ANDHalliPay incorporated under the provisions of the Indian companies Act 1956 and having its registered office at 1st Floor, R H Kulkarni Building, Startup Street, KLE Technological University, Vidyanagar, Hubballi, Karnataka-580031. (hereinafter referred to as HalliPay OR COMPANY, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assignees) of the second part.

NOW, THEREFORE, it is agreed that this agreement be signed by the parties to record the understanding between the partiescovenants set forth below:

1. 1. DEFINITION
      1. CONFIDENTIAL INFORMATION means all non-public information that RFPL shall provide to the CP shall come across as part of this Agreement irrespective of whether it is disclosed in writing, or verbally.
      2. Geographical Location means the location, area where shall the CP shall operate and provide services.
      3. Party means RFPL and CP individually and parties shall mean both jointly.
      4. Retailer means person who is below Distributor/channel chain for providing products and service of RFPL.
      5. Services means services offered by the CP and such other related services including but not limited to collection of cash from Retailer, loading of virtual money in M-wallet of Retailer, upon receipt of request and cash from Retailer, growing of RFPL network, expansion of RFPL business.
      6. CP means person who receives (service receiver) / provides (service provider) service.
      7. API Partner / White Label means person / company who receives services from RFPL

1. 1. SCOPE
      1. RFPL is a pioneer in the mobile payment business and is a premium mobile payment service provider. RFPL offers pre-paid and electronic payments instruments to mobile phone subscribers for purchasing goods and services, apart from enabling merchants electronically accept payments throughout the country.
      2. RFPL appoints CP on a principal to principal basis for providing services in the Geographical Location on the given terms and condition.
   2. FEES AND PAYMENT TERMS
      1. In consideration of the services, the CP shall be entitled to a commission, which shall be separately defined by the company.
      2. Payments terms shall be defined by RFPL from time to time. The payment to be made to CP shall be paid after deducting applicable Tax at source(TDS).
      3. CP shall be solely responsible for the payment of taxes, duties, expenses or charges incurred to render services.
      4. CP hereby warrant that with the implementation of the Goods and Service Tax (GST) in India, the CP shall comply with the GST terms as specified under clause 14 of this Agreement.
      5. White Label Partner shall be solely responsible for Accounting / Payment of taxes / Charges incurred to render services related to their network.

1. RESPONSIBILITES OF THE CP
   1. 4.1 The CP shall
   1. 4.2 Provide monthly, quarterly business projections and revenue generation strategies to RFPL;
   1. 4.3 Use the marketing collaterals provide by RFPL only for the purpose of this Agreement;
   1. 4.4 Not use any marketing collaterals of his/her own, unless it has been approved by RFPL;
   1. 4.5 Shall work in line with the requirements of RFPL;
   1. 4.6 Not market or sell any same or similar services as provided by RFPL during the subsistence of this agreement;
   1. 4.7 Not guarantee any benefits, assurances, guarantees, other services which are not included in the services provide by RFPL;
   1. 4.8 Not run any scheme,offer,discount,package without prior permission of RFPL;
   1. 4.9 Grow and expand the distribution network of RFPL by adding more retailers, area distributors, CPs, merchants and the like;
   1. 4.10 Not misuse,misrepresent, defame, abuse or create any similar brand name as of the RFPL;
   1. 4.11 Work in the best interests of RFPL.
   1. 4.12 CP expressly undertakes, confirms and agrees to carry the following activities for RFPL (which may be mutually modified during the Term of this Agreement), including without limitation the following;
   1. 4.13 CP shall be responsible for cash management at his location, to undertake cash transactions;
   1. 4.14 CP shall facilitate to receive and deliver small value remittances/other payment instruments for online credit, per customer per day or as decided by RFPL.
   1. 4.15 CP shall facilitate customer in using financial services (as provided by RFPL through its partners) shall also resolve customer queries
   1. 4.16 CP shall facilitate ensuring sufficient cash balance at all times
   1. 4.17 CP shall train its staff on regular basis.
   4.18 Any other activity for ensuring delivery of smooth and high quality Services to the Customer as agreed in writing between the Parties from time to time.
2. Technical Requirement:
   1. 5.1 The CP needs to make provisions for making available on field technologies in the form of handheld devices or mobile phone based transaction platform or any other software to be connected to RFPL as required under applicable law, for enabling small value remittance transactions.
   1. 5.2 The CP will work with RFPL in deciding the appropriate technology to be used.
   1. 5.3 The CP needs to ensure the following to ensure high quality service delivery to the Customer:
   1. 5.4 The technology will include providing and maintaining devices like laptop computers, hand-held devices, mobile phones, etc.
   1. 5.5 The Point of Sale (PoS), mobile etc. should be enabled for online transactions, using either a biometric authentication, or a card based authentication, with a PIN number or an OTP as a second factor of authentication.
   1. 5.6 Safe upkeep of frontend device viz. Point of Transaction (PoT) / PoS, Mobile, PC Kiosk.
   1. 5.7 Keeping the device battery charged / in ready mode for providing Services.
   1. 5.8 Maintaining help line number of technology /device provider.
   1. 5.9 Downloading the updated versions of the frontend applications.
   1. 5.10 Keeping the PIN / transaction password to obviate any possibility of unauthorized use of the technology device.
   1. 5.11 CP shall promote, market, advertise RFPL to any third party only after giving prior intimation to RFPL
   5.12 Any warranty provided by CP and which is not accepted by RFPL, shall be the sole responsibility of CP.
3. REPRESENTATION AND WARRANTY
   1. CP represents and warrants to RFPL that;
   1. 6.1 Every delivery of services will conform to the applicable specifications and descriptions and as per industry standards;
   1. 6.2 It shall not undertake any activity while providing services which is infringing any third-party rights including intellectual property rights;
   1. 6.3 It has obtained all licenses,approvals, permissions required for supply of services;
   1. 6.4 Party represents and warrants that this agreement shall constitute the legal, valid and binding obligation when executed and delivered;
   1. 6.5 It is a company registered under the Companies Act, 1956;
   1. 6.6 It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions to do so;
   1. 6.7 It has the necessary skills, knowledge, experience, expertise, the required capital, net worth, adequate and capability to duly perform the its obligations in accordance with the terms of this Agreement and to the satisfaction of RFPL;
   1. 6.8 It shall ensure that it shall not co-mingle the Bank funds and its own funds while providing the Services under this Agreement;
   1. 6.9 It has all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business, more particularly for the Services and that it shall procure and maintain all necessary licenses, permissions, approvals from the relevant authorities under the Applicable Laws throughout the currency of this Agreement; and
   1. 6.10 It will provide such cooperation as may be requested by the Bank and the Customers in order to give full effect to the provisions of this Agreement;
   1. 6.11 It has not made any default in payment of sum to any bank, financial institution etc;
   1. 6.12 There are no criminal complaints or other proceedings pending against the CP with the police, courts or other authorities;
   1. 6.13 It shall not act or behave in any manner that will bring disrepute to RFPL;
   1. 6.14 The execution and performance of this Agreement by the CP does not and shall not violate any provision of any existing arrangement, law, rule, regulation, any order or judicial pronouncement;
   1. 6.15 It shall maintain high professional standards to ensure a good reputation within the banking and financial industry.
   1. 6.16 equipment and technology used by the CP are of high standards;
   1. 6.17 It shall not charge any fee to the Customers directly for the Services rendered by them on behalf of RFPL and/or RFPL;
   1. 6.18 It is competent to enter into this Agreement for providing the Services and the entering of this Agreement and the Services provided there under is not against any law, rule, code, contract with any third party or entity or any rights of any third person, including, without limitation, rights of patents, trade secrets, trademark or copyright;
   1. 6.19 It shall comply with the provisions of all the Applicable Laws, concerning or in relation to rendering of Services by the CP as envisaged under this Agreement;
   1. 6.20 It shall be solely liable and responsible for compliance of applicable laws in respect of its employees, Agents and representatives and including laws relating to terminal benefits such as Pension, Gratuity, Provident Fund, Bonus or other benefits to which its employees, Agents and representatives may be entitled and the Bank shall have no liability in this regard.
   1. 6.21 The CP confirms that the CPs employees or personnel shall continue to be employees/personnel of the CP and shall not become or claim any employment from the Bank by virtue of providing the Services, irrespective of the location of their work.
   1. 6.22 The CP represents that it is not owned or controlled by any director or officer / employee of RFPL/RFPL or their relatives having the meaning as assigned under the Companies Act, 2013.
4. Penalties and Damages
   RFPL shall have the right to impose penalties as solely determined by RFPL, for breach of any of the terms of the Agreement by the CP. Depending on the gravity of the situation RFPL as solely determined by RFPL, RFPL may also terminate the Agreement forthwith in addition to imposition of penalties and damages.
5. TERM AND TERMINATION
   1. 8.1 The Duration of this Agreement shall be valid until terminated as per the terms of this Agreement. This Agreement may be terminated by RFPL or CP with or without cause upon fifteen (15) days written notice.
   8.2 In case of termination of this Agreement for whatsoever reason CP shall not be entitled for any compensation.
6. CONFIDENTIALITY
   1. 9.1 The CP shall treat the details of this Agreement and companys operations and affairs as private and confidential, save in so far as may be necessary for the purpose of the Agreement, and shall not publish or disclose the same to any third party.Access to confidential information to any person shall be on a need-to-know basis only.
   1. 9.2 CP shall return all confidential information, including any whole or partial copies thereof, immediately upon written demand by RFPL.
   1. 9.3 The CPs understand and acknowledges that confidential information is the exclusive property of RFPL and CP shall not use confidential information in any other manner whatsoever than as required to fulfill obligations under this agreement or any other statutory obligations.
   9.4 The CP shall not use the confidential information for self or any third partys commercial harnessing.
7. LIABILITY LIMITATIONS
   Notwithstanding any other term of this agreement to the contrary, in no event shall RFPL be liable to CP or any third party for any direct, indirect, special, incidental, consequential, punitive, or exemplary damages or loss of any kind (including but not limited to loss of profit, loss of revenues and the like) howsoever caused, in connection with the services whether arising out of contract, tort(including without limitation negligence).
8. INDEMNIFICATION
   CP shall defend, indemnify and hold harmless RFPL, its affiliates and their employees, officers and directors, for and from and against any and all liability , suits, claims, actions, proceedings , losses, damages, judgement, expenses, tax, duties and cost ( including reasonable Attorneys fees) (each a claim) including but not limited to a claim arising out of failure to comply with this Agreement or applicable laws or arising out of performance of services or any misconduct or misuse of the powers , duties assigned to theCP.
9. INTELLECTUAL PROPERTY RIGHTS
   CP shall be permitted to use the companys name, trademarks and other intellectual rights (IPR) only for performing its obligations under this agreement CPs agreed that at all time, the company shall be the sole owner of IPR and its shall not use the company name as a part of CPs name or in any manner which would misrepresent the relationship between the CP and company. CP may represent itself as authorized CP of company. CPs to use companys IPR is limited and CP shall abide by restrictions and limitations imposed by company from time to time. Upon termination of this Agreement, CP shall immediately cease representing itself as a CP of company and shall cease use of all company IPR pr other material, of whatever nature.
10. NO PARTNERSHIP
    This Agreement is not intended to and does not create a partnership or joint venture between the parties. Except as otherwise expressly provide herein, neither party shall be authorized to make or enter into, nor shall make or enter on behalf of or in the name of the other any contact, agreement, understanding, commitment, or other obligation whatsoever.
11. ARBITRATION
    1. 14.1 In case of any dispute arising in relation to this Agreement, the RFPL shall appoint one arbitrator who will preside over the arbitration or resolve such dispute as per arbitration and conciliation Act, 1996.
    1. 14.2 The place of Arbitration shall be Delhi, India and shall be in English Language.
    14.3 The award of Arbitration shall be final and binding on both parties.
12. GENERAL
    1. 15.1. This Agreement shall be governed and construed in accordance with the laws of India and the parties agree to submit to the sole jurisdiction of Mumbai courts.
    1. 15.2. Any notice or communication given under the terms of this Agreement shall be writing and shall be delivered in person or mailed by certified mail, return receipt requested, postage prepaid, Addressed to RFPL at address given in the beginning of this Agreement.
    1. 15.3. The parties here by agree and join hands to provide the services on non-exclusive basis.
    1. 15.4. CP shall not transfer, assign, sub-license or pledge its rights or obligations here under without the writing consent of RFPL.
    1. 15.5. The modification of this Agreement shall be informed by the RFPL to the CP in electronic or any other form and the modified terms and condition of this Agreement shall be immediately applicable. The CP is required to regularly check for any modification made to this Agreement.
    1. 15.6. No delay or failure of either party in exercising any right or no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.
    1. 15.7. The caption used in this Agreement are for convenience only and are not intended to have any legal effect.
    1. 15.8. If any provision, on portion, thereof, of this Agreement is invalid or unenforceable under any applicable statute or rule of law, the Agreement shall be valid except it is to that extend to be deemed omitted.
    1. 15.9. CP shall display proper signage of RFPL all the time
    1. 15.10. CP shall display customer care contact details
    1. 15.11. CP shall disclose all charges related to various types of transactions as per the following charges defined in Terms & Conditions of

    www.HalliPay.com

    15.12. CP shall issue receipt of the amount collected
13. GST
    1. In the interest of smooth functioning and better efficiency of the business and in relation to the compliance of provisions of goods and service tax act, the Parties agree that:
    1. 16.1. The CP shall be liable for all applicable taxes including not limited to GST with respect to the services rendered. Any applicable indirect taxes under Indian Laws on supply of services shall be in addition and CP shall be liable for the same.
    1. 16.2. In case CP fails to pay any applicable taxes or liabilities required under statutory and government regulations and accordingly if RFPL is made liable to pay the same; by virtue of such arrangement, the CP acknowledges that RFPL shall have the right to adjust such amount against the subsequent net payables.
    1. 16.3. All amounts due under this Agreement exclude any applicable indirect taxes including central goods and services tax, state goods and services tax, integrated goods and services tax.
    1. 16.4. The invoices shall be raised by the Supplier as per the Goods and Service Tax Laws.
    1. 16.5. The invoices raised shall be submitted / uploaded to the finance team within a period of 7 days from the end of the respective month.
    1. 16.6. The tax portion of the GST invoice shall be paid by the RFPL only after the CP has declared the services details in the prescribed GSTR Forms and the taxes have been paid. Notwithstanding the above, in case the CP fail to make declaration for the same, the RFPL shall withhold such tax amount from the payments for the subsequent month.
    1. 16.7. The tax amount portion of the GST invoice shall be paid by the RFPL only after the CP has provided sufficient proof that the amount for the Goods and Services Tax charged in the invoice is declared in Form GSTR-1 and Form GSTR-3 and the taxes have been paid. In case the Supplier fails to pay such taxes or has not provided the RFPL proof of their tax clearance, the RFPL shall withhold the payments for the subsequent month.
    1. 16.8. The CP shall be required to indemnify and hold harmless RFPL, its promoters, officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any losses including loss of input tax credit, claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys fees and expenses) on account of violation of applicable tax laws by the CP (including but not limited to non-filing of the requisite forms with the tax authorities to claim tax credit, incorrect SAC codes, incorrect tax rates etc.).
    1. 16.9. The CP shall fully indemnify RFPL for any claim, liability, damages and costs arising out of any non-compliance of applicable GST laws.
    16.10. GST % is subject to change per the GST rate applicable, circulated by Government of India
14. DATA PROTECTION
    1. 17.1. The CP (and shall procure that the CP Personnel shall) comply with all Data Protection Legislation and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the Data Protection Legislation.
    1. 17.2. For the purpose of this Agreement, Data Protection Legislation means the legislation and regulations relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including (without limitation):
    1. 1. 17.2.1. the Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (Privacy Rules) and any other applicable rules framed thereunder;
    1. 1. 17.2.2. all other banking industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator to RFPL and/or RFPL; and
    1. 1. 1. 17.2.3. any other Applicable Law solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual. Personal Data shall have the same meaning as ascribed to the term Sensitive Personal Data or Information under the Privacy Rules (as amended from time to time).

       17.3. The CP shall only undertake the processing of Personal Data:-

    1. 1. 17.3.1. reasonably required in connection with the performance of its obligations under this Agreement; and
    1. 1. 17.3.2. in accordance with RFPL written instructions, and
    1. 1. 1. 17.3.3. in accordance with applicable law.

       17.4. RFPL hereby instructs the CP to take such steps in the processing of Personal Data on behalf of RFPL as are reasonably necessary for performance of its obligations under this Agreement.

    1. 17.5. The CP shall not process or transfer any Personal Data outside India without the prior written consent of RFPL.
    1. 17.6. The CP shall at all times have appropriate technical and organisational measures in place acceptable toRFPL:
       1. 17.6.1. to prevent unauthorised or unlawful processing of any Personal Data;
    1. 1. 17.6.2. to protect any Personal Data against accidental loss, destruction or damage;
    1. 1. 17.6.3. to ensure the reliability of its employees/contractor having access to the Personal Data;
    1. 1. 17.6.4. On RFPLs request, the CP will:
          1. i. provide a detailed, written description of the measures undertaken by the CP and the CPs compliance with those measures; and
    1. 1. 1. 1. ii. allow RFPL to access CPs premises to inspect its procedures for the processing of Personal Data;

       17.7. If the CP receives a request from any person for access to Personal Data or any other request relating to RFPLs obligations under the Data Protection Legislation, or any complaint or allegation that RFPL is not complying with the Data Protection Legislation the CP shall:

       1. 17.7.1. immediately notify RFPL ; and
    1. 1. 17.7.2. provide full co-operation and assistance to RFPL in relation to any such complaint or request including, without limitation:
          1. i. providing RFPL with full details of any such request;
    1. 1. 1. ii. providing RFPL with any Personal Data it holds in relation to any person in a form specified by RFPL within ten (10) days of receipt of the request from any person or as otherwise stipulated by RFPL; and
    1. 1. 1. iii. comply with the data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with explicit authorisation to do so from RFPL;
    1. 1. 1. 1. iv. assist RFPL in taking any action that deems appropriate to deal with such complaint or allegation;

          17.7.3. The CP shall not sub-contract to any third party any of its obligations to process Personal Data on behalf of RFPL unless all of the following provisions of this Clause have first been complied with:-

          1. a. The CP has provided RFPL with such information and RFPL may require to ascertain that such sub-contractor has the ability to comply with the provisions of this Agreement; and
    1. 1. 1. b. The CP has obtained the prior written consent of RFPL; and
    1. 1. 1. c. the proposed sub-contractor has entered into a contract with RFPL on the same terms and conditions contained herein;;

       17.7.4. Upon expiry or termination of this Agreement for any reason the CP shall immediately return any Personal Data, destroy any Personal Data held by it or its CP Personnel or subcontractors and issue a confirmation of compliance in this regard to RFPL.

15. PRESERVATION OF RECORDS
    During the Term of this Agreement and thereafter to the extent required by Applicable Law, the CP agrees that it will preserve the documents and data that are directly in relation to the Financial Products and its obligations under this Agreement in accordance with legal/regulatory obligation of RFPL. Upon reasonable advance notice, the CP shall provide copies of the documents and data to RFPL and its auditors, attorneys, and representatives. RFPL by its auditors, attorneys, and representatives, shall have the right to inspect the documents and data at the CPs location(s) for the purpose of verifying that the Financial Products are being administered in a manner that is consistent with the terms and conditions of this Agreement and Applicable Law. The CP shall ensure the preservation and protection of the security and confidentiality of the Customers information in its custody.
16. SUB-CONTRACTING AND ASSIGNMENT
    1. 19.1. CP shall itself perform its obligations under this Agreement and shall not assign, transfer or sub-contract any of its rights and obligations in relation to all or part of the Service or related thereto, under this Agreement, except with the prior written permission of RFPL.
    1. 19.2. In the event of sub-contracting, the CP shall at all times remain responsible and liable to RFPL for all the actions of the sub-agents/ sub-contractors, assignee, or transferee, as the case may be, with no dilution or diminution of service, controls, penalties, etc.
    1. 19.3. Notwithstanding anything contained in the terms of this Agreement, the CP shall ensure that such sub-agent, sub-contractor, assignee or transferee, as the case may be, under the provisions of this clause as agreed under this Agreement, are bound by the terms of this Agreement
    1. 19.4. If such assignment is as a result of operation of any laws, then RFPL shall have the option on such assignment to forthwith terminate this Agreement.
    19.5. RFPL shall be entitled to assign/transfer part / all of its rights and benefits under this Agreement to any person or entity with intimation or notice to CP.
17. AUDIT AND INSPECTION
    1. The CP hereby agrees and acknowledges that-
    1. 20.1 RFPLshall be entitled to access the CPs records of transactions for the Financial Products, other necessary information given to, stored or processed by the CP in connection with the Financial Products and its obligations hereunder;
    1. 20.2 Following a reasonable notice period of 2 days, RFPL shall be entitled to conduct audits/inspection by its internal or external auditors, or by Agents appointed to act on its behalf and to obtain copies of any audit or review reports and findings made on the CP in connections with the Services undertaken for / on behalf of RFPL.
    1. 20.3 RBI/any other competent authority or persons authorised by it shall be entitled to access the documents, records of transactions, and other necessary information given to, stored or processed by the CP within a reasonable time.
    20.4 RBI shall be entitled to cause an inspection to be made on the CP and its books and account by one or more of its officers or employees or other persons.
18. MISCELLANEOUS
    1. 21.1 Notice:
    1. 1. Except as otherwise specified in this Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed to be given when sent by email to the email address specified below or delivered by hand to the address specified below. A copy of any such notice shall also be sent by speed post or courier on the date such notice is transmitted by facsimile to the address specified below:
    1. 21.2 Severability:
    1. 1. 1. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, then the remaining provisions of this Agreement, if capable of substantial performance, shall remain in full force and effect.

       21.3 Counterparts:

    1. 1. 1. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one single agreement between the Parties.

       21.4 Consents, Approvals and Requests:

    1. 1. 1. Except as specifically set forth in this Agreement, all consents and approvals to be given by either Party under this Agreement shall not be unreasonably withheld or delayed and each Party will make only reasonable requests under this Agreement.

       21.5 Waivers:

    1. 1. 1. No delay or omission by RFPL to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by RFPL of any breach or covenant shall to be a waiver of any succeeding breach or any other covenant.

       21.6 Force Majeure:

    1. 1. Neither Party shall be liable for failure to perform its obligations under this Agreement to the extent such failure is due to causes beyond its reasonable control. In the event of a force majeure, the Party unable to perform shall notify the other Party in writing of the events creating the force majeure and the performance obligations of the Parties will be extended by a period of time equal to the length of the delay caused by the force majeure.
    1. 1. 1. If the period of non-performance by either Party exceeds thirty (30) days, the other Party may by giving written notice terminate this Agreement. Such termination shall not relieve either Party of its obligations accrued before the occurrence of the force majeure event.

       21.7 Entire Agreement:

    1. 1. 1. This Agreement and the schedules, set forth constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements, understandings, representations, conditions and all other communications relating thereto including the any commercial and/or technical proposal made by the CP to RFPL.

       21.8 Injunctive Relief:

    1. 1. The CP acknowledges that the unauthorized use or disclosure of confidential information or the Intellectual Property Rights of RFPL is likely to cause substantial harm and irreparable injury not readily measurable in monetary damages, and therefore, in the event of such an unauthorized use or disclosure, RFPL shall be entitled, without waiving any other rights or remedies, to such injunctive relief as may be deemed proper by a court of competent jurisdiction.
    1. 21.9 Remedies Cumulative:
    1. 1. 1. No right (including, without limitation, termination rights) or remedy herein conferred upon or reserved to the Parties is intended to be exclusive of any other right or remedy available respectively to them under Applicable Law or in equity, and each and every right and remedy shall be cumulative and in addition to any other right or remedy under this Agreement, or under Applicable Law, or in equity, whether now or hereafter existing.

       21.10 Amendments:

    1. 1. 1. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of each of the Parties.

       21.11 Publicity:

    1. 1. The CP shall not use RFPLs name, trademark or service mark in any advertising, written sales promotion, press releases and/or other publicity matters relating to this Agreement without RFPLs prior written approval, to be given in its sole discretion.
    1. 21.12 Non-Solicitation:
    1. 1. 1. Both Parties shall not solicit, offer work to, employ, or contract with, directly or indirectly, on its own behalf, any of other Partys Personnel or the Personnel of its affiliates during the Term of this Agreement or 2(two) months after the expiration or earlier termination of this Agreement. For purposes of this sub-clause, Personnel includes any individual or company either Party employs or has employed as a partner, employee or independent contractor and with which the other Party comes into direct contact in the course of the provision of the Services.

       21.13 Survival:

    1. 1. Any provision of this Agreement that by their content are intended to survive the performance, termination, expiration or cancellation of this Agreement shall so survive.
    1. 21.14 Relationship between Parties
    1. 1. This Agreement is on a Principal-To-Principal basis between the Parties hereto. Nothing contained in this Agreement shall be construed or deemed to create any association, partnership or joint venture or employer-employee relationship or principal-agent relationship in any manner whatsoever between the Parties. The CP acknowledges that its rendering of Services is solely within its own control, subject to the terms and conditions agreed upon in this Agreement and agrees not to hold itself out to be an employee, Agent or servant of RFPL or any subsidiary or affiliate thereof.
    1. 21.15 This Agreement may be executed in counterparts, all of which constitute one agreement between the parties hereto.
    1. 21.16 If any provision of this Agreement is held to be illegal, invalid, or unenforceable in whole or in part, the Agreement shall continue to be valid as to its other provisions and remainder of such affected provision.
    1. 1. IN WITNESS WHEREOF the Parties hereto have hereunto executed these presents on the day and the date first hereinafter written.

    14 The CP hereby agrees to ensure to isolate and clearly identify all Customer information, documents (in hard copies or soft files), computerized data/information, records and assets to protect the confidentiality of the Customers information. BY CLICKING I ACCEPT , CP (INCLUDING PERSON ACTING ON BEHALF OF CP) CONFIRMS THAT THE HE OR ANY OTHER LEGAL ENTITY AS THE CASE MAY BE, HAS NECESSARY AUTHORITY TO ACCEPT THIS AGREEMENT ON ITS BEHALF.