SERVICE PROVIDER AGREEMENT

This Agreement entered into this....... day of.......................... 20…. at...............,

between _______, having their principal place of business at (hereinafter referred
to as the “Service Provider”) and <please insert>, ( Hereinafter referred to as
“Service Recipient”) having its registered office <please insert> and other existing
and future corporate divisions, groups, affiliates, subsidiaries, and joint ventures
worldwide(hereinafter referred to as “service Recipient”).

WHEREAS :

The Service Provider is a……………………. and engaged in providing (“the

services”)

WHEREAS:

A. Service Recipient is desirous of appointing the Service Provider for the

purpose of providing the Services as mentioned above.( more clearly described in
the schedule II annexed herewith)

B. The Service Provider has represented to Service Recipient that the Service
Provider has the requisite skill, knowledge, experiences, expertise, infrastructure
Service Provider Agreement (India) ( Version 1 ) 06112012
and capability to carry out the Services, and also has trained and experienced
persons having requisite skills, knowledge, experience and expertise to perform the
functions in terms of this Agreement and the Service Provider has agreed to perform
the Services.

C. Relying on the above and based on the representation of the Service

Provider, Service Recipient has chosen the Service Provider for carrying out the
Services on the terms and conditions contained in this Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND THE PARTIES

HERETO AGREE AS FOLLOWS:

1. APPOINTMENT AND TERM

1.1 Service Recipient appoints the Service Provider (for itself and also on
behalf of such of its customers who may have authorized it from time to time in this
behalf) for providing and/or performing the Services and the Service Provider
agrees to provide the Services, subject to the terms and conditions and scope set
out herein which shall include the terms set out in the Schedule to this agreement
and for the consideration specified in this Agreement.

1.2 This Agreement shall become effective from the Effective Date and be in
force and effect till the period specified in Schedule I hereto unless terminated
earlier.

1.3 Scope and Rates of Services are specified in Schedule II.

2. PAYMENT TERMS

2.1 Service Recipient agrees to settle all invoices from Service Provider in 90
days from the date of invoice from Service Provider.

2.2 Such costs which are required to be incurred by the Service Provider in
relation to the Services and which have been agreed to be borne by Service
Recipient shall be incurred with approval of Service Recipient at such rates as
mentioned in Schedule II.

2.3 Service Provider agrees that all commercial terms of this agreement shall
remain constant during the currency of this agreement and the Service Provider
shall furnish to Service Recipient all necessary receipts and other documents
evidencing the incurrence of such costs, in a form and manner satisfactory to
Service Recipient.

2.4 In the event it is found that extra payments have been made by Service
Recipient on account of any discrepancies in the bills raised by the Service Provider
or over charging or otherwise, the Service Provider shall promptly reimburse to

Service Provider Agreement (India) ( Version 1 ) 06112012

Service Recipient all extra amounts which have been paid by Service Recipient.

2.5 This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all prior written agreements,
understandings and negotiations, both written and oral, between the Parties with
respect to the subject matter of this Agreement except to the extent provided in this
agreement. However, the terms of this Agreement, including the Scope of Services,
may be extended or limited by the parties hereto in writing.

2.6 The Personnel employed by Service Provider shall not have any claim
whatsoever on Service Recipient, and shall not raise any Industrial dispute, either
directly or indirectly, with or against Service Recipient, in respect of any of the
service conditions or otherwise.

2.7 Save as expressly provided for in this Agreement, service provider shall not
be entitled to any other payment or reimbursements howsoever arising from Service
Recipient.

2.8 Taxes

Taxes shall be paid as applicable.

 Change in law:

 In the event of change in law post execution of this contract, including but
not limited to the introduction of the Goods and Services Tax (hereinafter
referred to as “the GST”), Service Recipient and the Service Provider hereby
agree to renegotiate the Contract Price.

 The Service Provider shall be under an obligation to pass on the benefit of

the decreased cost arising on account of any change in law, including but
not limited to the introduction of the Goods and Services Tax (GST), to
Service Recipient and provide information as required by the Company to
substantiate the same.

 The Service Provider shall ensure that the applicable tax i.e. Integrated GST
(IGST) or Central GST (CGST) & State GST (SGST) is charged in the
invoices considering the place of supply as provided in the GST laws along
with the rules thereto.

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  In case the Service Provider effects supply of any goods/ services from a
new registration number, same shall be intimated to Service Recipient within
4 working days along with the GSTIN so obtained.

Payment terms: (either of a or b)

a) Service Provider to ensure that the GST amount charged in invoice is

declared in its GSTR-1 and GSTR-3 and the payment of taxes has been
made within due date. The following clause can be added in this regard:
“The parties agree that the invoice/s will be paid in two batches (i) Base
Amount and (ii) Tax Amount. Tax Amount will be paid only after the Service
Provider provides sufficient proof that the GST amount charged in the
invoice is declared in its GSTR-1 and GSTR-3 and the payment of taxes has
been made within the time period prescribed for the same."
OR

b) “Under the Goods and Services Tax regime (GST as and when made
applicable), input credits will be available based on matching concept
between Service Recipient and the Service Provider. Service Provider
hereby agrees that all payments due to the Service Provider by the Service
Provider shall be linked to proper discharge of the tax liability by the Service
Provider within the statutory time periods. In the event of failure and non-
compliance by the Service Provider due to which the Company is not able
to avail the input tax credit, Service Recipient shall not release the payment
and the payment shall be kept on hold till such discrepancy is resolved by
the Service Provider. Holding of payments for the aforesaid reason by
Service Recipient shall not be a breach of its obligations under this Contract.
In addition to above, the Service Provider shall be eligible for the receipt of
the invoice value in accordance with the agreed terms only after the
appropriate GST is credited to the Government account and appropriate
compliances have been complied. In case of any disputes due to the non-
matching of the GST credit, same shall be resolved by the Service Provider
within 90 days of the invoice date, failing which Service Recipient shall not
remit the invoice amount.”

Tax indemnity clause:

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  Service Recipient has the right to recover the loss of input tax credit along
with consequential interest and penalty suffered by it due to any non-
compliance of the GST laws and rules thereto, by the Service Provider.

 Any GST liability arising on the Service Provider on account of contravention

of the provisions of the GST regulations, would be borne by the Service
Provider itself and Service Recipient shall not be liable to compensate the
same.

Timely provision of invoices/ DN/ CN:

 Service Provider to timely provide the invoice/ DN/ CN to enable the

Company to claim tax benefit on or before stipulated time period. All
necessary adjustment entries (Credit Note, Purchase Returns, Debit Notes)
shall be made before September of the succeeding financial year.

Anti-profiteering:

 Under the GST Law, any economic or tax benefit arising out of the
implementation of the GST is mandatorily required to be passed on to the
Customer by Service Provider. Similarly, the benefits enjoyed by Service
Provider and other players in the supply chain are also required to be passed
on to you by them, which in turn shall be passed on to us by way of price
reductions. Accordingly, Service Providers are expected to pass on any
direct or indirect benefits arising thereon.

 The responsibility to pass on the above benefits vests with Service Provider,
as Service Recipient’s ‘responsible Service Provider’ and Service Recipient
reserves its right to understand and determine the manner/ mechanism in
which such benefits are passed on to Service Recipient.

Others:

 Wherever applicable Service Recipient has the right to deduct the "Tax
deducted at source’ at the rate prescribed under the GST law and remit the
same to the Government.

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  Any local levies and or other charges levied by any Central/ state/ local
authorities wherever applicable shall be extra and the Service Provider shall
be liable to discharge the same.

 Service Provider shall be responsible to issue the documents and the

devices required for the movement of the goods and the logistic partner or
Service Recipient shall not be liable for any loss arising due to the
confiscation of the goods by Government agencies on account of lack of
proper documents or any mis-declaration.

 Any liability arising out of dispute on the tax structure, calculation and
payment to the Government will be to the Service Provider’s account

 Where the supply of goods/ services are liable to GST under the reverse
charge mechanism, then the Service Provider should clearly mention the
category under which it has been registered and also that “the liability of
payment of GST is on the Recipient of Service”.

 The invoice should clearly specify any abatement, if any claimed or

otherwise from the Taxable Value while calculating the GST.

 This agreement shall be void, if at any point of time Service Provider is found
be to a black listed dealer as per the GSTN rating system and further no
payment shall be entertained.

 Any loss of tax, credit, refund or any other benefit is levied due to
cancellation of registration of the Service Provider, the Service Provider shall
be liable to reimburse such loss incurred.

3. PERFORMANCE OBLIGATIONS

3.1 No payment shall be evidence as Service Provider’s performance of its

obligations under this Agreement, either in whole or in part, and no payment shall
be construed as an acceptance of defective Services. Service Provider shall remain
responsible and liable for its performance of the Services in strict compliance with
this Agreement, notwithstanding approval of any application for payment or actual
payment of the same.

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4. PROPRIETARY RIGHTS

4.1 Ownership of Deliverables - All Deliverables are exclusively for Service

Recipient. Service Provider hereby assigns to Service Recipient all rights, title and
interest in and to all such Deliverables. Service Recipient may use or pursue all
Deliverables without restriction or additional compensation. Service Recipient shall
have sole ownership of all such Deliverables and shall have the sole right to obtain
and to hold in its own name patents, copyrights, or such other protection as Servicev
Recipient may deem appropriate to the subject matter, and any extensions or
renewals thereof. Service Provider shall give Service Recipient or any person
designated by Servcice Recipient atService Recipient’s expense, all assistance
reasonably required to perfect the rights hereinabove defined, including the
procurement, at Service Recipient’s request, of written assignments and title
commitments in a form acceptable to Service Recipient from all employees and
agents of Service Provider assigned hereunder. For the purposes of this
Agreement, “Deliverables” shall include, without limitation, writings, drawings,
documentation, data , and any work products (whether or not capable of protection
under state, or foreign patent, trademark, copyright or similar laws) that are made,
developed, created, discovered, invented, conceived or reduced to practice (in
whatever form or medium captured) by Service Provider or its employees or agents
(solely or with others) in performing the Services hereunder or that are developed
by use of Service Recipient’s equipment, facilities, Confidential Information, as
defined below.

4.2 No Other Rights Transferred - It is expressly acknowledged and understood

that neither Service Recipient nor Service Provider transfers by operation of this
Agreement to the other party any patent right, copyright, or other proprietary right
either party owns as of the Effective Date of this Agreement.

4.3 Service Provider IP - Notwithstanding the foregoing, Service Provider owns,

and shall continue to own all intellectual property rights in software, tools and
methodology developed by it outside the scope of this Agreement (“Service
Provider IP”). In case any such Service Provider IP is incorporated by Service
Provider in the Deliverables provided by it to Service Recipient, Service Provider
provides a non-exclusive, royalty-free worldwide and perpetual license to Service
Recipient to use such Service Provider IP as part of the Deliverables in which it is
incorporated, provided that Service Recipient shall not separate and use such
Service Provider IP independently from the Deliverables in which they are
incorporated.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" shall mean any scientific, technical,

trade or business information possessed, obtained by, developed for or given to
Service Recipient, which is treated by Service Recipient as confidential or
proprietary including, without limitation, formulations, techniques, methodology,
assay systems, formulae, procedures, tests, equipment, clinical protocols, data,
reports, know-how, sources of supply, patent positioning, relationships with
consultants and employees, business plans and business developments,
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information concerning the existence, scope or activities of any research,
development, clinical trials, manufacturing, marketing or other projects of Service
Recipient, and any other confidential information about or belonging to Service
Recipient’s suppliers, licensors, licensees, agents, affiliates, customers, potential
customers or others, whether or not labelled or identified as "Confidential".

Confidential Information does not include information which (a) was known
to Service Provider at or prior to the time it was disclosed, other than under
circumstances of confidentiality, as evidenced by Service Provider’s written records;
(b) is, at the time of disclosure, or later becomes, publicly known under
circumstances involving no breach of this Agreement; (c) is lawfully and in good
faith made available to Service Provider by a third party who did not derive it, directly
or indirectly, from Service Recipient; or (d) is independently developed by Service
Provider without the use of Service Recipient Confidential Information, as
evidenced by Service Provider’s written records.

5.2 Nondisclosure of Service Recipient Confidential Information. Service

Provider shall not directly or indirectly publish, disseminate or otherwise disclose,
deliver or make available to any third party, Service Recipient’s Confidential
Information. Service Provider may disclose Service Recipient Confidential
Information to persons internally who have a need to receive Service Recipient
Confidential Information in order to further the purposes of this Agreement and the
Service Provider shall ensure that such person(s) undertake to be bound under
similar obligations as set out herein to protect the confidentiality of Service Recipient
Confidential Information. Service Provider may disclose Service Recipient
Confidential Information to a governmental authority or by order of a court of
competent jurisdiction, provided that such disclosure is subject to all applicable
governmental or judicial protection available for like material, reasonable advance
notice is given to Service Recipient and Service Provider shall take reasonable
steps to limit the scope of such disclosure. Service Provider shall use Service
Recipient Confidential Information solely for the purpose(s) set forth in this
Agreement or for such other purposes as may be agreed upon by the parties in
writing. Service Provider shall exercise all commercially reasonable precautions to
physically protect the integrity and confidentiality of Service Recipient Confidential
Information. The confidentiality provisions of this Article shall continue after
expiration or termination of this Agreement.

5.3 Agreements with Personnel, Affiliates and Agents. Service Provider has or
shall obtain agreements with all parties who are permitted access to Service
Recipient Confidential Information under this Agreement which impose comparable
confidentiality obligations on such parties.

6. WARRANTIES AND INDEMNITIES

6.1 High Professional Standards. Service Provider represents and warrants

that personnel assigned by Service Provider to perform the Services shall use high
professional standards and shall fully comply with Service Recipient’s procedures,
and when appropriate, any applicable protocol and specifications, and with all

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applicable laws, rules and regulations and agrees to indemnify Service Recipient
against any claim or liabilities arising out of such breach of this warranty.

6.2 Originality. Service Provider represents and warrants the originality of any
work performed or deliverable conveyed to Service Recipient under this Agreement
and that no portion of any deliverable violates or is protected by patent, copyright,
trade secret, or other intellectual property or other rights of Service Provider or any
third party and the Service Provider agrees to indemnify Service Recipient against
any claim or liabilities arising out of such breach of this warranty. For purposes of
this Section, deliverables shall not include materials supplied by Service Recipient.

6.3 Releases. Service Provider represents and warrants that neither Service
Provider nor its agents, nor any of their respective principals, officers, directors,
employees, agents, or representatives, by entering into this Agreement, using
information or materials, and performing the Services hereunder, has or will violate
any consulting, employment, non-competition, proprietary information, confidentiality
or other agreement, arrangement, understanding, or restriction between such party
and a present or former employer, principal, Service Recipient or other individual or
entity, and the Service Provider agrees to indemnify Service Recipient against any
claim or liabilities arising out of such breach of this warranty. At all material times,
the Service Provider shall assist Service Recipient in all reasonable respects to obtain
releases or other necessary or desirable information or documentation regarding any
of the foregoing.

7. Business Ethics

7.1 The Service Provider warrants and represents that the Service Provider, its
officers, directors, employees and agents, shall use only legitimate and ethical
business practices in all activities related to this Agreement and further warrants and
represent that it will comply with Service Recipient’s established Ethics Policy as
described and accessible on the. website at www.johnsoncontrols.com/ethics.and
www.johnsoncontrols.com/betandc.

7.2 The Service Provider shall comply fully with all laws governing its obligations
under this Agreement, including the U.S. Foreign Corrupt Practices Act (“FCPA”),
local anti-corruption laws and laws prohibiting the payment of any type of bribes. The
Service Provider shall not pay, offer, promise, or authorize the payment, directly or
indirectly, of any monies or anything of value to any person, including but not limited
to any “Government Official”, for the purpose of improperly influencing a third party to
exercise his/her discretionary authority to assist Service Recipient to obtain or retain
business, or rewarding any favourable action or obtaining any improper advantage in
any commercial transaction or in any government matter. For the Purpose of this
Agreement, “Government Official” is defined as any officer or employee of any
government or any department, agency, corporation or instrumentality thereof or of
any political party, any political candidate, any official of a public international
organization, or anyone acting on behalf of any department, agency or instrumentality

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of a government, political party, or public international organization, including
immediate family members or nominees of such officials.

7.3 In addition, the Service Provider agrees to follow all anti-corruption

compliance procedures Service Recipient requires and provides to Service Provider.

7.4 The Service Provider agrees that whenever it learns of or has reason to suspect
any violation of the foregoing provisions, it will immediately advise Service Recipient
of such knowledge or suspicion and cooperate with any Service Recipient inquiry
concerning any possible violation of this Section. The Service Provider further agrees
that Service Recipient may withhold payments under this Agreement, or terminate
this Agreement, if Service Recipient believes, in good faith, that the Service Provider
has breached any of the forgoing provisions or any of the representations and
warranties set forth below, and Service Recipient shall not be liable to the Service
Provider for any claim, losses, or damages related to its decision to exercise its rights
under this Agreement.

7.5 The Service Provider agrees to indemnify Service Recipient against any claim or
liabilities arising out of such breach of obligation under clause 7.1 to 7.4 hereinabove.

8. COMPLIANCE WITH LOCAL LAWS

PAN No. :

PF No. : N.A.

ESIC No. :N.A.

SERVICE TAX No. :

Service Provider shall observe and comply at its own cost, all enactments,
including without limitation to the Contract Act, Labour Law, Minimum Wages Act,
all statutory or other rules and regulations, labour and other related rules and
provisions, requirement of local ,regional, and/or central statutory bodies. Service
Provider shall be responsible to maintain records as necessary at its own cost, pay
fees, costs or levies as applicable in the course of compliances with such
enactments, rules and regulations as aforesaid. Service Provider shall be
responsible to undertake adequate insurance cover for Service Provider’s
workmen, material and machinery and take third party risk insurance coverage as
required all at Service Provider’s cost and responsibility. Service Recipient shall be
in no way liable for any damage or any injury to Service Provider’s material and/ or
personnel .

9. LIQUIDATED DAMAGES

In case of any non-conformance and/ or non-compliance due to Service

Provider’s default Service Provider shall be charged liquidated damages upto 10%
of total monthly billing/assignment billing. This amount will be deducted from

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monthly bills/respective assignment bills. Any additional fees charged on account
of delay on the part of Service Provider shall be borne by the Service Provider only.

10. ASSIGNMENT

No assignments by the Service Provider of this Agreement shall be binding

upon the Service Recipient until and unless prior written consent is obtained from
the Service Recipient Service Provider may not subcontract or delegate the
performance of its obligations under this Agreement without Service Recipient’s prior
written consent.

11. TERMINATION

11.1 Termination without cause

a. Service Recipient may terminate this Agreement hereunder in its sole

discretion on Sixty (60) days notice to Service Provider ( Notice Period). Upon receipt
of notice of termination from Service Recipient, Service Provider shall (i) immediately
cease the performance of the activities under this Agreement, and use its best efforts
to cease incurring costs and to minimize already incurred costs in connection with this
Agreement, and (ii) promptly return to Service Recipient all materials provided by
Service Recipient and all data and deliverables generated by Service Provider
under this Agreement.

b. Service Provider may terminate this Agreement hereunder in its sole

discretion on Sixty (60) days notice to Service Recipient ( Notice Period). Upon expiry
of notice period, Service Provider shall (i) immediately cease the performance of the
activities under this Agreement, and use its best efforts to cease incurring costs and
to minimize already incurred costs in connection with this Agreement, and (ii) promptly
return to Service Recipient all materials provided by Service Recipient and all data
and deliverables generated by Service Provider under this Agreement.

Upon termination under this clause, Service Recipient shall not be liable for
any costs and expenses arising out of the termination and specifically (without
prejudice to the generality of this clause) Service Recipient shall not be liable for any
loss of profit arising from the termination.

11.2 Termination for cause

Where the Service Provider is in breach of any of its obligations under this
Agreement, Service Recipient shall, at its discretion, be entitled to issue a Notice of
Termination:-

(a) Where the breach is capable of being remedied, to issue a Notice of Intention
to Terminate to the Service Provider, giving the Service Provider fourteen (14) days’
notice to the Service Provider to rectify the breach and the Service Provider refuses,
fails or neglects to rectify the breach;

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(b) Where the breach is not capable of being remedied and constitute a serious
and fundamental breach of this Agreement, Service Recipient may terminate this
Agreement by issuing a Notice of Termination;

(c) Where any of the following Events of Default occurs, Service Recipient shall
be entitled to issue a Notice of Termination:-

i. Where an application has been made to wind up the Service

Provider;

ii. Where a receiver has been appointed due to insolvency/bankruptcy;

iii. Where any execution process has been instituted against the
Service Provider for the purposes of compelling the Service Provider to pay
up any debts which it may owe to any other party;

iv. Where the Service Provider enters into any Scheme of Arrangement
or enters into any compromise scheme with its creditors;

v. Where there is a fundamental change in the constitution of the

Service Provider; or

vi. Where there is a capital reduction of the Service Provider.

vii. Where Service Provider persistently or repeatedly refuses to carry

out the services.

In such event the rights provided to Service Recipient in this Article are in
addition to any other rights and remedies provided by law or under this Agreement
including the right to ask to re perform services which are improper or not timely
performed by the Service Provider and to charge back the cost of performing such
work or services to Service Provider. Under such circumstances, service provider will
not be entitled to any further payment.

12. INDEMNITY.

12.1 Indemnification by Service Provider- Service Provider shall defend,

indemnify, save and hold Service Recipient and its affiliates, officers, directors,
employees and agents (together, the " Service Recipient Indemnitees") harmless
from and against any losses or expenses incurred and against claims by third
parties arising from any claim, demands, suits, actions, causes of action, losses,
damages, fines and liabilities, including reasonable attorneys' fees arising out of or
related to any breach of contract, or tortuous act committed by the Service Provider
in relation to the Services performed under this Agreement ("Service Recipient
Losses").

12.2 Service Provider shall pay any Service Recipient Losses (which shall
include legal professional costs on an indemnity basis and any reasonable costs or

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expenses incurred to mitigate such Service Recipient Losses) which may be
assessed against Service Recipient.

12.3 Service Recipient shall have the discretion to take reasonable steps to
compromise settle or defend any such claim that may arise brought by any third
party against Service Recipient provided that it provides reasonable information to
the Service Provider as to the progress of any such steps in dealing with such
claims, whether pre-action or during the course of any legal action including any
appeals arising therefrom.

12.4 For the purposes of Article 12.3, the Service Provider shall provide all
reasonable assistance to Service Recipient for the purposes of dealing which such
claims from any third party.

12.5 No admission to be made on behalf of Service Recipient - The Service

Provider agrees that it shall not, with respect to any claim by any third parties,
represent to any third party that it is authorized to make or in fact make any
admission of liability whatsoever for or on behalf of Service Recipient.

13. PUBLICITY

Service Provider shall not issue any news releases or other public
statements related to this Agreement, without the express prior written consent of
Service Recipient.

14.GENERAL

14.1. Binding Agreement, Service Recipient’sAffiliates. This Agreement shall be

binding upon the parties hereto and shall inure to the benefit of the parties hereto and
affiliates designated by Service Recipient from time to time in writing to Service
Provider, which affiliates, as third party beneficiaries of this Agreement, shall enjoy
and be entitled to, without restriction or additional consideration, all of the rights and
privileges accruing to Service Recipient hereunder; provided that, Service Recipient
shall remain fully responsible for the performance and fulfillment of all its obligations
set forth herein.

14.2 Entire Agreement. The making, execution, and delivery of this Agreement
by Service Provider and Service Recipient has not been induced by any
representations, statements, warranties, or agreements other than those herein
expressed. With regard to the subject matter herein, this Agreement, together with
any amendments, schedules ,attachments, and exhibits, constitutes the entire
agreement of the parties, and supersedes all previous written or oral
representations, agreements and understandings between Service Recipient and
Service Provider. In the event of a conflict between the terms of this Agreement and
any of the attachments or exhibits, this Agreement shall prevail.

14.3. Severability. In the event that any one or more of the provisions contained
in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other
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provisions of this Agreement, and all other provisions shall remain in full force and
effect. If any of the provisions of this Agreement are held to be excessively broad,
it shall be reformed and construed by limiting and reducing it so as to be enforceable
to the maximum extent permitted by law.

14.4 Non-Waiver. The waiver of or acquiescence by any party hereto to any terms
or provision hereunder, or the failure of any party to insist upon strict compliance with
any warranty, certification, representation, agreement, term or condition in this
Agreement, shall not constitute a waiver of any subsequent waiver, acquiescence,
default or failure, whether similar or dissimilar.

14.5 Modifications. No changes, amendments, or alterations to this Agreement

shall be effective unless in writing and signed by duly authorized representatives of
the respective parties.

14.6 Notice. All notices, requests, demands, approvals or consents, or other

communications hereunder other than day-to-day communications within the duties
of the Service Provider shall be in writing and shall be deemed given if delivered in
person, delivered by recognized overnight courier or delivered by postage-prepaid
mail to the appropriate party at the address below, unless, by notice to the other
parties, a different address shall have been designated:

To Service Recipient: To SERVICE PROVIDER:

14.7 Use of Service Recipient’sTrademark/Name - Service Provider shall not

make any oral or written statement or perform any act indicating that Service
Recipient endorses or approves or has endorsed or approved Service Provider or its
Services or work products. Service Provider shall not associate or in any way connect
any name or trademark of Service Recipient with Service Provider's Services or work
products hereunder without Service Recipient’s prior written approval. Service
Provider shall not disclose or discuss any Service Recipient research, development
or business activities to any third party without Service Recipient’s express prior
written permission; including, without limitation, any communications, summaries, or
press statements that discuss such activities, whether or not Service Recipient’s
names or trademarks are used in the communications.

Furthermore, neither party shall use the name and/or logo of the other party,
or any abbreviation or adaptation thereof, in any advertising, trade, display, public

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statement, or for any other commercial purposes without the prior written consent
of the other party.

14.8 No Other Relationship/Obligations - Neither party shall have any right,

power, or authority to assume, create, or incur any expense, liability, or obligation,
expressed or implied, on behalf of the other party, except as expressly provided
herein. This Agreement is not intended to be nor shall it be construed as a joint
venture, association, partnership, or other form of a business organization or agency
relationship.

14.9 Force Majeure - Neither party shall be responsible for any failure to perform
or delay in performing any of its obligations under this Agreement where and to the
extent that such failure or delay results from causes outside the reasonable control of
the party. Such causes shall include, without limitation, Acts of God or of the public
enemy, acts of the government in either its sovereign or contractual capacity, fires,
floods, epidemics, quarantine restrictions, freight embargoes, civil commotions, or the
like. Notwithstanding the above, strikes and labor disputes shall not constitute an
excusable delay for either party under this Agreement.

14.10 Audit - Service Recipient may, upon its request, audit any and all work or
expense records of Service Provider relating to materials and/or Services provided
hereunder, by giving a seven (7) working days notice. Service Provider shall have
the right to exclude from such inspection any of its proprietary or confidential informa-
tion that was not otherwise provided to Service Recipient as a part of the Services.
Service Provider further agrees to maintain its books and records relating to material
and/or services provided for a period of seven (7) years from the date such work was
completed, and to make such books and records available to Service Recipient,
during normal business hours, at any time or times within the seven-year period.

14.11 Headings Not Controlling - Headings used in this Agreement are for
reference purposes only and shall not be used to modify the meaning of the terms
and conditions of this Agreement.

15. ARBITRATION AND GOVERNING LAW

15.1 The law of India shall govern this agreement

15.2 In case of dispute concerning these services under this agreement, attempts
will be made by both parties to settle the matter amicably. In case of no resolution
in spite of best efforts the matter will be referred to arbitration as under. All disputes
or differences whatsoever arising between the parties to the construction , meaning
or operation of effect of this agreement or breach thereof shall be settled by
arbitration in accordance with the Rules of Arbitration and Conciliation of the
Bombay Chamber & Industry and the Award made in pursuance thereof shall be
binding on parties. All matters arising out of or any related with this agreement shall
be deemed to have arisen in Mumbai and only courts in Mumbai shall have
jurisdiction to determine the same.
Service Provider Agreement (India) ( Version 1 ) 06112012
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed
on the day, month and year first herein above written in the manner hereinafter
appearing.

SIGNED and DELIVERED )

by the within named )

through its partner )

in the presence of: )

1. (Name) )

SIGNED, SEALED AND DELIVERED )

by the within named <please Insert>, through its )

Authorized Signatory Mr. ………………in the presence of)

1. (Name) )

Service Provider Agreement (India) ( Version 1 ) 06112012

 SCHEDULE I

1. Tenure of this Agreement

This Agreement is valid from ___. No amendment to this Agreement shall be

valid unless made in writing and signed by both the Service Provider and Service
Recipient.

2a. Name and other details of the Service Provider:

Name of the individual /Service

Provider / partnership firm /
proprietary concern / HUF /
society / trust

Names of all partners / Karta

and all adult coparceners /
members / proprietor(ess)

Name(s) of the authorised

signatory(ies)

Registered / Head / Principal

office address

Address where notice is to be

sent to

Fax No/s.

E-mail id

Phone No/s.

Attn: Mr./Ms.

2b. Correspondence address of Service Recipient:

Service Provider Agreement (India) ( Version 1 ) 06112012

Address where notice is to be
sent to

Te no.

E-mail id

Attn: Mr./Ms.

SCHEDULE - II

A. SCOPE OF SERVICES & RATES OF SERVICES

1. Service Provider has to provide the service as per the scope given below

STANDARD SCOPE OF WORK:

Service Provider Agreement (India) ( Version 1 ) 06112012

RATES OF SERVICES

Sr.No. Particulars of things to Quotation (Rs.)

be done in

Service Provider Agreement (India) ( Version 1 ) 06112012