Agreement Data Services

AV Technologies – IT Consulting and Solutions People Tree Software – Enabling & Empowering People…

Memorandum of Understanding (MOU) AGREEMENT BUSINESS ASSOCIATION AGREEMENT This Memorandum of Understanding (MOU) AGREEMENT made at Bangalore on this day ____ Aug 2009 BETWEEN AV TECHNOLOGIES, A Technology consulting and training company and having its Corporate Office at #1866,41th Cross ,9th Block Jayanagar Bangalore (hereinafter referred to as "Business Associate 2", which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the OTHER PART AND __________, A BPO Business Firm and having its Corporate Office at ________________ __________________________________,

Karnataka.

(hereinafter

referred

to

as

"Business Associate 1", which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the OTHER PART

WHEREAS the Business Associate 1 is conducting the Business of Outsourcing the IT & IT Enable Service Industry, Software Development, Medical Transcription, Business Process Outsourcing (BPO), and Call center etc., and they entered into an agreement to execute the Form Filling Operations which needs to be executed through various delivery agencies those having basic infrastructure and able to complete the work in time bound period. AND

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AV Technologies – IT Consulting and Solutions People Tree Software – Enabling & Empowering People… WHEREAS The Business Associate 2 is conducting the Business of “Business Processing Outsourcing” (BPO) and Knowledge Process Outsourcing (KPO) etc and have the necessary Expertise and Man Power required conducting the same. NOW

Both for further expansion wish to join hands under following Business Terms and Conditions, for “Project Name” Process to be run in Mysore in the Office of Business Associate 2 where they have a furnished office, required Infrastructure, Expertise, Man Power etc which is to be utilized for the purpose of conducting the below mentioned Project outsourced from Business Associate 1 to Business Associate 2.

INTERPRETATION 1. All references to a specified Clause or Schedule shall be construed as a reference to that specified Clause or Schedule. 2. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words denoting gender shall include both the genders. 3. All references to a number of days mean working days, unless expressly indicated otherwise. 4. Any reference to a time limit in this Agreement shall mean a time limit set out in the relevant Clause or such other time limit, which may be agreed mutually in writing by the Parties. 5. In this Agreement, the headings are inserted for ease of reference only and shall not be used to limit or restrict any of the provisions of this Work Order. 6. This

Agreement constitutes

the

entire

agreement between the

parties

and

supersedes all prior contemporaneous agreements and understandings, whether written or oral, between the parties.

PERFORMANCE, REQUISITES, WORKING OF THE CONTRACT

1. The Business Associate 2 shall perform the Contract according to the highest professional standards. The Business Associate 2 and Business Associate 1 shall have

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AV Technologies – IT Consulting and Solutions People Tree Software – Enabling & Empowering People… sole responsibility for complying with all legal obligations incumbent on them, notably those arising from employment law, tax law and labor legislation.

2. The Work is to be done on weekly/fortnightly basis and then returned to the Business Associate 1 for verification, Quality Check and clearance of payments. This Work Order has been prepared keeping in accordance the prevailing law, like Arbitration Rules of the International Arbitration Center (IAC Rules), Official Secrets Act, International Sale of Goods, etc.

3. The Business Associate 2 will provide services to the First Party through its employees or partners or may engage any number of agents at its premises or in other partner’s office at other places for this purpose.

4. The Business Associate 2 shall perform the Contract on its own premises or in the other business associates / partners premises.

5. The Cost for the Infrastructure, Start-up Expenses, and Recruitment Procedures etc will be borne by Business Associate 2. There will not be any Compensation or reimbursement of any kind whatsoever for the same in any circumstances from Business Associate 1 under any conditions.

Liability

1. The Business Associate 1 shall be liable for loss/damage sustained by the non payment or delay in the payment of the monthly Billing amount or other payments to Business Associate 2 from the Business Associate 1 in the performance of the Contract.

2. The Business Associate 2 shall not be liable for damage sustained by the Business Associate 1 or his staff, board of directors/partners in the performance of the Contract. 3. The Business Associate 2 shall be liable for any loss or damage caused by himself or his staff, board of directors/partners directly or indirectly, in the performance of the Contract. The Business Associate 1 shall not be liable for any act or default on the part of the Business Associate 2 during the performance of the Contract.

PENALTIES

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AV Technologies – IT Consulting and Solutions People Tree Software – Enabling & Empowering People… In case of a failure concerning the quality requirements, the penalty will be determined in proportion to the magnitude of the failure, from Business Associate 1 to Business Associate In case of payment not received upon completion of work as per work order, business associate 1 is liable to pay interests charges for delays in payment for more than 2 weeks at % of principal which is considered as payment due to made by Business associate 1 to business associate 2 SEVERABILITY Unenforceability of any provision of this Work Order shall not affect any other provisions herein contained. Instead, this Work Order shall be construed as if such unenforceable provision had not been contained herein.

TURN AROUND TIME 1. To facilitate smooth working, the Business Associate 1 shall provide 1 month of Buffer Stock of Raw Data to the Business Associate 2 on start of every week 2. After submission of the work to Business Associate 2, a quality check is done at its end and quality report will be generated in will be sent to the Business Associate 1. 3. After completing the work and submitting the soft copy of data to Business associate 1,Business Associate 2, will raise a payment invoice, which will be cleared and paid in maximum 5 days from the invoice raising day by business associate 1.

ROUND DELIVERY METHOD Business Associate 1 will deliver the unprocessed Work for Production (WFP) to the Business Associate 2 through books and hard copies. The Processed Data checked by Business Associate 2 with a delivery memo via Fax and Email (Both) to the designated QA/QC Designated Person of the Business Associate 1.

FINANCIALS, WORK COMMITMENT

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AV Technologies – IT Consulting and Solutions People Tree Software – Enabling & Empowering People… 1). Business Associate 1 will provide the raw data in form of hard copies on Turn Key Basis to business associate 2. Out of the same, the Business Associate 1 will provide minimum Work Load. 2). The Rates per page is fixed as Rs14 per form/per page. These charges would be paid to business associate 2 by business associate 1 on submission of data. 3). The Business Associate 1 will charge processing fee of Rs.1, 50,000 at the time of signing of the contract. This fee is refundable to Business Associate 2 in case of business associate not able to sign the contract or provide work order for 11 months or billing amount agreed is not provided by business associate 1 for more than 2 weeks to business associate 2 or termination of this agreement within 3 months of signing. 4)Business Associate1 will also charge consultancy fee of Rs 9000 per seat fro 20 seats to 40 seats, which is to be paid to the business associate1 at time of signing of this contract. This amount would be refundable entirely 100%, in case of billing is not provided for any time of contract for more than 2 weeks by business associate 1

or termination of

this agreement within 3 months of signing. 6.) The Business Associate 1 will have the Bank Guarantee, SBLC and a copy of all other supported documents with them issued from the parent company. The Bank guarantee amount will be equal to the amount of Two months billing and on revolving basis. 7.)All payments made to each of parties will be through cheque or Bank DD NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. This Business Associate Agreement is valid for Twelve (12) Months after the signing date referred as Business Association Period, and can be renewed after that on mutual agreement as per the terms and conditions decided by both the parties at that point of time. 2. Similarly Business Associate 2 will not be liable for any issues before or any other issues arising due to any reason not related to the said business of Business Associate 1.

3. On termination of this agreement, whether by maturing or by revoking, the Business Associate 1 will not use the name of Business Associate 2 anymore in any regard.

4. Similarly on termination of this agreement, whether by maturing or by revoking, the Business Associate 1 will not use the name of Business Associate 2 anymore in any regard.

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AV Technologies – IT Consulting and Solutions People Tree Software – Enabling & Empowering People… 5. The Business Associate 1 and Business Associate 2 will follow the above amicably assist each other and run the Business smoothly for mutual benefit.

6. All legal matters are subject to Bangalore Jurisdiction only.

Signed on this day of ___ in month of __________ of year 2009.

Mr. For :-

Seal

Mr. For :- .

Seal

Witness : 1) Name : Address : Sign : 2) Name : Address : Sign :

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