Business Associate Agreement

This Business Associate Agreement (“Agreement”) is entered into, as of the Effective Date
Jun 20, 2022, by and between

JUBILANT FOODWORKS LIMITED, a Company incorporated under the Companies Act

1956 and having its Registered Office at Plot No. 1A, Sector 16A, Noida UP 201301,
Corporate Office Logix Techno Park, 5th Floor, Tower D, Sector 127, Noida U.P. 201304,
hereinafter referred to as the “JFL/Company” (which expression unless repugnant to the
context and/or meaning thereof include its successors-in-interest and permitted assigns) of
the FIRST PART;

And

RITESH DASS, an Indian Inhabitant, 25 years old, s/o MR-ROBIN KUMAR R/o - 0
(hereinafter referred to as “Business Associate” which expression shall include its legal
representatives, successors and assigns) of the OTHER PART .

This Agreement permits the Business Associate to deliver pizzas pursuant to an intimation
and directions provided by the Company referencing this Agreement

Based on the representations submitted by the Business Associate, JFL is willing to engage
the Business Associate purely on need basis for limited purpose and the Business Associate
is willing to provide the same on such terms and conditions as agreed herein below. The
Company however does not guarantee any minimum days/hours/pieces of works/Run
under the engagement with the company.

This Agreement shall be subject to the verification of the credentials, testimonials and other
particulars of the Business Associate as mentioned at the time of signing the Agreement. In
case it comes to the notice of the Company that the particulars and declarations given by the
Business Associate are false, the agreement shall be deemed to be automatically
cancelled/terminated.

It is agreed between the parties that the Business Associate is an independent partner and
there is no employer - employee relationship between the company and the Business
Associate.

Benefits if, any, are being or as may be given to the Business Associate are absolutely at the
discretion of the company as a measure of welfare and abundant caution without prejudice
to the fact that there is no employer – employee relationship as aforesaid.

The Services provided by the Business Associate to JFL will be subject to the terms and
conditions of this agreement, together with its attachments, including the General Terms
and Conditions, Rates Per Run and any other Appendices (together, this “Agreement”).

By signing this agreement, the Business Associate confirms that the Company that the
Business Associate does not have any contractual commitments or other legal obligations

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that would prohibit the Business Associate from performing the duties for the Company
under this Agreement.

For JFL For Business Associate

Jubilant FoodWorks Ltd
By the hand of its Authorized Signatory By the hand of its Authorized
Signatory

Signature :

Ravi Shankar Singh – RHR North Name:

Senior Manager - HR Title:

In the presence of In the presence of

Witness 1: Witness 1:

Signature: Signature:
Name: Name:
S/o / W/o: S/o / W/o:
Residence Address: Residence Address:

Enclosures:
► Copy of this letter with all appendices for you to sign and return
► Appendix A – General terms and conditions
► Appendix B – Rates Per Run

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 APPENDIX I
GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

(i) “ Applicable Laws” shall mean and include any law, statute, ordinance, rule,
regulation, guideline, policy or other pronouncement having the effect of law in
India, as in effect or which may come in effect on a future date;
(ii) “Business Associate” shall mean an individual who shall provide delivery
services on need basis to JFL in accordance with pay per run and who has signed
the agreement for being a Business Associate.
(iii) “ Company” or “ Jubilant” or “JFL “ shall mean Jubilant FoodWorks Limited, a
company incorporated under the Companies Act 1956 and having its Registered
Office at Plot No. 1A, Sector 16A, Noida UP 201301, Corporate Office Logix
Techno Park, 5th Floor, Tower D, Sector 127, Noida U.P. 201304, hereinafter
referred to as the “JFL”, which expression shall, unless it be repugnant to the
context or meaning thereof, be deemed to mean and include all our successors,
affiliates and permitted assigns;
(iv) “Customer” shall mean the customer of the Company.
(v) “One run” means picking up parcel from Restaurant and delivering to one or
more customer in the same trip on the same route.

2. TERMS OF THE SERVICES

(i) The Business Associate is required to apply and maintain the highest standards
of personal conduct and integrity and comply with all company policies, rules
and regulations as in vogue from time to time
(ii) The Company may require the services for other department, branch,
establishment or unit of the organization or any other subsidiary, associate
company or establishment, whether existing or acquired later, of the same
promoters or under the same management anywhere in India. The Business
Associate agrees to serve any such requirement, if needed.
(iii) Business Associate will be provided with the company’s uniform, which shall be
maintained by the Business Associate in proper condition. On termination of this
agreement, the Business Associate will immediately deposit the uniform with the
reporting manager i.e. GDM or with HR dept.
(iv) Business Associate will not use the Company provided uniform or any other
object carrying the company logo, for any purpose other than for representation
of the company during or after the office hours
(v) Business Associate will adhere to and comply with the safety and hygiene norms
set by the Company from time to time.
(vi) While rendering services to the Company, the Business Associate is free to
engage in other employment, consulting, or other business activity as long as it
does not create a conflict of interest with the Company’s business.

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3. BUSINESS ASSOCIATE RESPONSIBILITIES

(i) The Business Associate shall ensure that the Vehicle used to perform services
under the agreement is well maintained and in good condition so that there are
no delays in rendering the Services.
(ii) The Business Associate shall hold and possess a valid driving license, which in
subsistence throughout the Term of this Agreement. Copy of the driving license
shall be submitted to JFL.
(iii) During the course of this Agreement, the Business Associate shall conduct
himself with honesty, discipline and in accordance with the policies and
instructions of the Company, whether presently in force or adopted in the future,
including but not limited to safety, driving rules, etc.
(iv) Business Associate shall not commit fraud / do any fraudulent orders while
providing Services, to gain undue advantage.
(v) Business Associate agrees and acknowledges that in case the Company believes
that the Business Associate commits fraud in regards to order placement and
delivery of the same, the Company shall, in addition to its right to terminate the
Agreement, in its sole discretion reserve the right to deduct the undue gain made
by the Business Associate through the fraudulent orders from the payout
including incentives, if any.
(vi) At no time whatsoever shall the Business Associate tamper, alter the quality,
damage, open or do anything to the goods specified for delivery that it is not
specifically permitted to do. In case the Business Associate is held guilty of
tampering, damaging or opening the Goods, the Company shall have the option
to recover its loss, if any, from the Commission payable to the Business Associate,
in addition to take appropriate action under Applicable Law.
(vii) The Business Associate shall execute the Delivery Services by himself and shall
not delegate the same to any individual or third party.

4. INDEMNIFICATION & LIABILITY

(i) The Business Associate shall be solely liable for any and all accidents/incidents
involving the Vehicle, while providing the Delivery Services when the Business
Associate has behaved in a negligent manner. The Company shall not be held
liable for any such accidents/ incidents involving the Business Associate.
(ii) The Business Associate agrees and undertakes to indemnify and to hold harmless
the Company its affiliates, successors, agents, assigns, and each of their directors,
officers, Business Associates, associates, agents, and representatives or any third
party from and against any losses, damages, liability, claims, costs, penalty and
expenses (including, without limitation, reasonable attorneys’ fees) incurred by
reason of (i) any breach or alleged breach by the Business Associate in
performance of or observance of obligations ,functions, responsibilities,
representations, or warranties under this Agreement; (ii) any violation of the
Company’s policies; (iii) any act or omission that causes or may cause harm to
the reputation and goodwill of the Company; (iv) any claim of violation of
intellectual property of the Company or any third party by your usage of

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 Intellectual Property Rights in a manner not permitted under this Agreement; (v)
Business Associate misconduct or unauthorized access or use of the customer
data or by the transferring of such data to any third party or unauthorized
disclosure or use of Confidential Information of the Company; (vii) any act of
theft, fraud, negligence and misconduct by the Business Associate; (viii) any
damage to JFL or customer’s property or any asset; and (ix) any misbehavior
towards the customers or Company and its Business Associates or tampering
with the Goods while performing the Delivery Services.
(iii) Business Associate shall be liable to indemnify and hold Company harmless
against all damages, losses, costs and expenses incurred by Company as a
consequence of any complaint from any customer received by Company with
respect to any error or deficiency in the Delivery Services.
(iv) In addition to the indemnification rights of Company under this Agreement, the
Company shall also be entitled to such other remedies available under
Applicable Laws for breach of contract where time is of essence.
(v) In no event will the Company be liable for any losses arising from or in
connection with this Agreement, pursuant to any claim by the Business Associate
against Company under contract, tort or otherwise, if such losses could have
been avoided by the Business Associate using reasonable efforts to mitigate them.
Further, the Company shall also not be liable to the Business Associate in
contract, tort or otherwise for indirect, special, incidental, exemplary, punitive, or
consequential damages of any kind whatsoever even if advised of the possibility
of such damages.
(vi) Notwithstanding anything contrary contained elsewhere in the Agreement, the
total cumulative liability of the Company to the Business Associate or to any
person claiming under contract, tort, or otherwise, shall not exceed an amount
equivalent to the amount to the Business Associate in the previous month/week
(as applicable) of such incident.
(vii) Business Associate using own vehicle agrees to ensure that vehicle insurance is
duly maintained and shall be liable for any insurance or third party claims
arising out of an accident.

5. INTELLECTUAL PROPERTY RIGHTS

(i) The Business Associate hereby agree that all Intellectual Property Rights shall
be in absolute ownership, possession and control of Company and the Business
Associate is only permitted to use such Intellectual Property Rights in
connection with this Agreement or as are specifically permitted by the
Company.
(ii) Notwithstanding anything contained in this Agreement, in the event the
Business Associate uses the Intellectual Property Rights in such manner so as to
license, sub-license, create derivative Intellectual Property Rights, use it
otherwise not being in connection with this agreement, the same shall
constitute a breach of this Agreement and the Company reserves its rights to
resort to legal proceedings against the Business Associate for recovering
damages and losses suffered or likely to be suffered

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6. CONFIDENTIALITY

a) Definitions:
i. “Confidential Information” includes any and all non-public information
whether disclosed before or after the Effective Date that may be in written,
representational, electronic, verbal or any other tangible or intangible form:
a. relating directly or indirectly to the present or potential business, operation
or financial condition of or relating to JFL whether shared by JFL or has come
in the knowledge of Business Associate anytime during the course of
business which is not generally known by third parties;

b. including but not limited to any information identified as being proprietary

and/or confidential business and/or strategic plans, expansion plans,
networking plans, recipes, permutation and combinations of recipes, recipe’s
mix/ blend, any part of recipe mix, research and technologies; development,
manufacturing, marketing, sales or distribution of products goods or
services; know-how and intellectual property; , lists and identities of actual
or potential contractors, clients, customers, agents, vendors, distributors or
suppliers; partners, collaborators, lenders including prospective lenders,
merchant bankers, legal advisors, auditors, credit rating agencies, potential
investors, insolvency professionals or other advisors, Business Associate or
consultants, Business Associate related information, proprietary, technical,
financial, presentation, compensation and benefit data, and any technical or
non-technical data, formulae, patterns, compilations, programs, devices,
methods, techniques, know-how, drawings, designs, processes, procedures,
inventions, improvements, models, manuals or financial data or any other
information, related to the JFL’s business;

c. any information identified as Unpublished Price Sensitive Information

(“UPSI”) ( as defined herein);

d. information received from a third party in relation to paragraphs (a), (b) and
(c) above are under an obligation of confidentiality;

e. all notes, analysis, compilations, summaries, excerpts, abstracts,

modifications, translations, enhancements and adaptations and other records
based on or incorporating any information referred to in paragraph (a), (b)
and/or (c) above;

f. the existence and contents of this Agreement and the existence and contents
of the correspondence and/or discussions between the JFL and the Business
Associate or any of its Representatives in connection with Business
Associate’s obligations under this Agreement; and

g. All copies of the information, notes and other records referred to in either of
paragraphs (a), (b), (c), (d), (e) or (f) above.

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 h. However the following is excluded from the definition of Confidential
Information: any such information which: (i) is approved for release by the
prior written authorization of JFL (ii) is already known to the public before
the disclosure (through no act or omission of Business Associate in violation
of Agreement); (iii) is lawfully acquired by the Business Associate from an
independent source having no obligation to maintain the confidentiality of
such information; (iv) was known to the Business Associate prior to its
disclosure under this Agreement or any other agreement entered between
the parties; (v) was or is independently developed by the Business Associate
without breach of this Agreement; or (vi) is required to be disclosed by
governmental or judicial order or to comply with applicable laws,, in which
case the party so required shall give the other party prompt written notice
sufficient to allow JFL or any of its Affiliate to seek a protective order or
other appropriate remedy where possible, and use reasonable efforts to
ensure that such disclosure is accorded confidential treatment and also to
enable such other party to seek a protective order or other appropriate
remedy at such other party's sole costs.

ii. “Generally Available” information shall mean information that is accessible to

the public on a non-discriminatory basis. Information available on the websites of
the Stock Exchanges would ordinarily be considered as generally available.

iii. “Immediate Relative” in respect of a person shall mean spouse of a person, and
includes parents, sibling and children of such person or of the spouse, any of
whom is either financially dependent on such person, or consults such person in
taking decisions relating to the Trading in the Securities of JFL.

Provided, however, that spouse shall be presumed to be an “Immediate

Relative”, unless the presumption is rebutted.

iv. “Legitimate Purpose” the term shall include sharing of the UPSI in the ordinary
course of business with JFL’s partners, collaborators, lenders including
prospective lenders, customers, suppliers, merchant bankers, legal advisors,
auditors, credit rating agencies, potential investors, insolvency professionals or
other advisors, Business Associate or consultants, provided that such sharing has
not been carried out to evade or circumvent the prohibitions of the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
amendments and regulations thereof.

v. “Securities” shall have the meaning ascribed to the term under the Securities
Contract (Regulation) Act, 1956 and shall include derivatives, if any, of the shares
and securities of JFL, provided that trading in such derivatives is permitted by
any law for the time being in force.

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 vi. “Trading in Securities” shall mean and include subscribing, buying, selling,
dealing or agreeing to subscribe, buy, sell or deal in any securities of JFL by any
person and the word “Trade” shall be construed accordingly.

vii. “Unpublished Price Sensitive Information” or “UPSI” shall mean any

information relating to JFL or its Securities, directly or indirectly, that is not
generally available and which upon becoming Generally Available, is likely to
materially affect the price of the Securities of JFL and shall, ordinarily include but
not restricted to, information relating to the following:
1. Financial Results;
2. Dividends;
3. Change in capital structure;
4. Merger, de-merger, acquisition, delisting, disposal and expansion of
business and such other transactions; and
5. Changes in key managerial personnel.

b) Business Associate agrees and undertakes that such information is to be considered

JFL proprietary information and property.

c) The Business Associate shall treat such information provided or disclosed by JFL or
developed therefrom with the same degree of care it would apply to its own
Confidential and Proprietary Information, but in all cases with at least a reasonable
degree of care.

d) The Business Associate agrees that during the term of this Agreement it shall;

(i) only disclose Confidential Information on a need to know basis, provided.

(ii) ensure that Business Associate representatives are aware of and comply with the
obligations of confidentiality prior to any disclosure;

(iii) not disclose any Confidential Information to any third party without the prior
written consent of JFL. Provided that the aforesaid disclosure shall not be
applicable and shall impose no obligation on the Business Associate with respect
to any portion of information disclosed pursuant to the requirements of any
statute/ law or a court/ tribunal order but with the prior written intimation to JFL
along with a copy of such order/notice and other sufficient details immediately
upon receipt of such orders in order to permit JFL to make an application for an
appropriate protective order and provide such information/documents as may be
advised by JFL in writing;

(iv) In the event it is aware of a suspected leak or a leak of Confidential Information,

it shall inform JFL within 24 (twenty four) hours of it first gaining knowledge of
such suspected leak or leak.

e) The Business Associate further undertakes that it shall comply with the Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and

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 any modifications thereof, as also, its own internal Code of Conduct(s) in line with
the regulations prescribed by Securities and Exchange Board of India, from time to
time. In reference to the aforementioned compliances, Business Associate undertakes
to maintain confidentiality of the UPSI. It shall not communicate, provide or allow
access to such UPSI to any person except where such communication is in
furtherance of the Legitimate Purpose, performance of duties or discharge of its legal
obligations.

f) Further, the Business Associate undertakes that the Business Associate, along with its
Immediate Relatives shall not Trade in Securities of JFL while in possession of any
UPSI.

g) Except as set forth in this Agreement, Business Associate shall not use, disclose,
make or have made any copies of any materials or information provided by JFL or
developed therefrom in whole or in part, without the prior written approval of JFL.

h) The Business Associate understands and agrees that any use or dissemination of any
information or materials in violation or breach of this Agreement will cause JFL
irreparable harm, will leave JFL with no adequate remedy at law and will entitle JFL
to injunctive relief in addition to all other remedies available under law for the time
being in force. In case the Business Associate violates its obligations hereunder, it
shall reimburse JFL for reasonable costs and expenses incurred in enforcement of this
Clause.

i) The Business Associate shall at all times maintain the confidentiality of the Customer
Data received by the Business Associate during the tenure of this Agreement. Any
resell, misuse, etc. of the Customer Data by the Business Associate is prohibited
under this Agreement and shall make way for the Company to take a legal action
against the Business Associate.

j) The Confidentiality Obligations of the Parties shall survive after the termination or
expiry of this Agreement.

7. COMPLIANCE WITH APPLICABLE LAWS

The Business Associate agrees and consents to comply with all Applicable Laws at all
times during the tenure of this Agreement

8. FORCE MAJEURE

Notwithstanding anything contained in this Agreement, JFL shall not be held liable for
any default or delay in performance of any obligation under this Agreement on account
of any reason beyond its reasonable control, including but not limited to flood, natural
calamity, epidemic, pandemic, Act of God, the enactment of any Act of Parliament or the
act of any other legally constituted authority. Non-performance on account of aforesaid
reasons shall not be deemed to constitute a breach of this Agreement. The Party invoking
this Clause shall give the Other Party notice and full particulars of such force majeure

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 event as soon as possible after the occurrence of the cause upon which the said Party is
relying. If force majeure is continued for a continuous period of 15 days then JFL shall
have a right to terminate the Agreement on immediate basis. Nothing in this clause shall
prejudice the right of JFL contained elsewhere in this Agreement.

9. TERM AND TERMINATION

(i) Term: The agreement shall be valid for a tenure as agreed mutually between the
parties.

(ii) Termination:

(I) The Agreement shall be deemed terminated in case there is no delivery

made by Business Associate within a continuous period of three months at
any point of time.

(II) Further, the Company may terminate this engagement any time without
assigning any reason thereof.

(III) JFL may terminate the agreement immediately if the Business Associate is
found to be in breach of any of the provisions set out under this Agreement.

(IV) The Company is also at liberty to terminate this Agreement at their

discretion, where, in their opinion, continuance of the services of the
Business Associate is detrimental to the business interest of the Company
due to the acts of the Business Associate, such as the following:
Misbehavior, rude behavior with the staff of the Company, Merchants,
customers or any other persons associated with the Company. Any acts
involving criminal offence punishable under law, including physical
assault, threatening any of the staff of the Company, person associated
with the Company and any other person .Drunk while on duty and
drunken behavior.
Commission of fraud/ misappropriation/embezzlement for undue
monetary gain, which is against the interest of the Company.
Negligence in performing the duty, causing damage of moveable and
immoveable assets of the Company, its Business Associates, customers.
Indulging in spreading content through digital media, social networking
sites, or any other form, which could be detrimental to the Company’s
brand and its image. Indulging in acts such as creating ruckus/ strike/ or
any activity against the Company, which could be detrimental to the
Company’s brand and its image.
Indulging in unauthorized disclosure of Confidential Information of the
Company to external agency, person, company or organization.
Misuse of assets provided by the Company such as Sanitation Kits,
vehicle etc. which could be detrimental to the interest of Company’s
brand and its image.

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 Failure to abide by any of the rules and guidelines given by the Company
as part of service quality standards and principles.
In case the background check, whether wholly or partially, is found
negative at any point of time during the term of this Agreement.
(V) Upon termination of this Agreement, the Business Associate shall return the
assets, within 12 hours from the Termination Date. In case the Business
Associate fails to do so, the Company shall forfeit amount/salary due to the
Business Associate and shall raise claim against the Business Associate to
recover the cost of the assets.
(VI) Notwithstanding anything contained in this Clause, the Company reserves
the right to recover any amounts due and owed by the Business Associate
and take appropriate legal actions that may be available under Applicable
Laws and equity for recovery of any amounts due.

10. GOVERNING LAW AND DISPUTE RESOLUTION:

(i) The Parties shall attempt to resolve amicably all disputes arising out of or in
connection with this Agreement, including its existence and interpretation.
However, if the parties fail to do so, the dispute(s) shall be referred to
Arbitration.
(ii) The Parties shall have the right to mutually appoint a sole arbitrator to hear, try
and decide the arbitration proceedings. The decision of the Sole Arbitrator shall
be final and binding on the Parties.
(iii) The seat and venue of the arbitration shall be New Delhi, India. The arbitration
proceedings shall be conducted in accordance with the Arbitration and
Conciliation Act, 1996, including any statutory modification or re-enactment
thereof.
(iv) In the course of arbitration, both Parties shall continue to perform their respective
obligations under this Agreement in so far as is reasonably practical.
(v) This Agreement is governed by and will be construed in accordance with the
laws of India. Subject to Arbitration clause, the Courts at Delhi alone shall have
the exclusive jurisdiction to try all suits or proceedings, matters or things in
connection with this Agreement.

11. PENALTY

Notwithstanding anything contrary contained in this Agreement, the Company shall reserve
a right to charge the Business Associate a penalty in the event the Business Associate
indulges in fraudulent activities while providing Services under this Agreement. The
penalty may be deducted from the payments made to the Business Associate by the
Company.

12. BUSINESS ASSOCIATE REPRESENTATION

(i) The Business Associate understands that the pay per run provision does not
entitle Business Associate to any special consideration for permanent or full-time

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 employment.
(ii) The Business Associate's work schedule will vary according to the needs of
the JFL.
(iii) On the date of execution of this Agreement , Business Associate is not a “Related
Party” to JFL, in terms of relevant provisions of the Companies Act, 2013 read
with Rules made thereunder and Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements), 2015 (as amended, revised and applicable from time to
time); Business Associate further undertakes and confirms that, in case, during
the validity and existence of this Addendum and any renewal thereof, Business
Associate becomes a Related Party to JFL as defined under relevant provisions
mentioned hereinabove, it shall immediately notify JFL by way of written notice
sent to the address specified for notices, in the Principal Agreement.

13. MISCELLANEOUS

(i) Amendment: The Company reserves the right to change, modify, reinstate,
amend or delete any terms and conditions contained in this Agreement, without
prior notice, at any time and in its sole discretion, by posting a change notice or a
new agreement on the Portal. The Business Associate shall be responsible for
keeping himself apprised and informed of the revised terms and conditions at all
times.
(ii) Waiver: Waiver by either Party of any default by the other Party in the
observance and performance of any provision of or obligations under this
Agreement:
(a) Shall not operate or be construed as a waiver of any other or subsequent
default hereof or of other provisions or obligations under the Agreement;
(b) Shall not be effective unless it is in writing and executed by a duly
authorized representative of such Party; and
(c) Shall not affect the validity or enforceability of the Agreement in any
manner.

Neither the failure by either Party to insist on any occasion upon the
performance of the terms, conditions and provisions of the Agreement or any
obligation hereunder nor time or other indulgence granted by a Party to the
other Party shall be treated or deemed as waiver/breach of any terms, conditions
or provisions of the Agreement.

(iii) Entire Agreement: This Agreement constitutes the entire agreement with respect
to the subject matter hereof and supersedes all prior written and oral
agreements, understandings and negotiations between the Parties with respect
to the subject matter of the Agreement. No representation, inducement,
promises, understanding, condition, warranty not set forth herein has been
made or relied upon by the Parties. Neither this Agreement nor any provision
hereof is intended to confer upon any person other than the Parties to the
Agreement any rights or remedies hereunder.

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(iv) Severability: If any provision of this Agreement is held for any reason to be
invalid or unenforceable the remaining provisions of this Agreement will be
unimpaired and, unless a modification or replacement of the invalid or
unenforceable provision is further held to deprive a Party of a material benefit,
in which case the Agreement shall immediately terminate, the invalid or
unenforceable provision will be replaced with a provision that is valid and
enforceable and that comes closest to the parties’ intention underlying the
invalid or unenforceable provision.

(v) Succession and Assignment: This Agreement shall be binding upon and inure
to the benefit of the Parties and their permitted successors, affiliates, group
companies and assigns. Subject to the provisions contained herein, the Business
Associate may not assign this Agreement or any part of this Agreement, or any
of its rights, interests, duties or obligations under this Agreement, without the
prior written approval of other Party.

(vi) Relationship: The Parties are independent contractors. Nothing in this

Agreement shall be construed to create any partnership, joint venture or similar
relationship. Neither Party is authorized to bind the other Party to any
obligations with third parties.

(vii) Counterparts: This Agreement may be executed in one or more original

counterparts, all of which together shall constitute one agreement, and facsimile
signatures shall have the same effect as original signatures.

(viii) Non-Exclusive Right: Business Associate’s right to provide the Services under
this Agreement is not exclusive and shall not prevent JFL from granting a similar
right to other parties.

(ix) Statement of Ethics: JFL is committed to conduct its business ethically and
lawfully, JFL values its relationship with Business Associate and expects utmost
integrity and transparency in all the dealings. To that end, JFL expects that the
Business Associate also values its relations with JFL and will conduct its business
ethically and lawfully. Throughout the term of this Agreement or any other
document/ agreement/ arrangement between the parties, Business Associate
agree that neither it shall offer or give or agree to give to any person/Business
Associate of JFL any gift or consideration of any kind as an inducement or
reward for doing or for bearing to do or for having done or forborne to do any
act in relation to the obtaining or execution of this or any other agreement or for
showing or for bearing to show favor or disfavor to any person with a view
toward securing a favorable treatment. For any kind of grievances or integrity
issue noted while dealing with JFL or any of its representatives, Business
Associate, associate etc., Business Associate is advised to promptly raise its
concern at www.cwiportal.com or report through an email to
ombudsman@jubl.com.

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 APPENDIX II
RATES PER RUN

1. PAYMENT AND CONSIDERATION

(i) All payments as per the revised structure due to the Business Associate shall be
made through NEFT/RTGS etc., as mutually agreed from time to time.
(ii) The Business Associate authorizes the Company to make applicable deductions
such as Tax Deduction at Source (TDS) as per the Income Tax Act, 1961, where
applicable; other applicable taxes; and any other amounts due and payable by
Business Associate to JFL as per Applicable Law.
(iii) The payment terms in this Agreement is subject to change and will be
communicated to the Business Associate from time to time
(iv) The incentives shall be notified to the Business Associate from time to time. The
incentive shall be decided and calculated by the Company based on various
criteria such as service quality, performance and other business parameters
which may be notified to the Business Associate from time to time.
(v) The Company shall have the sole right to decide any dispute in regard to
incentives and the Business Associate shall have no right to make claims against
the final decision of the Company.
(vi) The payment will be done on Pay Run basis as communicated to you from time
to time. Company reserves right to amend and change per run rates.

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