Master Agreement

BETWEEN

HDFC Bank
AND

Alpha Plus Technologies Pvt. Ltd.

HDFC BANK Contract Reference: {Contract Reference}

This Agreement made at this 14th day of February, 2012. Between: HDFC Bank Limited, a banking company within the meaning of the Banking Regulation Act and incorporated under the provisions of the Companies Act, 1956, having its Registered Office at HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 (hereinafter referred to as HDFC BANK which expression shall, unless repugnant to the context or meaning thereof, be deemed and include its successors and permitted assigns) of ONE PART; And Alpha Plus Technologies Pvt. Ltd., a Company incorporated and registered under the Companies Act, 1956 and having its Registered Office at 13/62, Triveni, HIG Complex, Link Road, Andheri (West), Mumbai, India (hereinafter referred to as the Supplier, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the Other Part..

1. Agreement Framework 1.1. Purpose The purpose of this Agreement is to establish the general terms and conditions for the services to be rendered by the Service provider to the Bank from time to time. The parties shall enter into one or more Service Agreements describing the responsibilities and obligations specific to the applicable services. 1.2. Master Agreement This Master Agreement is intended to serve as a framework for the provision of services under one or more Service Agreements. 1.3. Service Agreements The Bank and Service provider shall enter into individual Service Agreements for each of the services provided, as the case may be. These Service Agreements shall reference this Master Agreement and the terms and conditions in this Agreement shall govern the provision of services by the Service provider, except where stated they are amended in the respective Service Agreement. 2. Definitions & Interpretations 2.1. Definitions In this Agreement, unless inconsistent with the context or otherwise specified, the following words shall have the following meanings: "Authorised Representative" means in respect of each party the person described in Schedule B of this Agreement or such other person as may be notified in writing by each party from time to time to the other party; "Confidential Information" means all proprietary and confidential information or Personal Data of the parties and those of their customers, clients or suppliers whether commercial, financial, technical or otherwise (whether oral, in writing, machine readable or in any other form) and material (whether electronically recorded, in writing or otherwise) which by its very nature should obviously be treated as secret and confidential and which the parties desire to protect against unrestricted disclosure or competitive use or which is designated as such, including without limitation: (a) information relating directly or indirectly to HDFC BANK Group's business, including but not limited to details of trade secrets, knowhow, strategies, ideas, operations, compliance information, processes, methodologies and practices; and information supplied to HDFC BANK Group by suppliers from time to time; and information relating directly or indirectly to HDFC BANK Groups plans, intentions, know-how, market opportunities and business affairs or those of its suppliers, customers (including potential customers) and clients; and works of authorship, products and materials written and prepared by HDFC BANK or another member of HDFC BANK Group in relation to

(b) (c)

(d)

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this Agreement including but not limited to computer programs, data, diagrams, charts, reports, specifications, sketches, inventions and working papers or similar materials of whatever nature or on whatever media relating thereto; and (e) any information resulting directly or indirectly from the discussions or negotiations relating to this Agreement and all copies, notes, records and all related information (in any form) generated by HDFC BANK or another member of HDFC BANK Group based on or arising from any disclosures for this Agreement; and the terms of any agreement reached by the parties or proposed by either party (whether agreed or not) in connection with the Agreement;

(f)

Effective Date shall have the same meaning as ascribed to it in clause 3 hereto. "Intellectual Property Rights" means all current and future copyright, patents, trademarks or rights in databases, inventions or trade secrets, knowhow, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant country of the world; "Data Protection Laws" means all applicable statutes, laws, secondary legislation or regulations, and common duties pertaining to privacy, confidentiality and/or the protection of personal Data or corporate data; Data means a representation of information, knowledge, facts, concepts or instructions which are being prepared or have been prepared in a formalised manner, and is intended to be processed, is being processed or has been processed in a computer system or computer network, and may be in any form (including computer printouts magnetic or optical storage media, punched cards, punched tapes) or stored internally in the memory of the computer; "Moral Rights" means the moral rights under applicable law of the author of a copyright work (as distinguished from rights of ownership), which allows an author; a) the right to be identified as the author of the work; b) the right to object to derogatory treatment of the work c) the right not to have the work falsely attributed and/or d) to assert any other similar rights under applicable laws; "Regulatory Authority" means in relation to HDFC BANK Group, any body (including without limitation any central bank, government department or agency, or other authority in any part of the world) which has the responsibility of supervising and/or regulating banks and other financial institutions generally including HDFC BANK Group and any branch or representative office of HDFC BANK Group; "HDFC BANK Group" means HDFC Bank and

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(a)

any person, body corporate, partnership, firm or other entity in which on or after the Effective Date (as defined in Clause 3) from time to time HDFC BANK directly or indirectly: (i) (ii) (iii) (iii) owns more than half the capital or business assets; or has the power to exercise fifty percent (50%) or more of the voting rights in such entity; or has the legal power to direct or cause the direction or general management or affairs of the entity in question; or has the power to appoint more than half the members of the supervisory board, board of directors or bodies legally representing such entity; or has the right to manage the business of such entity;

(iv) (b)

any person, body corporate, partnership, firm or other entity which directly or indirectly has in or over HDFC BANK the rights or powers listed in (a) above ("a Controller"); and any person, body corporate, partnership, firm or other entity in which a Controller directly or indirectly has the rights or powers listed in (a) above;

(c)

"Staff" means any staff engaged by the Supplier (including employees as well as any agents and sub-contractors) in connection with this Agreement; "HDFC BANK Service Provider" means any service provider, contractor or other third party who is engaged by or who contracts with HDFC BANK or HDFC BANK Group to provide, operate or otherwise manage services for the benefit of any member of HDFC BANK Group and/or third party customers of HDFC BANK Group; 2.2. Interpretation The terms in this Agreement and the Service Agreements shall have the following interpretation, Clause headings are for ease of reference only and are not intended to be part of or to affect the meaning, interpretation or construction of any of the terms and conditions of this Agreement and the Service Agreements. References to any gender includes any other gender, the plural shall include the singular and bodies corporate shall include unincorporated bodies and (in each case) vice versa. Reference to any statute, enactment, ordinance, order, regulation or other similar instrument shall be construed to include a reference to the statute, enactment, ordinance, order, regulation or instrument as from time to time amended, extended, re-enacted or consolidated; and all statutory instruments, orders, regulations or instruments made pursuant to it. The provisions of this Agreement and the Service Agreements are severable unless otherwise specified.

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Clauses, Sections, Pages, and the Schedules referenced by name shall refer to the Clause, Section, Page, or the Schedule having the title referred to. any references to dates and time, shall be construed to be references to Indian dates and Indian Standard Time; references to an agreement or document shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and, if applicable, of this Agreement and the Service Agreements with respect to amendments. Conflicting Terms In the event of a conflict between the terms of this Master Agreement and the terms of a Service Agreement, the terms of the Service Agreement shall prevail; provided that no Service Agreement may amend the Master Agreement.

3. Term 3.1. Master Agreement The term of this Master Agreement shall take effect on _________________ (hereinafter referred to as Effective Date) and shall govern and continue until the

termination or expiry of each of the Service Agreement or any renewal thereof, unless terminated pursuant to the terms of this Master
Agreement. 3.2. Service Agreements The Service provider shall provide services during the term of the applicable Service Agreement. 4. Services 4.1. Use of Facilities Each party, while on the other Partys premises, should comply with reasonable requests, rules and regulations regarding security, safety, health and professional conduct applicable to such premises and conduct themselves in a businesslike manner. The Bank will provide office space and facilities, required computer time and communication facilities for the Service providers personnel deputed at the Banks site strictly for use in connection with the services hereunder. The Service Provider agrees to indemnify the Bank against any losses, claims, demands or damages caused or incurred by the Bank due to use/misuse of the office space and the related facilities. The Bank will grant the Service provider required access to its premises during normal business hours or at other times, as mutually agreed between the parties and permitted by the Bank for the provision of services under this Agreement. 4.2. Key Personnel During the term of the Master Agreement, the Service provider and the Bank should maintain an individual who will serve as the primary representative under this Master Agreement. Both the parties should also maintain a primary contact under each

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Service Agreement during the term of the Service Agreement. These representatives should have appropriate authority and responsibility to ensure compliance with the terms and conditions laid out in the Master Agreement and the Service Agreements. 4.3. Account Management During the term of this Master Agreement, there should be meetings at least [period] between the identified personnel to review the performance of this Agreement and the Service Agreements at mutually agreed locations. In case of non-availability of the assigned personnel for such meetings for prolonged periods of time, the matter should be escalated to the primary representative identified under this Master Agreement. 4.4. Assignment and Subcontractors The Service provider cannot sub-contract the services without written approval from the Bank; If approved, subcontracting does not under any circumstances (i) absolve the Service provider of its responsibilities or (ii) increase the contract price agreed by the parties; all subcontractors should comply with the terms of this Agreement and the individual Service Agreements. The Service provider shall be responsible for making all payments to its subcontractors and shall indemnify the Bank of any losses that arise on account of such sub-contracting. The Bank may not assign any or all or its rights and obligations under this Agreement and any Service Agreements to any external party except (i) any affiliate; (ii) to a third party pursuant to any sale or transfer of all or part of the assets or the business of the Bank or its affiliate; or (iii) to a third party pursuant to any financing, merger, or reorganization of the Banks business or its affiliates business. 4.5. Services to competitors The Service provider can provide similar service to competitors and the Bank is free to source services from the Service providers competitors without adversely affecting the other party in any manner. 5. Service Levels 5.1. Quality The Service provider will deliver good quality service that meets or exceeds agreed Service Levels specified in the Service Agreements. Where no specific Service Levels have been established, the Service provider will provide services that meet or exceed industry standards. All services shall be performed by individuals with suitable skills and training. 5.2. Data & Key Performance Indicators The Service provider will provide data to support the Reporting Service Levels specified in the Service Agreements and will comply with the Service Levels or Key Performance Indicators set forth in the Service Agreements. 5.3. Reporting The Service provider should provide performance reports to the Bank at determined time intervals in the specified format. 5.4. Remedies If the Service provider fails to meet the Service Levels, then the Service provider shall (a) complete the performance of the Service as near as commercially

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reasonably possible to the applicable Service Level; (b) use commercially reasonable efforts to remedy the problem that led to the failure and (c) pay to the Bank Service Credits in accordance with the relevant Service Agreement. However, in cases where failure to meet the Service Level constitutes a material breach, the Bank shall recover its full damages (less any Service Credits already paid), without prejudice to its other rights and remedies in law. The payment of Service Credits will not limit or waive the Banks rights to equitable relief or terminate this Master Agreement or the relevant Service Agreement. 5.5. Exclusions Failure to meet the Service Levels will not constitute breach on the part of the Service provider in the following circumstances: Force Majeure Events; Negligent Acts or omissions of the Bank; Negligent Acts or omissions of the Banks third party contractors other than the Service provider The Banks failure to take corrective action, with the Banks responsibility, reasonably requested and identified by the Service provider in writing to the Bank as essential to maintain the Service Levels. Failure to meet Service Levels while operating under a disaster recovery plan. 6. Changes in the Scope 6.1. Right to make changes The Bank has the right to make changes in the operational procedures, etc. provided such a change does not have a material adverse impact on the defined Service Levels or cause an increase in the fees/contract price. In the event that either party wants to make a change in the scope of services to be provided under the relevant Service Agreement, such party shall submit a written proposal of such change to the other party. The other party shall accept or reject the proposal within a reasonable amount of time, but no later than [period] of receipt of the proposal. If the proposal is rejected, the reason for such rejection should be included in the writing. In the event that the proposal is accepted, the parties shall identify the additions or modifications to be made to the relevant Service Agreement (including the fees) and a written Change Order giving effect to the proposal should be signed by both the parties. 6.2. New Services The Service provider will not be liable to provide any new services to the Bank till the time both the parties have executed a Change Order or entered into a new Service Agreement, as the case may be, including the Service providers charges for such new service. 6.3. Cooperation with Third Parties If the Bank selects a third party for a new service, the Service provider should cooperate with any third party service provider of the Bank provided it does not impact the services provided by the Service provider. The Service provider is not required to disclose its confidential information to the third party in the absence of a Confidentiality Agreement. The Bank shall pay in accordance with an approved Change Order for material or additional effort as agreed for the relevant engagement except for incidental consultations, electronic copies of data and documentation or other minor or incidental additional effort or service provided in connection with the provision of the new service by the third party.

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7. Intellectual Property Rights 7.1. Rights to Residuals Each party reserves all rights in its intellectual property of every kind (except where expressly agreed otherwise) and no provision of this Agreement is meant to transfer any partys rights in such intellectual property. 7.2. New Intellectual Property Unless otherwise agreed, all intellectual property rights in any computer programs, source and object codes and documentation, if any, provided by one Party to other Party in connection with the Services shall remain exclusively vested with such Party and in connection with the Services shall remain exclusively vested with such Party. Any Sole Invention shall be the property of the inventing party. Any Joint invention shall be jointly owned, title to all patents issued thereon shall be joint, all expenses shall be jointly shared and each party shall have the right to license third parties without the consent of or accounting of the other party. Where one party elects not to share equally in the expenses for a Joint Invention, the other party shall have the right to seek or maintain such protection for such Joint Invention at its own expense and shall have full control over its preparation, prosecution and maintenance, even though title to any issuing patent will be joint. 7.3. Injunctive Relief Any violation of the provisions of this Agreement and the Service Agreements will cause irreparable injury to the Bank and the Bank will be entitled to preliminary and other injunctive relief against the Service provider apart from other available remedies. 8. Charges and Payments 8.1. Fees In consideration of providing the services under the Service Agreements, the Bank shall pay the Service provider the Fees set forth in each Service Agreement in accordance with the provisions of the Service Agreement, as may be adjusted from time to time pursuant to the terms and conditions of this Master Agreement and the Service Agreements. Any discrepancies relating to the payment of fees/charges made to the service provider by the bank shall be intimated to the Bank within [ ] days of receipt of the payment by them, and on failure of intimation of the said discrepancies within the said period, the payment so made shall be deemed as final payment made and the service provider shall not have any claims against the bank on the said payment. 8.2. Additional Charges for Changes in Scope The Bank shall pay additional charges to the Service provider as per the Change Order signed for any changes in the scope of services provided under the relevant Service Agreement. 8.3. Charges - All Inclusive The Service providers fees are all inclusive. Payment of fees as per the Service Agreements, and any other costs mentioned in the Service Agreements constitute the full payment for the Services. The Bank will not have any responsibility to pay or reimburse any other charge, expense or amount, unless agreed otherwise in writing.

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8.4. Taxes and Duties Fees are exclusive of all taxes, levies, imposts, duties, fees or charges, whatsoever. All such taxes, levies, imposts, duties that pertain to the services shall be shown separately in the invoices. All payments by the Bank shall be subject to tax deducted at source under the Income Tax Act, 1961 or other legislation. The service provider shall be under obligation to submit the Permanent Account Number (PAN.) to the Bank, in absence of same, tax shall be withheld at maximum rate as prescribed under Income Tax Act, 1961/Loss of DTAA benefit (in case of foreign supplier). The Bank shall not be responsible for refund of any taxes if the same is not allowed as credit to the service provider. The service provider may claim the credit for tax deducted by filing necessary returns as required under Income Tax Act, 1961". 8.5. Invoicing The Service providers invoices should describe the products and services provided in sufficient detail to avoid incorrect tax calculation. The Bank has the right to withhold payment against any invoice not in accordance with this Master Agreement and the Service Agreement or relating to any product or service not provided in accordance with the Service Agreement. Invoices pertaining to the Purchase Order being released under this agreement needs to be submitted within 3 months from the delivery/installation/work completion date. If any invoices are submitted after the 3 months of the said delivery/installation/work completion date, there will be a penalty deduction of 15% of the value of the said invoices. If any invoices are submitted after the 6 months period there will be a penalty deduction penalty of 30% of the said invoices value. 8.6. Levy of Interest Any amount pending payment will be subject to interest at a rate of [number]% per annum after the expiry of [number] days from the date of receipt of the invoice, subject to written notice of such levy of interest being provided to the payer within [number] days of passing of the due date for such payment. 8.7. Changes in Charges The Bank may once during each twelve (12) month period of the Service Term seek an adjustment to the Baseline Charges in accordance with the Benchmarking Process set out in Schedule [A]. The Benchmarking Process shall be conducted by a non-related third party (NTP) acceptable to both Parties. The NTP shall be retained jointly by the Parties and the NTPs charges shall be borne solely by the Bank. 8.8. Payment of Stamp Duty The Service provider will be responsible for payment of stamp duty in respect of this Master Agreement and the Service Agreements. 8.9. Set off against Payment The Bank has the right to deduct or set off any amount owed to it by the Service provider against any payment due under a valid invoice. The Bank also has the right to deduct or recover any fees or any other amount as directed by any Court under any existing or future law. 8.10. Suspend Payment

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The Bank has the right to suspend payment to the Service provider in case the Service provider breaches its obligations under this Master Agreement or any Service Agreement in effect. 8.11. Pro-ration All periodic charges will be computed on a calendar month basis and will be prorated for any partial month, unless otherwise agreed in writing. 8.12. Equitable Adjustment It is possible that the Banks business may undergo an extraordinary change due to acquisitions, divestitures, mergers or other material changes that could substantially affect the scope / volume of services to be rendered under the Service Agreement. It is agreed between the parties that no adjustment to the service agreement will be done, if the variation is within an overall limit of +/- 15% of the service charges. If the variation is more than this agreed percentage, the service charges would be changed accordingly as decided mutually between the parties. 8.13. Recordkeeping and Record Retention The Service provider should maintain complete and accurate records and any supporting documentation of the amounts billed to and the payments made by the Bank to the Service provider under this Agreement and the Service Agreements. Further, the Service provider should maintain the records as per the record retention requirement of the individual Service Agreement and provide the Bank with copies of documents as may be requested. The Bank and its agent will have rights to access such records, at the Banks discretion, for audit purposes during the record retention period. 9. Data and Reports 9.1. Provision of data The Bank should provide the Service provider with the required data in the form and at defined time schedules that is agreed between both the parties as per the Service Agreements, to enable the Service provider to provide services as per the provisions of the Service Agreements, including the Service Levels. All of the Banks data shall remain the exclusive property of the Bank. 9.2. Generation of MIS reports related to the Agreement The Service provider should generate MIS reports at agreed intervals that will help the Bank in determining its compliance with this Master Agreement and the Service Agreement and the progress of the Service provider towards providing the agreed upon services. 10. Confidentiality and Data Protection In addition to and notwithstanding any other right or obligation arising under this Agreement, the Supplier shall (and shall ensure that its sub-contractors shall) [take all appropriate technical and organisational security measures to] ensure that Data is/are protected against loss, destruction and damage, and against unauthorised or accidental access, processing, erasure, transfer, use, modification, disclosure or other misuse, and that only personnel authorised by HDFC BANK under Clause 20 have access to Data. The Supplier shall (and shall ensure that its employees, agents and subcontractors shall) in respect of Data:

10.1

10.2

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(a) (b)

comply with any request made or direction given by any member of HDFC BANK's Group in connection with the requirements of any Data Protection Laws; and not do or permit anything to be done which might jeopardise or contravene the terms of any registration, notification or authorisation under any Data Protection Laws of any member of HDFC BANK's Group; and (c) not process any Data (including personal or private information of personnel, clients or customers of any member of HDFC BANK's Group) as part of the Maintenance unless it is acting on the express instructions of a member of HDFC BANK's Group, and such Data shall be treated as Confidential Information of the relevant member of HDFC BANK Group for the purpose of this Agreement; and (d) use Data only for the purposes of fulfilling its obligations under this Agreement and to comply with instructions of a member of HDFC BANK's Group from time to time in connection with use of such Data, and not retain Data for any longer than is necessary for these purposes; and (e) not disclose Data without the written authority of the relevant member of HDFC BANK's Group (except for the purposes of fulfilling its obligations under this Agreement), and immediately notify such member where it becomes aware that a disclosure of Data may be required by law; and (f) not transfer Data which has been obtained by or made available to the Supplier within one country outside that country, or allow persons outside that country to have access to it, without the prior written approval of the relevant member of HDFC BANK's Group; and observe the provisions of, and comply with any request made or direction given by any member of HDFC BANK's Group in connection with, any Data Protection Laws; and take all reasonable steps to ensure the reliability of the personnel which will have access to any Data, limit access to those personnel which have a need to know the Data and ensure that any employee of the Supplier (or of any of the Supplier's sub-contractors) requiring access to any Data gives a written undertaking not to access, use, disclose or retain Data except in performing their duties of employment and is informed that failure to comply with this undertaking may be a criminal offence and may also lead the Supplier (or, as the case may be, sub-contractor) to take disciplinary action against the employee; and consider all suggestions by HDFC BANK Group personnel to ensure that the level of protection provided for Data is in accordance with this Agreement and to make the changes suggested (at the Supplier's cost) unless the Supplier can prove to the relevant member of HDFC BANK's Group reasonable satisfaction that they are not necessary or desirable to ensure ongoing compliance with this Clause; and Immediately notify HDFC BANK and each affected member of HDFC BANK's Group when it becomes aware of a breach of this Clause. The Supplier acknowledges that any unauthorised access, destruction, alteration, addition or impediment to access or use of that Data when stored in

(g)

(h)

(i)

(j) 10.3

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any computer, or the publication or communication of any part or document by a person which has come to his knowledge or into his possession or custody by virtue of the performance of this Agreement (other than to a person to whom the Supplier is authorised to publish or disclose the fact or document) may be a criminal offence. 10.4 In the event that HDFC BANK or another member of HDFC BANK Group discloses data that relate to customers of HDFC BANK or any other member of HDFC BANK Group, the Supplier must segregate such data from its own data and from any data of its other customers or clients. On request by HDFC BANK, the Supplier must promptly return to HDFC BANK any part or all of the Data and other Confidential Information obtained from HDFC BANK or any other member of HDFC BANK Group. The Supplier shall indemnify HDFC BANK and keep HDFC BANK fully and effectively indemnified on demand (and shall pay such sums to HDFC BANK as would indemnify and keep indemnified each other member of HDFC BANK Group) in respect of any type of liability, loss, damage, claims, demands, actions, charges, costs (including legal/attorney fees) and expenses incurred by HDFC BANK and/or any other member of HDFC BANK Group, arising out of or in connection with any wrongful disclosure or misuse of Data as a result of a breach of this Clause 10. Where the introduction, imposition or variation of any law, order or regulation or official directive or any change in the interpretation or application thereof by any competent authority makes it apparent to either party that it is unlawful or impractical without breaching such law, order or regulation or official directive for the party to give effect to its obligations under this Agreement then notwithstanding anything herein to the contrary, the parties concerned at the written request of either of them, shall immediately consult with each other in a spirit of mutual understanding and co-operation to agree on any revision of the terms and conditions of this Agreement reasonably required in view of such circumstances.

10.5

10.6

10.7

11. Corporate Representation At the time of execution of this Agreement, the Parties represent, warrant and covenant the following: 11.1 Corporate Standing The Party is a corporation or limited liability or partnership company duly organized, validly existing and in good standing under the laws of India and is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would have a material adverse effect on its ability to perform the obligations under this Agreement. 11.2 No Violation of Law The Parties and its affiliates are not in violation of any applicable law or judgment entered by any national or local governmental authority which violations, individually or in the aggregate, would affect its performance of any obligations under this Agreement. Each party agrees to comply, and to reasonably assist the other in complying, with all applicable laws, regulations and ordinances as they apply to this Agreement.

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11.3 No Pending Litigation There are no legal or arbitration proceedings or any proceedings by or before any governmental or regulatory authority or agency or any court of law, now pending or (to the best knowledge of the Party) threatened against the Party or its affiliates which, if adversely determined, could reasonably be expected to have a material adverse effect on its ability to perform the obligations under this Agreement. 11.4 No Breach None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent under the charter or by-laws of the Party or any applicable law or regulation, or any order, writ, injunction or decree of any court, or any Agreement or instrument to which the Party is a party or by which it is bound or to which it is subject, or constitute a default under any such Agreement or instrument 11.5 Corporate Action The Party has all necessary power and authority to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by it of this Agreement has been duly authorized by all necessary action on its part; and this Agreement has been duly and validly executed and delivered by it and constitutes legal, valid and binding obligations of the Party enforceable in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors rights generally and general equitable principles. 12. Dispute Resolution The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against the Bank, relating to this Agreement, through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. 12.1 Continued Performance Unless agreed otherwise, both parties will continue to perform their respective duties and obligations under this Master Agreement and any Service Agreements while the dispute is being resolved unless such obligations are lawfully terminated or expire. 12.2 Amicable Settlement The parties shall use their best efforts to settle amicably all disputes including any unresolved controversy or dispute arising out of or in connection with the existence, interpretation, performance, or termination of this Agreement, arising out of or in connection with this Agreement (Dispute) in the manner specified in this Section The party raising the Dispute shall address to the other party a notice requesting an amicable settlement of the Dispute. The Dispute will be referred for resolution between the corresponding Authorized personnel of the Service provider and the Authorized personnel of the Bank. The Dispute will then be resolved by them and the agreed course of action documented, within a period of [number of days]. 12.3 Arbitration In the event the Parties are not able to amicably resolve and settle the disputes/ differences under the procedure mentioned above, the dispute / difference shall be referred to the arbitration by a single arbitrator to be jointly appointed. In the event

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the Parties fail to concur in appointing the sole arbitrator, the arbitrator shall be appointed in accordance with the provisions of the Arbitration & Conciliation Act, 1996. The arbitration shall be conducted in accordance with the Arbitration & Conciliation Act, 1996 for the time being in force or any statutory modification or reenactment thereof. The place of Arbitration shall be in Mumbai, Maharashtra. The language of the Arbitration shall be English. The award of the arbitrator shall be final and binding upon the parties herein. 12.4 Fees and Costs In any legal action or arbitration, the prevailing party can recover, in addition to its damages, its reasonable costs associated with the arbitration.

13. Termination Termination of this Master Agreement, with or without cause, will result in the termination of the individual Service Agreements with the Service provider in force at the time of such termination. 13.1 With Cause . The Bank may terminate this Agreement, in whole or any part, in any one of the following circumstances: (i) if the Service provider repeatedly fails to perform the Services or to perform within the time specified in the individual Service Agreements or any extension thereof; or (ii) if the Service provider fails to meet the quality standards as specified; or (iii) if the Service provider fails to perform any of the other provisions of this Agreement in accordance with its terms or fails to make progress so as to restrict or prevent the performance of this Agreement or part thereof; or (iv) if the Service provider makes a general assignment for the benefit of its creditors or (v) if the Service provider is declared insolvent or institutes or has instituted against it a proceeding in bankruptcy; or (vi) the Service provider disregards or violates material applicable laws or material applicable permits; or (vii) violates any material provision of this Agreement, or (viii) change in ownership of the Service provider pursuant to section 20.18 of this Agreement. In the event of any such failure, the Bank will provide the Service provider with written notice of the nature of the failure and the Bank's intention to terminate for default. In the event the Service provider does not cure such failure [number of days] (except for Sub -section (iv) and (viii) above for which no cure period shall apply) of such notice, the Bank may, by written notice, terminate this Agreement with immediate effect. The Service provider shall have right to terminate this Agreement, in whole or any part, by providing prior written notice of [ ] days, specifying the extent and reasons for termination., in which case the Bank shall be liable to pay the Service provider for all services (including parts thereof) performed until the effective date of termination 13.2 Without Cause Notwithstanding aforesaid, this Agreement may be terminated by the Bankeither party, by providing [ ] days prior written notice to the Service providerother party, specifying the date upon which such termination becomes effective. In case of termination of agreement by the Bank, Upon receipt of any such Notice, the Service provider shall, unless the Notice requires otherwise, immediately discontinue work on the date and to the extent specified in the Notice. In the event of such termination, the Bank shall continue to be liable to pay the Service provider for all services

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(including parts thereof) performed until the effective date of termination. [Ensure that necessary internal approvals are in place] Effects of Termination The Service Provider shall return all documents and data revealed to the Service Provider in connection with the services hereunder immediately on expiration/termination of this Agreement or the Service Agreement and shall not retain any copies of the same whatsoever. 13.3 Fees If the Agreement is terminated before the expiry of its term, the fees payable by the Bank for the services rendered by the Service provider will be calculated on a prorata basis for the actual number of days that the services were rendered. 14. Legal Terms 14.1 Government Levies and Compliance by the Service Provider The Service Provider will inform the Bank on the statutory taxes, levies and duties applicable on the fees, if any payable by the Bank to the Service Provider under the Service Agreement. The Service Provider shall also inform the Bank about any the changes, if any to such, taxes, levies and duties. The Service provider will have to bear the fines and penalties for non-compliance to the changed laws by the Bank due to its use of the Service providers services. 14.2 Authority to Bind The personnel entering into the Agreement have the authority to bind the respective Parties that they represent. 15. Indemnities The Service Provider (indemnifying party), will indemnify and hold the Bank and its directors, employees etc. harmless against any third party claims, suits actions or proceedings based on or arising from breach of the Service Providers representations or warranties. 15.1 Infringement The Service Provider shall indemnify and keep indemnified and hold harmless the Bank and its Affiliates, against all actions or claims for infringement of trade secret, know-how, patents, copyrights, registered designs or any other intellectual property right by reason of the use of services hereunder or in case of infringement of a third partys patent, copyright or trade secret (Infringement Claim), and the Service Provider shall promptly, at its option and own expense, either: (a) Procure for the Banks rights for continued use of the Services in its present form, or (b) Replace or modify the Services, with same specifications, so that it no longer infringes any such rights, or (c) Settle or defend any further claim, suit or proceedings arising out of such continued use, or 15.2 Service providers indemnification The Service provider agrees to defend, indemnify and hold harmless the Bank, its directors, officers, employees, and agents from and against all damages, costs (including reasonable attorneys fees), judgments and other expenses arising out of

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or on account of (a) a breach of any warranty under this Agreement or the Service Agreements; or (b) any claim alleging that the Services, Custom Materials, or Retained Components infringe or misappropriate the copyright, patent, trademark or other proprietary or intellectual property rights of any third party, except to the extent that such infringement results from the Banks misuse or modifications or to the extent that such infringing materials were developed by the Service provider pursuant to specifications provided by the Bank. The Service providers obligation to indemnify the Bank requires that the Bank notify the Service provider promptly in writing of any claim as to which indemnification will be sought and provide the Service provider reasonable cooperation in the defense and settlement thereof. Service Provider hereby represents to the Bank that it (Service Provider) is solely responsible for the fraudulent activities of its employees, and further the Service Provider specifically agrees to indemnify and compensate the Bank for all or any loss and / or damage caused to the Bank as a consequence of any fraud, misfeasance, negligence, forgery or misconduct on the part of the Service Provider or by all or any of its employees whether in permanent employment with it or on contract basis, in person or in collusion with the third party, whether in the premises of the Service Provider or of the Bank or otherwise. 15.3 Indemnification Procedure With respect to claims which are subject to indemnification under this Agreement, the following procedures shall apply: (a) Notice: Promptly after receipt by any Entity entitled to indemnification under this Agreement of notice of the commencement or threatened commencement of any civil, criminal, administrative or investigative action or proceeding involving a claim in respect of which the Indemnitee shall seek indemnification hereunder, the Indemnitee shall notify the Indemnitor of such claim. No delay or failure to so notify an Indemnitor shall relieve it of its obligations under this Agreement except to the extent that such Indemnitor has suffered actual prejudice by such delay or failure. Within 10 (Ten) days following receipt of notice from the Indemnitee relating to any claim, but no later than 15 (Fifteen) days before the date on which any response to a complaint or summons is due, the Indemnitor shall notify the Indemnitee that the Indemnitor elects to assume control of the defense and settlement of that claim (a Notice of Election). (b) Procedure Following Notice of Election: If the Indemnitor delivers a Notice of Election within the required notice period, the Indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the Indemnitor shall keep the Indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the Indemnitor shall obtain the prior written approval of the Indemnitee before entering into any settlement of such claim asserting any liability against the Indemnitee or imposing any obligations or restrictions on the Indemnitee or ceasing to defend against such claim. The Indemnitor shall not be liable for any legal fees or expenses incurred by the Indemnitee following the delivery of a Notice of Election; provided, however, that (A) the Indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the Indemnitor shall pay the fees and expenses associated with such counsel if the Indemnitor has an actual or apparent conflict of interest with respect to such claim which is not otherwise resolved or if the Indemnitor has requested the assistance of the Indemnitee in the defense of the claim or the Indemnitor has failed to defend the claim diligently and the Indemnitee is prejudiced or likely to be prejudiced by such failure. The Indemnitor shall not be obligated to indemnify the Indemnitee for any

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amount paid or payable by such Indemnitee in the settlement of any claim if (1) the Indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the Indemnitor, (2) the Indemnitee has not provided the Indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired. (c) Procedure Where No Notice of Election Is Delivered: If the Indemnitor does not deliver a Notice of Election relating to any claim within the required notice period, the Indemnitee shall have the right to defend the claim in such manner as it may deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for all such reasonable costs and expenses incurred by the Indemnitee, including reasonable attorneys fees. 16. Limitation of Liability (1) Limitation of liability Under no circumstances shall either party be liable to the other party for indirect, incidental, consequential, special or exemplary damages (even if such damages are foreseeable or that party has been advised or has constructive knowledge of the possibility of such damages), arising from such party's performance or nonperformance pursuant to any provision of the Agreement or the operation of such party's site (including such damages incurred by third parties), such as, but not limited to, loss of revenue or anticipated profits or lost business. Notwithstanding anything herein to the contrary, however, this section shall not limit either party's liability to the other for (a) willful and malicious misconduct; (b) indemnification or confidentiality obligations. (2) Limitation of Monetary Liabilities In no event shall either party be liable for damages in excess of the fees/charges payable to the Service provider under the Agreement. 17. Insurance 17.1 Insurance Requirements of the Service provider The Service provider shall maintain at its cost workers compensation insurance coverage, commercial liability insurance coverage, medical insurance coverage, insurance coverage against physical loss or damage to Service providers equipment, and any other insurance as required by relevant laws and regulations. 18. Contingency Planning 18.1 Existence of BCP/DRP The Service provider shall provide Business Continuity Planning (BCP) and Disaster Recovery Planning (DRP) services in respect of critical services delivered to the Bank through the Service providers Service Centers. The Business Continuity Plan and the Disaster Recovery Plan must be developed by the Service provider within [number of days] of commencement of this Agreement, if not already in place. The Service provider must maintain BCP/DRP at all times during the term of this Agreement and the individual Service Agreements. The DRP should include, among others, immediate notification to the Bank, daily backup of all the Banks files. 18.2 Response The response time for the execution of BCP and DRP should be [time frame].

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18.3 Testing The BCP and the DRP should be tested every [time periods e.g. quarterly, half yearly] 19. Staff The Service providers staff should fulfill all the reasonable requests of the Bank and comply with the Banks health, safety, disciplinary and security norms while on its premises. 19.1 Non solicitation of personnel

Either parties shall not solicit for employment or hire any of the other partys employees who are involved in the performance of the relevant Service Agreements during term of such Service Agreements and for a period of 6 months after the termination of such individual Service Agreements except as may be agreed to in writing by both parties.
19.2 Appropriate Staff The Service provider should delegate staff that is appropriately skilled and qualified to fulfill the terms of this Agreement and the relevant Service Agreements. 19.3 Replacement of staff If the Bank determines that it is in the Banks interest that the Service providers employee does not continue performing any of the services, the Bank shall give the Service provider a written notice of the same, specifying the reason and requesting that the employee or subcontractor be replaced. The Service provider will take appropriate action within the mutually agreed timeframe to the Banks satisfaction. 20. Miscellaneous 20.1 Severability If any provision of this Agreement is declared or found to be illegal, unenforceable or void, the parties shall negotiate in good faith to agree upon a substitute provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such a declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law. 20.2 Entire Agreement This Agreement, together with the Attachments hereto, constitute the entire understanding of the Parties concerning the subject matter hereof and supersede any and all prior oral or written representations, understandings or Agreements relating thereto. This Agreement may be amended only by a written Agreement duly signed by persons authorized to sign on behalf of the respective parties hereto. 20.3 Force Majeure Neither party shall be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (a Force Majeure). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed partys time for performance will be excused for the duration of the

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Force Majeure, but if the Force Majeure events lasts longer than thirty (30) days, the other party may immediately terminate the applicable Service Description, Statement of Work or Technical Specification by giving written notice to the delayed party. 20.4 Governing Law, Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of India. Subject to the dispute resolution provisions of Section 12 above, the courts of law located in [name of court] shall have the exclusive jurisdiction to any matter arising out of or in relation to this Agreement. 20.5 Counterparts The Agreement may be executed in counterparts each of which will be deemed to be original and all of which will constitute one and the same instrument. 20.6 Relationships The Parties intend to create an independent contractor relationship and nothing contained in this Master Agreement or any Service Agreement shall be construed to make the Bank or the Service provider partners, joint venturers, principals, representatives or employees of the other. No officer, director, employee or the Service provider representative retained by the Service provider to perform work on the Bank behalf under this Master Agreement or any Service Agreement shall be deemed to be an employee of the Bank or a the Bank representative. Neither Party shall have any right, power or authority, express or implied, to bind the other. The Service provider shall have the sole right to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by the Service provider under this Master Agreement and the Service Agreements. 20.7 Survival Notwithstanding anything to the contrary in this Agreement, termination or expiration of this Agreement shall not relieve either party of its obligations that expressly or by implication survives termination, and shall include with limitation the provision relating to Infringement, Warranties, Indemnification and Confidentiality. 20.8 Notices All notices to be given by one Party to the other under this Agreement shall be in writing and shall be sufficient if made (i) by personal delivery (including delivery by any commercial delivery service) with acknowledgment received; or (ii) by registered or certified mail, postage prepaid, return receipt requested; or (iii) by facsimile transmission (Fax) at the respective addresses set forth hereinabove or to such other person or address as the Party to receive the notice has designated by notice to the other Party. If the notice is sent by personal delivery, the notice shall be deemed to be delivered on the date upon which such notice is so actually delivered and receipt acknowledged; or if the notice is given by registered or certified mail, three days after the date upon which it is deposited in the mail; or if sent by Fax, the date on which the Fax was sent and report generated, provided an original is received by the addressee by any commercial delivery service within two (2) business days of the Fax. 20.9 Precedence All terms and conditions of the Master Agreement will apply to the Service Agreements. In case of conflicts, the terms and conditions in the Service Agreement shall supersede those in the Master Agreement, unless otherwise specified. Further, in case of a conflict between the terms and conditions in a Service Agreement and terms and conditions of any Schedule, the terms and conditions of the relevant Service Agreement shall prevail.

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20.10 Customization / Amendment of Agreement No modification, amendment, alteration, addition, or waiver of any section or condition of this Agreement shall be effective or binding unless it is in writing and signed by Bank and the Service provider. 20.11 Negotiated Terms The Parties agree that the terms and conditions of this Master Agreement and the Service Agreements are the result of negotiations between the Parties and that neither this Master Agreement nor the Service Agreements shall be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Master Agreement or the Service Agreements. 20.12 Guarantee Upon request by the Bank, the Service provider will provide the Bank with a duly executed guarantee of the Service provider's obligations under this Agreement in a form and on terms and from person(s) as specified by the Bank. The Bank shall be entitled to invoke the guarantee in the event that the Service provider fails to perform its duties under the Agreement. 20.13 Waivers No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights in relation to a breach of this Agreement operate as a waiver of any subsequent breach and no right, power or remedy given to or reserved to either party under this Agreement is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative. 20.14 Third Party Rights This Master Agreement or any Service Agreements do not create any rights enforceable for a third party except a member of the Bank or a person who is a permitted successor. The consent of such person is not required to rescind the contract between the Bank and the Service provider. 20.15 Consent, Approvals and Requests There shall be no unreasonable delay in providing the consents and approvals by the consenting Party and the each party shall make reasonable requests. 20.16 Title and Risk Unless otherwise agreed, all risk of loss or damage to each part (if any) of any deliverable supplied in accordance with the relevant Service Agreement shall pass to the Bank only on acceptance by the Bank of the deliverable in accordance with the provisions of the relevant Service Agreement. The Service provider will identify, keep separate from any other items and permit the Bank access to all deliverables supplied in accordance with the relevant Service Agreement which the Service provider holds from time to time and the title in which is retained by or has passed to the Bank. 20.17 Incident Management The Service provider will manage the incident management plan that is activated in the event of a computer security incident or any incident involving the Service providers or the Banks personnel. The security incident management plan authorizes actions up to and including altering or disconnecting network connectivity,

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if applicable. The procedure for invoking the incident management plan will be as provided in writing by the Bank. Each party agrees to contribute to the amount paid or payable by the other party for any or all losses for which such party is legally liable and in proportion to such partys comparative fault in causing such losses, arising in favor of any person, corporation or entity, including the parties to this Agreement and their employees, contractors and agents, on account of personal injuries, death or damage to tangible personal or real property in any way incidental to or arising out of: This Agreement; The services provided by the Service provider under this Agreement The presence of such party, its employees, contractors or agents on the premises of the other party; or The act or omission of such party, its employees, contractors or agents. 20.18 Change of Ownership In the event of there being a substantial change in the ownership of the Service provider by virtue of takeover, merger, acquisition or in any other manner, the Service provider shall be liable to inform the Bank of such change within [number] days of the change in ownership having taken place and the Bank shall have the right to terminate the Agreement by giving appropriate notice pursuant to clause14.3 of this Agreement. In the event that the Bank does not terminate this Agreement, the party gaining control of the Service provider shall be bound by the terms and conditions of this Agreement. 20.19 Change in Name In the event of a change in name of any Party to this Agreement during the term of this Agreement, a notice of such change shall be sent to the other Party within [number] days. Subsequent to such notice, both the parties shall enter into a new Master Agreement and the relevant Service Agreements with the changed name of the Party sending such notice. Any reasonable costs that arise on entering into such new Agreements shall be borne by the party whose name has changed.

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We accept the terms and conditions set out in this Agreement. Signed for and on behalf of HDFC Bank Limited by: Signature: Name (Block Letters): Position: Date: Witness Signature: Name (Block Letters): Position: Date: Signature: Name (Block Letters): Position: Date: Signature: Name (Block Letters): Position: Date: ----------------------------------------(Authorised Signature) ----------------------------------------------------------------------------------------------------------------------------------------------------------------(Authorised Signature) ----------------------------------------------------------------------------------------------------------------------------------------------------------------(Authorised Signature) ----------------------------------------------------------------------------------------------------------------------------------------------------------------(Authorised Signature) -------------------------------------------------------------------------------------------------------------------------]

Signed for and on behalf of {Name of Supplier} by: Signature: ----------------------------------------(Authorised Signature)

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Name (Block Letters): Position: Date: Witness Signature: Name (Block Letters): Position: Date: Signature: Name (Block Letters): Position: Date: Signature: Name (Block Letters): Position: Date:

----------------------------------------------------------------------------------------------------------------------------------------------------------------(Authorised Signature) ----------------------------------------------------------------------------------------------------------------------------------------------------------------(Authorised Signature) ----------------------------------------------------------------------------------------------------------------------------------------------------------------(Authorised Signature) -------------------------------------------------------------------------------------------------------------------------]

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Schedule A Benchmarking Process

The following procedure will be followed by the NTP while benchmarking the costs in relation to this Agreement: 1. The NTP shall select three comparable suppliers and compare pricing for the baseline services and provide a report of the same to the Bank and the Service provider 2. Within [number] days of receiving this report, the Bank and the Service provider shall meet to review and discuss this report and provide their acceptance of the findings in writing. 3. If both the parties accept the report and in the report the NTP determines that the baseline charges are within [number]% of the average cost of the comparable agreements used in the benchmarking process, no pricing adjustment will be made. 4. If both the parties accept the report and in the report the NTP determines that the baseline charges are [number]% or greater than the average cost of the comparable agreements used in the benchmarking process, the Service provider shall provide the Bank a pricing proposal to the Bank within [number] days. 5. The Bank shall inform the Service provider of its acceptance or rejection of the proposed pricing, in writing within [number] days. If the Bank has rejected the proposal, the Service provider shall have the right to submit a revised proposal within [number] days of receiving notice of the Banks rejection. 6. Upon acceptance of the proposal by the Bank or the Bank and the Service provider reaching a consensus on an adjustment in the baseline charges, the Service provider shall make necessary charges for the adjusted baseline charges to be effective from the billing cycle immediately following such acceptance. 7. If the Bank rejects the proposal and the parties fail to agree on a new pricing proposal through negotiations, the Bank shall have the right to terminate this Agreement without penalty by providing a notice period of [number] days. In this case, the Bank shall make pro-rata payments to the Service provider for any services already rendered as per the provisions of this Agreement. The NTP shall not be liable to provide the identity of the comparable suppliers to the Bank or the Service provider or any details of the comparable agreements.

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Schedule B

Authorised Representatives

HDFC BANKs Representative: Name: Address: Office Phone: Mobile Phone: Fax: E-mail: {Name} [{= Address.OfficeAddress3}][{Address}] {Office Phone} {Mobile Phone} {Fax} {E - mail}

The Supplier's Representative: Name: Address: Office Phone: Mobile Phone: Fax: E-mail: {Name} {Address} {Office Phone} {Mobile Phone} {Fax} {E - mail}

2. Legal Notices

All notices to or by the respective parties shall be addressed as follows: HDFC BANK Representative (Project Manager / Application Owner) Name: Mr. .

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Address: Supplier Name: Address:

{Notice Name} {Notice Address}