RECRUITMENT AGREEMENT

THIS AGREEMENT is made on the _____day of _____202____, BY AND BETWEEN,

M/s. HDFC Sales Private Limited, (CIN : U65920MH2004PTC144182) a company incorporated under the
Companies Act, 2013 , having its Registered Office at HDFC House, Wing A/4th floor, H T Parekh Marg,
165, 166, Backbay Reclamation, Churchgate, Mumbai - 400020 _ (hereinafter referred to as “Principal
Company” and / or “HDFC Sales” which expression, where the context admits, shall include its successors
and assigns) OF THE ONE PART and

_______________________, a company incorporated under the Companies Act, 2013 / Proprietorship

Firm / Partnership Firm having its registered office at
_____________________________________________ (hereinafter referred to as “Recruitment Agency
", which expression, where the context admits, shall include the heirs, executors and administrators) OF
THE OTHER PART.

Principal Company and the Company shall be individually referred to as a Party and collectively
as Parties, as the context permits.

WHEREAS:

1. M/s. HDFC Sales Private Limited, the Principal Company is a wholly owned subsidiary of HDFC
Limited. HDFC Sales offers financial management solutions to individuals encompassing among
other products like Home Loans, Life Insurance, General Insurance, Mutual Funds and Fixed
Deposits, having its Registered Office at Wing A/4th Floor, HDFC House, H.T. Parekh Marg, 165,
166, Backbay Reclamation, Churchgate, Mumbai – 400 020 in connection with its business,
requires the work and services of the Recruitment Agency.

2. The Recruitment Agency has the necessary skills and expertise required to undertake and perform
such recruitment services to the satisfaction of M/s. HDFC Sales Private Limited.

3. Discussions in this regards having been held between the parties, the Principal Company has
agreed to avail/retain the services of the Recruitment Agency with effect from
____, 202__ on agreed terms and conditions, which they now desire to reduce to writing by
executing this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH as follows:

It is agreed by and between the parties as under:-

1. SCOPE OF AGREEMENT.

1.1. The Recruitment Agency shall, during the term of this Agreement, undertake the obligations specified
in this Agreement and provide the work and services of Recruitment to the Principal Company for the
consideration and upon the other terms and conditions herein provided.

1.2. The consideration payable by Principal Company to the Recruitment Agency for the work and services
shall be as follows:

 Professional Fee for Recruitment 8.33 % of the joined candidate’s fixed annual CTC. Goods
and Services Tax or any other taxes and Government statutory charges are subject to

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 change from time to time as per the Government regulations will be charged
additionally.

 The Recruitment Agency shall raise invoice on or after the joining date of Candidate and the
Principal Company shall make payments within 30 (thirty) days from the date of receipt of
such invoice.

 The Principal Company shall not be liable to pay any additional charges at the time of signing
this agreement as well as at the time of renewal of this agreement.

 The Recruitment Agency will be liable to give free replacement in case the candidate leaves
HDFC Sales Private Limited within 90 (ninety) days from date of joining.

 The Recruitment Agency will submit credit note for the employee who leaves HDFC Sales
Private Ltd. within 90 (ninety) days from date of joining with the amount equivalent to the
invoice raised for placement service, which shall be adjusted from the subsequent payments.

 The Recruitment Agency shall submit to the Principal Company such credit note within 100
(hundred) days from the date of intimation of separation as communicated to the
Recruitment Agency by the Principal Company.

 Credit for Introduction & Duplication: In a situation/incident where the same candidate has
been referred or sourced from an alternate source including HDFC Sales Private Limited, the
firm which has sourced and shared the information first will be given credit of placement and
this will be communicated to the concerned. The shared profile shall be valid for 7 days from
the date of interview day mentioned in the interview tracker shared by the Recruitment
Agency with the Principal Company for team executive & team coordinator level, and 90 days
for team leader and above level.

1.3 Additional terms and conditions:

a) Annual CTC for the purpose of professional fee calculation will include all the fixed components
of the candidate’s salary structure.

b) Validity: This agreement shall be valid for a period of one year from the effective date and may
be extended in writing for a further period or periods under as may be mutually agreed between
parties hereto.

c) The Recruitment Agency will not approach any employee of the Principal Company (whether
referred by it or not) directly or indirectly for other employment opportunities during the tenure
of this agreement or for a period of one year, whichever is later.

d) Invoicing – The Recruitment Agency will submit invoices as and when process of placement is
completed, and the candidate reports for duty.

e) Payment Terms: Payment shall be made within thirty (30) days from the date of receipt of the
invoice, provided the interview tracker in specified format as mutually agreed, is shared one day
prior to the interview date. The payment shall be made of the net amount after adjusting the
credit note of the employees leaving the organization within 90 days. The Supplier shall submit
the credit note of an equivalent amount of the invoice settled (including GST) which shall be
deducted in the subsequent invoice raised.

f) Goods & Service tax or any other taxes and Government statutory charges at the rate
applicable as on the date of the invoice shall be charged in the invoice separately

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2. OBLIGATIONS OF RECRUITMENT AGENCY

1. The Recruitment Agency shall ensure to share the interview tracker one day prior to the interview.

2. The Recruitment Agency will ensure full and proper compliance of all applicable laws, rules,
regulations and other statutory requirements whatsoever, in implementing this Agreement and
carrying out its duties and obligations hereunder and will obtain all required registrations,
licenses, approvals, sanctions etc. Notwithstanding its responsibility to comply with any directions
or instructions given by Principal Company or any of its personnel concerned, the Recruitment
Agency will not, however, for any purposes, be treated or deemed to be an employee or agent of
Principal Company but will be an independent contractor without any claims or rights whatsoever
for employment with Principal Company and Principal Company will have no obligations or
liabilities whatsoever in relation to Recruitment Agency and its work and services, save as is herein
provided.

3. The Recruitment Agency shall raise and submit to Registered office of Principal Company at HDFC
House, Wing A/4th floor, H T Parekh Marg, 165, 166, Backbay Reclamation, Churchgate, Mumbai
- 400020 the invoice on successful joining of any candidate. The said invoice shall be in conformity
with the requirements of the provisions of Goods and Services Tax Act, 2017 or with any other
law as may be applicable from time to time. The Goods and Services Tax so collected shall be
deposited with the Government with the prescribed time limit by quoting the GST Registration
Number of the Licensee, so as to allow the claim of credit of the said tax, failing which the Licensor
shall be liable to pay to the Licensee, such amount of penalties, fees, interest or any other levy in
connection with the Goods and Services Tax in so far as it relates to this Agreement. The onus of
calculating and levying the said Goods and Services Tax under the prescribed classification of the
services under the applicable Law from time to time shall be that of the Recruitment Agency.

4. In case the Recruitment Agency fails to provide HDFC Sales Private Ltd. with the invoice within the
time prescribed in clause 2.2 hereinabove, the HDFC Sales Private Ltd. shall be at liberty to make
the payment of the Goods and Services Tax as required under the Reverse Charge Mechanism as
required under the applicable Law from time to time. HDFC Sales Private Ltd. shall not be liable
to pay to the Recruitment Agency any such Goods and Services Tax or such amount of penalties,
fees, interest or any other levy in connection with the Goods and Services Tax in so far as it is
consequential to the invoice not being received either within the time prescribed under clause
above, or it not being in conformity with the requirements of the Law from time to time.

3. OBLIGATIONS OF PRINCIPAL COMPANY

Principal Company will, subject to compliance of this Agreement and all statutory requirements and the
provision of the work and services to its satisfaction by Recruitment Agency and subject to deduction of
tax at source, ensure full and timely payments for the work and services as provided in this Agreement.

The work and services provided in pursuance of this Agreement are exclusively in connection with the
business and activities of Principal Company and shall not be used for any other purposes without the
prior written consent of Principal Company.

4. CONFIDENTIALITY

Both the parties shall maintain complete confidentiality with regard to all information relating to its
premises, business, assets, affairs, employees etc. This clause shall survive termination clause for a further
period of 3 years from the date of termination or cessation of the agreement whichever is earlier.

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5. FORCE MAJEURE

The obligations of Principal Company and Recruitment Agency shall remain suspended if and to the extent
that they are unable to carry out such obligations owing to force majeure or reasons beyond their control.
The Principal Company and Recruitment Agency will use all reasonable endeavor’s to continue to perform
its obligations under this Agreement for the length of a Force Majeure event. In the event of such inability
continuing for more than a month, the other party shall have the right to terminate this Agreement
without further obligation and any additional liability.

6. INDEMNITY AND LIMITATION OF LIABILITY:

(a) Indemnification. Both Parties hereby indemnifies and shall indemnify, hold harmless either party,
and its officers, directors, employees, respective directors from and against all liabilities, damages, and
costs (including settlement costs and reasonable attorneys' fees) or any other loss that may occur, arising
from or relating to a breach by other party of any of the terms under this Agreement.

(b) Limitation of Liability: Notwithstanding anything contained herein except for fraud and willful
misconduct, the aggregate liability of both Parties of whatever nature, whether in contract, tort or
otherwise, for any losses whatsoever and howsoever caused arising from or in any way connected with
this Agreement shall not exceed the total amount of fees/commission paid under this Agreement.

It is expressly agreed and understood between the Parties that they shall not be liable to each other for
any, indirect, incidental, special or consequential damages, or any damages whatsoever, including
punitive or exemplary damages.

7. TERM AND TERMINATION

7.1 This Agreement shall commence/be deemed to have commenced as on and from the Effective Date
mentioned above and shall be in force till the period mentioned in clause 1.3(b) mentioned herein before.

7.2 Either party may at any time, without cause, terminate this Agreement without incurring any
additional liability by giving to the other thirty (30) days written notice.

7.3 In the event of breach of this Agreement by Recruitment Agency, the Principal Company will be
entitled to terminate this Agreement forthwith and without any advance notice or pay in lieu thereof.

7.4 Expiry or earlier termination of this Agreement will not prejudice any rights of the parties that may
have accrued prior thereto.

8. NO AGENCY

It is clearly understood and accepted by both parties that this Agreement and the contract between the
parties evidenced by it are on principal to principal basis and nothing herein contained shall be construed
or understood as constituting either party hereto the employee, agent or representative of the other,
under any circumstances.

9. ENTIRE AGREEMENT

This Agreement embodies the entire agreement and understanding between the parties as to the subject
matter hereof and supersedes all prior negotiations, arrangements, agreements and writings and
understandings between the parties.

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10. GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of India. The courts of
Mumbai, India, shall have jurisdiction

11. Arbitration

All disputes between the parties shall be referred to arbitration by a sole arbitrator to be jointly appointed
by the parties. The arbitration shall be conducted in accordance with the provisions of the Arbitration and
Conciliation Act, 1996 as amended from time to time. The place of arbitration proceedings shall be
Mumbai and the cost shall be shared equally by the parties (excluding the cost of respective legal counsels)

12. Notices

All notices, communications, and requests to be given or made to any of the Parties hereto shall
be in writing. Such notice, communications, requests shall be deemed to have been given or
made when it is delivered by hand or facsimile or within four days after it is made dispatched to
the Addresses stated hereinabove and/or such other address as may be notified by the Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized
representatives to become effective on the effective date.

For ------------------------ For HDFC SALES PVT. LTD.

Signature : Signature :

Name : Name :

Designation : Designation :

Place : Place : Mumbai

Date : Date :

Seal : Seal :