EMPLOYMENT AGREEMENT BETWEEN THE SUPERVISOR, ENROLLMENT

CENTER (UID – EC) AND ABHIPRA CAPITAL LTD.

1. THIS AGREEMENT is made at New Delhi on this __________ day of

___________, between ABHIPRA CAPITAL LIMITED, a company registered
under the Companies Act, 1956, having its registered office at LGF 133,
World Trade Center, Barakhamba Road New Delhi -110001and Corporate
Office at A-387, Dilkhush Industrial Area, G T Karnal Road, Azadpur, Delhi-
110033 (herein after referred to as the “Abhipra”, which expression shall
unless repugnant to the context or meaning thereof be deemed to mean
and include its successors in title, and permitted assigns), of the FIRST
PART

AND,

2. Mr. ___________________________ S/o ________________________

R/o _________________________________________________________
hereinafter called the Second party i.e. Supervisor, Enrollment Center-UID,
for issuing of UID cards under the Government of India plan “AADHAAR”.

WHEREAS:-

3. Abhipra has been appointed as Enrollment Agency by National Securities

Depository Ltd (NSDL) for providing AADHAAR issuance and related services
to the residents of India.

4. Second party is desirous of joining Abhipra as Supervisor, Enrollment

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 Center for AADHAAR and has furnished an application to Abhipra for the
same.

5. Second Party has represented to Abhipra that it has the skills and capability
to establish necessary infrastructure including branch network, hardware,
software, telecommunication facilities, human resources and operating
procedures specified by regulator(s) and Abhipra for UID-Enrollment
Center;

6. In consideration of the representations made by Second Party, Abhipra has

agreed to appoint Second Party as Supervisor, Enrollment Center-UID for
collection and forwarding specified data required for UIDAI on the terms
and conditions hereinafter set forth;

NOW THIS DEED WITNESSETH AS FOLLOWS:

7.Appointment of Second Party

7.1. Abhipra hereby appoints Second Party for the purpose of collecting
and forwarding specified data required for UIDAI and performing the
services (“Services”) hereto, subject to the terms and conditions
hereinafter set forth.

7.2. For the provision of Services, Second Party shall establish and
maintain necessary operational infrastructure, including branch network,
hardware, software, personnel, operating procedures and means of
communication to receive/collect, process, record the information and
transmit the same to Abhipra/regulator(s) as specified by Abhipra in the

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 UID-Enrollment Center operating manual provided by Abhipra. Abhipra
may make amendments to the Operating manual from time to time and
such amendments shall also be binding on Second Party as on the date
specified in the operating manual.

7.3. Second Party shall abide by the operational procedures specified in

operating manual wherever applicable and comply with orders, directions
or notices which may be issued or prescribed by Abhipra or regulator(s).

7.4. Second Party shall also ensure that all employees working under
him adhere to all provisions of this agreement.

7.5. Second Party shall obtain the permission of Abhipra prior to any
appointment of employees working under him.

7.6. Second Party shall notify Abhipra forthwith if :-

a)upon its becoming aware of the presentation of any petition for its
bankruptcy liquidation or attachment of his property;

b)upon its becoming aware of any bankruptcy order against it;

c) in the event of any distress, execution or other process being levied

or served upon or against its property;

d)in the case of any change in its financial conditions which may lead to
its bankruptcy or if it suffers a composition with its creditors;

8.Data Management

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 8.1. In the provision of the services, Second Party shall comply with
the applicable procedures specified by Abhipra or UIDAI for data
processing including collection, compilation, digitization, and
transmission to Abhipra/regulator(s) or any other agency specified by
Abhipra, back-ups and housekeeping and purging of historical data.

9.Records and Inspection

9.1. Second Party shall maintain records in such manner as may be

prescribed in the operating manual by Abhipra in respect of its activities
and allow any person duly authorised by Abhipra/regulator to enter its
premises, within the regular business hours on any business day where
such records are kept and inspect and take copies of such records.
Second Party shall provide on demand any information to Abhipra
relating to the Agreements and transaction that Second Party may have
under EC.

10. Internal control

10.1. Second Party shall setup internal control procedures (to the
satisfaction of Abhipra) for regularly reviewing its internal operations
arising out of its obligations related to the EC. Second Party shall keep
Abhipra informed of such internal control procedures and any
subsequent changes to the same. Second Party shall comply with any
advice or instructions from Abhipra with respect to changes/addition to
internal control procedures.

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11. Confidentiality

11.1. Second Party shall ensure confidentiality of information that

comes to its possession consequent to its participation as Second Party
and shall not reveal the same to any agencies or use for purpose other
than specified in operating manual except with the written permission
from Abhipra. Further Second Party may provide the above information
to an other agency on the basis of a directive by regulator(s), or on
account of the order of any court or tribunal or in accordance with any
law in force. However, Second Party shall keep Abhipra informed of such
requirement to disclose and the information being disclosed.

11.2. Second Party shall ensure that a similar obligation as provided in

clause above shall be cast on employees etc. working under/with him
and hereby agrees that Abhipra may treat any breach of this obligation
by such persons as a breach by Second Party and take appropriate
measures against Second Party as it deems fit.

12. Compensation to the Second Party

12.1. Second party and other staff appointed by second party shall be
compensated as under:-

a)Second party shall receive Rs.25/- (inclusive of all taxes) per

successful upload of UID.

b)Second party will distribute the compensation to other staff as per

decided by him to other staff employed by him.

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 c) First party will not be responsible of any kind of liability of the staff
employed by second party.

d)The liability of PF and ESI and minimum wages Act etc shall be
responsibility of second party.

e) Payment made to second party shall be subject deduction of tax at

source as per provision of Income Tax Act.

f) Second party shall furnish the evidences of compensation paid to

other staff engaged for this business.

g)Second party shall not be entitled and claimed of any kind of benefit
like P.F. gratuity etc.

h)Compensation shall be paid on monthly basis.

13. Compensation of losses

13.1. Second Party shall pay Abhipra such amount as may be specified
by Abhipra in this regard to compensate for any loss incurred due to any
act of omission, commission, negligence, misfeasance, fraud, willful
misconduct errors or default on its part as a Second Party or any of its
directors, employees, agents, franchisees, representatives, etc. in
relation to carry on the responsibilities as per the terms and conditions
of this agreement.

14. Insurance

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 14.1. Second Party shall maintain necessary insurance coverage
specified by Abhipra.

15. Assignment to third parties

15.1. Second Party shall not be entitled to assign or delegate any

function or otherwise transfer this Agreement or otherwise make
available any benefits, rights, obligations or interests herein whether in
whole or in part to any other person or external agency without prior
written permission from Abhipra.

16. Termination of Agreement by Abhipra

16.1. This Agreement may be terminated by Abhipra in the event:

a)Second Party is in material breach or defaults under terms of this

Agreement, provided that Second Party has been given notice of
such breach by Abhipra and Second Party fails to rectify such breach
within the time specified by Abhipra.

b)On the occurrence of any of the events specified in clauses here in

above.

c) If this Agreement has not become effective within such time period
after the date of the Agreement signed by the Parties as specified in
the Agreement, either Party may, by not less than twenty one (21)
days written notice to the other Party, declare this Agreement to be
null and void, and in the event of such a declaration by either Party,

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 neither Party shall have any claim against the other Party with respect
hereto.

d)If Second Party, in the judgment of the Abhipra has engaged in

corrupt or fraudulent practices in competing for or in executing the
Agreement.

e) If Second Party places itself in position of conflict of interest or fails

to disclose promptly any conflict of interest to the Purchaser.

f) If the Second Party fails to provide the quality services as envisaged

under this Agreement. Abhipra/regulator(s) may make judgment
regarding the poor quality of services, the reasons for which shall be
recorded in writing. Abhipra/regulator(s) may decide to give one
opportunity to the second party to improve the quality of the
services.

g)In the event of Second Party found :

• Engaged in bogus or fraudulent enrollments being done

• Deploying Enrollment Operators who are not tested and certified

by UIDAI appointed 'Testing and Certification Agency' for
performing enrollment functions.

• Non adherence to the enrollment process defined by Abhipra /

regulator(s)

• Consistent poor quality of biometrics data

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 • Usage of biometrics devices which are not certified by UIDAI

• Non-provision of necessary infrastructure at the enrollment centers

• Provided incorrect information to Abhipra/ UIDAI.

h)On giving three month's advance notice to Second Party.

17. Termination of Agreement by Second Party

17.1. Second Party may intimate Abhipra its intent to terminate the
Agreement, in whole or in part, at any time. Abhipra shall effect the
termination after it is satisfied that Second Party has complied with all
activities specified by Abhipra for the termination of the agreement.

18. Obligations even after termination of the agreement

18.1. Second Party shall continue to be bound by the rights and

liabilities of Second Party arising out of matters which have taken place
prior thereto and for the purpose of the settlement of such rights and
liabilities Abhipra may continue to treat Second Party as a functioning
Second Party.

18.2. Notwithstanding any termination or expiration of this Agreement

the representations and warranties under various clauses and the rights
and obligations under the confidentiality clause shall survive and
continue and shall bind the parties and their legal representatives,
successors, heirs and assigns.

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19. Handover of Information by Second Party upon termination

19.1. On termination of this Agreement, Second Party shall hand over to

Abhipra or its authorized person all records related to the information
contained in AADHAAR including the licensed programs.

20. Arbitration

20.1. Any difference, dispute or claim concerning the interpretation or

application of this MOU shall be settled amicably by mutual consultations
between the Parties.

20.2. In the event of differences, dispute or claim standing unsettled by

mutual consultation same shall be referred to Sole Arbitrator/Arbitrators
as per following procedure :

a)For the dispute up to the amount of Rs. 10,00,000/-, Sole Arbitrator

shall be selected from the panel of Arbitrators maintained by the
company.

b)Panel of Arbitrators shall consist of luminaries and all shall be

independent persons.

c) Parties shall select any one of the Arbitrator from the panel
maintained. A list of Arbitrators shall be furnished to business
associate.

d)If the claim is more than Rs. 10,00,000/-, a bench of arbitrators

consisting of 3 shall be constituted out of panel of arbitrators.

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 e) In case of non selection of the Arbitrator, Chairman of Abhipra shall
appoint the Arbitrator and that will be binding on all the parties.

f) Arbitration fee shall be paid by both the parties equally.

21. Jurisdiction

21.1. Second Party and Abhipra further Agree that all claims, differences
and disputes, arising out of or in relation to this agreement including any
agreements, Agreements and transactions made under this agreement
or with reference to anything incidental thereto or in pursuance thereof
or relating to their validity, construction, interpretation, fulfillment or
the rights, obligations and liabilities of the parties thereto and including
any question of whether such dealings, transactions, agreements and
Agreements have been entered into or not, shall be subject to the
exclusive jurisdiction of the courts at New Delhi only.

22. Force Majeure

22.1. Notwithstanding anything contained in this agreement, Second

Party shall not be liable for any delay or failure in performing its
obligation as per this agreement if delay or failure is in account of an
event of Force Majeure.

22.2. For the purpose of this clause, Force Majeure shall mean.

a)Effect of any natural element or other acts of God, including but not
limited to storm, flood, earthquake, lightning, cyclone, landslides or

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 other natural disasters, explosions or fires;

b)Strikes, work to rule actions, go similar labour disturbances or other

labour action by workers or employees of either Party, including any
contract or any sub contract of either Party;

c) Public disorder, insurrection, rebellion, sabotage, riots, terrorism,

interruption of traffic beyond the reasonable control of the Parties or
violent demonstrations of a local, regional or national character at the
mine or at any place where the agreement or part thereof is to be
performed;

d)The outbreak of an epidemic or other communicable diseases in any

place where the Agreement or part thereof is to be performed;

e) Any order, regulation, directive, requirement from any governmental,

legislative, executive or judicial authority or a change in law.

23. Notices

23.1. Any notice to be given under this agreement shall be made in

writing in English and shall be delivered either

a)by registered mail,

b)by courier services or

c) by facsimile (confirmed by registered mail)

to the following addresses, unless otherwise designated or changed by

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 written notice by the parties hereto or

d) digitally signed by e- mail on the agreed e-mail ID.

24. Security

24.1. Second Party will pay interest free security of Rs. ____________.

25. General Provisions

25.1. This Agreement shall come into effect on the date the Agreement
is signed by both Parties or such other later date as may be stated in the
Special Conditions of Agreement.

25.2. This Agreement contains all covenants, stipulations and provisions

agreed by the Parties. No agent or representative of either Party has
authority to make, and the Parties shall be bound by or be liable for ,
any other statement , representation, promise or agreement not set
forth herein.

25.3. Abhipra may, by written notice of suspension to the Second Party,

suspend all payments hereunder if the Second Party fails to perform any
of its obligations under this Agreement, including the carrying out of the
Services, provided that such notice of suspension

a)shall specify the nature of the failure, and

b)shall allow the Second Party to remedy such failure, if capable of

being remedied, within a period not exceeding thirty (30) days after

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 receipt by the Second Party of such notice of suspension.

26. IN WITNESS WHEREOF, the parties have hereunto set and subscribed
their respective hands in and around the day and year first herein above
written.

SIGNED AND DELIVERED )

For ABHIPRA CAPITAL LIMITED )

Through its Authorised Signatory

Mr.________________________________________)

in the presence of Mr _________________________)

SIGNED, AND DELIVERED )

For the Second Party

Mr. _______________________________________)

in the presence of Mr. ________________________)

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