AGREEMENT

Memorandum of Understanding
This Agreement is made at Mathura on ………………………. Between Dhruvi Net Zone having its office
at Plot No: 251/19, Patel Nagar, Maholi Road, Mathura, UP, INDIA 281001
(Hereinafter referred to as “CHANNEL PARTNER”)

AND
………………………………………………………………………………………having its office at …………………………………
……………………………………………………………………………….. (Hereinafter referred to as the “SERVICE
PROVIDER” which expression shell include its successors and assigns)

And whereas parties intend to collaborate on the terms specified in this MOU whereby

Now, therefore, the parties agree as follows.

NOW THIS MOU WITNESSETH AS FOLLOWS:

Site Usage -

1. This MOU shall come into force with effect from December 16th, 2016 and shall remain in
force for a period of 12 months, unless terminated earlier in accordance with the
provisions of this MOU (“Term”). Upon or prior to expiry of the Term, the parties shall
discuss the possibility of extending the Term of the MOU for further period of 12 months,
on the terms and conditions mutually agreed.
2. Service Provider shell grant license to “CHANNEL PARTNER” to have an access to all its
details. The “CHANNEL PARTNER” shall not use the confidential data of Service Provider,

1
 other than the process. In case any faulty action is found, the “CHANNEL PARTNER” will be
liable.

Financial Terms

3. The Financial terms are as follows

a. Nature of Work-- Entering Data into VPN Application
b. Monthly Work Volume-- UNLIMITED CAF
c. Worked Application Rate-- 0.80 paisa Per CAF Form Entry
d. Monthly Billing-- UNLIMITED
e. System Required initially -- Minimum 10 Seats (24X7)
f. Contract Duration-- 11 Months Initially then after extendable for 2 years
g. Payment Cycle-- 50 Days (1st payment only) then 30 days continue

Miscellaneous

4. The access and all other rights provide by Service Provider shall be used by the “CHANNEL
PARTNER” only for the specified purpose; no other uses shall be done without the
knowledge of Service Provider.

5. Any information that may be disclosed or made available by a party, from time to time, to
other party, pursuant to or in connection with this MOU , shall be treated as confidential
and shall not be used for any purpose other than in connection with this MOU, whether or
not such information is marked confidential.

6. This MOU may be terminated by either party with 30 days prior written notice if the other
party:

a. Has been in material breach of its obligations under this MOU and has
failed to cure such breach, where such breach is capable of cure, within 7
days of receiving notice of such breach from the party seeking to terminate
this MOU ; or

b. Is subject to any bankruptcy, liquidation, receivership, administration or

restructuring proceedings filed voluntarily or by secured creditor or is
otherwise subject to the appointment of any official liquidator or
administrator by a competent court or tribunal or enters into a scheme or
arrangement with creditors for the purpose of reconstruction, rescheduling
or rehabilitation of its debts due to financial distress or admits in writing its
inability to pay debts as they become due; or

c. Admits to being, or is found by court of competent jurisdiction to be

involved in any fraudulent or criminal activity.
7. In the event of any claims dispute or differences arising out of, or connected with this
MOU, the courts at Mathura (UP) shall have sole and exclusive jurisdiction with respect to
the party and the subject matter hereof.

8. Any notice, direction or other instrument required or permitted to be given under this
MOU shall be in writing and given by sending it by recognized courier with
acknowledgement of receipt requested, or by facsimile or electronic mail to the address of
each party previously notified to the other or to such changed address as is notified
pursuant to this MOU. Any notice or other direction required to be given under this
agreement shall be deemed valid and effective on the business day immediately following
its delivery, or transmission as the case may be.

9. This MOU may only be varied by an instrument in writing, duly signed and
executed by both parties.

10. This binding MOU sets out the complete understanding between the parties in
regard to the subject matter of the MOU and is the entire agreement of the parties
on the same and supersedes and cancels all prior understandings, agreements and
communications whether oral or written concerning such subject matter or
otherwise with respect there to Intending to be bound, the parties here to have
executed this MOU on the dates set out below.

Signed by: [ ] Signed by (director)

ASHUTOSH SHARMA

Authorized signatory, for and on behalf of

………………………………………………………………………
………………………………………………………………………
………………………………………………………………………
Date:

Date: