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PROVISIONAL RESURGENCE FORM FILLING SLA (Service Level Agreement)

This Agreement executed on 24th September 2011 by and between XXXXXXXXXXXX having office at XXXXXXXXXXXXXXXXXXXXXXXXXXXXX. Herein after for brevitys sake referred to as Client, which expression shall, unless exclude by or repugnant to the context, be deemed to mean and include its permitted assigns and successors-in-interest. AND M/s. XXXXXXXX Represented by Ms. xxxxxxx having its office at, XXXXXXXXXXXXXX (Hereinafter for brevitys sake referred to as Business Associate.) Which expression shall, unless excluded by or repugnant to the context, be deemed to mean and include its permitted assigns and successors-ininterest). Whereas the Client is engaged in the business of outsourcing the business for the IT and IT enabled services industry and whereas it has entered into an agreement with it's principals (herein after referred to as "Principals") to execute the data entry operations described in detail in the scope of work, which need to be executed through various delivery partners. Presently it is in a position to procure the business for form filling more meaningfully described in the column Scope of Work, through their principals. AND WHEREAS the Business Associate is engaged inter alias, in the business of providing a wide Spectrum of software solutions & services. The Business Associate has acquired the necessary expertise and developed the requisite skill base and infrastructure for successful execution of Form Filling Projects. This Agreement represents the business Agreement and operational understandings between the parties and shall remain in effect for a period of One year from the date of execution hereof or from the date of providing the first data whichever is later & can be extended for the period as mutually agreed upon, for the purpose. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS: 1. Scope of Work: The Business Associate will diligently carry out PROVISIONAL RESURGENCE FORM FILLING of *.jpeg to *.MDB database file format using customized software. Business Associates will get*.jpg/ *.tiff/ *.PDF on a regular Bimonthly basis along with customized software. The Business Associate should submit the converted data, which has been tested for readability and has undergone the entire quality process and accuracy levels, in accordance to the instructions as supplied, through CD on monthly basis.

Client agrees to provide validation formats/Process document and other necessary information for processing documents to the Business Associate at the time of work commencement. 2. Price: For the PROVISIONAL RESURGENCE Form Filling services rendered by the Business Associate, they shall be entitled for payment of price Rs14 per form. The Business Associate shall raise invoice every 15 days with the data. The Client will pay each bill within maximum 7 international working days, from the date of issue of Quality Check Certificate. The Invoice can be raised through e-mail or Fax and followed by hard copy. Q.C. Certificate will be provided in 7 10 International Working Days from the date of submission.

3. Association Fee(s): The Business Associate shall have to pay a non refundable amount of Rs40,000 INR for 10 seats as training and software charges. This has to be paid in the form of DD/ account Transfer. 4. Billing: Client will provide workload of 36,000 Forms/Month for 10 seats (min.)= 1 slot. This SLA has been signed for 10 systems. Hence maximum monthly billing for 1 slot will be 36,000*Rs14 ie, (FIVE LAKHS FOUR THOUSAND)approximately .The Client will make the payment for the Bi-monthly billing within 7 INTERNATIONAL WORKING days from date of raising the bill subject to the quality certification. 5. Accuracy: Client must provide adequate feed back within 10 working days for all data and on completion of quality check shall issue a quality certificate. Both parties agree to assure highest quality of end service. Following cycle for accuracy will be followed. Accuracy Parameters: 98-99.99% : accuracy level: .Rs14 INR per form 96-97.99% : accuracy level: Rs10 INR per form 93-95.99% : accuracy level: Rs 6INR per form 90-92.99% : Rework available once Below 90%: no payment will be issued and the contract will be terminated without further notice. No unwanted claims will be entertained hereafter. No partial data submission will be entertained. 6. Short supply of Data: If the Client fails to provide the data in full or if there is short supply of Data more than 30% during any month time, then the Business Associate shall be compensated to the extent of 20% of such short supply/non supply of Data. As well as if business associate fails to complete scheduled data, then agreement will be terminate.

7. Client agrees to provide formats and other information for processing the job to Business Associate at the time of providing the data. Business Associate will get 24 hrs to come up with any queries if they have after training and demo data will be allotted for two days and on the third day they will be allotted with the live work and once they receives the live work 48hrs will be allotted to the business associates to come up with any issues or queries they have afterward no queries will be entertained. Demo data is just for practise and no QC for the same will be issued and partial data submission will not be entertained. 8. Telecommunication cost applicable at each end shall be borne by the respective parties. 9. Business Associate will execute the data processing work provided by Client through experienced persons in such manner so as to carry out the work efficiently at minimum of 96% accuracy for out files. Demo data is just for practise so no QC is generated for the same 10. The Client must acknowledge the accuracy & completeness of the processed document file received within a period of fifteen international working days from the date of receipt of the same.In case any document is missing; Client must inform Business Associate within fifteen working days, otherwise the data submitted by Business Associate will be treated as 100% accurate according to Specification's provided by Client. 11. This agreement represents the business Agreement and operational understandings between the parties and shall remain in effect for a period of Twelve months from the date of execution hereof & can be extended for the period as mutually agreed upon till eighteen month. The clients' specifications in terms of quality and other parameters that shall be issued by the Client/their principals from time to time and acknowledged by the Business Associate shall be read with this agreement. 12. Termination: - If Business Associate fails to submit data on time or, If Business Associate fails to give accuracy of 98% in all output files in spite of rework, Client reserves the right to terminate the agreement with immediate effect. And, Client will not be responsible for processing any further data and payment to the Business Associate. 13. This AGREEMENT may be terminated by any of the parties for breach of understanding on any clauses of this agreement giving 30 days notice to either party giving clearly account of the reasons for such termination. With the mutual consent of both the parties, this AGREEMENT can be terminated at shorter notice. On termination from either party for whatever reason, the payments due to Business Associate for the work done till the date of termination should be paid as per payment clause of the Agreement. 14. No modification of the terms of this AGREEMENT shall be valid unless it is in writing and signed by all the parties.

15. Force Majeure: If the rendition of the Form Filling Services is hampered due to earthquake, flood, tempest, civil riots or Act of God then the Business Associate shall be absolved of its obligations hereunder till normalcy is restored after the cessation of the aforementioned contingencies. The Business Associate shall likewise be absolved if rendition of the services is hampered due to a strike called by the date entry operators engaged by the Business Associate, violence or political turbulence or for any other reason of a similar nature, which is beyond the control of the Business Associate. 16. Waiver: Failure or abstinence by either party at any time to enforce any provision of this Agreement of their rights hereunder or to require performance of any provision hereof shall in no way affect the validity of this Agreement or any part hereof or the right of either party at any time thereafter to enforce its rights hereunder; nor shall it be taken to constitute a condo nation of that default or any other or subsequent default. 17. Severability: Unenforceability of any provision of this Agreement shall not affect any other provisions herein contained; instead, this Agreement shall be construed as if such unenforceable provision had not been contained herein. 18. Variation: Except as otherwise expressly provided in this Agreement, this Agreement may not be changed or modified in any way after it has been signed, except in writing signed by or on behalf of both of the parties. 19. Dispute Resolution & Jurisdiction: In the event of any dispute or difference arising between the parties hereto relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification, validity, enforceability, termination or rescission thereof, including the rights, obligations or liabilities of the parties hereto, the same will be adjudicated and determined by arbitration. The Indian Arbitration & Conciliation Act, 1996 or any statutory amendment or re-enactment there of in force in India, shall govern the reference. Either party shall appoint their respective arbitrator, or both arbitrators thus appointed should appoint the third Arbitrator who shall function as the presiding Arbitrator. The venue of arbitration shall be WEST BENGAL. The Courts in the city of WEST BENGAL shall have exclusive jurisdiction to entertain try and determine the same. 20. Both the parties hereby agree neither to Circumvent or nor to disclose the identities, Information as well as the essence of the project etc of each others/Principals, clients etc to any other Third party and neither of us will approach each others contracts as identified from time to time.

IN WITNESS WHEREOF the parties hereto have executed these presents on the date hereinbefore written:

Business Associate: For Authorized Signatory Signatory

Client For Authorized

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