Service Level Agreement

(Debt Management)

Parties

This Service Level Agreement (hereinafter referred to as the “Agreement”) is entered

into on ______________ (the “Effective Date”), by and between

NCML Finance Private Limited, a company incorporated under companies Act, 1956,
non-banking finance company registered under provision of section 45-IA of Reserve
Bank of India Act, 1934 having its registered office at 6th Floor, SAS Tower, Tower-B,
Medicity, Sector-38, Gurgaon, Haryana (hereinafter referred to as the “first party”)

AND

______________ resident of ___________________ (hereinafter referred to as

the “Second party”) (collectively referred to as the “Parties”).

Recitals

Whereas the first party has been providing financial facilities of its various nature to its
customer. During the normal course of operation, first party had to do debt service
management and recovery from its delinquent customer, who are not comply with
schedule of repayment and for such act First Party not only deploy its employee but
also outsource recovery and collection activity and for that First Party appoints agents
or service provider, who shall facilitates and help in getting recovery, resolution of
stress loan account and such appointment is in consonance of RBI circular
DBOD.No.BP.40/ 21.04.158/ 2006-07 dated November 3, 2006.

Whereas second party have represented that it has been in business of debt service
management and facilitates financial institutions in recovery and collection of their
debt.

Agreement

1. The Parties hereby for their mutual benefit and objective agree to collaborate
to devise easy and hassle-free mechanism, so that resolution of debtor of the
first party, under stress can evolved.
 2. The First Party based on warranties and representation of Second party,
appoint Second party as the authorised Service provider of the First Party for
recovery, resolution, or debt service management.

Scope of Work.

A. REFERRAL OF ACCOUNTS FOR COLLECTION. From time to time and in

its sole discretion, first party shall refer legally due and owing unpaid credit
accounts bearing No. NFINMPBLGUR000005000039 (“Referred
Accounts”) to Second Party for collection of the outstanding balance due.
B. Second Party agrees to provide the collection services for resolution by
doing collection of amounts agreed up as settlement amount for closure of
loan account on such Referred Accounts (the “Services”).
C. Unless otherwise agreed to by the Parties in writing, those Referred
Accounts placed by First Party with Second Party and the Services
performed by Second Party shall be governed by the terms and conditions
of this Agreement.

Relationship Of the Parties

Hereby, the Parties agree that this is a non-exclusive agreement and that the Parties
are regarded as independent to each other, therefore, parties are not in principal and
agent relationship. Thus, first party shall not be liable for the act of second party unless,
such act is specifically authorised by first party in writing.

. RIGHTS AND DUTIES OF FIRST PARTY.

A. The first party shall do continuous monitoring and assessment of the service
provider so that any necessary corrective measure can be taken immediately.
B. The first party shall have right to conduct audits on the second party whether
by its internal or external auditors, or by agents appointed to act on its behalf
and to obtain copies of any audit or review reports and findings made on the
service provider in conjunction with the services performed for the bank

RIGHTS AND DUTIES OF SECOND PARTY.

A. The second party shall time to time take necessary measure and keep controls
to ensure customer data confidentiality and in case of any breach of security
and leakage of confidential customer information.
B. Second party shall ensure to place contingency plans so that there should not
any impediments in business continuity.
C. Second party shall allow the Reserve Bank of India or persons authorised by it
to access the bank’s documents, records of transactions, and other necessary
information given to, stored or processed by the service provider within a
reasonable time.
D. Second party also recognise the right of the Reserve Bank to cause an
inspection to be made of a service provider of a bank and its books and account
by one or more of its officers or employees or other persons.
E. The preservation of documents and data by the second party should be in
accordance with the legal/regulatory obligation of the First party in this regard.
F. Legal Compliance. Second Party shall comply with and abide by circulars of
Reserve Bank of India issued time to time for collection and recovery agents
for resolution of debt management. Further, Second Party shall not be indulged
in unlawful or illegal acts in terms of applicable law and regulation.
G. Performance Standards. Services shall be performed by Second Party in
accordance with the terms and conditions of this Agreement, including the
minimum requirements of First Party for Business Continuity so that there
should not be deadlock in time of urgency and emergency.
H. Policies and Procedures. Upon execution of this Agreement and thereafter,
upon request of first party, Second Party shall provide to First Party, complete
and current copies of Second Party’s training materials, internal controls, and
all policies and procedures governing or applicable to the Services to be
performed hereunder training as reasonably requested by first party from time-
to-time.
I. Personnel. Services shall be performed only by Second Party personnel who
have been adequately trained and certified by Second Party to provide Services
in conformance with the terms of this Agreement, including but not limited to
training on all Collection Laws, Compliance mandated in terms of RBI master
Circular DBOD.No.BP.40/ 21.04.158/ 2006-07 dated November 3, 2006 and
any amendment thereafter . Second Party or its personnel shall not involve or
indulge in illegal activities for resolution of stressed referred account. If in case,
any complaint or legal case is filed for flouting law, regulation, then in that case
Second Party shall be liable to indemnify First Party or its employees or its
representatives and shall bear legal cost incurred by First Party to defend.
 J. Monitoring and Self Correction. Because Collection Laws contain subjective
legal standards that prohibit conduct that rises to the level of deceit or
harassment, second party agrees to monitor its Agents, employees, and
vendors to ensure that their conduct is at all times lawful, honest, courteous
and in compliance with RBI guidelines for collection agents. Whenever Second
party self-identifies any issues relating to or determines that it is not in
compliance with Collection Laws, Client’s Service Level Agreement and
Performance Standards, or the Second Party’s Policies and Procedures, it will
advise Client and shall immediately correct the conduct or condition that is
causing the Second Party not to be in compliance with Collection Laws, Client’s
Performance Standards, or Second Party Policies and Procedures, whether
such noncompliance is attributable to a process, procedure or the conduct of
an individual Agent or employee of the Second Party.
K. No Delegation. Second shall not assign or delegate any portion of the
performance of the Services under this Agreement to any third party over which
Second party does not have direct control and supervision without the express
written consent of Client. Notwithstanding the foregoing, Second Party may use
its own employees or contractors retained by Second Party to perform the
collection services on Referred Accounts.

Commission

A. Subsequent to collection of total amounts of Rs.77,90,226 by October

13,2022, First Party shall only be liable to pay Rs. 6,90,226(Rupees Six
Lakh Ninety Thousand Two Hundred and Twenty-Six Only) as commission
to Second Party.
B. In case Second Party failed to do collection of whole agreed amount in
terms schedule mentioned below,
S.No. Cheque Cheque Mode of Payment Drawn Account No.
Date Number Payment on
1. 12.07.2022 000051 Cheque 30,00,000 AU 1711210112457034
Bank
2. 13.10.2022 000094 Cheque 41,00,000 AU 1711210112457034
Bank
3. 13.10.2022 000097 Cheque 6,90,226 AU 1711210112457034
Bank
 then in that case Second Party don’t have right to claim its commission and
first party shall terminate this service level agreement without further notice and
shall not pay any commission for part payment collected.

Both the parties further agree that payment of such commission to second party by
first party upon successful collection of agreed amounts is subject to statutory
deduction in terms of Income Tax Act and other applicable Taxes.

Term

This Agreement shall be effective on the date of signing this Agreement (hereinafter
referred to as the “Effective Date”) and will end on October 13, 2022, or receipt of
whole agreed amount, whichever is earlier.

The term of this Agreement may be extended upon the provision of written consent
from both Parties.

Indemnification

The First Party, its employees shall be indemnified for the litigation, criminal, civil
cases filed for seeking damages caused due to act of Second Party, which is termed
as illegal, unlawful or in contravention of RBI guidelines mandated for collection and
recovery Second Party then in that case Second Party shall be liable to indemnify First
Party and reimburse the legal cost incurred for defending itself.

Confidentiality

All terms and conditions of this Agreement and any materials provided during the term
of the Agreement must be kept confidential, unless the disclosure is required pursuant
to process of law or mandated by regulatory body including by auditor.

Disclosing or using this information for any purpose beyond the scope of this
Agreement, or beyond the exceptions set forth above, is expressly forbidden without
the prior consent of the Client.

– This section will remain in full force even after the termination of this Agreement for
a period of 1 year.

Termination

This Agreement may be terminated in the event that any of the following occurs:

1. Immediately, in the event that one of the Parties breaches this Agreement.
 2. In case Second Party failed to collect and deposit with First Party, the whole
settlement amount pertaining to referred loan account
NFINMPBLGUR000005000039.
3. At any given time by providing written notice to the Second party by first party
07 days prior to terminating the Agreement.

Representation and warranties

The Parties agree and disclose that they are fully authorized to enter this Agreement.
The performances and obligations of both Parties may not violate the rights of any
third party or violate any other agreement made between them and/or any other
organization, person, business, or law/governmental regulation.

Severability

In the event that any provision of this Agreement is found to be void and unenforceable
by a court of competent jurisdiction, then the remaining provisions will remain in force
in accordance with the Parties’ intention.

Governing Law and jurisdiction

In case of dispute this Agreement shall be subject to exclusive jurisdiction of Delhi

courts and governed by and construed in accordance with the laws and jurisdiction
of Delhi Courts.

Alternative Dispute Resolution

Any dispute or difference whatsoever arising out of, or in connection with, this
Agreement shall be submitted to arbitration and subject to the laws of Arbitration and
Conciliation Act ,1996 and amendment thereof. The seat of arbitrator shall be Delhi.

Amendments

The Parties agree that any amendments made to this Agreement must be in writing,
where they must be signed by both Parties to this Agreement. As such, any
amendments made by the Parties will be applied to this Agreement.

Assignment

The Parties hereby agree not to assign any of the responsibilities in this Agreement to
a third party, unless such is consented to by both Parties in writing.

Entire Agreement
This Agreement contains the entire agreement and understanding among the Parties
hereto with respect to the subject matter hereof, and supersedes all prior agreements,
understandings, inducements and conditions, express or implied, oral or written, of
any nature whatsoever with respect to the subject matter hereof. The express terms
hereof control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof.

Signature And Date

The Parties hereby agree to the terms and conditions set forth in this Agreement and
such is demonstrated by their signatures below:
First Party

Name: ______________________

Signature: ___________________

Date: _______________________

Second Party

Name: ______________________

Signature: ___________________

Date: _______________________