AGREEMENT

This agreement executed on xxxxx by and between M/s Ascent BPO Services Pvt.
Ltd. having its registered office at C-63 Noida Sector 2, 201301 Here in after for
brevity’s sake referred to as a “Client”, which expression shall unless excluded
by or repugnant to the context, be deemed to mean and include its permitted
assigns and successors-in-interest.

&

XXXXXXXXXXXXXXXXXXXXXXXXXXXX Represented by
XXXXXXXXXXXXX having Workplace/ office at
XXXXXXXXXXXXXXXXXXXXXXX Here in after for brevity’s sake referred to as
“Delivery partner”, which expression shall unless exclude by or repugnant to the
context, be deemed to mean and include its permitted assigns and successors-in-
interest.

Client & Delivery Associate are engaged in the Business of Outsourcing of

IT and IT-Enabled Services Industry and Client have got into an Agreement with
his Principals (herein after referred to as “Principals”) for Outsourcing &
Execution of “MORTGAGE DEMOGRAPHIC ENTRY PROCESS” as described in
the “SCOPE OF WORK”. Henceforth Client is providing rights to Delivery
Associate to Outsource and Execute this process under Delivery partners Business
Name.
Presently Delivery Associate is in a position to Outsource & Execute the
“MORTGAGE DATA ENTRY PROCESS” through its various Delivery Partners.
Client would provide requisite minimum 7days training and skill-base to Delivery
Associate so that it can be outsourced by the Delivery partner.
This Agreement represents the business Agreement and operational
understandings between the parties and shall remain in effect for a period of
Eleven Month from the date of execution hereof or from the date of providing the
first data whichever is later & can be extended for the period as mutually agreed
upon, for the purpose
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
• SCOPE OF WORK
The Delivery Associate or its Delivery Partners will diligently carry out Online
Data Entry of *.jpeg / *.jpg / *.tiff / *.PDF to created Database File through
provided customized software (remotely located, Monitoring and Controlling done
by Client or its Principal) format using customized software provided by the
Client. On Monthly-Basis Client would upload required *.jpeg / *.jpg / *.tiff /
*.PDF / MBD in the Customized Software. Work allocation would be done based
on the 1 Slot (10 Systems Each).
The Delivery Associate or its Delivery Partners should submit the converted data
within 26 Calendar Days after providing the Input / Commercial data, which has
been tested for readability and has undergone the entire quality process and
accuracy levels, in accordance to the instructions as supplied, through mail/CD on
monthly basis.
Client agrees to provide validation Formats / Process document and other
necessary information for processing documents to the Delivery Associate at the
time of work commencement.
Client is agreed to sign an agreement period of 11 months Per 1 Slot (10 seats)
with Delivery partner. However, Delivery Associate or its Delivery Partners have
to achieve the required accuracy level mentioned below for entire 11 months.
Client is not responsible for any expenses (Like Salary or rent) of Delivery partner.
Delivery Associate is agreeing to take work after all verification and agree to take
work under technical specification of Client. So he has to follow rules and
regulation of Client.

2. PRICE
For the DATA ENTRY services rendered by the Delivery partner, they shall be
entitled for payment of price INR.23 maximum varying according to clause no. 10
per form inclusive all taxes. Delivery Associate will pay processing fee of Rs.
xxxxx,/- + Service Tax for 1 Slot (Ten Seats).
At the time of agreement Delivery Partner will pay Rs. xxxxx/- + Service Tax for 1
Slot (Ten Seats). (via. xxxxxxxxx )
The Delivery Associate shall raise invoice every month with the data. The Client
will pay each bill within maximum 10 working days, from the date of issue of
Quality Check Certificate after receiving invoice from Delivery partner. The
Invoice can be raised through e-mail or Fax and followed by hard copy. Q.C.
Certificate will be provided in 7 Working Days from the date of submission.
3. Refund Policy

After completing 11 successful months clients agree to refund 50% of submitted

amount after realizing following circumstances
 Delivery associate delivery partner is achieving minimal payment in every
submission cycle
 Delivery associate never falls under the circumstances of rework.
 Delivery associate or his delivery partner never hold the work more than 30
days which is maximum limit for whole 11 month agreement
 Delivery associate is not breaching any of the clauses mutually agreed and
mentioned in agreement.

4. BILLING
Client will provide workload of minimum 4000 Forms/Month per System. It will be
increased according to the performance. Delivery Associate has to finish the work
in time within 26 Calendar working Days. For every 1 Slot (10 seats) Client will
provide Post Dated Cheque (P.D.C.).

5. Accuracy
Client must provide adequate feedback within 7 Working Days for all submitted
data and on completion of quality check has to issue a Quality Certificate. Both
parties agree to assure highest quality of end service. Following cycle for accuracy
will be followed.
 96.01%-100% : 100% PAYMENT
 93.01%-96% : 75% PAYMENT
 90.01%-93% : 50% PAYMENT
 85.01%-90% : 40% PAYMENT
 80.01%-85% : 30% PAYMENT
 75.01%-80% : 20% PAYMENT
 70.01%-75% : 10% PAYMENT
 50.01%-70% : REWORK
 BELOW 50% : TERMINATION

Per 1 Slot (10 seats) one time chance of rework will be given to the Delivery
Associate or to its Delivery Partners. If Delivery Associate or its Delivery Partners
fails to maintain required accuracy in rework, then the 1 Slot (10 seats) will be
automatically cancelled. If the Delivery Associate or its Delivery Partners fails to
resubmit the work within 5 days with required accuracy level (Item no. 5), then the
1 Slot (10 seats stands cancelled and the Delivery Associate or its Delivery
Partners has to pay 10% of the 1 Slot (10 seats value as compensation to the
Client. The rework clause is only for two constant month, from the third month
onwards Delivery Associate has to achieve minimum 70% accuracy in first time
without any rework. Accuracy will be randomly checked and Error percentage will
be calculated as "100-(Total errors found/Total Q-Ced Forms)*100” and in any
particular TAT (turnaround time) if the error percentage exceeds the whole work
will be rejected for that particular TAT. Every mistake will be considered in a
form. Suppose you are doing 5 mistakes in a form it will be treated as 5 mistakes.

Sample size of quality check to be done by client will be at least 10% To 20% of
the total forms processed in a month by delivery partner.
6. Client agrees to provide formats and other information for processing the work
to Delivery Associate at the time of providing the data.
7. Telecommunication cost applicable at each end shall be borne by the both
parties.
8. CONFIDENTIALITY

8.1 As used in this Agreement, the term “Confidential Information” includes, but is
not limited to the following items, whether existing now or created in the future
and whether provided orally, in hard copy or by some other method.
(a) The Parties shall, and shall cause their respective employees and
subcontractors to, hold all confidential Information in the strictest of confidence at
all times making no use thereof other than in connection with the performance of
their obligations under this agreement. Neither party nor any of its respective
employees or subcontractors shall, without the prior written approval of the other
Party: (i) release any Confidential information to any person other than its
employees or consultants known to need access to such matters in order to perform
their obligations under this contract; or (ii) duplicate or otherwise reproduce any
Confidential Information except as required in connection with the performance of
their obligations. Upon termination of this Agreement both parties shall return all
records and copies of Confidential Information, in whatever form then existing, to
the other Party. The Parties agree to cause each of their respective employees and
subcontractors to execute appropriate confidentiality agreements in order to give
full effect to this clause.
(b) In the event either party or any of its employees or subcontractors is requested
or required (by oral questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or process) to disclose any
Confidential Information, such party shall provide the other party with prompt
notice of any such request or requirement (written, if practicable) so that such may
seek an appropriate protective order or waive compliance with the provisions of
this Agreement. If, failing the receipt of a protective order or of a hereunder, a
party or any of its employees or subcontractors is compelled to disclose
Confidential Information, Such Party or the employee or subcontractors shall
exercise reasonable efforts to obtain assurance that confidential treatment will be
accorded to that portion of the Confidential Information which is being disclosed.

9. Delivery Associate will execute the Data processing work provided by client
through experienced persons.

10. SHORT SUPPLY OF DATA

If the Client fails to provide the data in full or if there is short supply of Data more
than 30% during any month time, then the Delivery Associate shall be
compensated to the extent of 50% payment of such short supply/non supply of
Data. As well as if Delivery Associate fails to complete 60% scheduled data,
remuneration per form is varied according to achieved.

 95.01% - 100% : Form rate will be 23 Inr.

 90.01% - 95% : Form rate will be 20 Inr
 85.01% - 90% : Form rate will be 17 Inr
 80.01% - 85% : Form rate will be 14 Inr
 75.01% - 80% : Form rate will be 11 Inr
 70.01% - 75% : Form rate will be 8 Inr
 60.01% - 70% : Form rate will be 5 Inr
 Below 60 % : Form rate will be 3 Inr

11. The Client must acknowledge the accuracy & completeness of the processed
document file received within a period of Fifteen Working Days from the date of
receipt of the same. In case any document / data is missing; Client must inform
Delivery Associate within Fifteen Working Days, otherwise Client will have to
compensate for delay.

The Delivery Associate must acknowledge the completeness of the Input /

Commercial Data received from the Client within Fifteen Working Days from the
commencement of the work for the Scheduled Data.
The Client shall provide required Technical and Operational support to Delivery
partner. Support shall be made available during the Working Hours (10:30 AM -
7:00 PM) (IST). Any issues or queries raised by the Delivery partner, it should be
resolved in Maximum 72 hour. If any delays in the response, Client shall increase
the Working Days for that 1 Slot (10 seats).

12. TERMINATION

If Delivery Associate fails to submit data as mentioned above in all output on time
or, If Delivery Associate fails to give accuracy as mentioned above in all output
files and fails to get billing even after rework, Client reserves the right to terminate
the 1 Slot (10 seats) . And Client will not be responsible for any further data.

13. This AGREEMENT may be terminated by any of the parties for breach of
understanding on any clauses of this agreement giving 30 days notice to either
party giving appropriate reasons for such termination. With the mutual consent of
both the parties, this AGREEMENT can be terminated at shorter notice, on
termination from either party, for whatever reason, the payments due to Delivery
Associate or Client, for the work accurately done till the date of termination should
be paid as per payment clause of the Agreement.

14. No modification of the terms of this AGREEMENT shall be valid unless it is in

writing and signed by both the parties.
15. Force Majeure

If the rendition of the form filling services is hampered due to earthquake, flood,
tempest, civil riots or Act of God then the Delivery Associate or Client Associate
shall be absolved of its obligations hereunder till normalcy is restored after the
cessation of the aforementioned contingencies. The Delivery Associate or Client
Associate shall likewise be absolved if rendition of the services is hampered due to
a strike called by the data entry operators engaged by the Delivery Associate or
Client Associate, violence or political turbulence or for any other reason of a
similar nature, which is beyond the control of the Delivery Associate or Client
Associate.

16. Waiver

Failure or abstinence by either party at any time to enforce any provision of this
Agreement of their rights hereunder or to require performance of any provision
hereof shall in no way affect the validity of this Agreement or any part hereof or
the right of either party at any time thereafter to enforce its rights hereunder; nor
shall it be taken to constitute a condo nation of that default or any other or
subsequent default.
17. Severability

Unenforceability of any provision of this Agreement shall not affect any other
provisions herein contained; instead, this Agreement shall be construed as if such
unenforceable provision had not been contained herein.

18. Variation

Except as otherwise expressly provided in this Agreement this Agreement may not
be changed or modified in any way after it has been signed, except in writing
signed by or on behalf of both of the Parties.
19. Dispute Resolution & jurisdiction
In the event of any dispute or difference arising between the parties hereto
relating to or arising out of this Agreement, including the implementation,
execution, interpretation, rectification, validity, enforceability, termination or
rescission thereof, including the rights, obligations or liabilities of the parties
hereto, the same will be adjudicated and determined by arbitration. The
arbitration shall be conducted by a panel of two arbitrators one each selected
parties hereto. And both the arbitrators thus appointed shall be appoint the third
arbitrator who shall function as the presiding arbitrator. The arbitration shall be
conducted at DELHI (karkardooma) in the English language. Any arbitration
award shall include attorney’s fees for the prevailing party. The courts in the city
of Delhi shall have exclusive jurisdiction to entertain try and determined any
dispute.

20. Claim

Clearance of provided bank instrument is subject to completeness of data and

accuracy achieved (referred Item No. 5).
21. SYSTEM CONFIGURATION

Minimum 10 systems required for 1 Slot (10 seats)

Dual core+ Upgraded Version

2 GB DDR Ram

80 GB Hard disc

Windows 7 ultimate (32bit)

Internet Connection at least 2 Mbps.

Power backups is required

Client will not demand for any extra investment in terms for system requirement.
Client will provide you the complete software for MORTGAGE DATA ENTRY
PROCESS.
IN WITNESS WHERE OF the parties here to have executed this Agreement with
free consent and without any coercion, undue influence, fraud and
Misrepresentation present these on the date hereinbefore written.

Client: Delivery partner:

M/s Ascent Bpo services Pvt. Ltd. XXXXXXXXXXXXXXX

Authorized Signatory Authorized Signatory