ee BM 201093 \eoh Crmmesn RPEvewnal& oy ) S. VANNYA PERUMAL iu: pre D>, SAN Asan \D No: 155/24, BHARATHI SALA! ROYAPETTAH, CHENNAI-6( 1. ‘ 318 OPERATION AND MAINTENANCE CONTRACT “> "°277°'% BETWEEN SREE SANTOSH GARMENTS AND GAMESA RENEWABLE PRIVATE LIMITED DATED July 17, 2017This Operation and Maintenance Contract is made and executed on this July 17, 2017 at Chennai by and between: Sree Santosh Garments, a Proprietorship Firm with ils office at 7, Cotton Mills Street, P.N. Road, Tirypur — 641 602, hereinafter referred fo as the “Owner” (which term shall unless repugnant to the context ‘or meaning thereof be deemed to mean and include its successors- in-business and permitted assigns) of the OTHER PART represented by its Authorized Signatory; AND Gamesa Renewable Private Limited, a company duly incorporated under the Companies Act, 1956, having ils office at The Futura, Block 8, 8th Floor, No. 334, Rajiv Gandhi Satai, Shollinganallur, Chennai - 600 119 hereinafter referred to as the "Contractor" (which term shall mean and include its successors in business and permitted assigns) of OTHER PART represented herein by its Authorized Signatories; (The Owner and the Contractor may, where the context permits, be referred to collectively as “Parties” and individually as “Party”). WHEREAS: A. The Contractor is engaged, inter alia, in the business of operating and maintaining wind power generation facilities and has offered its services to the Owner; 8. The Owner owns 2MW Wind Turbine Generator (WTG) {comprising of 01 number of G97/2000KW WIG bearing HISC No.271 and turbine id 100262566) and auxiliary equipment (collectively referred to as “WIGs") installed and located in the Kayathar Wind Park in the state of Tamil Nadu (the 'Project’); C. The Owner Is desirous of engaging the Contractor for the provision of operation and maintenance services for the WIGs, and the Contractorhas agreed to provide such services, strictly in accordance with the stipulations, terms and conditions set forth in this Coniract; D. The Parties have agreed fo enter into this Contract to govem the services fo be cared out by the Contractor for the WIGs comprising the Project, subject to and on the terms and conditions set out herein NOW THEREFORE, in consideration of the foregoing, mutual undertakings and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: . DEFINITIONS AND INTERPRETATIONS. 1.1, DEFINITIONS In this Contract, unless the context otherwise requires, the following capitalised terms, together with their respective grammatical variations and cognate expressions, shall have the meaning hereunder defined. “Affiliate” means, with respect to a Party, its subsidiary company, its holding company or a company that is a subsidiary of such holding company: “Applicable Law(s)" means any statute, law, regulation, ordinance, rule, judgment, order, decree, clearance, approval, directive, guideiine, policy, requirement, or other governmental resitiction or any similar form of decision, ‘or determination by, or any interpretation or administration of any of the foregoing by, any Government Authorily as may be in force and effect as on the date of signing of this Contract, and in effect thereafter as amended, subject to stipulation in Clause 10; “Business Day" means Monday to Friday excluding holidays declared under Negotiable Insiruments Act, 1881 in Chennai; “Change In Law” means the occurrence of any of the following subsequent to the Effective Date: {a}the enactment, adoption, promulgation, modification or repeal of any Applicable Law, including the imposition of any new or additional taxes with or without retrospective effect; or(b} the imposition of any material condition on the issuance or renewal of any Govemment Approval; or {c)a change in any legislative, judicial, executive or governmental codes of conduct, guidelines, policies or regulations. "Claim" means any claim, proceeding, cause of action, action, or suit (including by way of contribution or indemnity) at law or in equity in relation to Loss; “Clause” means a clause of this Contract; “Commissioning” means the functional operation of the relevant WIG, following the erection of the WIG and energisation of the relevant WTG with the grid and the terms “Commission” and "Commissioned" shail be construed accordingly; “Contract’ means this Operation and Maintenance Contract including its preamble, recitals, schedules, its annexure, attachments and any written amendments or variations thereto made in accordance with its terms; “Control” means having the right to exercise or cause the exercise of the vote of fifty per-cent (50%) or more of the voting shares of a company or body corporate or the right to appoint or remove a majority of the directors thereof: “Disqualified Third Party" means, (a) in respect of the Owner, any person who is, or whose Affliates are, engaged in the business of manufacturing, supplying, erecting wind turbines and developing wind farms; (b} in respect of either Party (iJ any person or its Affiliates or a promoter, director or partner of such person who has been convicted for any criminal offence involving dishonesty or comuption or has been clebarred from dealing in securities in the capital markets by the Securities and Exchange Board of India or is in the caution list of the Reserve Bank of India or has been barred from perforrni obligations similar fo those contained in this order in any jurisdiction; and {ii) any person or its Affifiate which has pending lfigation with the party in any iction or its Affliates or any person or its affiliate against whom the parly or ils Affiliates filed any case in any jurisdiction, but shall exclude banks and/or financial institutions; Page 4 of 37“Effective Date” shall mean from September 28, 2016; "Fees" means and includes any and all charges, fees, levies and other sums of any nature payable to any Government Authority for and in respect of the Services; “Free O&M Period” shall have the meaning in Clause 8.1; “Goverment Approval” means any and all necessary and required authorisations, consents, grants, approvals, licences, leases, permits, exemptions, concessions, filings, clearances, variances, orders, publications, notices, declarations or regulations, issued by any Government Authority in connection with the performance of obligations under this Contract by the Owner and the Contractor; "Government Authority’ means the Government of India, any state government, any local, regional, territorial or municipal authority or quasi- govermmental authority, ministry, govemmental department, government authority, commission, board, bureau, agency, instrumentality, executive, legislative, judicial, regulatory or administrative body or any other state utility or insirumentality having or purporting to have jurisdiction over the Project, Project Site or any portion thereof and performance of the obligations and exercise of rights of the Parlies in accordance with this Contract, or any matter arising from or in connection with this Contract; "Grid" means the power evacuation and transmission system from group. metering yard to the Stale Transmission Uiility (STU) substation to which the Project will be connected for evacuation of power generated by the Project: “Losses” means all direct losses (specifically excluding consequential losses and indirect losses, loss of profit, loss of revenue and loss of power generation), liabilities, damages, fines, interest, awards, penalties, costs (including, reasonable legal costs, lawyers" and arbitrator's fees], charges and expenses or other losses or damages or claims of whatsoever nature or howsoever occasioned including any of the above suffered by the non- defaulting party or a third parly as a result of any act or omission in the course of or in connection with the performance, non-performance, deficiency or omission to perform of the obligations under this Contract;“Machine Availability” means the ratio of available hours for generation to the total hours for a given period and subject to exclusions, as specified in Clause 7; “O&M WIG Service Fee" shall have the meaning in Clause 8.2 (a); “O&M SS Service Fee" shall have the meaning in Clause 8.2 (b); “Person” means any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation company, partnership, limited liability company, joint venture, government authority or frust or any other entity or organization and includes the Parties; “Project Site" means the land designated at Kayathar Site, Tamil Nadu, India, where the Project is located; “Reactive Power Import” means the reactive power drawn by the Project annually; “Safe Working Practices Manual” means the Contractor's document on safe working practices in connection with the Services; as such document may be updated by the Contractor from time to time, which the Contractor will make available to the Owner upon the Owner's request at any moment. “SBAR” shall mean the State Bank of India advance rate for the purposes of Interest rate determination under this Contract, from time to time in accordance with Reserve Bank of India norms; "SEB" means the electricity board of the state of Tamilnadu and includes its relevant affiliates and successor entity/ies; “Services” means the operation and maintenance services to be provided by the Contractor in respect of the WTGs pursuant fo Clause 3 of and in accordance with this Contract; “Taxes” means any fees, taxes, levies, interest, penalties or other sum levied pursuant to any Applicable Law, including but not limited to all sales, value added, excise and storage taxes, service taxes, goods and services tax, license and permit fees, entry tax, works contract tax, levies, octtoi, cess, import duties, imposts, deductions, charges, withholdings and duties;“Technical Specifications" means the specification of the Owner's WTG; “WIG” or “Wind Turbine Generator” means the Gamesa make G97 model 2MW rating energy machine set employed for generating energy based on wind power and which shall comprise mainly of, but not restricted to nacelle, hub and set of three blades, controller (microprocessor), tower suitable for hub height of 104 meters and protection mechanism against lightning [in accordance standard IEC 61024-1) and in accordance wilh the Technical Specifications. 1.2.1nterpretation In this Contract unless the context otherwise requires: {a) The words importing the singular shall mean the plural and vice versa; and words importing the masculine shall include the feminine and neuter and vice-versa. {b) Where any word or expression is given a defined meaning, any other grammatical form of that word or expression shall have the corresponding meaning, where the context requires. {c} Any word or expression used in this Contract shall, unless defined or construed in this Contract, bear its ordinary English meaning. (d)'Recitat", "Clause" and “Schedule" shall refer, respectively to Recitals of, Clauses of and Schedules to this Contract. The Schedules fo this Contract shall form part and parcel of this Contract. {e] The headings and sub-headings in this Contract (and references to them) are included for convenience only and shall not be taken into account in interpreting this Contract, (f) The references to the word "include" or “including”. particular’, shall be construed without limitation. F to the phrase “in (g} The references to any Contract or deed or other instrument shall be consirued as a reference to such Contract, deed, or other instrument as Page 7 of 37the same may, from time to time, be amended, varied, supplemented or novated. (h) Reference to indebtedness includes any obligation (whether incurred as principal or surety or otherwise} for the payment or repayment of money, whether present or future, actual or contingent, (i) Unless otherwise provided, whenever provision is made for the giving or issuing of any notice, endorsement, consent, approval, permission, ceriificate or determination by any person, such notice, etc., shall be reasonably given, shall not be unreasonably withheld or delayed; and (i) shall be in waiting and the words “nolify", "endorse", “approve”, “permit”, “certify” or "determine" shall be construed accordingly. Where any nojice, consent or approvals to be given by either of the Parties, the nolice, consent of approval shall be given on their behalf only by any authorized persons as identified in this Contract. 2, TERM The term of this Contract shall commence from September 28, 2016 ("Effective Date") and shall continue for a period of Ten (10) consecutive years [the 'Term’) following the Effective Date, unless terminated in accordance with the terms of this Contract. 3. SCOPE OF SERVICES (c)During the Term, the Contractor shall, subject to due payment of the O&M Service Fee in accordance with Clause 8 and subject to the Contractors right to suspend the Services in accordance with Clause 14 of this Contract, provide the Services set out in this Clause 3 and Schedule | (the "Services") (b) The obligations of the Contractor to provide the Services shaill not be enforceable against the Contractor in case: {a} any operation and maintenance of the WIG is performed by any person not being the Coniractor; or (b} defect or non-conformily is caused due fo any act or omission by the Owner or its agents; or (c) modifications of the WTG not authorized by the Contractor; or (d) defects caused by or arising out of events of Force Majeure; or (e) defects / non-conformity caused by Grid related errors (each an ‘Exclusion Event’). Where any Exclusion Event Authorized‘occurs, the Owner shall be liable to make full payment towards procurement of Services and spare parts from the Contractor. 3.1. Operations 3.1.1. Operation and Monitoring of the WTGs The Contractor shail man and effectively operate the WIG on a continuous basis (24 hours a day, 7 days a week). The Contractor shall deploy adequate skilled and trained manpower for this purpose. The Contractor shall also provide watch and ward staff for the Wind Farm. 3.1.2.Co-ordination with SEB The Contractor shall co-ordinate with SEB/CEIG for: @) Assisting and recording of readings of the energy meters and receipt of energy statement. b) Periodic inspection by CEIG of the electrical installations of the WIG\s) and rectify the defects mentioned in their defect report within the stipulated time. 3.1.3. Payments from SEB The Contractor shalll prepare and submit Invoices to SEB. subsequent to the joint meter reading. The Owner agrees and acknowledges that the Contractor shall not be responsible in any manner whatsoever for payment delays by SEB. 3.1.4, The Contractor shall coordinate with Govemmental and local bodies for smooth and efficient operation of the Wind Farm. 3.2. Maintenance 3.2.1. Preventive maintenance {a} Preventive maintenance consists of the performance of scheduled maintenance and periodic inspections of the WTG by the Contractor at the Project Site in accordance with the O&M Manual, For Gamesa Renewable Page 9 of 37 utnohya copy of which shall be provided to the Owner on signing this Contract in the form of CD; (b}The Owner will be notified of the execution date of each Preventive Maintenance activities at least 15 (fifteen) days in advance of the relevant activities. 3.2.2. Corrective Maintenance (a) Corrective Maintenance refers to repairs and invalves, either or both of the following: {i) Major comrective work: interventions which require the provision of auxiliary liffing and transport resources and/or hurnan resources which are not those normally employed at the Project site by the Contractor for the performance of Services; and (i) Minor comective work: interventions involving the repair of breakdowns which do not require the special means described in paragraph a} above. {aj and {b) shail be collectively called as “Corrective Maintenance") (o)The Contractor shail promptly perform the Corrective Maintenance. {c} The labour, consumables, spare parts, transportation, litfing means and auxiliary resources required for performance of Corrective Maintenance shall be provided by the Contractor at no extra cost to the Owner, except in respect of the repairs caused on account of Exclusion Events, the cost for which shall bome by the Owner in full. 3.3. Reports (a) The Conitactor shall provide the Owner with the following reports containing the following information: Page 10 of 37{i) The calculation of the availability of each individual WTG belonging fo the Owner on daily and monthly basis; {il) The operating status containing details of generation recorded in the relevant WIG, machine downtime, the reason for the downtime, grid avatlability, start time and stoppage durations for each relevant WIG, on a daily basis and monthly basis; (il) Preventive Maintenance carried out on the WTG as per the Preventive Maintenance Manual; {iv)The Owner can access the reports stated herein above in the customer portal "http://gamesaenergyinto.in” using user identification and password assigned to the Owner. The data in this, system will be updated on ai daily basis (24Hrs) 3.4, Spare Parts {a}In case of replacement of any part of the WIG by the Contractor the Contractor shall be entitled to the replaced part. (b)The Contractor shall be entitled to, at its sole discretion, to use any functionally equivalent refurbished components/parts to replace any detective part of the Equioment and the use of refurbished componenis/parts shall be informed to the Owner. 3.5. O&M Plan (0) Preparation of O&M Plan Not later than 10 (ten) days before each anniversary of the Effective Date of this Caniract, the Contractor shall prepare and submit to the Owner its proposed operations and maintenance plan containing the details ("O&M Plan’) for the subsequent year. For the fist year of the Term, the Contractor shall prepare such O&M Plan within 30 (thirty) Business Days of the commencement of the Term. Each O&M Plan shall set out in detail all relevant information relating to the anticipated Services on the WIGS at the Project Site, on a quarterly basis, during the relevant year. (b) Variation to Approved O&M Plan Page 11 of 37,The Contractor shalll be entitled, during the course of the year to which a given O&M Plan relates, fo propose adjusiments fo such O&M Plan by a written notice to the Owner. Parties shall mutually discuss such Variations and upon agreement implement the same. The obligations of the Contractor to provide the Services shall no! be enforceable against the Contractor in case any of the following events occur ("Exclusion Events"): (ij Any defect caused by modifications of or works on the WIGs performed by any person other than Contractor, its Affiliates or subcontractors. {ii) Operation of the WTG outside the limits and conditions specified in the Technical Specifications. {ii) Damages to the WTGs caused due to external reasons and not attributable to Contractor or ils agents. {iv)Modifications imposed by Changes in Law. (v) impediments in the access to the Project Site, not attrisutable to the Contractor. (viJNon-avaitability of Grid {vi} Force Majeure events. (vil) Excessive number of grid voltage drops beyond the limits specified in the contract. The limit is 200 grid failures involving or requiting shutdown or sudden stoppage of the WIG, (iq) The use by the Owner of spare or replacement parts for the WIG that are not authorized by the Contractor. (x) Any event of thefl, burglary or dacoily. (xl) Any defect caused by the Grid or any infrastructure owned by STU (xi) Defects caused by the intentional act of any party not(xii) Charges incurred for maintenance like freewheeling when the Grid is not available. 4. OWNER OBLIGATIONS 4.1. Access The Owner shall provide and ensure the Contractor uninterrupted access to the Project Site on which the Commissioned WTGs are located including access roads and intemal roads, which access shall be adequate for the Contractor to perform the Services and activities incidental and ancillary thereto under this Agreement, 4.2. Permits and Licenses The Owner shall obtain and maintain at its cost all Government Approvals, including approvals from pollution control board, applicable fo the Project and the WIGs, in accordance with the Applicable Laws and the terms of this Contract, other than the specific Government Approvals that the Contractor is required to obtain. 4.3, Owner Approval {a)In any circumstances where the Contractor requests the approval or consent of the Owner to any action (or inaction), the Owner shail Consider and respond to such request as promptly as possible under the circumstances and, if possible, within the response time requested by the Contractor but in no event later than 2 (two) Business Days, and the Owner's approval or consent shall not be unreasonably denied, withheld or delayed. (b)The Owner also accepts and acknowledges that any revision/modification to the WIG, arising from or as a result of any order of any Government Authority / Change in Law / change in policy, the same will be done / modified by the Contractor at Owner's cost. 4,4, Necessary Documents For Gamesa Renewable Page 13 of 37The Owner shall provide the Contractor with copies of all documents [including amendments and updates) necessary for Coniractor to perform the Services. 4.5. Hazardous Substances and Waste (a) The Contractor will, as required under the Applicable Laws, remove from the Project Site all hazardous substances and/or all ordinary and hazardous waste resulting from the maintenance of the WIG in accordance with the Applicable Law into the Owner-supplied containers and deliver to the Owner's warehouse at the site. Such containers shall be valid for the management and segregation of waste in accordance with the Applicable Law. (b) Notwithstanding the above, (I) if, under the Applicable Law, transportation of the hazardous materials and/or waste from the WIG. to the Owner-supplied containers requires specialized vehicles that ‘are different from those ordinarily required in the Services and Contractor does not have such specialized vehicles, the Owner shall be responsible for such transportation, and {ii) all such hazardous substances and waste shall remain the property of the Owner. 4,6.The Owner shall not, during the Term of this Agreement without the prior written consent of the Contractor neither procure any services from any contractor other than the Contractor nor shall perform any services on the WTG by itself. 5, QUALITY, HEALTH SAFETY AND ENVIRONMENT The Contractor shail: {a}in performing its obligations under this Contract, comply with the Quality, Health, Safety and Environmental Plan and (b) allow the Owner's representative to inspect and check, if required, the Contractor's compliance with the Quality, Health, Safely and Environmental Plan at the Project Site, provided that the Owner provides the Contractor with at least § (five) Business Day's prior notice ‘of the Owner's intent to inspect and providing always that such inspections must not materially impede, hinder or interrupt the A Ey NrContractor's operations or performance of its obligations under this Contract, 6, SUB-CONTRACTING The Contractor may utilize sub-contractors in performing the Services, provided that the use of such sub-contractors by the Contractor shall not, in any respect, relieve the Contractor of the obligations and warranties of the Contractor under this Contract. The Owner shall not, during the Term of this Contract without the prior written consent of the Contractor neither procure any services from any contractor other than the Contractor nor shall perform any services on the WIG by itself. 7, WARRANTIES 7.1. Warranty obligations in respect of the WTGs to be fulfilled by the ‘Contractor under this Contract shall be limited to the following: (aj the Machine Availability Warranty; and (b} the Reactive Power Import Warranty. 7.2.Machine Availability and import Warranty ‘Machine Availability’ means a percentage calculated for each WTG in accordance with the following fraction: 760 - time not available 3,760 Where ‘time not available’ means the number of hours in which the WIG is not operative due to defects in the WTG for reasons solely attributable fo the Contractor. In case of loss of (i) the data recorded at the Remote Control System; cr (ii) the communications with the WTG through the Remote Control System, the non-monitored time due to such loss shall be deducted from the numerator and the denominator of the above fraction, provided that such loss is not attioutable to the gross negligence or wilful misconduct of the Contractor.Furthermore, the fimes lost due to the following reasons will not be deemed time not available: (9) (b) {c) (a) () (9) (h) (i) a (k) Authorized Force Majeure including the times at which the climatic conditions exceed those stated in the Safe Working Practices Manual. Grid parameters out of the range set out in the Technical Specifications, Wind speed out of the range sei out in the Technical Specifications. Ambient temperature out of the range set out in the Technical Specifications provided that the alarms in the WIGs ore triggered. Hours during which Preventive Maintenance is performed as per this Contract. Ice on blades, Excessive number of grid voltage drops beyond the limils specified in the contract. The limit is 200 grid failures involving or requiring shutdown or sudden stoppage of the WIG. Hours as may be approved by the Owner pursuant to a variation ‘order, during which upgrading maintenance is performed. WIG cables unbundling. Lack of valid access fo the Project Site or the WIGs in accordance with Clause 4.1 Time elapsed from the stoppage of the WTG until the manual reset thereof by the owner, unless the Contractor has been engaged under the Maintenance Agreement for the non-stop on-Site operation of the WTGs.() Non fulfilment by the Owner of its obligations under the Maintenance Agreement {m) Time elopsed duting the suspension period in accordance with Clause 21 (n) Shut down of the WTGs for non-compliance of Applicable Law by the Owner in the event of any Change in Law, (0) Any Warranty limitations pursuant to this Agreement, For each year, the average Machine Availability of the Project will be calculated at the end of such year as the arithmetical average of the Machine Availabllities of each and every one of the Owner's WIG. During the Term, Contractor warrants that the Services shall be planned and undertaken by the O&M operator to ensure that the annual average Machine Availability of the Project calculated at the end of each production period shall be not less than 95% {ninety five percent) and 90% {ninety percent) in case of the first three months of the first production period from the Effective Date [the "Machine Availability Warranty’). 7.3.Machine Availability Liquidated Damages (a)if the Contractor fails to meet the average Machine Availability Warranty as per Clause 7.2, the Contractor shall be liable fo pay to the Owner the availability liquidated damages ("Machine Availability Liquidated Damages’) {0)The Owner shall document the annual income generated by the WTG\3} during the particular year. The Machine Availability Liquidated Damages shall be calculated as stated below. (The numbers used in the following example are solely for the purpose of illustration) lEnergy generation documented by the Owner land verified by Contractor: 100,000 Units Availability documented by Contractor: 90% [Availability warranted by Contractor: Page 17 of 37[Availability shortfall cee 5% Loss of generation due to lower availability = 1,00,000 / 90% X 5% = 5,555 Units Liquidated damages will be: 5,555 x INR 3.39/- (selling rate to SEB) = INR.18,831/- (c} The Parties agree and acknowledge that liability of the Contractor ‘on account of Machine Availability Liquidated Damages under this Agreement or otherwise shall be limited to a maximum of 50% (fifty percent} of the O&M WIG Service Fee for the Owner's WTGs for the relevant year excluding taxes duties and levies. 7.4.Reactive Power Warranty {a)The Contractor warrants that the maximum reactive power drawn by the Project shall not exceed 5% of the total power generated by the Project annually ("Reactive Power Warranty’). For the purpose of this Contract, the Reactive Power Warranty shall be applicable from the 91 day of the Effective Date and shall continue throughout the Term. (b]In the event that the annual Reactive Power drawn by the Project exceeds 5% of units generated by Project per annum and the Owner is required to pay penalty to SEB for the excess reactive power drawn over 5%, the Contractor shall compensate the Owner for penalty amount paid by the Owner fo SEB ("Reactive Power liquidated Damages’). Percentage of Reactive Power Import shall be calculated as stated below: Percentage of KVAth Import {per year) = KVArh Import (Units) / KWh Export (units) {The numbers used in the following example are solely for the purpose of illustration) KVAth Import recorded in the WIG 120000 units kWh Export 2000000 units|Fercentage of actual KVAth Import to KWh Export 1¥20000/2000000=6% Percentage of KVArh to KWh Export warranted by Contractor 5% [Excess KVAth Import 1% Excess KVArh Import Units=> 120000 - 100000 = 20000 Units liquidated damages will be: 20000 units x INR 0.25/- {Penalty imposed by SEB) = INR 5,000/- {c} The liability of the Contractor on account of charges and/or penalties payable by the Contractor under Clause 7.4(a} shall be limited to. a maximum of 10% (ten percent) of the O&M Service Fee for the relevant WIG for the relevant year excluding Taxes, 7.5.Exclusive Remedy The Owner's sole and exclusive remedy under clauses 7.2 and 7.4 for any and all Losses or damages suffered by the Owner in respect of the Machine Availability Warranty and Reactive Power import Warranty shall be fhe payments to be made under clauses 7.3 and 7.4 respectively. The Parties agree and acknowledge that any sums which would be payable under Sections 7.3 and 7.4 are in the nature of agreed compensation and allocation of risk in respect of Machine Availability and Reactive Power Import, and not as penalty and are fair and reasonable. 7.6. Overall Cap of liquidated Damages as set out in Clauses 7.3 and 7.4 The liability of the Contractor on account of damages payable by the Contractor under Clauses 7.3, and 7.4 shall be limited to maximum of 50% (fifty percent) of the O&M WTG Service Fee and O&M SS Service Fee for the relevant WIG for the relevant year, excluding Taxes. 8. PRICES 8.1. Free Operation and Maintenance For Gamesa Renewable P\ A Page 19 of 37, k ori \The Services in respect of WIGs, at the Project Site, shall be performed by the Contractor free of cost for a period of two (02) years from the Effective Date ("Free O&M Period"). 8.2. Paid Operation and Maintenance (a)The Operation and Maintenance Price from the 3¢ year shall be INR 20,00,000/- {indian Rupees Twenty Lakhs Only) per WIG (‘O&M WIG Service Fee") per annum, payable half yearly basis in advance. The O&M WIG Service Fee per WIG per annum will be thereafter revised with an annual escalation of 5% |five percent) over the previous year's price up ill the end of Term. The price payable by the Owner to the Contractor in relation to the Services post expiry of this Contract shall be mutually agreed between the Parties 60 days before expiry of this Contract. (b)The Operation and Maintenance Price for the Shared Services from the 14 year onwards shall be INR 2,50,000/- {Indian Rupees Two Lakhs Fifty Thousand Only) per WTG ("O&M SS Service Fee") per annum, payable half yearly basis in advance. The O&M SS Service Fee per WIG per annum will be thereafter revised with an annual escalation of 5% (five percent) over the previous year's price up till the end of Term. [c) The O&M WIG Service Fee and O&M SS Service Fee are exclusive of all the Taxes. Any Tax that may be Imposed by any Government Authority in respect of the WTGs during the Term shall be bome by the Owner, {d)Invoices for the O&M WTG Service Fee and O&M SS Service Fee shall be raised by the Contractor half yearly in advance, and for other amounts payable by the Owner under this Contract as and when such llabilily of the Owner arises, as mutually agreed upon. All payments shall be made by the Owner within 15 [Fifteen] Business Days from the date of receipt of the relevant invoice. 8.3. Form of payment The Owner shall make payments to the Contractor within fifteen (15) days from the date of receipt of Contractor's invoice, by way of wire transfer to the following account of the Contractor: Page 20 of 37Bank Name — HDFC BANK LTD. [Address 759, ITC Centre, Anna Salai, [Opposite TVS, Chennai - 600 002 |Accountno [0004033001 6849 IFSC Code lHDFC0000004 8.4, Late Payment (a)The payment of the amounts invoiced shall be in accordance with Clause 8.3. Any default in payment of the invoiced amounts as required by Clause 8.3 shall accrue interest of 5% (five percent) over and above the prevailing SBAR [at the first date of default in respect of each default) per annum on each amount calculated from the day of defauit uniil the actual receipt by the Contractor of the said amount ("Default Interest”) (b)In the event the Owner finds any discrepancy in any invoice raised by the Contractor, the Owner shall be entitled to give a written notice of such discrepancy and the reasons thereof within a period of 7 (seven} days of receipt of such tax invoice. (c} The Owner shall, in such an event, pay such part of the invoice value as is not discrepant and withhold that part of the invoice value which is discrepant ("Discrepant Amount’ fill such time that the discrepancy is resolved between the Parties. Notwithstanding the above, when the Contractor receives a notice in relation to Discrepant Amounts, it shall not in any circumstances discontinue the performance of its obligations under this Agreement. (d) Upon receipt of a notice in relation to Discrepant Amounts from the ‘Owner if the Owner's view on the Discrepant Amounts is accepted by the Contractor, the Contractor shall provide a revised invoice to the Owner after excluding the Discrepant Amounts. If the Contractor wishes to dispute the Owner's view on the Discrepant Amounts, the For Gamesa Renewable Pvt Page 21 of 37Contractor shall provide documentary evidence to the Owner within 7 (seven) days of receipt of Owner's nolice in respect of such Discrepant Amount. (e}|f Contractor's documentary evidence is satisfactory to the Owner, the Owner shall accept the invoice value originally raised and shall, within 10 (ten) Business Days, pay to the Contractor such amount along with Default interest. (f) In the event that the Parties are unable to resolve any issue in relation jo any Discrepant Amounts, such dispute shall be resolved in accordance with the provisions of Clause 21 {g}In adgition to such penalties as may be provided for in this Contract in respect of non-compliance with or breach by the Owner of any or al of ifs obligations hereunder including the payment terms as set out in Clause 8.3, the Contractor shall have the absolute and unqualified right, but not the obligation, at its sole discretion to: {i) suspend the Services, where the obligations of the Contractor in respect of any and all warranties set out in Clause 7 shall not be applicable during the period for which such suspension is in force, while the Owner shall continue to be bound by its obligations to pay any defaulted amounts and other amounts due and payaible in accordance with this Contract; (ii) such other remedies as may be available under law; and (ii) Pursue one or more of the above cumulatively or independently insofar as permissible in law. 9, INSURANCE During the Term of this Contract, Owner shall obtain insurance policies for the WIGs and associated equipment at the Project Site at its own expense, adequate for covering risks of fire, burglary, theft, security, public lability and special petils including Force Majeure Events). The Contractor is and shall not be responsible for any short settiement of claim by the insurance company and the Owner shall pay to Contractor, for the Services based on the invoice raised by the Contractor in full, For Gamesa Renewable Py ya’ Page 22 of 3710. CHANGE IN LAW, CHANGES AT THE SITE {a)If the application of any Change in Law increases the time of performance or costs of the Contractor in performing its obligations under this Agreement: (i) the Contractor shall notify the Owner and provide to the Owner reasonably satisfactory evidence of substantial increases in the Contractor's fime of performance, costs and/or variation in the Contractor's performance of its obligations hereunder, and (i) the Parties shall negotiate in good faith using commercially reasonable criteria to revise the terms and conditions of this Agreement. (0}If modifications to the Wind Farm or the Project Site occur, for whatever reason, that have a material effect on the health, safety or environmental risk of the Contractor or the Contractor's personnel, on the performance of the Services, or on the performance or durability of the Equipment, the Parties shall negotiate in good faith using commercially reasonable criteria to revise the terms and conditions of this Agreement. 11. CONFIDENTIALITY {a} The terms and conditions of this Contract and non-public information (including without limitation technical, industrial, operational, financial and commercial information) exchanged by the Parties by virtue of this Contract shall be kept strictly confidential. The receiving Parly shall use such documents and information ("Confidential Information") only as fequired for the full and complete performance of this Contract and shall limit the disclosure of such Confidential Information to {i) its employees or agents who have a need fo know such Confidential Information for the performance of their obligations; fil its auditors in the framework of their ordinary auditing competences; or (i) with respect to Owner, to its promoters, investors, shareholders, consultants and potential banks or registered financial institutions in connection with Owner obtaining loans, financing or capital contributions to fund the construction of the Project at which the WIGs Supplied hereunder shall be insialled, or (iv) with respect to Contractor, to potential subcontractors and suppliers in connection with Contractor's compliance of the obligations stemming from this Contract provided that as regards (i), {i, (il) and {iv) above, the recipients of the Confidential information are to be boundin writing by For Gamesa Renewable Pvt |fd./ YAN ao Ws [) ized Bignato ats ignatory tee y £/ Page 23 of 37confidentiality terms no less restrictive than those contained in the present provision. [b)The confidentiality obligation shall not apply to any disclosure (i) of information that is in or enters the public domain through no fault of the Teceiving Party; (ii) of information that was in the possession of the receiving Party prior to receipt under this Contract (unless such information was issued or received subject to a confidentiality oblig ©F (il) which is required by law or order of any Governmental Authority; Provided that the receiving Party shall give the other Party prior written notice of and an opportunity to object to such disclosure to the extent possible, (c}If either of the Parties leams of any misappropriation or misuse of the Confidential Information, it shall notify the other Party and shall reasonably cooperate with the other Party to prevent such misapproptiation or misuse. (d) The receiving Party shall return to the disclosing Party all Confidential Information upon written request or upon expiration or termination of this Contract and shall cerfify in writing that it has done so. [e) This confidentiality Clause shall be binding on both the Parties in perpetuity ‘and shall survive the termination of this Contract. If it comes to the knowledge or notice of either Party that the other Party is in breach of this Clouse 11, if shall be at liberty to recover damages from the other Party for the losses of whatsoever nature it shall directly and not indirectly incur as a. consequence thereof. 12, NOTICES 12.1, All notices to be given under this Contract shall be sent to the Owner or the Contractor, as the case may be, at the addresses set forth below or to such other addresses as notified from time to time by the Patties to each other, by hand, registered post, electronic mail or facsimile: To the Owner: Attention: Mr C. Rajiv Kumar - Chief Executive Director Sree Santosh Garments, oe. 5 For Comers RETeU ARG | ‘ 4" Is Authd Page 24 of 37No. 7, Cotton Mils Street P. |. Road, irypur ~ 641 602, Tarnil Nadu, India Ph.: +91 421 248 8235 Fax: +91 421 248 8234 To the Contractor: Attention: Mr.N.Phani Kumar (DGM-Services}, Gamesa Renewable Pv! Ltd. The Futura, Block B, 8 Floor, No. 334, Rajiv Gandhi Salci, Sholinganallur, Chennai - 600 119 Phone: #91 44 3098 9898 Email: nphanikumar@gamesacorp.com 12,2, No electronic mall communication will be accepted as a legal notice/ legal claim. Such communication must be served at the appropriate address only by registered post. 12.3. Anotice will be treated as having been received: (a) if sent by hand, when its delivery is contimed by a signature on behalf of the recipient; (b}if sent by facsimile, upon production of a correct and complete transmission report by the machine from which the facsimile was sent which indicated that the facsimile was sent in its entirety to the facsimile number of the recipient notified for the purposes of this paragraph (all facsimile shall be followed by registered post or hand delivery); and {c) By email, when the sender receives an automated message confirming delivery {all electronic mail shall be followed by registered post or hand delivery). 13. CHANGE IN CONTROL (a)If a change in Control {Change in Control") in respect of a Parly occurs: For Gamesa Renewable Pvt it pa? sy \ Nr) Page 25 of 37 Sault ize ignatory GE(i) Such Party shall notify the Change in Control to the other Party within 7 (Seven) Business Days of the occurrence thereof; (i) Where Change in Control leads to the Control of the Party being with an Affiictte of the Party, then this Contract shall continue in full force and effect; and (ii) Where Change in Control leads to the Control of the Party being iransfeed fo a Party not being an Affilate, the other Parly shall be eniitled fo consent fo or reject the notified Change in Control but shall communicate its decision thereon within 7 (seven) Business Days of receipt of notification per sub-clause (a) hereof, failing which it shall be deemed that such other Parly has consented thereto. (b) Any Change in Control not in accordance with this Clause shall entitie the other Party to terminate this Contract in accordance with Clause 14 infra. 14, TERMINATION 14,1.If a Party considers that the other Party ("Defaulting Party’) is in material breach of any provision of this Contract, it may (without prejudice to any Tight of action or remedy that it may have} provide the Defaulting Party with a notice ("Default Notice”) specifying the nature of the breach and a period of not less than 30 (thirty) days, within which period (or such other extended period as may be agreed between the Parties) the Defaulting Party must remedy such material breach to the satisfaction of the other Party failing which the non-Defaulting Parly shall have a right to terminate the Contract. 14.2.Termination by the Owner: a)Without prejudice to any of its other rights under this Contract, if the Coniractor has failed to cure the material breach within the time specified in the Default Notice, the Owner shall have a right to forthwith terminate this Contract. b) Immediate Termination EventsWithout prejudice to any of its other rights under this Contract, the ‘Owner shall have a right fo immediately terminate this Contract without providing any cure period, in the event the Contractor becomes insolvent and / or goes into liquidation or an event of Change in Control has occurred in respect of the Contractor and the Owner has refused fo give its consent thereto. 14.3,Consequence of Termination by the Owner In the event that the Owner elects fo terminate this Contract the Contractor shall refund the advance O&M Service Fee made to the Conitactor in respect of the Services that have not been effected, if any, fo the Owner as on the date of termination; and {il) the Owner shall pay fo the Contractor 10% (ten percent) of the total O&M Service Fee payable to the Contractor for the remainder of the Term of this Contract. 14.4,Termination by the O&M Contractor Q) Without prejudice to any of its other rights under this Contract, if the ‘Owner has failed to cure the material breach within the time specified in the Default Notice, the Contractor shall have a right to forthwith terminate this Contract. b) Immediate Termination Events Without prejudice to any of ils other rights under this Contract, the Contractor shall have a tight to immediately terminate this Contract without providing any cure period, in the event the Owner becomes insolvent and / o goes into liquidation or an event of Change in Conirol has occurred in respect of the Owner and the O&M Contractor has refused fo give ils consent thereto. 14.5.Consequence of Termination by the O&M Contractor In the event the O&M Contractor elects to terminate this Contract the Owner shall pay to the Contractor any and all amounts due to the Contractor under this Contract, as on the date of termination, 15. HANDING OVER OBLIGATIONS Page 27 of 37,Following the expiry of the term or the termination of this Contract, the Contractor shall co-operate with the Owner fo ensure the smooth and efficient hand over of the Project Site to the Owner and remove all its equipment and ony material owned by it from the project site, including any plant, machinery and spares, within a reasonable time periad. 16.INDEMNITY 16.1.4 Party (“Indemnifying Party") must indemnify and hold harmless the other Parly and ils Affliates (each a" Indemnified Party’) from and against any and all Claims and Losses suffered or incurred by the indemnified Party for: (2) any failure on its part to pay Taxes; {b) any non-compliance or violation of Applicable Law by it; (c)_ breach of its representations and warrants contained in this Contract; (d)_ Physical damage by it to the Indemnified Party's assets deployed for the Project at the Location. To the extent of such Claim or Loss: {i)__ arises out of or in the course of or by reason of the performance or non-performance of its obligations under this Contract; and {i) is attributable to its gross negligence, wilful act or omissions or wiful misconduct in performance of its obligations under this Contract. 16.2.0n receipt of any notice of any Claim from any third party, which would entitle any Party ("indemnified Party’) fo Claim indemnification from the other Party (‘Indemnifying Party’), the Indemnified Party shall within a reasonable time provide a written notice of the same to the Indemnifying Party along with all the documents available with it in respect of the said Claim specifying in detail the Claim, the amount claimed by the third party, the date on which the claim arose and the nature of the default to which such item is related [including a reference to the applicable provision of this Contract) and the Indemnifying Party shall settle the claim accordingly. The Indemnifying Party shall be entitled fo but not obliged to participate in and control the defence of any such suit, action or proceeding at its own Page 28 of 37expense or direct the Indemnified Porly to defend such Claim, at the cost of the Indemnifying Party. If the Indemnifying Party elects to control the defence of any such suit, action or proceeding, the Indemnified Party shal render all necessary assistance for the purposes of enabling the Indemnifying Party to take the action refeired to in this Clause 16, The Indemnifying Parly may also request the indemnified Parly, at the cost of the Indemnifying Party to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against the third parly the Indemnifying Party's rights in relation to the matter and in connection with proceedings related fo the matter or use reputable advisers and lawyers chosen by the Indemnifying Party. The Indemnified Parly shail not settle any such suit, action or proceeding without the prior wrilten consent of the Indemnifying Parly. 17. OWNER CAUSED DELAY If the timely performance of this Contract is delayed or disrupted by the Owner, or any action or omission on the part of the Owner is in violation of its obligations under this Contract, or any failure or delay on the part of the Owner to perform such obligations (a "Owner Caused Delay"), then (i) the Conitactor shall have the right to, by notice fo the Owner, suspend or reduce the progress of performance of all or any of its obligations under this Contract fill such time the Owner Caused Delay is rectified by the Owner and {i the Contractor shall be enfifled fo claim for all costs incurred by the Conitactor in connection with this Contract. Provided further, in the event of Owner Caused Delay, the Machine Availability Warranty, Reactive Power Warranty shall be void forthwith and unavailable to the Owner. 18. LIMITATION OF LIABILITY {a} Notwithstanding anything to the contrary contained in this Contract, the maximum overall liability of the Contractor under this Contract, alone or in the aggregate, shall not exceed 50% of the O&M WTG Service Fee of relevant WTG for the relevant year including any Claims or Losses in connection with the Scope of Service arising or occasioned howsoever, whether in contract, tort, strict liability, indemnification or any other legal theory. {b) Notwithstanaing any provisions to the contrary in this Contract, neither Party is liable to the other and each Party releases and discharges the For Gamesa Renewable Pv Page 29 of 37 wht Gifotory WL msother from all Claims for any kind of indirect or consequential loss or damage or for any economic loss, loss of profit, loss of revenue, loss of production, loss of use or business interruption arising under or in connection with this Contract or the subject matter of this Contract. {c} The Parties agree and acknowledge that the provisions of this Clause in respect of limitation and exclusion of liabilities is an agreed allocation of risk between the Patties, the sufficiency of which the Parties hereby agree and acknowledge. 19. GENERAL REPRESENTATIONS AND WARRANTS: Either Parly makes to the other Party the following representations and warrants, each of which is true and correct as on the date of this Contract: {a)it has been incorporated as a company and is validly existing under the laws of India; {Jit has the authority and power, including all corporate approvals, required to enter into this Contract and comply with its obligations under this Contract and transactions contemplated under it; (c) the Contract and the transactions under it do not contravene its constituent documents or any Applicable Law; {(d)in entering into this Contract, it is acting in its own capacity and not in the capacity as trustee of any trust or as agent on behaif of any entity: (2) its obligations under this Contract are valid and binding and are enforceable against it in accordance with the terms of this Contract; and (f) that its representations and warrants are enforceable against it. 20.GOVERNING LAW AND LANGUAGE (a}The governing law of this Contract shall be the laws of the Republic of India. (b)The governing language of this Contract shall be English. For Gamesa Renewable Page 30 of 37 ali(c} The courts at Chennai shail have exclusive jurisdiction over any matter in respect of this Contract. 21, DISPUTE RESOLUTION 21.1. Any controversy or claim ("Dispute") arising out of orin connection with the validity, application or interpretation of this Contract shall be settled by consultation between the Parties initiated by written notice of the Dispute to the other Party. The Parties shall attempt to settle such Disputes by way of negotiation within 60 (sixty) days of notice of any Dispute by any Party to the other Parry. In such event, the Parties shall each arrange for an officer or member of management with authority to meet resolve, in good faith, any pending Disputes during such time period. 21.2. In the event the Parlies cannot reach settlement pursuant to Clause 21.1 within 30 (thirty) days of receipt notice under Clause 21.1, the Parties agree to refer such Dispute to arbitration. The venue of arbitration shall be Chennoi, Each Party will appoint one arbitrator and the two appointed arbitrators will appoint the third arbitrator who will act as a presiding arbitrator, The language of such arbitration shall be English. The arbitration shall, in all other respects, be conducted as per the Arbitration and Conciliation Act, 1996. 21.3. Responsibility of payment for alll costs of arbitration, excepting counsel fees, shalll be as per the arbitration award. 21.4. While any Dispute under this Contract is pending, the Parties shalt continue to perform all of their respective obligations under this Contract without prejudice to the final determination in accordance with the provisions under this Clause 21 22. FORCE MAJEURE 22.1. The term 'Force Majeure’ as employed herein shall mean acts of God, sitikes, lockouts or other industrial disturbances by labour not employed by the alfected partly, ifs subcontractors or its suppliers which is specific to the performance of the obligation by the Parties in accordance with this order, acts Iblic, enemy, wars, blockades, insurrections, hostilities ~ For Gamesa Renewable Phy Ltd Ie ey cane Page 31 of 37 ab earner22.2. 22.3, 22.4, (whether war be declared or not), terrorism, riots, epidemics, landslides, lightning, earthquakes, explosions, fires, storms, floods or other similar events posing a safety concem and/or preventing transportation, handling and actual erection of the WIGs by usage of the crane wind speed above 10 m/s, washouts, arrests and/or restraints or actions/inactions of government authority, court, civil disturbances, quarantine restrictions, freight embargoes or any other such cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence the party is unable to prevent, whatever of the class of causes. A Force Majeure Event shall not relieve a Party from any liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event. Notwithstanding anything contained herein, the following shall not conslilule a Force Majeure: (a) Economic hardship in the performance of any obligation; (b) Delayed performance of any obligation unless such event is caused by an event of Force Majeure Event; {c) Increased costs of the performance of a Party's obligations hereunder, including costs of equipment, material or labour; [d) A breach of any provision of this Contract. [e} Inability of a Party to pay any monies due pursuant to this Contract. Termination for prolonged Force Majeure {a) In the event of either Party hereto being rendered unable wholly or in part by any Force Majeure cause, fo carry out its obligations under this Contract, itis agreed that on the Parly affected by such Force Majeure cause giving the other party notice in writing as soon as possible of the occurrence of the cause relied on by if, but not later than 10 (ten) days of the occurrence of such cause. Then the obligations of the Party giving such notice, so far as they are affecte For Gamesa a te /Bignatory Syby such Force Majeure cause, shail be suspended during the Confinuance of any inability so caused but for no longer period, and such cause shall as far as possible be expeditiously remedied with all reasonable dispatch and diligence. (b) In the event that the period of such suspension shall extend beyond 2 {two} months, then, in that event, the Parties hereto shall consult each other regarding the future implementation of the Contract and take such steps as may be possible to eliminate or minimize further delay. {c}In the event that the period of such suspension shall extend beyond 3(three) months the Party not constrained by the Force Majeure shall have the liberty of terminating the Contract. In the event of such termination: (i) Contractor shall refund to the Employer all payments attributable to the WTGs not Commissioned as on the date of notice of termination after deducting any Delay Liquidated Damages that have been paid by the Contractor fo the Employer in respect of such WIGs; (i) Employer shall pay fo the Contractor, all pending amounts aitributable to the Scope of Work completed as on the date of notice of termination. (d) All payments under this Clause will be required to be made by either Party within 7 (seven) Business Days of receipt of notice of termination. 23, ASSIGNMENT (a}No assignment by either Party without the prior written consent of the other, except to (i) Affliates (ii) by assignment / mortgage / charge by the Purchaser in favour of its lenders for this Project and (iii) by Parties to a person who is not a Disqualified Third Party. (b) The rights of assignment under Clause 23.1 shall be exercised only where the assigning Party remains liable as the principal obligor for the performance of the assigned obligations Page 33 of 3724, GENERAL PROVISIONS (a)Survival The provisions of Operation and Maintenance Price, Notices, Indemnity, Limitation of Liability, Representations and Warranties, Termination for Prolonged Force Majeure Termination, Confidentiality, Governing Law and Language, Dispute Resolution, Survival and other representations, warranties, covenants and provisions contained herein that by their nature survive, shall survive the termination or expiration of this Contract. (b) Waiver The failure by either Party at any time to enforce any of its powers, remedies or tights under this Contract will not constitute a waiver of such powers, remedies or tights or affect the Party's rights to enforce those powers, remedies or righis at any time. Nor does any single or partial exercise of any power, remedy or right preclude any other or further exercise of it or the exercise of any other power, remedy or right under this Contract. No walver shall be effective unless in writing and duly executed by the representatives of the parties hereto. (c) Variations to this Contract The terms of this Contract may only be varied by written Contract between the Parfies, No variation of this Contract will be valid unless it is in writing and signed by or on behalf of each Party. (d) Business Ethics All activities and transactions performed by the Parties under this Contract shalll be carried out in a proper and truthful manner, and any records or documents relating to such activities and transactions shall contain a tue and proper account of the facts and circumstances pertaining thereto. (e) Conflicts of interest The Parties shall exercise reasonable care and diligence to prevent any actions or situations which could result in a conflict with the best interests of the other Party, The Parties shail not offer, give, solicit or accept anadvantage or excessive entertainment to or from any of the employees or agents of the other Party and other business associates. Any Parly who becomes aware of any violations of this Clause shail immediately notify the other Party in writing, (f) Maintenance of Accounts The Paries' respective accounts shall be maintained in accordance with generally accepted accounting principles in India. (g)Severabitity If any provision of this Contract is prohibited, invalid or unenforceable in any jurisdiction, that provision wil, as to that jurisdliction be severed from this Contract and be ineffective fo the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this, Contract or affecting the validity or enforceability of that provision in any other jurisdiction, {h) Costs Each Party must bear and is responsible for its own costs in connection with the negotiation, preparation, execution, and performance of this Contract. (i) Entire Contract This Contract constitutes the entire Contract between the Parties in relation to its subject matter, and supersedes all prior memoranda of understanding / letters of intent / meetings and minutes thereof / past correspondence / letters executed / exchanged / verbal communication between the Parties hereto in respect of the subject matter of this Contract. {i) Headings and Titles The headings and titles in this Contract ore for convenience only and shall not be deemed part thereof or be taken info consideration in the interpretation or construction of this Contract. (k) Partnership For Gamesa Page 36 of 37Nothing contained in this Contract shall constitute or be deemed to constitute a partnership between the Parties, and no Party shall hold itself ‘out as an agent for the other, except with the express prior written consent of such other Party. This Contract is the result of a joint draft of the Parties and any rule of interpretation interpreting contracts against a Party primarily responsible for drafting the Contract shall therefore not be applicable. () Counterparts This Contract may be executed in any number of counterparts and alll of those counterparts taken together will be deemed to constitute the same insirument. (m) Non - Solicitation Each party hereby undertakes that during the term of this Contract and for a period of two years after the termination or expiry of this Contract, it shall not, and shall ensure that their Affiliates / associated companies shall not, directly or ingirectty offer employment to or employ/hire the employees of the other Party. For Authorize Page 36 of 37,IN WITNESS WHEREOF the Parties have caused this Contract to be signed by their duly authorised representatives on the date, month and year first above written. For Stee Santhosh Garments whe ead In the presence of: je feel caie e rh ral