AGREMENT FOR APPOINMENT OF BUSINESS CORRESPONDENT

This Agreement for appointment of Business Correspondent dated _________ (hereinafter

referred to as “the Agreement”) between AXIS Bank Limited, a banking Company
incorporated under the provision of the Companies Act, 1956 and having its registered
office at AXIS BANK “Trishul” 3td Floor, Opposite Samartheswar Temple, Near Law
Garden, Ellisbridge, Ahmedabad - 380006 (hereinafter referred to as “the Bank”, which
expression, unless it be repugnant to the context or meaning thereof, shall mean and
include its successors and assigns) of the One Part

And

Shri. ____________, having his office at _______________________//OR// Shri/Smt./Kum

_____________, R/0 _____________, having his/her warehouse/ cold storage unit at
_____________//OR// M/s __________, a partnership firm/sole proprietorship/co-operative,
having its head office at ____________ and its warehouse/ cold storage unit at
_____________//OR// _________Limited ,a company incorporated under the Companies Act
1956 having its registered office at ____________, (hereinafter referred to as “the Business
Correspondent” or “BC”, which expression shall unless it be repugnant to the context or
meaning thereof shall mean and include its successors and assigns) of the other part

(hereinafter the Bank and the BC shall be individually referred to as the “Party” and
collectively as the “Parties”)

Whereas

A. The Bank is interested in the scheme of financing farmers/JLGs of farmers/Food

processing units/Others ("Borrower") and is proposing to provide financial assistance
(“Facility”) to the Borrowers by way of Credit Line facilities against the pledge of
commodities represented by warehouse/storage receipt/cold storage
bonds/dematerialized warehouse receipts issued by the accredited
godowns/warehouses of national commodity exchanges/Warehousing Development
and Regulatory Authority (WDRA), herein called as warehouse receipt or
dematerialized warehouse receipts as the case may be and to that effect the
Borrowers shall execute necessary documents in favour of the Bank.

B. The BC has an easy access to the Borrowers and hence has presented to the Bank
that it will identify the Borrowers, perform all the necessary obligations and assist the
Bank. The BC has agreed for facilitation of documentation for the clients sourced,
which includes collection, processing and submission of loan applications in time after
verifying primary information/data and KYC documents. The BC has also agreed for
facilitating disbursement and repayment of the loan. The BC has also agreed to
ensure that the goods reflected in the Warehouse Receipt/Demat Credit are owned by
the client sourced by him and also that the goods are unencumbered and not charged
to any other lender. The BC has also agreed to assist the Bank in disposal of the
commodity through or outside the exchange platform as the case may be. The BC has
also agreed to ensure that lien of the Bank is noted on the said warehouse/storage
receipt/dematerialized warehouse receipt of the borrower. The BC has further
represented that it has requisite infrastructure, staff and expertise to provide the
aforesaid services to Bank through its personnel for providing services on an
independent contract basis and further represent that the same would be purely on a
principal to principal basis with employment claim by its personnel.

C. The Bank has agreed for the same and the Parties have thought it expedient to put
forth the terms and conditions in writing as appearing hereinafter.
NOW THEREFORE, in light of the aforementioned recitals and for valuable consideration,
the sufficiency of which is acknowledged, the Parties hereby agree to be bound by the
following terms –
1. The Bank hereby authorizes the BC to act on the Bank’s behalf for the purpose of
identification of the borrowers, so that the Bank can provide financial assistance to
the Borrowers and in performing the necessary obligations in the area of operations
of the ____________Dist ____________, State , which area of operations may
be reviewed from time to time by the bank, for the acts and purposes so specified
herein and that the BC hereby accepts the offer of acting as a BC in respect of the
said acts and purposes.

2. The Bank shall finance the genuine requirements of the Borrowers against the
pledge of commodities and as such the Bank has decided to provide a sourcing limit
of Rs. _____________ crores to the BC, for the purpose of sourcing the borrowers to the
Bank, which amount may be reviewed by the Bank from time to time and subject to
the said Borrowers meeting the eligibility criteria stipulated by the Bank from time to
time.

3. All such Borrowers will be opening individual Credit Lines at the Bank and the
loan amount will be disbursed through the said Credit Lines within the said maximum
limit for the BC. Bank will open a Pointing Current Account of the BC in which the loan
amount will be transferred by the bank. BC will further transfer the loan amount to
the borrower. At the time of repayment the borrower will deposit the loan amount in
the Pointing Current Account of the BC from where the Bank will adjust the Credit Line
of the borrower. However borrower is free to directly deposit or withdraw money in his
credit line account maintained with the Bank.

4. That all such accounts/documents shall be subjected to internal/external/RBI

audit as and when deemed necessary by the Bank/any statutory authority. The
accounts of each and every borrower sourced to the Bank are to be maintained
individual Borrowers wise and shall be in a form and manner as specified by the Bank.

5. In consideration of the Bank financing the Borrowers, the BC shall be

submitting Post Dated Cheques for an amount equal to 100% of the limits sanctioned
or as such percentage of the limit sanctioned as stipulated by the Bank in the
sanction letter dated ___________, and shall be offering tangible collateral security of
value, at least 10% of the total sourcing limit sanctioned to it or liquid security of
value, at least 7.5% of the total sourcing limits sanctioned to it or such percentage of
the total sourcing limit as stipulated by the Bank in the sanction letter dated
and in the event of the default in repayment of the financial assistance sanctioned to
the Borrowers, the Bank shall have the right to enforce the security created by the BC
in favour of the Bank.

6. The total loss liability of the BC will be 100% of the loss to the Bank if the loss
incurred by the Bank is due to any misrepresentation in respect of the quality and
quantity of the stocks pledged to the Bank or due to the documents having been
forged or incomplete or any case of impersonation that would have occurred during
the course of complying with the Bank’s guidelines or the poor credit history of the
borrower sourced by the BC without proper due diligence.

However, the maximum loss liability of the BC will be 20% of the total business
sourced if the loss incurred by the Bank is on account of non-recovery or shortfall in
loan recovery from the borrower due to any other reason. In this regard, the BC
agrees to make good the above loss amount, within 15 days of receipt of such notice
from the Bank.

7. Responsibilities and obligations of the BC

The BC shall duly perform the following functions under this Agreement:
(a) Identification of Borrowers

The BC shall identify the Borrowers who would be eligible for financial assistance as
aforesaid, select the Borrowers based on their credentials and identify the credit needs of
the Borrowers for genuine requirements. The aforesaid identification exercise needs to be
carried out by the BC to the satisfaction of the Bank. The basic eligibility criteria for any
Borrowers to avail of any facility from the Bank shall be prescribed by the Bank from time
to time and communicated to the BC. Any violation of the basic norms will make the BC
liable for the dues, if any, of all the Borrowers who are not as per eligibility criteria
prescribed by the Bank. The Bank reserves the right to reject all or any of the
applications of the Borrowers so sourced by the BC.

(b) Identification of a storage structure for storage of goods pledged to the Bank

The BC shall identify suitable godowns/warehouses or storage structures and shall ensure
that the warehouses/godowns/storage structures are duly insured in accordance with the
guidelines laid down by the Bank for storage of the commodities pledged to the Bank. In
case the BC is the storage space owner, then it shall adequately insure the storage
space.

(c) Execution of documents by the Borrowers

The BC shall ensure that the Borrowers who have been granted loan, executes all such
documents as may be stipulated by the Bank from time to time, in such manner as the
Bank may prescribe from time to time. In his regard, the BC shall facilitate in the
documentation for the clients sourced, which includes collection, processing and
submission of loan applications in time after verifying primary information/data and KYC
documents.

(d) Conduit between the Bank and the Borrowers

The BC shall act as an interface between the Bank and the Borrowers and shall help the
Borrowers in furnishing all information and documents as may be required by the Bank in
such form as required by the Bank in the format prescribed by the Bank from time to
time.
(e) The BC shall (i) maintain a borrower wise stock statement of the Commodities
pledged to the Bank (ii) maintain on behalf of the Bank the stock report of such
accounts containing quality and quantity of the Commodities supplied by the
individual Borrowers to the satisfaction of the Bank and also conduct valuation of the
produce and report the same to the Bank as and when it is deemed necessary by the
Bank, (iii) monitor the stocks pledged to the Bank by the Borrowers to the satisfaction
of the Bank and shall maintain and provide report(s) /register(s)/ledger(s) in this
regard as may be specified by the Bank

(f) The BC shall arrange the delivery of the loan documents to the branch specified by
the Bank. The BC shall assist in the creation of pledge of the commodities in such
form as required by the Bank for such loan sanction by the Bank as per the general
terms of sanction.

(g) The BC shall undertake post-sanction monitoring of the accounts of the clients
sourced in order to avoid any account irregularities.

(h) The BC shall undertake follow-up for recovery and making arrangement for buyer/buy
back of the stock at the funded price or the prevailing market price whichever is
higher in case of default by the borrower.
(i) The BC shall intimate the Borrowers to provide for the top-up margin, on receipt of
information from the Bank that the margins on mark-to-market level have reached
17.50%. However, if necessary, the Bank may directly inform the borrowers to
provide for the top-up margin in case the margins on mark-to-market level have
reached 17.50%. The BC shall ensure that the necessary top-up margin is paid by the
borrowers.

(j) The BC shall coordinate with the Collateral Manager appointed by the Bank, if any, for
management of the commodities pledged to the Bank.

(k) Release of pledged stocks

The BC shall confirm with the Bank the amount that is payable by the Borrowers and
intimate the same to the Borrowers.

(l) Default by the Borrowers

The BC shall assist the Bank in recovering the dues of the Borrowers. In case of default or
non-release of commodities by the borrowers sourced by him, the BC shall assist the
Bank in selling of such assets (physical commodities) through public auction or
otherwise. In addition to the above, the BC shall assist the Bank in buying or arranging to
buy-back the commodities in case of default by borrowers and in seizure of any
commodities whatsoever created out of such facility granted to the borrowers and other
assets charged to the Bank to secure the said facility.

(m)Disbursing loan to the borrowers on behalf of the bank and collection of repayments
from borrowers as per the details provided by the bank from time to time. The
detailed cash handling process is stated in Annexure I.

(n) Attending the customer’s product related service requests, processing and forwarding
them to bank and coordinating with the Bank for the completion of these requests
and routing them back to the customers,

(o) Such other duties, function and operations as may be authorized in writing by the
Bank.

8. Insurance
i. The BC shall ensure that the borrower obtains insurance of the commodities pledged
to the Bank against fire and allied perils, including flood or any other natural
calamities, theft/burglary and earth quake against full market value. Further, the BC
shall ensure to note Banker’s lien in the insurance policy, in respect of cover obtained
for the commodities pledged to the Bank.

ii. The BC shall maintain at its own costs, throughout the tenure of this Agreement and
any extensions thereof, Insurance coverage for adequate amount in consultation with
the Bank, including but not restricted to, Comprehensive General Liability Insurance
covering accidental losses, bodily harm, injury and death of all individuals
employed/assigned by BC to perform the Services required under this Agreement.

iii. The BC shall also take, at its own costs, insurance policies for adequate amount
against dishonesty, theft, extortion, robbery, forgery, altered documents, fraud,
fidelity and/or any other dishonest acts on the part of BC's employees or
agents/subcontractors or representatives or employees of such agents/subcontractors
with the Bank as the loss payee/beneficiary.

iv. The BC further undertakes at its sole expense to provide for insurance of all property,
individuals, employees, agents or persons assigned to perform the services under this
 agreement, as may be required by the Bank upto such limits as may be specified by
the Bank from time to time.

v. The BC undertakes to provide such documentary proof of compliance with this section
as may be required by the Bank or its auditors or any other authorities.

vi. The BC shall promptly notify the Bank of any actual or potential claim under any of
the Insurance policies referred to in this Section. Each such notice shall be
accompanied by full details of the incidents giving rise to the claim. The BC shall
afford the Bank all such assistance as may be required for the preparation and
negotiation of any claim under an insurance policy.

9. Assignment and Transfer

The Bank shall have a right to sell or transfer (by way of assignment, securitization or
otherwise) whole or part of the financial assistance granted to the Borrowers and
outstanding amounts under the financial assistance or any other rights and obligations of
the Bank under this Agreement or any other document pursuant hereto to any person/
entity in a manner or under such terms and conditions as the Bank may decide in its
sole discretion without reference to or intimation to the Agent/Borrower.

The BC expressly agrees, in the event of sale or transfer as aforesaid, to accept such
person to whom the financial assistance is sold or transferred as the lender. The BC shall
not be entitled to directly or indirectly assign his rights or obligations under this
Agreement in part or in whole to any person.

10.Consideration
That for the service and assistance rendered as defined herein the BC shall be paid a
sum of rupees, which shall be equal to ___________% p.a. of the monthly average
outstanding balance of the physical warehouse receipt/storage receipt wise loan amount
disbursed and repaid. The commission shall be paid only for those accounts, which were
not overdue/irregular as on the last date of the previous month.

The BC agrees and confirms that the aforesaid is valid and sufficient consideration,
subject to deduction of tax at source, as per the Income Tax Act.

11.Indemnity
i. The BC also agrees that it shall indemnify and keep indemnified the Bank for any
losses incurred to the Bank due to any misrepresentation of facts in respect of the
quality and quantity of the commodities including the ownership etc. pledged to the
Bank or due to the documents submitted to the Bank having been forged or
incomplete or any case of impersonation that would have occurred during the course
of complying with the said acts specified herein or any loss incurred due to the failure
on the BC part in complying with any of the obligations under this Agreement/or due
to loss, if any, suffered by the Bank, due to the misdeeds, whether
intentional/unintentional, of the BC/its employees.

ii. The BC shall indemnify the Bank and keep the Bank indemnified fully and without
limit against all costs, claims, damages, expenses, fines, losses, liabilities and
penalties including attorney's cost, expenses accruing, incurred or suffered by the
Bank directly or indirectly arising on account of:

(a) failure by the BC to perform any of its obligations under this Agreement, in
accordance with the provisions of this Agreement;
 (b) any claim from any statutory authority or any employee/s or agent or employee/s
of subcontractors of the BC with respect to the terms of service of the employee/s,
agent/s, or employee/s of subcontractors of the BC, arising in relation to non-
compliance by the BC with any matter set out in Section 5 hereinabove;

(c) any act, commission or omission, negligence, fraud, forgery, dishonesty,

misconduct or violation of any of the terms and conditions of this agreement by
the BC/its employees/agents/subcontractors;

(d) any robbery, theft, extortion, misappropriation or accident in relation to any

assets or properties or documents or instruments of the Bank which are, or are
deemed to be, in the custody of the BC; and

(e) any and all adverse claims of whatsoever nature made on the Bank by the
Personnel.

iii. The BC shall be liable to pay the amount to the Bank, as determined by the Bank in
its sole discretion under this provision, on demand and the Bank shall be entitled to
adjust the amounts so determined to be due from the BC against the future payments
due by the Bank to the BC.

iv. The BC shall co-operate fully in defending any claim/s by any local, state or central
authority against the Bank with respect to any levies, taxes, duties, fines, and/or
penalties etc. due and payable by the BC, and shall indemnify the Bank, fully and
without limit, against the same. This provision shall survive the termination of this
Agreement.

v. The BC hereby agrees to indemnify and hold the Bank harmless from any loss, claim,
damage, costs or expense of any kind including reasonable attorney's fees, to which
the Bank may be subjected by virtue of a breach of any of the representations and/or
warranties

vi. Notwithstanding any other provisions of this Agreement, in no event shall the Bank be
liable to the BC for loss of profits or revenues, indirect, consequential or similar
damages arising out of or in connection with the services, materials or assistance
provided under this Agreement.

vii. Any operational loss which can be attributed due to negligence/ fraudulent activities
of the BC or its agents shall be borne by the BC.

12.Termination
i. This Agreement shall continue to be in effect from the date hereof and shall remain in
full force unless terminated as provided herein. This Agreement can be terminated by
either the Bank or the BC, by giving 30 days written notice to other party without
assigning any reason.

ii. The Bank and the BC shall continue to be bound by all rights and already existing
liabilities created or accrued as on date of termination of this agreement. That
termination of this agreement will not in any event release either the BC or the Bank
from the obligations arising out of any facilities already disbursed and shall cease
only on satisfactory liquidation of all the facilities disbursed by the Bank to the
Borrowers under this agreement.
iii. However, in case of any default on the BC’s part or on the part of the BC’s personnel
in carrying out the contractual obligations contained hereunder and if the BC fails to
rectify or cure the breach or default within 30 days from the date of communication of
such breach or default by the Bank, the Bank may terminate this agreement and the
BC shall not question or raise any dispute or objection in this behalf or claim any
compensation therefore.

iv. In the event if the bank fails to pay or credit the remuneration to BC’s account for
more than 90 days, BC shall terminate this agreement by giving 30 days’ notice to
the bank.

v. The unused stationery, deposit/withdrawal slips and all documents and databases are
the property of the Bank and will be treated with utmost confidentiality and must be
returned to the Bank or the BC shall destroy the same and give a certificate to the
bank confirming such destruction on termination of the contract.

13.Principal to Principal Agreement

That this Agreement is a Principal-to-Principal Agreement and shall not be construed as a
joint venture. The Bank and the BC shall be responsible for all their obligations towards
their respective employees. No employee of either party shall claim to be employee of
other party and each party shall indemnify and keep indemnified the affected party
against any loss or claim against the affected party by any of its employees.

The Bank shall impart requisite training to employees of BC as the Bank may deemed fit
and proper relating to the process, products and information for carrying out the
instructions of the Bank by the BC effectively.
The BC personnel, employees, agents, etc. have no authority/right to bind the Bank in
any manner. It is also clarified that the personnel employed the by the BC will be
governed by the terms of the BC’s employment and the BC alone shall be responsible
and liable in the event of any adverse claims of whatsoever nature made on the Bank by
the BC’s personnel, employees or agents.
The BC agrees that its employees shall be governed by the terms of employment of BC
and the Bank is not liable for any of their employment benefits. The BC confirms and
undertakes to adhere to applicable laws with regard to employees, licenses, permission,
from local/statutory authorities which are required in the normal course of its business.

14.Advertising
The BC agrees to advertise its services either alone or jointly with the Bank in offering
the products provided that no such advertisement shall be issued or published without
the written approval of the designated officers of the Bank. In all such advertising
materials, the BC agrees to prominently display that it is “An AXIS Bank Business
Correspondent”. If such advertising is issued or published by the BC alone without the
written approval of the Bank, it shall itself pay the cost thereof and if it is issued or
published jointly by the BC and the Bank, the cost thereof shall be borne in such manner
as may be mutually agreed in writing. The BC agrees to provide adequate space at its
business premises for the display of the Bank brochures and other promotional materials
in relation to the Products.

15.Severability
If any term or provision of this Agreement should be declared invalid by a court of
competent jurisdiction, the remaining terms and provisions of this Agreement shall
remain unimpaired and be in full force and effect.

16.Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of India
and shall be subject to the jurisdiction of the courts of______________.

17.Confidentiality and Secrecy

i. The BC acknowledges and agrees that all tangible and intangible information
obtained, developed or disclosed by the Bank, including all documents, data papers,
statements, any business/customer information, trade secrets and process of the
Bank relating to its business practices in connection with the performance of services
under this agreement or otherwise, is deemed by the Bank and shall be considered to
be confidential and proprietary information (“Confidential Information”) and shall not
in any way disclose to any one and shall be treated as the intellectual property of the
Bank.

ii. The BC shall ensure that the confidential information is not used or permitted to be
used in any manner incompatible or inconsistent with that authorized by the Bank.
The confidential information will be safeguarded and the service provider will take all
necessary action to protect it against misuse, loss, destruction, alterations or
deletions thereof. Any violation of the same will be liable for action under the law.

iii. If the BC is directed by Court Order, or other legal or regulatory request or similar
process to disclose information recorded on any documents or any of the Bank
confidential information, the BC shall immediately notify the Bank in writing, in
sufficient detail immediately upon receipt of such court order, legal or regulatory
request or similar process, in order to permit the Bank to make an application for an
appropriate protection order (which the Bank may pursue at its own expenses). Such
notice shall be accompanied by a copy of the court order, subpoena, legal or
regulatory request or similar process. However, the intimation to the Bank shall not in
any event prevent the service provider from compliance with directions of the Court,
other legal or regulatory request.

18.Sub-Contractors
i. The Business Correspondent shall not assign or subcontract any of its responsibilities
contained in this Agreement to any agent, sub-agent or subcontractor without prior
written permission of the Bank, which the Bank may deny at its absolute discretion
and if the Bank gives such prior written permission, it shall not be construed as
waiver of any accrued rights and/or liabilities and the Business Correspondent shall
be fully responsible for all acts and omissions of its contractors, sub-contractors or
agents.

ii. Nothing in this Agreement shall be construed as creating any contractual or other
relationship between the Bank and any such contractor/sub-contractor or agent, nor
any obligation on the part of the Bank to pay or see to the payment of any money
due to any contractor/sub-contractor/agent.

19.Inspection and Right to Audit

i. The BC shall keep complete and accurate books, records and information of all the
operations and expenses in connection with the services provided to the Bank in a
manner satisfactory to the Bank.

ii. The BC shall, upon reasonable notice allow the Bank, its management, its auditors
(both internal auditors and external auditors), RBI and/or any other nominee of the
Bank, the opportunity of inspecting, examining and auditing the records. The BC also
agrees to provide unrestricted access to the premises and its employees and any
 other assistance as may be required in relation to the inspection and audit as
specified herein.

iii. The BC shall co-operate with the Bank's internal or external auditor, RBI to assure a
prompt and accurate audit. The BC shall also co-operate in good faith with the Bank
and /or its nominee to correct any practices, which are found to be deficient as a
result of any such audit within a reasonable time after receipt of the Bank's audit
report.

20.Compliance with Laws

i. The BC confirms that it has a license or it shall obtain a license under the Contract
Labour (Regulation and Abolition) Act, 1970, if applicable, and shall comply with the
provisions thereon and shall defend/indemnify the Bank, its employees and Directors
against any actions that may be initiated for non-compliance of the said Act and the
Rules and shall also liable to such action as the Bank may deem fit and proper.

ii. The BC agrees that it shall comply with all applicable union, state and local laws,
ordinances, regulations and codes in performing its obligations hereunder, including
the procurement of licenses, permits and certificates and payment of taxes where
required. If at any time during the term of this Agreement, the Bank is informed or it
is brought to the notice of the Bank that the BC is or may be in violation of any law,
ordinance, regulation, or code (or if it is so decreed or adjudged by any court, tribunal
or other authority), the Bank shall be entitled to terminate this Agreement with
immediate effect without assigning any reasons.

iii. The BC shall establish and maintain all proper records particularly but without
limitation required by any law, code, practice or corporate policy applicable to it from
time-to-time including records and returns as applicable under the Labour Legislation.
BC further agrees that notwithstanding the termination of this agreement either by
the efflux of time or otherwise BC shall provide such details as above to the bank as
and when demanded for submission to the authorities. Any breach of this condition
shall entitle the Bank to claim such damages the Bank may suffer in this respect.

21.Arbitration
It is hereby agreed and understood that the parties hereto shall carry out this Agreement
in the spirit of mutual co-operation and good faith and that any difference, dispute or
controversies shall be resolved and settled amicably among the parties hereto. If,
however, amicable settlement shall not be possible, the parties hereto agree that all
disputes in connection with this Agreement or the execution thereof shall be settled by
arbitration. The appointing authority shall be agreed by both the parties. The number of
arbitrators shall be one. The language of the proceedings shall be English. In case of
failure of the parties to agree on the arbitrator, the same shall be carried out as per the
Arbitration & Conciliation Act, 1996. The Arbitration shall always be held in Mumbai and
the Courts of Mumbai shall alone have jurisdiction in the matter.

22.Regulatory Guidelines
Pursuant to the RBI guidelines on the outsourcing by Axis Banks the following additional
rules would apply:
i. The Axis Bank would have the right of continuous monitoring and assessment of the
process and procedure as well as Customer complaints, if any, so that any corrective
measure can be taken immediately,
ii. The Business Correspondent shall preserve all such documents and data that has
come to its possession or may come to its possession during the course of the
services to be provided to the Bank, in accordance with the legal/regulatory
obligations of the Bank.

iii. The Business Correspondent undertakes and agrees to ensure all Contingency plans
to ensure business continuity. In case the Business Correspondent is not in a position
to ensure such contingency plans for business continuity, the Business Correspondent
shall inform the Bank.

iv. The Business Correspondent shall co-operate with the Bank's internal or external
auditor, RBI to assure a prompt and accurate audit. The Business Correspondent shall
also co-operate in good faith with the Bank and /or its nominee to correct any
practices, which are found to be deficient as a result of any such audit within a
reasonable time after receipt of the Bank's audit report.

v. Conforming to the RBI guidelines on Outsourcing in regard to allowing the Axis Bank
to report to IBA, the details of the service provider, as may be required.

23.Non Exclusive Agreement

This Agreement is on non-exclusive basis and the BC shall not have any exclusive right to
provide the Services to the Bank. However, the BC will extend services of Axis bank on
exclusive basis on the mutually agreed warehouses of the BC. The BC may get engaged
or provide identical services or act as BC to any banks for which the Bank has no
restriction for the same. The Bank shall be free to engage any other BC or may entrust
services similar to the services or any part thereof to any other person/s.

24.Miscellaneous
i. No amendment or other modification of this Agreement shall be valid or binding on
either party hereto, unless reduced to in writing and executed by the authorized
officers of the Parties hereto.

ii. No waiver by either party of any breach or series of breaches or defaults in

performance by the other party, and no failure, refusal, or neglect to exercise any
right, power or option given to either party hereunder or to insist upon strict
compliance with or performance of the obligations under this Agreement, shall
constitute a waiver of the provisions of this Agreement with respect to any
subsequent breach thereof nor a waiver by such party of its right at any time
thereafter to require exact and strict compliance with the provisions hereof.

iii. All provisions of this Agreement shall be severable and no such provisions shall be
affected by the invalidity of any other such provision to the extent that such invalidity
does not so render such other provision invalid. In the event of the invalidity of any
provisions of this Agreement, it shall be interpreted and enforced as if all the
provisions thereby rendered invalid were not contained herein. If any provision of this
Agreement shall be susceptible to two interpretations, one of which would render the
provisions invalid and the other of which would cause the provision to be valid, such
provision shall be deemed to have the meaning, which would cause it to be valid.

iv. This Agreement would be governed in accordance with the laws of India. The courts
at Mumbai, India would have exclusive jurisdiction over all matters arising under this
agreement. Any dispute, controversy or claims arising out of or in connection with
this Agreement or any breach thereof, including without limitation, any claim that this
 Agreement or any part hereof, is invalid, illegal or otherwise voidable or void, shall be
submitted to arbitration in accordance with the Indian Arbitration and Conciliation
Act, 1996, for the time being in force. Each party shall appoint an arbitrator and the
two arbitrators so appointed shall jointly appoint a third arbitrator. The award given
by such arbitral panel shall be final and binding on both Parties to this Agreement.
The venue of arbitration shall be Mumbai, India. The arbitration proceedings shall be
conducted and the award shall be rendered in English language. The Courts at
Mumbai, India shall have exclusive jurisdiction over all matters arising under this
Agreement.

v. Any notice under this Agreement shall be considered valid if in writing, sent by either
Party (i) by registered air mail, or (ii) by facsimile confirmed by such mail, to the
respective registered office of the other Party or to such other address or addresses
as the Parties may specify by notice. Notice shall be deemed to have been given,
upon receipt by the addressee, if given by registered mail, and if given by facsimile,
one business day following the sending of such facsimile.

vi. Each of the parties hereto shall co-operate with the other and execute and deliver to
the other such instruments and documents and take such other actions as may be
reasonably requested from time to time in order to carry out, give effect to and
confirm their rights and intended purpose of this Agreement.

25.REPRESENTATIONS AND WARRANTIES OF BC

i. BC hereby represents and warrants that:

(a) it is duly incorporated and validly existing under the laws of the place of its
incorporation,

(b) it has taken all necessary action to authorize the execution and consummation of
this Agreement and will furnish satisfactory evidence of the same upon request.
An authenticated list of the officers of the BC who are authorized to sign and/or
execute this Agreement and/or other related documents and writings shall be
provided to the Bank duly authenticated,

(c) it has taken all action necessary (or will have by the Effective Date) to execute
and deliver and to perform its obligations under this Agreement,

(d) the execution, delivery and performance of this Agreement by the BC in

accordance with its terms shall not:

I. violate or conflict with its articles or memorandum of association or any other

organizational / constitutional documents;
II. constitute a violation of any law, regulation, order, writ, judgment, injunction
or decree applicable to it or any of its properties or assets, or violate any
license, permit, authorization, agreement, undertaking or other obligation to
which it is bound; or
III. there are no judicial or administrative actions, proceedings or investigations
pending or, to the best of its knowledge after due inquiry, overtly threatened
against it, which would have a material adverse effect on its capacity to
perform its obligations under this agreement and each of the other documents
referred to in this agreement to which it is a party.

ii. The BC hereby represents and warrants to the Bank that it shall not violate any
proprietary and intellectual property rights of any third party, including without
 limitation, confidential relationships, patent, trade secrets, copyright and any other
proprietary rights.

The BC further warrants to the Bank that, during the term of this Agreement, the
materials and services to be delivered or rendered hereunder, will be of the kind,
quality and timeliness designated as per the mutually agreed Quality and Schedule
Standards and shall meet specifications as well as manners as mutually accepted by
the Bank and BC from time to time.

Annexure I: Process Flow for handling of cash by the BC

*For an Individual

IN WITNESS WHEREOF the Borrower has hereunto put his hand and seal on
_______________________

*For the Company

THE COMMON SEAL OF : _______________________________Limited

having its registered office at : _____________________________________
has been hereunto affixed
pursuant to the resolution of its
Board of Directors passed at the
Meeting held on the : ________ day of ___________

*For Partnership Firm

Name :
Place of business :

Signed and delivered on behalf

of the Borrower by its partners : Mr./Ms.___________________
Mr./Ms.___________________
Mr./Ms.___________________
Mr./Ms.___________________
Mr./Ms.___________________

For the Bank

Signed and delivered by

Axis Bank Ltd by the hand

Of its authorized signatory : Mr./Ms.___________________

*PLEASE DELETE THE ENTRY WHICH IS INAPPLICABLE

 Annexure I

Process Flow for handling of cash by BC

1) After sanction & execution of documents, BC will stay in close contact with the
borrowers.
2) Borrower will deposit the goods in the warehouse/godown and a Warehouse Receipt
shall be generated.
3) Based on the Warehouse Receipt, CM will issue a Storage Receipt (SR) and a Quality
Certificate (QC).
4) The BC will send the SR and QC to the Bank branch.
5) Bank Branch Officer will lodge the receipt in the system and transfer the loan amount
from borrower’s account to the Pointing Current Account of the BC opened with the
bank.
6) BC will immediately transfer the loan proceeds from the Pointing Current Account to
the borrower and take an acknowledgement in return.
7) The BC will assist in monitoring of the credit line account of the borrowers sourced by
him and also help in recovery of loan.
8) Bank shall provide account wise due-dates to the BC in advance so that the demand
can be known and the overdue can be tracked.
9) On due date, the borrower’s repayments will either be directly credited to the
respective credit line facility account or through the pointing current account of the
BC.