INDIA NON JUDICIAL

Government of National Ca pital Territory of Delhi :

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Cortificate No. lN-DL1 9266630558685V

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Certificate lssued Date 12-Jun-2023 02:54 PM ,

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Account Reference TMPACC (rvy d1806603/ DELHT/ DL-DLH c

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Unique Doc. Reference suBtN-D1D1806603081 307841 9901 1 V
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Purchased by TEAM COMPUTERS PVT LTD :
Description of Document Article 5 General Agreement
Property Description Not Applicable
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This Service Agreement ("Agreement") is executed on this 22nd day of May 2023 ("Effective t,

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NeoGrowth Credit Private Limited, a company incorporated under the provisions of the 9,
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Companies Act, L956, and also registered as NBFC under the provisions of the Reserve Bank of i::

India Act and having its registered address at 802, Bth floor, Tower A, Peninsula Business Park, r
Ganpatrao Kadam Marg, Lower Parel West, Mumbai - 400013 (hereinafter referred to as the
"NeoGrowth" which expression shall, unless repugnant to the context or meaning hereoi include I

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its successors in intereSt and permitted assigns) of the First Part. L.

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Certificate No. lN-D116652336617667V

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Certificate lssued Date 07-Jun-202311:43 AM I
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Account Reference TMPACC (rVy dt806603/ DELHT/ DL-DLH

Unique Doc. Reference suBt N-D1D180660303
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Purchased by TEAM COMPUTERS PVT LTD
Description of Document Article 5 General Agreement I

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Prelgffigl(BntCREEMENT,,."".. "....
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This Service Agreement ("Agreement") is executed on this 22nd day of May 2023 ("Effective U

date"). F-

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NeoGrowth credit privrte Limited, .;t;t}ertLo.oo.",ed under the provisions of the il:

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Companies Act, 1956, and also registered as NBFC under the provisions of the Reserve Bank of ai

India Act and having its registered address at 802, Bth floor, Tower A, Peninsula Business Park, UJ

Ganpatrao Kadam Marg, Lower Parel West, Mumbai - 400013 (hereinafter referred to as the t-

"NeoGrowth" which expression shall, unless repugnant to the context or meaning hereof, include
its successors in d permitted assigns) of the First Part. !l
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Team Computers Private Limited, a company incorporated under the provisions of the
Companies Act, L956/2013 and having its registered address at - No.1, Mohammadpur, Near
Bhikaji Cama Place, New Delhi-110066 and another 0ffice at Radha Rani Silk Compound, 30 Parsi
Panchayat Road, Andheri East, Mumbai - 400069 [hereinafter referred to as the "the Service
Provider" which expression shall, unless repugnant to the context or meaning hereof, include its
successors in interest and permitted assigns) of the other Part,

NeoGrowth and the Service Provider are hereinafter collectively referred to as "Parties" and
individually referred to as "Part5/".
WHEREAS

A. NeoGrowth is engaged in the business of providing loans to small and medium

enterprises.

B. The Service Provider is in the business of providing IT solutions services and inter alias is
engaged in the busrness of providing specific services to its customers through deputation
of skilled and/or Semi-Skilled employees/personnel (these employees/personnel sent on
deputation are hereinafter referred to as "Associate[s)" to its customers whether onsite
or offsite.

C. The Service Provider has approached Neo-Growth with a proposal for resource
manpower services and Neo-Growth has agreed to avail the Services from the Service
Provider as per terms and conditions set out hereunder.

D. Accordingly, the Parties are entering into this Agreement to ascertain and record the inter
se rights and obligations of the Parties.

NOW THEREFORE, in consideration of the premises and mutual promises, covenants set forth
hereinafter this Agreement witnessed as follows:

I, SCOPEOISERYIEE

The Service Provider shall provide, such services as are described in Schedule A of this
Agreement which is attached hereto and made a part hereof ("Services").

2, EFFECTIVE DATE

This Agreement shall be effective from the Effective Date and shall be valid unless terminated
earlier in accordance with this Agreement ("Term").

3. REPRESENTATION AND WARRANTIES

The Service Provider hereby undertakes, affirms and agrees that:

3.1 it is in good standing and that it has full authority to enter into this Agreement and has
obtained all necessary approvals under applicable law to perform its obligations under this
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 3.2 it has considerable knowledge, expertise, infrastructure, resources and capability to
provide Services as described under this Agreement,

3.3 it is capable of providing services under this Agreement and will remain so, under the laws
and regulations applicable to it.

3.4 it 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, entered into
has been duly authorized by all necessary authorization proceedings, has been duly and
validly executed and delivered, and is a legal, valid, and binding obligation of, enforceable
in accordance witn the terms hereof; and that the executants of this Agreement are duly
empowered and authorized to execute this Agreement and to perform all its obligations in
accordance with the terms herein.

3.5 No consent, approval, authorization, ordet registration or qualification ol or with, any

court or regulatory authority or other governmental body having jurisdiction over the
Service Provider; the absence of which would adversely affect the legal and valid execution,
delivery and performance of this Agreement or the documents and instruments
contemplated hereby, is required,

3.6 The Service Provider have taken all necessary corporate action to authorize the execution
and consummation of this Agreement and will furnish satisfactory evidence of same upon
request.
3.7 Notwithstanding anything to the contrary, the Parties agree that the cost or consideration
for providing services by the Service Provider [hereinafter referred to as "Service Fees")
shall be subject t,., change from time to time, to the extent such change is required by,
without limitation, the changes in applicable law[s) or the prevailing market conditions .
The Service Provider shall duly inform the Neo-growth about an intended change in
Consideration by providing a prior noticc in writing through email and such change in
Consideration shall come into effect as per mutual discussion of the Parties.

4, SERVICEFEE

4,1 The Service Provider will bill NeoGrowth for the Services as set forth in Schedule B that is
attached hereto and made a part hereof, The terms of payment and rates agreed between
the Parties are stated in Schedule B of this Agreement.

4.2 The payment shall be made within 30 days after receipt of invoice by NeoGrowth.

4,3 The Service Fees shall be subject to applicable taxes'

4.4 The Service Provider agrees to report correct GST amount on GST portal in favor of
NeoGrowth. In case of same is not reported as per requirements of law, the Service Provider
will indemnify NeoGrowth towards the amount of Incorrect GST along with applicable
Interest NeoGrowth will release payment only when GST as per
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5. TAXES

The prices paid to thc'Service Provider are exclusive of all taxes. NeoGrowth shall also not
have liability for and no obligation for any state or local income tax, with respect to any
individual assigned by the Service Provider to provide services hereunder, provided,
however, that nothing contained herein shall prevent Neocrowth from deducting tax
deductible at source as required by law or regulations. Any amendment or additional
government taxes/duties/levies related to the Service Providers Services introduced by the
government during the period of the Agreement would be billed to NeoGrowth on actual.

6. OBLIGATION OF THE SERVICE PROVIDER

6.1 The Service Provider shall during the continuance of this Agreement: (i) use his best
endeavors to deliver the Services to the reasonable satisfaction of NeoGrowth; (ii) comply
with all applicable laws and regulations, in relation to the Services to be rendered by the
Service Provider; (iii) incur no liability on behalf of NeoGrowth nor shall the Service
Provider; nor any partner; agent or employee of the Service Providel shall bind NeoGrowth
into any agreement or arrangement of any nature without the prior written approval of
NeoGrowth; and [iv) perform the Services in accordance with the terms and conditions of
this Agreement.

6.2 The Service Provider shall adhere to the additional obligations as per guidelines of RBI with
respect to NBFC's as mentioned in Schedule C of this Agreement.

6.3 The Service Provider agrees not to engage in any prohibited activities and comply with
NeoGrowth's Environmental Social and Human Capital (ESHC) Policy to the extent
applicable io it as mentioned in Schedule E of this Agreement.

6.4 The Service Provider will provide NeoGrowth access to all books, records, information,
logs, alerts and business premises relevant to the services to be provided under this
Agreement.

6.5 The Service Provider shall allow Reserve Bank of India or persons authorised by itto access
NeoGrowth's IT infrastructure, applications, data, documents, and other necessary
information given to, stored or processed by the service provider and/ or its sub-
contractors in relation to the Service Provider under this Agreement within reasonable
time.

7. FACTTTTATION

7.1 The Service Provider shall notify NeoGrowth the name of its designated personnel who will
be looking after all matters (including but not limited to) such as deputation, withdrawal,
change, separation, termination, etc. of its Associate(s) to NeoGrowth,

7.2 Neo te personnel and notify the Service Provider on the same for the
obligations under this Agreement. These personnel shall be the

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 principal coordinator for the purposes of this Agreement and shall be empowered to
discuss and reach agreement on any actions with regard to any operational aspect of the
deputation.

8. EMPLOYMENT

8.1 It is clearly understood and agreed by and between the Parties that NeoGrowth shall not
be held responsible or liable under Labour laws, concerning employment, that are in force
and that may come into force from time to time, in respect of the Associate[s) and the
Service Provider alone shall be responsible for their terms and conditions of services and
on no account the Associate(s) shall be deemed to be the employees of NeoGrowth.

8.2 The Service Provider hereby further agrees that NeoGrowth shall not be held responsible
against any claim, charges, demands made or raised on NeoGrowth by Associate(s), to the
extent they relate to their employment with the Service Provider

9. REPTACEMENT OF SEPRATED DEPUTEES

In the event anyAssociate(s), deputed bythe Service Provider ceases to perform services, due
to Associate(s) own fault and no fault of NeoGrowth. within 90 (ninety) days of deputation,
the Service Provider shall forthwith arrange for replacement of the Associate[s) to
NeoGrowth and NeoGrowth shall not have to incur more fees than that it would have paid had
the original Associate(s) continued to perform the required services.

10. STATUTORY COMPLIANCE

The Service provider shall comply with the provisions of all Labour Law statutes, ordinances,
rules and regulations applicable to the employment of Associate(s) and the services agreed
to be provided pursuant to this Agreement and shall obtain all necessary registrations,
licenses, approvals, sanctions from PF, ESI, Contract Labour Act and under any other
applicable laws.

11. CONFIDENTIALITY

L 1.1 The Service Provider will, at all times, maintain the utmost confidentiality regarding the
contents of this Agreement and any proprietary information of NeoGrowth including
business, technical or financial information that is, at the time of disclosure, designated
in writing or not as confidential or otherwise comes in the possession of the Service
Provider or its employees while delivering services under this Agreement (hereinafter
the "Confidential Information").

LL.Z The Service Provider will not make any announcement to the public or to any third party
regarding the arrangements contemplated by this Agreement without the consent of
NeoGrowth, provided such consent shall not be unreasonably withheld or delayed. Any
statement or disclosure which may be required by law or called for; by the ents
of anv and any such statement or disclosures

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 extensive than is usual or necessary to meet the requirements imposed upon the Party
making such statement on disclosure of which prior intimation of at least 7 (Seven) days
before the disclosure shall be made to NeoGrowth. Furthe[ Confidential lnformation, if
required to be disclosed to the employees or agents or other associates of the Service
Providet shall be disclosed strictly on a "need to know" basis and the confidentiality
obligations imposed on the Service Provider shall extend to the employees or agents or
other associates ofthe Service Provider.

11.3 The Service Provider shall not be liable for disclosure or use of any Confidential
Information if the same:

(i) Is in or enters the public domain without any fault of it;

(ii) Is known at the time of first receipt, or thereafter becomes known to the Service
Provider prior to such disclosure without similar restrictions from other sources,
as evidenced by written records;
(iii) Is disclosed pursuant to any law or order of any court or regulatory authority
having jurisdiction over the Service Provider;

11.4 The parties agree thatthe use of such Confidential Information disclosed to any third
party or individual shall be limited to and be utilized solely for the purposes of providing
Services under this Agreement.

11.5 This clause and the obligations herein shall survive the termination of this Agreement
and shall continue to be valid for a period of 3 (three) years from the date of termination
of this Agreement.

12. DATA PROTECTION AND RETENTION:

LZ.L The Service Provider undertakes to comply with the data privacy norms required under
laws in force, from tirne to l.inre, irrcluding the provisions of the Information Technologv
(Reasonable Security Practices and Procedures and Sensitive Personal Data or
Information) Rules, 2011 framed under the Information Technology Act, 2000 and Data
protection legislations that may come into force during the existence of this Agreement.
The Service Provider shall maintain a proper audit trail and preserve the documents for
the transactions done in pursuance to this Agreement, during the currency of this
Agreement. The Service Provider shall not retain any files and papers (including those
in electronic form) relating to the work on behalf of NeoGrowth and share, return the
same to NeoGrowth upon termination or end of term and if NeoGrowth inform the
Service Provider to destroy such files and papers, the Service Provider shall abide and
adhere to the instruction given by NeoGrowth.

12.2 NeoGrowth is required to ensure confidentiality, integrity and authorized access to

information by the Service Provider as per Master Direction - Information Technology
Framework applicable to NBFC, therefore Service Provider will be required to adhere to
and comply with the IT security policy of NeoGrowth as mentioned in Schedule D of this

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 12.3 The Service Provider undertakes that any and all data generated, shared, exchanged
between parties under this Agreement will be stored, processed and maintained on
designated servers in India and that no such data at any time will be processed on
or transferred to any portable computing device or any portable storage medium, unless
that storage medium is in use as part of the Service Provider's designated backup
and recovery processes.

13. PROPRIETORYRIGHTS

13.1 All proprietary printed or otherwise recorded in any form materials and any ideas,
conceptS, designs, know hoq methodology adopted developed by either party will
belong to the originating party and neither party will use any such proprietary
information and material of the other party other than for projects executed under this
Agreement. NeoGrowth shall be authorized on a non-exclusive basis to use any such
materials, ideas, concepts, know-how or techniques for the duration of this Agreement
and for so long as the NeoGrowth legally has use of the software/hardware to which
they relate and has fully paid the Service Provider for all Services rendered under this
Agreement.

Lg.2 Subject to the above, the Service Provider agrees that work product including but not
limited to all information, reports, studies, computer programs, data files and systems,
object or source code, Flow charts, diagrams, and other tangible material of any nature
whatsoever produced by or as a result ofany ofthe Services rendered hereunder shall
be the sole and exclusive property of NeoGrowth. In furthcrancc thcreof, the Service
Provider hereby irrevocably grants, assigns, transfers to NeoGrowth all rights, title and
interest of any kind, in and to any work product produced hereunder. The Service
Provider shall be entitled to make absolutely no use of any of the materials except as
may he expressly permitted in this Agleeutertt,

14. INDEMNIFICATION

14.1 The Service Provider shall be liable to NeoGrowth for any and all losses and expenses of
any nature whatsoever arising directly or indirectly from any misrepresentation,
dishonest, criminal or fraudulent act of any of the Service Provider's representatives and
employees.

L4.2The Service Pro;,ider hereby represents and warrants to NeoGrowth that the Services
provided by the Service Provider do not and will not violate any proprietary rights and
any third party rights, including, without limitation, confidential relationships, trademarh
patents, trade secrets, copyrights and any other proprietary rights. The Service Provider
hereby agree to indemniff and hold NeoGrowth harmless from any loss, claim damage,
costs or expense of any kind including but not limited to reasonable attorney's fees, to
which NeoGrowth may be subjected by virtue of a breach of the foregoing warranty or any
loss of data, damages to hardware equipments, software by the Service Provider its
represe loyees.

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15. tIMITATION OF IIABIIITY

15.1 Notwithstand.ing anything to contrary elsewhere contained in this Agreement, neither

Party shall, in any event, regardless of the form of claim, be liable for [a) any indirect,
special, punitive, exemplary, speculative or consequential damages, including but not
limited to, any loss of data, business interruption and loss of income or profits,
irrespective of whether it had an advance notice of the possibility of any such
damages; or (b) damages relating to any claim that accured more than two (2) years
before the institution of adversarial proceedings thereon.

15.2 Subject to the above and notwithstanding anything to the contrary elsewhere
contained herein, the aggregate liability of the Service Provider to NeoGrowth in
connection with the work under this Agreement will be limited to the proportion of
the loss or damage suffered by NeoGrowth, which is just, equitable and reasonable.
Notwithstarrding anything to the contrary herein, the liability of the Service Provider;
if any, for any claims, liabilities, losses arising in relation to or in connection with the
work under this Agreement, shall always be limited to the extent of the fees paid to
the Service Pgovider under this Agreement.

16. ANTI BRIBERY AND ANTI.CORRUPTION

The Service Provider understands that NeoGrowth may be subject to laws that prohibit
bribery and/or provision of anything of value to government officials with the intent of
influencing such official's actions in respect of NeoGrowth. The Service Provider is also
subjectto similar laws, codes of professional conduct and internal policies and procedures,
which prohibit unethical behavior. While providing services under this Agreement, the
Service Provider undertakes not to offer; promise or give financial or other advantage to
another person with the intention of inducing a person to perform improperly or to reward
impropcr behavior for the benefit of NeoGrowth.

17. TERMINATION

17.1 Terminatio4 for convenience:

This agreement stands terminated if either party gives a written notice of

termination to the other party of not less than 3 [Three) Months without assigning
any reasons. During this notice period all contracted services shall continue to be
delivered by both the parties and contracted responsibilities and services shall
continue to be provided by both the parties as though there is no termination.

lT.ZTermination due to special events:

Any party may terminate this agreement immediately upon the liquidation,
bankruptcy or insolvency of any party by giving notice of termination to the party
under liquidation, bankruptcy or insolvency.

17.3 for non-performance of Service Provider

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 If the Service Provider fails to perform its obligation under this Agreement,
NeoGrowth shall give a notice of 7 [Seven) days for remedy. The Service Provider
shall be required to remedy the deficiency in services to NeoGrowth within 7 (Seven)
days from such notice date. If the same is not remedied, this Agreement shall stand
terminated on the 3Oth day after the said period of 7 (Seven) days.

17.4 Consequences of Termination

In the event that this Agreement is terminated for any reasons, either Party shall
forthwith not later than 30 [thirty) days hand over to the other the possession of all
documents, material and any other property belonging to the other that may be in
the possession of the Party or any of its employees, agents or individuals assigned to
perform the services under this Agreement.

18. FORCE MAJEURE

The Parties shall not be liable for any failure to perform any of its obligations under this
Agreement if the performance is prevented, hindered or delayed by a Force Majeure event
[defined below) and in such case its obligations shall be suspended for so long as the Force
Majeure Event continues (provided that this shall not prevent the accrual of interest on a
principal amount which would have been payable but for this provision). Each party shall
promptly inform the other of the existence of a Force Majeure Event and shall consult
together to find a mutually acceptable solution.

"l orce Majeure Event" means any event due to any cause beyond the reasonable control of
the Party, including, without limitation, sabotage, fire, flood, explosion, acts of God, civil
commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of
government.

19. NON.SOTICITATION & NON-COMPETE

The Service Provider will not directly or indirectly, solicit for employment, nor offer
employment to, nor enter into any contract for services with, any person employed by
NeoGrowth, without an explicit permission in writing during the period of this agreement
and for One (1) year thereafter.

The Service Provider shall not compete with NeoGrowth by using any of the NeoGrowth's
intellectual property and/or confidential information or otherwise, whether the
Agreement exists or not,

20. ASSIGNEMENT AND SUB.CONTRACTING

20.1 The Service Provider cannot assign any rights and obligation under this Agreement,
to any third.party without prior written permission of NeoGrowth. The Service
Provider may with complete due diligence hire a subcontractor only with prior
wri tten NeoGrowth before contracting any work to

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 NeoGrowth reserves the right to evaluate the details of the subcontractors and of
approval of all contractors or subcontractors who will service NeoGrowth on behalf of
the Service Provider in relation to Services under this Agreement. Approval of
contractors or subcontractors will not be unreasonably withheld by NeoGrowth.
Approval of any contractor or subcontractor by NeoGrowth shall not constitute the
superseding or waiver of any right of NeoGrowth to reject worh which is not in
conformance with its standards or this Agreement.

20.2 The Service Provider shall be fully responsible for all acts and omissions of its
contractors and subcontractors. Nothing in this Agreement shall be construed to
create any contractual or other relationship between NeoGrowth and any contractor
or subcontractof nor any obligation on the part of NeoGrowth to pay or see to the
payment of any money due to any contractor or subcontractor.

21. INDEPENDENT PARTIES

This Agreement is entered into by the Parties on a "principal to principal" basis and the
Parties are independent of each other and nothing herein is intended to or shall be deemed
to create any partnership, jointventure, employment or relationship of principal and agent
between the Parties hereto or their respective representatives and employees or to provide
any of the Parties with any right, power or authority, whether express or implied to create
any such duty or obligation and that Parties are free to enter into similar arrangement with
other institutions.

22. GOVERNING tAW A,ND DISPUTE RESOTUTION

22.1 Dispute Resolution: Disputes, if any, arising between the Parties, in connection with
this Agreement or any other matters connected therewith, the same will be mutually
discussed and amicably scttlcd bctwccn the Parties, failing which, the disputes shall
be referred to sole arbitrator to be appointed mutually by both the Parties who shall
proceed with the matter in accordance with the provisions of Arbitration and
Conciliation Act, L996 and Rules framed there under from time-to-time. The place of
Arbitration shall be at Mumbai and the Arbitration proceedings shall be conducted in
English language.

22.2 This Agreement shall be governed by and construed in accordance with Laws of
Republic of India. NeoGrowth and the Service Provider irrevocably submit to the
exclusive jurisdiction of the courts of Mumbai, Maharashtra, India.

23. BUSINESS CONTUINIW

The Service Provider shall establish, implement, maintain adequate business continuity
policy aimed at ensuring, in the case of an interruption to its system and procedures, the
preservation of essential data and functions, and the maintenance of Services and activities
under this Agreement, and The Service Provider shall maintain a log of all
continuity e event that a material business continuity event the
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 Provider shall promptly be of such event and take steps in order to minimize any
interruption to its.services hereunder.

24. ALTERNATE ARRANGEMENT

In the event of failure of the Service Provider to provide any agreed services under this
Agreement, due to major and unrepairable breach on its part and which is solely
attributable to the Service Provide4 NeoGrowth shall have right to make alternate
arrangement for provision of defect in the services. The Service Provider agrees that
NeoGrowth shall not be liable to pay the Service Provider for such defective services. In
such case the Service Provider will provide reasonable assistance to the new Service
Provider for a reasonable period as agreed upon mutually. Any further assistance required
beyond such period will be charged as agreed upon between the Parties. In the event of
sub-contracting the Service Provider shall ensure that suitable documents including
confidentiality agreement are obtained from the sub-contractor and the Service Provider
shall ensure that the secrecy and faith of the NeoGrowth's data / processes is maintained.

25. NOTICES

Any notice or other communication given pursuant to this Engagement Letter must be in
writing and (a) delivered personally, (b) sent by facsimile transmission, [c) or sent by
registered mail with acknowledgment due, postage prepaid, as follows:

If to Team Computers Private Limited

Attn: Naval Singh
Address: No.1, Mohammadpur, Near Bhikaji Cama Place, New Delhi-110066'
Telephone: 9152L0L475
Email ID: Naval@)teamcomputers.cotlt z

If to NeoGrowth Credit Private Limited

Attn: Yogesh Suresh Nakhwa
Address: 802, 08tii Floor, Tower A,
Peninsula Business Park, Ganpatrao Kadam Marg,
Lower Parel West, Mumbai - 400013.
Telephone:' 022- 49219 999
Email ID: yogesh.nakhwa@neogrowth.in

25. GENERAL PROVISIONS

26.L Any provision of this Agreement may be amended or waived if and only if such
amendment or waiver is in writing and signed, in the case of an amendment by each
Party, or in the case of a waive4 by the Party against whom the waiver is to be
effective.

26.2 No failure or delay by any Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of any other
right, p privilege The rights and remedies herein provided shall
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 26.3 The provisions of this Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and permitted assigns.

26.4 This Agreement constitutes the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior written agreements,
understandings and negotiations, both written and oral, between the Parties with
respect to the subject matter of this Agreement. No representation, inducement,
promise, understanding, condition or warranty or indemnity not set forth herein
has been made or relied upon by any Party hereto.

26.5 ln connection with this Agreement, as well as all transactions contemplated by this
Agreement, cdch Party agrees to execute and deliver such additional documents and
to perform such additional actions as may be necessary, appropriate or reasonably
requested to carry out or evidence the transactions contemplated hereby.

26.6 The invalidity or unenforceability of any provisions of this Agreement in any

jurisdiction shall not effect the validity, legality or enforceability of the remainder of
this Agreement in such jurisdiction or the validity, legality or enforceability of this
Agreement, including any such provision, in any other jurisdiction, it being intended
that all rights and obligations of the Parties hereunder shall be enforceable to the
fullest extent permitted by law.

26.7 This Agreement together with all Annexures and Schedules hereto form a single
Agreement between the Parties hereto.

26.8 This Agreement may be signed and delivered in two or more counterparts by means
of manual execution, digital or other electronic means (including, without
limitation, a'1pdf" delivered by email) or facsimile transmission, each of which shall
be deemed an original and all of which together shall constitute a single instrument.

26.9 This Agreement constitutes the entire agreement between the Parties in relation to
the suhJect matter hereof. Thls Agreemenf srrpersedes all previous agreemenfs
between NeoGrowth and the Service Provide4 whether oral or written, regarding
the subject matter hereof.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE
DATE HEREINABOVE FIRST MENTIONED.

SIGNED AND DELIVERED BY TEAM COMPUTERS PRIVATE LIMITED

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SIGNED AND BY NEOGROWTH CREDIT PRIVATE LIMITED

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 SCHEDULE A

A. Scope ofService:

o The Service Provider would be providing Associate(s) with relevant technical and soft
skills (Desktop Sunport Engineer L1) competent to handle the assigned project work and
the Associate(s) name to be pre-approved in writing by head of IT of NeoGrowth, based on
the assessment skills sets, qualifications, and personal interview.
a Deployment Location of the Associate(s) will be Hyderabad branch office of NeoGrowth or
such other place as NeoGrowth may direct.
a The Service Provider shall deploy the resources within 30 [Thirty) days from the date of
release ofthe Purchase Order.
a The Associate[s) provided by the Service Provider will be executing responsibilities as
assigned by NeoGrowth.
a The Associate(s) shall be reporting to NeoGrowth on daily basis and to the Service Provider
administratively.
a Any training specific to the project on which the Associate(s) is being deployed shall be
provided by NeoGrowth.
a All the inputs for delivering the services will be provided by NeoGrowth.
a NeoGrowth will allow the Associate(sJ to attend the training and meetings conducted at
the Service Provider's offices as part of the Service Providers' employee's engagement
programs.
a The Service Providers'Associate(s) won't be responsible for project management and will
provide the services solely at the direction of the NeoGrowth.
a Normal Worklng hrs would be as per NeoGrowth's office hrs at the Job site and Days
would be six days with a leave on Sunday,
a The Associate(s) would be following Week schedule as per NeoGrowth Requirements and
associate(s) shall be deployed at such location as per NeoGrowth Requirements.
o The Assoclate(s) shall comply with rules and regulations for employment as laid down by
NeoGrowth for its employees.
a NeoGrowth would issue Interim Access Cards to Service Provider deputed Associate(s)
during the period of Agreement, which would be returned post termination of Agreement.
a In case deputed Associate[s) leaves the organization, the Service Provider would provide
the replacement within 4-6 weeks which shall be prior to the deputed Associatefs) last
working day and ensure that handover is given by the same resource to new deputee.
a NeoGrowth will in.form the Service Provider of any act of misconduct by an Associate[s)
immediately and discuss the action step thereon.

B. Key Responsibilities of the deputed Associate(s):

o To design, organize, modi$r, and support the organization's computer systems.

e Should handle any issues related to Local Area Networks (LAN), Wide Area Networks, and
Network segments.
o Maintains operating systems, business applications, security tools, web servers, email,
laptop, and'desktop
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o Maintain internal infrastructure requirements including laptop and desktop computers,
servers, routers, switches, firewalls, printers, phones, and security updates; support
internet, intranet, LANs, WANs, and network segments.
o Interact with the help desk and other teams to assist in troubleshooting identify root
causes, and provide technical support when needed.
o Perform routine/scheduled audits of the systems, including all backups
o Knowledge of computer hardware systems, chipsets, memory modules, and peripherals.
o Sustaining network integrity, server deployment, and security,
r Monitoring and maintaining network servers such as file servers, VPN gateways, and
intrusion detection systems.
o Ensuring high-level security and efficiency resulting in 100% output.
o Physical asset invcntory to be verified and share the report every month.
o Co-ordinate with vendors and OEMs for support and parts replacements, etc.

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 SCHEDULE B

A. Terms of Payment
Commercial will be as follows:

L Desktop Support Hyderabad L 31,000 3,72,000

Eneineer L1
3,72,000

r The payment shall be made within 30 days after receipt of the invoice by NeoGrowth.
r The Service Fees shall be subject to applicable taxes.

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 SCHEDULE C

ADDITIONAT OBTIGATIONS OF THE SERVICE PROVIDER

l NeoGrowth shall be provided with access to all books, records, and information relevant to
the services availed from the Service Provider.
ii. NeoGrowth shall continuously monitor and assess activities of the Service Provider so that
any necessary corrective measure can be taken immediately.
iii. The Service Provider shall keep the customer data strictly confidential. The Service Provider
will be liable in case of breach of security and leakage of confidential customer related
information. The confidentiality of customer's information shall be maintained even after the
arrangement expires or gets terminated. The Service Provider further agrees to abide by the
Information security Policy Statement of NeoGrowth annexed as Schedule D.
iv. The Service Provider shall obtain prior approval/ consent of NeoGrowth for use of
subcontractors for all or part ofservices rendered.
V. NeoGrowth shall have right to conduct audits whether by its internal or external auditors, or
by agents appointed to act on its behalfand to obtain copies ofany audit or review reports
and findings made on the service provider in conjunction with the services performed for
NeoGrowth.
vi. The Service Provider shall allow the Reserve Bank of India or persons authorized by it to
access the NeoGrowth's documents, records of transactions, and other necessary information
given to, stored, or processed by the Service Provider within a reasonable time.
vii. The Service Provider is aware that the Reserve Bank of India can carry out an inspection of
the Service Provider and its books and account by one or more of its officers or employees or
other persons. .

vlIl. The Service Provider shall preserve all documents pertaining to the services and take suitable
steps to safeguard NeoGrowth's interests are protected even post termination of the services.
ix. The Service Provider shall submit all the required KYC documents as required by NeoGrowth
which shall form part of this Engagement Letter.

FOR TEAM COMPUTERS PRIVATE LIMITED

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AUHTORISED SIGNATORY

Prakash Pal u

Director
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 SCHEDUTE D

NEOGROWTH'S INFORMATION SECURITY POLICY STA,TEMENT

NeoGrowth (NeoGrowth Credit Pvt. Ltd) is a NBFC registered with Reserve Bank of India
providing loans to credit worthy Small and Medium Enterprises (SME) thru tech-enabled
processes and smart analytics with tailor made in-house technology platform.

NeoGrowth has established an information security management to cover all the processes
required to ensure confidentiality, integrity and authorized access to information.

The Policy extends internally and externally to vendors/service providers who use/access the
NeoGrowth's inforination assets.

We hereby confirm that:

a RBI Master Direction Requirements are complied with.

a Information is protected against any unauthorized access.
a All required resources shall be allocated as necessary for implementation of a robust
information security framework at NeoGrowth.
Co nfidentiality of info rmatio n is maintaine d.
Integrity and authenticity of information is safeguarded.
Availability of information to authorized users when needed.
Compliance with Regulatory and Legislative requirements.
Complying with business & contractual obligations.
Identification and treatment of information security risks.
Business continuity plans are developed and tested.
All employees shall have adequate awareness with respect to Information Security at
NeoGrowth.
o Events related to Information Security shall be investigated, managed and reportcd.
a Monitoring of Information Security Posture shall be carried out through meetings,
reviews and Audits.
a The gaps identified in the Information Security framework shall be remediated in a timely
mannen
a Periodical review of security policies and processes for improvement.

We shall always comply with all the above requirements.

FOR TEAM COMPUTERS PRIVATE TIMITED

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NEOGROWTH'S ESHC POLICY

The Service Provider agrees that they will not engage in any business or trade of any product or
activity deemed to be illegal under the laws or regulations (including any amendments or re-
enactments made thereafter and from time to time) in force in India and policy(s) of NeoGrowth;
or those appearing in the following list of prohibited activities, to the extent applicable to the
Service Provider:

o The National Forest Policy;

a Conversion or dcgradation of critical forest areas or forest-related critical natural
habitats;
O Leasing or financing of logging equipment, unless an environmental and social impact
assessment indicates that [i) all timber harvesting operations involved will be conducted
in an environmentally sound manner which minimizes forest destruction; and (ii) the
timber harvesting operations will produce positive economic benefits and sustainable
forest management systems;
a Production or trade in any product or activity deemed illegal under host country laws or
regulations or international conventions and agreements or subject to international
phase-outs or bans such as pharmaceuticals, pesticides/herbicides, ozone depleting
substances; polychlorinated biphenyls and other hazardous substances, wildlife or
wildlife products regulated under the Convention on International Trade and Endangered
Species of Wild Fauna and Flora and trans-boundary trade in waste or waste products;
o Any impact on natural World Heritage Sites http://whc.unesco.org/en/list/ unless it can
be demonstrated through an environmental assessmentthatthe project: (i) will not result
in the degradation of the protected area; and [ii) will produce positive environmental and
social benefits;
a Any impact on areas on the United Nations List of National Parks and Protected Areas
http://www.unep-wcmc.org/ unless it can be demonstrated through an environmental
assessment that the project: (i) will not result in the degradation of the protected area;
and [ii) will produce positive environmental and social benefits;
a Extraction or infiastructure in or impacting protected area Categories l, ll, lll, and lV
(Strict Nature Reserve/Wilderness Areas and National Parks, Natural Monuments and
Habitat/ Species Management Areas), as defined by the International Union for the
Conservation of Nature (IUCN). Projects in IUCN Categories V (Protected
Landscape/Seascape) and VI (Managed Resource Protected Area) must be consistent with
IUCN management objectives
http://www.iucn.org/about/work/programmes/gpap_home/ unless it can be
demonstrated through an environmental assessment: (i) there is no degradation of the
protected area; and (ii) there are positive environmental and social benefits;
o Construction of dams that significantly and irreversibly: (a) disrupt natural ecosystems
upstream oi dovrnstream of the dam; or (bJ alter natural hydrology; or (c) inundate large
land areas; or (d) impact biodiversity; or € displace large numbers of inhabitants (5,000
persons or more); or (f) impact local inhabitants' ability to earn a livelihood;
o National Water and Natural Resources Conservation Policy;
a Policy Statement f,-rAbatement of Pollution viz. air emissions, discharges to surface water
or ground wate4 noise emissions, solid or liquid waste disposal, the use, generation,
storage, transportation, or disposal oftoxic or hazardous substances or wastes, or other
environment, health and safety;
o National Conservation Strategy and Policy Statement on Environment and Development;
o Labour laws enacted by the Central Government, where the Central Government has the
sole respons (ex. ESI, EPR etc.); C (:tr

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 o Labour laws enacted by Central Government and enforced both by Central and State
Governments (Child Labor Act, Contract Labor Act Payment of Wages Act, etc.);
o Labour laws enacted by Central Government and enforced by the State Governments
(Trade Union Act, Personal Injuries Act, Bonded Labor Abolition Act, etc.);
o Labour laws enacted and enforced by the various State Governments which apply to
respective States (most of the above categories have a complimenting state level law);
r Projects or companies carrying out business activities viz. gambling, media
communications gf an adult or political nature, military production or sales, alcoholic
beverages (if contrary to local religious or cultural norms), or tobacco and related
products; and
o Companies found by a court or administrative body of competent jurisdiction engaging in
unlawful monopolistic practices.

FOR TEAM COMPUTERS PRIVATE TIMITED

AUHTORISED SIGNATORY

Mr. Prakash Pal

New Delht
Director

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