Name of Client

&
Name of Vendor

Client:

AND

Vendor:

This Commercial Agreement ("Agreement") is made and entered into on this

XXXXXXXX.

Between

Client - (hereinafter referred to as “ Client”),which expression unless

repugnant to the context or meaning thereof shall mean and include its
principal officers, employees, contractors, promoter(s)/majority
shareholder(s), successors in business, affiliates, subsidiaries and permitted
assigns; of the FIRST PART).

AND

Vendor - a company incorporated and existing in India in accordance with

the Companies Act, 1956 and having its registered office
at XXXXXXXXXXXXXXXXXXXX hereinafter referred to as
“Service
Provider/Vendor/Call Center” which expression unless repugnant to the
context or meaning thereof shall mean and include its principal officers,
employees, contractors, promoter(s)/majority shareholder(s), successors
in business, affiliates, subsidiaries and permitted assigns; of the SECOND
PART).

Client and Service provider are collectively referred to as the “parties”

WHEREAS, Service Provider represents that it has the capability, experience in

and resources for providing such Services, and desires to provide the Services to
Client in accordance with the terms of this Agreement. In consideration of the
mutual and dependent promises hereinafter set forth, the Parties, intending to be
legally bound, hereby agree as follows:

Client is a platform owned by Name of Client which is an online market place,

where buyers can place order(s) on various listed Merchants (being desirous of
using “Client platform” which includes website, mobile application, Client
IVR, Client WAP, to offer and sell its products to the users of the Client Platform,
have completed registration process to enroll as a seller on the Platform)
for purchasing the goods and services offered by the Merchants. Client's role
is limited to managing the Platform over which the products are displayed and to
provide other incidental services to enable the transactions between the Sellers
and the Buyers. Client is the owner of the website XXXXXXXXXX, Client
mobile application, Client IVR, Client WAP site (Collectively referred to as
“Client”) hence all the rights, benefits, liabilities & obligations under the
following terms & conditions shall accrue to the benefit of Client.

. Purpose:

The Parties, whilst recognizing the integrity and policies of each other,
agree to work together where Client needs services related to Inbound
Support and Center provides services related to Call Center and Inbound
Operations.

. DEFINITION AND RULES OF INTERPRETATION

 This Agreement is the result of the Parties' negotiations, and no provision
of this Agreementshall be construed for or against either Party because of the
authorship of that provision. As used in this Agreement:

Neutral pronouns and any variations thereof shall be deemed to include

the feminine and masculine and all terms used in the singular shall be deemed
to include the plural, and vice versa, as the context may require.

The word "or" has the inclusive meaning "and/or".

The words "hereto," "this Agreement" and words of similar import refer to
this Agreement as a whole, including any attachments to this Agreement, as
the same may from time to time be amended or supplemented and not any
subdivision contained in this Agreement.

The words "including" and "such as" when used herein are not intended to
be exclusive and in all cases mean "including without limitation and such as, by
way of example but without limitation," respectively.

"Intellectual Property" means all patents and patent applications;

trademarks, service marks, and trademark or service mark registrations and
applications,trade names, Internet domain names, logos, designs, slogans,
and general intangibles of like nature, together with all goodwill related to the
foregoing; copyrights, copyright registrations, renewals and applications for
copyrights; software, technology, trade secrets and other confidential
information, know-how, proprietary processes, formula, algorithms, models and
methodologies, rights of privacy and publicity, and license Agreements
relating to any of the foregoing.

Captions or headings are only for reference and are not to be considered in
interpreting this Agreement.

. CONFIDENTIALITY
Definition: "Confidential Information" means:

1. The existence of this Agreement, and any information regarding the

terms and conditions of this Agreement,
2. Any information relating to business practices of Service Provider or
Client, irrespective of the medium in which such information has
been disclosed, whether before or after the Effective Date, either
directly or indirectly , and shall include without limitation, business
and, financial information about costs, profits, markets, sales,
customers and bids, business plans, marketing, future developments,
product developments and new products concepts and technical
information, electronic codes, software demonstration programs,
routines, algorithms, computer systems, , documentation, ,
procedures, ideas, know-how, , inventions (whether patentable or
not), records, files, memoranda, reports, plans, price lists, customer
lists, forecasts, strategies, any apparatus, modules, samples,
prototypes or parts thereof or any , distributor(s) and
representative(s) list, employee(s) list and all document, books,
papers, , model, sketches and other data of any kind and
descriptions, including electronic data recorded or retrieved by any
means, that have been or will be given to the Recipient by the
Discloser.
3. Any information, in whatever form, designated by the party
disclosing the information ("Disclosing Party") in writing
as confidential, proprietary or marked with words of like import
when provided to the party receiving the information ("Receiving
Party"); and
4. Any information orally conveyed if the Disclosing Party states at the
time of the oral conveyance or within ten (10) days thereafter that
such information is to be treated as Confidential Information.

Exclusions: Confidential Information shall not include information which:

1. At or prior to the time of disclosure by the Disclosing Party was known to
the Receiving Party through lawful means;
2. At or after the time of disclosure by the Disclosing Party becomes generally
available to the public through no act or omission on the Receiving Party's
part;
3. The Receiving Party receives from a third Person who is free to make such
disclosure without breach of any legal obligation; or
4. Is independently developed by the Receiving Party without reference to the
Confidential Information.

. Confidentiality Obligations: The Receiving Party acknowledges

the confidential and proprietary nature of the Disclosing Party's
Confidential Information and agrees that it shall not discuss, reveal, or
disclose the Disclosing Party's Confidential Information to any person
other than the parties to this Agreement, or use any Confidential
Information for any purpose other than as contemplated hereby, in each
case, without the prior written consent of the Disclosing Party. The
Receiving Party agrees to take reasonable precautions (no less rigorous
than the Receiving Party takes with respect to its own comparable
Confidential Information) to prevent unauthorized or inadvertent
disclosure of the Confidential Information of the Disclosing Party.

. Legal Obligations: The Receiving Party may disclose

Confidential Information pursuant to any statute, regulation, order,
subpoena or document discovery request, provided that prior written
notice of such disclosure is furnished to the Disclosing Party as soon as
practicable in order to afford the Disclosing Party an opportunity to seek
a protective order or to utilize other available procedures to protect such
Confidential Information (it being agreed that if the Disclosing Party is
unable to obtain or does not seek a protective order or other protection of
such Confidential Information and the Receiving Party is legally
compelled to disclose such information, disclosure of such information
maybe made without liability).
 . Return of Information: The Receiving Party shall, upon the written
request of the Disclosing Party, during the Term or thereafter, (a) promptly
return all Confidential Information held or used by the Receiving Party in
whatever form, or (b) at the discretion of the Disclosing Party, promptly
destroy all such Confidential Information, including all copies thereof,
and those portions of all documents that incorporate such Confidential
Information, and certify in writing to the Disclosing Party that such
destruction has taken place.

. Injunctions: In view of the difficulties of placing a monetary value on

such Confidential Information, the Disclosing Party may be entitled
to a preliminary and final injunction without the necessity of posting any
bond or undertaking in connection therewith to prevent any further breach
of this confidentiality or further unauthorized use of its
Confidential Information. This remedy is separate and apart from, and
without prejudice to, any other remedy the Disclosing Party may have.

OWNERSHIP OF INTELLECTUAL PROPERTY

. Client Ownership. Notwithstanding any other provision within

this Agreement to the contrary, Client retains ownership of all right, title to,
and interest in any and all Intellectual Property Rights developed,
owned, licensed or created by Client without access to or use of any
Intellectual Property Rights of Service Provider.

. No Reverse Engineering. In no event shall Service Provider

disassemble, decompile, or reverse engineer any Client Intellectual Property
(collectively, “Client Property”), or permit others to do so. Disassembling,
decompiling and reverse engineering include, without limitation: (i)
converting the Client Property from a machine-readable form into a human-
readable form; (ii) disassembling or decompiling the Client Property by
using any means or
 methods to translate machine-dependent or machine-independent object
code into the original human-readable source code or any approximation
thereof; (iii) examining the machine-readable object code that controls the
Client Property's operation and creating the original source code or any
approximation thereof by, for example, studying the Client Property's
behavior in response to a variety of inputs; or (iv) performing any other
activity related to the Client Property that could be construed to be reverse
engineering, disassembling, or decompiling.

OBLIGATIONS OF AND BUSINESS DELIVERABLES BY SERVICE

PROVIDER

. To secure relevant Merchants for Client Market Place service at

XXXXXXXXX
. To act in the best business interest and goodwill of Client.
. To adhere by the business policies, guidelines as communicated by Client
from time to time either verbally or in writing.

INDEMNIFICATION

. Indemnification by Service Provider : Service Provider shall

indemnify, defend and hold harmless Client and the Client-Related Entities
from and against all Damages arising from or in connection with
(a) any misrepresentation or breach of any representation or warranty of
Service Provider under this Agreement; (b) any breach of any covenant or
clause by Service Provider under this Agreement; (c) any
representation, misrepresentation, warranty, covenant or agreement Service
Provider may make with respect to Client or any of its products or
services to Service Provider customers or any other entity, without the
express written consent of Client; and (d) all third-party claims
brought against Client arising from or in connection with Service
Provider's performance or non- performance of its obligations under
this Agreement. (e) claims of infringement of the Intellectual
Property Rights arising out of this agreement.
 . Limitation on Indemnification: Notwithstanding the sections above,
no Indemnified Party shall be entitled to indemnification pursuant to
the above section to the extent attributable to the negligence or
willful misconduct of such Indemnified Party or its Related Entities.

Indemnification Procedure:

. A party seeking indemnification (the "Indemnified Party") shall promptly

notify the other party (the "Indemnifying Party") in writing of any claim for
indemnification, provided, that failure to give such notice shall not relieve
the Indemnifying Party of any liability hereunder (except to the extent the
Indemnifying Party has suffered actual material prejudice by such failure).
. The Indemnified Party shall tender sole defense and control of such claim
to the Indemnifying Party. The Indemnified Party shall, if requested by the
Indemnifying Party, give reasonable assistance to the Indemnifying Party in
defense of any claim. The Indemnifying Party shall reimburse the
Indemnified Party for any reasonable legal expenses directly incurred from
providing such assistance, as such expenses are incurred.
. The Indemnifying Party shall have the right to consent to the entry of
judgment with respect to, or otherwise settle, an indemnified claim with
the prior written consent of the Indemnified Party, which consent shall not
be unreasonably withheld; provided, however, that the Indemnified Party
may withhold its consent if any such judgment or settlement imposes and
unreimbursed monetary or continuing non-monetary obligation on such
Party or does not include an unconditional release of that Party and its
Affiliates from all liability in respect of claims that are the subject matter of
the indemnified claim.

LIMITATION OF WARRANTIES & REMEDIES

 . Representations & Warranties: Each Party represents that it has full
power to enter into and complete the transactions required hereunder, and
that this Agreement is enforceable against it in accordance with its terms,
and that the activities contemplated hereunder do not conflict with
or constitute a breach of or default under any contracts or commitments to
which it is a party.

. Warranty Disclaimer: Each party acknowledges and agrees that

all resources and services provided under this agreement by the other
party are provided "as is," with all faults and without any warranty,
condition, guaranty or representation of any kind whatsoever, express or
implied, in law or in fact, oral or in writing, including without limitation
any warranty, condition, accuracy, non-interruption, completeness,
merchantability, fitness for a particular purpose, or non- infringement, or the
like.

. Liability Disclaimer: Except in connection with an indemnification

claim pursuant to the indemnification section above, in no event shall
either party nor any related entity of such party be liable to the other
party, a related entity of such party or any third person for any special,
incidental, consequential, exemplary or punitive damages of any kind
(including without limitation lost profits, lost savings, loss of data, loss
of business opportunities) arising out of or in connection with this
agreement, the services or the licensed products, whether based in contract,
tort (including without limitation negligence) or otherwise, even if the party
providing the resource or service, or a related entity of such party, has
been advised of the possibility of such damages or should have foreseen
such damages. In no event will client's total aggregate liability under this
agreement exceed the amount of unpaid fees and expenses due by client to
service provider, even if client is advised of the possibility of such damages.

TERM, AMENDMENT & TERMINATION

. Term: This Agreement commences on the Effective Date mentioned in
Exhibit A and continues for the Effective Duration mentioned in Exhibit A,
or until it is superseded by another signed contractual agreement or
annulled through mutual consent.

. Notice Period: In case either party wishes to terminate this agreement the
other party will need to be suitably informed, in writing, with an advance
notice equal to or more than Termination Notice Period (mentioned in
Exhibit A) ahead of the termination date.

. Amendment: This Agreement may be amended, as mutually agreed upon,

to change scope and terms of the Agreement. Such changes shall be
incorporated as a written amendment to this Agreement.

. On completion of the term, the agreement will be automatically extended

for the Automatic Renewal Period specified in Exhibit A unless
the agreement is terminated earlier by either party with a notice of more
than Termination Notice Period mentioned in Exhibit A.

. Mutual Termination Rights: In addition to any other right or remedy it

may have, either Client or Service Provider may terminate this
Agreement without any notice of default or judicial intervention being
required, only in the event that:

. Proceedings in bankruptcy are instituted by or against the other party, or

the other party terminates its business activities for any other reason.
. There is any material breach of, or material failure to comply with, any of
the terms or conditions of this Agreement by the other party which breach
or failure is not remedied within thirty (30) days after notice of such breach
or failure.

. Consequences of Termination: On termination of this Agreement for

any reason, all accrued liabilities and any subsisting rights and duties created
by provisions of this Agreement depending upon their nature or context
it
 should be contemplated that they should survive expiry, variation or
termination shall remain in full force and effect notwithstanding expiry,
variation or termination.

. No Prejudice to Other Rights: Exercise of the right of termination

afforded to either party shall not prejudice any other legal rights or remedies
either party may have against the other in respect of any breach of the
terms of this Agreement.

COMMERCIAL TERMS

. Payments to Service Provider: Client agrees to pay Service provider at

fixed rate as described below:
. Inbound: INR 61,000 for Logistics And Supply Chain Management
Qualified Candidates(per seat per month).The Service fees for the same are
annexed hereto as Exhibit B. These figures will remain in force for the
term of this agreement, after which they may be renegotiated or could
continue to remain in force depending on mutual agreement of both parties.

Billing Cycle:

. Service Provider will send out invoices for every 39 Days.

. All payments due to Service Provider will be payable within working 15 days
from the date of receipt of correct Invoice in proper form.
. Except as expressly set forth in this Agreement or as otherwise approved in
writing and in advance by Client's Authorized Personnel, all direct and
indirect expenses incurred by Service Provider which arise out of or in
connection with this Agreement or Service Provider's performance
hereunder are included in the Fees and shall be borne by Service Provider.
. Client shall have the right to withhold any payment that it disputes in good
faith. The parties shall use their reasonable commercial efforts to
cooperatively and expediently resolve any such dispute on reasonable
 terms and promptly settle, reimburse or pay the other party any
outstanding amounts as resolved in writing by the parties.
. The commercials as stated in the Agreement may be changed with mutual
consent of the parties or may be changed unilaterally by the Service
Provider on account of changes in law, government policies, polices of the
regulator, taxation etc.

MISCELLANEOUS

. Non-Exclusivity: Either party retains the right to enter into similar

operations-access agreement(s) with other Parties.
. Intellectual Property: Unless otherwise expressly provided herein
or otherwise agreed by the Parties, each Party shall retain all right, title
and interest, throughout the world, in their respective Intellectual
Property licensed / provided to the Parties or used on behalf of the Parties.
. Solicitation: Service Provider would not indulge into any kind of solicitation.
. Force Majeure: Neither Party will be liable for any failure to perform
any obligation (other than payment or reimbursement obligations)
hereunder, or from any delay in the performance thereof, due to causes
beyond its control, including without limitation industrial disputes of
whatever nature, acts of God, strike, lock-outs, public enemy, acts of
government, failure of telecommunications, or other calamity.
. Assignment: No Party may assign this Agreement without the prior written
consent of the other Parties under any conditions, except in connection
with a corporate reorganization, merger or the sale of substantially all of its
business or assets or substantially similar transaction. Any purported
assignment or transfer in violation of this provision shall be void and
without effect.
. Notices: All notices and other correspondence under this Agreement shall
be in writing and shall be sufficiently given if delivered personally at the
following address or through courier or email, to the addresses stated
below:

To NAME OF VENDOR To Client:

Name: Name:
Position: Position:
 Email: : Email:

. Modification and Waiver: No modification, amendment, supplement to or

waiver of this Agreement or any attachment hereto shall be binding upon
the parties hereto unless made in writing and duly signed by both parties.
No invoice or other similar form may vary the terms hereof, and any term
thereof that is inconsistent with or additional to the terms hereof shall not be
binding. A failure or delay by either Party to enforce at anytime any of the
provisions hereof, or to exercise any option which is herein provided, or to
require at anytime performance of any of the provisions hereto shall in
noway be construed to be a waiver of such provisions of the Agreement.
. Severability: The provisions of this Agreement are severable, and in the
event that any provisions of this Agreement are determined to be invalid or
unenforceable under any controlling law, such invalidity or unenforceability
shall not in any way affect the validity or enforceability of the remaining
provisions thereof. If any provision of this Agreement is found to be invalid
or unenforceable, the invalid provision shall be modified to the minimum
extent required to comply with applicable law, and the modified provision
shall be construed as having been in effect since the Effective Date.
. Entire Agreement: This Agreement, including the schedules and
exhibits referred to herein and therein and attached or to be attached hereto
and thereto, constitutes the entire agreement
between the parties and supersedes all prior agreements, promises,
proposals, representations, understandings and negotiations, whether or
not reduced to writing, between the parties respecting the subject matter
hereof. No change to this Agreement shall be valid unless made in writing
and signed by the duly authorized representatives of both parties.
. Applicable Law & Jurisdiction: The validity of this Agreement,
the construction and enforcement of its terms, and the interpretation of
the rights and duties of the parties shall be governed by the laws of India,
and in case of any disputes, the case would be decided within the jurisdiction
of the State of Maharashtra and West Bengal and Gujarat.
. Contract Interpretation. For purposes of contract interpretation, including
resolution of any ambiguity, the parties acknowledge that this Agreement
was prepared jointly by their respective attorneys and therefore the terms of
the Agreement should not be strictly construed against either party.
 . Counterparts; Facsimile. The Agreement may be executed and delivered
in counterparts, each of which shall be deemed an original, or by facsimile
or other electronic copies, such as delivery by email in the PDF format.
The parties agree that such facsimile or electronic execution and delivery
shall have the same force and effect as delivery of an original document
with original signatures.

EXHIBIT A

PARTICULAR INFORMATION

1. Effective Date: XXXXXXXXXXX

2. Term of the Agreement: 1 year from Effective Date.

3. Termination Notice Period: The Parties have a right to terminate this

agreement before expiry of this agreement
by giving 5 days‟ notice in writing

4. Automatic Renewal: The agreementshall be renewed automatically for

successive, Automatic Renewal Period‟ unless
otherwise terminated by either party giving a
notice period to other party of not less than the
period mentioned in Termination Notice Period of
Exhibit A prior to the end of the term

5. Automatic Renewal Period: 12 months

EXHIBIT B
Client agrees to pay Service provider at fixed rate as described below:

Inbound : INR 61,000 for Logistics And Supply Chain Management

Qualified Candidates(per seat per month) for 10 Seats. The Service fees for the
same are annexed hereto as Exhibit B. These figures will remain in force for the
term of this agreement, after which they may be renegotiated or could continue to
remain in force depending on mutual agreement of both parties.

1. On every working day, Center will ensure there are 20 Agents logged in for
Inbound Support and there has to be 4 Support Staff (1 team lead + 2 Quality
Analysts+ 1 HR).
2. There won't be any extra billing for additional Support Staff of buffers required
for the project.
3. All the list of MIS reports has to be shared by the vendor on daily basis.
4. Quality Scores : Understanding the Criticality of the project, center has to
ensure the overall quality for the project is

>= 100% to receive the full Payout (61,000 INR)

80% to 99.99% 55,000 INR
Below 80% no Payout

5. CSAT Scores: Customer Satisfaction scores calculated on weekly basis has to

be more than 95% till the end of the contract. Service fee will be calculated based
on the report shared by the Service Provider and reconciled by Client at its end.
In case there is a dispute in the number of Man Hours, headcount, reports decision
by Client should be final and binding. Apart from above mentioned Service Fee
and applicable taxes, Service Provider will not be entitled for any other payment
from Client.

Signed on behalf of Signed on behalf of

Signature: Signature:

Name: Name:

Position: Position: