AV Technologies – IT Consulting and Solutions

People Tree Software – Enabling & Empowering People…

Memorandum of Understanding (MOU) AGREEMENT

BUSINESS ASSOCIATION AGREEMENT

This Memorandum of Understanding (MOU) AGREEMENT made at Bangalore on this

day ____ Aug 2009

BETWEEN

AV TECHNOLOGIES, A Technology consulting and training company and having its

Corporate Office at #1866,41th Cross ,9th Block Jayanagar Bangalore (hereinafter referred
to as "Business Associate 2", which expression shall unless repugnant to the context or
meaning thereof be deemed to mean and include its successors and assigns) of the OTHER
PART

AND

__________, A BPO Business Firm and having its Corporate Office at ________________
__________________________________, Karnataka. (hereinafter referred to as
"Business Associate 1", which expression shall unless repugnant to the context or
meaning thereof be deemed to mean and include its successors and assigns) of the OTHER
PART

WHEREAS the Business Associate 1 is conducting the Business of Outsourcing the IT & IT
Enable Service Industry, Software Development, Medical Transcription, Business Process
Outsourcing (BPO), and Call center etc., and they entered into an agreement to execute the
Form Filling Operations which needs to be executed through various delivery agencies those
having basic infrastructure and able to complete the work in time bound period.

AND

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WHEREAS The Business Associate 2 is conducting the Business of “Business Processing

Outsourcing” (BPO) and Knowledge Process Outsourcing (KPO) etc and have the necessary
Expertise and Man Power required conducting the same.

NOW

Both for further expansion wish to join hands under following Business Terms and
Conditions, for “Project Name” Process to be run in Mysore in the Office of Business
Associate 2 where they have a furnished office, required Infrastructure, Expertise, Man
Power etc which is to be utilized for the purpose of conducting the below mentioned Project
outsourced from Business Associate 1 to Business Associate 2.

INTERPRETATION

1. All references to a specified Clause or Schedule shall be construed as a reference to

that specified Clause or Schedule.

2. Unless the context otherwise requires, words importing the singular shall include the
plural and vice versa and words denoting gender shall include both the genders.

3. All references to a number of days mean working days, unless expressly indicated
otherwise.

4. Any reference to a time limit in this Agreement shall mean a time limit set out in the
relevant Clause or such other time limit, which may be agreed mutually in writing by
the Parties.

5. In this Agreement, the headings are inserted for ease of reference only and shall not
be used to limit or restrict any of the provisions of this Work Order.

6. This Agreement constitutes the entire agreement between the parties and
supersedes all prior contemporaneous agreements and understandings, whether
written or oral, between the parties.

PERFORMANCE, REQUISITES, WORKING OF THE CONTRACT

1. The Business Associate 2 shall perform the Contract according to the highest
professional standards. The Business Associate 2 and Business Associate 1 shall have
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sole responsibility for complying with all legal obligations incumbent on them,
notably those arising from employment law, tax law and labor legislation.

2. The Work is to be done on weekly/fortnightly basis and then returned to the

Business Associate 1 for verification, Quality Check and clearance of payments. This
Work Order has been prepared keeping in accordance the prevailing law, like
Arbitration Rules of the International Arbitration Center (IAC Rules), Official Secrets
Act, International Sale of Goods, etc.

3. The Business Associate 2 will provide services to the First Party through its
employees or partners or may engage any number of agents at its premises or in
other partner’s office at other places for this purpose.

4. The Business Associate 2 shall perform the Contract on its own premises or in the
other business associates / partners premises.

5. The Cost for the Infrastructure, Start-up Expenses, and Recruitment Procedures etc
will be borne by Business Associate 2. There will not be any Compensation or
reimbursement of any kind whatsoever for the same in any circumstances from
Business Associate 1 under any conditions.

Liability

1. The Business Associate 1 shall be liable for loss/damage sustained by the non
payment or delay in the payment of the monthly Billing amount or other payments to
Business Associate 2 from the Business Associate 1 in the performance of the
Contract.

2. The Business Associate 2 shall not be liable for damage sustained by the Business
Associate 1 or his staff, board of directors/partners in the performance of the
Contract.

3. The Business Associate 2 shall be liable for any loss or damage caused by himself or
his staff, board of directors/partners directly or indirectly, in the performance of the
Contract. The Business Associate 1 shall not be liable for any act or default on the
part of the Business Associate 2 during the performance of the Contract.

PENALTIES

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In case of a failure concerning the quality requirements, the penalty will be determined in
proportion to the magnitude of the failure, from Business Associate 1 to Business Associate

In case of payment not received upon completion of work as per work order, business
associate 1 is liable to pay interests charges for delays in payment for more than 2 weeks at
% of principal which is considered as payment due to made by Business associate 1 to
business associate 2

SEVERABILITY

Unenforceability of any provision of this Work Order shall not affect any other provisions
herein contained. Instead, this Work Order shall be construed as if such unenforceable
provision had not been contained herein.

TURN AROUND TIME

1. To facilitate smooth working, the Business Associate 1 shall provide 1 month of Buffer
Stock of Raw Data to the Business Associate 2 on start of every week

2. After submission of the work to Business Associate 2, a quality check is done at its end
and quality report will be generated in will be sent to the Business Associate 1.

3. After completing the work and submitting the soft copy of data to Business associate
1,Business Associate 2, will raise a payment invoice, which will be cleared and paid in
maximum 5 days from the invoice raising day by business associate 1.

ROUND DELIVERY METHOD

Business Associate 1 will deliver the unprocessed Work for Production (WFP) to the Business
Associate 2 through books and hard copies.

The Processed Data checked by Business Associate 2 with a delivery memo via Fax and
Email (Both) to the designated QA/QC Designated Person of the Business Associate 1.

FINANCIALS, WORK COMMITMENT

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1). Business Associate 1 will provide the raw data in form of hard copies on Turn Key Basis
to business associate 2. Out of the same, the Business Associate 1 will provide minimum
Work Load.

2). The Rates per page is fixed as Rs14 per form/per page. These charges would be paid
to business associate 2 by business associate 1 on submission of data.

3). The Business Associate 1 will charge processing fee of Rs.1, 50,000 at the time of
signing of the contract. This fee is refundable to Business Associate 2 in case of business
associate not able to sign the contract or provide work order for 11 months or billing
amount agreed is not provided by business associate 1 for more than 2 weeks to business
associate 2 or termination of this agreement within 3 months of signing.

4)Business Associate1 will also charge consultancy fee of Rs 9000 per seat fro 20 seats
to 40 seats, which is to be paid to the business associate1 at time of signing of this
contract. This amount would be refundable entirely 100%, in case of billing is not provided
for any time of contract for more than 2 weeks by business associate 1 or termination of
this agreement within 3 months of signing.

6.) The Business Associate 1 will have the Bank Guarantee, SBLC and a copy of all other
supported documents with them issued from the parent company. The Bank guarantee
amount will be equal to the amount of Two months billing and on revolving basis.

7.)All payments made to each of parties will be through cheque or Bank DD

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. This Business Associate Agreement is valid for Twelve (12) Months after the signing
date referred as Business Association Period, and can be renewed after that on
mutual agreement as per the terms and conditions decided by both the parties at
that point of time.
2. Similarly Business Associate 2 will not be liable for any issues before or any other
issues arising due to any reason not related to the said business of Business
Associate 1.
3. On termination of this agreement, whether by maturing or by revoking, the Business
Associate 1 will not use the name of Business Associate 2 anymore in any regard.
4. Similarly on termination of this agreement, whether by maturing or by revoking, the
Business Associate 1 will not use the name of Business Associate 2 anymore in any
regard.

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5. The Business Associate 1 and Business Associate 2 will follow the above amicably
assist each other and run the Business smoothly for mutual benefit.
6. All legal matters are subject to Bangalore Jurisdiction only.

Signed on this day of ___ in month of __________ of year 2009.

Mr.
For :- Seal

Mr.

For :- . Seal

Witness :

1)
Name :
Address :

Sign :

2)
Name :
Address :

Sign :

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