MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (MOU) (called The Agreement

hereinafter) is made at Noida on this 2nd Day of day of December 2015 by
& between:
DDB Mudra MAX Retail Pvt Ltd, a company incorporated under the
Companies Act. 1956, having its Registered Office at No. 184, Ground
Floor, Platinum Tower, Udyog Vihar, Phase - 1, Gurgaon 122 016,
hereinafter referred to as DDBM though its Authorised Signatory Mr.
____________________; (which expression, unless repugnant to the context
hereof shall mean and include its subsidiaries, affiliates, group companies,
successors and assigns), on the First Part.
And
India Mergers, a proprietor firm, validly existing under the laws of India
and having its registered office at No. A-38K, Sector - 64, Noida 201301,
UP, hereinafter referred to as IM, which expression shall unless repugnant
to the subject or context mean and include its successors, assigns, legal heirs
and administrators), of the Other Part.
From now on, NS and IM collectively to be referred as the Parties and
individually as Party wherever context permits.
WHEREAS:
1. Duration of Agreement - This Agreement shall be effective for a
period of 02 years from the date of execution hereof, unless
terminated earlier as per the provision of this agreement. Upon expiry
of this term NS may in its sole discretion and depending upon its need
and the performance of the Second Party renew and/or extend the
term of the present agreement on such terms and conditions as may be
determined by NS.
2. Nature of Agreement - This is a principal-to-principal arrangement
and nothing herein will constitute or deemed to constitute the Second
Party as an agent, partner, affiliate etc. of NS under any circumstance.

3. Assignments - This Agreement shall be binding on and inure to the

benefit of the respective parties hereto and their successors and
assigns. The obligations and rights hereunder may not be assigned to
another entity or individual without the express written consent of the
other party.
4. Confidentiality - This MOU is governed by the NDA agreement
signed mutually on November 20th, 2015, between both the parties.
5. Appointment - This agreement is based up following understandings
mutually agreed between both the parties.
Part 1, IM will front end all the dealings of NS with Reliance JIO.
Part 2, IM Offers to front end any other/all dealings of NS with
other similar corporate/s.
Part 3, IM will provide PAN India after sales support services to NS
on PAN India basis.
Part 4, IM will provide a Call Center support services to NS from its
Noida facility.
Part 5, IM will provide godown and stock management services,
including Logistics and Reverse Logistics Support from its Noida
facility.
Part 6, IM will also take up business development of NS products
through its own resources.
The terms and conditions mutually agreed between both the parties are
as follows:
1. Part 1, IM will front end all the dealings of NS with Reliance
JIO.
IM will frontend the whole business dealings of NS with Reliance
JIO.
All the terms and conditions of working with RJIO will be laid out by
NS and IM will work on direct commands of NS in all its dealings
with RJIO.

 NS will define a service margin of __________ % of the total

business value to IM as its service margin.
NS and IM will open a joint account, to help each other maintain
transparency in financial dealings.
IM will release all dues/payments to NS only after receiving the
receipts from RJIO.
NS will withdraw the money received from RJIO, leaving behind the
IM due in its account, as its margin money.
NS will clearly define the policy and procedures of dealings with
RJIO in writing to IM.
IM will always seek written approval from NS for all dealings with
RJIO.
NS will indemnify IM of all taxes and levies and future demands of
taxes/levies from any government authority for the period of next 10
years from the date of signing the agreement.
2. Part 2, IM will provide PAN India after sales support services,
on PAN India basis.
IM will enable its whole network of 580 service centers located
in about 290 cities to provide PAN India after sales support
services.
IM will need 07 days time to create a new ASC station, incase a
ASC station is not available in any identify city.
NS will provide all required spare units and spare parts and
accessories to IM FOC, as part of its contribution to the
business. However IM stand committed to provide records of
all usage of spares both in warranty and used out of warranty.
Any branding to be done at the ASC station shall be done by
NS, however IM proposes to do the same on behalf of NS, at
the cost of NS. Options like putting a glow sign boards, display
stands and issuing of Authorised Certificate can be worked
upon.

 The timings of service center shall be from 1000 Hrs to 1800

Hrs, during normal working hrs from Monday to Saturdays,
excluding the National and state specific holidays. Force
Majeure circumstances included.
NS will define the SLA terms and shall form part this
agreement as and when signed.
IM shall provide required MIS on daily/weekly/monthly basis
as desired by NS in preapproved format or through URL tool
used by IM.
DOA Policy - NS will define the DOA terms and shall form
part this agreement as and when signed.
In Warranty Policy - NS will define the in Warranty and Out
of warranty Policy and shall form part this agreement as and
when signed.
NS will define the price sheet of spare parts used in out of
warranty support and shall form part this agreement as and
when signed. This price will be to IM and IM will further
charge this money from end customer by adding its margin.
This margin amount too would be advised by NS.

3. Part 4, IM will provide a Call Center support services to NS

from its Noida facility.
IM will set up a Call Center in Noida to provide FPC to all
customers and business partners.
NS will advise the number of seats and the specs required for
the CC

 IM will operate this facility exclusively for NS and is willing to

work in multi shifts, to help NS provide maximum support to
all its business partners.
IM shall provide all required reports to NS and shall enable a
URL to help NS monitor IM CC activity on real time.
NS will financially support IM to set up this CC facility
IM shall provide back up of all CC data to NS on weekly basis.

4. Part 5, IM will provide godown and stock management services

from its Noida facility.
IM will set up a Stores and Stores Management System in
Noida to provide all logistics and reverse logistics support to all
customers and business partners.
IM will set up a desk to coordinate with local courier/s, to be a
FPC for the last mile customers, to help maintain efficiency in
stock/units movements.
NS will advise the parameters and define the requirements to
create the godown
IM will operate this facility exclusively for NS and is willing to
work in multi shifts, to help NS provide maximum support to
all its business partners.
IM shall provide all required reports to NS and shall enable a
URL to help NS monitor IM Godown activity on real time.
NS will financially support IM to set up this godown facility.
IM shall provide back up of all stores related data to NS on
weekly basis.
Packing materials: if any are to be arranged by NS or IM
Merger will arrange for the same and to be reimbursed by NS.
5. Part 6, IM will also take up business development of NS
products through its own resources.

 IM will seek a written policy document and guidance from

NS to enable IM take up business development of NS
products/projects/solutions.

Overall Responsibilities of IM
Training - NS will provide all required training to IM and IM ASC
network. IM proposes to hire a person exclusively for providing training
under train the trainer program at cost of NS.
Indemnity of IM from NS about Rjio dealings
This needs to be discussed in details _________________________
Special Tools - Tools (Soft/Hard): All normal tools will be IMs
responsibility. Any Special tools will be provided by NS on FOC
basis.
Termination - Either of the Parties shall have the right to terminate the
present agreement, without assigning any reason by giving 60 days prior
notice in writing to the other Party. Termination or expiry of this agreement
shall not affect rights of either party already accused prior to expiry or
termination as the case may be.
Handover of Stocks after Termination IM agrees to handover all stocks,
reports, data back to NS after termination of MOU within 45 days from the
date of termination.
FORCE MAJEURE - Neither party shall be responsible for any failure or
delay in performance of its obligation under this agreement due to any Force
Majeure event including Act of God.

CHANGES AND MODIFICATIONS - Any change or modification to the

Agreement shall be applicable only in writing and duly signed by the
authorized signatory of both the Parties.
NOTICES - Any notice or other communication required or authorized
under this Agreement shall be in writing and given to the party for whom it
is intended at the address given in this Agreement or such other address as
shall have been notified to the other party for that purpose. Notices shall be
marked for the attention of the following individuals listed below: -

22.

GOVERNING LAW & ARBITRATION - Any and all disputes,

controversies and conflicts ("Disputes") arising out of this Agreement
between the Parties or arising out of or relating to or in connection with this
Agreement or the performance or non-performance of the rights and
obligations set forth herein or the breach, termination, invalidity or
interpretation thereof shall be referred for arbitration in terms of the
Arbitration and Conciliation Act, 1996 or any amendments thereof. Prior to
submitting the Disputes to arbitration the parties shall resolve to settle the
dispute/s through mutual negotiation and discussions. In the event that the
said dispute/s are not settled within 30 days of the arising thereof, the same
shall finally be settled and determined by arbitration in accordance with the
Arbitration and Conciliation Act, 1996 or any amendment thereof. The place
of arbitration shall be New Delhi and the language used in the arbitral
proceedings shall be English. Arbitration shall be conducted by a sole
arbitrator.
GOVERNING LAW & JURISDICTION - The parties agree that this
Agreement shall be subject to and governed by the laws of the Noida, Uttar
Pradesh only. In the event that legal proceedings become initiated with
reference to this Agreement for any reason, venue of litigation shall remain
in Noida, UP.

Annexures to be created, to be appended in the MOU

SLA and Service Policy for ASC

In Warranty Policy
Out of Warranty Policy
DOA Policy
Training Policy
Stocks Movement/Monitoring Policy
Call Center Management Policy, including the language usage policy
Godown Management Policy
Material lost policy (deliberate and Force Mejeure reasons)

Commercials to be defined for:

1.
2.
3.
4.
5.

Frontend service margin

ASC fixed cost (per month fixed payouts)
ASC service compensation cost (L1, to L4)
DOA service Cost
Branding Cost/s

6. Call Center Cost establishment cost support.

7. Call Center service margins
8. Call Center expenses like broadband, and telephone exp etc
9. Cost of acquiring toll free number.
10.Logistics/Reverse Logistics Service margins
11.Warranty Cost
12.Out of Warranty Cost
13. BDT margins
14. Stores Management Cost
15. Back Office Support Services Cost.
16.Training Cost/s
17.Special work done under your direct command.
18.Insurance of men and material