Agreement

This agreement is made on _th day of at New Delhi by and between:

Mis Telecommunications Consultants India Limited, a Company registered underthe Indian Companies Act 1956, with its registered and corporate office at TCllShawan, Greater Kailash-1, New Delhi - 110048, hereinafter referred to as "TCll",which expression shall include its successors and its permitted assigns, of one part.

AND

Mis ----' registered under the Indian Companies Act 1956, withits registered office at , hereinafter referred to as "CSP(Cloud service provider)", which expression shall include its successors andpermitted assigns, of the other part.

"TCll" and "CSP" are individually referred to as "Party" and collectively as "Parties".

The Government of India has decided to implement "Digital MSME" Scheme for thepromotion of Information and Communication Technology in MSME Sector. TheScheme envisages promotion of Information and Communication Technology (ICT)applications to make MSMEs "Digital" by adopting new approach of cloud computing.(Notification wide letter no. 81(12)/NMCP/ICT/Misc.l2016-17 dated 31.05.2017 andScheme Guidelines). Initially the Scheme will be implemented for the period of 3Years which may be extended, if required, with the approval of Competent Authority.Initially, following four applications will be made available to MSMEs through CSP:

a. ERPb. Accountingc. Manufacturing I Designd. Regulatory Compliances including GST.

More applications may be added need based in due course of time.

WHEREAS TCll has been nominated as "Implementing Agency" by Ministry ofMSME, Nirman Shawan, New Delhi and will be responsible for facilitating ,implementation and monitoring of Cloud Computing Services by empanelling variousCloud Service Providers (CSPs).

WHEREAS CSP is in the business of providing Cloud services in the form ofSoftware as a Service (SaaS) and has....................................................................................................... (package name) to offer under the scheme.

Now, therefore, TCll appoint/nominate .as one the Cloud Service Provider on the following terms & Conditions:

1. CSP will work in close coordination with TCll and Ministry of MSME to fulfill theobjectives of the scheme.

~\~

~ 3JG<'rolT I VINAY AOLAKHA\31J ~ I Deputy Director"*f'1'Vn ~ , Govl. of India

~ ~lffi" ..,.. ~~(~.,.. Tf·-U)Offlc. of the Dovelopment Commi•• ion", CMSME,~_. <'fq ~ ~ ~""f'f -.r-st'.,p:jMln'a"y .t Mlcr.p Sma" & MediumEnterprise.

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2. Awareness Programs and Workshops will organized by field units of MSME tocreate awareness amongst MSMEs. CSP shall essentially involve in Awarenessprograms and workshops as and when required along with TCIL. Apart fromtechnical deliberations, there will be live demonstration of ICT through CloudComputing Services by CSP.

3. For another type of business promotions like Regular media campaign throughelectronic, print media and radio, making of Documentary/Short films on benefitsof adopting ICT technology and Preparation and printing of book of knowledge onICT, study material on cloud computing and success stories of MSME sectorimplemented ICT etc will also be done and CSP shall provide the necessarysupport as and when require for successful business promotions.

4. CSP shall not be paid any cost or TAIDA for promotional activities. CSP shallbring its own material (Brochures, Banners and posters etc.) for promotionalactivities.

5. TCll will provide a portal which will display the list of CSP's along with theirservice, charges, service level agreement, comparative cost of similarapplications, features and specifications of their services, workflow to avail theservices.

6. CSP shall make available the services on portal as per requirements within thestipulated timeline so that the portal gets suitably hyperlinked with the portal ofCSP.

7. Digital MSME Web Portal will have the Payment gateway for MSMEs monthlypayments to CSPs.

orThe portal of CSP shall be further linked to payment gateways.

8. CSP shall provide usage details like duration (time) and volume (data) or anyother parameter so desired on monthly basis to TCll.

9. CSP will provide offered cloud service to MSME as per the agreed terms andconditions of the SLA (Annexure-II) with the MSEM. Broad Service Criteria of theSLA is attached at Annexure -III. Both Annexure-I and Annexure-II will form partof this agreement. CSP as per policy will issue monthly bill to MSME. MSME willmake full payment to CSP. MSMEs will make full payment to CSP.

10. CSP will provide the billing and payment details to TCll to enable TCll to releasesubsidy to MSME.

11. TCll will transfer subsidy, wherever applicable, in the account of MSMEs throughDBT route.

12. In case MSME decides to quite from the service or vise-versa, all the data will beprovided to MSME in electronic form.

13. In case CSP decides to discontinue its service, then they will give 6 monthsnotice in advance and will provide complete data to all the MSME in electronicform.

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14. In case any dispute with MSME with respect to service provided by CSP, TCllshall not be liable in any circumstance any. Any dispute or claim in respect of theservices utilized by MSME shall be between MSME and CSP and TCll shall notbe liable for any claim of any nature what so ever. In case any dispute betweenCSP and MSME is not resolved amicably, TCll may intervene and decision ofTCll in this regard may be binding to both the parties.

15. CSP will not share or disclose the data of any MSME to any other CSP or MSMEwithout written consent of the party

16. The term of this Agreement shall be for 36 months ("Term") from the date ofsigning of this Agreement ("Effective Date"). All obligations hereunder shall onlyapply during the Term of this Agreement and to such obligations andcommitments in relation to the Scheme, as may have been undertaken by theParties during the Term with validity exceeding the Term. The Term of thisAgreement can be extended by mutual agreement between the Parties,depending upon the requirement.

17. Nothing in this Agreement shall constitute, create or give effect or recognize a JV,partnership or business entity of any kind

18. This Agreement shall be construed and governed by the laws of India and theparties hereby submit to the exclusive jurisdiction of the Delhi Courts of law.

19. Any matter, which is not stipulated in the Agreement, shall be settled in good faithby discussion among the parties in the spirit of understanding and cooperation.

20. All disputes or differences whatsoever arising among the parties under and/or inconnection with and/or in respect of this Agreement shall be referred to anddecided by a sole arbitrator, who shall be appointed by the CMD, TCll. Thearbitration shall be conducted in accordance with Arbitration and Conciliation Actof 1996 and the venue of the arbitration shall be in New Delhi.

21. During its Term, this Agreement will be terminated in the event of

a. CSP withdrawing the offer provided it does not create any financialobligation on TCIL. In case of financial obligation, the same shall berecovered from CSP.

b. During regular performance checks, if complaints resolution is verypoor.

c. Bankruptcy proceedings being initiated against either of the Partiesd. Mutual agreement between the "Parties"

In any case, the CSP will provide complete data to all MSMEs in electronic form.

22. Notices and other communications under this Agreement shall be in writing andcommunicated through post, courier, fax, email or any other recognized mode ofsuch communication. All such notices and communications shall be directed tothe address as mentioned in the Agreement.

23. CSP shall deposit Rs. 1 lakh towards non refundable registration fees for twoyears to TCIL.

24. By signing this Agreement, the "Parties" acknowledge that it correctly records theunderstanding they have reached with regard to the Project.

~"~ ~I VINAY ADLAKHA~ ~ IDeputy Director

~ ~ ~ I Gov •. o' Ind ••3IT!l~ "itiT ... , .. f ......(~ COl. "f. ",.)

Oft'c. af 1~.Dev.l~pm.ntComml•• 'on.r (MSME,'fl.-. "'"l ~ ~ ~ ~~~ni.1'Y of Micro. Smelt & M.d'um Enterprlaos

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to beexecuted in duplicate to be effective as of the Effective Date, by its duly authorizedrepresentative.

(For Telecommunications (For _India Ltd.) Private Limited)

Consultants

Signature: Signature:

Name: Name:

Designation: Designation:

Date: Date:

Witness: Witness:

Encl:1. Guidelines- Digital MSME Scheme Annexure -I2. SLA Annexure-II3. Broad SLA Annexure-III

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AnnxCloud Service Provider Name -

S.No Broad Service Criteria of Service Level Agreement (SLA)

1 Availability(e.g. 99.99% during work days, 99.9% fornights/weekends)

2 Performance(e.g. maximum response times)

3 Security / privacy of the data(e.g. encrypting all stored and transmitteddata)

4 Disaster Recovery expectations(e.g. worse case recovery commitment)

5 Location of the data(e.g. consistent with local legislation)

6 Access to the data(e.g. data retrievable from provider inreadable format)

7 Portability of the data(e.g. ability to move data to a differentprovider)

8 Process to identify problems andresolution expectations(e.g. call centre)

9 Change Management process(e.g. changes - updates or new services)

10 Dispute mediation process(e.g. escalation process, consequences)

11 Exit Strategy with expectations on theprovider to ensure smooth transition

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