A&A Draft | June 08, 2023

Draft for discussion purposes only

Privileged and confidential

[ON NON-JUDICIAL STAMP PAPER]

REFERRAL SERVICE AGREEMENT

This Referral Service Agreement (“Agreement”) is executed in [●] on this [●] day of [●], 2023
(“Effective Date”).

BY AND BETWEEN:

Digivriddhi Technologies Private Limited (CIN U74999KA2019PTC130707), a company

incorporated under the provisions of the Companies Act, 2013 and having its registered office situated at
562, 19th Cross, 1st Block, R T Nagar, Bangalore-560032, India (hereinafter referred to as “DGV” which
expression, unless repugnant to the text or context thereof shall include its successors and permitted
assigns) of the FIRST PART;

AND

[●], a [●] incorporated under the provisions of [●], having its registered office situated at [●]
(hereinafter “Service Provider” which expression, unless repugnant to the text or context thereof shall
include its successors and permitted assigns) of the SECOND PART. [A&A Comment: Kindly provide
the requisite details of the Service Provider to be mentioned herein.]

The expression ‘DGV’ and ‘Service Provider’ are hereinafter collectively referred to as “Parties” and
individually as “Party”.

WHEREAS

A. DGV is a private limited company, engaged in the business of [●];

B. The Service Provider is engaged in the business of [●]; [A&A Comment: Kindly mention the
business details of the Service Provider.]

C. The Service Provider has represented to DGV that it has the requisite licenses, permissions,
skills, expertise, and resources to provide the Services (defined hereinafter) as mentioned under
Schedule I of this Agreement to the requisite Customers (defined hereinafter) been referred by
DGV;

D. Based on the covenants, representations and warranties made by the Service Provider, DGV is
desirous of engaging the Service Provider to obtain it’s Services for the Customers and Service
Provider desires to render such Services to DGV in accordance with the terms and conditions set
forth herein.

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NOW, THEREFORE, in consideration of the mutual promises, representations and warranties, and of
the mutual covenants and agreement hereinafter set forth, the Parties, for themselves, their successors
and permitted assigns, hereto mutually agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

1.1.1. “Applicable Laws” means any applicable law, statute, rule, regulation, ordinance,
guideline, by-law or subordinate legislation whether in effect in India on the date of
execution of this Agreement or thereafter and all amendments to the same which come
into force from time to time, with which the Parties must comply with while discharging
their obligations under this Agreement;

1.1.2. “Confidential Information” means any information marked or otherwise recognizable

as confidential or which is manifestly secret or confidential and which shall include:

(i) information relating to customers of either Party and/or its group entities of such
Party (including personal information);

(ii) commercial, financial, marketing, technical or other information or data relating

to a Party’s or its group entities’ business and activities, information relating to
research, development, formulae, process, designs, photographs, know-how,
drawings, specifications, prospective business, future products, price lists and
other information relating to customers, suppliers and employees, current or
future products, services, customers, partners, licensors or marketing plans,
material relating to the licences software, source codes, system processes,
programme documentations, testing procedure, technique, software design; and

(iii) trade secrets;

whether disclosed orally or in writing in whatever medium, together with any

reproductions of such information in any form or medium or any part(s) of this
information;

1.1.3. “Intellectual Property Rights” means collectively or individually, the following

worldwide rights relating to intangible property, whether or not filed, perfected,
registered or recorded and whether now or hereafter existing, filed, issued or acquired: (a)
patents, patent disclosures, patent specifications, patent rights, know-how, including any
and all continuations, continuations-in-part, divisions, reissues, re-examinations, utility,
model and design patents or any extensions thereof; (b) rights associated with works of
authorship, including without limitation, copyrights, copyright applications, copyright
registrations; (c) rights in trademarks, trademark registrations, and applications thereof,

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trade names, service marks, service names, logos, or trade dress; (d) rights relating to the
protection of trade secrets and confidential information; and (e) Internet domain names,
Internet and World Wide Web URLs or addresses; (f) mask work rights, mask work
registrations and applications thereof, (g) all other intellectual or proprietary rights
anywhere in the world including rights of privacy and publicity, whether or not requiring
registration and whether or not such registration has been obtained;

1.1.4. “Services” shall mean the services rendered by the Service Provider to the Customer and
the scope of such Services as mentioned under Schedule I of this Agreement.

1.2. Interpretation

1.2.1. The headings to Clauses are inserted for convenience only and shall not affect the
interpretation or construction of this Agreement.

1.2.2. References to any statute or statutory provision shall include (a) any subordinate
legislation made under it, (b) any provision which it has modified or re-enacted (whether
with or without modification), and (c) any provision which subsequently supersedes it or
re-enacts it (whether with or without modification).

1.2.3. References to any act shall include any omissions in connection therewith and vice versa.

1.2.4. Words imparting the singular shall include the plural and vice versa. Words imparting a
gender include every gender and references to persons include an individual, company,
corporation, firm or partnership.

2. SCOPE OF ENGAGEMENT

2.1 DGV will refer customers to the Service Provider (hereinafter referred as “Customer(s)”) who
intends to avail certain services similar to the Services offered and provided by the Service
Provider as elaborated in Schedule I of this Agreement.

2.2 As consideration for the assistance/referral provided by DGV in connection with the Services
and thereby facilitating the completion of the arrangement and contract between Service Provider
and the Customers, Service Provider agrees to pay to DGV an amount of [•] % ([•] percent) of
the total proceeds/revenue generated by Service Provider from every Customer while rendering
the Services to the Customers during the Term and the Extended Period (defined hereinafter)
(hereinafter referred as “Referral Fee”). [A&A Comment: Please confirm the understanding
captured herein]

2.3 The Parties agree that DGV shall invoice Service Provider for the Referral Fee and Service
Provider shall pursuant to such invoice, remit the Referral Fee amount in INR with credit to the
bank account of DGV whose details mentioned hereunder, within 15 (fifteen) days from the date
the Service Provider receives the payment from the Customer(s).

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Name of Account holder [●]

Name of Bank [●]

Account Number [●]

IFS Code [●]

2.4 It is agreed and acknowledged between the Parties that payment of the Referral Fee shall be
continued to be paid by Service Provider on any and all business/orders received by Service
Provider from the Customer who has been referred by DGV. Further, in the event of expiry or
early termination of this Agreement, the Referral Fee shall be payable for an extended duration
of 6 (six) months from the expiry or early termination of this Agreement (“Extended Period”),
from the revenue generated by the Service Provider from the Customers during such Extended
Period. [A&A Comment: DGV to confirm the understanding captured herein.]

3. RIGHTS AND OBLIGATIONS OF PARTIES

3.1 The Service Provider shall:

3.1.1 comply with all Applicable Laws;

3.1.2 timely respond and adhere to the requests made for information sought by DGV and/or
Customer in relation any details/information required by DGV and/or Customer from
time to time;

3.1.3 maintain DGV’s brand image and not to do anything or engage in any act or deed which
would be detrimental to the interest of DGV;

3.1.4 not tarnish, spoil or reduce the goodwill of DGV or cause DGV to be involved in any
legal or ethical controversy;

3.1.5 not to do any act/deal in things/products/services which are either banned/prohibited by

Applicable Laws or violates any of the Intellectual Property Rights of any Party;

3.1.6 keep DGV and Customer updated of any change in its contact details;

3.1.7 ensure that all undisputed payments of Referral Fee to DGV are made in accordance with
the terms and conditions of this Agreement and in a timely manner; and

3.1.8 not in any manner publish, market, or promote any content determined by the law,
government or statutory authority as being:

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(i) Objectionable; or

(ii) Illegal; or

(iii) Hurting the sentiments of a community; or

(iv) An attempt of invasion.

4 REPRESENTATION AND WARRANTIES

4.1 Service Provider represents and warrants that:

4.1.1 it has all the rights, powers and authority to enter into this Agreement and perform its
commitments towards the Customer and to fulfil it’s obligations under this Agreement;

4.1.2 it possesses the necessary, skills, capabilities and expertise required to fulfil it’s
obligations under this Agreement; and

4.1.3 it has disclosed to DGV regarding all such agreements to which Service Provider was a
party or restrictions arising out of the Service Provider’s prior engagement or
independent contractor relationships, which would be breached or violated by Service
Provider’s execution of this Agreement.

4.2 DGV hereby represents and warrants that it has all the rights, power and authority to enter into
this Agreement.

5 CONFIDENTIALITY

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5.1 Each Party receiving Confidential Information from the other Party (“Receiving Party”)
acknowledges that all Confidential Information exchanged between the Parties during the
subsistence of this Agreement is and shall at all times remain the property of the other Party
disclosing such Confidential Information (“Disclosing Party”). The Receiving Party shall not
use any Confidential Information in any manner that may injure or cause loss or may be
calculated to injure or cause loss to the Disclosing Party, whether directly or indirectly.

5.2 The Receiving Party shall not be held liable in the event the Receiving Party is required to
disclose Confidential Information as a result of an order of a governmental agency, legislative
body, or court of competent jurisdiction provided that the Receiving Party shall prior to such
disclosure notify the Disclosing Party in writing of the full circumstances of the required
disclosure and the Confidential Information that must be disclosed. The Receiving Party shall
also take all such necessary steps as may be reasonable and practicable in the circumstances to
agree to the contents of the required disclosure with the Disclosing Party prior to such disclosure.
The Receiving Party further agrees that it shall consult with the Disclosing Party as to the
possible steps to avoid or limit the required disclosure, and to take such reasonable steps to
ensure such disclosure would not result in significant adverse consequences to the Disclosing
Party. The Receiving Party shall gain assurances as to confidentiality from the body or authority
requiring the disclosure and upon the request and reasonable expense of the Disclosing Party, the
Receiving Party shall fully cooperate with the Disclosing Party in contesting such disclosure.

5.3 Obligations under this Clause shall survive the expiration or termination of this Agreement.

6 INTELLECTUAL PROPERTY RIGHTS

6.1 Neither Party shall use the Intellectual Property Rights of the other Party in any manner, without
prior written authorization of such use by the designated representative of the other Party. It is
however clarified that DGV may use the Intellectual Property Rights of the Service Provider
which is necessarily required by DGV for the purpose under this Agreement without obtaining
any prior written approval from the Service Provider.

6.2 Both Parties agree, warrant and undertake that it shall take all necessary measures to ensure that
the Intellectual Property Rights of the other Party under this Agreement is not infringed, passed
off, diluted, reverse-engineered, hacked into, misappropriated, tampered with and/or copied for
any other reason by any of its legal heirs, representatives, successors and permitted assigns,
except as expressly provided herein.

6.3 Obligations under this Clause shall survive the expiration or termination of this Agreement.

7 INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Service Provider shall fully indemnify, and hold harmless DGV and its respective directors,
officers, employees, successors, assigns, insurers, licensees, distributors, independent contractors

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and agents from and against any claims, demands, suits, actions, proceedings, damages, demand,
losses, liabilities, costs and expenses arising out of or relating to:

7.1.1 third-party claims of any Intellectual Property Rights;

7.1.2 the inaccuracy or untruthfulness of any representation or warranty made by the Service
Provider, under this Agreement or to the Customers;

7.1.3 violation or alleged violation of any Applicable Laws in relation to this Agreement;

7.1.4 any action or omission on the part of the Service Provider;

7.1.5 any gross negligence, willful misconduct or fraud committed by the Service Provider;
and/or

7.1.6 breach of any of the provisions of this Agreement.

7.2 DGV, its partners, officers, employees, representatives and agents under no circumstances will
be liable to the Service Provider for loss and/or anticipated loss of profits, or for any direct or
indirect, incidental, consequential, special or exemplary damages arising from the subject matter
of this Agreement, regardless of the type of claim and even if the Service Provider has been
advised of the possibility of such damages, such as, but not limited to loss of revenue or
anticipated profits or loss business.

7.3 This Clause shall survive the termination of the Agreement.

8 TERM AND TERMINATION [A&A Comment: Please confirm the understanding captured
herein]

8.1 This Agreement shall take effect on the Effective Date and continue to be in force unless the
unless terminated earlier by either Party in accordance with the terms of this Agreement
(“Term”).

8.2 Either Party shall have the right to terminate this Agreement by providing a prior written notice
of 30 (thirty) days to the other Party.

8.3 However, the Service Provider’s obligation with respect to the payment of Referral Fee to DGV
shall not lapse in the event there is expiry or early termination of this Agreement, and the Service
Provider shall be liable to make payment of the Referral Fee to DGV for the revenue generated
during the Term and the Extended Period of this Agreement.

9 DISPUTE RESOLUTION [A&A Comment: DGV to confirm whether they wish to keep
arbitration as a dispute resolution mechanism under this Agreement]

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9.1 The Parties shall seek to resolve any dispute, controversy, claim or breach arising out of or in
relation to this Agreement including any dispute as to the existence or validity of this Agreement,
by amicable arrangement and compromise, and only if the Parties fail to resolve the same by
amicable arrangement and compromise within a period of 30 (thirty) days of receipt of written
notice of the same by the other Party, either Party may resort to arbitration as provided for in
Clause 9.2 hereof.

9.2 Any dispute, controversy, claim or breach arising out of or in relation to this Agreement
(including a dispute as to the existence or validity hereof) shall be finally settled in accordance
with the Arbitration and Conciliation Act, 1996 and the extant applicable rules thereof, by
binding arbitration by a sole arbitrator appointed mutually by the Parties.

9.3 The arbitral procedure shall be conducted in English Language and any award or award shall be
rendered in English. Such arbitration shall be conducted in [•], India. The arbitral award shall be
binding on both the Parties. [A&A Comment: Kindly confirm the venue of arbitration to be
mentioned herein.]

10 GENERAL

10.1 Assignment: Neither Party shall assign any part or all of this Agreement without the other
Party’s prior written consent.

10.2 Governing Law and Jurisdiction: This Agreement is governed by laws of India. DGV and
Service Provider submit to the venue and exclusive jurisdiction of [•] for any dispute arising out
of this Agreement not settled in accordance with Clause 9.2. [A&A Comment: Kindly confirm
the jurisdiction for dispute resolution to be mentioned herein. Also based on the confirmation
received on Clause 9 of this Agreement, the reference to the said clause will be modified.]

10.3 Notices: Notices under this Agreement are sufficient if given by nationally recognized overnight
courier service, certified mail (return receipt requested), and facsimile with electronic
confirmation or personal delivery to the other Party at the address below.

If to DGV:

Attention: [●]

Address: [●]

Email id: [●]

If to Service Provider:

Attention: [●]

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Address: [●]

Email id: [●]

Notice is effective: (i) when delivered personally, (ii) 3 (Three) business days after sent by
certified mail, (iii) if sent by a nationally recognized courier service or by hand delivery, upon
delivery if delivered before 4 pm on the next business day or if after 4 pm, the next business day,
or (iv) on the business day after sent by facsimile/email with electronic confirmation to the
sender. A Party may change its notice address by giving notice in accordance with this Clause
10.3.

10.4 Severability. If any provision of this Agreement is determined to be unenforceable, the Parties
intend that this Agreement be enforced as if the unenforceable provisions were not present, and
that any partially valid and enforceable provisions be enforced to the extent that they are
enforceable.

10.5 No Waiver. A Party does not waive any right under this Agreement by failing to insist on
compliance with any of the terms of this Agreement or by failing to exercise any right hereunder.
Any waivers granted hereunder are effective only if recorded in a writing signed by the Party
granting such waiver.

10.6 Cumulative Rights: The rights and remedies of the Parties under this Agreement are
cumulative, and either Party may enforce any of its rights or remedies under this Agreement or
other rights and remedies available to it at law or in equity.

10.7 Survival: The terms of all Clauses expressly referred to as surviving or are implied thereto shall
survive the expiration or termination of this Agreement.

10.8 Entire Agreement: This Agreement, together with all associated exhibits and schedules, which
are incorporated by this reference, constitute the complete and final agreement of the Parties and
supersede the Parties’ prior agreements, understandings and discussions held between the
Parties.

10.9 Amendment: Any amendment and supplement of this Agreement shall come into force only
after a written agreement signed by both the Parties. The amendment and supplement duly
executed by both the Parties shall be a part of this Agreement and shall have the same legal
effect as this Agreement.

10.10 Force Majeure: Neither Party shall be liable for acts beyond the reasonable control of the
respective Party and without their fault or negligence (except for the payment obligations)
including but not limited to war, invasion, act of foreign enemy, hostilities (whether war be
declared or not), rebellion, epidemic, pandemic, government order, insurrection of military or
usurped power or conspiracy for the purpose of overthrowing a lawfully constituted government,

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earthquake, flood, typhoon, hurricane, tornado, cyclone or other convulsions of nature or

atmospheric disturbances or any act of god, riot, strike, and civil commotion.

[Schedule follow]

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SCHEDULE I

Scope of Services

[A&A Comment: DGV to insert/confirm the wide scope of services mentioned herein. However, we
understand that the same will be modified based on the type of services being availed by different
service providers.]

For the purposes of this Agreement, the Service Provider has agreed to render the Services to the
Customer mentioned herein below:

1. The Service Provider shall undertake all steps as may be necessary and/or all acts to improve the
efficiency and profitability of dairy production, while ensuring the quality and safety of dairy
products, from farm to consumer.

2. The Service Provider shall conduct research in areas such as dairy cattle genetics and physiology,
nutrition and health, breeding and reproduction, and housing, as well as dairy production,
processing, sensory analysis and evaluation, and preservation in line with the requirements of the
Customer.

3. The Service Provider shall ensure that the methodology being utilized by the Service Provider do not
in any manner whatsoever infringe the Intellectual Property Rights of party and in the event any
claim arises with respect to the same, the Service Provider agrees to fully indemnify and hold
harmless DGV against all such claims.

4. The Service Provider shall be responsible for quality control, technical support, consultation, product
development, writing reports and papers.

5. The Service Provider will provide all such services as agreed between the Service Provider and the
Customers under their service contract.

6. [●]

7. [●]

[Remainder of the page has been intentionally left blank]

[Signature page to follow]

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IN WITNESS WHEREOF, the Parties have each caused this Agreement to be signed and delivered by
its duly authorized representative as of the Execution Date of this Agreement.

For DGV For Service Provider

_____________________________ _______________________________

Name: [●] Name: [●]

Designation: [●] Designation: [●]

Date: [●] Date: [●]

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