AGREEMENT FOR OUTSOURCING CALL CENTER

This Agreement for Outsourcing Call Centre Support (the “Agreement”) is

effective_____________[Date],

BY AND BETWEEN

_________________________________, a company organized and

existing under the laws of the [State/Province]________________, with its head

_____________________________________________

AND

[Provider Name]___________________________________________, Address, City, State –

Pincode.

WHEREAS, Seller is engaged in several businesses including the business of [Tele

com process, whereas Toll free number, virtual number selling, Both inbound and
outb/ound] through its Internet site [www.__________.com] (the "Site") and through
its toll-free telephone number [___________]-(the "Toll-Free Number"); and

WHEREAS, Seller desires to retain the services of Provider to provide customer

support and telemarketing services to customers and potential customers of
Seller's [Tele com process] business (each, a "Customer"), and Provider desires to
provide such services, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein,

the parties hereby agree as follows:

1. ENGAGEMENT OF PROVIDER; DESCRIPTION OF SERVICES

1.1

a) Subject to the terms and conditions of this Agreement, Seller hereby retains
Provider to provide the Customer support and telemarketing services set forth
below (collectively, the "Services"), and Provider hereby accepts such engagement.
Provider will provide Seller inbound teleservice support for Seller Customers who
have purchased [www._________________.com] through the Site. Provider will
provide such services in
accordance with the specifications set forth on SCHEDULE [SPECIFY] attached
hereto and made a part hereof (collectively, the "Inbound Teleservices").

b) In addition to the Inbound Teleservices, Provider will provide inbound

telemarketing services for Customers using the Site and/or the Toll-Free Number to
complete [SPECIFY] request transactions with Seller. Provider will provide such
services in accordance with the specifications set forth on SCHEDULE [SPECIFY]
attached hereto and made a part hereof (the "Inbound Telemarketing Services" and,
together with the Inbound Teleservices and any other services provided by Provider
pursuant to paragraphs (c) and (d) of this Section 1.1, being collectively referred to
herein as the "Services").

c) During the Term (as hereinafter defined) of this Agreement, Provider shall, at the
option of Seller, provide outbound up-sell telemarketing services to Customers on
terms and conditions to be agreed upon in good faith by the parties.

d) Provider will also provide such additional related services as set out in this

Agreement (herein "Related Services") including, without limitation, the following:

1.1.1 Provider agrees to notify Seller on a daily basis of any information required

by Seller's Customers. The parties agree that Seller is responsible for fulfilling such

requests. Should Provider's notice obligation significantly interfere with its primary
Service activities, Provider will notify Seller. The parties agrees that upon such
notice, they will work cooperatively toward an amicable solution.

1.1.2 Provider agrees to provide Seller with such information and reports related to
Services created by the Provider telephone system. The initial list of reports are set
forth on SCHEDULE [SPECIFY] annexed hereto and made a part hereof. Additional
reports, as agreed to by the parties, shall be provided by Provider during the Term
and shall be deemed included on SCHEDULE [SPECIFY] annexed hereto effective
as of the date agreed to by Provider and Seller. Report topics may include
performance, users, applications and lost Contacts (as hereinafter defined), among
others.

1.1.3 As set forth in SCHEDULES [SPECIFY] annexed hereto, Provider agrees to

allow SELLER, through reasonable mechanisms to be made available by Provider to
Seller, to monitor Provider's service handling of Contacts for Products (as
hereinafter defined), provided that this activity doesn't significantly interfere with
primary Service activity. Seller agrees to provide Provider with any and all
information, reports, or feedback related to Service quality which created by the
monitoring of Contacts.

1.2 Products

Provider will provide the Services for all [SPECIFY] related goods and services
offered by Seller through the Site and the Toll-Free Number (collectively, the
"Products"), and any other products related thereto as designated from time to time
by Seller (the "Related Products"). All terms and conditions herein apply to the
Products and the Related Products. If Related Products (other than any usual and
customary updates, upgrades, new versions, extensions or evolutionary
developments to the Products as would typically be expected to occur in products
and services such as the Products) Are introduced during the Term of this
Agreement, Seller shall provide reasonable advance notice of and information about
such additional Related Products to Provider to enable Provider to inform and Train
its CSRs (as defined in SCHEDULE [SPECIFY] annexed hereto) as necessary and
appropriate to provide quality Services with respect to such additional Related
Products.

1.3 Hours of operation

a) Provider will provide the Inbound and outbound Tele service from Monday to
Saturday.

b) [8] Hours per day, [6] days per week, [12] Months per year commencing on the

Telemarketing Launch Date (as defined in SCHEDULE annexed hereto).

c) The seller has no SCHEDULE for the provider separately for month target.
Working

month will be considered minimum 10 orders per month.

1.4 Facility

Provider will utilize its support facility at [FULL ADDRESS], [STATE/PROVINCE]

(the

"Facility") for delivery of Services for the Products. The Facility will be equipped
with
telephone systems, computer systems, and various Provider support and call
monitoring tools, such as documentation and knowledge bases, to be used in the
delivery of the Services. Provider shall bear all expenses of operating the Facility,
including all expenses for equipment and systems necessary to connect to any
telecommunications circuits or facilitie utilized by Seller to bring calls to the
Facility. SCHEDULE [SPECIFY] annexed hereto and made a part hereof identifies
the minimum capabilities Provider shall maintain with respect to the Facility.

2. SERVICE LEVELS

2.1 Definitions; Service levels

2.1.1. Call definitions

Actual Handling Time: Shall mean (i) in the case of an Inbound Call (as hereinafter
defined) by a CSR or an outbound Customer callback, the time that is measured
from when the call is physically answered by the CSR or the Seller Customer
respectively until the call is physically terminated; and any additional wrap up
work performed related to such call prior to becoming physically available to receive
the next Inbound Call or to make the next Customer callback, and (ii) in the case of
an Automated Call (as hereinafter defined), the time that is measured from when
the caller enters the Provider Voice Response Unit (VRU) until such caller leaves
the VRU.

Automated Call: Shall mean an Inbound Call that is delivered to an electronic

voice

message rather than to a CSR as the means of providing Services as described in

this Agreement.

Contact: Shall mean a support incident, defined as a single in-coming support

request via telephonic voice (a "Voice Contact"), fax or written or electronic
correspondence (an "E-mail Contact") regarding any Product.

Inbound Call: Is defined as a call that has physically arrived to Provider's

Interactive Voice Response Unit (an "IVR") or similar system by way of Seller's IVR
or other mechanism for the purpose of providing Services as described in this
Agreement.
Maximum Hold Time: Shall be measured from the time an Inbound Call is placed
in call group queue, prior to being physically delivered and answered by a CSR or
an automated voice response unit (a "VRU").

2.2 Service levels

SCHEDULE [SPECIFY] annexed hereto and made a part hereof sets forth the
performance requirements of Provider applicable to its handling of Inbound Calls,
Contacts and the Actual Handling Time for Inbound Calls for all Services.

2.3 Escalation procedure Seller recognizes that there may be instances where
Provider will not be able to resolve a Customer

Contact without Seller's assistance. Promptly following the execution of this

Agreement, both parties will mutually agree to an escalation procedure for resolving
support problems that require Seller's technical personnel and/or a Seller third
party vendor. Seller agrees to provide necessary and timely

resources to Provider to enable Provider to resolve escalated problems in a timely

manner. Examples of such resources include documentation, knowledgebase,
escalation process, hardware, software and support technicians.

2.4 Customer callbacks

Provider agrees that in the event a Provider CSR is unable to resolve a support
incident during an Inbound Call, the CSR will make all reasonable efforts to
contact the Customer as soon as possible with the solution. All telecommunications
costs for these callbacks shall be borne by Seller. In the event Seller selects to be
billed on a per-call basis, these callbacks shall be considered a billable call. 2.5
Call length

Seller and Provider recognize that the amount of time a CSR spends on an
individual voice Contact

can impact both Service levels and fees. Seller's expected average call length for
Products is set out

On SCHEDULE [SPECIFY] annexed hereto. If Provider experiences any significant

increase in call

length, Provider agrees to notify Seller and will work toward determining how to
accommodate the
Increase by either modifying the Service level or increasing the staff as mutually
agreed.

3. SELLER TOOLS, TELECOMMUNICATIONS AND TRAINING

3.1 Seller Tools

Seller agrees to provide Provider with sufficient copies of Products and related
materials, including, but not limited to, copies of software, documentation, licenses
and Product information as reasonably

necessary to provide Services for the Products. Provider acknowledges that its use
of such tools may be subject to the terms of license agreements required by Seller
or its third party suppliers, and Provider agrees to abide by all the terms and
conditions of such licenses in connection with its use of such tools. Seller shall
only be obligated to supply one copy of any documentation or other such Written
materials relating to any such tools, and Provider may make such number of copies
(and only such number of copies) of such materials as are necessary for it to
provide Services hereunder.

3.2 Telecommunications Seller assumes all expenses related to the sending of

Contacts to Provider, including provision of telecommunication lines and the
bearing of network costs associated with routing Inbound Calls to the Facility.
Provider is responsible for properly equipping the Facility with the necessary
hardware to receive and handle Contacts as required by this Agreement.

3.3 Training

Seller will provide one copy of necessary training materials to Provider on all
versions and aspects of Products that are unique or specific to Seller's services at
no charge to Provider. Provider trainers at Provider's Facility will provide training
for Provider CSRs, unless otherwise agreed to in writing by the parties. Training
will be delivered based on technical documentation for all aspects of the Products
which are unique or specific to Seller's services and all updates, upgrades and
revisions thereto required to provide the Services will be provided to Provider by
Seller at no charge to Provider.

Provider agrees to use said documentation for Service purposes only. Provider
agrees to use all training materials for training and support purposes for the
Services only. Provider agrees to provide Standard Provider support training to its
employees at the Facility, which shall include (at a minimum) training on the
standard types of underlying hardware, operating system and application (e.g.
Browser) software required or typically used in conjunction with the Products.

Seller shall have the right to review and approve the level of proficiency to which
the CSRs are to be trained by Provider to facilitate the performance of quality
Services, which approval shall not be unreasonably withheld. Except in an
emergency and upon consultation with Seller, Provider shall not assign CSRs to
provide Services hereunder unless they have received adequate training as
approved by Seller and otherwise meet the requirements applicable to CSR's as set
forth on SCHEDULES [SPECIFY].

4 FEES

4.1 Fees for service

Provider agrees to provide the refundable security deposit of Rs.5000 to the seller
for security purpose refunded according to working months valid for one year.

4.2 Payment

Every month 5th will be the payment date of providers. Commencing with the end
of the month of the Telemarketing Launch Date and each month thereafter during
the Term (as hereinafter defined), Provider will provide Seller with a monthly
itemized statement for the Services rendered during the preceding monthly period.
In addition, Provider will bill and Seller will pay for Related Services and such other
charges as are provided for herein on an as incurred basis (along with its regular
monthly invoice). Seller will pay net payment of 50% from the month profit. Days
from receipt of each invoice in [COUNTRY]. If Seller is delinquent in the payment of
any invoice, and fails to remedy the delinquency within 5 days after written notice
of delinquency is received by Seller, Seller shall be obligated to pay late charges in a
total amount not to exceed [50 %] percent per month on the unpaid balance of any
undisputed portion of the invoice which is unpaid. In the event of a dispute with
regard to a portion of any invoice, the disputed portion may be withheld until
resolution of the dispute but any undisputed portion shall be paid as provided
herein.

4.3 Record keeping

PROVIDER agrees to keep accurate books of account and records (in accordance
with
generally accepted accounting principles consistently applied) at the address set
forth on the

first page of this Agreement detailing all fees for its Services. Such books and
records shall

be maintained by Provider for a period of one years after termination or expiration

of this

Agreement. Upon reasonable notice of not less than 3 days, Seller shall have the
right, for

each 12 month period during the Term, to inspect and audit such books of account
and

records to verify the accuracy of the information contained in any invoice or the
amount of

fees for Services paid to all Provider hereunder. The parties agree that any dispute
as to the

fees paid to or charged by Provider for the Services that cannot be resolved by the
parties

shall be settled by arbitration.

4.4 Taxes

Provider shall be solely responsible for the preparation and submission to

applicable

authorities of its CSRs' or other employees' income tax and FICA forms and the
payment of

all of such persons’ salaries, employer contributions and employee benefits. Seller
shall be

solely responsible for all Indian applicable federal, state and local taxes and
charges arising

out of or related to sales of the Products and any such taxes shall be assumed and
paid for

by Seller. Provider and Seller shall be solely responsible for the preparation and
submission
to applicable authorities of their respective federal, state and local income taxes
attributable

to income derived by each such party in connection with the subject matter of this

Agreement.

5. TERM OF AGREEMENT

5.1 Term

The initial term of this Agreement shall commence on the date hereof and shall
continue for

a period of one year from the Telemarketing Launch Date (the "Initial Term"). This

Agreement shall automatically be extended for successive one year terms (each a
"Renewal

Term") unless either party gives the other written notice of its intention not to
extend this

Agreement at least [NUMBER] days prior to the end of the then current term, or
unless

terminated as provided elsewhere herein (the Initial Term, together with each
Renewal Term,

if any, being collectively referred to herein as the "Term"). Any time after expiration
of the

Initial Term, Provider may change the prices and terms on which providing at least

[NUMBER] days prior written notice to Seller (the Fee Notice Period”) will provide
Services.

Seller shall have the right, in its sole discretion, to reject such changes and, in
such case,

this Agreement shall automatically terminate without penalty to either party upon
expiration

of the Fee Notice Period

5.2 Conditions for termination based on non-performance

5.2.1 Seller may terminate this Agreement without penalty if Provider fails to meet
any of its

performance obligations hereunder or otherwise commits a breach of any term or

provision of this Agreement and fails to cure the same within 5 days after written
notice from Seller. This Agreement shall automatically terminate forthwith without
notice in the event Provider's liabilities exceed its assets, or if Provider is unable to
pay its debts as they become due,

5.2.2.. or files or has filed against it a petition in bankruptcy, for reorganization or

for the

adoption of an arrangement under any present or future bankruptcy,

reorganization or similar law (which petition if filed against Provider shall not be
dismissed within 5 days from the filing date), or if Provider makes a general
assignment for the benefit of its creditors or is adjudicated a bankrupt, or if a
receiver or trustee of the Provider's business or all or substantially all of the
Provider's property is appointed, or if Provider discontinues its business.

5.2.3 Any default claimed by Provider against Seller which cannot be resolved by
negotiation

between the parties shall be referred to binding arbitration by Provider as provided

in Section

[NUMBER] of this Agreement, and Provider shall not be entitled to terminate this
Agreement or

suspend, in whole or in part, the performance of its obligations hereunder on

account of any such breach pending outcome of the arbitration.

5.3 Termination for convenience

Seller may terminate this Agreement at any time during the Initial Term and any
Renewal Term without cause upon at least 15 days written notice to Provider. In
such event, Seller shall pay An early termination fee to Provider to compensate
Provider for all costs and expenses actually and reasonably incurred by Provider for
personnel and equipment engaged in providing Services to Seller

At the time of termination until such resources are either discharged or re-deployed
by Provider to provide services for other parties (but in any event for a period not to
exceed 5 days after termination).

Provider will promptly and in good faith attempt to re-deploy such resources as
soon after termination as possible so as to reduce the amount of such early
termination fee payable by Seller to the extent reasonably possible. In no event
shall the total amount of such termination fee exceed the amount billed to Seller for
the Services (excluding any Related Services) provided in the month immediately
preceding the giving of the notice of termination by Seller.

Seller has their own rights to terminate the agreement, If found any illegal
activities, miss -use of data’s, unsatisfied service to the customer,

6. INDEMNITY; LIABILITY AND DISCLAIMERS; INSURANCE

6.1 Indemnification by Provider

Subject to the limitations of liability set forth in Section 6.3.2 of this Agreement,
Provider agrees to indemnify and save harmless Seller and its affiliates, and their
respective officers, directors, shareholders, members, partners, employees, agents
and other personnel, from any liabilities, causes of action, lawsuits, penalties,
damages, claims or demands (including the costs and expenses and reasonable
attorneys' fees on account thereof) that may be made:

i) Provider's breach of this Agreement or its failure to perform any

obligation hereunder, or by any person or entity for injuries or

damages of any kind or nature (including but not limited to

personal injury, death, property damage and theft) resulting

from or relating to the negligent or wilful acts or omissions of

Provider, those of persons or entities furnished by Provider, or

Provider's employees, CSRs, agents or subcontractors, (y) the

use of Provider's Services furnished hereunder,

ii) Provider's breach of this Agreement or its failure to perform any

obligation hereunder, or

Seller agrees to notify Provider promptly of any written claims or

demands against Seller for which Provider is responsible

hereunder

iii) Against any such liability, cause of action, lawsuit, penalty,

claim, damage or demand. By any employee or former

employee of Provider or any of its CSRs, agents or

subcontractors for which Provider's liability to such person or

entity would otherwise be subject to payments under state

workers' compensation or similar [YOUR COUNTRY LAW]. 4

4) Provider, at its own expense, agrees to defend Seller, at

Seller's request against any such liability, cause of action,

lawsuit, penalty, claim, damage or demand. The foregoing

indemnity shall be in addition to any other indemnity obligations

of Provider set forth in this Agreement. The foregoing indemnity

shall be in addition to any other indemnity obligations of

Provider set forth in this Agreement.

6.1 Indemnification by Seller

Subject to the limitations of the liability provisions of Section 6.3.2 of this

Agreement, provided that

Provider cooperates with Seller, Seller agrees to indemnify and hold Provider and its
affiliates, and

their respective officers, directors, shareholders, members, partners, employees,

agents and other
personnel, harmless from any loss, liability, damages or costs based on the
operations of any

Products or any infringement by the Products of any patent or proprietary right of a

third party.

Provider agrees to notify Seller promptly of any written claims or demands against
Provider for which

Seller is responsible hereunder. Seller shall have no liability for, and Provider shall
indemnify and hold

Seller and its affiliates, and their respective officers, directors, shareholders,
members, partners,

employees, agents and other personnel, harmless from and against, any claim
based upon Provider's

conduct, if such infringement, cause of action or other damage would have been
avoided but for that

conduct.

6.3 Warranty; limitation of liability

6.3.1 Provider warrants to Seller that the Services furnished under this Agreement

will be furnished in a professional and workmanlike manner and in conformance

with the metrics set

forth in this Agreement.

6.3.2 Except for liabilities described in clauses (i) and (ii) below, Provider's and

Seller's total liability hereunder will be limited to a maximum amount of [AMOUNT].

The limitations of

this Section shall not apply to: (ii) damages resulting from personal injury or death
or damage to

tangible real or personal property caused by or resulting from Provider's negligence.

i) Any damage or loss to Seller arising from any

misappropriation of Seller's confidential information in breach

of this Agreement or

2) damages resulting from personal injury or death or damage

to tangible real or personal property caused by Provider or resulting from Provider's

negligence.

7. GENERAL PROVISIONS

7. 1 Non-Disclosure

7.1.1 As used in this Section 7.1, "Confidential Information" means private,

confidential, trade secret or other proprietary information (whether or not embodied

or

contained in some tangible form) relating to any actual or anticipated business of

[COMPANY NAME] or [CONCERN NAME], as applicable, and their respective

affiliates, or

any information which, if kept secret, will provide the party disclosing such
Confidential

Information (in each case a "Discloser") an actual or potential economic advantage

over

others in the relevant trade or industry.

7.1.2 As defined herein, Confidential Information includes, without limitation,

formulae,

compilations, computer programs and files, devices, methods, techniques, know-

how, inventions,

research and development, business data (including cost data), strategies,

methods, prospects, plans
and opportunities, customer lists, marketing plans, specifications, financial
information, invention

disclosures, patent applications (whether abandoned or not), techniques, products

and services of the

Discloser and identified orally or in writing by the Discloser as confidential,

confidence by a third party

and made available to the party receiving Confidential Information (in each case a
"Recipient").

7.1.3 Except as required in the performance of its obligations under this

Agreement or with the

prior written authorization of the Discloser, the Recipient shall not directly or
indirectly use, disclose,

disseminate or otherwise reveal any Confidential Information and shall maintain

Confidential

Information in confidence for a period of [NUMBER] years from the date of

termination or expiration of

this Agreement, for whatever reason. Recipient shall use the same care and
discretion to protect

Confidential Information of the Discloser as Recipient uses protect its own

confidential information, but

not less than a reasonable standard of care. Recipient shall restrict use of the
Discloser's Confidential

Information to its employees, and to those consultants who have been pre-approved
in writing by

Discloser, who have a need to know the Confidential Information and who have a
written agreement

with Recipient sufficient to comply with this Agreement.

7.1.4 Nothing contained in this Section 7.1 shall in any way restrict Recipient's
rights to use,

disclose, or otherwise dispose of any information which:

a) At the time of disclosure by Discloser was already in the possession of Recipient
(provided

such information had not been previously furnished to Discloser by Recipient), as

shown by

a written record;

b) Is independently made available to Recipient by an unrelated and independent

third party

whose disclosure does not constitute a breach of any duty of confidentiality owed to

Discloser;

c) Is generally available to the public in a readily-available document; or

d) Is compelled to be disclosed pursuant to a court order, provided that Discloser

shall first

have the opportunity to request an appropriate protective order.

7.1.5 Nothing in this Agreement shall be construed as granting any rights or

licenses in any

Confidential Information to any person or entity.

7.1.6 Upon termination or expiration of this Agreement for any reason whatsoever,
Seller

and Provider shall leave with or return to the other all documents, records,
notebooks,

computer files, and similar repositories or materials containing Confidential

Information of the

other party and such other party's affiliates, including any and all copies thereof.

7.1.7 Provider and Seller agree that the terms of this Section 7.1 are reasonable
and

necessary to protect their respective business interests and that the other party
would suffer

irreparable harm from a breach of this Section 7.1. Thus, in addition to any other
rights or
remedies, all of which shall be deemed cumulative, Provider and Seller and/or their

respective affiliates, as applicable, shall be entitled to obtain injunctive relief to

enforce the

terms of this Section

7.2 Intellectual property

7.2.1 Provider agrees to disclose and furnish promptly to Seller any and all
technical

information, computer or other apparatus programs, inventions, specifications,

drawings,

records, documentation, works of authorship or other creative works, ideas,

knowledge or

data, written, oral or otherwise expressed, first made or created for and paid for by
Seller

under this Agreement (hereinafter "Work Product"). The Work Product specifically
includes,

without limitation, any scripts, lists of frequently asked questions and responses
thereto, etc.,

prepared and utilized by Provider in connection with providing Services regarding

the

Products.

7.2.2 Subject to the provisions of this Section 7.2.2, Provider agrees to assign and
does

hereby assign to Seller all right, title and interest in and to any Work Product. To
the extent

such Work Product qualifies as a "work made for hire", it shall be deemed to be
such.

Notwithstanding the foregoing, (i) Provider retains for itself a perpetual,

nonexclusive,
royalty-free, unrestricted right and license to any structure, architectures, ideas
and concepts

subsisting in such Work Product, and (ii) Provider shall be free to independently
develop

software and other works similar to any works developed by the performance of the
Services

under this Agreement, whether by other employees of PROVIDER, in collaboration

with third

parties, or for other customers.

7.2.3 Provider agrees to take all reasonable steps, at Seller's expense, to assist
Seller in the

perfection of the rights assigned hereunder.

7.2.4 Provider shall not acquire any right to any tradename, trademark, and service
mark, copyright,

patent or other form of intellectual property of Seller. Provider shall not use such
intellectual property

of Seller in any manner except in the performance of its obligations hereunder as

permitted or

contemplated in connection therewith.

7.3. Severability; Waiver

If any of the provisions of this Agreement shall be held invalid or unenforceable by

reason of the

scope or duration thereof or for any other reason, such invalidity or

unenforceability shall attach to the

particular aspect of such provision found invalid or unenforceable and shall not
affect any other any

other provision of this Agreement. To the fullest extent permitted by [YOUR

COUNTRY LAW], this
Agreement shall be construed as if the scope or duration of such provision had
been more narrowly

drafted so as not to be invalid or unenforceable.

7.4 No other Agreements

The parties acknowledge having read this Agreement and agree to be bound by its
Terms.

This Agreement and the Schedules attached hereto and supersedes and replaces
any

existing agreement written or otherwise, entered into between or among Seller and
Provider

relating to the subject matter hereof except that the provisions of that certain
Nondisclosure

Agreement, dated ___________, between Seller and Provider, shall remain in full
force and

effect as it relates to the exchange of information between the parties from the date
of such

Nondisclosure Agreement through the date of this Agreement.

7.5 Assignability

This Agreement shall not be assigned by either party without the prior written
consent of the other

party, which shall not be unreasonably withheld or delayed, except that Seller may
assign this

Agreement or any of its rights and responsibilities hereunder, in whole or in part, to

any affiliate or any

entity which acquires all or substantially all of the assets or operations of its
Internet-related services

business dealing with the Products, with notice to but without the consent of
Provider. Any such

attempted assignment lacking consent where required shall be null and void.
7.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
the State of Tamil

nadu, with regard to its choice of law provisions.

7.7 Force majeure; Disaster recovery

Each party shall be released from and shall have no liability for any failure beyond
its reasonable

control, including, but not limited to, acts of God, labor troubles, strikes, lockouts,
severe weather,

Delay or default of utilities or communications companies or accidents.

7.8 Independent contractor

With respect to all matters relating to this Agreement, Provider shall be deemed to
be an independent

contractor. Provider shall not represent itself or its organization as having any
relationship to Seller

Other than that of an independent agent for the limited purposes described in this
Agreement.

7.9 Authorized representatives

Provider shall designate and maintain at all times hereunder a project manager to
serve as a single

point of contact for Seller to assist in the resolution of all technical, operational and
implementationRelated matters. Provider shall endeavor not to change such project
manager without Seller's

approval, and in any event shall notify Seller of any such changes. In addition,
each party shall, at all

times,

Designate one representative who shall be authorized to take any and all action
and/or grant any
approvals required in the course of performance of this Agreement. Such
representations shall be

fully authorized to act for and bind such party including the approval of
amendments to this

Agreement. Until written notice to the contrary (as delivered in accordance with
Section 7.9), the

authorized representatives of the parties are as follows:

For SELLER: For PROVIDER:

Gleam global services] (the “seller"), a company organized and existing under the
laws of the

[State/Province] of [STATE/PROVINCE], with its head office located at:

____________________________________________________________________

[PROVIDER NAME] [Address, City, State –Pincode] [STATE /PROVINCE]

7.10 Notices

Any notice required or permitted hereunder shall be deemed sufficient if given in

writing and delivered

personally, by facsimile transmission, by reputable overnight courier service or

[COUNTRY] mail,

postage prepaid, to the addresses shown below or to such other addresses as are
specified by similar

notice, and shall be deemed received upon personal delivery, upon confirmed
facsimile receipt,

[NUMBER] days following deposit with such courier service, or [NUMBER] days
from deposit in the

[COUNTRY] mails, in each case as herein provided:

If to [SELLER NAME]: If to [PROVIDER NAME]:

[CALL CENTER] [PROVIDER NAME]

[STATE/PROVINCE]
Attention: [INDIVIDUAL NAME] Attention: [INDIVIDUAL NAME]

[PHONE NUMBER] [PHONE NUMBER]

With a Copy to: With a Copy to:

[INDIVIDUAL NAME] [INDIVIDUAL NAME]

[FAX NUMBER] [FAX NUMBER]

[FULL ADDRESS] [FULL ADDRESS]

[PHONE NUMBER] [PHONE NUMBER]

A party may change its address and the name of its designated recipient of copies
of notices for

purposes of this Agreement by giving the other parties written notice of the new
name and the

address, phone and facsimile number of its designated recipient in accordance with
this Section 7.9.

7.11 Representations

Except as noted herein, no employee, agent or representative of either party will

have the authority to

bind the other party to any representation, oral or written, or any warranty
concerning the Services or

the performance of the Services.

7.12 Arbitration

Any disputes or controversy, which this Agreement expressly provides to be

resolved by arbitration,

shall be settled by arbitration in accordance with the [YOUR COUNTRY] Center for
Public Resources

Rules for Non-Administered Arbitration of Business Disputes.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

SELLER (CALL CENTER] PROVIDER (PROVIDER NAME)

Authorized Signature Authorized Signature