The Master Lease Facility (“Agreement”) is entered into by BENPLAT DIGITAL PRIVATE LIMITED, a company incorporated under Companies Act, 2013, and having its registered office at GP1, 205, Green Park Regency 42/5, Near Amrutha, Bangalore South, Karnataka, India, 560035 (“Lessor”, which expression shall unless repugnant to the context or meaning thereof, include its successors and permitted assigns); and  

Enterprise Organization, a company incorporated under the 1956 or 2013 Companies Act (“Lessee” which expression shall unless repugnant to the context or meaning thereof, include its successors and permitted assigns) as mentioned in the Lease Order Form (“LOF”).

WHEREAS

1. The Lessor is engaged in the business of providing the providing a full-stack digital platform for running a 'device as a service' program for enterprises of all sizes.  
2. The Lessee is desirous of taking on Lease one or more Equipment for its own use, and pursuant to the request of the Lessee, the Lessor has agreed to grant the Equipment on Lease to the Lessee on the terms and conditions contained hereinafter.    

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, AGREEMENTS, REPRESENTATIONS, WARRANTIES SET FORTH IN THIS MOU, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Definitions and Interpretation
   
   
   1. In this Agreement, the following words and expressions shall have the following meanings and all capitalized words not defined in this Clause 1.1, shall have the meanings assigned to them in the other parts of this Agreement when defined for use in bold letters and enclosed within quotes (""):
      
      “Affiliate” shall mean and include a person which / who Controls or, is Controlled by or, is under the common Control of any other person; where “Control” means the possession or ownership by a person or a group of persons acting in concert, directly or indirectly, of more than 50% (Fifty percent) of the voting securities of another person, or the power to appoint majority of the board of directors, or the power to direct or cause the direction of the management and policies of another person, whether through the board of directors or ownership of voting rights       in such other person, by contract or otherwise. The terms “Controls” and “Controlled” shall be construed accordingly.
      
      
      “Applicable Law” means   any   statute,   law,   regulation,   ordinance, rule, judgment, order, decree, by-law, clearance, directive, guideline, policy, requirement, or any governmental, legislative or judicial restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing, by any government authority having jurisdiction over the matter in question, whether in effect as of the Execution Date or thereafter.
      
      “Confidential Information” means any and all information, whether conveyed in writing or orally or in any other form, irrespective whether such information is marked as “confidential”, and include without limitation: (a) terms of this Agreement; (b) any data or information concerning any Party's business, business plans and methods; (c) Intellectual Property Rights (whether registered or not), trade secrets, technical and business know-how, technology, software, codes, data sets, data base, techniques, forms, and other proprietary and price-sensitive information, whether stored electronically or otherwise; (d) the Intellectual Property Rights; (e) the commercial brands of each Party; (f) any financial information, marketing and distribution material, strategy and concept notes, transactions of any Party, any disclosure, details of existing and prospective customers/suppliers/business partners/contracting parties/vendors, cost estimates, budgets, projections, forecasts belonging to either Party; (g) any information, whatsoever concerning or relating to any dispute or claims or settlements arising out of or in connection with this Agreement, or the resolution of such dispute or claims or settlement; and (h) any information or materials, in any form, prepared by or for a Party, that contain or otherwise reflect, or are generated from, Confidential Information.
      
      “Equipment”means all such articles to be provided on Lease to the Lessee by the Lessor as more particularly described in Lease Order.
      “Force Majeure Event” means any act beyond the reasonable control of a Party and shall include natural calamities, terrorism, civil strife or acts of God but does not include economic hardship, changes in market conditions, or insufficiency of funds.
      
      “Insurance Policy” mean the document issued by an Insurance company evidencing fact of Insurance of the Equipment and its validity and terms of Insurance mentioned in the said document.
      
      “Intellectual Property Rights” includes all rights in and in relation to all intellectual property rights of all nature, including patents, patents applications, trade names, service marks, service names, brand names, copyrights, logos, programs (including source code), authorship rights in any content, notes​,​​ ​documents​,​​ ​digital content​,​ anonymised and/or aggregated data sets, design, geographical indication, software and its codes, technology, algorithms, goodwill, brand value, data sets, data base, methods, processes, know-how, trade secrets, findings, patentable or copyrightable concepts, any other proprietary information, including any customizations, improvements, and updates made on such Intellectual Property Right, whether registered or not and including applications to register or rights to apply for registration, in each case anywhere in the world.
      
      “Late Payment Charges” means the applicable late payment charges payable on Lease Rental post the applicable due date, and as may be specified in the Lease Acceptance Intimation. The late payment charges will be calculated at 0.7% per day of the outstanding rental.
      
      “Lease” means the granting of right to use the Equipment to the Lessee during the Lease Term excluding right to sell, alienate, transfer, charge, hypothecate or otherwise encumber the Equipment.
      
      “Lease Acceptance Intimation” means the intimation sent by the Lessor to the Lessee in accordance with this Agreement, indicating its acceptance of the Lease Order.
      
      “Lease Order” means the requisition form submitted by the Lessee requesting the Lessor to provide the type of Equipment in accordance with this Agreement.
      
      “Lease Rental” means the consideration payable by the Lessee, during the Lease  Term, by way of rent for the use of the Equipment during the Lease Term.
      
      “Lease Term” means the period calculated from the date of actual delivery of the Equipment, for which the Equipment will be given on Lease to the Lessee, as may be specified in the Lease Order.
      
      “Manufacturer Manual” means and includes the manual  issued by the manufacturer of the Equipment indicating terms of usage of the Equipment, and shall includes the manual  issued by the manufacturer of the Equipment indicating terms of usage of the Equipment.
      
      “Parties” means the parties to this Agreement.
      
      “Premature Termination” means end of the Lease prior to last day of Lease Term due to reasons specified in Clause 2.9 written hereunder.
      
      “Premature Termination Amount” shall mean the amount as indicated in the Lease Acceptance Intimation to be paid by the Lessee to the Lessor due to Premature Termination of Lease.
      
      “Swish Dashboard” means the application operated by the Lessor for facilitating the grant of the Lease. ‍
   
   
   2. Unless the context otherwise requires, in this Agreement:
      
      
      1. headings are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement;
      2. where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings;
      3. words importing the singular shall include plural and vice versa;
      4. reference to Recitals, Clauses and Schedules are to recitals, clauses and schedules of this Agreement;
      5. the Schedules hereto shall constitute an integral part of this Agreement;
      6. all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders;
      7. the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular Clause or provision in which the relevant expression appears;
      8. the ejusdem generis (of the same kind) rule will not apply to the interpretation of this Agreement. Accordingly, include and including will be read without limitation;
      9. has been negotiated and reviewed by the Parties and their respective counsel and professional advisers. Accordingly, in interpreting this Agreement, no regard shall be had to which Party or its counsel drafted any provision being interpreted;
      10. time is of the essence in the performance of the Parties’ respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence;
      11. a reference to any person in this Agreement shall, where the context permits, include such person's executors, administrators, heirs, legal representatives and permitted successors and assigns;
      12. a reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated or replaced from time to time;
      13. a reference to a statute or statutory provision includes, to the extent applicable at any relevant time:
          
          
          1. that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision, and
          2. any subordinate legislation or regulation made under the relevant statute or statutory provision.
          
          
      14. references to writing include any mode of reproducing words in a legible and non-transitory form and for the avoidance of doubt shall not, unless where otherwise specifically provided, include e-mail communications;
      15. references to INR, Rupees and Rs. are references to the lawful currency of the Republic of India;
      16. the words “directly or indirectly” mean directly or indirectly through one or more intermediary Persons or through contractual or other legal arrangements, and “direct or indirect” have the correlative meanings;
      17. the terms and conditions set out in this Agreement shall be duplicated mutatis mutandis in each Lease Order, as if it were a part of the Lease Order;
      18. when any number of days is prescribed in any document, same shall be reckoned exclusively of the first and inclusively of the last day; and
      19. If any provision in this Clause 1 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
   
   
   
   
   
   
2. Terms of Lease
   
   
   1. Upon receipt of the Lease Order from the Lessee of the Swish Dashboard, the Lessor shall evaluate the same and if found in order may, solely at its own discretion, consider providing it on Lease to the Lessee on the terms and conditions contained herein and on the terms as specified in the Lease Order and/or the Lease Acceptance Intimation.  
   2. The Lessor reserves the right to reject any Lease Order submitted by the Lessee. Provided that at the time of rejection of the relevant Lease Order, the Lessor shall provide a reasonable explanation for such rejection.
   3. The Lessor shall confirm its acceptance of the Lease Order by providing the Lease Acceptance Intimation, which must set out the following details
      
      
      1. Late Payment Charges
      2. Estimate timelines for delivery of the Equipment;
      3. Manner of calculation of Premature Termination Amount
      4. Due date for payment of Lease Rental.
      
      
   4. The Lease Order shall be in such format as may be communicated by the Lessor to the  Lessee from time to time, through the Swish Dashboard, and must set out the following terms of the Lease:
      
      
      1. the details of the Equipment;
      2. the Lease Term;
      3. Monthly Rental.
      
      
   5. The Parties hereby agree and acknowledge that the Equipment shall at all times remain the property of the Lessor. Subject to the compliance with the obligations under these presents, the Lessee shall have the right to have exclusive peaceful possession, operation and use of the Equipment during the Lease Term unless there is a Premature Termination of Lease. Notwithstanding anything to the contrary, the Lessee shall not transfer the ownership of the Equipment and/or transfer any rights thereto to any third party, or encumber or create any third party rights in the Equipment.
   6. The Lessor shall arrange for the delivery of the Equipment upon issuance of the Lease Acceptance Intimation. The Lessor shall communicate the estimated delivery timelines of the Equipment to the Lessee. The Lessee acknowledges that the Lessor engages third party service providers for delivery of the Equipment, and therefore, the Lessor, shall not be liable, in any form or manner, for any defaults or delays relating to the delivery of the Equipment.
   7. Insurance Policy:
      
      
      1. The Lessor shall, at its own discretion, obtain the Insurance Policy insuring against any risk of losses or damages to the Equipment;
      2. Upon the happening of an event, post commencement of the Lease Term, causing damages or losses to the Equipment and/or its accessories, including accident, theft, hit caused by fire explosion, or lightening, burglary, riot, earthquake, flood, hurricane, storm, tempest, cyclone, frost, malicious act and/or terrorist activity, the Lessee shall promptly, but no later than 48 (Forty Eight) hours notify to the Lessor of such damage or loss relating to the Equipment;
      3. The Lessee shall exercise due caution and care in use of the Equipment. The Lessor reserves the right to initiate an investigation in the event of occurrence of any loss or damage to the Equipment;
      4. Under no circumstances shall the Lessor be liable towards the Lessee or any third parties in respect of any losses or damages to the Equipment;
      5. In the event of any damages or losses to the Equipment that are insured or recoverable under the Insurance Policy, the Lessee shall extend all assistance as may reasonably be requested by the Lessor, in making a recovery claim under the Insurance Policy;
      6. The Lessee agrees and acknowledges that in the event, (i) any losses or damages to the Equipment are not insured under the Insurance Policy; or (ii) any claim in relation to any losses or damages has been rejected by the insurer of the Insurance Policy, (collectively, “Uncovered Damages”), the lessee shall continue to pay for the device irrespective of the uncovered damages to the device.
      7. It is hereby clarified that in the event the Lease is terminated prior to the expiry of the Lease Term, the Lessor shall be entitled to collect the amounts in relation to the Uncovered Damages from the Lessee, which would be the actual cost of repairing the device from the brand authorized service centre.
      
      
   8. Lease Consideration:
      
      
      1. In consideration of the Lease of the Equipment from the Lessor, the Lessee agrees to pay to the Lessor regularly and punctually without any abatements or deductions (except statutory deductions which the Lessee is required to deduct under applicable laws), the Lease Rental, on its due dates, as more specifically mentioned in the Lease Acceptance Intimation, irrespective of whether the Equipment has been put to use or not or is under repairs maintenance or for replacement for any period whatsoever.
      2. In the event the Lessee fails to pay Lease Rental or any other amount payable on its due date, the Lessee shall be liable to pay, without prior notification or reminder, following amount, notwithstanding the remedies available to the Lessor under this Agreement : (a) Late Payment Charges at the rate mentioned in the Lease Acceptance Intimation on the amounts due and outstanding, from the period the amount becomes due till such amounts are paid by the Lessee; and (b) Any and all costs incurred by the Lessor to recover such amounts.
      3. The Lessee agrees that the Lease Rental may be increased / decreased by the Lessor, consequent to imposition of any new taxes or consequent to any increase / decrease in taxes whether levied by the State / Central Government or any local authority, as the case may be or change in the depreciation rates any other related and consequential charges and taxes levied on this transaction now or hereafter on any services rendered or on the Equipment or on this Agreement or any deed, document or writing pertaining to this transaction now or hereafter.
      4. Any payments due and payable under or pursuant to this Agreement and made by the Lessee shall be appropriated towards such dues in the following order viz: (a) Interest / Late Payment Charges on arrears of Lease Rental that has became due and not paid; (b) costs, charges and other expenses supported with a statement; and (c) Lease Rentals.
   9. Premature Termination of Lease:
      
      
      1. Notwithstanding the Lease for Lease Term, upon occurrence of any of the events specified hereunder there shall be Premature Termination of Lease:
         
         
         1. at the discretion of the Lessor, occurrence of any one of the events of default specified in Clause 4.1 of this Agreement;
         2. receipt of a written notice of 30 (thirty) days for termination of the Lease from the Lessee;
         3. irreparable damage / total loss caused to the Equipment or theft of the Equipment.
         
         
   10. Upon expiration of the Lease Term or Premature Termination of the Lease, the Lessee shall deliver to the Lessor, at its own cost and expenses, forthwith the Equipment.
   11. Consequence of Premature Termination of Lease:
       1. Upon Premature Termination of Lease due to events specified in Clause 2.9, the Lessee shall, in addition to surrender of Equipment, pay to the Lessor without delay and demure the Premature Termination Amount calculated in the manner set out in the Lease Acceptance Intimation.





3. General Covenants
   
   
   1. During the subsistence of the Lease and till the Equipment is delivered back to the Lessor in good order and condition in terms hereof, the Lessee shall use and operate the Equipment in conformity with the Manufacturer Manual.
   2. The Lessee shall provide invoice-wise details against which payments are being made to the Lessor failing which the Lessor shall have the option of applying the payments received against the total outstanding on a First-In-First-Out basis.  
   3. The Lessee acknowledges that the Equipment are procured by the Lessor from third parties only upon receipt of the Lease Order, and therefore, the cancellation of a Lease Order post issuance of the Lease Acceptance Intimation by the Lessor shall result in losses to the Lessor, and therefore, in the event that the Lessee causes cancellation of or instructs the Lessor to cancel a Lease, refuses or is unable for any reason to accept delivery, then in that event the Lessee shall forthwith on the Lessor making a demand in that behalf pay to the Lessor all such sums as the Lessor may have paid to such third parties as payments in relation to the Equipment, including any costs relating to transit and delivery of the Equipment.  
   4. The Lessee acknowledges, represents, declares, agrees and confirms that:
      
      
      1. The Lessor has not at any time made nor does it hereby make any representation or warranty whatsoever with respect to the merchantability, quality, condition,  durability,  suitability or fitness for the purpose, use, operation or performance of the Equipment;
      2. The Lessor shall in no way be liable or responsible to the Lessee for any liability, claim, loss, damage, or expense of any kind or nature whatsoever arising from the use of the Equipment.





4. Events of Default
   
   
   1. An event of default shall be considered to have occurred under this Agreement if the Lessee:
      
      
      1. fails to make any of the payments or part thereof or any other payment required to be made hereunder and remained due for more than 7 (Seven) calendar days from the due date;
      2. fails to perform or observe any other covenant, conditions of Agreement to be performed or observed by it hereunder or in any other document furnished to the Lessee in connection herewith;
      3. without the Lessor's consent transfer, assign or otherwise dispose of or purport to transfer, assign or dispose of the Lessor's rights or obligations or interest hereunder by way of mortgage, charge, sublease, sale or other assignment, hypothecation, pledge, hire, encumbrance, license or otherwise in any manner part with the possession of the Equipment or any part thereof or allow or purport to do or allow or create any lien, charge, attachment or other claim of whatsoever nature on the Equipment or any part thereof;
      4. becomes bankrupt or is declared insolvent or make an assignment for the benefit of creditors, or consent to the appointment of a trustee or receiver for a substantial part of its property without its consent or reorganization or insolvency proceedings shall be instituted by or against the Lessee, voluntary or otherwise;
      5. shall suffer an adverse material change in the financial condition from the date hereof, and as a result thereof, the Lessor deems itself or any of the Equipment to be insecure;
      6. makes any major additions/alterations to the Equipment which affects the marketability of the Equipment, without the prior written permission of the Lessor
      7. is in breach of any representation or warranty as mentioned in Clause 4 or they are found to be or become incorrect.
   
   
   2. Upon occurrence of an event of default, the Lessor shall provide a written notice to the Lessee specifying in detail the breach and calling upon the Lessee to rectify / cure the breach / default within 15 (Fifteen) calendar days (“Cure Period”)) from the date of receipt of the notice. In the event the Lessee fails to rectify or cure the breach (if curable) on or before end of the Cure Period, the Lessor shall have right to invoke the remedies available to it under Clauses 2.9 to 2.11.





5. Representations and Warranties
   
   
   1. Each Party represents and warrants that:
      
      
      1. it has the requisite power and authority to execute, deliver and perform this Agreement;
      2. this Agreement shall, upon execution, constitute legal, valid and binding contract enforceable as per the terms contained herein;​ ​
      3. the execution of this Agreement does not violate, nor is inconsistent with any Applicable Law, prior contractual obligations, charter documents or any other binding agreement to which the Party is privy;  
      4. there are no bankruptcy, insolvency, reorganization, moratorium or similar proceedings affecting creditors’ rights generally, filed and / or pending against the either Party;  
      5. no order or resolution has been passed for the winding up, for a provisional liquidator to be appointed and no petition has been presented and no meeting has been convened for winding up. No receiver has been appointed in respect of either Party for any or all of the assets.





6. Confidentiality
   
   
   1. Each Party agrees that it shall not reveal, and shall use reasonable efforts as it would generally employ for maintaining confidentiality of its own Confidential Information to ensure that its representatives, or any third party to whom Confidential Information is made available do not reveal, to any other third party, any Confidential Information without the prior written consent of the disclosing Party and use such Confidential Information only in relation to performance of its obligations under this Agreement. Provided that the provisions of this Clause shall not be applicable to any information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party in breach of this Clause 6); (b) was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party; (c) was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; (d) the disclosing Party agrees in writing is not confidential or may be disclosed; (e) is developed by or for the receiving Party independently of the information disclosed by the disclosing Party; or (f) the receiving Party is required by law, a court of competent jurisdiction or any governmental or regulatory authority to disclose.
   2. The confidentiality obligations under this Clause shall survive the termination or expiry of this Agreement.
   3. Neither Party shall decompile, disassemble or otherwise reverse engineer any Confidential Information.
   4. Each Party shall prevent the unauthorized use, disclosure, dissemination or publication of the Confidential Information with the reasonable and standard degree of care. The receiving Party agrees to promptly notify the disclosing Party in writing of any misuse or misappropriation of the Confidential Information that may come to receiving Party’s attention.
   5. Upon termination of the Agreement, each Party, upon request by the other Party, shall at the option of such other Party, either destroy or return the Confidential Information of such other Party.





7. Intellectual Property Rights
   
   
   1. Nothing in this Agreement shall affect the ownership of each Party’s Intellectual Property Rights, including which is and shall remain the exclusive property of the Party owning it (or, where applicable, the third party from whom its right to use the Intellectual Property Rights has derived) and nothing in this Agreement shall operate to transfer any Intellectual Property Rights of one Party to the other.
   2. It is hereby agreed between the Parties that the Swish Dashboard shall be deemed to be the sole and exclusive Intellectual Property Right of the Lessor.  
   3. The Parties agree and acknowledge that any Intellectual Property Rights developed by the Lessor pursuant to the operation of this Agreement, including any Intellectual Property Rights relating to the Swish Dashboard shall be deemed to be the exclusive Intellectual Property Right of the Lessor. The Lessee shall at the request of the Lessor, provide all reasonable assistance to the Lessor in giving effect to Lessor’s rights in the aforementioned Intellectual Property Rights.  
   4. This Clause shall survive the termination or expiry of this Agreement.





8. Distraint and Measures by Third Parties
   
   
   1. If third parties lay claim to or otherwise take action in respect of an Equipment, the Lessee shall take immediate action to safeguard the rightful property of the Lessor. If the Lessee loses legal control of any Equipment, the Lessee shall inform the Lessor immediately, but no later than 24 (Twenty Four) hours and if necessary, take appropriate counter measures. The Lessor may take any and all actions it sees fit in the interests of protecting its rights, not excluding action in the name of the Lessee.
   2. The costs incurred as a result of any action as aforesaid are to be borne by the Lessee and payment shall be made to Lessor upon a written request supported with substantiated proof by the Lessor. The Lessee shall ensure that the Equipment is only used by persons satisfying the requirements laid down under applicable law and regulations pertaining to such use.





9. Term and Termination
   
   
   1. This Agreement shall commence on the date of signing and shall continue to remain in force until terminated in accordance with the provisions of this Agreement (“Term”).  
   2. This Agreement may be terminated, without cause, by either Party by giving an advance written notice of at least 6 (Six) months' to the other Party.  
   3. Notwithstanding the foregoing, the Lessor may upon providing written notice to the Lessee, to terminate this Agreement, with immediate effect if:
      
      
      1. the Lessee commits a breach of the Agreement, and if the same is curable, is not cured within 7 (seven) calendar days of the notice from the Lessor notifying the Lessee of such breach;
      2. if the Lessee becomes insolvent or if an order for insolvency is passed against the Lessee for its winding up or if an administrator / liquidator / receiver is appointed in respect of the whole or any part of the Lessee’s assets or business.
   4. The Company may, at its sole discretion terminate this Agreement upon the occurrence of a Force Majeure Event.
   5. Termination of this Agreement for any reason will be without prejudice to any rights that will have accrued to the benefit of a Party prior to such termination. Such termination will not relieve a Party of obligations that are expressly indicated to survive the termination of this Agreement.
   6. Upon expiration or termination of the Agreement, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive.





10. Indemnity
    
    
    1. Each Party (“Indemnifying Party”) agrees to defend, indemnify and hold harmless the other Party, its Affiliates, directors, officers, agents, contractors and employees (“Indemnified Parties”) from and against all losses arising out of, or resulting from:
       
       
       1. any material breach or default under this Agreement by the Indemnifying Party; and/or
       2. gross negligence, fraud or misconduct.
    
    
    2. IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES.





11. Miscellaneous
    
    
    1. No partnership or agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party as agent of the other, or authorise any Party to make or enter into any commitments for or on behalf of the other Party.
    2. Assignability: No Party shall assign this Agreement or any of the rights, duties or obligations herein without the prior written approval of the other Party.
    3. Notices
       
       
       1. Any notice or other communication to be given under or in connection with this Agreement (“Notice”) shall be in the English language in writing and signed by or on behalf of the Party giving it. A Notice may be delivered personally or by electronic mail to the address or e-mail address provided in Clause 11.3.2, and marked for the attention of the person specified in this Section.
       2. The addresses and facsimile numbers for service of Notice are as follows:
          Lessor
          Attn:         Legal Counsel
          Address:   Hustlehub H1907,
          4th Floor, 240, 19th Main Road, 4th Sector, HSR Layout
          Bengaluru, - 560102
          E-mail:       daas@swishclub.in
    
    
    4. Governing law and Dispute Resolution
       
       
       1. Governing Law: This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by the laws of India.
       2. Dispute Resolution
          
          
          1. If any dispute, controversy or claim arises out of or in connection with this Agreement, including any question regarding its existence, validity or termination (“Dispute”), the Parties shall use all reasonable endeavours to resolve the matter amicably. If either Party gives another Party notice that a Dispute has arisen (“Dispute Notice”) and the Parties are unable to amicably resolve the Dispute within 30 (thirty) calendar days of service of the Dispute Notice, then the Dispute shall be referred to arbitration.  
          2. All Disputes, which are unresolved pursuant to Section 13.2(a) and which a Party wishes to have resolved, shall be referred upon the application of a Party to and finally settled under the rules of the Indian Arbitration and Conciliation Act, 1996 (the “Arbitration Act”) in force at the date of this Agreement. The number of arbitrators shall be 1 (one), appointed mutually by the Parties, failing which the arbitrators shall be appointed in accordance with the Arbitration Act. The seat and venue of the arbitration shall be Bengaluru, India and the language of the arbitration shall be English.  
          3. The arbitrator shall have the power to grant any legal or equitable remedy or relief available under law, including injunctive relief (whether interim and/or final) and specific performance and any measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction  
          4. Any award of the arbitrator pursuant to this Section 11 shall be in writing and shall be final, conclusive and binding upon the Parties.
          5. During the course of any arbitration under this Section 11 except for the matters under Dispute, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement.  
          6. Each Party shall participate in good faith to reasonably expedite (to the extent practicable) the conduct of any arbitral proceedings commenced under this Agreement.
    5. Amendment: No change or modification of this Agreement shall be valid unless the same shall be in writing and signed by all the Parties.
    6. Costs: Each Party shall bear its own expenses incurred in drafting and negotiating this Agreement. The stamp duty payable on this Agreement and shall be borne solely by the Lessor.
    7. Counterparts: This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.