MEMORANDUM OF UNDERSTANDING

BETWEEN

BAJAJ ALLIANZ LIFE INSURANCE COMPANY LIMITED

AND

[NAME OF THE FACILITY PROVIDER]

ARTICLE OF AGREEMENT 

This article of agreement ("Agreement") is made and entered into on this _____ day of __________ month, 20__

BY AND BETWEEN:

BAJAJ ALLIANZ LIFE INSURANCE COMPANY LIMITED, a company duly incorporated under the provisions of the Companies Act, 1956 and having its registered office at GE Plaza, Airport Road, Yerwada, Pune - 411 006, represented by __________Insert Name of Authorised Representative], ________Insert Designation of Authorised Representative], duly authorised vide a Board Resolution/ Power of Attorney dated ________, (hereinafter called “BALIC” and/or “BAJAJ ALLIANZ” for the sake of brevity, which expression shall, wherever the context or meaning thereof requires, mean and include its successors and assigns) of the ONE PART;

AND

______________[Insert Name of the Company/Firm/Entity], a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at ___________________, represented by __________Insert Name of Authorised Representative], ________Insert Designation of Authorised Representative], duly authorized vide a Board Resolution/ Power of Attorney dated ________, (hereinafter called the "Facility Provider" for the sake of brevity, which expression shall, wherever the context or meaning thereof requires, mean and include its successors and assigns) of the OTHER PART.

BALIC and the Facility Provider shall hereinafter be referred to individually as the “Party” and jointly as the “Parties”.

WHEREAS BALIC is an Indian company engaged in the business of providing life insurance;

AND WHEREAS the Facility Provider is engaged in the business of _________ and is having enough infrastructures and other facility for providing advertising services to BALIC for a fee;

AND WHEREAS BALIC is interested in advertising its insurance products and in order to ensure the same is done efficiently, has approached the Facility Provider and the Facility Provider has expressed its willingness to render certain advertising services to BALIC for aiding the advertisement of the insurance policies and services of BALIC;

2

AND WHEREAS both the Parties wish to enter into this Agreement and incorporate in writing the terms and conditions mutually agreed upon by them.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS AND COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

2. ARRANGEMENT AND ENGAGEMENT

BALIC hereby engages the Facility Provider to render, and the Facility Provider hereby agrees to render to BALIC, certain services in connection with BALIC’s planning, preparing and placing of advertising material for BALIC’s insurance products (“Services”) as more particularly set out hereunder.

3. SERVICES

BALIC has engaged the Facility Provider for the following Services:

i. General advertising services to BALIC at the offices of the Facility Provider. The said offices are listed comprehensively in “Annexure I” hereof. BALIC shall, at its sole discretion, be entitled to increase or decrease the number of offices at which the Services are to be rendered by the Facility Provider.

ii. Display of the banner of BALIC and/ or BALIC’s product banners at prominent places in the offices of the Facility Provider as mentioned in “Annexure I” hereof.

iii. Display of BALIC’S banner / or product banners in the field meetings held by the Facility Provider with prospective customers. For the avoidance of doubt, it is clarified that the Facility Provider shall not solicit or procure insurance business for BALIC.

iv. Such other services as BALIC may request from time to time.

3A. DUTIES AND RESPONSIBILITIES OF THE FACILITY PROVIDER

a. The Facility Provider shall prepare and submit to BALIC, for its prior approval, estimates of costs and expenses associated with the proposed advertising ideas and programs/ meetings.

b. The Facility Provider shall take prior written approval from BALIC of all the Advertising material including Banners of BALIC and its products before advertising the same in any way.

c. The Facility Provider shall prepare and submit to BALIC a list of the number of meetings proposed to be held by the Facility Provider with

3

prospective customers and the proposed locations for holding such meetings.

d. The Facility Provider shall prepare and submit to BALIC a monthly list of the number of meetings held by the Facility Provider with prospective customers and the locations where such meetings have been held. The said list shall be prepared by the Facility Provider in the format prescribed by BALIC.

f. The Facility Provider shall provide to BALIC a proof of accuracy and completeness of insertions, displays, broadcasts, or other forms of advertisements for BALIC and its insurance products.

For avoidance of doubt, the Parties agree that the scope of Services shall not include telemarketing services.

4. COMPENSATION AND SERVICE CHARGES

4.1Pursuant to the execution of this Agreement, the Facility Provider shall provide BAJAJ ALLIANZ with a monthly estimate of the cost to be incurred for the provision of the facilities.

4.2 In consideration of the exclusive service and Facilities to be provided by Facility Provider pursuant to this Agreement, BAJAJ ALLIANZ shall, on satisfactory services being provided by the Facility Provider, pay the Fee to the Facility Provider in accordance with the provisions of this Agreement and Applicable Law. The quantum of Fees shall be computed at a maximum rate of Rs.__________ (Rupees _________________ Only) per branch in Non Metros City and Rs. _________/- (Rupees _________________ Only) for branch in Metro City per branch for every month or as decided and communicated by BAJAJ ALLIANZ from time to time. The same shall apply only to such branches and such period for which the facilities of the said branch are used. During any month, Bajaj Allianz shall be free to use the infrastructure at any of the branches as mentioned in the schedule and based on such usage.

4.3Based on the aforesaid monthly estimates, the Facility Provider shall raise an invoice towards the charges for facilities and services provided in an itemized format, as acceptable to the BAJAJ ALLIANZ, for the provision of the Services and facilities by the Facility Provider to BALIC on a monthly basis for approval.

4.4All charges or any part thereof due to the Facility Provider shall be paid by BAJAJ ALLIANZ through transfer to such bank account or accounts as the Facility Provider may designate to BAJAJ ALLIANZ in writing or in any other way permitted under the law. In the event there is any discrepancy in the invoice raised then the decision of BAJAJ ALLIANZ on the same shall be final. In case of any dispute or discrepancy regarding the invoice, the Facility Provider shall submit corrected and rectified invoices as required by BAJAJ

4

ALLIANZ. All the invoices are subject to the acceptance of BAJAJ ALLIANZ, which may or may not be accepted by BAJAJ ALLIANZ. Approval of BALIC shall be pre-requisite for the invoices and decision of BALIC on the same shall be final. BALIC shall also be entitled to raise any dispute in regard to any discrepancy that is noted in the invoice at any point of time. There shall be no separate charges for the use of any of the office facilities as mentioned above.

4.5The payment of the fees under the agreement is subject to Tax Deducted At Source, at applicable rates, under the Income Tax Act. BAJAJ ALLIANZ shall not be liable to pay any amount over and above the fees/charges for the services/facilities other than the amount as mentioned herein above. Any incidence of service tax that may be applicable shall be paid by the Facility Provider which shall be reimbursed by Bajaj Allianz, subject to the Facility Provider raising appropriate invoices and providing the requisite details including Service tax registration number and specifying the applicable tax amount separately, whereby Bajaj Allianz is able to claim appropriate Tax credits from the authority. For the avoidance of doubt, in the event that the Facility Provider is required by any law or regulation to make any payments towards any other taxes for the performance of its obligations under this Agreement including VAT, etc imposed by any governmental authorities, such sums shall be payable solely by the Facility Provider. All the payments under the agreement shall be subject to statutory deductions including Tax deductions at Source (TDS), VAT-TDS, etc.

5. Representations and Warranties of the Facility Provider

The Facility Provider hereby represents and warrants to and covenants with BALIC as follows:

5.1 The Facility Provider has the necessary expertise, skilled manpower, infrastructure, resources and facilities to perform its obligations under this Agreement in the most efficient and effective manner.

5.2 The Facility Provider is duly incorporated, validly existing and in good standing under the laws of India and has full power and authority to enter into this Agreement and to perform each and every covenant and term herein contained.

5.3 This Agreement has been duly executed and delivered by the Facility Provider and constitutes a valid, binding and legally enforceable document.

5.4 The execution and delivery of this Agreement and the performance of the covenants and terms herein contained are not limited or restricted by and are not in conflict with any contract, agreement or other instrument to which the Facility Provider is bound.

5

5.5 The Facility Provider has and shall continue to comply with all rules, regulations, statutes and other applicable laws in connection with providing the Services.

5.6 The Facility Provider shall ensure that while rendering the Services, the Facility Provider or its personnel shall not undertake any action, which would have the effect of or lead to invalidation of or result in BALIC not being able to fully provide the benefit of its insurance services to its customers.

5.7 The Facility Provider shall ensure that while rendering the Services, it does not commit any act, which has the effect of BALIC breaching any of the terms and conditions of the insurance contracts entered into by BALIC with its customers.

6. Audit Rights

The Facility Provider agrees that, following reasonable prior notice, any and all contracts, agreements, correspondence, books, accounts and other information in the possession of the Facility Provider and relating to BALIC's business or this Agreement shall be available for inspection by BALIC and BALIC's outside accountants at the offices of the Facility Provider.

7. Ownership and Use

7.1. BALIC shall own any and all right, title and interest in and to, including but not limited to copyrights, trade secrets, patents and other intellectual property rights, with respect to any photograph, advertisement, banner or other work or thing created by the Facility Provider or at the BALIC’s directions for BALIC pursuant to this Agreement and utilized by BALIC.

7.2. Upon termination, BALIC agrees that any advertising, merchandising, package, plan or idea prepared by the Facility Provider and submitted to BALIC (whether submitted separately or in conjunction with or as a part of other material) which BALIC has elected not to utilize, shall remain the property of the Facility Provider, unless BALIC has paid the Facility Provider for preparing such item.

8. Indemnification

8.1. The Facility Provider shall indemnify and hold BALIC harmless with respect to any claims, losses, suits and/ or judgments against BALIC or any other liability suffered by BALIC, including reasonable attorney's fees and costs, which results from any default directly attributable to the act or omission of the Facility Provider.

6

8.2. In the event of any proceeding, litigation or suit against BALIC by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by the Facility Provider, the Facility Provider shall assist BALIC in the preparation of BALIC’s defence against such action or proceeding and cooperate with BALIC and BALIC's attorneys thereof.

This clause shall survive the term of this Agreement.

9. Term and Termination

9.1 The term of this Agreement (“Term”) shall commence on ______ (Effective Date) and shall continue in full force and effect till ______.

9.2 BALIC reserves the right to terminate this agreement without assigning any reason. The Facility Provider shall not be entitled to terminate this Agreement. This Agreement may be terminated by BALIC by giving to the Facility Provider a prior written notice of at least 15 (fifteen) days without assigning any reason.

9.3 Notwithstanding what is contained in Clause 9.2 hereinabove, BALIC reserves the right to terminate the Agreement forthwith on the occurrence of any or all of the following events:

i. If the IRDA or any other regulator to which BALIC has submitted to, issues any directive, regulation, guideline, circular or order, or if any other law, directive or regulation is brought in effect, which, either in fact or in the opinion of BALIC, makes the continuance of this Agreement illegal or invalid;

ii. Breach of any or all of the terms and conditions of this Agreement; iii. Gross negligence by the Facility Provider to provide the advertising

services in accordance with this Agreement;iv. Any representations or warranties made by the Facility Provider

under this Agreement being found to be false or untrue; v. The Facility Provider’s dissolution or bankruptcy or liquidation, or

any order made or resolution, law or regulation passed or other action taken for its dissolution or bankruptcy or liquidation;

vi. Any other cause construed from the business point of view to have a material adverse effect on BALIC and the continuance of the Agreement.

vii. Any Corporate Restructuring.

10. BALIC’s Rights upon Termination

7

10.1 Upon termination, the Facility Provider shall forthwith return and hand over all documents, along with any data, information, electronic files, electronic data files and such other information, including the Confidential Information defined herein, without retaining any copy, whether in hard copy or electronic format, with itself. Such hand over shall be conducted by the Facility Provider in the presence of a representative of BALIC.

10.2 The Facility Provider shall forthwith refund to BALIC any amount paid which is in excess and or left unadjusted after adjusting the invoiced amount, as approved by BALIC, upto termination.

11. FINAL AGREEMENT

This Agreement constitutes the entire understanding and terminates and supersedes all prior understandings or Agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both Parties.

12. NON-SATISFACTORY PROVISION OF THE SERVICES

12.1 In the event BALIC is of the view that the Facility Provider has not provided the Services to the satisfaction of BALIC, BALIC shall issue a written notice to the Facility Provider of such non-satisfactory Services and if the same is not remedied by the Facility Provider within fifteen (15) days of the receipt of the written notice by the Facility Provider, then BALIC may, at its sole discretion, terminate this Agreement forthwith.

12.2 In the event BALIC is of the view that any service or facility provided is not to its satisfaction or any invoice is not acceptable to it, then BALIC may at its discretion decide on the invoice and the amount that may be payable and the Facility Provider shall have no right or claim to dispute with the decision of BALIC which shall be final in all scenario’s.

12.3 Any decision of BALIC in construing whether a particular Service has been satisfactorily provided by the Facility Provider or not shall be final and binding. In the event of any discrepancy in the invoices, the same can be raised by BALIC at any point of time.

13. CONFIDENTIALITY

13.1. The Facility Provider shall maintain in strict confidence and shall not disclose or use, except as necessary for the performance of its obligations under this Agreement, any information pertaining to BALIC, including without limitation details pertaining to the management or business structure, proprietary or business information, any business or trade secrets, confidential unannounced information and documents, including

8

the terms and conditions of this Agreement, and any financial information, pricing information, marketing plans and business plans of BALIC, which are in the possession of or have been disclosed to the Facility Provider(“Confidential Information”).

13.2. Any information which: (i) can reasonably be demonstrated to be in the public domain without any breach of the provisions of this Agreement; (ii) can reasonably be demonstrated that it was known to the Facility Provider prior to its being disclosed; (iii) is required to be disclosed by law; or (iv) is disclosed in proceedings taken by either Party to this Agreement for the enforcement of any rights or remedies under this Agreement, shall not be construed as Confidential Information for the purposes of this Agreement.

13.3. In the event of a breach or threatened breach of the provisions of this Clause, whether committed before or after the expiry or earlier determination of the Agreement, BALIC shall have the right to seek an injunction from a Court having jurisdiction to restrain the Facility Provider hereto from such breach. The right to seek injunction under this Clause during the Term shall be in addition to the right of termination available to BALIC in Clause 9 hereinabove.

This clause shall survive the term of the Agreement.

14. AMENDMENT

In the event of the any applicable laws, rules, Guidelines, IRDA Regulations, Guidelines notifications and circulars were to be amended during the term of the Agreement, the Parties agree to revise the Agreement accordingly to achieve the common understanding of the Parties. This Agreement may be modified only with the express written consent of both the parties either by executing of Agreement or exchange of letters.

15. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, BALIC shall not be liable for any special, indirect, consequential or incidental damages, including but not limited to damages for loss of business profits, business interruption, loss of business information and the like, howsoever arising during the Term.

16. FORCE MAJEURE

16.1 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement or shall be in breach of this Agreement,

9

if such delay or failure or breach occurs due to any force majeure causes, including but not limited to acts of God, floods, fire, strikes, riots, acts of war or hostilities of any nature, laws or regulations of any government (whether foreign or domestic, country, state or municipal) or any other similar cause beyond the reasonable control of the Party unable to perform its obligations hereunder (“Force Majeure Condition”).

16.2 If the affected Party gives written notice as soon as reasonably possible (but in any event within seven (7) days from the date of the knowledge of the occurrence thereof) to the other Party, specifying the nature of the Force Majeure Condition with necessary evidence, then in such an event the affected Party shall be excused from performance or timely performance, as the case may be, of such obligation from the date of such notice till the relevant Force Majeure Condition no longer continues or to such earlier date on which the Force Majeure Condition(s) reasonably could have been abated through the exercise of due diligence and good faith efforts.

16.3 The Parties shall use all reasonable endeavors to prevent and/ or remove the cause for such Force Majeure Condition and/ or minimize any such delay caused due to the Force Majeure Condition. Upon cessation of the Force Majeure Condition, giving rise to delay, the Parties shall insofar as may be practicable under the circumstances, complete performance of their respective obligations hereunder.

16.4 Notwithstanding the foregoing and anything contained in the Agreement, if any of the Force Majeure Conditions preclude the Facility Provider from meeting any or all of its obligations hereunder, for a period of more than fifteen (15) days from the date of occurrence of such an act, BALIC shall have the right to terminate this Agreement forthwith.

17. CORPORATE RESTRUCTURING

In the event that the Facility Provider is acquired, merged, amalgamated, reconstituted, consolidated or otherwise subject to corporate or capital restructuring by or with any other entity or the shareholding of the Facility Provider or its holding Facility Provider in the Facility Provider goes below 51% or there is any change in the management control then this Agreement shall be binding on the acquirer or the resultant entity formed as a result of such restructuring for the remainder of the term of this Agreement. Provided that, in the case of occurring of any of the events mentioned in this clause, BALIC may, at its option, in lieu of having the obligation of the Facility Provider transferred to the resultant entity, terminate this Agreement.

18. ASSIGNMENT

10

This Agreement or any of the rights and obligations arising hereunder, shall not be transferred or assigned, either wholly or partly, by the Facility Provider to a third party, without the prior written consent of BALIC. However, BALIC shall have the option to assign the Agreement in favour of any of its affiliates, holding companies, subsidiaries or business partners, without the written consent of the Facility Provider, on the same terms as agreed between BALIC and the Facility Provider.

19. WAIVER

The delay or failure by BALIC to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed to be a waiver of BALIC’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Moreover, no waiver of any provision of this Agreement shall be effective unless it is in writing.

20. NOTICESAny notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. If to BALIC:

BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTDGE PLAZA, AIRPORT ROAD, YERAWADA,PUNE – 411 006

Phone: 020-66026666Fax: 020-66026667

If to the Facility Provider: [Facility Provider Name][Facility Provider's Address]

21. ANTI-BRIBERY UNDERTAKINGS :

During the participation in the process to negotiate and create this Agreement, as well as during and after performance of this Agreement the Parties shall not commit, authorize or permit any action which would cause the Parties and/or the Parties’ affiliates to be in violation of any applicable anti-bribery laws or regulations. This obligation applies in particular to illegitimate payments to government officials, representatives of public authorities or their associates, families or close friends. Each Party agrees that it will neither offer or give, or agree to give, to any employee, representative or third party acting on behalf of the other Party

11

nor accept, or agree to accept from any employee, representative or third party acting on behalf of the other Party, any gift or benefit, be it monetary or other, that the recipient is not legally entitled to with regard to the negotiation, conclusion or the performance of this Agreement. The Parties shall promptly notify each other, if they become aware of or have specific suspicion of any corruption with regard to the negotiation, conclusion or the performance of this Agreement. In case any prohibited payments or gifts are made by the either party as stated herein above, or if BAJAJ ALLIANZ has reasonable cause to believe that such payments or gifts have been or are being made, BAJAJ ALLIANZ may terminate this agreement with immediate effect

22. HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 This Agreement is governed by and subject to the laws of India.

23.2 Any dispute, difference or claim arising out of or relating to this Agreement, which cannot be settled by mutual discussions between the Parties within 30 days of the dispute or difference taking place, shall  shall be finally settled by arbitration, in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

23.3 A sole arbitrator shall be chosen and appointed by BALIC for presiding over the arbitration proceedings. The decision of the arbitrator shall be final and binding on both the Parties.

22.4 The arbitration proceedings shall be held in Pune, in English language, and the arbitral tribunal shall have the power to award interest and costs.

22.5 The award shall be binding on the Parties subject to the applicable laws in force and the award shall be enforceable in any competent court of law.

23. JURISDICTION

All disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the Courts at Pune.

IN WITNESS WHEREOF, the Parties hereto have executed this Advertising Services Agreement as of the date first above written. 

12

SIGNED, SEALED AND DELIVERED ) Signature of the Authorized person by the withinnamed “BALIC” ) through its Authorized ) Affix Name and Title Stamp Signatory in the presence of )1. (Name) ) 1. Signature2. (Name) ) 2. Signature

SIGNED, SEALED AND DELIVERED ) Signature of the Authorized person by the withinnamed “Facility Provider” ) through its Authorized ) Affix Name and Title Stamp Signatory in the presence of )1. (Name) ) 1. Signature2. (Name) ) 2. Signature

13

Annexure I

Details of branches/ offices of Facility Provider at various locations in India where the Services/Facilities will be provided from time to time during the term of the

agreement.

Sr. No. Location Metro/Non-Metro001002003004005006007008009010011012013

The parties may mutually agree to add/amend or modify the list, expressly in writing.

14