DSA - Fair Finance - Guiding You Towards Your Financial Goals

MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (“Agreement”) is made at _______ on ___ day of ______ 2022 by and between

________________________________, a company incorporated under the Companies Act of India, having corporate identification number _________________ with its registered office at ___________________________________________ (hereinafter referred to as the “Service Provider” which term shall mean and include, unless repugnant to the context or meaning thereof, its successors and permitted assigns) of One Part;

AND

Fair Finance, a company incorporated under the West Bengal Companies Act, 1995, having its registered office at I-52, Baghajatin, Kolkata – 700 092, (hereinafter referred to as the “Company” which term shall mean and include, unless repugnant to the context or meaning thereof, its successors and permitted assigns) of the Other Part.

The Company and the Service Provider are hereinafter individually referred to as “Party” and collectively as “Parties”.

WHEREAS

The Company is the owner and operator of a technology platform under the brand name – “Fair Finance”, inter alia, engaged in the business of facilitating financial assistance for its customers through regulated lenders and the various loan products of the said lenders from time to time.
The Service Provider is, inter alia, engaged in the business of generating leads and providing other related services.
The Service Provider has offered the services of procuring leads for the Company for a mutually beneficial arrangement and has represented that it has the requisite licenses, approvals, permissions, know-how, technology, infrastructure, resources and personnel to provide the same. Basis the said representations of the Service Provider, the Company has agreed to engage the services of the Service Provider of procuring leads for the Platform as further described in Schedule I to this Agreement (hereinafter collectively referred to as ‘Services’) subject to the terms and conditions set out in this Agreement.
The Parties are desirous of setting forth the terms and conditions, representations, warranties, covenants, and principles relating to the aforesaid arrangement.

NOW IN CONSIDERATION OF THE ABOVE, it is hereby agreed by and between the Parties hereto as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context or meaning thereof otherwise requires, the following words and expressions shall have meanings assigned to them, respectively hereafter.

Agreement shall mean this Master Services Agreement dated the day month and year first above written and shall include all Schedules, Annexures and Exhibits appended herewith and any addendums or amendments executed pursuant to this Master Service Agreement.

Applicable Laws shall mean the laws including but not limited to any enactment, legislation, subordinate legislation, rules, regulations, circulars, statutory guidelines, notifications, policies applicable in India and as amended from time to time;

Business Day means a day, which is not a bank holiday in Kolkata, India;

Fees shall mean the amounts payable to the Service Provider by the Company as specified in Schedule II and in the manner specified in Clause 3;

Services shall have the same meaning as ascribed in Schedule I.

1.2 Interpretation

In this Agreement, unless the context or meaning thereof otherwise requires:

i. Words referring to a particular gender are deemed to include the other gender;

ii. Words using the singular or plural number also include the plural or singular number, respectively;

iii. The terms “hereof”, ‘herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement;

iv. The term “Clause” refers to the specified clause of this Agreement;

v. Headings, sub-headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;

vi. Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision;

vii. Any term or expression used but not defined herein shall have the same meaning attributable to it under Applicable Laws;

viii. References to the word “include” or “including” shall be construed without limitation;

ix. Each of the representations, warranties and undertakings contained hereof shall be separate and independent and shall not be limited by reference to any other Clause or by anything in this Agreement; and

x. In the event of any disagreement, the decision of the Company shall be final and binding.

xi. The schedules and exhibits annexed to this Agreement form an integral part of this Agreement and will be of full force and effect as though they were expressly set out in the body of this Agreement.

2. ENGAGEMENT OF SERVICE PROVIDER

The Service Provider has agreed to render Services to the Company as more fully described in Schedule I hereunder, on the terms and conditions hereinafter agreed and the Company is hereby engaging the Service Provider to provide the said Services as per the terms detailed under Schedule I to this Agreement.

3. FEES

3.1 For the successful provisioning of Services, the Service Provider shall be entitled to the fees agreed between the Parties in writing for time to time as detailed under Schedule 2 hereto (collectively “Fees”) and the payment of the Fees shall be made in accordance with the provisions agreed between the Parties in writing from time to time. As on the date of this Agreement, the Fee payable to the Service Provider is specified under Schedule II to this Agreement. All payment made pursuant to this Agreement shall be subject to the deduction of tax at source (TDS), wherever applicable, as per provisions of the Income Tax Act, 1961 as may be amended from time to time.

3.2 Where the Company has paid to the Service Provider any taxes, duties, levies, fees or other similar charges (including without limitation, GST), as required under any Applicable Laws, the Service Provider shall pay such sums to the relevant authority within the period prescribed by law and shall submit to the Company proof of payment of such taxes, duties, levies, fees or other similar charges and any other documents as may be required by the Company to enable them to claim any benefits (including without limitation, tax credit) as may have accrued to them under Applicable Laws.

In the event, the Service Provider fails to make payment of any taxes, duties, levies, fees or other similar charges as required under Applicable Laws, the Service Provider shall become liable to reimburse the Company for the following: (i) any benefits such as tax credits which the Company would otherwise be entitled to under Applicable Laws (ii) any interest and/or penalties payable by the Company in relation to the amounts not paid by the Service Provider or benefits availed by the Company, and/or (iii) any other additional taxes or late charges, whatsoever, payable by the Company under any Applicable Law due to failure of the Service Provider in making payment of any of the taxes, duties, levies, fees or other similar charges.

4. COMPANY’S REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants that, as on the date of this Agreement:

4.1 The Company is validly existing under the laws of India and is duly qualified and licensed to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications;

4.2 The Company has full power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof, and that this Agreement has been duly authorized by all necessary corporate proceedings, has been duly and validly executed and delivered by the Company, and is a legal, valid and binding obligation of the Company, enforceable in accordance with the terms hereof; and that the executants of this Agreement on behalf of the Company has been duly empowered and authorized to execute this Agreement and to perform all its obligations in accordance with the terms herein set out.

5. SERVICE PROVIDER’S REPRESENTATIONS AND WARRANTIES

The Service Provider hereby represents and warrants that, as on the date of this Agreement:

5.1 The Service Provider is validly existing under the laws of India and is duly qualified and licensed to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications;

5.2 The Service Provider has full power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof, and that this Agreement has been duly authorized by all necessary corporate proceedings, has been duly and validly executed and delivered by the Service Provider, and is a legal, valid and binding obligation of the Service Provider, enforceable in accordance with the terms hereof; and that the executants of this Agreement on behalf of the Service Provider have been duly empowered and authorized to execute this Agreement and to perform all its obligations in accordance with the terms herein set out; and that the Service Provider has all the consents, approvals, licenses and authorizations as may be required under Applicable Laws or otherwise to perform each of its obligations envisaged under this Agreement;

5.3 Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgment, order, injunction, decree or ruling of any court, or any federal, state, local or other law, statute, rule) or any covenant or agreement or instrument to which the Service Provider is now a party, or by which the Service Provider or any of the Service Provider’s property is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of the Service Provider’s constitutional documents.

6. UNDERTAKINGS BY THE PARTIES:

6.1 The Service Provider hereby agrees that:

a. The Service Provider shall provide to the Company, its internal and external auditors, inspectors, regulators and other representatives that the Company may designate and/or the Reserve Bank of India and its representatives, from time to time, access at business hours to Service Provider’s Records and other pertinent information, all to the extent relevant to the performance of Service Provider’s obligations under this Agreement subject to a prior written notice of ten (10) days. The Company shall not be liable to provide any prior notice as per this Clause in the event it is restricted to do so by the Reserve Bank of India or any other competent authorities. The Service Provider shall provide any assistance reasonably requested by the Company.

b. The Service Provider represents and covenants that all staff who is assigned to perform Services for the Company under this Agreement has been subjected to thorough background check and screening which shall include: confirmation of prior work experience, academic records and professional qualifications, character reference checks, confirmation of identity through government issues identification and criminal history, if any. The Service Provider also undertakes that any staff stationed at or sent by the Service Provider to the premises of the Company for the purposes of Services under this Agreement shall be subjected to the above background checks and shall abide by the Company’s security policies and guidelines and code of conduct in this regard. A copy of the report of the background check made by the Service Provider on its personnel engaged to provide Service to the Company will be provided to the Company. upon request by the Company.

c. The Company or its representative in conducting any such audit shall make available required documents, records and information during the term of this Agreement and up to five (5) years thereafter. The Service Provider shall also cooperate in good faith with the Company to correct any practices, which are found to be deficient as a result of any such audit within a reasonable time after receipt of the report from the Company. However, upon discovery of any excess payments, the Service Provider shall immediately reimburse the Company all such excess payments including the cost of such audit.

d. The Service Provider shall not use or display the logo or trademark of the Company without the prior written consent of the Company.

e. The Service Provider shall not make any statement, representation or warranty on behalf of the Company and enter into any contracts or arrangements on behalf of the Company or represent the Company in any form whatsoever except with the prior written consent of the Company.

6.2 The Service Provider shall maintain adequate documentation, records, audit trails, etc., in relation to the provision of the Services and shall provide access to all such documentation to the Company and any regulatory authority as and when requested, and shall make the same available for internal and external audit of the Company, as and when required.

6.3 The Service Provider hereby confirms that it has developed and established a robust framework for documenting, maintaining and testing business continuity and recovery procedures and the same are tested periodically and agrees to test the business continuity and recovery procedures/plans as and when required by the Company. The Service Provider shall maintain adequate disaster recovery and back-up procedures and contingency plans to ensure business continuity and that Service Provider is able to perform Services under this Agreement without interruption. The Service Provider hereby agrees to provide uninterrupted Services to the Company. In the event of any difficulty in providing the required Services, the Service Provider shall make alternative arrangements through other vendors as may be approved by the Company to ensure the continuity of the said Services and also to ensure that the quality and standards of Services as expected of the Service Provider by the Company in terms of the Agreement are maintained at all times, subject to any Force Majeure Event. The Service Provider must test, and permit the Company to inspect the results of such tests or to carry out its own tests upon, the procedures and plans referred to above in order to verify they serve the purpose as described above. Such tests shall be carried out bi-annually or more frequently as agreed by the Parties. A copy of such tests results shall be submitted to the Company periodically, or as and when requested by the Company.

6.4 Service Provider shall ensure that its agents/employees/ representatives:

i. are properly trained to handle with care, their responsibilities particularly aspects like soliciting customer, hours of calling, privacy of customer information or Lead and informing the correct terms and conditions of the products offered etc.

ii. adhere to extant instructions on Fair Practices Code for lending as also their own code for collection of dues or in the absence of such a code at the minimum adopt the IBA’s code for collection of dues and repossession of security. It is essential that they refrain from action that could damage the integrity and reputation of the Company.

iii. Shall not resort to intimidation or harassment of any kind either verbal or physical against any person in their debt collection efforts, including acts intended to humiliate publicly or intrude the privacy of the borrowers’ family members, referees and friends, making threatening and anonymous calls or making false and misleading representations.

6.5 Service Provider shall:

Render the Services in a lawful manner.
Perform and observe necessary rules and regulations of the Company as may be required to perform the services covered under this Agreement.

Not to do or cause to be done anything illegal which is prejudicial to the interest of the Company or whereby the business or reputation of the Company may be injured or damaged.

Maintain in full force and effect all applicable license, permits, registration and permissions as Service Provider may require for the purpose of rendering the Services under this Agreement and for matters incidental thereto particularly any permits, permissions or license as may be required by the regulators.
Comply with all statues, rules and regulations applicable to it for fulfillment of the terms of this Agreement.
Engage the requisite number of skilled and trained Representatives for rendering of the services in an efficient and timely manner and to supervise the work of the Representatives.

Ensure that necessary due diligence is done for all Service Provider’s Representatives at the time of appointment of such Service Provider’s Representatives especially ensure that all Representatives who are assigned to perform the Services under this Agreement have been subjected to reference check and screening which shall include: confirmation of prior work experience, academic records and professional qualifications, character reference checks, confirmation of identity through government issues identification and criminal history, if any.
Service Provider shall not send any unsolicited commercial communication to the customers of the Company.

Not to make any representations or statements on behalf of the Company and shall not enter into any contracts for or on behalf of the Company with any third party/parties.
Service Provider is aware that the performance of the Services requires the exercise of the due and special care and Service Provider hereby agrees to exercise due and special care in the performance of its Services and obligations hereunder.
Service Provider and its agents, representatives or employees shall possess adequate knowledge of local area & language.

Service Providers should identify customers with strict adherence to KYC norms of the Company.
Service Provider should source clients irrespective of class, creed and religion and its activities should be available to all eligible citizens of India.
Not exploit any ill-informed poor person and misrepresent the Loan.

Not be affiliated to any political/ religious organizations.

Not have any criminal record/adverse reports.
At the point of customer interface, a retail outlet/outpost of Service Provider can represent only the Company and not any other institution.
Not conduct itself or deal with any third party, in a manner that would result in a conflict of interest
Not guarantee any loan on behalf of the Company to any customer or make any false or misleading commitments on behalf of the Company

Ensure that their personnel do not to collect any amounts in cash from any customers

Seek prior written approval of the Company before issuing any brochure, advertising material or other communication on behalf of the Company.

6.6 The Company hereby agrees and undertakes to provide all reasonable assistance as may be required by the Service Provider for providing the Services and carrying out its obligations under this Agreement.

7. INDEMNITIES AND LIMITATION ON LIABILITY

b. Service Provider (‘Defaulting Party’) shall indemnify and save harmless the Company (‘Receiving Party’), its successors and assigns against all liabilities, claims including third party claims, losses, damages and expenses arising as a result of breach of any terms, covenants, undertakings, representations warranties and obligations under this Agreement or any misconduct, negligence or willful default on the part of the Defaulting Party; provided that such loss, damage, claim or liability is not due to Receiving Party’s negligence or lack of due diligence. Each indemnity in this Clause is a separate and independent obligation and shall continue after termination of this Agreement.

c. In no event shall either Party be liable to the other for any indirect, consequential, incidental, speculative or special damages arising from any claim or action hereunder, based on contract, tort or other legal theory, and whether advised of the possibility of such damages.

d. The Service Provider agrees and confirms that it shall always take adequate system security measures/ safeguards/ precautions/ due diligence in accordance with standard industry practices to avert a chance of any phishing attempt/ fraud/impersonation during provisioning of the Services.

8. DURATION AND TERMINATION OF AGREEMENT

a. Term:

This Agreement shall be effective from ___________ and shall continue in full force and effect for a period of one (1) year from the date of execution hereof, unless terminated in accordance with the provisions of this Agreement. The Parties shall that after expiry of the initial term, the Agreement shall renew on a month-on-month basis unless extended or terminated by either Party as per the provisions below.

b. Termination:

Either Party may terminate this Agreement if the other Party commits a breach of any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same.

Either Party may terminate this Agreement after giving thirty (30) days prior written notice of the same to the other Party at any time during the period of this Agreement without assigning any reason whatsoever.
Company may terminate this Agreement forthwith by way of a written notice in the event the Service Provider and/or its Representatives are found to be (i) in breach of any Applicable Laws; (ii) conducting any fraudulent or illegal activity; (iii) misrepresenting (iv) in breach of any confidentiality obligations under this Agreement.

The termination or expiry of this Agreement will not affect the obligations of the loans already sanctioned or disbursed through the lending partners of the Company.

c. Consequences of Termination:

Upon expiry or termination of this Agreement each Party shall immediately return all material embodying Confidential Information belonging to the other Party and all other information, documents, manuals, literature and materials belonging exclusively to the other Party, including any copies made thereof. Any and all Fees due to the Service Provider shall become payable within thirty days of termination and/or expiry.

9. CONFIDENTIALITY

a. The Parties will always maintain the utmost confidentiality regarding the contents of this Agreement. Provided however, the Parties may make an announcement to the public or to any third party with prior written consent of the other Party regarding the engagement entered into under this Agreement without disclosing any commercial aspects of the transaction (including specifically the provisions of Schedule I and Schedule II).

b. During the term of the Agreement, each Party may provide to the other Party proprietary and confidential information that it considers essential for the conduct of this arrangement. Each Party agrees to hold proprietary and confidential information of the other Party in confidence and to protect it against disclosure to the public and third parties and shall take all reasonable precautions to prevent any unauthorized disclosure of confidential information to the public and third parties. Each Party agrees to use the confidential information exclusively for the purposes of this Agreement and shall not make it available to any third party. Each Party agrees that it shall disclose the confidential information of the other Party to its directors, officers, employees, agents, sub-contractors (‘Representatives’) on a need-to-know basis only and to the extent necessary for the purpose of this Agreement.

c. The Service Provider shall not use or sell the information of the Lead / interested Customer without the prior consent of the Company except as required as per applicable law.

d. Exceptions: The provisions of Clause 9 above shall not apply to:

i. disclosure of any information contained in this Agreement that is or comes into the public domain or becomes generally available to the public other than through the act or omission of or as a result of disclosure by or at the direction of any of the Parties or any of its representatives in breach of this Agreement (For sake of clarity, any information of the Qualifying Customer available in public-domain shall continue to be protected by the obligations of confidentiality here unless otherwise required by any Applicable Laws);

ii. disclosure, after giving prior notice to the other party to the extent practicable under the circumstances or permissible by Applicable Law and subject to any practicable arrangements to protect confidentiality, to the extent required under any Applicable Laws;

iii. information acquired independently by the Receiving Party from a third-party source provided that such third party is not in breach of any confidentiality obligation in respect of such information; and

iv. information already known or already in the lawful possession of the Receiving Party as of the date of its disclosure, without any confidentiality obligations.

e. Each Party shall monitor, on a regular basis, any breaches in the security practices/processes and controls involved in the arrangement and any instances of security breaches shall be disclosed to the non-defaulting Party.

The Parties acknowledge that a breach by either Party of this Clause 9 or Clause 12 of the Agreement may cause non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, non-breaching Party may institute an action to enjoin the breaching Party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and non-breaching Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled to at law or in equity.

g. This Clause shall survive termination or expiry.

10. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the Laws of India. Parties agree to submit to the exclusive jurisdiction of the Courts of Kolkata, India.

11. PRINCIPAL TO PRINCIPAL

Each party understands that it is an independently owned business entity and the Agreement does not make the employees, associates or agents of one Party as employees, agents or legal representatives of the other Party for any purpose whatsoever. This Agreement is entered into between the Parties on principal-to-principal basis and it will not create any employer, employee relationship between the Parties nor shall this Agreement be deemed to create any partnership, joint venture, franchisee or association between the Company and the Service Provider.

12. INTELLECTUAL PROPERTY RIGHTS

All rights, title and interest of the Parties in and to the trade names, trademark, service marks, logos, graphics, advertising copy, products, copyrights, ideas, know-how, programs and all other intellectual property rights shall remain the exclusive property of such Party and the other Party shall not be entitled to use the same without the express prior written consent of Party that owns rights in such intellectual property. Notwithstanding anything contained in this Agreement, this clause shall survive indefinitely, even after termination of this Agreement. Notwithstanding anything to the contrary contained anywhere in this Agreement or otherwise, Service Provider shall not use the brand-name and/or the trademark of the Company or any of the lending partners of the Company save and except as specifically authorized by the Company in writing. In the event the Company makes a request for removal of any brand-name / trademark, the Service Provider shall remove / cease use of the same forthwith and provide a written confirmation to the Company to this effect notwithstanding anything to the contrary contained in this Agreement.

13. MISCELLANEOUS

a.Notice: Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, post, cable, facsimile or telex to the registered address of the Company.

Notice and instructions will be deemed served (7) days after posting or upon receipt in the case of hand delivery, cable, telex, email, or facsimile.

b. Modification and amendment: No modification, alteration or amendment of this Agreement shall be valid unless signed by or on behalf of each of the Parties.

c. Change in Applicable Law: Both Parties hereby agree that where any change in any Applicable Law requires any modification or alteration in the Agreement, such alteration and modification shall be made forthwith and the Company hereby agrees and affirms that the Company shall not refrain from paying any fee, as may be payable to the Service Provider under this Agreement, pursuant to such modification/ alteration or pending such modification/ alteration.

d. No waiver: No failure or delay on the part of a Party in exercising any power, right or remedy under this Agreement shall be construed as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

e. Assignment: This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. The Service Provider shall be entitled to subcontract any of its obligations under this Agreement to another Person (Sub-Contractors) only with the prior written consent of the Company and sub-contracting shall be subject to the condition that Service Provider shall remain accountable/liable to the Company in respect of all such sub-contracted obligations. The Service Provider agrees and understands that the Company shall have necessary control and oversight over such subcontractors engaged by the Service Provider as above.

f. independent Rights: Each of the rights of the Parties hereto under this Agreement are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise.

g. Severability: Each and every obligation under this Agreement shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part. To the extent that any provision(s) of this Agreement are unenforceable, the Parties shall endeavor to amend such clauses as may be necessary to make the provision or provisions valid and effective. Notwithstanding the foregoing any provision which cannot be amended as may be necessary to make it valid and effective shall be deemed to be deleted from this Agreement and any such deletion shall not affect the enforceability of the remainder of this Agreement not so deleted provided the fundamental terms of the Agreement are not altered.

h. Performance of the Agreement: If by the terms of this Agreement, any act would be required to be performed on or within a period ending on a public holiday in Kolkata, India, then it shall be performed, on or by the immediately succeeding Business Day.

i. Mode of payment: All monies, which a Party is entitled to receive under these presents, shall be paid to such Party by electronic funds transfer or through any other mutually agreed modes.

j. Force Majeure Event: If the whole or any part of the performance by the Parties of any part of their respective obligations or exercise of rights hereunder is prevented or delayed by causes, circumstances or events beyond the control of a Party including delay due to floods, fires, accidents, earthquakes, riots, explosions, wars, hostilities, acts of government, custom barriers, hartals, strikes, epidemic or other causes of like character beyond the reasonable control of the Party, then to the extent the any Party is prevented or delayed from performing all or any part its obligations or exercising all or any of its rights hereunder by reason thereof despite due diligence and reasonable efforts to carry out such performances notwithstanding such causes, circumstances or events, the Party shall be excused from performance hereunder for so long as such causes, circumstances, or events shall continue to prevent or delay such performances.

k. Costs and expenses: Each of the Parties hereto shall pay their own costs and expenses (including the fees and costs of any financial or technical advisors, lawyers or accountants engaged by it) relating to the negotiation, preparation and execution of this Agreement and all other related documents. Any costs/charges related to the payment of stamp duty w.r.t this Agreement shall be borne equally by the Company and the Service provider.

l. Entire Agreement: This Agreement shall contain the entire understanding of the Parties and shall supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

m. Partial Invalidity: If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.

n. Counterparts: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day, month and year first hereinabove appearing

For and on behalf of Company:

Name: _________________________

Title: _________________________

For and on behalf of the Service Provider: