the obli"ation under theA"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 caseit is not possible to ser!e the notice 4ithin the said 1. (fourteen)

days period, then 4ithin the shortest possible period thereafter4ithout delay6

44!1!4 >he arty a7ected by force maBeure shall continue toperform the obli"ations under this A"reement, 4hich are nota7ected by the force maBeure e!ent and may tae steps as arereasonably necessary to remo!e the causes resultin" in forcemaBeure if 4ithin its control and to miti"ate the e7ect thereof6

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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 actionto be taen by them6

47! INSURANCE

47!1!1*er!ice ro!ider shall maintain at its o4n cost, throu"hout thetenure of this A"reement and any etensions thereof, follo4in"nsurance co!era"e co!erin" bodily harm inBury, death of allindi!iduals employed@assi"ned by *er!ice ro!ider to performthe *er!ices re;uired under this A"reement? i6 Commercial&eneral Eiability nsurance ii6 rofessional Eiability nsurance6

47!1!4*er!ice ro!ider undertaes to pro!ide such documentary proofof compliance 4ith this *ection as may be re;uired, from time totime, by the Client or its auditors or any other authorities6

47!1!7 *er!ice ro!ider shall promptly notify the Client of anyactual or potential claim under any of the insurance policiesreferred to in this *ection6 ach such notice shall be accompaniedby full details of the incidents "i!in" rise to the claim6 *er!icero!ider shall a7ord the Client all such assistance as may bere;uired for the preparation and ne"otiation of any claim underan insurance policy6

48! REATIONSHIP

48!1!1 t is hereby epressly a"reed and claried that the relationshipbet4een the Client and *er!ice ro!ider is as principal toprincipal and neither arty is, nor shall be deemed to be, ana"ent @ partner of the other6 Gothin" in this A"reement shall beconstrued to render *er!ice ro!ider a partner or a"ent of theClient6

48!1!4Gothin" in this A"reement is intended or shall be construed toauthorise either arty to create or assume any liability orindebtedness of any ind in the name of, or on behalf of theother arty or to act for or be responsible for the performance ofthe other arty in any manner ecept and to the etent epresslypro!ided in this A"reement6

48!1!7 Got4ithstandin" anythin" contrary contained herein, *er!icero!ider shall not, 4ithout the ClientFs prior specic

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appro!al@consent in 4ritin", assume or create any obli"ations onthe 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 oraccept 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 andconstrued in accordance 4ith ndian la4 and the courts inMumbai, ndia shall ha!e the eclusi!e Burisdiction o!ermatters arisin" out of this a"reement6

4:!1!4 Any dispute or di7erences arisin" out of or touchin" thisa"reement, if not resol!ed amicably, shall be referred to thearbitration, of sin"le arbitrator to be mutually a"reed by the parties6 ncase the parties fail to a"ree upon sin"le arbitrator, then each partyshall appoint one arbitrator and these t4o arbitrators shall appoint athird arbitrator6 >he decision of the arbitral tribunal shall be nal andbindin" on the parties6 >he arbitration shall be conducted inaccordance 4ith the Arbitration and Conciliation Act 1996 >helan"ua"e of arbitration shall be n"lish and the !enue of arbitrationshall be Mumbai, ndia6

IN +ITNESS +HEREOF the arties hereto ha!e hereunto caused thisA"reement to be eecuted by their duly authorised representati!es onthe day and year rst hereinabo!e mentioned6

SIGNED AND DEIVEREDon behalf of 4ithin namedClientICICI Vent0'e F0n%) Mana2e3ent C(35an* i3ite%

Nthrou"h itFs authorised si"natoryN

-1. MR!-Di'ect('.

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II

Draft Agmnt SLA 25.9.09 Track Precedent

Documents

Transcript of Draft Agmnt SLA 25.9.09 Track Precedent