Legal NBFC Agreement

LEGAL NBFC AGREEMENT

This Non-Banking Financial Company Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Lender: , a company organized as Private Limited Public Limited Other, with registered address at , Registration No.: (hereinafter "Lender") and NBFC: , a non-banking financial company organized as Private Limited Public Limited Other, with registered address at , Registration No.: (hereinafter "NBFC"). Lender and NBFC are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Lender is engaged in the business of providing financial accommodation and requires the services of a regulated non-banking financial company to originate, service and/or manage certain loan products in accordance with applicable law; and

WHEREAS, NBFC is duly licensed and authorized to provide loan origination, servicing, collection and other related financial services, and has represented to Lender that it maintains the requisite licenses, systems and compliance controls to perform such services; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the origination, funding, servicing and administration of loans and related services as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Agreement" means this Legal NBFC Agreement and all schedules and annexures hereto. "Applicable Laws" means all statutes, regulations, rules, guidelines and legally binding directives issued by any Regulatory Authority having jurisdiction over the Parties or the Services. "Business Day" means a day on which banks are open for general business in the jurisdiction of the NBFC. "Services" means the services to be provided by NBFC under this Agreement, including loan origination, underwriting, disbursal, servicing, collections and reporting as more particularly described in Section 2 and Schedule A:

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Lender hereby engages NBFC, and NBFC accepts such engagement, to provide the Services described herein under the terms and conditions of this Agreement. NBFC shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with Applicable Laws.

2.2 Scope. The Services shall include, without limitation, origination and underwriting of loans within the product parameters set by Lender, disbursal and settlement of funds, collection and recovery, customer onboarding and KYC verification, maintenance of loan records, and periodic reporting to Lender. Permitted product lines and restrictions:

2.3 Parameters. Maximum aggregate loan exposure under this Agreement: INR . Standard interest rate parameter for loans originated pursuant to this Agreement: % per annum, subject to specific loan documentation and Applicable Laws.

3. REGULATORY COMPLIANCE &licensing

3.1 Licenses. NBFC represents and warrants that it holds all licenses and authorizations required to perform the Services and will maintain such licenses in full force and effect during the Term. NBFC shall promptly notify Lender in writing of any material change in the status of such licenses.

3.2 Regulatory Filings; Cooperation. Each Party shall comply with Applicable Laws and shall cooperate with the other Party in connection with any regulatory inspections, audits or inquiries relating to the Services, provided that material confidential information shall be subject to the confidentiality provisions of Section 7.

4. KYC, AML AND SANCTIONS

4.1 KYC Obligations. NBFC shall be solely responsible for customer identification, KYC documentation and verification, record retention and ongoing monitoring in accordance with Applicable Laws. NBFC shall make available to Lender, upon request, copies of KYC records and evidence of due diligence performed.

4.2 AML and Sanctions. NBFC shall implement and maintain adequate anti-money laundering, counter-terrorist financing and sanctions screening controls. If NBFC becomes aware of any transaction or customer that may reasonably be considered suspicious, NBFC shall, in accordance with Applicable Laws, notify and consult with Lender and take such measures as required under law.

5. FEES, ACCOUNTING AND PAYMENT

5.1 Fees. Lender shall pay NBFC fees for Services as follows: Processing fee per loan: INR ; Servicing fee: % of outstanding principal per annum, unless otherwise agreed in writing.

5.2 Payment Terms. Fees are payable within days of receipt of a proper invoice. All payments shall be made in cleared funds to the designated bank account of the receiving Party.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) it has the requisite corporate power and authority to enter into and perform this Agreement; and (c) execution, delivery and performance of this Agreement has been duly authorized and will not violate any contractual obligation or Applicable Law.

6.2 NBFC Additional Warranties. NBFC further represents and warrants that all Services shall be performed in accordance with Applicable Laws, industry standards and sound underwriting practices, and that NBFC shall maintain at all times qualified personnel and infrastructure to perform its obligations.

7. CONFIDENTIALITY

7.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one Party to the other in connection with this Agreement, including customer data, pricing, underwriting criteria and business processes. Each Party shall keep Confidential Information strictly confidential and shall use it solely for purposes of performing this Agreement.

7.2 Permitted Disclosure. Confidential Information may be disclosed to employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and as required by Applicable Laws or regulatory process, provided that the disclosing Party gives prior notice when legally permitted.

8. DATA PROTECTION AND REPORTING

8.1 Data Handling. Each Party shall maintain administrative, technical and physical safeguards appropriate to protect personal data and confidential information against unauthorized access, alteration or destruction and shall comply with applicable data protection laws.

8.2 Reporting. NBFC shall provide Lender with periodic reports containing the information reasonably required by Lender to monitor performance, compliance and loan portfolio quality. The content, frequency and format of such reports shall be as set forth in Schedule B and agreed in writing between the Parties.

9. INDEMNIFICATION

9.1 Indemnity by NBFC. NBFC shall indemnify, defend and hold harmless Lender and its officers, directors and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from (a) NBFC's breach of this Agreement, (b) NBFC's negligence, willful misconduct or material violation of Applicable Laws in connection with the Services, or (c) inaccurate or fraudulent representations, warranties or KYC due diligence performed by NBFC.

9.2 Indemnity by Lender. Lender shall indemnify, defend and hold harmless NBFC for claims resulting from Lender's breach of this Agreement or Lender-provided information that is false or misleading in any material respect.

10. LIMITATION OF LIABILITY

Except for liabilities arising from fraud, willful misconduct or obligations to indemnify for regulatory penalties, neither Party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits. The aggregate liability of each Party for direct damages arising out of or in connection with this Agreement shall not exceed INR or the sums actually paid under this Agreement in the twelve (12) months preceding the claim, whichever is greater.

11. TERM; TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months (the "Term"), unless earlier terminated in accordance with this Section.

11.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to the termination date.

11.3 Effect of Termination. Upon termination, NBFC shall, to the extent permitted by law, transfer or return all Lender data and outstanding payments shall be settled in accordance with Section 5. Provisions that by their nature survive termination shall survive.

12. NOTICES

Notice Address for Lender

Notice Address for NBFC

Notices shall be in writing and shall be deemed given when delivered by hand, sent by nationally recognized overnight courier, or sent by registered mail or electronic transmission with confirmation of receipt to the addresses set forth above or such other address as a Party may designate by notice in accordance with this Section.

13. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld; provided that either Party may assign this Agreement in its entirety without consent to an affiliate or successor in connection with a merger, consolidation or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations under this Agreement.

14. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, strikes, pandemics, government actions, or failures of telecommunications or power, provided that the affected Party promptly notifies the other and uses reasonable efforts to resume performance.

15. DISPUTE RESOLUTION

The Parties agree to use good faith negotiations to resolve disputes arising out of this Agreement. If the dispute is not resolved within sixty (60) days, the Parties shall submit the dispute to binding arbitration administered in accordance with the arbitration rules mutually agreed by the Parties. The decision of the arbitrator(s) shall be final and binding on the Parties.

16. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

17.2 Entire Agreement. This Agreement, together with any schedules and annexures referenced herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written agreements.

17.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect to the maximum extent permitted by law.

17.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution by electronic signature or facsimile shall be binding as an original.

MISCELLANEOUS

The Parties acknowledge that they have the authority to execute this Agreement and that the obligations set forth herein are legally binding. All exhibits, schedules and attachments identified in this Agreement are incorporated by reference and form an integral part of this Agreement.

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