Agreement for distribution of E-GIFT VOUCHERS

This AGREEMENT is made on the ___ day of ___ 2015 by and Between

Flipkart Internet Private Limited, a company incorporated under the provisions of the
Companies Act, 1956, having its registered office at Vaishnavi Summit, Ground Floor,
7th Main, 80 Feet Road, 3rd Block, Koramangala Industrial Layout, Bangalore – 560034
(hereinafter referred to as “FK INT”, which expression shall, unless it be repugnant to the
context or meaning thereof, mean and include its nominees, successors and permitted
assigns); and

[xxxx], a company registered in India and having its registered office at [xxxx]
(hereinafter referred to as the “Company” which expression shall, unless it be repugnant
to the context or meaning thereof, mean and include its nominees, successors and
permitted assigns).

WHEREAS;

a. FK INT operates the website www.flipkart.com (Hereinafter referred to as

“Website”) which is an online marketplace whereby the users sell and purchase
various products and also distributes e-Gift Vouchers (“EGV”) for corporate
customers.
b. Company is inter alia in the business of providing life insurance and is desirous
of purchasing EGVs from FK INT and in turn gift the same to third parties/clients,
agencies and Company’s employees (‘Beneficiaries”) and who in turn can
redeem such EGV’s against the price for various products available in the
Website and accordingly purchase such products subject to the terms and
conditions agreed under this Agreement.
c. FK INT in association with the issuer has agreed to distribute, a co-branded
semi-closed loop card to its corporate customers.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. Definitions and Interpretations:

1.1. “Agreement” shall mean this agreement and any and all schedules,
annexures, exhibits attached to it and incorporated herein by reference.
1.2. “Territory” shall mean India.
1.3. Any reference to this Agreement to any statute or statutory provisions shall
be construed as including a reference to that statute or statutory provision
as from time to time amended, modified, extended or re-enacted, whether
before or after the date of this Agreement, as well as all statutory
instruments, orders and regulations for the time being in force.
1.4. Unless the context otherwise requires, words denoting the singular shall
include the plural and vice versa and words denoting persons shall include
bodies corporate, unincorporated associations and partnerships.
 1.5. FK INT and Company are hereinafter collectively referred to as the
‘Parties’ and individually as the ‘Party’, as required.

2. Scope of Agreement: Company shall buy EGVs from FK INT on advance

payment in full, which shall be distributed further by the Company to its
Beneficiaries.

3. Company undertakes to provide requisite Know Your Client (“KYC”)

information of the Company and its Beneficiaries to FK INT. Both Parties
understand that KYC regulations are subject to changes and modifications by
RBI at any time. This shall form an essence of this Agreement.

4. Representations and Warranties: Each Party hereby represents and

warrants as follows:

4.1 That it is a company duly organized, validly existing and in good standing
under the laws of India and has full corporate power and authority to
execute and deliver this Agreement and to complete the transactions
contemplated hereby and that, the signatories to this Agreement have the
respective power and authority to execute and deliver this Agreement.

4.2 To the best of its knowledge and except as provided herein, no filing with,
and no permit, authorization, consent or approval of, any statutory or
public body or any other third party is necessary to complete the
transactions contemplated by this Agreement.

5. Terms of Use of EGV. Company shall be required to intimate the following

terms of use to its Beneficiaries to whom the EGV’s are distributed. Company
understands that any failure in this regard shall result in statutory liabilities.

a) EGV can be redeemed against the sellers listed on the Website.

b) EGVs can be redeemed by selecting the payment mode as EGV. It can
NOT be redeemed against cash on delivery (COD) Orders.
c) EGVs cannot be used to purchase other EGVs.
d) If the order value exceeds the EGV amount, the balance must be paid by
Credit Card / Debit Card / Internet Banking, COD is not possible for the
balance amount
e) If the order value is less than the amount of the EGV, the outstanding
balance (after deduction of order value) will reflect under the same EGV.
f) EGV and unused balance of such EGVs will expire 12 Months from the
date of issue.
g) EGVs cannot be redeemed for cash or credit but are transferable.
h) FK INT is not responsible if voucher is lost, stolen or used without
permission.
i) A maximum of 15 vouchers can be combined per order. They can be
combined with promotional codes.
j) Company shall maintain a list of beneficiaries to whom the EGV’s are
provided by the Company.
k) In the event the KYC details are found to be incorrect/ insufficient, issuer of
the EGV/ FK INT retains the right to cancel the EGV issued.
 l) FK INT assumes no responsibility for the products purchased using the
EGVs.
m) Denomination of EGVs cannot be changed after purchase of EGVs.
n) Validity of EGVs cannot be extended, new EGVs cannot be provided
against the expired / Unused Vouchers.

6. Confidentiality: Each party recognizes the importance of maintaining

appropriate safeguards against improper disclosure of the other party’s
Confidential Information and recognizes that such disclosure may result in
damage to the owner of the Confidential Information. Accordingly, each party
agrees to maintain the confidentiality all Confidential Information of the disclosing
party and to use such Confidential Information only in furtherance of the
purposes of this agreement. “Confidential Information” shall include but not be
limited to: techniques, schematics, designs, contracts, financial information,
sales and marketing plans, business plans, business affairs, operations,
strategies, inventions, methodologies, technologies, employees, subcontractors,
pricing, methods of operations, procedures, products and/or services.
Confidential Information does not include information that is or becomes publicly
available through no wrongful act of the receiving party; was lawfully obtained by
the receiving party from a third party without any obligation to maintain the
Confidential Information as confidential; was previously known to the receiving
party without any obligation to keep it confidential; or was independently
developed by the receiving party without use of or reliance upon the Confidential
Information. The obligations under this Confidential Information provision will be
in force for a period of three (3) years from the date of disclosure. For avoidance
of doubt, the Parties hereby agree that FK INT shall disclose the KYC information
provided by the Company to RBI or any statutory authority without affecting the
confidentiality obligations set forth in this Agreement.

7. Intellectual property: Neither party shall gain by virtue of this Agreement

any rights of ownership of copyrights, patents, trade secrets, trademarks or any
other intellectual property rights owned by the other. Nothing in this Agreement
shall affect either party's right to use any trademarks, service marks or
proprietary words or symbols of the other party to properly identify the goods or
services of such other party to the extent otherwise permitted by applicable law
or by written agreement between the parties.

8. Term: This agreement is valid for a period of one (1) year from the date of
execution, which shall be automatically renewed for further one year period each,
unless terminated under the clause below.

9. Termination

9.1 Either Party may, with or without cause, terminate this Agreement by giving
to the other Party written notice of 30 days.

9.2 In the event of breach of this Agreement by either Party (“Breaching

Party”), the other Party (“Non Breaching Party”) shall be entitled to
terminate this Agreement with a written notice of 30 (thirty) days provided
that such breach is not remedied by the Breaching Party within the said 30
 (thirty) days’ notice period. Any act of insolvency will also be deemed to be
a breach of this Agreement.

9.3 Expiry or earlier termination of this Agreement will not prejudice any rights
of the Parties that may have accrued prior thereto. The Parties will comply
with all applicable RBI guidelines in case of such termination. All continuing
obligation which has arisen prior to such termination shall continue to be
binding on the parties.

10 Payment Terms & Discount Structure: The terms of payment shall be as per
Annexure A. FK INT will pass on the discounts to the company as per the
Annexure A. All payments to FK INT will be done by agreed means/ RTGS/NEFT
transfer before issue of EGV’s to Company under this AGREEMENT, without any
exceptions.

11 Indemnity:

11.1 Each Party (“Indemnifying Party”) hereby indemnifies and agrees to keep
indemnified and hold harmless the other Party, its officers, employees
(“Indemnified Party”), from and against all third party claims and all direct
losses, actions, liabilities, proceedings, obligations, damages, expenses
and costs (including without limitation reasonable legal fees) brought
against or suffered by the Indemnified Party, resulting from, arising out of or
relating to:-

a. wilful default or gross negligence in performance by the indemnifying

Party of any of its obligations contained herein;
b. non-compliance by the Indemnifying Party of any law, rule, regulation,
notification or other statutory or legal provisions or requirements, or

11.2 The Indemnified Party agrees to immediately notify the Indemnifying Party
in writing of any third party claim or suit from the pleading, demand letter, or
other notice served upon the Indemnified Party’s; and agrees to co-operate
in a reasonable manner with Indemnifying Party and at the Indemnifying
Party’s expense, with respect to the defence and disposition of such claim.
Indemnifying Party shall have control of the defence or settlement;
provided, however, that the Indemnifying Party shall not enter into any
settlement that obligates the Indemnified Party to take any action or incur
any expense without such Indemnified Parties’ prior written consent, and
further provided that the Indemnified Party shall have the right to be
represented by independent counsel of their own choosing, at their own
expense, in connection with such claim or suit. In the event if the
Indemnifying Party fails to defend such suit or claim, then the Indemnified
Parties, through counsel of their own choice, shall, at the expense of the
Indemnifying Party, shall have the right to conduct the defence of such
claim; provided however that the Indemnified Parties shall not enter into
any settlement that obligates the Indemnifying Party to take any action or
incur any expense without the Indemnifying Party’s prior written consent.

12 Limitation of Liability: Notwithstanding anything to the contrary, under no

circumstances will either party be liable for indirect, special, consequential or
 incidental losses or damages (including, but not limited to loss of profits, revenue,
business, goodwill, lost or damaged data, failure to achieve cost savings, loss of
equipment or systems, or the failure of or increased expense of operations) of
any kind, regardless of whether any such losses or damages are characterized
as arising from breach of contract, warranty, tort, strict liability or otherwise, even
if such damages are foreseeable or either or both parties have been advised of
the possibility of such damages. Nothing in this clause shall mean or construed
to negate/ reduce any the liabilities of the Company for KYC related obligations.

The total cumulative liability of Flipkart to the Company or to any person claiming
under or through it, shall not exceed the amount that becomes paid by the
Company to Flipkart under this Agreement.

13 Notices: Any notice, documents, information, direction and any other

communications required or permitted to be given hereunder shall be sent in
writing and sent by courier or by facsimile to the relevant addresses provided
herein.

14 Force Majeure: Both the parties hereto shall be excused from liability for non-
performance of this Agreement arising from force majeure defined as any event
beyond any party's control, whether or not foreseeable by either party, including
but not limited to, labor disturbance, war, fire, accident, communication failure,
adverse weather, governmental act or regulation or other causes or events
beyond either party's control. In the event that the parties fail to rectify the Force
Majeure condition, in spite of best efforts, then either party may terminate this
Agreement after giving thirty (30) days’ notice to the other party, in writing.

15 Relationship: Both the parties under this Agreement are independent

contracting parties. Nothing in this Agreement shall be deemed to constitute a
partnership between the Parties or constitute any Party the agent of any other
Party for any purposes or create any employer-employee relationship between
the parties or entitle any Party to commit or bind any other Party (or any member
of its respective group) in any manner to give rise to fiduciary duties by one Party
in favour of any other.

16 Severability: If any provision or any portion of a provision of this Agreement is or

becomes invalid or unenforceable, such invalidity or unenforceability will not
invalidate or render unenforceable the entire Agreement, but rather the entire
Agreement will be construed as if not containing the particular invalid or
unenforceable provision or portion thereof, and the rights and obligations of the
Parties will be construed and enforced accordingly. The Parties will use best
reasonable efforts to negotiate and implement a substitute provision which is
valid and enforceable and which as nearly as possible provides the Parties the
benefits of the invalid or unenforceable provision.

17 Assignment: Neither party shall assign this Agreement without the consent of
the other party.

18 Waivers: Failure by either of the Party to enforce any provision of this Agreement
shall not constitute a waiver of any other provision hereof or of the rights of either
 Party hereunder, in that instance nor shall it amount to waiver of that particular
provision in any other instance.

19 Entire Agreement: This document contains and records the entire Agreement
between the parties, in the subject matter hereof and supersedes all prior
Agreements, arrangements and understandings between the parties, written or
oral, on the subject matter herein. No part of this Agreement shall be amended
without the mutual written concurrence of both parties.

20 Counterparts: This Agreement is executed in two sets, each of which shall be

deemed to be the original and both when taken together shall be deemed to form
a single document.

21 Jurisdiction: This Agreement shall be governed by the laws of India. Any

disputes or differences whatsoever between the parties which cannot be settled
by mutual discussions shall be settled by arbitration at Bangalore under and in
accordance with the provisions of the Indian Arbitration and Conciliation Act,
1996. Nothing contained in this clause will preclude either party from applying for
and obtaining any injunctive, prohibitory or other similar urgent or interim relief
from a competent Court of law, for which the Courts at Bangalore shall have
exclusive jurisdiction.

In witness of the above mentioned terms and conditions both Parties have here under
executed this Agreement.

For Company For Flipkart Internet Private Limited

Authorised Signatory Authorised Signatory

 Annexure A
Payment Terms

 Payment terms for EGVs are 100% advance. All payments towards EGVs
have to be made in advance along with the purchase order for processing
the order.

 Delivery of the vouchers will be done only once 100% payment for the
order is received by FK INT.