BLOCKCOORDINATORAGENT AGREEMENT

THIS BLOCKCOORDINATOR(“Agreement”) is executed on the date mentioned in Annexure - I (“Effective Date”) at Udaipur by and between:

Mewar Education Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 15,Darshanpura, Behind Hotel RaghuMahal, Kumharon Ka Bhtta, Udaipur-(Raj.)313001 and its principal place of business at 25, Mehta Jiki Bari, Behind Hotel Maan, GulabBagh Road, Udaipur(Raj.)313001(hereinafter referred to as “MEPL”, which term shall, unless repugnant to the context or meaning thereof, mean and include its assigns/ees, affiliates and successors) of the One Part;

And

Block Coordinator Agent/BCA, more specifically identified in Annexure – I, hereto (hereinafter referred to as “Block CoordinatorAgent/BCA” which term shall include its administrators, successors, legal heirs and permitted assigns) of the Second Part.

MEPL and BCA are hereinafter collectively referred to as "Parties" and individually as "Party".

WHEREAS:

That said BCA has requested MEPL to deploy him/her as a "Block Coordinator Agent" for Paytm Payments Bank Limited (hereinafter “PPBL”) for such specific area(s) which shall be mutually agreed between the Parties during the Term of this Agreement. The BCA shall be assisting PPBL in providing financial and banking services as specified in this Agreement.

NOW, THEREFORE, in light of the aforementioned recitals which shall form an integral part of this Agreement, and for the other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, it is hereby agreed between the Parties as follows:-

1. The Service area of the BCA shall be such specific area(s) which shall be mutually agreed between the Parties during the Term of this Agreement.

2. The deployment of BCA would be initially for a period of 12 months from the Effective Date (“Initial Term”) and on satisfactory performance and as decided by MEPL, for the scope of service as more particularly captured in Schedule – I, hereto, is automatically extend for a further period of Initial Term unless terminated by either Party in terms of this Agreement (“Term”).

1. Roles & Responsibilities of BCA

1.1. BCA hereby expressly acknowledges, confirms and agrees to carry out all the roles and responsibilities mutually agreed between the Parties, which are more particularly captured at Schedule – I, hereto.

1.2. The BCA will be undertaking activities through itself only. The BCA shall be solely liable for the acts and omissions on behalf of its employees and/or personnel.

1.3. The remuneration entitled for the various types of services to be rendered by the BCA as per the schedule of charges payable

2. BCA Application Refundable SecurityFees

2.1. BCA Application Refundable Security term & condition

  1. The BCA acknowledges, confirms and agrees for paidsecurity amount.
  2. Security amount will be 2500/- which is refundable
  3. In case of fraud committed or attempted fraud by BCA, MEPL shall have the right to terminate this Agreement without any notice and the Security Deposit and of BCA deposited with MEPL shall be forfeited, even if a default is committed in any of the projects being undertaken. MEPL reserves the right to initiate appropriate legal actions/measures against the BCA. The BCA shall not be discharged from obligations captured and agreed under this Agreement, unless all the records maintained by the BCA are handed over to MEPL /PPBL.

3. Representation & Warranties by BCA

3.1 That the BCA is eligible to be engaged as BCA as per the scheme of PPBL.

3.2. That the BCA is not a defaulter of any Co-operative Credit Society/any bank/any other financial Institution.

3.3. That the BCA has knowledge of local area/ people/ socio-economic condition/ language in the areas of operation.

3.4. That the BCA is not an office bearer of any political/ religious organizations.

3.5. That there are no any criminal record/adverse reports against BCA.

3.6. That BCA is not owned or controlled by any director or officer/employee of MEPL / PPBL or their relatives.

3.7. That the BCA shall perform their services in accordance with the terms and conditions set out in this Agreement and adhere to all applicable laws and in compliance with procedures/ guidelines laid down by RBI, PPBL and One 97.

4. General Terms and conditions for BCA

4.1. BCA shall adhere to the extant RBI guidelines/instructions on Fair Practices Code, their own code and PPBL policies on BC, KYC, Information Security, Risk Management and Compliance. BCA shall deliver high level of customer service as per the Bank’s customer service policies.

4.2. Prior approval/consent by MEPL /PPBL shall be obtained by BCA for sub-contracting of all or part of the services agreed to be provided by BCA in terms of this Agreement

4.3. BCA shall ensure that Customers duly complies with Know Your Customer (KYC) norms and shall arrange for inspection of the customer's area/activity etc. as and when required by the MEPL /PPBL officials.

4.4. BCA shall preserve all documents and data that are left in their hands in accordance with the requirements of PPBL depending on the legal and regulatory obligation and also allow free access of the same by the officials of PPBL, RBI, NABARD or persons authorized by these organization/PPBL, etc., for their verification/audit and other necessary information given to, stored or processed by the BCA within a reasonable time.

4.5. BCA shall ensure confidentiality and BCA accepts liability in case of breach of security in leakage of confidential customer information. BCA will maintain the confidentiality of customers’ information even after the term/expiry of this Agreement.

4.6. That the BCA shall not have any claim whatsoever against MEPL /PPBL and shall not raise any dispute either directly or indirectly, with or against MEPL /PPBL, in respect of any of the service conditions or otherwise.

4.7. BCA shall not charge any fee to the customers directly for the services rendered by them on behalf of MEPL /PPBL. The charges and/or fee to be charged by PPBL to the customers shall be mentioned in a brochure provided by PPBL and the same shall be duly displayed and provided by the BCA at its outlets/office.

4.8. Access to customer information for the BCA shall be on "need to know basis” i.e. limited to those areas where the information is required in order to perform the relevant function.

4.9. The BCA undertakes to indemnify MEPL /PPBL and keep MEPL /PPBL and its officers/employees fully indemnified and harmless from and against all the consequences of any action leading to breach of any of the terms and conditions of this Agreement, as also of any of it representations or warranties not being found to be true at any point of time including any actions, suits, claims proceedings, damages, liabilities, losses, expenses or costs (herein after referred to as "claims") faced, suffered or incurred by MEPL /PPBL.

4.10. Similarly, in the event of any claims being made on MEPL /PPBL, on account of any breach of warranty, representations, non-compliance of any applicable law, unauthorized act, fraud, deed or thing done or omitted to be done or undertaking made or deficiency in service by the BCA, the BCA undertakes to pay on first demand made by MEPL /PPBL, any amount on this account without any demur, contest, protest whatsoever within 7 working days of the demand being made. MEPL /PPBL may at its discretion settle any or all claims made on it and recover the amount so paid from the BCA and /or make deductions from the amount payable by MEPL /PPBL to BCA.

4.11. Nothing shall restrict the right of MEPL /PPBL to do the same activities on its own or to appoint any other BCA in relation to such activity of MEPL /PPBL and to carry on such similar activities on similar or any other terms and conditions as MEPL /PPBL may deem fit and proper.

4.12. In case of fraud committed or attempted fraud by BCA, services shall be terminated without any notice, MEPL shall have the right to terminate this Agreement without any notice, and the Security Deposit and Pre-Deposit Amount of BCA deposited with MEPL shall be forfeited, even if a default is committed in any of the projects being undertaken. MEPL reserves the right to initiate appropriate legal actions/measures against the BCA. The BCA will not be discharged from obligations captured and agreed under this Agreement, unless all the records maintained by the BCA are handed over to MEPL /PPBL.

4.13. That the BCA shall not use the logo, trademark, trade name, copyrights, etc., (Proprietary rights) of PPBL in any way without the written consent of MEPL /PPBL. BCA shall ensure to prominently display the certificate at its outlet that it is an authorized PPBL BC. Only approved signage and ID card will be displayed by BCA and the name of grievance redressal official of the Bank and along with contact no at the outlet.

4.14. BCA shall act in a diligent manner and shall not do any act or behave in any manner whatsoever that brings disrepute to One 97 and PPBL.

4.15. BCA shall ensure to carry out the necessary services only in-line with the work flows agreed and shared by MEPL / PPBL for carrying out various services agreed to be provided by BCA in terms of this Agreement.

4.16. BCA shall maintain the records/registers such as Cash Payment/Cash Receipt register; account-wise Receipts/Payments Registers etc. The BCA will also use the authorized stationary such as Receipt/Payment/Reimbursement vouchers.

4.17. BCA shall provide MEPL /PPBL with the right to conduct audits on BCA whether by its internal or external auditors or by agents appointed to act on his behalf and to obtain copies of same audit or review reports and findings made on the BCA in conjunction with the services performed for MEPL /PPBL.4.18. BCA shall allow the Reserve Bank of India or person authorized by it to access PPBL’s documents, records of transactions and other necessary information given to, stored or processed by the BCA within a reasonable time. 4.19. BCA will provide for preservation of documents and data in accordance with the legal/regulatory obligation of MEPL /PPBL in this regard.

4.20.In adverse conditions, all documents, records of transactions and information given to BCA, and assets of MEPL /PPBL, can be removed from the possession of the BCA

4.21. BCA will in no way impede or interfere with the ability of MEPL /PPBL to effectively oversee and manage its activities nor will it impede the Reserve Bank of India in carrying out its supervisory functions and objectives.

4.22. Block Coordinator hereby expressly acknowledges, undertakes and agrees to be in compliance at all times of the applicable laws and guidelines, without limitation to the code of conduct prescribed by RBI in relation to the Services and code of conduct for direct sales agents formulated by the Indian Banks' Association (IBA).

4.23. The BCA or its personnel shall not claim to be the employees of MEPL /PPBL. In case of death or bodily injury to the BCA or its personnel in the course of performance under this agreement, MEPL /PPBL shall not be liable or bound to pay any monitory compensation or otherwise be responsible in any manner whatsoever.

4.24. BCA shall be solely responsible for all wages and payments (including any statutory payments) to its employees and/or personnel and shall ensure that at no time shall its employees, personnel or agents hold themselves out as employees or agents of One 97 or PPBL, nor seek to be treated as employees of One 97 or PPBL for any purpose.

4.25 BCA undertakes to treat customer data (including without limitation KYC and personal and sensitive personal information of customers of PPBL) as confidential, all the records, information, data which comes to their knowledge in the normal course of day to day business, terms and conditions of PPBL and of this Agreement. BCA shall not disclose, divulge the same to any third party otherwise than for the specific purpose authorized by PPBL even after termination of this Agreement.

4.26 BCA shall not undertake any offline transactions.

4.27 Business Continuity and Management of Disaster Recovery Plan: BCA will be required to develop and establish a robust framework for documentations, maintaining and testing business continuity and recovery procedures and ensure that BCA periodically tests the plan and may also consider occasional joint testing and recovery exercises with BC.

4.28 In the event of breach of prudential laws, BCA may be penalized or black listed and MEPL reserves the right to initiate appropriate legal actions/measures against the BCA.

5. Effect of Termination of this Agreement:

5.1. This Agreement can be terminated by MEPL by giving 30 days written notice without assigning any reason. For fraud, misrepresentation of for any other serious default as determined by MEPL and/or PPBL, this agreement may be terminated forthwith. This Agreement may be terminated by the BCA by providing 90 days written notice to MEPL.

5.2. That termination of this Agreement shall not in any event release any of the Parties from the obligations arising out of the services offered/proposed to be offered under this Agreement.

6. Other Terms:

6.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, MEPL ’S LIABILITY IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED, IN TOTAL, REGARDLESS OF THE NUMBER OF CLAIMS, IN RESPECT OF ALL MATTERS A MAXIMUM OF THE AMOUNT DUE AND PAYABLE BY MEPL (WHICHEVER IS LOWER), AND BOTH THE PARTIES ACKNOWLEDGES THAT THIS IS REASONABLE ASSESSMENT OF RISK AND LIABILITIES. The Parties agree that IN NO EVENT MEPL shall have any liability to any third party. The provisions of this clause shall survive the termination and expiry of this Agreement.

6.2. MEPL/ PPBL shall not be liable for any compensation/damages/ claims and BCA shall indemnify MEPL against any such claims at all times during the term of this Agreement.

6.3. BCA shall not make announcement or communications relating to PPBL/MEPL without prior written approval of MEPL / PPBL.

6.4. BCA hereby agrees to protect, defend indemnify and hold harmless MEPL and/or PPBL its employees, officers, directors, agents or representatives from and against any and all liabilities, damages, fines, penalties and costs (including legal costs and disbursements) arising from or relating to breach of law, confidentiality obligation, negligence, willful misconduct, fraud, including, without limitation, personal injuries, property damages and/or any claims by third parties based on breach of data, defamation, or invasion of privacy or breach of any of the terms of this Agreement or applicable laws. Except for any liability which cannot by law be excluded or limited, neither Party shall be liable to other Party or any other third party whether claiming through other Party or otherwise, for indirect, incidental, special, punitive or consequential damages.

6.5. This Agreement will constitute the entire agreement between such Parties with respect to its subject matter, superseding all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, between such Parties pertaining to such subject matter.

6.6. No amendment (including any modification or supplement) to this Agreement will be valid unless it is in writing and signed by authorized representatives of the Parties.

6.7. BCA may not assign its rights or obligations under this Agreement to any third Party, without prior written consent of the MEPL /PPBL. MEPL may assign its rights and obligations to its associates, subsidiaries or affiliates. Any purported assignment in breach of this Section will be null and void.

6.8. BCA hereby expressly confirms, agrees and undertakes at all times during the Terms of this Agreement to comply with standards and specifications notified/laid down/specified by the Authority for undertaking e-KYC as defined under the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act 2016 (“Aadhaar Act 2016”) and they shall be audited by approved independent audit agencies as per the audit policy of MEPL /PPBL. For the purpose of this Agreement the term “Authority” shall mean the Unique Identification Authority of India established under sub-section (1) of section 11 of the Aadhaar Act, 2016.

7. Dispute Resolution: All disputes between the parties arising out of this Agreement shall be subject to exclusive jurisdiction of courts of New-Delhi and this Agreement shall be governed and interpreted as per law of India.

8. E-Agreement: The BCA hereby agrees and undertakes that BCA is legally entitled and eligible to enter into this e-Agreement and further agrees and undertakes to be bound by and abide by this Agreement and the person accepting this Agreement by and on behalf of the BCA is authorized signatory of the BCA and is entitled and is legally authorized to bind the BCA on whose behalf this Agreement is being accepted. The BCA hereby expressly waives all its rights to dispute the legal validity/tenability of this E-Agreement.