SERVICES AGREEMENT

THIS SERVICES AGREEMENT (“ azoAgreement”) made at Gurugram on 17th day of October 2022
(“Effective Date”) by and between:
1. ARTHMATETECH PRIVATE LIMITED, a company incorporated under the Companies Act,
2013 and having its registered office address at 75C, Park Street 3rd Floor Kolkata-700016,
West Bengal, India (hereinafter referred to as the “Arthmate”, which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and include its
successors and assigns) of the ONE PART; and
2. M/s Preksha Edutech Private Limited, U80904TG2022PTC166653, a company
incorporated under the provisions of the Companies Act, 2013 having its registered office at
Flat No 501, Kailshnath Arcade, Guttala Begumpet, Kavuri Hills, Hyderabad- (hereinafter
referred to as “Company”, which expression shall, unless repugnant to the context or
meaning thereof, mean and include its successors and permitted assigns), of the OTHER
PART.
Arthmate and Company shall be referred to individually as a “Party” and collectively as the
“Parties”.
WHEREAS:
(A) The Company is inter alia engaged in the business providing sourcing borrower desirous of
availing business loan via its platform Breakout www.prekshaedu.com

(B) Arthmate is inter alia engaged in the business of providing technology solutions and
services;
(C) The Company has entered into a master services agreement (“MSA”) with Mamta Projects
Private Limited(“NBFC”) for the purpose of facilitating loans to the customers and vendors
of the Company.
(D) Pursuant to the MSA, the Company wishes to avail API (as defined hereinafter) integration
services and such other Services (as defined hereinafter) offered by Arthmate for the
purpose of management of the loans generated or facilitated through the NBFC and
Arthmate has agreed to provide access to such services in accordance with the terms of this
Agreement.

NOW THEREFORE, IN CONSIDERATION OF MUTUAL PROMISES AND UNDERTAKING HEREIN

CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1. DEFINITIONS
1.1.1.“Agreement” means collectively this Services Agreement, together with the
schedules and annexures attached hereto, as amended, supplemented, replaced or

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 otherwise modified from time to time, and including any other document which
amends, supplements, replaces or otherwise modifies this Services Agreement;
1.1.2.“Applicable Law” shall mean all statutes, enactments, and acts of legislature, laws,
ordinances, rules, bylaws, regulations, notifications, guidelines, policies, directions,
directives, treaties and orders of Government of India and or any government
authority as amended or supplemented from time to time.
1.1.3.“API” shall mean those of the Application Program Interface that are made available
by Arthmate to the Company, under the terms of this Agreement and are more
specifically identified in Annexure 1 of this Agreement.
1.1.4.“Feeder Sheet” shall mean a master excel file provided by Arthmate to the
Company for feeding of information and integration of the same for loan
management.
1.1.5.“Intellectual Property Rights” shall deem to mean and include all copyright, designs,
inventions, patents, service marks, trademarks (in each case, whether registered or
arising at common Law, or its overseas equivalent) or applications for any of these,
formulations, trade names, business names, discoveries, trade secrets, know-how,
source code, object code, technical information, commercial and financial data and
all other industrial or intellectual property rights (whether registered or not).
1.1.6.“Personal Data” shall mean any and all information including without limitation
personally identifiable information of a person provided to or acquired by the
Parties pursuant to this Agreement.
1.1.7.“Services” shall refer to integration of systems through access and usage to/of the
API/s and/or Feeder Sheet, wherever applicable in accordance with the terms of this
Agreement and ancillary services in relation thereto as specified in Annexure 1 of
this Agreement.
1.1.8.“Security Breach” shall refer to any unauthorized access, use, disclosure, damage or
destruction of the API or Feeder Sheet, as the case may be, of a Party and/or any
data on the API or Feeder Sheet, as the case may be, of Party and shall include but
not be limited to any viruses or other alien computer programming that may
damage, detrimentally interfere with, surreptitiously intercept, or expropriate any
part of the system or data on such API or Feeder Sheet, as the case may be.
1.1.9.“Third Party” shall mean and include any person or entity who is not a party to this
Agreement.
1.2. INTERPRETATION
1. The interpretation and construction of this agreement shall be subject to the
following:
1.2.1.The headings to clauses/annexures are for ease of reference only and will not be
deemed to form any part of the context or to affect the interpretation of this
Agreement.
1.2.2.Words importing the singular will include the plural and vice versa; words importing
any gender will include all other genders; and words importing persons will include
bodies corporate and unincorporated and vice versa.
1.2.3.References to clauses and annexures are references to clauses and annexures of, to,
this Agreement respectively, and the provisions and conditions contained in them,

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 will have the same effect as if set out in the body of this Agreement.
1.2.4.Any obligation not to do anything will be deemed to include an obligation not to
suffer, permit or cause that thing to be done.
1.2.5.Grammatical variations of defined terms shall have the corresponding meaning.
1.2.6.Words such as “includes”, “including” and “such as” are deemed to be followed by
“without limitation”.
1.2.7.A reference to a statute or legislation is to that statute or legislation as amended, re-
enacted or replaced.
1.2.8.If a period of time is specified and dates from a given day or the day of an act or
event, it is to be calculated exclusive of that day;
1.2.9.A reference to a day is to be interpreted as the period of time commencing at
midnight and ending 24 hours later; and
1.2.10. A reference to “month” shall mean an English calendar month and reference to
“year” shall mean an English calendar year.
2. ARRANGEMENT
2.1. Arthmate API License
2.1.1.Subject to the terms of this Agreement and in consideration of receipt of the Fees
by Arthmate from the Company, Arthmate hereby grants the Company a limited,
revocable, non - transferable, non-sublicensable, non-assignable license to use the
API/s and the Feeder Sheet for the sole purpose of the Services, and where possible
to integrate the API/s and/or the Feeder Sheet with the systems of the Company for
the purpose of availing the Services of the Arthmate.
2.2. Non - Exclusive Agreement
2.2.1.This Agreement is on a non-exclusive basis and Arthmate shall not be obliged to
provide Services exclusively to the Company. Arthmate shall be entitled to provide
the same Services to any other party as it may deem fit. Similarly, the Company shall
not be prevented in any manner from entering into same or similar arrangements
with any Third Party.
2.3. Arthmate Services
2.3.1.It is agreed between the Parties that pursuant to API license and/or integration
through Feeder Sheet, Arthmate shall provide the services to the Company as more
particularly set out in Annexure 1 (hereinafter referred to as the “Services”).
2.3.2.The Company acknowledges that the deliverables, report or any other information
provided by Arthmate with respect to merchants, customer, vendors or loans
pursuant to the arrangement herein is provided on an ‘as is’ basis, without any
liability for the same on Arthmate.
2.3.3.The Company shall neither treat Arthmate as its agent or broker nor construe it as
soliciting or procuring lending business for or on behalf of the Company. Further,
the Company agrees and acknowledges that Arthmate is solely a technology service
provider and shall at no time be treated as a lender and all lending arrangement
between the NBFC, customers and/ or the Company shall be independent of the
arrangement contemplated under this Agreement, unless specifically provided
under this Agreement.

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2.4. Arthmate Guidelines
The Services provided by Arthmate to the Company under this Agreement shall be subject
to the following terms:
2.4.1.Access Keys, User Ids and Passwords
i. Arthmate will provide the Company with confidential security keys,
including the developer ID, certificate ID, application ID, username and
password that shall be required for the Company to access the Services
(“Access Keys”).
ii. The Company acknowledges and agrees that the Access Key/s are the
exclusive property of Arthmate and that the misuse of the Access Key/s by
the Company or any Third Party could cause substantial loss and damage to
Arthmate. Accordingly, the Company shall take appropriate measures to
protect the security of the Access Key/s and not provide the Access Key/s to
any Third Party, without prior written consent of Arthmate.
iii. In case, the Company asks Arthmate to share the Access Keys with any
Third Party then Arthmate shall not be held liable for any and all loss or
damages arising out of such sharing.
iv. The Company hereby agrees to notify Arthmate in writing promptly if the
Company suspects any misappropriation or misuse or loss or unauthorized
access or use of the Access Key/s. Arthmate cannot and will not be liable for
any direct, indirect, incidental or consequential loss or damage arising from
the Company’s failure to comply with this Clause. The Company shall solely
be held liable for any and all losses, claims, damages, costs, demands or
expenses incurred by Arthmate or any other Third Party due to use of any
of Services in violation of the terms of this Agreement by the Company or
Company’s officers, directors, employees, agents, service provider
(“Company Representative(s)”) whether authorized by the Company or
not, and/or due to Company’s or Company Representatives’ failure in
keeping the details of the Access Key/s confidential.
v. Arthmate reserves the right to revoke the Access Keys upon prior written
notice, at any time, during the Term of this Agreement, if there is actual or
Arthmate reasonably believes that there is misuse or unauthorized access
or ownership of the Access Key/s by the Company, provided that wherever
possible, Arthmate shall endeavor to provide prior notice to the Company.
vi. Upon termination or expiry of this Agreement, the Company shall
immediately delete and also ensure that Company’s Representatives who
have been given access by the Company to any or all of the Services in
accordance with the terms of this Agreement, delete any and all
information relating to the Access Key/s from the respective systems and
shall not attempt to or use the Access Key/s, thereafter.
vii. The Company shall not, directly or indirectly and shall ensure that none of
the Company Representatives directly or indirectly:
(a) create or attempt to create or reconstruct or reverse engineer or
decompile or disassemble the API or the Feeder Sheet, in whole or in
part, or otherwise use it or attempt to use it to create a derivative
work or permit others to derive or discover the source code of the

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 API or the Feeder Sheet nor take any other steps to discover the
Confidential Information and/or trade secrets contained therein;
(b) use the Services for the benefit of a Third Party, except as permitted
under this Agreement; or remove any proprietary notices or labels;
(c) use the Services to store or transmit any content that infringes upon
any person’s Intellectual Property Rights;
(d) use the Services to knowingly post, transmit, upload, link to, send or
store any viruses, malware, trojan horses or any other similar harmful
software;
(e) Use the Services in such a way as to suggest any form of association,
approval or endorsement on Arthmate’s part, where none exists;

(f) use the Services in violation of this Agreement.

2.5. No Commercialization of APIs/ Feeder Sheets
2.5.1.The Company hereby acknowledges and agrees that the license provided by
Arthmate for the APIs and/or the Feeder Sheets under this Agreement, is for the
purpose of the Company’s internal use and at no time shall the Company sell, rent,
lease, sublicense, redistribute, or provide access in any manner (whether for a fee or
not) to the Services to any Third Party.
2.6. Security
2.6.1.Each Party hereby represents that their respective operating system, and the
software, including servers, database and hosting environment, for the Services
have and shall continue to have a robust security. Both Parties have taken measures
to ensure protection of user data and shall, during the Term of this Agreement
continue to securely store any and all data procured by the Parties pursuant to the
Services.
2.6.2.Each Party shall promptly, and in no event, later than 1 (one) business day from the
date of identifying or learning of a Security Breach in its security system, inform the
other Party of any such Security Breach.
2.6.3.Upon prior written notice to the Company, Arthmate reserves the right to suspend
Company’s access to any or all of Services upon receiving the notice of Security
Breach under this Clause or at its sole discretion, where Arthmate has reason to
believe that there is any actual, event and/or threat of a Security Breach. Such
suspension of Services by Arthmate shall continue till such time that Arthmate has
been provided sufficient proof of rectification of such Security Breach, or that the
Company has taken sufficient measures to avoid any potential Security Breach.
2.6.4.The Company shall not disable any security or technological features or measures of
any or all of the Services. Similarly, Arthmate shall not disable any security features
or security measures of the Company’s systems integrated through the API.
2.7. Compliance with Applicable Law
2.7.1.The Company shall not access and ensure that none of Company Representatives
access and/ or use Services in violation of any law or regulation, or rights of any
person, including but not limited to Intellectual Property Rights and rights of
privacy.

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 2.7.2.The Company shall not create and ensure that none of Company Representatives
create any systems or codes to integrate with any or all of Services that may be used
to violate this Agreement or any Applicable Law.
2.8. Changes to API/ Feeder Sheet
2.8.1.Arthmate reserves the right to make changes to the Services by rolling back any
feature introduced or discontinuing any or all of the Services at its sole and absolute
discretion including if required pursuant to any statutory or regulatory requirement
under Applicable Laws.
2.9. Support
2.9.1.Arthmate shall provide the Company and Company Representatives with reasonable
support, software upgrades, enhancements or modifications to the API, Feeder
Sheet, in the manner as agreed between the Parties. In case, any support, software
upgrades, enhancements or modifications required are outside the scope of
Services agreed, then depending upon the degree of support, Arthmate maintains
the right to propose to levy additional support charges after due written consent
and approval from the Company.
3. CONSIDERATION
3.1. In consideration of the facilitation provided by Arthmate to the Company under this
Agreement, the Company shall pay Arthmate the fee in the manner as mentioned in
Annexure 2 (“Fees”). The Company hereby agrees and acknowledges that all Fee shall be
exclusive of all applicable Taxes including goods and services tax (“GST”) and shall be
borne by the Company.
3.2. Arthmate shall be entitled to raise invoices on a fortnightly basis and all invoices are
payable within 5 (five) days of the date of invoice. The invoices raised shall be in
compliance with the applicable GST provisions. The onus of providing correct GST
registration number shall be on the Company and any adverse repercussions arising out
of non-providing GST registration number shall be the sole responsibility of the Company
and Arthmate shall not be liable in any manner.
3.3. All payments shall be subject to tax deduction at source (“TDS”) as applicable and the
Company shall issue TDS certificate in favor of Arthmate within the time prescribed
under applicable laws. The Company agrees to indemnify Arthmate against all
consequences whatsoever due to non-issue of the TDS certificate or non-deposit of TDS
with the statutory authorities.
3.4. Any overdue amounts shall accrue interest from the relevant due date until the date that
payment is received at the rate of 1.5% per month or part thereof plus any and all costs
incurred in collection (including attorneys' fees or dispute resolution costs).
4. REPRESENTATIONS AND WARRANTIES
4.1. Each of the Parties represent and warrant to the other Party the following:
4.1.1.That it has (i) obtained all necessary corporate, statutory approvals, power of
attorneys or any other document necessary, and such other consents, approvals,
sanctions and/or permissions including third party and governmental approvals, as
may be required for the performance of its obligations hereunder; and (ii) shall
obtain all other consents, approvals, sanctions and permissions that may be
required to be obtained at any time during the Term of this Agreement, and shall
ensure the validity and subsistence of all such consents, approvals, sanctions and

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 permissions for the entire Term of this Agreement;
4.1.2.That it has obtained all corporate and other action under Applicable Law and
practice, as may be required and necessary for (i) the due authorisation, execution
and delivery of this Agreement; and/or (ii) performance of the obligations
hereunder, and the documents to be executed in pursuance hereof, have been duly
executed and each Party shall obtain all corporate and other action that may be
required to be obtained at any time during the Term of this Agreement;
4.1.3.That this Agreement when executed and delivered, will constitute valid and binding
obligations of the Parties;
4.1.4.That it has not taken any corporate or other action, as may be applicable, nor have
any steps been taken or legal proceedings of any manner been initiated or
threatened against it for its winding-up, dissolution, insolvency, bankruptcy, or for
appointment of receiver, administrator or other court officer or all of any of its
assets, businesses or undertakings;
4.1.5.That as of the date of this Agreement, there is no litigation, proceeding, dispute or
action, pending or threatened, against it, the adverse determination of which has or
will have a materially adverse effect on this Agreement;
4.1.6.That the execution and delivery of this Agreement and documents to be executed in
pursuance hereof, and the performance of its obligations hereunder does not (i)
contravene Applicable Law to which it and/or its assets, businesses and/or
undertakings is subject; (ii) conflict with or result in any breach of, any of the terms
of or constitute default of any covenants, conditions and stipulations under any
existing agreement or contract or binding on it; or (iii) conflict or contravene any
provision of its Memorandum of Association and the Articles of Association or such
other constituent documents, as may be applicable.
5. COVENANTS
5.1. The Company agrees that:
5.1.1.it shall comply with all Applicable Laws (including data protection laws, anti-
corruption and anti-money laundering laws);
5.1.2.it shall put in place appropriate procedures and policies to restrict its employees,
consultants or other agents including Company Representatives from causing
breach under this Agreement;
5.1.3.it shall ensure that any transfer or transmission of data and information that is in
the nature of Confidential Information is made in a secure manner and in
compliance with Applicable Laws;
5.1.4.it shall ensure that it has all rights, consent and authority to share or disclose any
information including the Personal Data pursuant to the Services;
5.1.5.it shall verify the accuracy and completeness of all data and information (each as it
may originate, collect, analyse or otherwise obtain) in relation to the customers and
vendors provided to Arthmate pursuant to this Agreement;
5.1.6.it shall not exercise any lien or right of set off or appropriation on any of the assets,
properties, documents, instruments or material belonging to Arthmate for any
amount due or claimed to be due by Company from Arthmate.
5.2. In addition to the above, Company acknowledges that Arthmate shall, as it may deem

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 appropriate and necessary, upon receipt of request, be entitled to disclose and allow
access of all or any information and data relating to the Company and Arthmate, the
Services or anything in relation to this Agreement to the NBFC, RBI or any other statutory
or regulatory authority under the Applicable Laws within a reasonable time period.
5.3. The Parties agree and acknowledge that Services are provided “as is” without warranty
of any kind with respect to Third Party content. Some part of Services contains some
Third-Party content (such as data, information or software). Arthmate disclaims all
express, implied or statutory warranties, regarding the Services, including without
limitation any and all implied warranties of merchantability, accuracy, authenticity
and/or accuracy of data, results of use, reliability, fitness for a particular purpose, title,
infringement of third-party rights interference with quiet enjoyment and any warranties
or conditions arising out of course of dealing or usage of trade. Further, Arthmate
disclaims any warranty save and except as provided herein or otherwise agreed between
the Parties in writing, that Company’s use of the Arthmate Services will meet any or all of
Company’s requirements or that such use will be uninterrupted or error-free.
5.4. The Parties agree and acknowledge that Arthmate makes no guarantees with respect to
the availability or uptime of any Services to the extent they are dependent on Third Party
sources. Arthmate may conduct maintenance on Services as per its requirements.
Arthmate may change the method of access to the Arthmate Services at any time,
subject to prior written notice of at least 15 (Fifteen) business days to the Company. In
the event of degradation or instability of Arthmate’s system or an emergency due to
reasons not solely attributable to Arthmate, Arthmate may, upon written notice,
temporarily suspend Company’s access to Arthmate Services under this Agreement
provided however, Arthmate shall take all remedial measures in order to enable
Arthmate to restore the Arthmate Services.
6. INDEMNITY
6.1. The Company shall indemnify and keep indemnified and hold harmless Arthmate, its
directors, officers, employees and agents and their respective successors and assigns
(each an “Indemnified Party”) free and harmless from and against any and all demands,
claims, damages or losses, debts, demands, actions, or liabilities and all costs, charges
and expenses whatsoever (including, without limitation, attorney’s fees and other
dispute resolution costs), which the Indemnified Party may at any time suffer or incur as
a result of:
6.1.1.any breach of any of the covenants, representations, warranties or the terms and
conditions of this Agreement;
6.1.2.penalty levied or claims of any regulatory authority against Arthmate due to non-
compliance of any Applicable Laws, order, directive, regulations or any condition of
license/permit issued to the Company; or
6.1.3.any third party claim the reason of which is attributable to the Company.
6.2. Notwithstanding any other provision of this Agreement, Arthmate’s total, cumulative,
and aggregate liability under this Agreement shall not exceed one month’s Fees, whether
Arthmate’s liability is based in contract, tort, equity, at law, and/or otherwise, however
arising.
6.3. Neither Party shall be liable to the other Party or any third party under this Agreement
for any indirect, special, incidental, remote punitive, exemplary, or consequential
damages arising out of or resulting from this Agreement. This limitation of liability

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 provision applies regardless of whether a Party has been advised of the possibility of or
could have foreseen any damages.
7. CONFIDENTIALITY
7.1. Each Party (“Receiving Party”) recognizes that in the course of the transactions
envisaged by this Agreement, it may be privy to certain information (whether or not the
information is marked or designated as "confidential" or "proprietary") relating to the
other Party (“Disclosing Party”) and its businesses including legal, financial, commercial,
marketing and business related records, data, documents, reports, drawings, models,
samples, disks, data, potential client information, client information and any copies
thereof, the terms of this Agreement and the details of the negotiations between the
Parties (the "Confidential Information").
7.2. The Confidential Information does not include information which (i) is known to the
Receiving Party at the time of disclosure as evidenced by its written records; or (ii) has
become publicly known and made generally available through no wrongful act of the
Receiving Party; or (iii) the Receiving Party lawfully receives from a third party without
restriction on disclosure, provided such disclosure is without breach of a non-disclosure
obligation; (iv) has been independently developed by the Receiving Party without access
to the Disclosing Party’s Confidential Information; or (v) any information directly received
from the Merchants.
7.3. Each Party agrees that it shall:
7.3.1.keep confidential all the Confidential Information and other materials passing from
one Party to the other Party and shall not, without the prior written consent of the
Disclosing Party, divulge such Confidential Information to any other person or use
such Confidential Information other than for the purposes of carrying out this
Agreement;
7.3.2.use the Confidential Information and other materials only for the purpose for which
it was provided and not profit from the same in an unauthorized manner; and
7.3.3.provide for the preservation of all Confidential Information in accordance with
Applicable Laws.
7.4. A Receiving Party may disclose Confidential Information (or the relevant part thereof, as
may be applicable):
7.4.1.subject to the obligations under this Agreement, to any of its representatives on a
need-to-know basis for the sole purposes contemplated under this Agreement;
7.4.2.if such disclosure is required by an order, process, action or instructions of judicial,
governmental or regulatory authority to such authority after giving prior intimation
to the Disclosing Party, if permissible; and
7.4.3.to any person, with the prior written consent of the Disclosing Party.
7.5. Each Party shall, on request by the other Party, immediately return and/or destroy all
Confidential Information together with any copies. However, if any Confidential
Information is retained by one Party with the prior written consent of the other Party,
the Party retaining such Confidential Information shall ensure that it preserves the
Confidential Information as required under Applicable Law and takes suitable steps to
ensure that the other Party’s interest is protected.
7.6. Each Party shall maintain a fully secured system to ensure that there is no breach of its

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 own internal security which may result in disclosure of Confidential Information to any
third party.
7.7. The Company shall not use the data provided by the Arthmate by itself or through its
marketing functionaries, agents or representatives for the purpose including for soliciting
any business, without prior written approval from Arthmate. The Company shall not at
any time disclose any of such information to any Third Party apart from regulatory
authorities or as and when directed to disclose by any governmental agencies /
concerned authorities.
7.8. The obligations of this Clause shall survive the termination or expiry of this Agreement.
8. DATA SECURITY
8.1. Both the Parties shall (and shall ensure that its employees, agents and subcontractors
shall) be required to maintain such administrative, technical and physical safeguards, and
such processes, procedures and checks including, to secure the Personal Data which is
received from the other Party in relation to this Agreement, as may be required under
Applicable Law and/or industry standards or regulations issued by any governmental
authority, which safeguards must be at least equal to or better than (a) the safeguards it
currently has in place to protect its own data; and (b) generally accepted security
standards in the financial services industry.
8.2. The administrative, technical and physical safeguards, processes, procedures and checks
as provided for in Clause 8 (Data Security) will be designed to:
8.2.1.protect the security and confidentiality of the Personal Data provided by the other
Party;
8.2.2.ensure protection against any anticipated threats or hazards to the security and
confidentiality of the Personal Data;
8.2.3.protect against unauthorised access to or use of the Personal Data or associated
records which could result in substantial harm or inconvenience to the disclosing
Party; and
8.2.4.ensure the proper and secure disposal of such Personal Data and other material in
its possession, custody or control, in accordance with the Applicable Laws.
8.3. Each Party covenants that it shall take appropriate technical and organisational measures
against (a) any unauthorised or unlawful processing or alteration of the Personal Data in
its systems, (b) any resultant loss or destruction of, or damage to, the Personal Data due
to unauthorised processing or alterations, and (c) unauthorised or accidental access,
processing, erasure, transfer, use, modification, or other misuse of the Personal Data,
and shall ensure that only reliable personnel who are authorised for such access and
bound by adequate confidentiality obligations shall have access to the Personal Data and
strictly only on a ‘need to know’ basis. Each Party agrees and acknowledges that any
unauthorised access, destruction, alteration, addition or impediment to, access or use of
the Personal Data (whether stored in any computer or otherwise) or the publication or
communication of any part thereof (other than to a person to whom the other Party is
authorised to publish or disclose the fact or document) may be a criminal offence.
8.4. Each Party agrees to be vigilant and to report any breach of this Clause 8 (Data Security),
all violations of information security, any breaches in the security practices, control
processes and checks of such Party and all suspected security events immediately to the
other Party in writing and shall also immediately intimate all the concerned

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 representatives and employees of the other Party which interact with such Party on a
regular basis of such violation. In case of any security breach observed by a Party in the
systems of the other Party, the same should be intimated to the other Party immediately
so that the same can be rectified.
8.5. Each shall be solely liable for any breach of security, compromise, theft, modification
and/or corruption of the Personal Data which occurs (“Data Compromise Events”), where
the Data Compromise Events were result of any act or omission of such Party.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Each Party shall permit the other Party from time to time to use the logo or trade name
of the other Party for the purpose of or pursuant to the transaction contemplated under
this Agreement on such terms and conditions as may be mutually agreed between the
Parties.
9.2. Except as set out herein, no other Intellectual Property Right owned by (or licensed to
and used by) a Party is assigned or licensed by such Party to the other Party, neither
Party shall acquire any rights or interest in or seek to register any Intellectual Property
Right owned by (or licensed to and used by) the other Party or incorporating any such
Intellectual Property Right of the other Party.
9.3. It is agreed between the Parties that Arthmate shall be the sole owner of all Intellectual
Property Right in and with respect to the API and / or Feeder Sheets and / or the Services
and any derivative works of or improvements enhancements, modifications or update
thereto.
9.4. Except as set out herein, neither Party shall use the name or any Intellectual Property
Rights of the other Party or its affiliates without the prior written consent of the other
Party.
10. TERM AND TERMINATION
10.1. This Agreement shall remain in force for a period of 2 (two) years commencing
from Effective Date (“Term”). Prior to completion of the Term, unless this Agreement is
terminated by either Party by providing a prior written notice of 90 (ninety) days.
10.2. Either Party may terminate this Agreement upon written notice to the other Party
in the event that: (i) the other Party commits a material breach of the Agreement and
fails to cure such default to the non-defaulting Party’s reasonable satisfaction within
thirty (30) days after receipt of notice; or (ii) the other Party becomes insolvent or
bankrupt, assigns all or a substantial part of its business or assets for the benefit of
creditors, permits the appointment of a receiver for its business or assets, or otherwise
ceases to conduct business in the normal course. Either Party shall have the right to
terminate this Agreement without cause by providing the other Party prior written notice
of 30 (thirty) days.
10.3. Either Party may terminate this Agreement immediately with written notice in the
event the other Party (i) materially breaches the confidentiality or information security
obligations under this Agreement or (ii) violates Applicable Law that has a materially
adverse effect on the other Party’s performance under this Agreement.
10.4. The Parties agree that the Agreement shall be co-terminus with the MSA and shall
forthwith terminate upon termination of the MSA without any further action on the
Parties.
Consequences of Termination:

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 10.5. Upon the expiration or earlier termination of this Agreement, either Party shall
forthwith cease the use of all Confidential Information, Personal Data and all Intellectual
Property which belongs or may belong to the other Party and/or one or more of its
affiliated companies under this Agreement or otherwise, including but not limited to
copyright in any written material, plans, patents, designs or other works, know how,
technical or other information or expertise, and shall, at the request of other Party,
forthwith return to such Party, or otherwise dispose off as that Party may so instruct, all
Confidential Information and other documents, papers and materials whatsoever
provided to the recipient Party and/or its employees and agents.
10.6. The termination of this Agreement shall not affect the respective rights and
liabilities of the Parties hereto accrued prior to such termination.
10.7. All clauses of this Agreement including this clause which are expressly, or which
by implication are intended to survive the termination of this Agreement shall so survive
and continue in full force and effect notwithstanding the termination of this Agreement.
10.8. Without prejudice to the foregoing, the termination of this Agreement pursuant
to any of the provisions contained hereinabove, shall not limit or otherwise affect any
other remedy (including a claim for damages) which either Party may have arising out of
the event which gave rise to the right of termination.
10.9. Notwithstanding anything to the contrary under this Agreement, provisions under
Clause 6 (Indemnity), Clause 7 (Confidentiality), Clause 8 (Data Security), Clause 9
(Intellectual Property Rights), Clause 11 (Governing Law and Dispute Resolution), Clause
12 (Notice) and this Clause of this Agreement shall survive the termination of this
Agreement.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1. This Agreement and the rights and obligations thereunder shall be governed by
and construed in accordance with the laws of the Republic of India, without regard to its
conflict of law principles and the courts of New Delhi shall have the exclusive jurisdiction
to adjudicate upon any or all disputes arising out of or in connection with this
Agreement.
12. NOTICES
12.1. Any notice or request required to be permitted to be given or made under this
Agreement to the Parties shall be given in writing in English language and shall be
delivered by hand, mail or email on the address given below or such other address as
may be communicated by the Parties from time to time in writing:
For Company:
Kind Attn: Raviteja Koneru
Address: Flat No 501, Kailashnath Arcade, Guttala Begumpet, Kavuri Hills,
Hyderabad 500081
Email: teja@prekshaedu.com
For Arthmate:
Kind Attn: Sunayana Gupta
Address: 3rd Floor HUDA City Centre, Sector 29, Gurugram-122002
Email: sunayana.gupta@arthmate.com

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 12.2. All notices shall be deemed to have been validly given on (i) upon delivery of such
notice in case of hand delivery; (ii) the expiry of 3 (three) days after posting if sent by
mail, or (iii) the business date, if transmitted by email transmission and delivery not
failed.
13. COSTS AND EXPENSES
13.1. The Parties agree that each Party shall bear its own costs and expenses as may be
payable in relation to the transactions and Services contemplated in this Agreement.
14. FORCE MAJEURE
14.1. No Party shall be liable to the other, nor be in default if, and to the extent, that
the performance or delay in performance of any of its obligations under this Agreement
is prevented, restricted, delayed or interfered with due to circumstances beyond the
reasonable control of such Party, including but not limited to, acts of the God, threat of
wars, riots, acts of Government, pandemic, epidemic, lockdown, strike, Government
embargo, terrorist attacks (“Force Majeure”). The Party claiming an event of force
majeure shall promptly notify the other Party in writing and in any event not later than
30 (thirty) days and provide full particulars of the cause or event and the date of first
occurrence thereof, as soon as possible after the event and keep the other Party
informed of any further developments. The Party so affected shall use its best efforts to
remove the cause of non-performance, and the Parties shall resume performance
hereunder when such cause is removed. In the event the Force Majeure event continues
for a period of more than 30 (thirty) days, the non-affected Party shall have a right to
terminate the Agreement with immediate effect.
15. SEVERABILITY
15.1. If any term, provision, covenant or restriction of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
16. ASSIGNMENT
16.1. Arthmate may assign any/all of the rights, duties or obligations under this
Agreement at its sole discretion. The Company acknowledges and agrees that it shall not
assign this Agreement or any of its rights, duties or obligations hereunder without prior
written consent of Arthmate.
17. WAIVER
17.1. The failure, with or without intent, of any Party hereto to insist upon the
performance of any term or stipulation of this Agreement by the other Party shall not be
treated as, or be deemed to constitute, a modification of any terms or stipulations of this
Agreement, nor shall such failure or election be deemed to constitute a waiver of the
right of such Party, at any time whatsoever thereafter, to insist upon performance by the
other, strictly in accordance with any terms or provisions hereof.
18. RELATIONSHIP
18.1. This Agreement is entered into between the Parties on a principal-to-principal
basis. The Parties are independent, and this Agreement shall not establish any
relationship of partnership, joint venture, agency, brokerage, franchise or employment
between the Parties. Neither Party shall have the power to bind the other Party or incur
obligations on the other Party’s behalf without such other Party’s prior written consent,

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 except as otherwise expressly provided herein.
18.2. The Parties hereby understand and agree that this Agreement is on non-exclusive
basis. This Agreement does not limit or restrain the rights of either Party in any manner
whatsoever to execute similar agreements with third parties.
19. ENTIRE AGREEMENT
19.1. The Parties hereto confirm and acknowledge that this Agreement shall constitute
the entire agreement between them and no amendment, modification or addition to this
Agreement shall be binding on either of the Parties hereto unless set forth in writing and
executed by them through their duly authorized representatives.
20. AMENDMENT
20.1. No amendment of any term or provision hereof shall be effective unless made in
writing and signed by both Parties hereto.
21. COUNTERPARTS
21.1. This Agreement may be executed in multiple counterparts. Each counterpart shall
be treated as an original and shall be capable of being enforced without reliance on the
other counterparts as an original document.
IN WITNESS WHEREOF this Agreement is signed, sealed and delivered by the Parties named
above.

Signed and sealed for and on behalf of

For Arthmate Technologies Private Limited

____________________________
Name: Ms. Baljeet Kaur
Title: Director

Signed and sealed for and on behalf of

For Preksha Edutech Private Limited

____________________________
Name: Raviteja Koneru
Title: Director

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 - ANNEXURE 1

SERVICES

The Company has agreed to avail integration services offered by Arthmate for the purpose of
management of the loans generated or facilitated through the NBFC and support on risk
assessment. Arthmate will help create a linkage between the Company, which manages the front
end for customer, to the NBFC, which is responsible for processing of the loan.
Partners with API Integration

Integration for the following APIs will be provided by Arthmate to the Company:

- User creation
- Loan creation
- Document upload
- Contract signing
- Disbursement
- Repayment

This will be done in the schema agreed between the Company & the NBFC.

Partners with User Interface

Integration for the below elements will be provided by Arthmate to the Company:

- User creation
- Loan creation
- Document upload
- Contract signing
- Disbursement
- Repayment

This will be done via Feeder Sheet formats agreed between the Company and the NBFC.

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 - ANNEXURE 2
- FEE

Commercials Arrangement Between- <Preksha Edutech Private Limited> <> Arthmate Tech
S. No PRODUCT DETAILS PARAMETERS
1 Service Provider Arthmate Tech Private Limited
2 Client Preksha Edutech Private Limited
3 Service Type Technology Support.
Transaction Fee to be Paid by the
4 Client to the Service Provider Rs100/-
0.50% of the amount of loan to the borrower sourced by Preksha Edutech
Private Limited and disbursed by Mamta Projects Private
Growth Fee to be Paid by the Limited and same is payable in the disbursement month only.
5 Client to the Service Provider
2.

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