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AGREEMENT
THIS AGREEMENT is made and entered at Mumbai, on the_______day,
__________2009.
Between
The Bombay Dyeing and Manufacturing Comany !imited" a Public Limited
Company incorporated and registered under the provisions of the ndian Companies
!ct, "#$$ and having its registered o%ce at &eville 'ouse, (. &. 'eredia Marg, )allard
*state, Mumbai+,00 00" represented by ____ ___________as ___hereinafter called the
-Company.Client/ 01hich e2pression, unless it be repugnant to the conte2t or meaning
thereof shall be deemed to mean and include its successors and permitted assigns3 of
the 4&* P!56.

And
###################$" a company duly incorporated under the Companies !ct, "97$ 0as
amended from time to time3 and having its 5egistered 4%ce
at_________________________., hereinafter referred to as %Ser&ice 'ro&ider( 01hich
e2pression unless it be repugnant to the conte2t or meaning thereof shall be deemed
to mean and include its successors and permitted assigns3 of the )THER 'ART$
0%C*ient( and %Ser&ice 'ro&ider( are hereinafter collectively referred to as the
%'artie+( and individually as the %'arty(3.
,HEREAS-
.i/ Ser&ice 'ro&ider i+ engaged in the business of o8ering______________9ervices
to various Companies, organi:ations, institutions,
including_______________management services to its Clients.
.ii/ Client is a private e;uity and venture capital fund management company and is
in need of 9ervices similar to as provided by 9ervice Provider for its business
re;uirements and for 1hich purpose desires to engage services of the 9ervice
provider as detailed in %Schedu*e %A( 0hereinafter collectively referred to as
%Ser&ice+(3 and 9ervice Provider has agreed to render such services on the
terms and conditions set out hereinafter in this !greement.
.iii/ Ser&ice 'ro&ider has o8ered to provide the 9ervices to the C*ient.
.i&/ The C*ient has agreed to avail 9ervices of Ser&ice 'ro&ider on a principal to
principal basis in accordance 1ith the terms and conditions of this !greement.
.&/ Ser&ice 'ro&ider shall provide 9ervices as re;uired by the C*ient referred
to in Schedu*e0A at the commercial terms being charges as laid out in
Schedu*e %B($
.&i/ 6he 'artie+ hereto are desirous of recording such terms and conditions in the
manner hereinafter appearing.
N)," THERE1)RE" THIS AGREEMENT ,ITNESSETH AND THE 'ARTIES HERET)
AGREE AS 1)!!),S-
"
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2$ 2 DE1INIT)NS

n this !greement, unless the conte2t other1ise re;uires, the follo1ing
e2pressions shall have the follo1ing meanings<
2$2$2 %Agreement( or %thi+ Agreement( means and includes this agreement, all
its schedule.s, anne2ure.s, amendment.s and modi=cations thereto made from
time to time and all related documents connection 1ith the transaction
contemplated herein.
2$2$3 %A*icab*e !aw+( includes all ndian statutes, enactments, permits,
licenses, Consents 0as de=ned herein3, acts of legislature or parliament, la1s,
orders, >udgements, ordinances, rules, decrees, circulars, bye+la1s, regulations,
>udicial decisions, noti=cations, administrative interpretation, ?rit, n>unction,
guidelines, policies, directions, directives and orders of any government,
statutory authority, tribunal board, court or recognised stoc@ e2change,
e2ecutive, legislative, (udicial or administrative entity in ndia, etc, 1hich are
mandatory in nature, as any of them as may be amended from time to time.
2$2$4 %Charge+( means the 9ervice Provider As fees and.or charges as per
Schedu*e %B( or any amendment thereof from time to time.
2$2$5 %E6ecuti&e7'er+onne*( shall means 9ervice ProviderAs personnel deployed for
purpose of rendering the 9ervice under this !greement.
2$2$8 %Infra+tructure( means all such instruments, e;uipment 0including computer
hard1are, soft1are, voice and data transmissions services, L!& B nternet
connectively, etc.3, o1ned and . or licensed to Client, by the 9ervice Provider
and used by the Client for availing the 9ervices.
2$2$9 %!ocation( mean+ the regi+tered o:ce at Mumbai" where Ser&ice+
under thi+ Agreement are to be rendered by Ser&ice 'ro&ider" inc*ude+
any amendment thereof uon e6ecution of document by both the
'artie+$
2$2$; %'rorietary information( shall means all discussions, documents, papers,
dra1ings, diagrams, discs, tapes, technology, @no1+ho1, procedures, system
Coppies, CDs, Data and other information of 1hatever nature pertaining
to.o1ned by the Client 01hether in physical form or other1ise3, either
generated at the premises of the Client or disclosed by the Client to 9ervice
Provider or 1hich may come to the notice of 9ervice Provider 0in any form
including in 1riting, electronically, computerised, orally or other1ise3 including,
1ithout limitations<
.a/ !ll subscriber related date, price speci=cations, schemes, tari8s,
technology, @no1+ho1, soft1are programmes, techni;ues, scienti=c data
and information relating to the ClientAs business, trade secrets,
transactions or a8airs of the Client, services being rendered, products and
product lines, past.present.future plans for their business.for improving
their services, for e2tending their business and product lines and
discussions on future servicesE and
2
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.b/ 6he terms of this !greement or any other !greement.document signed.to
be singed by or bet1een the Parties hereto and the provisions thereof.
2$2$< %Ser&ice+( means services o8ered by 9ervice Provider to Client in terms of
this !greement 1ithin the ambit of Schedu*e = A hereof.
2$3 Interretation+- For interpretation of any provision of this !greement, the
follo1ing shall apply<
2$3$2 ?herever conte2t so re;uires, 1ords and e2pressions denoting singular
number, shall include plural number and vice versa and reference to any
gender shall include other genders as 1ell.
2$3$3 Person includes natural person i.e. an individual as 1ell as legal entities.
2$3$4 5eference to clauses and anne2ure.s shall be clauses and anne2ure of this
!greement.

3$ TERM )1 ENGAGEMENT
6his !greement shall deem to have come into force 1ith e8ect from
#######
" ####"
#########" .%E>ecti&e Date(/ and it shall be in force ti** ####day of
######month" #####year" unless terminated earlier in accordance 1ith the
provisions of this !greement.
4$ 'A?MENT AND SETT!EMENT )1 ACC)@NTS
4$2 9ervice Provider 1ill be paid Charges by the Client for the 9ervices on terms
as speci=ed in the Schedu*e B hereof and as may be revised and intimated
to 9ervice Provider in 1riting by the Client from time to time net of any
amounts payable to the Client by 9ervice Provider against defaults of
de=ciencies in meeting service levels. Gnless other1ise speci=ed in Schedu*e
B hereof, it is the understanding of the Parties that the Charges stated above
are inclusive of all other charges, costs, e2penses, ta2es, etc., as may become
due and payable in relation to the 9ervices, provided ho1ever the aforesaid
Charges shall be paid to 9ervice Provider only if the same is undisputed by
the Client.
4$3 !ll payments to 9ervice Provider under this !greement shall be sub>ect to all
!pplicable La1s, of the relevant >urisdiction and 1herever such approvals are
re;uired. 6he Client shall ma@e payment under this !greement of all
undisputed amounts, only after the re;uisite approvals have been obtained by
9ervice Provider to the satisfaction of the Client.
4$4 9ervice Provider shall submit its invoice to the Client by_____of the month
for the 9ervices provided for the cycle 0_______3of the previous month +________
of the current month3 along 1ith the daily, 1ee@ly and monthly reports
provided by the Client to 9ervice Provider , 1hich 1ill form the basis of the
9ervices provided by 9ervice Provider and such invoice shall be paid by the
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Client 1ithin _____0___________________3 days of receipt unless the Client has
valid reasons to 1ithhold the same.
4$5 6he Client shall be entitled to verify the reports and the invoice
submitted by 9ervice Provider and may en;uire and have its ;ueries clari=ed
from 9ervice Provider. n case 9ervice Provider fails to clarify the ;ueries made
by the Client in respect of an invoice, then the Client may at its discretion
1ithhold the payment of the entire compensation or part consideration in its
sole discretion, pertaining to the invoice under ;uery or part thereof till its
;ueries are resolved to the satisfaction of the Client.
4$8 n the event it is found that e2tra payments have been made by the Client
on account of any discrepancies in the bills raised by 9ervice Provider or over
charging or other1ise, 9ervice Provider shall promptly reimburse to the Client
all e2tra amounts 1hich have been paid by the Client.
5$ TAAATI)N
5$2 !ll payments made to the 9ervice Provider shall be sub>ect to deduction of
ta2es as per !pplicable La1s, prevailing at the time of each credit.payment.
9ervice Provider shall be solely liable for the payment of all past, present and
future central, state and local levies, direct.indirect ta2es, duties, =nes and
penalties, 0including 1ithout limitation sales ta2, value added ta2, service ta2,
levies e2cise duties and customs duties etc., if any3 by 1hatever name called,
as may become due and payable in relation to the 9ervices it provides to the
Client.
8$ RE'RESENTATI)NS" ,ARRANTIES AND @NDERTABINGS B? THE SERCICE
'R)CIDER
8$2 9ervice Provider hereby declares, underta@es, a%rms, covenants represents,
1arrants and agrees that<
8$2$2 9ervice Provider is in good standing under the !pplicable La1s of the
country of incorporation or in the >urisdiction in 1hich 9ervice Provider
is a resident and.or does business and that 9ervice Provider has full
authority to enter into this !greement and to perform all the obligations
hereunder according to the terms and conditions hereof.
8$2$3 9ervice Provider has obtained all regulatory approvals.licenses to
perform the 9ervices covered by this !greement and shall bring to the
notice of the Client any e2piry, modi=cation, or suspension of any such
approvals.licenses and the initiation of any adverse action by the
relevant authority.ies concerned in relation thereto. 9ervice Provider
shall obtain and furnish such approvals as may be re;uired in
connection 1ith the transaction as contemplated under this !greement.
8$2$4 9ervice Provider shall ta@e, and has appropriate mechanisms and
means to ensure ade;uate precautions to protect the privacy and
con=dentiality of all data pertaining to the Client, its employees or any
other third party.ies in relation to this !greement or the 9ervices and
shall ta@e appropriate precautions not to breach the privacy of the
Client, its nvestors, its Promoter, its !ssociates of the Client, or any
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third party.ies during the course of performances of its obligations
herein.
8$2$5 9ervice Provider has full po1er and authority to enter into this
!greement and to ta@e any action and e2ecute any documents re;uired
by the terms hereofE and this !greement has been duly authori:ed, has
been duly and validly e2ecuted and delivered, and is legal, valid, and
binding obligations of 9ervice Provider enforceable in accordance 1ith
the terms and conditions herein. 9ervice Provider 1ill forth1ith furnish
satisfactory evidence of the above upon re;uest.
8$2$8 9ervice Provider shall at all times use all reasonable e8orts to maintain
discipline and good order amongst its Personnel and ensure that all its
Personnel are a1are of the code of conduct governing the 9ervices and
resultant disciplinary actions in case of breach of code of conduct by
them during the course of their engagement for provision of 9ervices.
8$2$9 &o consent, approval authori:ation, order, registration or ;uali=cation
of, or 1ith, any court of regulatory authority or other governmental body
having >urisdiction over 9ervice Provider is necessary for the
performance of the 9ervices, in the absence of 1hich 1ould adversely
a8ect the legal and valid e2ecution, delivery and performance of this
!greement or the documents and instruments contemplated hereby, is
re;uired.
8$2$; &either the e2ecution and delivery of this !greement, the
consummation of the transaction as contemplated hereby, or the
ful=llment of or compliance 1ith the terms and conditions of this
!greement, conCicts 1ith or results in a breach.es of or a default.s
under any of the terms, conditions or provisions of any legal restriction
0including, 1ithout limitation, any >udgment, order, in>unction, decree or
ruling of any court or governmental authority, or any federal, state, local
or other la1, statute, rule or regulation3 or any covenants or agreement
or instrument to 1hich it is a party, or by 1hich 9ervice Provider or any
of the property of 9ervice Provider is bound, nor does such e2ecution,
delivery, consummation or compliances violate or result in the violation
of its constitutional documents.
8$2$< 9ervice Provider shall underta@e all repairs, replacements, up+gradation
or procurements of e;uipment.infrastructural facilities necessary for the
provision of the 9ervices, at the 9ervice ProviderAs o1n costs.
8$2$D 9ervice Provider shall provide such suitable ;uali=ed, e2perienced and
competent Personnel as may be re;uired for the performance of the
9ervices. f so re;uested by the Client, 9ervice Provider shall provide
evidence of the previous e2perience, ;uali=cations and competence of
any personnel engaged in the performance of the 9erviceE 9ervice
Provider shall ensure that it has properly trained personnel to handle
the scope of 9ervices to the Client.
8$2$2E9ervice Provider shall 1ithdra1 or not permit any of its Personnel from
providing the 9ervices if, in the sole opinion of the Client<
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.i/ the ;uality of 9ervices rendered by the personnel is not in
accordance 1ith the ;uality speci=cations stipulated by the
ClientE
.ii/ t is not in the interest of the Client that such Personnel of
9ervice Provider continue to be involved in the provision of
9ervices.
8$2$22 9ervice Provider shall, sub>ect to the terms of this !greement, be
responsible for the selection, hiring, assigning and supervising of the
personnel and shall employ su%cient number of Personnel to provide
the 9ervices in a prompt and e%cient manner. 9ervice Provider agrees
that the Personnel shall 1or@ under the supervision, control and
direction of 9ervice Provider. 9ervice Provider shall be solely
responsible for all negotiations 1ith Personnel relating to salaries and
bene=ts, and shall be responsible for assessments and monitoring of
performance and for all disciplinary matters. !ll employees.personnel,
e2ecutives engaged by 9ervice Provider shall be in sole employment of
9ervice Provider and 9ervice Provider shall be solely responsible for
their salaries, 1ages, statutory payments, etc, Gnder no circumstances
shall the Client be liable for any payments, etc., and.or claims and.or
compensations 0including but not limited to compensation on account
of in>ury.death.termination3 of any nature to the employees and
Personnel of 9ervice Provider. 9ervice Provider shall be responsible for
all negotiations 1ith its personnel relating to salaries, bene=ts, and
shall be responsible for assessments and monitoring of performance
and for all disciplinary matters. 9ervice Provider shall furnish such
records and information as may be re;uired by the Client in relation to
the above and at such periodicity as may be speci=ed by the Client.
8$2$23 9ervice Provider 1arrants that there are no criminal proceedings
instituted against 9ervice Provider in relation or 1ith regard to the
9ervices rendered or to be rendered hereunder. 9ervice Provider shall
verify the antecedents of the Personnel it desires to engage for
provision of 9ervices hereunder and shall ensure that it does not engage
or continue to engage any person 1ith a criminal record.conviction and
shall bar any such person from participating directly or indirectly in the
provision of 9ervices under this !greement.
8$2$24 9ervice Provider shall at all times use all reasonable e8orts to maintain
discipline and good order amongst its Personnel and ensure that all its
Personnel are a1are of the code of conduct governing the 9ervices and
resultant disciplinary actions in case of breach of code of conduct by
them during the course of their engagement for provision of 9ervices.
8$2$25 9ervice Provider shall not e2ercise any lien or right of set o8 or
appropriation on any of the assets, properties, documents, instruments
or material belonging to the Client and.or employees of the Client
!ssociates, nvestors, Promoters, Portfolio companies on 1hose behalf
9ervice Provider shall be appointed and in the custody of the 9ervice
Provider, for any amount due or claimed to be due by 9ervice Provider
from the Client.
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8$2$28 9ervice Provider shall regularly provide updates to the Client 1ith
respect to the provision of the 9ervices and shall meet 1ith the o%cials
designated by the Client to discuss and revie1 the performance of
9ervice Provider at such intervals as may be agreed bet1een the
Parties.
8$2$29 9ervice Provider shall be responsible for compliance of all !pplicable
La1s and directions applicable in the relevant country.>urisdiction of its
operation in respect of its Personnel 0including but not limited to
Minimum ?ages !ct, Provident Fund la1s, ?or@menAs Compensation !ct
and such other la1s of relevant country.>urisdiction3 and shall establish
and maintain all proper records including, but not limited to accounting
records re;uired by any !pplicable La1s, code, practice or corporate
policy applicable to it from time to time, including records and returns
as applicable under labour legislations.
8$2$2; 9ervice Provider shall not violate any Proprietary nformation and
intellectual property rights of any third party, including 1ithout
limitation, con=dential relationships, patent, trade secrets, copyright
and any other proprietary rights.
8$2$2< 6he Personnel of 9ervice Provider shall continue to be the Personnel of
9ervice Provider and shall 1or@ under its directions and shall not
become or claim any employment from the Client on 1hose behalf
9ervice Provider is appointed by the Client, by virtue of providing the
9ervices, irrespective of the location of their 1or@.
8$2$2D &o o%cer of the 9ervice Provider , director, employee or immediate
family member thereof has received or 1ill be induced to receive
anything of value of any @ind from 9ervice Provider or its Personnel in
connection 1ith this !greementE and that none of them has business
relationship of any @ind 1ith 9ervice Provider or its Personnel.
8$2$3E 6he Client shall have paramount charge, lien and right of set o8 on all
monies payable, to 9ervice Provider or standing to the credit of 9ervice
Provider 1ith the Client or any of its !%liates against all or any sums
1hich 9ervice Provider is liable to pay under this !greement or in
respect of any other arrangement entered into by 9ervice Provider 1ith
the Client or its !%liates. n the event that there remains any amount
due from 9ervice Provider either to the Client or any of its !%liates
under this !greement or other1ise, the monies payable to 9ervice
Provider or standing to the credit of 9ervice Provider shall be applied
=rst to1ards the outstanding amount o1ed by 9ervice Provider to the
Client or its !%liates under this !greement or any other agreement
.facilities and 9ervice Provider consents, con=rms and agrees to
e2ecute all such documents.1ritings in this regard. For the aforesaid
purpose, 9ervice Provider irrevocably authori:es the Client to intimate
such of its !%liates 1ith 1hom 9ervice Provider has an account, to
ad>ust the amount lying to the credit of 9ervice Provider As account 1ith
the !%liates, nvestors !ssociates, Promoters, Portfolio companies , etc
against all the dues payable by 9ervice Provider to the Client and any
discharge given by the Client to such !%liate.s in this regard, shall be
valid and binding on 9ervice Provider .
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8$2$32 9ervice Provider shall be responsible for compliance of all la1s, rules,
regulations, orders, noti=cations and directions applicable in the
relevant country.>urisdiction of its operation in respect of its personnel
0including but not limited to Minimum ?ages !ct, Provident Fund la1s,
?or@menAs Compensation !ct and such other la1s of relevant
country.>urisdiction3 and shall establish and maintain all proper records
including, but not limited to accounting records re;uired by any la1,
code, practice or corporate policy applicable to it from time to time,
including records and returns as applicable under labour legislations.
8$2$339ervice Provider shall verify the identity and address of all its Personnel
by collecting documentary proof satisfactory to the Client and shall
furnish the same to the Client as and 1hen re;uired by the Client.
8$2$349ervice Provider shall develop and establish a robust frame1or@ for
documenting, maintaining and testing business continuity and recovery
procedures. 9ervice Provider shall periodically test such business
continuity plan. 6he Client shall be entitled to conduct >oint testing and
recovery e2ercise 1ith the 9ervice Provider. 6he Client shall be entitled
to appoint another person to provide the 9ervices in the event the
performances of the 9ervices by 9ervice Provider are interrupted for
any reasons 1hatsoever. 9ervice Provider shall adhere to fair practice
in performance of the 9ervices. 9ervice Provider shall e2clusively
provide 9ervices to the Client and underta@es the same to be adhered
during the subsistence of this !greement.
8$2$35 9ervice Provider shall segregate and @eep separately all information,
documents and records pertaining to the 9ervices, the Client and its
employees, as also hold the same in trust for the Client and its
employees.
8$2$38 6he Client shall be entitled to revie1 and monitor the security
practices and control processes of 9ervice Provider on a regular basis
and re;uire 9ervice Provider to disclose security breaches.
8$2$39 9ervice Provider shall immediately notify the Client of any breach of
security and lea@age of con=dential customer related information. n
such eventualities, 9ervice Provider shall be liable for all damages,
costs, e2penses, claims, etc.
8$2$3; 6he Client shall be entitled to notify appropriate authorities as it may
be re;uired to do so under the !pplicable La1s that it has entered into
material outsourcing or is planning to vary any such outsourcing
arrangements. 6herefore<
.a/ 9ervice Provider authorises the Client to e2change, share or
part 1ithal the information and data relating to the Personnel,
employees representatives etc., and.or the transactions
contemplated under this !greement 1ith other ban@s.=nancial
institutions.credit bureaus.agencies.statutory bodies.!%liates of
the Client, or any other entities as may be re;uired for use or
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processing of the said information. data by such person.s or
furnishing of the processed information thereof to other
ban@s.=nancial institutions.credit providers.users registered 1ith
such persons and shall not hold the Client an other relevant
persons liable for use of this information.
.b/ 6he Client shall be entitled to conduct audits, on 9ervice
Provider 1hether by its internal or e2ternal auditors, or by
agents appointed to act on its behalf and to obtain copies of any
audit or revie1 reports and =ndings made on 9ervice Provider in
con>unction 1ith the 9ervices performed for the Client.
.c/ 6he Client shall be entitled to access the records of 9ervice
Provider in relation to the transactions as contemplated in this
!greement as also access all the documents, records or
transactions and other necessary information given to, stored or
processed by 9ervice Provider 1ithin a reasonable time. 9ervice
Provider shall provide unfettered access.shall ensure unfettered
access to information by the Client, regulatory authority.ies or
their authori:ed person, other entities authori:ed by the Client.
9ervice Provider agrees that in the event of failure by 9ervice
Provider to provide the information as stated above 1ithin a
reasonable period, 9ervice Provider shall ma@e reimbursement
to the Client all amounts in respect of the supervisory fees 1hich
the Client 1ould have paid.is re;uired to pay to any regulatory
authority.ies or to any other entities authori:ed by the Client.,
shall be entitled to communicate directly 1ith 9ervice Provider .
.d/ 6he rights speci=ed in this !greement shall also accrue to
and be e2ercisable by the Client, 5egulatory !uthority.ies or any
other entities authori:ed by the Client or persons authori:ed by
any other 5egulatory !uthority.ies.
.e/ 6he Client shall at all times during the tenure of this
!greement, be entitled to monitor and assess the performance
of the 9ervices by 9ervice Provider.
.f/ 6he rights available to the Client under this !greement may
be e2ercised by the Client either by itself or through such other
person.s as it may nominate.designate.specify from timer to
time.
.g/ 9ervice Provider shall not issue any communication.letter on
behalf of the Client of in its o1n name in relation to the 9ervices,
to the employees, representatives etc., of the Client.
9$ RE'RESENTATI)NS" ,ARRANTIES AND @NDERTABINGS B? C!IENT$
Client hereby underta@es, a%rms, represents, 1arrants and agrees that<
9$2 Client is in good standing under the !pplicable La1s of the country of
incorporation or in the >urisdiction in 1hich Client is a resident and.or
does business and that Client has full authority to enter into this
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!greement and to perform all the obligations hereunder according to
the terms hereof.
9$3 Client has obtained all regulatory approvals.licenses to perform the
9ervices covered by this !greement and shall bring to the notice of the
Client any e2piry, modi=cation, or suspension of any such
approvals.licenses and the initiation of any adverse action by the
relevant authority concerned in relation thereto. Client shall obtain and
furnish such approvals as may be re;uired in connection 1ith the
transactions contemplated under this !greement.
9$4 Client has full po1er and authority to enter into this !greement and to
ta@e any action and e2ecute any documents re;uired by the terms
hereofE and this !greement has been duly authori:ed, has been duly
and validly e2ecuted and delivered, and is legal, valid, and binding
obligations of Client, enforceable in accordance 1ith the terms herein.
;$ C)N1IDENTIA!T?
;$2 9ervice Provider shall not use or divulge or communicate to any person 0other
than those 1hose province it is to @no1 the same or as permitted or
contemplated by this !greement or 1ith the 1ritten authority of the Client or
as the case may be, re;uired by la13.
;$3 !ll details, documents, date, applications, soft1are, systems, papers,
statements and business.customer information 0the -Con=dential nformation/3
1hich is communicated by the Client or any of its representatives. investor,
promoter etc., to 9ervice Provider and.or its personnel shall be treated as
absolutely con=dential an 9ervice Provider irrevocably agrees and underta@es
and ensures that 9ervice Provider and its personnel shall @eep the same
secret and con=dential an that they shall not disclose the same, in 1hole or in
part to any person 1ithout the prior 1ritten permission of the Client nor shall
use or allo1 to be used any con=dential nformation, other than as may be
necessary for the due performance of the 9ervice ProviderAs obligation
hereunder. 9ervice Provider agrees to ensure that its personnel also underta@e
a similar obligation as contained in this 9ection. !ny proprietary nformation or
any information relating to business, accounts, =nance or contractual
arrangements or other dealings, transactions or a8airs of the Client including
its subsidiaries.a%liates 1hich may come to 9ervice Provider As @no1ledge
during the continuance of this !greementE or and of the terms of this
!greement.
;$4 9ervice Provider ac@no1ledges and agrees that it is a1are of the sensitivity
and secrecy obligations of the Client in @eeping the employer, investor,
promoter etc., information and transaction records and shall ensure neither
9ervice Provider nor any of its personnel 1ill do any act violation the same.
;$5 Ser&ice 'ro&ider agree+ to-
.i/ 6a@e all necessary action to protect the Con=dential nformation
against misuse, loss, destruction, deletion and.or alteration.
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.ii/ &ot to misuse or permit misuse directly or indirectly, commercially
e2ploit the Con=dential nformation for economic or other bene=t.
.iii/ &ot to ma@e or retain any copies or record of any Con=dential
nformation submitted by the Client other than as may be re;uired for
the performance of the Con=dential nformationAs obligation under this
!greement.
.i&/ &otify the Client promptly of any unauthori:ed or improper use or
disclosure of the Con=dential nformation. 9ervice Provider shall use its
best endeavors .i/ to prevent the unauthori:ed publication or disclosure
of any such information or documents and .ii/ to ensure that any
person, to 1hom such information or documents are disclosed by
9ervice Provider , is a1are that the same is con=dential to the Client.
.&/ 5eturn all the Con=dential nformation that is in the custody of 9ervice
Provider upon termination.e2piry or any such time as may be re;uired
by the Client of this !greement.
.&i/ 9ervice Provider understands and agrees that it does not ac;uire by
implication or other1ise any right in or title to or any license in respect
of information disclosed to it by the Client and accordingly, 9ervice
Provider hereby underta@es as follo1s<
.i/ Gse the greatest degree of care to avoid unauthorised
dissemination or publication of %'rorietary
Information( disclosed by the Client.
.ii/ Gse the -Proprietary nformation/ only for the permitted
purposes.
.iii/ &ot ma@e copies of %'rorietary Information( other
than for the permitted purpose.
.i&/ *nsure that %'rorietary Information( is @ept secured
on its premises.
.&/ n the event of 9ervice Provider becoming a1are of any
unauthorised copying, disclosure or use of the
con=dential information, forth1ith notify the Client
thereof and if re;uested ta@e such steps as shall be
necessary to prevent such further unauthorised copying,
disclosure or use.
;$8 9ervice Provider hereby unconditionally agrees and underta@es that it shall not
and that its personnel shall not disclose the terms and conditions of this
!greement or disclose the information submitted by the Client under this
!greement to any third party unless such disclosure is re;uired by la1 or for
the purpose of performing 9ervice Provider As obligations under this
!greement, provided that prior to any such disclosure, the ClientAs 1ritten
consent shall be obtained.
;$9 6he restrictions contained hereinabove 1ith regard to the con=dentiality, shall
not apply in the follo1ing cases<
.a/ any information 1hich may come into the public domain
other1ise than through unauthorised disclosure by 9ervice
Provider or its *2ecutivesE
""
Draft Without Prejudice
.b/ any disclosure is re;uired to be made in pursuance of any la1 or
regulation or by a duly authorised 1ritten order of court. relevant
Jovernment !uthority, provided such disclosure shall be
restricted to the e2tent the same is re;uired and the Client shall
be informed promptly by 9ervice Provider regarding such
disclosure.
;$; t shall be the incumbent duty of 9ervice Provider to underta@e not to disclose
any business related information of the Client to any third person and 9ervice
Provider shall @eep all @no1ledge of the business activities and a8airs of 6he
Client strictly con=dential and also to ensure that neither 9ervice Provider or
any of its personnel directly or indirectly assist any third person 1ith the
promotion of activities 1hich may be pre>udicial to the interest or in
competition to the activities of the Client.
;$< !ccess to nvestors, *mployees, Promoters, Portfolio companies, etc
information by sta8 of 9ervice Provider shall be limited to those areas 1here
the information is re;uired in order to perform the 9ervices.
;$D f 9ervice Provider becomes a1are of any breach of con=dence by any of its
*2ecutives, it shall promptly notify the Client and 9ervice Provider shall give all
reasonable assistance in connection 1ith any proceedings, 1hich the Client
through 9ervice Provider may institute against any such *2ecutives.
;$2E 6he provisions of this 9ection shall survive the termination of this !greement.
;$22 !t no point of time shall 9ervice Provider has. deem to have any right, lien,
interest, charge etc. on the all information. documents. records received from
the Client or those meant for the Client as per this !greement, for any reason
1hatsoever. t is understood that the Client shall have o1nership of the same
at all times and 9ervice Provider shall be a trustee of the same for the bene=ts
of the Client.
<$ EAC!@SICIT?
t is e2pressly agreed that the Client shall, at all time, be at liberty to engage any other
person in addition or substitution to 9ervice Provider for the 9ervices 1ithout reference
to 9ervice Provider.
D$ INDEMNIT?
D$2 9ervice Provider shall, at its o1n e2penses, indemnify, defend and hold
harmless the Client and its !%liate.s nvestors !ssociates, Promoters, Portfolio
companies , etc, their respective o%cers, directors, personnel, representatives,
consultants, nominees, designees from and against any and all costs,
e2penses, losses, liabilities, damages, etc su8ered or incurred 0including but
not limited to liabilities, >udgments, damages, losses, claims, costs and
e2penses, including attorneyAs fees and e2penses3 or any other losses that may
occur, arising from or relating to <

(i) &on+performance, inade;uate performance, part performance
provision of de=cient services, breach, negligence, 1illful default by
"2
Draft Without Prejudice
the 9ervice Provider , its personnel of any of the terms, conditions,
covenants, representations, underta@ings, obligations or 1arranties
under this !greement, including but not limited to the obligations or
1arranties under this !greement, including but not limited to the
obligations of 9ervice Provider including pertaining to date
protection, con=dentiality and intellectual property rights of the
Client, or any guidelines issued by the Client to 9ervice Provider from
time to timeE
(ii) !ct, omissions, errors, representations, misrepresentations,
misconduct, negligence of 9ervice Provider and.or its personnel in
performance of its obligations under this !greementE
(iii) Loss misappropriations, misuse or damage to the documents or
instructions.things that are in the possession of 9ervice Provider or
its Personnel or any other persons engaged by 9ervice Provider or
1ithin the control of the 9ervice ProviderE
(iv) Causation of any damage to the nvestors !ssociates, Promoters,
Portfolio companies , etc of the Client through any acts or omissions
of 9ervice Provider and.or its personnelE
(v) Contravention of any !pplicable La1s, as may be applicable from
time to time, or industry practice, or violation of any policies and
process rules as stipulated by the Client.
D$3 9ervice Provider agrees that any notice or communication by an o%cer of
the Client under this 9ection shall be deemed as su%cient proof that the
Client has su8ered or incurred liabilities 0including but not limited to
liabilities, >udgments, damages losses, claims, costs and e2penses, including
attorneyAs fees and e2penses3 or any other losses. 9ervice Provider shall
upon receipt of such notice or communication immediately, 1ithout any
delay or demur or contest, indemnify the Client, etc.
D$4 9ervice Provider shall be liable to pay the amounts to the Client, as
determined by the Client in its sole discretion under this provision, on
demand, and the Client shall be, 1ithout pre>udice to its other rights and
remedies, entitled to ad>ust the amounts so determined to be due from
9ervice Provider against the future payments due by the Client to 9ervice
Provider .
D$5 9ervice Provider shall co+operate fully in defending any claim.s by any
local, state or central authority against the Client 1ith respect to any levies,
ta2es, duties, =nes, and.or penalties etc. due and payable by the 9ervice
Provider, and shall ndemnify the Client, fully and 1ithout limit, against the
same.
D$8 6he Provisions of this section shall survive the termination of this
!greement.
D$9 9ervice Provider agrees to defend, indemnify and @eep the Client
indemni=ed and harmless at all times, from and against any and all
"H
Draft Without Prejudice
litigations, claims, demands, e2penses, damages, costs, liabilities, etc
1hether civil, criminal, tortuous or of any nature 1hatsoever, arising out of
or pertaining to or resulting from any breach of representations and
1arranties made by 9ervice Provider and.or breach and.or 1ilful default of
any provisions of this !greement by the 9ervice Provider.
2E$ ARBITRATI)N
2E$2 n the event any disputes, di8erences or controversies should arise bet1een
the Parties hereto, out of or in connection 1ith the provisions of this
!greement, or any action ta@en hereunder, the Parties hereto shall
thoroughly e2plore all possibilities for an amicable settlement. n case
amicable settlement can not be reached, such disputes, di8erences or
controversies shall be referred to arbitration in accordance 1ith the
provisions of the !rbitration and Conciliation !ct, "99$ including any
amendment or re+enactment thereof. !ny dispute or di8erences arising out
of or touching this agreement, if not resolved amicably, shall be referred to
the arbitration, of single arbitrator to be mutually agreed by the parties. n
case the parties fail to agree upon single arbitrator, then each party shall
appoint one arbitrator and these t1o arbitrators shall appoint a third
arbitrator. 6he decision of the arbitral tribunal shall be =nal and binding on
the parties. 6he arbitration shall be conducted in accordance 1ith the
!rbitration and Conciliation !ct "99$.
2E$3 6he proceedings of such arbitration shall be conducted in *nglish language
and the venue of such arbitration shall be at ______________.
2E$4 6he a1ard of such arbitration shall be =nal and binding upon the Parties
hereto.
2E$5 6he provisions of this !greement shall be governed by and construed in
accordance 1ith ndian la1 and the courts in ____________________, ndia shall
have the e2clusive >urisdiction over matters arising out of this agreement.
22$ F@RISDICTI)N

22$2 6his !greement shall be governed in accordance 1ith the la1s of ndia. 6his
!greement is sub>ect of the e2clusive >urisdiction of courts at ___________.
23$ INS@RANCE
23$2 9ervice Provider shall maintain at its o1n cost, throughout the tenure of this
!greement and any e2tensions thereof, nsurance coverage for ade;uate
amount in consultation 1ith the Client, including but not restricted to,
Comprehensive Jeneral Liability nsurance covering accidental losses, bodily
harm in>ury, death of all individuals employed.assigned by 9ervice Provider to
perform the 9ervices re;uired under this !greement.
23$3 9ervice Provider shall also ta@e, at its o1n costs, insurance policies for ade;uate
amount against dishonesty, theft, e2tortion, robbery, forgery, altered
documents, fraud, and.or any other dishonest acts on the part of 9ervice
ProviderAs personnel or representatives, 1ith the Client as the loss
payee.bene=ciary.
",
Draft Without Prejudice
23$4 9ervice Provider underta@es to procure at its o1n cost insurance to protect
against any loss.damages 1hich may be su8ered by 9ervice Provider , the Client
and.or the employees, representative, etc., of the Client, as a result of any loss
of any properties of the Client and.or its employees, representatives, etc
entrusted to 9ervice Provider being lost in transit 1hile in the custody of
9ervice Provider .
23$5 9ervice Provider underta@es to provide such documentary proof of compliance
1ith this 9ection as may be re;uired, from time to time, by the Client or its
auditors or any other authorities.
23$8 9ervice Provider shall promptly notify the Client of any actual or potential claim
under any of the insurance policies referred to in this 9ection. *ach such notice
shall be accompanied by full details of the incidents giving rise to the claim.
9ervice Provider shall a8ord the Client all such assistance as may be re;uired
for the preparation and negotiation of any claim under an insurance policy.
24$ '@B!ICIT?
24$2 9ervice Provider shall not use the name and.or trademar@.service mar@.logo or
the Client, the !%liates of the Client . its group companies, subsidiaries,
associates or any of its investors, promoters, etc., in any sales or mar@eting
publication of advertisement, or in any other manner 1hatsoever 1ithout the
prior 1ritten consent of the Client.
25$ 'R)'RIETAR? RIGHTS
25$2 9ervice Provider agrees that any product including but not limited to all
information, reports, studies, soft1are 0including source codes, ob>ect codes
and e2ecutables3 Co1 charts, diagrams and other tangible an intangible
material of any nature 1hatsoever produced by or as a result of any of the
9ervices rendered hereunder shall be in sole an e2clusive property of the
Client. n furtherance thereof, 9ervice Provider hereby irrevocably grants,
assigns, transfers to the Client all rights, title and interest of any @ind, in and to
any such product produced hereunder. 9ervice Provider shall not be entitled to
ma@e any use of any of the said materials e2cept as may be e2pressly
permitted in 1riting by the Client.
28$ RE!ATI)NSHI'
28$2 t is hereby e2pressly agreed and clari=ed that the relationship bet1een the
Client and 9ervice Provider is as principal to principal and neither Party is, nor
shall be deemed to be, an agent . partner of the other. &othing in this
!greement shall be construed to render 9ervice Provider a partner or agent of
the Client.
28$3 &othing in this !greement is intended or shall be construed to authorise either
Party to create or assume any liability or indebtedness of any @ind in the name
of, or on behalf of the other Party or to act for or be responsible for the
performance of the other Party in any manner e2cept and to the e2tent
e2pressly provided in this !greement.
"7
Draft Without Prejudice
28$4 &ot1ithstanding anything contrary contained herein, 9ervice Provider shall
not, 1ithout the ClientAs prior speci=c approval.consent in 1riting, assume or
create any obligations on the ClientAs behalf or incur any liability on behalf of
the Client or in any 1ay pledge or purport to pledge the ClientAs credit or
accept any contract binding upon the Client.
29$ S@B0C)NTRACT)RS AND AGENTS
29$2 9ervice Provider shall not subcontract any of this responsibilities contained in
this !greement to any sub+agent or subcontractor 1ithout prior 1ritten
permission of the Client, 1hich the Client may deny at its absolute discretion
and if the Client give such prior 1ritten permission 01hich permission may be of
a general or speci=c nature3, it shall not be construed a 1aiver of any accrued
rights and.or liabilities and 9ervice Provider shall be fully responsible for all
acts and omissions of its sub+contractors or sub+agents.
29$3 &othing in this !greement shall be construed as creating any contractual or
other relationship bet1een the Client and any personnel of the 9ervice
Provider, not any obligation on the part of the Client to apply or see to the
payments of any money due to any personnel.
29$4 9ervice Provider agrees and con=rms that all the provisions applicable to
9ervice Provider in relation to its personnel shall also be ipso facto applicable
to the sub+Contractors and sub+agents. 6he e2pression -personnelA 1herever
appearing in this !greement in relation to 9ervice Provider shall include its
o%cials, directors, employees, sub+contractors, sub+agents, nominees,
representatives, designees, for all purposes and intents.
2;$ INS'ECTI)N AND RIGHT T) A@DIT
2;$2 9ervice Provider shall maintain in good order and as per generally accepted
industry practices, its boo@s of account in respect of the 9ervices provided and
shall allo1 the Client, its management, its representatives its auditors and.or
its regulators to enter upon the premises of 9ervice Provider and inspect,
e2amine and audit 9ervice Provider As operations and business records 1hich
the Client, its management, its representative its auditors and.or its regulators
in their absolute discretion deem to be relevant to the services and =nancial
arrangement, as set forth in this !greement, 1ith or 1ithout provision to the
right to inspect, the Client, its management, its auditors and.or its regulators
shall also have the right to call for any information pertaining to 9ervice
Provider As operations and business records 1hich the Client, its management,
its auditors and.or this regulators in their absolute discretion deem to be
relevant to the 9ervices and =nancial arrangement, as set forth in this
!greement. 9ervice Provider shall produce such information 1ithin such time as
may be provided by the Client, its management, its auditors and.or its
regulators.
2;$3 9ervice Provider shall @eep complete an accurate account of all records in
relation 1ith this !greement in the manner and form stipulated by Client.
9ervice Provider forth1ith upon being re;uired by the Client permits inspection,
audit or permit ta@ing copies of the records of 9ervice Provider 1hich are
relevant to this !greement.
"$
Draft Without Prejudice
2;$4 9ervice Provider shall co+operate in good faith 1ith the Client to correct any
practice, 1hich are found to be de=cient during the audit 1ithin a reasonable
time after receipt of the audit report from the Client.
2<$ TERMINATI)N
2<$2 6he Client may terminate this !greement by providing 2 0t1o3 months prior
1ritten notice 1ithout providing any reason. &ot1ithstanding anything herein
contained, the Client may 1ithout any notice, forth1ith terminate this
!greement under any one or more of the follo1ing conditions<
.i/ n the event of default, breach, negligence or de=ciency by
9ervice Provider in the performance of any of the 9ervices under
this !greement, the 9chedule ! and the policies and guidelines
issued by the Client to 9ervice Provider from time to timeE
.ii/ n the event the 9ervices provided herein in.are in contravention
of any !pplicable La1s, as may be applicable from time to time,
or industry practice, or performs acts or omission that 1ould
under the circumstances amount to ob>ectionable serviceE
.iii/ f 9ervice Provider does not meet, or fails to meet any of the
ClientAs criterion for insolvency is =led against 9ervice Provider
an such petition is not dismissed 1ithin ninety 0903 days after
=ling and.or if the
.i&/ 9ervice Provider ma@es and arrangement for the bene=t of its
creditors or, if the court receiver is appointed as receiver of
all.any of 9ervice ProviderAs properties.
2<$3 t is hereby agreed and understood by 9ervice Provider that the provisions of
this 9ection shall not limit or restrict not shall they preclude the Client from
pursuing such further and other legal actions, against 9ervice Provider for any
breach or non+compliance of the terms of this !greement. !ll costs, damages,
demands, litigations, charges, e2penses, etc incurred.paid.su8ered by the
Client and.or the nvestors !ssociates, Promoters, Portfolio companies , etc of
the Client on account of default by 9ervice Provider shall be reimbursed by
9ervice Provider to the Client.
2<$4 n the event that this !greement is terminated for any reasons, 9ervice
Provider shall forth1ith hand over to the Client or pertaining to the 9ervices
herein that may be in the possession of 9ervice Provider or any of its personnel
assigned to perform the services under this !greement.
2<$5 Gpon termination of this !greement, 9ervice Provider agrees to promptly
return to the client all -Proprietary information/, and all reports and information
in its possession and.or any property of the Client 1hich may come into
possession of 9ervice Provider pursuant to this !greement. 9ervice Provider 1ill
be paid for all 9ervices that are accepted by the Client. 9uch payments 1ill
discharge the ClientAs entire liability to 9ervice Provider in the event of
termination.
"I
Draft Without Prejudice
2D$ MISCE!!ANE)@S
2D$2 Any provision of this !greement may be amended or 1aived if, and only if such
amendment or 1aiver is in 1riting and signed, in the case of an amendment by
each Party, or in the case of a 1aiver, by the Party against 1hom the 1aiver is
to be e8ective.
2D$3 &o failure or delay by any Party in e2ercising any right, po1er or privilege
hereunder shall operate as a 1aiver thereof nor shall any single or partial
e2ercise of any other right, po1er or privilege. 6he rights and remedies herein
provided shall be cumulative and not e2clusive of any rights or remedies
provided by la1.
2D$4 .i/ !ll notices, re;uests and other communications 1hich shall be or may be
given pursuant to this !greement shall be sent by registered mail and.or
personal delivery and.or courier and shall be addressed to the Parties hereto at
their respective o%ces set forth in the premises of this !greement.
.ii/ 9uch notices, re;uests and other communications shall be deemed to be
received and made e8ective 1hen duly arrived at the other PartyAs address.
.iii/ !ny alteration or change in the addresses of each of the Parties hereto shall
be noti=ed in 1riting to the other Party hereto 1ithout undue delay.
.i&/!ny notices, demands or re;uests, 1hich may be given or served in
connection 1ith this !greement shall be so given or served in 1riting at the
respective addresses 0i.e the either parties Contractual 5epresentative3 by<
". 'anding the same to the addressee
". 9ending the same by mail, 1ith postage prepaid
2. Courier, con=rmed 1ithin 2, hours by a signed copy sent by mail.
.&/ !ll notices to be given to parties under the terms in connection 1ith this
!greement shall be served by sending the same to the respective addresses
nominated for that purpose addressed to 0i.e the either parties Contractual
5epresentative3.
2D$5 6his !greement constitutes the entire agreement bet1een the Parties 1ith
respect to the sub>ect matter hereof and supersedes all prior 1ritten
agreements, understandings and negotiations, both 1ritten and oral, bet1een
the Parties 1ith respect to the sub>ect matter of this !greement, &o
representation, inducement, promise, understanding, condition or 1arranty not
set forth herein has been made or relied upon by any Party hereto.
2D$8 n the event that any provision of this !greement is held to be invalid or
unenforceable, the remaining provisions of this !greement 1ill remain in full
force and e8ect.
2D$9 n case of any change in !pplicable La1s in ndia, that has an e8ect on the
terms of this !greement, the Parties agree that the !greement may be
revie1ed, and if deemed necessary by the Parties, renegotiated in good faith.
"#
Draft Without Prejudice
2D$; 6he captions herein are included for convenience of reference only and shall be
ignored in the construction of interpretation hereof.
2D$< f this !greement is signed in counterparts, each counterpart shall be deemed
to be an original.
2D$D 9ervice Provider shall not assign or transfer all or any of its rights, bene=ts or
obligations under this !greement 1ithout the prior 1ritten approval of the
Client, the Client may, at any time, assign or transfer all or any of its rights,
bene=ts and obligations under this !greement.
2D$2E In the event the Client is re;uired to pay any supervisory or other fee or
penalty imposed levied by any authority in connection 1ith the 9ervices,
9ervice Provider agrees to reimburse the Client for the same and shall @eep
the Client indemni=ed from such claims or any other claims charges, damages
etc by 1hosoever concerned.

3E$ 1)RCE MAFE@RE
3E$2 &either Party shall be considered in default of performance of its obligations
under the terms of this !greement if such performance is prevented or delayed
for any cause beyond the reasonable control of the Party a8ected including 1ar,
hostilities, revolution, riots, civil commotion, stri@es, loc@outs, epidemic, =re,
e2plosions, Cood, earth+;ua@e, act of Jod, any act of Jovernment, espionage,
hac@ing, default or failure of.by any third party e2cluding franchisees, sub+
contractors and !%liates of either party, or any other cause beyond the control
of the concerned Party 1hich could not have been avoided by the e2ercise of
due diligence provided that notices in 1riting, of any such event 1ith necessary
evidence that the obligation under the !greement has been thereby a8ected or
prevented or delayed, is given as soon as possible and in any event 1ithin ",
0fourteen3 days from the happening of the force ma>eure event, and in case it is
not possible to serve the notice 1ithin the said ", 0fourteen3 days period, then
1ithin the shortest possible period thereafter 1ithout delay.
20.2 6he Party a8ected by force ma>eure shall continue to perform the obligations
under this !greement, 1hich are not a8ected by the force ma>eure event and
may ta@e steps as are reasonably necessary to remove the causes resulting in
force ma>eure if 1ithin its control and to mitigate the e8ect thereof.
20.H f the force ma>eure event continues for more than H 0three3 months, then the
parties shall mutually decide the future course of action to be ta@en by them.
IN ,ITNESS ,HERE)1 the Parties hereto have hereunto caused this !greement to
be e2ecuted by their duly authorised representatives on the day and year =rst
hereinabove mentioned.
SIGNED AND DE!ICERED
on behalf of 1ithin named Client
The Bombay Dyeing G Manufacturing Comany
!imited K
through itAs authorised signatory K
"9
Draft Without Prejudice
.2/ MR$
.Director/
.3/ MR$ ####################
.Director/
In the re+ence of-
2$
3$
SIGNED" SEA!ED AND DE!ICERED H
on behalf of 1ithinnamed K
####################################/
through itAs authorised signatory K
MR$__________________________ K
################## ############## ##/
In the re+ence of-
2$
3$

SCHED@!E = A SC)'E )1 SERCICES
(To be inserted by Business Development and Contract Head)
SCHED@!E= B C)M'ENSATI)N7CHARGES71EES
(To be inserted by Business Development and Contract Head)
20