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;
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 BALICs planning, preparing and placing of advertising material for
BALICs 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 BALICs product banners at

prominent places in the offices of the Facility Provider as mentioned
in Annexure I hereof.

iii.

Display of BALICS 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
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

4.1 Pursuant 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.
4.3 Based 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.
4.4 Allchargesonyptfdu Facility ProvidershalbepidyBAJAJ ALLIANZ hroutgansfecbkaccountoracuntsheFacility ProvidermaydesigntoBAJAJ ALLIANZ niwrtgoayhepmid
underwthla.In the event there is any discrepancy in the invoice raised then the decision of
BAJAJ ALLIANZ on the same shall be final.Incaseofydpuitrescan ghtivo,eyFacldPr shubmiteco andrfivs ureidqbyBAJ LNZI.lhetnvoicsarubjthecapnofBAJLINZ,chwimayor ntbeacpdyBA JLINZ.Approval of BALIC shall be prerequisite 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.
4.5 The 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

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 BALICs
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.

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 BALICs 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:

10.

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 Providers 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.

BALICs Rights upon Termination

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 scenarios.

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

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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
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

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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, 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
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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
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

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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
BALICs 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.

NOTICES
Any 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 LTD
GE PLAZA, AIRPORT ROAD,
YERAWADA,
PUNE 411 006
Phone: 020-66026666
Fax: 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

14

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.

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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.

SIGNED, SEALED AND DELIVERED

person
by the withinnamed BALIC
)
through its Authorized
Signatory in the presence of
1. (Name)
2. (Name)

) Signature of the Authorized

SIGNED, SEALED AND DELIVERED

person
by the withinnamed Facility Provider )
through its Authorized
Signatory in the presence of
1. (Name)
2. (Name)

) Signature of the Authorized

) Affix Name and Title Stamp

)
)
1. Signature
)
2. Signature

16

) Affix Name and Title Stamp

)
)
1. Signature
)
2. Signature

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.
001

Location

Metro/Non-Metro

002
003
004
005
006
007
008
009
010
011
012
013

17

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

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