AGREEMENT FOR ARCHITECTURAL SERVICES Page 1 of 13

SERVICE AGREEMENT

THIS SERVICE AGREEMENT ("Agreement"), executed at __________ on the _______________

(hereinafter "the Effective Date")

BETWEEN

XYZ, a private limited company incorporated under the Companies Act, 1956 and having its registered
office at (Address), (hereinafter referred to as the "Call Centre"), which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns)
of the ONE PART,

AND

ABC, a public company within the meaning of the Companies Act, 1956, having its Registered & Corporate
office at (Address) (hereinafter referred to as the "ABC" and which expression shall unless it be repugnant
to the context or meaning thereof be deemed to mean and include its executors and permitted assigns) of
the SECOND PART

(The Call Centre and ABC are hereinafter collectively referred to as "Parties" and individually as "Party").

WHEREAS:

(i) ABC is inter-alia engaged in the business of providing _____________________________.

(ii) ABC is desirous of engaging the services of the Call Centre for the purposes of rendering
telemarketing services for its various products as specified in Annexure C.

(iii) The Call Centre is engaged in the business of running a call center at various locations in the
country and provides support facilities in the nature of telemarketing and other support services
relating to telemarketing to various companies across the India and has represented to ABC that it
has the requisite skill, knowledge, experiences, expertise, infrastructure and capability to carry out
the Lead generation functions and possesses requisite Telephonic contact skills and customer
interaction knowledge to perform the functions in terms of this Agreement and Call Centre has
offered ABC its services.

(iv) Relying on the representations made by the Call Centre, ABC has agreed to accept the offer of
the Call Centre and agree to appoint the Call Centre for carrying out the services as more
particularly described in this Agreement on the terms and conditions contained herein below.

(v) The Parties hereto wish to record the said terms and conditions in writing.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:

DEFINITIONS;
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1) Telemarketing Services: shall mean to include validating data bases provided by ABC and
generating a referral therefrom.

2) Products shall mean and include ABC's products more particularly described in Annexure C.

3) Work Stations: The Work Stations shall have meaning as more particularly described in
Annexure A

1. SCOPE OF SERVICE

The services to be provided hereunder by the Call Centre are more particularly described in Annexure A
annexed hereto.

2. TERM

This Agreement shall come into force on the Effective Date and shall be in force and effect till
_______________ unless either Party terminates the Agreement by giving a prior written notice of one
(1) month to the other Party or as under the terms provided hereunder. The Parties can renew or enter
into another agreement or may on or prior to the expiry of the term aforementioned, mutually agree in
writing to extend this Agreement for a further period/s of such duration as agreed by the Parties.

3. CONSIDERATION

ABC shall pay consideration to the Call Centre for the services rendered, on terms as more particularly
described in Annexure B annexed hereto. All payments shall be made subject to deduction of all applicable
taxes. The Call Centre shall be solely liable for the payment of all central, state and local levies, 'taxes,
duties, fines' and penalties (including without limitation service tax, sales taxes, value added taxes, excise
duties and customs duties, if any), by whatever name called, as may become due and payable in relation
to the services.

4. REPRESENTATIONS AND WARRANTIES BY THE CALL CENTRE

The Call Centre hereby represents and warrants that:

(a) It is in good standing and that it has full authority to enter into this Agreement and subject to
obtaining the necessary approvals under the applicable law, to perform its obligations hereunder
according to the terms hereof.

(b) It shall take adequate precautions not to breach the privacy of potential customers of ABC, or
any third parties during the course of performance of its obligations herein.

(c) It has full power and authority to enter into this Agreement and to take any action and execute
any documents required by the terms hereof; and that this Agreement, entered into has been duly
authorized by all necessary authorization proceedings, has been duly and validly executed and
delivered, and is a legal, valid, and binding obligation of, enforceable in accordance with the terms
AGREEMENT FOR ARCHITECTURAL SERVICES Page 3 of 13

hereof; and that the executants of this Agreement are duly empowered and authorized to execute
this Agreement and to perform all its obligations in accordance with the terms herein.

(d) No consent, approval, authorization, order, registration or qualification of, or with, any court or
regulatory authority or other governmental body having jurisdiction over the Call Centre, the
absence of which would adversely affect the legal and valid execution, delivery and performance of
this Agreement or the documents and instruments contemplated hereby, is required.

(e) Neither the execution nor delivery of this Agreement, the consummation of the transactions
contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this
Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or
provisions of any legal restriction (including, without limitation, any judgment, order, injunction,
decree or ruling of any court or governmental authority, or any federal, state, local or other law,
statute, rule or regulation) or any covenant or agreement or instrument to which it is a party, or by
which the Call Centre or any of the property of the Call Centre is bound, nor does such execution,
delivery, consummation or compliance violate or result in the violation of its constitutional
documents.

5. COVENANTS OF THE CALL CENTRE

a) The Call Centre shall deploy and engage suitably experienced and competent personnel as may
reasonably be required for the performance of the services.

b) The Call Centre shall withdraw or bar any of its employee/s from the provision of the services if,
in the sole opinion of ABC:

(i) The quality of services rendered by the said employee is not in accordance with the
quality specifications stipulated by ABC; or

(ii) The engagement or provision of the services by any particular employee is prejudicial to
the interests of ABC.

c) All employees engaged by the Call Centre shall be in sole employment of the Call Centre and the
Call Centre shall be solely responsible for their salaries wages statutory payments etc. That under
no circumstances shall ABC be liable for any payment or claim or compensation (including but not
limited to compensation on account of injury/death/termination) of any nature to the employees
and personnel of the Call Centre.

d) The Call Centre:

(i) shall be responsible for all negotiations with personnel relating to salaries and benefits,
and shall be responsible for assessments and monitoring of performance and for all
disciplinary matters.

(ii) shall not knowingly engage any person with a criminal record/conviction and shall bar
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any such person from participating directly or indirectly in the provision of services under
this Agreement.

(iii) shall at all times use all reasonable efforts to maintain discipline and good order
amongst its personnel.

(iv) shall not exercise any lien on any of the assets, documents, instruments or material
belonging to ABC and in the custody of the Call Centre for any amount due or claimed to be
due by the Call Centre from ABC.

(v) shall regularly provide updates to ABC with respect to the provision of the services and
shall meet with the personnel designated by ABC to discuss and review its performance at
such intervals as may be agreed between the Parties.

(vi) shall be responsible for compliance of all laws, rules, regulations and ordinances
applicable in respect of its employees, subcontractors and agents (including but not limited
to Minimum Wages Act, Provident Fund laws, Workmen's Compensation Act) and shall
establish and maintain all proper records including, but not limited to, accounting records
required by any law, code, practice or corporate policy applicable to it from time to time,
including records and returns as applicable under labour legislations.

(vii) shall not violate any proprietary and intellectual property rights of ABC or any third
party, including without limitation, confidential relationships, patent, trade secrets,
copyright and any other proprietary rights in course of providing services hereunder.

(viii) shall ensure that the materials and services to be delivered or rendered hereunder, will
be of the kind, quality and timeliness designated as per the Quality and Annexure Standards
designated by ABC and communicated to the Call Centre from time to time.

(ix) shall not work in a manner which, in the reasonable opinion of ABC, may be detrimental
to the interests of ABC and which may adversely effect the role, duties, functions and
obligations of the Call Centre as contemplated by this Agreement.

e) That the Call Centre shall be liable to ABC for any and all loss and expenses of any nature
whatsoever arisen directly or indirectly by negligence, dishonest, criminal or fraudulent act of any
of the representatives and employees while providing the services to ABC.

f) The Call Centre shall keep and hold ABC indemnified and harmless against any cost any
expenses which may be incurred or suffered by ABC due to loss of data by the Call Centre or any of
its employees / agents and the Call Centre shall be liable for any such cost and expenses.

g) The Call Centre shall itself perform the obligations under this Agreement and shall not assign,
transfer or sub-contract any of its rights and obligations under this Agreement except with prior
written permission of ABC.
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6. TRAINING

ABC will undertake to train all telesales personnel of the Call Centre providing service support to ABC in
telesales activity. ABC shall also provide training to all new recruits who have been recruited for rendering
the service support to the ABC promotional exercise as and when they join.

7. CONFIDENTIALITY

(a) All ABC product and process details, documents, data, applications, software, systems, papers,
statements and business/customer information (hereinafter referred to as 'Confidential
Information') which may be communicated to the Call Centre and /or its employees shall be
treated as absolutely confidential and the Call Centre irrevocably agrees and undertakes and
ensures mat the Call Centre and its employees shall keep the same secret and confidential and not
disclose the same, in whole or in part to any third party without the prior written permission of ABC
nor shall use or allow to be used any information than as may be necessary for the due
performance of the Call Centre obligation hereunder. The Call Centre hereby specifically agrees to
indemnify and keep ABC indemnified safe and harmless at all times against all or any
consequences arising out of any breach of this undertaking by the Call Centre and/or its employees
and shall immediately reimburse and pay to ABC on demand all damages, loss, cost, expenses or
any changes that ABC may suffer, incur or pay in connection therewith.

b) The Call Centre agrees to take all necessary action to protect the Confidential Information
against:

i) misuse, loss, destruction, deletion and/or alteration-

ii) Not to misuse or permit misuse directly or indirectly, commercially exploit the
Confidential Information for economic or other benefit.

c) Not to make or retain any copies or record of any Confidential Information submitted by ABC
other than as may be required for the performance of the Call Centre's obligation under this
Agreement.

d) Notify ABC promptly of any unauthorized or improper use or disclosure of the Confidential
Information.

e) Return all the Confidential Information that is in the custody of the Call Centre upon
termination/expiry of this Agreement.

f) The Call Centre hereby unconditionally agrees and undertakes that it shall not and that its
employees shall not disclose the terms and conditions of this Agreement or disclose the information
submitted by ABC under this Agreement to any third party unless such disclosure is required by law
or for the purpose of any performing the Call Centre's obligations under this Agreement.
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g) It shall be the incumbent duty of the Call Centre to undertake not to disclose any business
related information of ABC to any third person and the Call Centre shall keep all knowledge of the
business activities and affairs of ABC strictly confidential and also to ensure that neither the Call
Centre nor any of its officers, employees directly or indirectly assist any third person with the
promotion of activities which may be prejudicial to the interest or in competition to the activities of
ABC.

h) The provisions of this Clause shall survive the termination of this Agreement.

8. INDEMNITY

a) The Call Centre shall, at its own expense, indemnify, defend and hold harmless ABC and its
officers, directors, employees, representatives, agents respective directors, and assigns from and
against any and all liability (including but not limited to liabilities, judgments, damages, losses,
claims, costs and expenses, including attorneys fees and expenses) any other loss that may occur,
arising from or relating to:

(i) a breach, non-performance or inadequate performance by the Call Centre of any of the
terms, conditions, covenants, representations, undertakings, obligations or warranties under
this Agreement;

(ii) the acts, errors, representations, misrepresentations, willful misconduct or negligence of

the Call Centre, its employees in performance of its obligations under this Agreement; or

(iii) any deficiency in the services of the Call Centre.

b) With prejudice to other rights and remedies available to ABC, ABC shall be entitled to set-off or
adjust any amounts due to ABC under this clause from the Call Centre against payments due and
payable by ABC to the Call Centre for the services rendered.

c) Provided that the provisions of this Clause shall survive the termination of this Agreement.

9. CORPORATE AUTHORITY

The Parties represent that they have taken all necessary corporate action to authorize the execution and
consummation of this Agreement and will furnish satisfactory evidence of same upon request.

10. LAW AND ARBITRATION

(a) The provisions of this Agreement shall be governed by and, construed in accordance with the
Indian law.

(b)

i. Any dispute, controversy or claims arising out of or relating to this Agreement or the
breach, termination or invalidity thereof, shall be settled by arbitration in accordance with
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the provisions of the Indian Arbitration and Conciliation Act, 1996.

ii. The dispute, controversy or claims arising out of or in connection with the Agreement
shall be referred to two (2) arbitrators, one (1) to be appointed by each party and such
arbitrators shall then appoint a third arbitrator.

iii. The place of arbitration shall be ___________ and any award whether interim or final,
shall be made, and shall be deemed for all purposes between the parties to be made, in
___________.

iv. The arbitral procedure shall be conducted in the English language and any award or
awards shall be rendered in English. The procedural law of the arbitration shall be the
Indian law.

v. The award of the arbitrator shall be final and conclusive and binding upon the Parties,
and the Parties shall be entitled (but not obliged) to enter judgment thereon in any one or
more of the highest courts having jurisdiction. The Parties further agree (to the maximum
extent possible and allowed to them) that such enforcement shall be subject to the
provisions of the Indian Arbitration and Conciliation Act, 1996 and neither Party shall seek
to resist the enforcement of any award in India on the basis that award is not subject to
such provisions.

vi. The rights and obligations of the Parties under, or pursuant to, this Clause, including the
arbitration agreement in this Clause, shall be under the exclusive jurisdiction of the courts
located at Mumbai.

11. LIMITATION OF LIABILITY

Under no circumstances shall ABC be liable to the Call Centre for direct, indirect, incidental, consequential,
special or exemplary damages arising from termination of this Agreement, even if ABC has been advised
of the possibility of such damages, such as, but not limited to, loss of revenue or anticipated profits or lost
business.

12. PUBLICITY

The Call Centre shall not use the name and/or trademark/logo of ABC, its group companies or associates
in any sales or marketing publication or advertisement, or in any other manner without prior written
consent of ABC.

13. INDEPENDENT ARRANGEMENT

This Agreement is on a principal-to-principal basis between the Parties hereto. Nothing contained in this
Agreement shall be construed or deemed to create any association, partnership or joint venture or
employer-employee relationship or principal-agent relationship in any manner whatsoever between the
parties. The Call Centre acknowledges that its rendering of services is solely within its own control, subject
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to the terms and conditions agreed upon and agrees not to hold itself out to be an employee, agent or
servant of ABC or Affiliate thereof.

14. RECORDS, INSPECTION AND RIGHT TO AUDIT

a) That the Call Centre shall disclose to ABC all information with regard to the services and the
activities performed by the Call Centre in relation to this Agreement and make available all records,
data and information relating thereto as and when desired by ABC.

b) That the Call Centre shall permit designated employees/representatives of ABC to enter upon
the premises of the Call Centre, where the records relating to the services are kept by the Call
Centre for the inspection of all such documents and records including but not limited to the
computer system and any other related information which may be required by ABC, as and when
required by ABC.

c) That the Call Centre shall keep complete and accurate account of all records in relation with this
Agreement in the manner and form stipulated by ABC. The Call Centre forthwith upon being
required by ABC permit inspection, audit or permit taking copies of the records of the Call Centre
which are relevant to this Agreement. The Call Centre shall co-operate in good faith with ABC to
correct-any practice, which are found to be deficient during the audit within a reasonable time after
receipt of the audit report from ABC. If the audit/inspection discovers discrepancies or excess
payment or over charging on account of incorrect billing raised by the Call Centre then upon
completion of such audit or review the Call Centre shall reimburse ABC for discrepancies or over
charges as the case may be.

15. TERMINATION

(a) Notwithstanding anything herein contained, either Party may at any time, by notice in writing,
terminate this Agreement under any one or more of the following conditions:

i) In the event of default of performance of any of the services as specified under Annexure
A of this Agreement or the service provided herein is in contravention of any law, as may be
applicable from time to time, or industry practice, or under the circumstances which would
amount to objectionable service;

ii) If either Party fails to perform and observe any of their obligations under this Agreement;

iii) If a petition for insolvency is filed against any Party and such petition is not dismissed
within ninety (90) days after filing and/or if any Party makes an arrangement for the benefit
of its creditors or, if the Court Receiver is appointed as receiver of all/any of any Party's
properties.

(b) It is hereby agreed and understood by the Parties that the provisions of this Clause shall not
limit or restrict nor shall they preclude any Party from pursuing such further and other legal
AGREEMENT FOR ARCHITECTURAL SERVICES Page 9 of 13

actions, against the other Party for any breach or noncompliance of the terms of this Agreement.

(c) In the event that this Agreement is terminated for any reasons, either Party shall forthwith
hand over to the other the possession of all documents, material and any other property belonging
to the other that may be in the possession of the Party or any of its employees, agents or
individuals assigned to perform the services under this Agreement.

(d) In the event of any notification / circular / guideline issued by the Insurance Regulatory and
Development Authority (IRDA) or any other regulatory authority restraining the company from
availing the services under this agreement, ABC shall be liable to terminate the agreement
forthwith, without assigning any reasons thereof.

16. LABOUR ENACTMENT

The Call Centre hereby represents, warrants and confirms to ABC that it has complied with all the laws
including labour enactment, rules, authorizations issued by the Central, State and local authorities and
taken all required permissions for performing under this Agreement.

17. FORCE MAJEURE

The Parties shall not be liable for any failure to perform, any of its obligations under this Agreement if the
performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case
its obligations shall be suspended for so long as the Force Majeure Event continues (provided that this
shall not prevent the accrual of interest on a principal amount which would have been payable but for this
provision). Each party shall promptly inform the other of the existence of a Force Majeure Event and shall
consult together to find a mutually acceptable solution.

"Force Majeure Event" means any event due to any cause beyond the reasonable control of the Party,
including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion,
acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of
government.

18. MISCELLANEOUS

(a) Any provision of this Agreement may be amended or waived if, and only if such amendment or
waiver is in writing and signed, in the case of an amendment by each Party, or in the case of a
waiver, by the Party against whom the waiver is to be effective.

(b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.

(c) The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns.
AGREEMENT FOR ARCHITECTURAL SERVICES Page 10 of 13

(d) Unless otherwise provided herein, all notices or other communications under or in connection
with this Agreement shall be given in writing and may be sent by personal delivery or post or
courier or facsimile. Any such notice or other communication will be deemed to be effective if sent
by personal delivery, when delivered, if sent by post, two days after being deposited in the post
and if sent by courier, one day after being deposited with the courier, and if sent by facsimile,
when sent (on receipt of a confirmation to the correct facsimile number).

(e) This agreement supercedes all previous arrangements / understanding in respect of the
services being rendered by Call Centre.

The addresses referred to hereinabove are:

If to ABC:

Address

Facsimile number: __________________

ATTN: Name

If to the XYZ:

(Address)

Facsimile number:____________________

ATTN: _________________________________

(f) This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all prior written agreements, understandings and
negotiations, both written and oral, between the Parties with respect to the subject matter of this
Agreement. No representation, inducement, promise, understanding, condition or warranty not set
forth herein has been made or relied upon by any Party hereto.

(g) Neither this Agreement nor any provision hereof is intended to confer upon any Person other
than the Parties to this Agreement any rights or remedies hereunder.

(h) In connection with this Agreement, as well as all transactions contemplated by this Agreement,
each Party agrees to execute and deliver such additional documents and to perform such additional
actions as may. be necessary, appropriate or reasonably requested to carry out or evidence the
transactions contemplated hereby,

(i) The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not
effect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction
or the validity, legality or enforceability of this Agreement, including any such provision, in any
other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be
AGREEMENT FOR ARCHITECTURAL SERVICES Page 11 of 13

enforceable to the fullest extent permitted by law.

(j) The captions herein are included for convenience of reference only and shall be ignored in the
construction or interpretation hereof.

(k) This Agreement together with all Annexures hereto forms a single Agreement between the
Parties hereto.

(l) This Agreement has been signed in duplicate, each of which shall be deemed to be an original.

(m) Neither Party may assign, in whole or in part, the benefits or obligations of this Agreement to
any other person without the prior written consent of the other Party, such consent not to be
unreasonably withheld. Provided that ABC may assign any of its obligations hereunder to any of its
Affiliates without the prior consent of the Call Centre.

IN WITNESS WHEREOF, this agreement has been executed by the Parties hereto on the day and year first
above written.

Signed and Delivered by XYZ, the within named XYZ, by the hand of_______________________,
its authorized official in the presence of:

1) ____________________________;

2)____________________________.

Signed and Delivered by ABC, the within named ABC by the hand of (Name), its authorized official
in the presence of:

2) ________________________.

Annexure A

• To provide _____ workstations in their office Premises situated at (Address) of good quality
confirming to the standards acceptable for performing tele-marketing activity. In case the number
of workstations is required to be increased or decreased, the decision of ABC shall be final and
communicated in writing to the Call Centre.

• To make provision for Networked Personal Computers with a server set-up on LAN of requisite
configuration confirmed by ABC's technical team along with the appropriate and functional
headsets and dial-pads. The above equipment would be supported by power back up to ensure
____ uptime.

• The Call Centre shall endeavor to :

(a) Provide one telephone line per workstation with at least one back up telephone line to
carryout the outbound calling activity,
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(b) Recruit and manage telecallers who will be available for carrying out telecalling activity
exclusively for ABC and such telecallers would turn-in the requisite productivity as discussed
and agreed in writing between the Call Centre and ABC in line with the campaign/promotion
plan of ABC, which needs service support.

• The Call Centre shall provide one service support supervisor for the workstations to monitor the
productivity of each workstation. The supervisor shall exclusively cater to the requirements of ABC
Telemarketing activity. It is mutually agreed, one supervisor shall be responsible to monitor the
team of ten telesales service support personnel.

• The Call Centre shall work in one shift of ___ hours. The call centre will be operational ___ days
in a week.

• The Call Centre shall provide the sales related information in the format as desired by ABC.

• The Call Centre to ensure minimum of _____ calls in a shift.

• The productivity expectation shall vary from product to product and before start of every new
sales campaign, the productivity norms will be clearly laid down and agreed upon by ABC for a
particular campaign in writing and the same will be signed by both the parties. The copy of these
productivity parameters will be submitted along with the Invoice forwarded to ABC for payment.

• ABC shall ensure that its employees will do the sales confirmation and closure call for all referrals
generated.

Annexure B

Remuneration Structure

• The service fee paid to the call center is ________ per month per workstation.

• For the purpose of billing, the workstation is defined as a desk along with a dedicated telephone
line staffed by a Telemarketing Executive for at least 8 hours in a day.

• They are paid a performance bonus on the monthly basis as per the following table with an inbuilt
penalty clause for underperformance.

Percentage of Effective Calls Incremental Payout Per Workstation

_________
_________ _________
_________ _________
_________ _________
_________ _________
_________ _________
_________ _________
_________ _________

An effective call will be defined as a non duplicated call where the TSR has made contact with the
customer and validated his/her phone number and address.

• In addition to the service fee per workstation, they are reimbursed for the actual business
expenses incurred like courier and postage, telecom expenses, stationary, employee welfare,
recruitment expenses etc.

• The Call Centre will submit one consolidated bill for marketing service charges for carrying out
the above mentioned activities. The bill will be submitted on monthly basis latest by 10th of the
next following month during which the services have been provided or expenses incurred on behalf
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of ABC.

• ABC will make the payment within thirty days after the submission of the Invoice by Call Centre
giving complete breakup of the sales details and activity for which the Invoice has been raised on
ABC. The payment will be made only after the Invoice has been duly approved by ABC
representative. The details required for processing the invoice is as follows :

a) Name of each of the Telecaller

b) The City

c) Period of the Invoice

d) Amount of the Invoice

e) Number of leads generated

• All service charges and reimbursements for the services to be rendered by the Call Centre will be
inclusive of the services and uses taxes as arising out of or in relation to any services under this
agreement and shall be made in full after withholding / deduction of any taxes, charges or other
amounts imposed by any government or any political subdivision or taxing authority thereof.

The service charges levied by the Call Centre on the services provided to ABC will be reviewed and
approved by ABC's authorized representative.

Annexure C

The products of ABC for which leads are to be generated are as specified herein below:

•A

•B

•C

•D

•E