| Service Provide Name | | | :-------------------------------------- | :----------------------------------------- | | Type | Indivisual Proprietorship Company | | Current Address | | | Document Details (Service Provider) | Aadhaar: PAN: CIN: | | Comission Structure (Fees)* | |

Commission Structure will change monthly

| Comission Structure (Fees)* | | :------------------------------- |

| For RedCarpet Tech Private Limited Signature: Name: Designation: Place and Date: | For Service Provider Signature: Name: Designation: Place and Date: | | :------------------------------------------------------------------------------------------------------------------- | :----------------------------------------------------------------------------------------------------- |


These General Terms and Conditions of Service Agreement (“GC”) have been agreed between RedCarpet Tech Private Limited, a company incorporated under the provisions of the Companies Act, 2013 having its registered office at C1-622, Palam Vihar, Block-C1, Village Chome Gurgaon, Haryana-122017, India (hereinafter referred to as the ‘RedCarpet’ which expression shall, unless contrary to the context, mean and include its successors and assigns); of the First Part; and Service provider as detailed in the Agreement Summary above (hereinafter referred to as the ‘Service Provider’ which expression shall, unless contrary to the context, mean and include its successors and permitted assigns); of the Second Part. Service Provider has represented and warranted to RedCarpet that it has the requisite skill, knowledge, experiences, expertise, infrastructure and capability to render Services (defined below) to RedCarpet. Thus, this Agreement. RedCarpet and Service Provider may hereinafter collectively be referred to as ‘Parties’ and individually as ‘Party’.

In consideration of mutual covenants contained herein and other good and valuable consideration, sufficiency of which is acknowledged, Parties agree a1.1 In this Agreement (including the Background and the Exhibits), unless the context otherwise requires, the following words and expressions shall have the following meanings when used in capitalized form in the Agreement: Affiliate means any Person which, directly or indirectly, Controls the party, or is follows:

1. Definitions and Interpretation

1.1 Definitions

1.s Controlled by the party. Applicable Laws means any statute, law, regulation, ordinance, rule, judgment as applicable, notification, rule of common law or equity, order, decree, bye-law, government approval, directive, recommendations, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation or policy by, any authority having jurisdiction over the matter in question. Authorized Representative means;

i. in respect of RedCarpet, persons, atleast two but not more than three, authorized in writing by RedCarpet and communicated as such to Service Provider.

ii. In respect of the Service Provider, any of its personnel, atleast two but not more than three, authorized in writing by the Service Provider and communicated as such to RedCarpet.

Business Day means a day (other than Sunday, national holidays and bank holidays in the Territory) on which nationalized banks are generally open in India for the conduct of banking business and comprising normal working hours. Commencement Date means the date of signature Confidential Information means and includes any non-public information whether or not designated as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential. Confidential Information for purposes of confidentiality includes, but is not limited to, the information relating to the Customers and the following types of information with respect to the business and operations of RedCarpet, its policies, its database and other information of a similar nature (whether or not reduced to writing): marketing techniques and materials, marketing and development plans, information pertaining to the Customer, information about the employees (including, addresses, phone numbers, email addresses, and all other information relating to the employees), price list, payment structure, pricing policies and financial information, discoveries, ideas, concepts, software in various stages of development, drawings, specifications, techniques, models, data, mark-up languages, documentation, diagrams, flowcharts, research, development, formulas, computer programs, processes (both business and technical), technical specifications, data, ideas, inventions, algorithms, source code, object code, know-how, software listings, schematics and all verbal and written discussions between the Parties. Confidential Information also includes any information as mentioned which RedCarpet treats as proprietary whether or not owned or developed by RedCarpet. The Confidential Information further includes, without limitation, information relating to RedCarpet’s released or unreleased services or products, the marketing or promotion of any Product, RedCarpet’s business policy or practices, and information received from others that RedCarpet is obligated to treat as confidential. Confidential Information disclosed to the Service Provider by an Affiliate of RedCarpet shall also be considered as Confidential Information. Further, all of RedCarpet’s financial projections, data and other related information and documents (including any verbal indication) as well as results and conclusion arising from the scrutiny process and examination of such data and information which is acquired by RedCarpet, documents as well as standardized product/ instrument concerning the work assigned which are provided by RedCarpet shall also constitute Confidential Information. And in each case whether such information was disclosed before or after the date of this Agreement, either in writing, in disk or electronic form or orally or visually and whether directly or indirectly by RedCarpet or any of its Affiliates, other group companies or advisers.

Control (including, with its correlative meanings, the terms “Controlled by” or “under common Control with”) means (a) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person whether through the ownership of voting securities or partnership or other ownership interests, by agreement or otherwise or the power to elect more than half of the directors, partners or other individuals exercising similar authority with respect to a Person; or (b) the possession, directly or indirectly, of a voting interest in excess of 50% (fifty percent) in a Person. Customer means a customer who has availed or proposes to avail the Products. Designated Office shall mean the address of the Service Provider mentioned in the Agreement Summary or any other location as may be mutually agreed by the Parties. Person means any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, trust or any other entity that may be treated as a person under Applicable Law. India means the Republic of India. Products shall include but not be limited to providing financial assistance in terms of the financing schemes facilitated by RedCarpet from time to time and such other products, as RedCarpet may from time to time intimate to the Service Provider for providing Services by the Service Provider to RedCarpet during the Term of this Agreement. RedCarpet’s Competitors mean any person who, either directly or through its affiliates

(i) offers products and or services, similar to or in competition with the products, services offered /facilitated by RedCarpet; and/or

(ii) is engaged in a business similar to or in competition with the business of RedCarpet RedCarpet Designates shall include financial partners, shareholders, auditors and/or its regulators (including external regulators and auditors), and authorised representative(s) and or agent(s). Services mean the various services to be provided and/or performed by the Service Provider such as Customer awareness about Redcarpet products, Customer on-boarding with complete documents, Redcarpet app download on user mobile phone, Transactions via Redcarpet app/card, pursuant to the direction and control of RedCarpet and/or such other services as may be required by RedCarpet from time to time. Service Provider Records shall include all books, records, operations and business records, information and any other document which relate to the performance by the Service Provider of the Agreement. Territory means the National Capital Region, India. Valid Applications means applications submitted by the Service Provider and communicated in writing as accepted by RedCarpet or its Authorized Representative.

1.2 Interpretation

1.2.1 In this Agreement (including the Recitals and the Exhibits), unless the context otherwise requires:

a. all references to any statutory provision or enactment shall include references to any amendment, modification or re-enactment of that provision or enactment (whether before or after the date of this Agreement), to any previous enactment which has been replaced or amended and to any statutory instruments, regulations or orders made under that provision or enactment and having the force of law.

b. references to the Sections and Schedules are respectively to the Sections and Schedules to this Agreement.

c. references to documents in the ‘agreed form' are to documents in terms agreed between the Parties to this Agreement.

d. Words using the singular or plural number also include the plural or singular number, respectively.

2. Scope and Intent

2.1 Scope

The Service Provider shall on and from the Commencement Date and during the Term, on a principal-to-principal basis, render Services within the Territory in compliance with Applicable Laws and in accordance with the terms and conditions set forth in this Agreement. The engagement of the Service Provider by RedCarpet is on a non-exclusive basis.

2.2 Intent

The Service Provider acknowledges that it is essential for the Service Provider to be in strict compliance with each of the covenants set forth in this Agreement to enable compliance by RedCarpet, of its commitments with its financial partners, and with Applicable Law.


This Agreement shall commence on and from Date of Signature and, unless terminated earlier pursuant to this Section 3.3 or Section 6, shall continue to be in full force and effect till the first anniversary of the Commencement Date (the ‘Initial Term’).

3.2 Renewal

Service Provider agrees and acknowledges that the term of this Agreement shall be renewed at the sole discretion of RedCarpet for a period of one year at a time and upon the same terms and conditions. The Initial Term together with the successive renewals shall be referred to as the ‘Term’.

3.3 Failure to commence Services on Commencement Date

Service Provider agrees and acknowledges that this Agreement shall automatically stand terminated in the event the Service Provider is unable to commence Services as on the Commencement Date. Termination of the Agreement in accordance with Section 3.3 shall be without any financial consequences to RedCarpet.

4. Fee

4.1 Determination of Fee

In consideration of rendering Services and observing strict compliance with the terms of this Agreement, the Service Provider shall be entitled to payment determined in a manner set forth in Agreement Summary or as per the prevailing commission structure, upon submission of complete and valid invoices in terms of this Agreement.

4.2 Invoices

Service Provider shall be entitled to raise invoice on a monthly basis, for all Valid Applications submitted to RedCarpet in a particular month by the Service Provider. Invoice for any particular month shall be submitted by the Service Provider to RedCarpet by the 7th of the following month. RedCarpet shall pay to Service Provider after adjustments or set-off, if any as contemplated in this Agreement, within 7 (seven) Business Days from the date of receipt of the invoice.

4.3 Deduction of taxes

RedCarpet shall deduct applicable withholding tax, if any. However, Redcarpet shall be liable to pay taxes that may be applicable in law on the amounts paid by RedCarpet to Service Provider for the Services rendered by the Service Provider in accordance with this Agreement, provided the invoice raised by the Service Provider properly specifies such amounts as required in law. For avoidance of doubt, the Service Provider shall at all times remain liable for its income tax liability or any other tax liability on its income pursuant to this Agreement.

4.4 No other liability for payments

Except as specified herein, RedCarpet shall not be liable to make any payments to the Service Provider.

5. Covenants

5.1 Undertakings by the Service Provider

5.1.1 The Service Provider undertakes and agrees that:

a. It shall, at its cost and expense, market and advertise the Products only in accordance with the Marketing Guidelines set forth in Schedule C, and in compliance with Applicable Laws.

b. The Operating Terms and Conditions set forth in Schedule D shall apply to the Services that the Service Provider has agreed to render under this Agreement.

c. It shall not sub-contract any part or whole of its obligations under the Agreement.

d. It alone shall be responsible and liable for the acts and or omissions of its personnel, and also for all obligations towards its personnel including all costs and expenses that may be associated with such personnel, under normal and special circumstances.

5.2 Representations and Warranties of Service Provider.

5.2.1 The Service Provider hereby represents and warrants that;

a. It is competent to execute this Agreement and perform in terms hereof. The execution, delivery and performance of this Agreement does not conflict with or violate or is in breach of any law, rule, regulation, judgment, order or agreement by which it is bound.

b. It has in place the appropriate mechanism to protect the privacy and confidentiality of all Confidential Information.

c. This Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms of this Agreement.

d. Each of its personnel involved in rendering Services shall possess the requisite skill, expertise, knowledge and capability. 5.2.2 The representations and warranties set forth in Clause

5.2.2 The representations and warranties set forth in Clause 5.2.1 shall remain true, correct and accurate for the duration of the Agreement and in case at any point in time, any representation and warranty ceases to be true, incorrect and or inaccurate, the Service Provider shall immediately communicate in written and in reasonable detail the position to RedCarpet.

5.3 Confirmations of Service Provider

5.3.1 The Service Provider confirms that;

a. It shall render Services to RedCarpet on a principal to principal basis. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, employer-employee relationship between the Parties.

b. It shall at all times remain responsible for compliance with all Applicable Laws in respect of the Services including but not limited to all directions, instructions, recommendations and best practices issued by Reserve Bank of India or any other regulatory authority which has jurisdiction over RedCarpet or any of its financial partners.

c. The Service Provider agrees that the work product, etc. including but not limited to all and any information, reports, studies, software, flow charts, diagrams and other intangible and tangible material of any nature whatsoever produced by or as a result of any of the Services rendered hereunder shall be the sole and exclusive property of RedCarpet qua the Service Provider. The Service Provider hereby irrevocably grants, assigns, transfers to RedCarpet all rights, title and interest of any kind, in and to any work product produced hereunder. The Service Provider shall not be entitled to use any of such work product except as may be expressly permitted in writing by RedCarpet.

5.3.2 If at any time the Service Provider becomes aware of any Applicable Law, the compliance of which requires any amendment to this Agreement, the Service Provider shall promptly communicate the same in writing to RedCarpet, and RedCarpet shall consider if any amendment to the Agreement is required to enable the Service Provider to make such compliance. For avoidance of this doubt, this provision does not entitle the Service Provider to renegotiate the payment terms.

5.4 Confidentiality

5.4.1 The Service Provider acknowledges RedCarpet may under its contracts with counterparties have an obligation to maintain confidentiality with respect to the Confidential Information, and that any lapse on the part of the Service Provider of its obligation to maintain confidentiality may result in liability on the part of RedCarpet, which shall flow to the Service Provider.

5.4.2 The Service Provider acknowledges that it shall strictly keep confidential and ensure that its directors, officers, employees, agents, and professional and other advisers (‘Service Provider Persons’) keep confidential, all the Confidential Information. Disclosure of Confidential Information by Service Provider to the Service Provider Persons shall be strictly on a need-to know basis. The Service Provider shall not, and shall procure that none of the Service Provider Persons use Confidential Information for any purpose other than for the provision of Services and for performance under this Agreement.

5.4.3 The Service Provider acknowledges that the Confidential Information shall not be disclosed to any person, except as set forth under Clause 5.4.2. The Service Provider shall at all times maintain a record of each person, alongwith the copy of identity card and permanent address, to whom Confidential Information is disclosed and upon request, promptly make it available to RedCarpet.

5.4.4 The Service Provider shall ensure that its directors, officers, employees, agents, or professional advisers are informed of the confidential nature of the Confidential Information, and are required to fulfill obligations with respect to the Confidential Information in accordance with this Agreement.

5.4.5 The Service Provider agrees:

(a) to take all necessary action to protect the Confidential Information against misuse, loss, destruction, deletion and/or alteration;

(b) not to misuse or permit misuse directly or indirectly the Confidential Information for economic or other benefit;

(c) not to make or retain any copies or record of any Confidential Information submitted by RedCarpet other than as may be required for the performance of its obligation under this Agreement;

(d) notify RedCarpet promptly of any unauthorized or improper use or disclosure of the Confidential Information;

(e) promptly notify RedCarpet of any court order to disclose any Confidential Information; and

(f) return and/or destroy, as required by RedCarpet, all the Confidential Information that is in the custody of the Service Provider upon termination of this Agreement along with all copies and replicas and facsimiles thereof. In the event RedCarpet permits the destruction of such Confidential Information, the Service Provider shall destroy the Confidential Information within the period as may be specified by RedCarpet and shall provide RedCarpet with an Affidavit, duly notarised, that such destruction has been carried out.

5.4.6 The Service Provider acknowledges that monetary damages alone may be an inadequate remedy for breach by the Service Provider of its obligations under this Agreement. In addition to any other remedy which may be available in law or equity, RedCarpet shall also be entitled to injunctive order or other equitable relief to prevent a breach of this Agreement and to compel specific performance of the Service Provider’s obligations under this Agreement.

5.5 Indemnity

5.5.1 The Service Provider shall, at its own cost and expense, indemnify, defend and hold harmless RedCarpet and Affiliates of RedCarpet, its respective officers, directors, personnel, representatives, consultants, nominees, designees from and against any and all liability suffered or incurred (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including attorney’s fees and expenses) or any other loss that may occur, arising from or relating to:

(a) Non-performance, inadequate performance, provision of deficient services, breach, misconduct or negligence by the Service Provider, its personnel of any of the terms, conditions, covenants, representations, undertakings, obligations or warranties under this Agreement, including but not limited to the obligations of the Service Provider pertaining to data protection, confidentiality and intellectual property rights of RedCarpet, or any protective guidelines issued by RedCarpet to the Service Provider from time to time;

(b) acts, omissions, errors, representations, misrepresentations, misconduct, negligence of the Service Provider and/or its personnel in performance of its obligations under this Agreement including but not limited to the false and misleading representations to the prospective Customers;

(c) Loss, misappropriations, misuse or damage to the documents or instruments / things that are in the possession of the Service Provider or its personnel or any other persons engaged by the Service Provider or within the control of the Service Provider;

(d) Any loss, damages to the Customers through any acts or omissions of the Service Provider and/or its personnel;

(e) contravention of any Applicable Law, as may be applicable from time to time, or industry practice, or violation of any policies of RedCarpet; and

(f) any proceedings and or investigation that RedCarpet may be subjected to by virtue of the Service Provider and or its personnel acting in a manner which gives an impression that there is a relationship of employment, partnership or joint venture relationship between the Service Provider and RedCarpet.

5.5.2 Neither Party shall be liable to the other for any remote and indirect loss or damage sustained by reason of breach of the Agreement.

5.6 Inspection and Monitoring Rights

5.6.1 Service Provider shall, during the Term and for a period of 7 (seven) years from the termination of the Agreement, keep complete and accurate records in connection with the Services provided to RedCarpet under this Agreement.

5.6.2 Service Provider shall retain all Service Provider Records at the Designated Office. RedCarpet and RedCarpet Designates shall at all times, at their own cost and expense, be entitled to inspect the Service Provider Records, during working hours, upon prior intimation to the Service Provider. RedCarpet shall be entitled to obtain and maintain copies of any such Service Provider Records.

5.6.3 Service Provider shall as and when required by RedCarpet make available to RedCarpet any information and or data, as the case may, involving the performance of the Agreement for any purpose, including for the purpose of making any assessment or monitoring the performance of Service Provider of the Agreement. Such information and or data, as may be shall be furnished by Service Provider promptly but no later than 3 (three) days of the communication by RedCarpet and in the form and manner required by RedCarpet.

5.6.4 Without prejudice to the generality of Clause 5.6.2, Service Provider recognizes the right of the Reserve Bank of India to cause an inspection to be made with respect to the Services provided to RedCarpet and its books and account by one or more of its officers or employees or other persons appointed by Reserve Bank of India in this behalf.

5.7 Non Solicitation

The Service Provider shall not solicit the officers, directors, personnel, consultants, nominees, designess, employees or representatives of RedCarpet, for any purpose whatsoever. Any unauthorized solicitation or publication may constitute grounds for termination by RedCarpet of this Agreement. The Service Provider shall not use the name, trademark or logo of RedCarpet in any sales, marketing, press release, advertisement or other publication or material, and shall not make any public statement relating to RedCarpet or the Services, without the prior written consent of the RedCarpet.

5.8 Force Majeure

5.8.1 Neither Party shall be liable for any failure to perform their obligations hereunder to the extent that performance has been delayed, hindered or prevented by any circumstances beyond the reasonable control of that Party, including without prejudice to the generality of the foregoing, any act of God, war, riot, civil commotion, fire, explosion, flood, adverse weather, epidemic or other natural physical disaster, strike, lock-out or other form of industrial action or any form of government or supra-national authority intervention (‘Force Majeure Event’).

5.8.2 In case of an occurrence of a Force Majeure Event, the obligations of the Parties hereunder shall be suspended, provided the Party affected by a Force Majeure Event gives notice in writing to the other Party. The obligations of the Parties shall resume immediately on the cessation of the Force Majeure Event.

6. Termination and consequences of termination 6.1 Termination

6.1.1 This Agreement shall terminate upon the expiration of the Term, unless terminated earlier in terms hereof.

6.1.2 Either Party may terminate this Agreement for convenience, by giving not less than 30 (thirty) days’ prior written notice to the other Party.

6.1.3 RedCarpet may by giving 15 (fifteen) days’ notice in writing to the Service Provider terminate this Agreement for any one or more of the following reasons: a. in the event of any default by the Service Provider, if the default is curable and is not cured by the Service Provider within the period stipulated by Service Provider; b. in the event the Service Provider and/or any individual assigned by it for the performance of the Services under this Agreement fails to perform the Services under this Agreement or to observe any of its obligations, or is in breach of any of the terms of this Agreement; c. If there is an event of any change in the constitution; or management of the Service Provider whether or not involving a change in the ownership structure, unless the Service Provider informs RedCarpet and obtains the prior written consent from RedCarpet for such change. The ownership structure of the Service Provider as on the Date of Signature shall be as set forth in Schedule E; d. In case an application is filed by or against the Service Provider, in respect of initiating an insolvency resolution process and or bankruptcy proceedings under the Insolvency and Bankruptcy Code, 2016 or any other relevant legislation; e. In case the Service Provider is unable to render Services to RedCarpet on the Commencement Date as specified in Section 3.3.

6.1.4 Notwithstanding anything contained herein, RedCarpet shall be entitled to terminate this Agreement forthwith for reasons attributable to any agreement with counterparties, change in law or interpretation thereof, or any change in its corporate policy.

6.2 Consequences of termination

6.2.1 Upon the termination or sooner determination of this Agreement for any reason, the Service Provider shall promptly return or destroy, as required by RedCarpet, all Confidential Information in its possession or control, and shall destroy or, if applicable, erase any remaining copies of all such Confidential Information, including any electronically stored copies. An authorized person of the Service Provider shall furnish Affidavit, duly notarised certifying to such return and/or destruction and that no Confidential Information has been retained.

6.2.2 The Service Provider shall return all stocks of stationery, promotional material of any kind, sales literature, brochures and all other items of similar nature;

6.2.3 The Service Provider agrees that that the provisions of this Section 6 shall not limit or restrict RedCarpet from pursuing such further and other legal actions, against the Service Provider for any breach or non-compliance of the terms of this Agreement.

6.2.4 Rights and obligations accrued prior to termination shall survive the termination of the Agreement.

7. Other Provisions

7.1 Successors.

This Agreement binds the executors, administrators, permitted successors and permitted assigns of the Service Provider with respect to all covenants herein, and the same shall not be modified except by a written agreement which is duly signed by both the Parties.

7.2 Assignment.

7.2.1 The Service Provider acknowledges that RedCarpet has engaged the Service Provider on the basis of the skill, expertise and know-how possessed by the Service Provider to render the Services and therefore, the Service Provider shall not assign, sub license, delegate, exchange or otherwise dispose of or alienate any or all of his rights and/or obligations under this Agreement without the prior written consent of RedCarpet.

7.2.2 RedCarpet shall have the right to assign any of its rights and/or its obligations under this Agreement without the prior written consent of the Service Provider, provided that the assignee assumes all the rights and obligations of RedCarpet.

7.3 Co-operation.

The Parties shall extend all co-operation to each other as may be reasonably required in order to enable the Party to give full effect to the intent of this Agreement.

7.4 Severability.

If any provision in this Agreement is held to be invalid or contrary to law, the remaining provisions hereof shall nevertheless be and shall be deemed to be valid and binding on the Parties.

7.5 Survivability.

If for any reason the Agreement shall be terminated then such termination shall be without prejudice to any rights, obligations or liabilities of either Party which have accrued at the date of termination but have not been performed or discharged, and any parts of the Agreement having any relevance thereto or any bearing thereon shall, notwithstanding the termination of the Agreement for any reason, continue in force and effect.

7.6 Notices.

7.6.1 All notices required to be given by the Parties to each other, under this Agreement, will be given in writing and be sufficiently served, if delivered personally, or by courier or post, to the addresses mentioned herein below, or such other address as a Party may have previously advised, marked to the attention of:

7.6.2 Any notice shall be deemed to have been validly received on (i) the business date of receipt, if served personally or by courier or (ii) the expiry of seven (7) days after posting, if served by post.

7.6.3 Either Party may change their address or representative for receipt of notices, or other communications provided for in this Agreement by giving to the other Party not less than ten (10) days prior written notice.

7.7 Waiver

The failure or delay of either Party at any time or times to require performance of any provision of this Agreement shall not affect its right to enforce such provision at a later time.

7.8 Entire Agreement

This Agreement constitutes entire agreement between the Parties and supersedes all prior proposals, discussions, exchange of letters between the Parties in the matter. Any amendment to this Agreement shall be in writing, duly signed by the Parties.

7.9 Remedies

Remedies set forth in the Agreement are not exclusive. Each Party shall be entitled to any remedy available to it under law or equity.

7.10 Set-off

RedCarpet may, without prejudice to any other rights or remedies it may have, set off any amounts owed to it by the Service Provider against any amounts payable by it to the Service Provider under this Agreement.

7.11 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in all respects in accordance with the laws of India. Courts in Gurgaon alone shall have jurisdiction in relation to any matter arising hereunder. Any differences or disputes arising under or in relation to the Agreement, shall be resolved by a sole arbitrator appointed by the Parties. The arbitration proceedings shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any amendment or re-enactment thereof.

7.12 Counterparts

This Agreement may be executed in 3 counterparts, each of which shall be deemed an original and all of them shall together constitute one and the same instrument.

#Marketing Guidelines

1. Any advertisement with respect to any of the Products shall be made in accordance with the marketing material of RedCarpet. Service Provider shall prior to any advertisement intimate RedCarpet with respect to the content of the advertisement and RedCarpet shall be entitled, without being under any obligation, to revert with changes if any within 3 (three) days, which changes shall be incorporated by Service Provider unless it is not in accordance with Applicable Law.

2. Service Provider shall not, without the prior written consent of RedCarpet, make any amendments, variations, modifications or changes in the marketing materials provided by RedCarpet and shall use the marketing materials provided by RedCarpet on an as is where is basis.

###Operating Terms and Conditions

1. Service Provider shall not have any power or authority to bind RedCarpet in any way with respect to any application that it may source.

2. Service Provider and its personnel shall have the requisite skill, knowledge and experience to understand the Products to enable the Service Provider and its personnel to highlight the benefits of the Products to the Customers.

3. The role of Service Provider is limited to sourcing applications from Customers and Service Provider shall not be entitled to demand and or collect any payment from the Customers, whether pursuant to the application or pursuant to any promise made with respect to or in any manner involving the application.

4. Service Provider acknowledges that RedCarpet being a platform is subject to requirements and mandates of its financial partners and also directly or indirectly may be subject to various regulatory requirements as may be in force from time to time. Accordingly, applications sourced by the Service Provider may be subject to processes and thus RedCarpet is required to and retains the sole and exclusive discretion qua the Service Provider to accept or reject an application submitted by the Service Provider with respect to a Customer. RedCarpet’s decision in this regard shall be final and binding in all cases, qua the ServiceProvider.

5. The Service Provider shall be responsible for identifying genuine Customers based on the standards and norms prescribed by RedCarpet from time to time.

6. The Service Provider shall adhere to protective guidelines as may be issued from time to time by RedCarpet and communicated to the Authorised Representative of Service Provider.

7. The Service Provider shall not enter into any agreement or collude with the Customer in any manner or submit false or fraudulent documents. In case the Service Provider suppresses any information with respect to a Customer or conducts itself in such a manner to be guilty of inducing RedCarpet to accept any application for the ulterior benefit of Service Provider, Service Provider shall be held liable for the loss caused to RedCarpet.

8. The Service Provider shall not be allowed to use the name, trademark and or logo of RedCarpet except to the extent authorized by RedCarpet in writing.

9. The Service Provider shall not modify or alter the Products in any manner whatsoever.

10. The Service Provider shall not, directly or indirectly, pay, offer or authorize payment for anything of value (either in the form of compensation, gift contribution or even otherwise) to any person (in particular, government officials / employees), organization, or political party, in the course of performance of this Agreement.

11. The Service Provider shall be responsible for the due diligence of the Customers before providing the Customer’s application to RedCarpet.

12. The Service Provider shall be responsible for submission of any post disbursal document within the timelines specified by RedCarpet for the particular Product if applicable.

.13 The Service Provider shall not resort to intimidation or harassment of any kind either verbal or physical against any of the Customers and or the Customer’s family members or friends.

14. The Service Provider shall immediately notify RedCarpet in writing of any event which may result in or which may give reason to believe that there may be a work stoppage, slowdown, or other impediments or disruptions in the due performance of the obligation of the Service Provider under this Agreement.

15. The Service Provider shall inform the prospective Customers and make such prospective Customers fully aware about the terms, conditions, risk factors etc. of the Products before recommending such Customers to RedCarpet.

16. The Service Provider shall not make any false and misleading representations to the prospective Customers.

17. The Service Provider shall be solely responsible and liable in the event of any complaints, grievances or any adverse feedback to RedCarpet from the Customers or any persons contacted by the Service Provider and/ or its personnel which in the sole opinion of RedCarpet may result in actual or potential loss of reputation to RedCarpet on account of any act or omission of the Service Provider or Service Provider Persons including due to incorrect, inaccurate and misleading statements, misconduct, dishonest or wrongful act of any person assigned for the performance of the Services hereunder.

18. The Service Provider shall not make any unsolicited marketing tele-calls or send unsolicited sms or other messages on behalf of or in the name of RedCarpet. In respect of any calls/ sms/ e-mails to any Customer pursuant to such Customer showing interest for obtaining financing, the Service Provider shall ensure compliance with privacy and other Applicable Laws

| For Service Provider Signature: Name: Designation: Place and Date: | | :----------------------------------------------------------------------------------------------------- |