1.

AUDIT AND INSPECTION

The Alliance Partner shall maintain in good order and as per generally
accepted industry practices, its books of account in respect of the Facility and
shall allow ICICI Bank, its representatives, regulators, auditors and/or its
authorized inspecting authority to enter upon the premises of the Alliance
Partner and inspect the Alliance Partner’s books, records, information and
operations during normal business hours and upon reasonable notice and
conduct an audit of the Alliance Partner with respect to the Facility being
provided by the Alliance Partner. In addition to the right to inspect, ICICI
Bank, its management, its auditors and / or its regulators shall also have the
right to call for any information pertaining to the Alliance Partner‘s operations
and business records which ICICI Bank, its management, its auditors and / or
its regulators in their absolute discretion deem to be relevant to the Facility
and financial arrangement, as set forth in this Agreement. The Alliance
Partner shall disclose all requisite information sought during such audit /
inspection within such time as may be provided by ICICI Bank, its
management, its auditors and / or its regulators.

The Alliance Partner shall co-operate in good faith with ICICI Bank to correct
any practice, which are found to be deficient during the audit within a
reasonable time after receipt of the audit report from ICICI Bank. The charges
for all such audit and inspection by ICICI Bank or its representatives will be
borne by the Alliance Partner. Non-compliance of this clause shall entitle ICICI
Bank to terminate this Agreement without any notice and without settlement
of any compensation thereof. This clause shall survive termination of the
Agreement.

ICICI Bank may make recommendations basis the audit conducted under this
clause in writing. Any recommendations made basis the audit conducted by
ICICI Bank shall have to implemented by the Alliance Partner within 30
business days (“Implementation Period”) of the written recommendations
being provided. If the recommendations are not complied with the
Implementation Period and a confirmed to ICICI Bank in writing by the last
day of the Implementation Period, notwithstanding anything contained in the
Agreement, ICICI Bank shall have the right to terminate the Agreement
forthwith. However, irrespective of the written communication confirming
compliance by the Alliance Partner, ICICI Bank retains the right to conduct
another audit to satisfy itself of the compliance by the Alliance Partner.

9) Branding

Service Provider shall not use ICICI Bank’s name without its prior written
approval.
Any requests content for external communication (including verbal
communication such as media interviews) which mentions the name and
logo of ICICI Bank, like, press releases, case study on website, social
media posts among others shall be shared with ICICI Bank for their views
and approvals.
Service Provider shall not use ICICI brand name without authorization and
approval from ICICI Bank and acknowledge that ICICI Bank holds the right
to take action against the same.
10. Information Security

1. The Service Provider shall follow information storage norms and

server locations (within India as per the regulatory requirements laid
down by RBI).
2. The Service Provider shall conduct periodic security assessment of
their applications and infrastructure and should be accountable to
ensure storage of customer data for the duration of the Partnership
or as per Regulatory guidelines (whichever is higher).
3. The Service Provider shall at the end of the partnership, provide
ICICI Bank access to its data or destroy any data belonging to ICICI
Bank or follow the norms as agreed during the partnership.

2. MISCELLANEOUS

1. 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 waiver, by the Party against
whom the waiver is to be effective.
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, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
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.
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 not set forth herein has been made or relied upon by any Party
hereto.
5. Neither this Agreement nor any provision hereof is intended to confer
upon any Person other than the Parties to this Agreement any rights or
remedies hereunder.
6. In connection with this Agreement, as well as all transactions
contemplated by this Agreement, each 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.
7. The invalidity or unenforceability of any provisions of this Agreement in
any jurisdiction shall not affect 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.
8. This Agreement has been signed in duplicate, each of which shall be
deemed to be an original.
9. The captions herein are included for convenience of reference only and
shall be ignored in the construction or interpretation hereof.
10.This Agreement together with all Annexures hereto form a single
Agreement between the Parties hereto.
11.The Parties shall be bound by the applicable laws and shall ensure
compliance with any statues, regulation or guidelines made applicable to
them from time to time.
12.Neither Party shall violate any proprietary and intellectual property rights
of the other Party or any third party, including without limitation,
confidentiality obligations, trade mark, trade name, logo, content, patent,
trade secrets, copyright and any other proprietary rights. Either Party shall
seek prior consent from the other Party to use the trade mark, trade
name, logo, content, patent, trade secrets, copyright and any other
proprietary rights of the said Party.
13.This Agreement shall be governed and construed in accordance with the
laws of India. Any dispute arising under this Agreement shall be subject to
the jurisdiction of courts of Mumbai.
14.The Alliance Partner hereby agrees and undertakes that neither the
Alliance Partner nor its associate companies and affiliates shall in any
manner offer, take up, implement and carry out, whether in whole or in
part, same or similar solutions/platform integration with any other
Scheduled Commercial Bank or commercial entity, whether in or outside
India for a period of one year from the date of execution of this
Agreement.
15. Service Provider shall submit certification by an independent
certified agency on adherence to security and resilience standards
by the Partner on a periodic basis