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ADDENDUM TO NJ FINANCIAL PRODUCTS DISTRIBUTION AMENDMENT


AGREEMENT

This Addendum to the NJ Financial Products Distribution Amendment (FPDA)


Agreement between NJ and Partner has been made and executed among:

1. NJ India Invest Private Limited, a company registered under the Companies Act,
1956 bearing CIN: U67120GJ2000PTC037674 and PAN: AABCN2790G and having
Registered Office address at Block No.901-902, 6th Floor, B Tower, Udhna
Udyognagar Sangh Commercial Complex, Central Road No.10, Udhna, Surat -
394210, Gujarat; and includes its successors, executors, administrators, officers and
permitted assigns (hereafter referred to as NJ) of the First Part.

AND

2. The Partner, as described in the FPDA Agreement and includes its nominee,
successors, executors, administrators, officers, heirs and permitted assigns
(hereafter referred to as Partner) of the Other Part.

NJ and Partner will be collectively referred to as Parties and severally as Party.

i. Whereas, the Parties hereto have recorded certain mutually agreed terms as
mentioned in duly executed FPDA Agreement for the purpose of appointment of
the Sub-Distributor/Partner to distribute various investment products offered by
NJ from time-to-time.

ii. Whereas, the Parties have agreed to modify certain terms as described herein and
therefore have agreed to execute this Addendum to the FPDA Agreement.

iii. Whereas, NJ offers the agreed changes in online format to the Partner for his/her
consent to the Addendum herein.

iv. Whereas, the Partner has opted to execute this Addendum online through the Click
Wrap mode for acceptance of the terms mentioned herein by clicking on I Agree
and I Confirm buttons on the NJ Portal.

Now, in pursuance of the above, the Parties submit the amendment in the below
mentioned terms of the FPDA Agreement:

I. The word nominee be inserted in the Partner's description, more particularly,


be read as below:

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Partner Name, PAN and Address and includes its nominee, successors, executors,
administrators, officers, heirs and permitted assigns (hereafter referred to as Partner) of
the Other Part.

II. The following additional clauses be inserted under the section Scope
(Eligibility & Appointment) and Terms of Appointment:

1. The Partner is free to nominate the nominee(s) to whom the benefits of any
Commission due shall accrue upon the death of the Partner subject to
applicable laws. However, the same shall be applicable only in case of Partners
who are individuals. The Agreement shall be deemed to be terminated from the
date of the death of the Partner.

2. Notwithstanding anything contained herein, the Partner consents that upon his
death the assets that are being managed by the Partner for their Clients
(AUM) be transferred to the nominated nominee(s) or to their legal heirs, in
case a nominee has not been nominated, (hereinafter the nominee and the legal
heir(s) are collectively referred as Nominee Partner), subject to the Nominee
Partner satisfying the eligibility requirements under this Agreement and
consenting to the terms and conditions of this Agreement. The Partner also
consents that the commission accrued to him after his death in respect of the
AUM be transferred to the Nominee Partner. The same shall be applicable only
in case of Partners who are individuals.

3. The Nominee Partner shall have the right to further transfer the AUM to any
third party including NJ.

III. The following additional clause be inserted under the section NJ's Rights and
Obligations:

1. NJ shall have the right to refuse without reason transfer of the AUM from the
Partner, upon his death to the Nominee Partner.

IV. The clause on Indemnity contained in the FPDA Agreement shall stand replaced
and read as below:

Indemnification:

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1. The Partner and/or Nominee Partner hereby undertakes, covenants and agrees
with NJ, that it will at all times defend and indemnify NJ, its directors,
affiliates, officers, employees thereof and their respective successors and
assigns, heirs, executors and administrators and each of their estates and
effects, from and against:

(a) Any and all damages, liabilities, actions, causes of action, suits including
suits related to succession and testamentary, claims, demands, losses, costs,
and expenses arising directly or indirectly from or in connection with
Partner and/or Nominee Partners acts or omissions with respect to this
Agreement.

(b) All actions, causes, suits, proceedings, accounts, claims and demands,
including claims and demands in respect of any prospective or
retrospective liability, or any loss, financial or otherwise, whatsoever or
arising on account of the PSCs, Partners, candidates or its executors,
administrators, successors taking any action, error, mistake, loss of
document or information, misrepresentation, missing applications or other
documents or on account of applications or documents being incomplete in
any way, etc whatsoever and/or resulting in the same, undertaking any,
and against all damages, costs, charges, expenses, sums of money incurred
in respect thereof or otherwise in relation to the aforesaid reasons.

2. NJ shall not be liable for any delay caused in execution and/or rejection in
respect of any Transaction or the subsequent receipt of such Transaction or
account statement or delivery to a wrong person of any information, including
but not limited to log-in information, account statements, Transaction
confirmations, electronically or otherwise, which have been made through NJ,
NJ PSC, Express PSC or by NJ Portal, for any reason whatsoever.

3. NJ shall not be liable for any delay or non-payment of any proceeds on


redemption or dividend payouts by the AMCs to the Clients of the Partners for
any reason whatsoever.

4. NJ cannot be held responsible or liable for any and all damages, liabilities,
actions, causes of action, suits, claims, demands, losses, costs, and expenses,
whether direct, indirect, incidental or consequential from such delays, non-
executions, rejections, non-communication and/or mis-communication of
information, non-payment of proceeds in regards to any Transaction or request
for any Product and Service or otherwise made through NJ and/or PSC for any
reason whatsoever.

5. If the foregoing limitation is held to be unenforceable, the maximum liability of


NJ and its service providers to the Partner shall not exceed the amount of fees
actually paid by the Partner for the Products or Services which have been
ordered or availed through the NJ Portal and/or PSC.

II. Notwithstanding, this Addendum shall in no case be construed to be in derogation


with the NJ Financial Products Distribution Amendment Agreement but in
addition to the NJ Financial Products Distribution Amendment Agreement except
the clauses mentioned herein-above. And except the amended clauses of the NJ

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Financial Products Distribution Amendment Agreement as described herein-


above, all other clauses of the said NJ Financial Products Distribution Amendment
Agreement shall remain untouched, fully enforceable and have the legal and
binding effect at all the times to the Parties to the Agreement.

The Partner hereby confirms that the Partner has read, understood and agrees to the
terms and conditions of this Addendum by clicking on I Agree and I Confirm, the
terms and conditions of this Addendum shall be binding on the Partner at all the times.