Parker`s Consulting & Ventures Pvt. Ltd.

rd
Corporate office: -307, 3 floor, Apollo Square, Race Course Road, Janjeerwala Square, Indore- 452003 (M.P)
Contact :-+91-98930-55575, 0731-4248209, Email :- info@parkersconsultings.com, Email :- aadrikaho@gmail.com
Web :- www.aadrikainformation.com , Web :- www.parkersconsultings.com

AGREEMENT FOR BUSINESS PARTNER’S

This working Business partner Agreement (“hereinafter referred to as this “Agreement”) is created and executed
on this 12th Day of January Month, 2020 Year.

Between

Parker’s Consulting & Ventures Private Limited, bearing CIN: U67100MP2021PTC055243, a Company
registered under the provisions of the Companies Act, 2013, having its registered office at 307,3 rd Floor, Apollo
Square, Janjeerwala Square, Race Course Road Indore (M.P.) – 452001, (hereinafter referred to as "the
Company" which expression unless repugnant to the subject or context shall include its successors and permitted
assignees) on the one part;

And

CHAUDHARI ASHU (Name of the Associate), (Registration No., if any), having PLOT NO 31 DHARMA
BHAKTI RESIDENCY, PALI GAV, SACHIN, SURAT-394230 (Registered Address) (hereinafter referred to
as "the Associate" which expression unless repugnant to the subject or context shall include its successors and
permitted assignees)

WHEREAS

1. The Company has its main object of providing consultancy and other related services including information
services to its customers and to carry on all other documentation and similar works in connection thereto
and also to provide consultancy on various matters including marketing matters and matters relating to
arrangement of finance from various banks and other institutions and their documentation and various
related others matters.

2. The Company is the Channel Partner of various Private Banks/ Non-Banking Financial Institutions
(hereinafter referred as Banks/NBFCs) and had duly entered into the agreements with such Banks/NBFCs
for sourcing of loan files of the customers requiring loan from the Banks/NBFCs.

3. The Company has agreed to sub-contract the services rendered to Bank/NBFCs and the Associate has agreed
to assume all the rights, interest, title and claims of the Company on and subject to the terms and conditions
of this Agreement.
2. Representations and Obligation of the Business Associate:

1. The Business Associate agrees and undertakes that the Sanctions and Disbursal of loan facility shall be
as per Parker’s Consulting & Ventures Private Limited norms and policies. All such decisions shall be at
sole discretion of Parker’s Consulting & Ventures Private Limited and decision of Parker’s Consulting &
Ventures Private Limited, in this regard, shall be final and binding on such referral customers and the
Business Associate.

2. Business Associate or any of its agent, employees, and dealers shall not display the logo of Parker’s
Consulting & Ventures Private Limited on its/their visiting card(s) or any other stationery except with the
prior written consent of Parker’s Consulting & Ventures Private Limited.

3. Business Associate and all its concerned staff shall make every possible effort to check and verify the
bonafides and the credentials of the Customers/potential customers being referred;

4. The Business Associate shall adhere the due care and caution to avoid any kind of miscommunication,
mis-commitment and/or customer issue during its interaction with the customer.

5. The Business Associate shall provide access to all books, records and information relevant to the
Services rendered under the Business Associate Agreement.

6. The Business Associate shall permit Parker’s Consulting & Ventures Private Limited to conduct audits
whether by its internal or external auditors or by agents appointed to act on its behalf and to obtain copies
of any audit or review reports and findings made on the Business Associate in conjunction with the services
performed by the Business Associate for Parker’s Consulting & Ventures Private Limited.

7. The Business Associate hereby acknowledges and recognizes the right of RBI and/or authorized officers/
auditors or other regulators (including external auditors) to cause an inspection of a Business Associate
empanelled with Parker’s Consulting & Ventures Private Limited and its books and account by one or
more of its officers or employees or other persons. The Business Associate shall permit the Reserve Bank
of India (“RBI”) and/or any regulatory authority or persons authorized by it to inspect Business Associate/
Parker’s Consulting & Ventures Private Limited documents, records or transactions and other necessary
information given to, stored or processed by the Business Associate, directly in relation to the Services
within a reasonable time.

8. The Business Associate shall permit Parker’s Consulting & Ventures Private Limited to continuously
monitor and assess the Business Associate so as enable Parker’s Consulting & Ventures Private Limited to
suggest corrective measures if any, which shall be duly implemented by the Business Associate.

9. The Business Associate warrants that it has adequate and effective internal controls and management
information systems, in place for the purposes of providing the Services hereunder and for regular internal
appraisal with respect to performance in respect of the Services to Parker’s Consulting & Ventures Private
Limited.

10. The Business Associate agrees to maintain a robust and periodically tested contingency and business
resumption plan, including adequate resources, systems and all other infrastructure requirements, in place, to
ensure that Services to Parker’s Consulting & Ventures Private Limited would not be adversely affected. The
Business Associate agrees to periodically test the business continuity and recovery plan and shall permit
 Parker’s Consulting & Ventures Private Limited to conduct occasional joint testing and recovery exercise
with the Business Associate Business Associate

11. Business Associates represents, affirms and undertakes that Business Associate is registered under the
Goods and Service Tax {“gst”} and the Business Associate is functioning in compliant of the GST
provisions.

12. The Business Associate shall evaluate compliance requirements under GST and ensure proper
mechanism for undertaking the same is put in place so that there is no loss of input tax credit to Parker’s
Consulting & Ventures Private Limited due to non-compliance on the part of Business Associate.

13. Business Associate acknowledges, affirms and undertakes that one of the key components of GST
compliant is filing of periodic returns within the prescribed time limit, uploading correct outward supply
details in GST Portal, timely payment of taxes. The Business Associate understands that if Business
Associate does not deposit the tax with the Government, Parker’s Consulting & Ventures Private Limited
would not be eligible to claim input tax credit leading to increased tax cost. In this regard, the Business
Associate affirms, confirms and declares to undertake necessary steps for GST compliance.

14. The Business Associate agrees to do all things that may be necessary to enable Parker’s Consulting &
Ventures Private Limited to claim input tax credit in relation to any GST payable under this Agreement or in
respect of any supply under this Agreement. This shall include (but not limited to):
i. Issuing invoices/ debit notes/ revised invoices/ credit notes as per the prescribed format, containing all the
information as is required for the Parker’s Consulting & Ventures Private Limited to avail input tax credit
basis such invoices/ debit notes/ revised invoices
ii. Submission of periodic returns as per the GST laws within specified time lines with complete and correct
details as may be prescribed
iii. Deposit of tax within the due dates as may be prescribed
iv. Issuance of debit note, if any, within the prescribed time limit to enable Parker’s Consulting & Ventures
Private Limited take the credit.
v. The Business Associate shall continuously maintain a high GST compliance rating score as per the GST law.
Parker’s Consulting & Ventures Private Limited reserves the right to terminate this Agreement if the
Business Associate fails to achieve/ maintain an appropriate GST compliance rating score.

15. Nothing herein shall entitle Business Associates or any of his agent, employees, dealers to make any
representations or warranties on behalf of Parker’s Consulting & Ventures Private Limited or enter into
contracts or arrangements on behalf of Parker’s Consulting & Ventures Private Limited or make any
pledge/assurance as regards to any credit facility to be granted by Parker’s Consulting & Ventures Private
Limited.

16. The Business Associate shall take prior written approval/consent of Parker’s Consulting & Ventures
Private Limited for using any subcontractor for the purpose of providing the Services proposed to be availed
by Parker’s Consulting & Ventures Private Limited under these presents.

3. Confidentiality:

1. Business Associate shall be bound to comply and abide with all the Terms and Conditions hereof and all
guidelines that may be communicated by Parker’s Consulting & Ventures Private Limited to the Business
Associate in writing.
2. The Parties shall be bound to maintain strict confidentiality with respect to all information provided by
the disclosing party to the receiving party including but not limited to financial details. All information shall
be kept strictly confidential by both the Parties and shall not without the prior written consent of the
disclosing party, divulge and disclose any of such terms to any third party.

3. The Parties hereby unconditionally agree and undertake that they shall not disclose the terms and
conditions of this Agreement or disclose the information submitted under this Agreement to any third party
unless such disclosure is required by law or regulation, to internal/external auditors or advisers in respect of
performing functions under this Agreement or for the purpose of performing their obligations under this
Agreement, provided that prior to any such disclosure, written consent of the other Party shall be obtained.

The confidentiality obligations shall not apply to:-

a) information in the public domain, or
b) information that is received by a Party from a third person without breach of a confidentiality obligation by
such third person, or

4. The Business Associate shall preserve documents as required by law and take suitable steps to ensure
that the interest of Parker’s Consulting & Ventures Private Limited is protected in this regard even post
termination of the Services with Parker’s Consulting & Ventures Private Limited.

This Clause shall survive the termination of this Agreement.

4. Term and Termination:

1. This arrangement shall be effective from __________ and shall remain in force for a period of _______
unless terminated by either Party as per the provisions of this Agreement.

2. Either party may terminate this arrangement by serving 30 days advance written notice on the other
party. The termination of this arrangement shall become effective upon the date set forth in the said
termination notice.

3. Upon termination of this Agreement, any rights, obligations and liabilities of the Parties accrued up to
the date of such termination, shall not be affected thereby and shall continue to be performed and discharged
by the Parties in accordance with the provisions of this Agreement up to the date on which such notice of
termination expires.

4. Parker’s Consulting & Ventures Private Limited agrees that upon termination, Parker’s Consulting &
Ventures Private Limited shall pay Referral Fees to the Business Associate for all loan proposals of
Customers, which are disbursed until the date of termination.

5. Notwithstanding anything comprised in this clause, if at any time during the term of this Agreement,
one Party is informed or information comes to that Party, that any act of the other Party has been decreed or
adjudged by any court, tribunal or authority to be in violation of any law, ordinance, regulation, or code, the
Party informed shall be entitled to terminate this Agreement after expiry of a period of 15 days’ notice so
given to the defaulting Party in terms hereof.

5. Right to Adjust and Withhold:

1. Parker’s Consulting & Ventures Private Limited may adjust, set off, withhold any amount due and/or
payable to Business Associate under this arrangement against any money which becomes due and/or payable
 or may become due to Parker’s Consulting & Ventures Private Limited from Business, whether by way of
damages, loss suffered or costs, expenses incurred by Parker’s Consulting & Ventures Private Limited as a
result of breach of terms of this Agreement by Business Associate.

6. Referral Fees:

1. The Referral Fee structure and charges/commission, if any, for the services rendered are prescribed in
the Schedule A, attached hereto. Parker’s Consulting & Ventures Private Limited shall pay commission to
the Business Associate against each disbursed Customer, i.e. each customer (referred by the Business
Associate) to whom the Loan is actually disbursed by Parker’s Consulting & Ventures Private Limited, as
stipulated in Schedule A attached herewith to this agreement.

2. The Business Associate confirms and agrees that Parker’s Consulting & Ventures Private Limited shall
be entitled to vary/alter/amend the Referral Fee structure at any stage and Business Associate shall be bound
by such altered/amended fee structure.

3. The taxes shall be determined as per the provisions of GST laws. The Business Associate shall avail the
most beneficial notifications, abatements, exemptions etc., if any, as applicable for the supplies under the
GST Laws.

4. Business Associate hereby affirms, confirms and declares that in case in future GST liability is to be
borne by Parker’s Consulting & Ventures Private Limited, due to any reason whatsoever, the same shall be
claimed from Business Associate by way of deduction from the amounts payable to the Business Associate
and/or raising debit notes.

5. For the purposes of the above-mentioned requirements and in connection with GST Laws, the Business
Associate shall provide necessary documents as may be necessary and shall allow verification of the same to
Parker’s Consulting & Ventures Private Limited. Parker’s Consulting & Ventures Private Limited shall have
a right to review the Business Associates documents to ensure that Business Associate is tax-compliant, in
respect to the transactions contemplated under this agreement.

6. The fee for every month shall be payable after completion of loan transaction, provided an invoice is
submitted by Business Associates to Parker’s Consulting & Ventures Private Limited. Business Associate
shall raise online invoice through the application namely “_________” and/or in any other mode including
but not limited to the physical copy, as communicated by Parker’s Consulting & Ventures Private Limited,
in its sole discretion. The Business Associate hereby agrees and understands that Parker’s Consulting &
Ventures Private Limited shall have right to revoke and/or replace the aforesaid application with any other
application/ software or make request for deposit of physical invoice with Parker’s Consulting & Ventures
Private Limited. On receipt of invoice, Parker’s Consulting & Ventures Private Limited shall make payment
subject to reconciliation of its records.

7. Indemnification:

1. Business Associate hereby undertakes to indemnify and keep Parker’s Consulting & Ventures Private
Limited and its officers/employee indemnified and harmless from and against all and/or any actions, suits,
claims, proceedings, damages, liabilities, losses, expenses or cost (hereinafter referred to as ‘Claims’)
suffered by Parker’s Consulting & Ventures Private Limited and/or its officer(s)/ employee(s) on account of
breach of any warranty, representation(s), non-compliance of any applicable law, unauthorized act and/or
omission, fraud, deed or thing done or omitted to be done and/or breach of any undertaking made by
Business Associate and/or their employees, officers, agents during the performance of this arrangement.
2. The Business Associate hereby undertakes to indemnify and keep Parker’s Consulting & Ventures
Private Limited and its officers/employee indemnified and harmless from and against all and/or any actions,
suits, claims, proceedings, damages, liabilities, losses, expenses or cost (hereinafter referred to as ‘Claims’)
suffered by Parker’s Consulting & Ventures Private Limited and/or its officer(s)/ employee(s) on account of
non-compliance of the GST provisions by the Business Associate or in the event of blockage/ loss of any
input tax credit to Parker’s Consulting & Ventures Private Limited due to non-compliance on the part of the
Business Associate and/or on account of delay in deposit of tax by the Business Associate, which would lead
to interest liability for Parker’s Consulting & Ventures Private Limited.

3. If any amount of credit, refund or any other benefit is denied or delayed to the Parker’s Consulting &
Ventures Private Limited and/or any penal charge is imposed on Parker’s Consulting & Ventures Private
Limited due to any non-compliance by the Business Associate (including but not limited to the failure to
upload or incorrect disclosure of details on the GSTN portal or delay/ failure to deposit tax or due to non-
furnishing or furnishing of incorrect/ incomplete documents by the Business Associate), wrong
determination of nature of the transactions, the Business Associate shall be liable to indemnify Parker’s
Consulting & Ventures Private Limited and reimburse/ recover the loss which accrues to Parker’s Consulting
& Ventures Private Limited on the aforesaid account. Parker’s Consulting & Ventures Private Limited shall
be entitled to deduct the aforesaid amount out of the payment to be made to Business Associate under all the
subsequent bills.

8. Assignment and Sub-Contracting:

1. Business Associate shall itself perform its obligation under this agreement and the Business Associate
shall not assign, transfer or sub-contract any of its rights and obligation under this agreement or any part
thereof to anyone, expect with prior written permission of Parker’s Consulting & Ventures Private Limited.
However, Parker’s Consulting & Ventures Private Limited shall be entitled to assign/ transfer its rights and
benefits under this agreement, to any third party/ person/ entity etc. as it may require.

9. Events of Termination:

1. That notwithstanding to anything contained hereinabove, without any prejudice to any rights of Parker’s
Consulting & Ventures Private Limited, Parker’s Consulting & Ventures Private Limited shall be entitled to
terminate this Agreement, with immediate effect:

a. If Business Associate fails or neglects to observe or commits any breach of the terms, conditions,
provisions or stipulations of this Agreement, or allows and/or permits any such breach to be committed; or

b. If any breach of the terms, conditions, provisions or stipulations of this Agreement is committed and
such breach is remediable and if Business Associate fails to provide the required remedy for such breach
within reasonable time (that this clause shall be in addition and not in substitution of clause 10 (1) (a)
immediately above; or

c. If any of the representations made by Business Associate are found to be false or wrong; or

d. If Business Associate commits any act or omission as a consequence of which the business of Parker’s
Consulting & Ventures Private Limited may suffer or is likely to suffer; or
e. If Business Associate acts beyond the scope of the Agreement or is suspected of falsifying and/or
tampering and/or forging records and/or furnishing to Parker’s Consulting & Ventures Private Limited
and/or the Customers, any false records or information; or
f. If in the sole and absolute opinion of Parker’s Consulting & Ventures Private Limited, Parker’s Consulting
& Ventures Private Limited rights and/or goodwill and/or reputation and/or business suffers and/or is likely
to suffer due to any act(s) or omission(s) of the Business Associate and/or its employees, personnel, agents
etc.

10. No Warranty without Authority:

1. That, the Business Associate shall make no statement, representation or claim and shall give no
warranty to any person in respect of the business of Parker’s Consulting & Ventures Private Limited except
to the very limited extent that may be specifically authorized in writing by Parker’s Consulting & Ventures
Private Limited.

11. Governing Law and Dispute Resolution:

This Agreement is/shall be governed by Indian laws and the courts at New Delhi shall have exclusive
jurisdiction relating to any matter/issue under or pursuant to the Agreement. Notwithstanding anything to the
contrary,

1. if any dispute/disagreement/differences (“Dispute”) arise between the Parties during the subsistence of
this Agreement and/or thereafter, in connection with, inter alia, the validity, interpretation, implementation
and/or alleged breach of any provision of this Agreement, jurisdiction or existence/appointment of the
arbitrator or of any nature whatsoever, then, the Dispute shall be referred to a sole arbitrator who shall be
appointed by Parker’s Consulting & Ventures Private Limited only.

2. It is expressly agreed that in any circumstance, the appointment of the sole arbitrator as aforesaid shall
be and shall always deemed to be the sole means for securing the appointment/nomination of the sole
arbitrator, without recourse to any other alternative mode of appointment of the sole arbitrator. The place of
the arbitration shall be New Delhi and the arbitration proceedings shall be governed by the Arbitration &
Conciliation Act, 1996 (or any statutory re-enactment thereof, for the time being in force) and shall be in the
English language. The award shall be binding on the Parties subject to the applicable laws in force and the
award shall be enforceable in any competent court of law;

12. Notice

1. Any communication and/or document(s) to be made or delivered under or in connection with or

pursuant to this Agreement and/or applicable laws shall be made or delivered, unless otherwise stated, by
fax, email, physical letter/ document(s) or in any other electronic/digital form. The address, email address,
phone and fax number (and the department or officer/person, if any, for whose attention the communication
is to be made) of each Party for any communication and/or document(s) to be made or delivered under or in
connection with or pursuant to this Agreement and/or applicable laws is mentioned herein below:

For Business Associate:

…………………………….

Parker’s Consulting & Ventures Private Limited:

…………………………….
or any substitute address, email address, phone, fax number or department or officer or person as a Party may
notify to the other Party by not less than 3 (three) days’ notice. Any communication or document(s) made or
delivered by a Party to another Party under or in connection with this Agreement and/or applicable laws will
only be effective: (a) if by way of fax, email or in any other electronic/ digital form, when received/delivered
in legible form; or (b) if by way of physical letter/ document(s), when it has been delivered to the
addressee(s) or left at the relevant address or 3 (Three) days after being sent by the registered post, speed
post or courier, and if a particular department or officer/person is specified as part of its address details
provided as aforesaid, if addressed to that department or officer/person. Any communication or document(s)
to be made or delivered to Parker’s Consulting & Ventures Private Limited will be effective only when
actually received by Parker’s Consulting & Ventures Private Limited and then only if it is expressly marked
for the attention of the department or officer identified with Parker’s Consulting & Ventures Private
Limited’s signature below (or any substitute department or officer as Parker’s Consulting & Ventures Private
Limited shall specify for this purpose). Any communication or document(s) made or delivered to the
Business Associate in accordance with this Clause will be deemed to have been made or delivered to it. Any
notice/communication given under or in connection with or pursuant to this Agreement and/or applicable
laws must be in English. All other documents provided under or in connection with this Agreement must be
in English. Notwithstanding anything to the contrary, any notice to the Business Associate by Parker’s
Consulting & Ventures Private Limited shall be deemed to be a notice to all the concerned parties of the
Business Associate (under this Agreement and/or any other Documents) and the Parties hereto specifically
agree that a notice of 1 (one) day by Parker’s Consulting & Ventures Private Limited shall be a reasonable
notice to the Business Associate for the purposes of, inter alia, exercising any of the rights and remedies by
Parker’s Consulting & Ventures Private Limited as mentioned in this Agreement and/or under law.

13. General Provisions:

1. This Agreement and its Schedule constitute the entire Agreement between the Parties with respect to the
subject matter thereof and it shall not be varied, amended or supplemented except by an instrument in
writing executed by the duly authorized representative of both Parties.

2. If any section, paragraph or clause in this Agreement shall be held to be invalid or unenforceable in any
jurisdiction, in which this Agreement is being performed, then the meaning of such section, paragraph or
clause shall be so constructed so as to render it enforceable to the extent feasible and if no feasible
interpretation would save such section, paragraph or clause it shall be severed from the Agreement. If such
paragraph or clause is considered an essential element of this Agreement, the parties shall promptly negotiate
a replacement thereof.

3. This Agreement has been signed in duplicate, each of which shall be deemed to be an original. No
modification or alteration of any term or condition of this Agreement will be valid unless in writing executed
by each of the parties.

4. All the remedies of any Party under this Agreement, whether provided herein or conferred by law,
custom or trade usages, are cumulative and not alternative and may be enforced successively and/or
concurrently.

5. Neither Party shall be liable to the other for any delay or non-performance of its obligations under this
Agreement arising from any cause beyond its reasonable control including, without limitation, any of the
following: act of God, governmental act, war, fire, flood, explosion or civil commotion. Subject to the
affected Party promptly notifying, the other Party in writing of the cause and the likely duration of the cause,
the performance of the affected Party’s obligations, to the extent affected by the cause, shall be suspended
 during the period that the cause persists provided that if performance is not resumed within 30 days after that
notice then other Party may by notice of 7 days in writing terminate this Agreement

Schedule A
Annexure of rates

The rates payable towards Services provided for disbursal of Loan application, as per this agreement, and as
mutually agreed by the parties are as below: (Attached)

Product No. of Loan Appl. Sanctioned Other Service

Forwarded / Total Loan Charge Tax
Sourced Amount Payable Payable

In witness whereof Business Associate and Parker’s Consulting & Ventures Private Limited have executed
this agreement on the place and date mention above.

1. For Business Associate

______________________

2. For Parker’s Consulting & Ventures Private Limited Commercial Credit Limited

(Authorized Signatory)