SERVICE.LEVEL.

AGREEMENT
This SERVICE.LEVEL.AGREEMENT is made on xxxxx Day of MAY 2012

Between India hereinafter referred to as First Party, which _expression shall, unless repugnant to the context there of, is deemed to mean and include its permitted assigns and successors AND . Through their duly authorized representative, hereinafter referred to as Second Party which _expression shall, unless repugnant to the context thereof, be deemed to mean and include its permitted assigns and successors

Whereas the First Party is an experienced agency in the field of Software Development, Business Process Outsourcing (BPO), IT Enabled Services and other software related / Call Center/software dependent areas, collectively and singly referred to hereafter as Business Fields and, through contacts developed over the years, is well placed to procure and get such work from Principal Customers/ Outsourcing Agencies in the aforesaid Business Fields. AND Whereas the Second Party is desirous of acquiring such outsourced business from First Party and offer services in the aforesaid Business Fields, through its own in-house the project A. BUSINESS UNDERSTANDING

The broad business understanding between the parties is as follows: The First Party will provide business opportunities to the Second Party in specified segment(s) of the aforesaid Business Fields, to be mutually agreed between the parties prior to the First Party undertaking the same on behalf of the Second Party. Responsibilities. In the initial stages, the First Party may also decide to ascertain the capability of the Second Party through small, short duration pilot projects. In all cases, the Second Party will offer services benchmarked with the best Quality standards available in the market and as specified by the end client for the specific services.

B.TERRITORY Under the terms of the SLA, the First Party shall market the SECOND PARTY'S Services to prospective customers and contacts in the a foresaid Business Fields. C.SCOPE OF WORK The scope of work shall be as under: The Second Party shall provide the total scope of Technical, Quality, & Performance support to clients & associates. The First Party shall not be responsible for any financial transaction between clients but only with Second Party The First Party shall provide full guidance to Second Party regarding technical, quality & performance throughout the project. The Second Party shall clear out & verify all the matters regarding payment, billing, work load, job sheet submission before SLA sign up with clients. The Second Party shall fully satisfy the client with respect to quality, technical & other services pertaining to the project. The Second Party should adhere to the deliverables and time-schedules of the project without fail. The Second Party is totally responsible for the delivery of the goods to the client's satisfaction, and shall Hold the First Party harmless, in front of the client, from any performance related defaults by the Second Party. The commercial understanding with the client for all the projects shall be taken up on a case-to-case basis, since there is involvement of various technical persons with varied experience and man-hour rates. Under normal circumstances a lump sum quote could be submitted for the entire project. However, the First Party shall keep the Second Party informed on the final quote to be submitted to the client, and in general, guide the Second Party on the pricing strategies to be followed in each case.

BANKING SECTORS: AXIS BANK / BANK OF BARODA

PAYMENT MODE: O BALANCE ACCOUNT WILL BE GIVEN TO THE SECOND PARTY BY THE FIRST PARTY WHERE THE PAYMENT WILL BE TRANSFERRED EVRY 6 TH DAY OF A WEEK IF SECOND PARTY ALSO HAS WORKED FOR 7 DAYS IN CASE OF INSENTIVES THE NEXT 1 DAYS PAYMENT WILL BE ADDED IN NEXT WEEKS BILLING

D. CONFIDENTIALITY CONDITIONS:

The Second Party shall keep all the Information related to Corporate, Company, and Technical & Financials of the First Party strictly confidential. Under no circumstances shall the Second Party disclose any confidential information exchanged with the First Party to any other person and /or party without prior written permission from the First Party. Similarly, the First Party shall keep certain information relating to the Second Party's clients confidential. During the tenure of this Agreement, the Second Party shall under no circumstances directly approach or undertake any projects of the First Party's clients or to solicit business directly or indirectly in the aforesaid Business Fields, except with the prior consent of the First Party. E. COMMERCIAL TERMS : The Bonus shall be based on the costs of the project and the likely profits that can be generated from the specific project(s). The figures can vary from case to case or as mutually agreed upon of the Gross receipts, depending on the costs and profits of the specific project(s). The payment modality of this Bonus would be mutually agreed between the parties at the time of finalization of the Project(s) with the Client. Second Party have to pay the amount of Rs.___5,000/-____ in words__FIVE THOUSAND RUPEES ONLY__ (cash/cheque) for the Project as service charges per client sheet per system as for the entire project to the First party and that amount will be paid by the Second party on this project and that amount will be paid to the First party. Second party have to pay the amount of Rs.____10.000/-____ in words TEN THOUSAND RUPEES ONLY___ (cash/DD/FT) for the Accessories(DIAL UP/ DIAL IN MODEM WITH PROTOCOL DEVICE WITH 200 GB EXTERNAL HARDISC AND BLUTOOTH DIGITAL HEADSET ALSO CALLING AND LANGUAGE SOFTWARES WITH 2MBPS BROADBAND CONNECTION WITH I CALLING LINE WITH WIRELESS ROUTERS NOTE: BROADBAND MONTHLY CHARGES OF RS 500/- WILL BE PAID BY SECOND PARTY AS PER BILLING OF THE SERVICE PROVIDER IF IN CASE OF ANY LITICATION BETWEEN PARTIES THEN SECOND PARTY IS BOUND TO DELIVER THE ACCESSORIES AND COLLECT THE REFUND AMOUNT FIRST PARTY IS BOUND TO PAY RS 8,000/- ( EIGHT THOUSAND RUPEES ONLY) TO SECOND PARTY(ONLY AFTER DELIVERY OF ACCESSORIES) ] CONTRACT PERIOD: FOR 24 MONTHS ( 2 YEARS PERIOD) ALSO CAN BE EXPANDED AFTER BY SEEING THE OUTPUT AND PERFORMANCE FROM THE SECOND PARTY

.In case it is felt necessary, the parties can enter into separate specific agreements, to formalize their working modalities for the specific segment(s), whenever they decide to work together under the provisions of this SLA Upon acquiring a project or projects from the client(s), the parties may decide to continue the retainer ship arrangement for the same segment(s), or in other segments, as may be mutually agree. The First Party will give choice of project(s) to the Second Party and the Second Party will be at liberty to accept or reject the offer, or request for amendments, in order to suit the client and the Second Party. In witness whereof, the parties have executed this Memorandum of Understanding with the intent of being legally bound as of the date first written above.

For. Authorized Signatory (First party) Witness :

For Authorized Signatory (Second party)