BUSINESS SOURCING AGREEMENT

THIS BUSINESS SOURCING AGREEMENT (“Agreement”) made at_____________, on date

_______________, between Muthoot Finance Limited, a Company incorporated, under the provisions of
Companies Act, 1956 having its Registered Office at 2nd Floor, Muthoot Chambers, Kurian Towers, Banerji
Road, Kochi – 682 018 and having its corporate office at Muthoot Finance Limited, Unit no.19 , 19th
Floor, The Ruby, Senapati Bapat Marg, Dadar West, Mumbai - 400 028, here in after referred to as
“MFL" (which expression shall unless it be repugnant to the context or meaning thereof shall mean and
include its successors and assigns) of the One Part;

AND

Mr. /Mrs. _____________, an I n d i a n i n h a b i t a n t , r e s i d i n g a t ______________, hereinafter

referred to as “Muthoot Finance Business Partner” or “MFBP” (which expression shall unless the
context otherwise requires, shall mean and include his/her heirs, executors, administrators and permitted
assigns,) of the First Part;

[To be used in case of MFBP is an Individual]

OR

M/s __________, Proprietor/Proprietors ___________having its office or residing at ____________,

hereinafter referred to as “Muthoot Finance Business Partner” or “MFBP” (which expression shall,
unless repugnant to the context otherwise requires, shall mean and include his/her heirs, administrators,
executors, successors and permitted assigns) of the First part;

[To be used in case of MFBP is an Individual and representing through his/her proprietorship firm

OR

M/s ___________________ , a partnership firm, having its office at ________________, hereinafter

referred to as “Muthoot Finance Business Partner” or “MFBP” (which expression shall include, unless
repugnant to or inconsistent with the subject or context thereof, be deemed to include, the partners for the
time being of the firm, the survivors or survivor of them and the heirs, executors, administrators of the last
survivor) of the First Part;

[To be used in case of MFBP is a partnership firm]

OR

__________, a company incorporated under the Companies Act, 1956 having its registered office at
____________________,(Hereinafter referred to as “Muthoot Finance Business Partner” or “MFBP”,
which expression shall, unless repugnant to the meaning or context thereof, be deemed to mean and
include its successors and permitted assigns) of the First Part;

[To be used in case of MFBL is a company]

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 AND

“Muthoot Finance Business Partner” or “MFBP” and “MFL” are jointly referred to as the “Parties”
and individually as a “Party”;

WHEREAS:
A. MUTHOOT FINANCE LTD, the company has been licensed by Reserve Bank of India under
Companies Act of 1956 to function as a Non-Banking Finance Company (NBFC) without accepting
public deposits

B. MFBP is carrying on the business of Loan against Property (LAP)

C. MFBP has represented to MFL that it has necessary manpower, infrastructure, expertise and capacity
for marketing MFL’S products and to provide certain services to MFL as may be required by MFL from
time to time.

D. Based on the representations, MFL has agreed to engage the MFBP to provide certain services (as
defined hereinafter) to MFL on the terms and conditions set out hereunder.

E. Pursuant to the above, the Parties are desirous of reducing their understanding in writing and have
entered into this Agreement on the terms and conditions contained hereunder.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN

THE PARTIES HERETO AS UNDER:

1. Definitions, Interpretation

In this Agreement unless the context otherwise requires:

(a) “Sourcing” means the business of identifying and referring potential/prospective customers to MFL
by MFBP;

(b) “Customer” means any person who is an adult competent to enter into a contract and/or an entity
sourced and referred by MFBP to MFL for the purpose of availing loan from MFL;

(c) “MFL’s Information” means information provided by MFL to MFBP including MFL’s products and
other related information;

(d) “Duplicate Lead” means a Lead sourced and referred to MFL which already exists in MFL’s Leads
Database. The MFBP shall not be paid any Sourcing Fees for Duplicate Lead/s;

(e) “MFL Products” shall mean and include Loan against Property for residential or Commercial
offered by MFL from time to time;

(f) “Leads” means Customers who have been referred to MFL by MFBP to avail any one or more of the
loan products provided by MFL;

(g) “Loans Disbursed” means the actual sum borrowed by the Customer from MFL and not the sum
sanctioned by MFL.

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 (h) “Fees” shall mean the fees payable by MFL to MFBP based on Loans Disbursed to the Customers,
sourced and referred by MFBP to MFL, as per the fee structure and payment terms specified in
“Annexure B and B1” hereto.

(i) “MFL Representative” means the person designated by MFL with whom MFBP shall follow-up.

(j) “Services” shall mean, the services to be provided by MFBP to MFL as more particularly described in
“Annexure A” hereto, in the territory as per the agreement.

(k) “Term” shall mean the term defined in this Agreement.

(l) “Territory” shall mean the territory of Business Location

In this Agreement unless otherwise clearly indicated by, or inconsistent with the context:

a. The headings are for convenience, reference only and shall not constrain or affect the construction or
interpretation of the Agreement in any manner whatsoever.

b. Wherever the context so requires any reference to the singular includes the plural, and vice versa.
c. Agreement means this “Business Sourcing Agreement “and includes any recitals, schedules, annexure
or exhibits to this Agreement and any amendments made to this Agreement by the Parties in writing.

d. References to any law shall include such law as from time to time enacted amended, supplemented or
re-enacted.

e. At no time shall any failure or delay by either party in enforcing any provision, exercising any option, or
requiring performance of any provision, be construed to be a waiver of same. The waiver by either
party of any default or breach of this agreement shall not constitute a waiver of any other or subsequent
default or breach.

2. Engagement and Services

MFL hereby engages MFBP for providing the Services as more particularly described in Annexure A
hereto and in this Agreement and MFBP accepts the engagement and agrees to provide the Services to
MFL.

3. Term and Termination

1. This agreement shall be effective from 1st August and shall continue for a period of 24 months, unless
terminated earlier in accordance with the provisions of this Agreement.

2. The tenure may be extended or renewed further on such terms and conditions that may be mutually
agreed upon in writing between the parties.

3. Either Party may terminate this Agreement by giving 30 days written notice to the other party without
assigning any reason thereto at any time before the expiry of the term. However, MFL shall be
entitled at any time without any notice period to terminate this agreement forthwith without assigning
any reasons and also without thereby being liable for any compensation or damages, if in its sole
opinion, MFL finds that :

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 i. The MFBP Is not performing its duties satisfactorily and not able to refer the leads/enquiries on
a regular basis;

ii. The MFBP has acted against any of the terms and conditions of engagement with MFL and/or
has committed breach of any of the terms and conditions of this Agreement;

iii. The MFBP has furnished information or referred any enquiry which is incorrect and untrue and /
or has influenced prospective customer/s for providing false information in the application form
and / or has acted in a fraudulent manner. In such cases, MFL reserves its right to recover from
MFBP the damages which are directly or indirectly or incidental to such act and intention and
also financial losses, if any, that MFL may suffer or incur. In such case, the fees (payouts)
payable to MFBP shall be stopped forthwith and MFBP shall be disqualified to refer any further
loan enquiries/leads to MFL;

iv. The MFBP is involved in unethical practices, which may cause loss to MFL.

v. The services provided by MFBP are deficient and/or MFBP is negligent in performance
of its duties as contemplated under this Agreement;

vi. Any representations and/or warranties made by MFBP under this Agreement being are false or
untrue;

vii. MFBP is declared incompetent to conduct its business under any Law.

3.1 If this Agreement is terminated for any reason as set out hereinabove, MFL shall within a period of
30 days from the date of such termination subject to all the handover process and subject to receiving
all documents, data, records from MFBP to the satisfaction of MFL, pay to MFBP the fees (if any)
accrued till the date of such termination.

3.2 The termination of this Agreement in any of circumstances aforesaid shall not in any way affect or
prejudice any right accrued to MFL prior to such termination.

3.3 It is expressly agreed that any and all sourcing fees accruals in relation to the leads already introduced
by MFBP prior to termination of this agreement will continue to accrue to MFL only in case of
conversion of the leads into loans disbursed.

3.4 Upon termination of this arrangement, the Code or reference number, if any, issued/assigned to MFBP
shall stand cancelled/withdrawn forthwith and MFBP shall not source any loan enquires and/or
provides any information about MFL’s loan products to anybody. Further, MFL reserves its right to
release an advertisement in the local newspapers informing public at large of such discontinuance of
arrangement and also cautioning the public not to deal with MFBP. Further, upon the termination of
this arrangement, the MFBP shall return all marketing materials, brochures, application forms etc. to
MFL forthwith and upon termination of this arrangement, no representation of MFL in any form shall
be used by the MFBP.

4. Representation and Warranties

4.1 MFBP hereby represents and warrants that it has the necessary power and authority to execute this
agreement and shall comply with provision of all statute, laws, rules and regulations applicable to

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 the business carried out with MFL and the services agreed to be provided pursuant to this
Agreement. MFBP hereby confirms that it has not been prevented from entering into this Agreement.

4.2 MFBP hereby undertakes that no close relative/ex-employee of MFBP is working/associated as

employee/agent/vendor of MFL.

5. Area of operation

MFL hereby engages MFBP for rendering the services to MFL in the territory as mentioned in
clause 1 (i) hereinabove for MFL Products and to perform its obligations as stated in this
agreement. MFBP accepts the engagement and agrees to provide the services to MFL for MFL
Products and to perform its obligations within the territory in accordance with the terms and
conditions set out herein.

6. Fees

6.1 In consideration of the services provided by MFBP to MFL pursuant to this agreement, MFL agrees
to pay fees to MFBP as per the fees structure mentioned in Annexure B and B 1 hereto.

6.2 The fees shall be paid subject to deduction of tax as applicable from time to time.

6.3 MFBP shall be entitled to fees only in the event where the Leads sourced and referred by MFBP are
directly forwarded to MFL and such Leads are converted into Loans Disbursed.

6.4 No fee will be payable, in case duplicate leads are submitted by MFBP, however, MFL shall within
10 Working days from the receipt of such duplicate leads, inform MFBP the details of duplicate
leads.

6.5 No fee will be payable in case of sourced leads is of existing Muthoot Finance Customer

6.6 Fees shall be paid by MFL on a monthly basis and any tax liabilities arising out of the payment to be
made by MFL to MFBP shall be borne by the MFBP alone and the same shall be deducted at source.

MFBP shall submit to MFL invoice for the fees to be paid on or before the working day of every calendar
month for the leads referred by it and converted into loans disbursed, in the preceding month. MFL shall
confirm and make payment against such invoices, subject to scrutiny and its satisfaction, within 3 0 working
days from the date of receipt of the invoice.

6.7 It is agreed by the parties that before sending/submitting the invoices as aforesaid, it is the duty of the
MFBP to collect the details of Loans disbursed from MFL and ensure that the invoices are only in
respect of the Leads referred and converted into loans disbursed during the preceding month.

6.8 MFBP must revert in writing to MFL within 10 Working days of the date of payment of fees for any
reconciliation of short payment of fee, failing which any representation received from the MFBP in
this regard will not be entertained.

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6.9 In the event of any top up loan being disbursed to a customer, sourced by MFBP, MFBP shall be
eligible for the fees on the top-up loan amount, only if the MFBP sources the loan proposal and submit
the Loan Application for top–up loan amount alongwith required documents to MFL office, on the
rate as agreed upon between the parties, after the top-up loan is disbursed. In case the Customer
approaches MFL directly for top-up loan, then in such case, MFBP is not eligible for any fee from
MFL.

6.10 Except the fee as mentioned hereinabove, no fees or charges of whatsoever nature shall be paid to
MFBP by MFL.

7. Duties & Obligations of MFBP

7.1 MFBP hereby agrees:

7.1.1 to source leads for MFL Products and submit the same to MFL as per the terms of this agreement;

7.1.2 to answer all and any queries raised by potential customers relating to MFL loan products, and give
proper guidance to facilitate the Leads translating into disbursements;

7.1.3 to adhere to all Applicable Laws, Rules, Regulations, Guidelines and/or Directives issued by a
Statutory or Regulatory Authority as may be applicable from time to time;

7.1.4 to keep itself updated on the contact details of the MFL Representative assigned by MFL to
complete the loan counseling and documentation process of the Leads.

7.2 MFBP shall:

7.2.1 not make any direct efforts for marketing and/or promoting MFL Products without prior written
approval of MFL save and except as provided in this Agreement;

7.2.2 not interfere and / or intervene into any of the processes for any of the loan products of MFL or
procedures of MFL while the referred enquiry is being processed, and shall not attempt to influence
or pressurize MFL employees, officers, staff for processing the Leads/enquiry;

7.2.3 not accept any amount (cash, cheque ) from any prospective customer on behalf of MFL of
whatsoever nature;

7.2.4 not issue any undertaking / receipt or any other form of commitment to the prospective customer on
behalf of MFL;

7.2.5 not mislead the prospective customer on any service/ product offered by MFL;

7.2.6 not make any false / unauthorized commitment on behalf of MFL for any facility
/ LAP Loan /Service;

7.2.7 not use MFL’s logo/name, trademark in any of the stationary / board / business cards / office etc.
during the marketing of MFL’s products, unless the same has been specifically approved by MFL in
writing and any promotional activities shall also require MFL’s written prior approval.

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7.2.8 act with all reasonable diligence acting dutifully in good faith, observe all instructions of MFL from
time to time, act on MFL’s interest and use the best endeavor to increase the business.
7.2.9 ensure that the enquiry/Leads is/are submitted to MFL Branch in the prescribed Application Form of
MFL duly completed in all respects alongwith the prescribed processing fee A/c Payee cheque drawn
in favour of Muthoot Finance (India) Limited within 24 hours of receipt of completed Application
Form with processing fees cheque;

7.2.10 make sure that the Prospective Customers/ Loan Applicants provide correct and accurate information
in the Application form and explain, assist in the process of filling the Application form and linked
services, if any;

7.2.11 perform its duties and act in the best interest of MFL while referring enquiry/Leads to MFL and not
indulge in any kind of unfair or malpractice that could affect MFL’s interest;

7.2.12 Affix the Code Number/reference number (if any) allotted by MFL on the Loan application forms
before submitting to MFL for further processing.;

7.2.13 refrain from making any kind of commitments as to exact quantum of loan that MFL shall sanction
and /or conditions that may be stipulated by MFL;

7.2.14 Refrain from collecting any kind of favors’ whether in cash or in kind or for any other consideration
in referring prospective customers loan application.

7.2.15 Refrain from giving any such kind of impression that he/she/they could influence sanction of the
loan.

7.2.16 Refrain from manipulating or fabricating / hiding the facts and information that the prospective
customer is required to provide in the application form.

7.2.17 Shall obtain declaration as per the format attached hereto as Annexure C from its employee/s,
representatives before assigning the duties.

7.2.18 Regularly provide updates to MFL with respect to the provision of the Services and shall meet with
the officials designated by MFL to discuss and review the performance of MFBP at such intervals as
may be agreed between the Parties.

7.2.19 MFBP and/or its employees, shall not have any claim whatsoever on MFL and shall not raise any
industrial dispute, either directly or indirectly, with or against MFL in respect of any of the service
condition or otherwise.

7.2.20 Ensure that MFBP’s employees and/or staff shall not claim any employment or interest in the services
of MFL and MFBP alone will be liable to comply with all the laws and regulations in respect of the
employees and/or staff hired/employed by him for providing services to MFL . MFBP confirms and
undertakes to inform its employees and/or staff in this regard and obtain necessary consent from
them.

7.2.21 Provide necessary training to its employees/staff so as to enable them to render professional services
to MFL.

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7.2.22 MFBP Shall not make available / share any information contained in the Loan application form
and/or any other document submitted to MFL to any person at any point of time without prior written
approval of MFL.

7.2.23 MFBP shall not at any time release any advertisements either in the newspapers, magazines, booklets,
broachers, pamphlets, media or any other manner by using the name of MFL or its trade mark or logo
or label or brand without prior written permission of MFL and shall not display the logo of MFL on
its visiting card or any other stationary/printing materials, Advertisement etc. without prior written
permission of MFL.

7.2.24 MFBP and its employees shall not in any manner whatsoever claim or represent to be the employee
or partner of MFL and that the relationship between MFL and the MFBP under this Agreement shall
be strictly on a principal to principal basis.

7.2.25 Nothing in this Agreement or otherwise shall entitle the MFBP to make any representations or
warranties for and on behalf of MFL or enter into contracts or arrangements on behalf of MFL.

7.2.26 Ensure that its employees/representatives must be appropriately dressed. Jeans and T- shirt, open
sandals are not considered appropriate.

7.2.27 Maintain true and complete books and records of account in relation to the services provided and
other information which are necessary to monitor the performance of the services which are provided
to MFL pursuant to this agreement.

8. Obligations of MFL

8.1 MFL agrees:

8.1.1 to provide information’s about MFL’s products to MFBP from time to time; to pay the prescribed
fees to MFBP (monthly basis) upon conversion of Leads sourced and referred by MFBP into Loans
disbursed, as per the fees structure and in the manner mentioned in Annexure B and B1 hereto,
subject to scrutiny of the invoices submitted by MFBP.

8.1.2 To provide details/updates of the loans disbursed by MFL within 10 Working days the following
month, on the Leads/customers sourced and referred by MFBP and reconcile the details and ensure
to make the payment of the fees as agreed.

8.1.3 To provide updates of the contact details of the MFL Representative/s with whom MFBP has to co-
ordinate and submit the Leads.
8.2 MFL shall:

8.2.1 at the request of MFBP provide with marketing materials, brochures and application forms to
refer and submit Leads/enquiries;

8.2.2 provide a code/reference number that shall be used in identifying the Leads/enquiries
referred by MFBP;

8.2.3 attend to all the Leads and attach equal importance in processing Loan applications as being
done to the business sourced by its own self;
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8.2.4 Provide the required information to MFBP on status of processing of Leads sourced and submitted
by MFBP.

8.3 MFL shall have absolute discretion and right to sanction or reject any loan proposal and is not bound
to convert any of the leads into loans disbursed, provided reason for rejecting the leads should be duly
communicated to MFBP.

8.4 Notwithstanding the fact that the loan may have been sanctioned in favour of the Customer, MFL
reserves the right to rescind any such sanction for want of legal and technical documents and /or such
additional documents and/or condition/information or for any reason whatsoever.

8.5 Upon receipt of the Leads from MFBP, cross check and verify the details of the Leads in its customer
databases, including the MFL’s Lead Management System (LMS), to ascertain/check whether the
Lead submitted by MFBP is a Duplicate Lead or not;

9. Trade Marks and Database

9.1 MFBP agrees and undertakes that it shall not display any brand name, trade name, trade mark or
product name or any other name or mark, whether visual or otherwise, in anyway related or belonging
to MFL without obtaining prior written permission of MFL. MFL hereby expressly clarifies and
MFBP expressly acknowledges and agrees that by virtue of this Agreement there is no transfer of any
such right of MFL to MFBP to use any trade name, trade mark, brand name, logo and/or any product
name or any other name or mark, whether visual or otherwise, of MFL.

9.2 Information about various products, the details of loans granted and/or any other information,
documents given by MFL regarding its business model, shall remain exclusive property of MFL.

10. MFL’s Code Of Conduct

MFBP is aware that its activities under this Agreement will be governed by MFL’s Code of
Conduct as applicable for MFBP (the "Code") and it has received a copy of the same (a copy
whereof is attached herewith as “Annexure D”) and agrees that MFBP and its Employees /
representatives shall at all times abide by the Code. The MFBP further undertakes that it will
promptly report any violation of the Code to MFL.

11. Confidentiality
11.1 The Parties shall keep confidential all proprietary information, Confidential Information exchanged
between the Parties during the course of this agreement and shall not disclose any information or
material whatsoever which is provided or made available by the other party, without the prior written
consent of the other party.

11.2 Confidential Information for this purpose shall mean all information relating to such loan products,
services, ideas, business, personnel, commercial activity of MFL including but not limited to any
written reports or other data, systems, presentations, concepts, techniques, marketing and commercial
strategies, which information is not generally available to the public.

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11.3 The MFBP shall use only for the purpose of this arrangement all confidential information relating to
MFL and its loan products.

11.4 Each party may disclose Confidential Information only to its employees who have a need to know in
connection with the provisions or use of their services and who are bound by confidentiality
restrictions consistent with those set forth herein.

11.5 The said confidentiality clause shall not apply to any information that:

i. is or at any time becomes publicly available other than as a result of breach by the recipient of its
obligations under this Agreement,
ii. the recipient acquires from a third party who owes no obligations of confidence to the other party in
respect thereof, or
iii. Is independently developed by the recipient without use of, or reference to, Confidential
Information. If either the MFL or MFBP is required by any legal or investigative process prescribed
under law or under the authority of any Central or State Government or Court of law, to disclose any
Confidential Information, that party shall, to the extent legally permissible, provide the other party
with prompt notice of each such request and the Confidential Information requested so that such
other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required
and a protective order is not obtained, the party from whom disclosure is required shall disclose only
such Confidential Information that is advised by its legal counsel to be required to be disclosed.

11.6 The MFBP agrees to indemnify and keep MFL indemnified against all actions, suits, proceedings and
all costs, charges, expenses, losses or damages which may be incurred or suffered by the MFL by
reason of any false or misleading information given by MFBP to MFL or any breach / default /
contravention / non-observance / non-performance by MFBP of any of the terms, conditions and
provisions of this agreement.

12. Assignment and Sub-Contracting

Notwithstanding anything contrary contained in this Agreement, MFBP shall himself/itself perform its
obligation under this Agreement and shall not assign, transfer or sub-contract any of its rights and
obligations under this Agreement without prior written permission of MFL and any such attempted
assignment shall be null and void.

13. Principal to Principal Agreement

It is agreed between the parties that this Agreement is on a principal-to-principal basis and does not create
any employer-employee or principal-agent relationship between MFL and MFBP. The MFBP shall not
represent or designate his / its business premises as an office of MFL. MFBP shall not advertise in any
form on behalf of MFL.

14. Force Majeure

14.1 The Parties shall not be considered in default of the performance of their obligations under the terms
of this Agreement, if such performance is prevented or delayed for any causes beyond the reasonable
control of the party affected including war, hostilities, revolution, riots, civil commotion, strikes,
lockouts, epidemic, fire, explosion, flood, earth-quake, act of God, any act of Government, espionage,
, governmental action or interruption of services or any other cause beyond the control of the
concerned party which could not have been foreseen or avoided by the exercise of due diligence.

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14.2 The Party affected by force majeure shall take steps as are reasonably necessary to remove the causes
resulting in force majeure if within its control and to mitigate the effect thereof.

Email: [email protected]

15. Notices

15.1 Any notice or communications given under this agreement, shall be in writing and delivered by hand,
confirmed facsimile transmission, confirmed electronic-mail transmission, (in the case of electronic
mail and facsimile transmission, a hard copy of such notice or communication should be forthwith
sent by registered post to the relevant address set out below), by registered post, courier to:

All notices addressed to be marked attention to:

For MFL For MFBP (Address)

Kind Attn: Kind Attn: ___________

Muthoot Finance Limited

15.2 Notice and communications will be deemed served (four) 4 business days after posting or upon receipt
in the case of hand delivery, facsimile or E - mail.

15.3 Any change in the address, fax number or contact person mentioned herein of any party shall be
communicated in writing to the other Party immediately of such change, failing which any notice sent
at the last known address of the party shall be deemed served.

16. Dispute Resolutions, Governing Law and Jurisdiction

16.1 The parties shall initially attempt to amicably resolve between themselves, any dispute arising out of
or related to this Agreement, including, without limitation, claims, differences or conflicts arising
out of or in relation to any aspect of this Agreement, its business matter, performance, interpretation,
validity or any breach thereof (“Dispute”).

16.2 In the case of failure by the Parties to resolve the dispute in the manner set out above within 15 days
from the date when the dispute arose, then MFL shall be entitled to refer such dispute to the Sole
Arbitrator to be appointed by MFL.

16.3 Such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996
or any statutory re-enactment or modification for the time being in force (“Arbitration Act”).

16.4 The juridical seat and venue of arbitration shall be Ernakulam , Kerala and the arbitral proceedings
will be held in and conducted in English;

16.5 This Agreement shall be governed and construed in accordance with the laws of India and subject to
the provisions of this clause, shall be subject to the exclusive jurisdiction of the courts at Ernakulam,
Kerala .

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17. Miscellaneous

17.1 MFBP shall not charge (directly or indirectly) to any applicants/proposed applicants/
Customers/borrowers any fees or charges under any name whatsoever called, for the services provided
or agreed to be provided by it in terms of this Agreement.

17.2 The Fees payable by MFL to MFBP is inclusive of the service tax and all related charges and levies
thereon and that MFL shall not be required to pay or reimburse the same or any part thereof to the
MFBP or any other entity whatsoever. The MFBP shall bear and pay the service tax, other Taxes and
the related dues / levies and/or any increase in such taxes/dues as may be found payable from time to
time.

17.3 MFBP agrees to accept the statement sent by the MFL or any other authorized representative of the
MFL as conclusive proof of the correctness of the disbursement made in a particular month for the
loan files/leads referred by MFBP to MFL every month.

17.4 The Parties agree that this Agreement and the arrangements contemplated under this Agreement are
non-exclusive arrangements and subject to the confidentiality obligations herein contained, any Party
may enter into similar agreements or arrangements with any other persons.

17.5 At all reasonable times after written notice within normal business hours, the MFBP shall permit any
authorized representatives designated by MFL to visit and inspect, conduct reviews of, their books
and records solely relating to the Services, and to take abstracts there from and make copies thereof,
at MFL’s sole cost and expense, verifying the compliance of the terms of this Agreement and other
matters connected with or incidental to this Agreement

17.6 This Agreement together with all schedules/Annexures attached hereto shall constitute 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 and there are no other representations, understandings,
arrangements or agreements between the Parties with relation to such subject matter and it shall not
be varied, amended or supplemented except by an instrument in writing executed by the duly
authorized representative of both Parties.

17.7 The failure of either Party at any time to enforce the terms, provisions or conditions of this Agreement
shall not be construed as a waiver of the same or of the right of such Party to enforce the same.

17.8 If any section, paragraph or clause in this Agreement shall be held to be invalid or unenforceable in
any jurisdiction, in which this Agreement is being performed, then the meaning of such section,
paragraph or clause shall be so constructed so as to render it enforceable to the extent feasible and if
no feasible interpretation would save such section, paragraph or clause it shall be severed from the
Agreement. If such paragraph or clause is considered an essential element of this Agreement, the
parties shall promptly negotiate a replacement thereof. In the event the parties are unable to agree
upon the replacement within 15 (fifteen) days of the final rendering such terms invalid or
unenforceable, either party may terminate this Agreement upon 7 (seven) days written notice.

17.9 It is clearly understood that MFL shall not liable to reimburse any expenses incurred by MFBP in
respect of offering enquires, sourcing, explaining and assisting the prospective customers for filling
the application forms and linked services of whatsoever nature or any other expenses made by MFBP
pursuant to this Agreement.
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17.10 Stamp duty and other taxes and levies on this Agreement and other documents to be executed pursuant
to this Agreement shall be borne and paid by MFBP.

17.11 This agreement has been executed in duplicate. MFL shall keep the original. MFBP shall keep the
copy. Both together shall constitute a single agreement between the Parties.

IN WITNESS WHERE OF the Parties hereto have executed these presents on the day and year first herein
above written.

Signed and delivered by within-named

Mr. (MFBP)

(MFBP) by the hands of its on duty Sales Manager

Mr. /Mrs. _______

Annexure A

SERVICES

MFBP shall provide the following Services to MFL in the designated territory as mentioned in this
agreement.

The Detailed scopes of services are as under:-

1. Identifying/sourcing Leads for Loan against Property.

2. Obtain all the details of the Leads (Non Muthoot Finance customer/existing muthoot) as may be
required by MFL from time to time for the purpose of identification, verification and processing the
Leads, and submitting the same directly to MFL

3. Procuring duly filled in Loan Application form with all relevant documents (as per MFL’s applicable
documents checklist) from the customer and submitting the application along with documents to the
designated MFL office if applicable;

4. Follow – up with the Customer for post sanction documentation and submitting the same to the
designated MFL office till the date of disbursement of the loan (loans disbursed) if applicable.

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Annexure B

Fees and payment terms:

1) In consideration of the services provided by MFBP to MFL under this agreement, MFBP shall be entitled
to receive Fee/payout, as per the fee structure & payment terms and conditions as mentioned hereinafter;

The details of the fee structure and payment terms and conditions are attached herewith as “Annexure
B1”.

However, MFL at its sole discretion may change the fee structure payable to MFBP from time to time
and the decision of MFL in this regard, shall be final and binding on MFBP.

The Fee as aforesaid will be the only fee payable to MFBP by MFL pursuant to this Agreement.

2) All payments shall be made to the MFBP after scrutiny of the invoices and making statutory deductions
towards tax, duties etc, if any, applicable from time to time. Service tax to be paid wherever applicable.

3) MFL shall also have the right to set off, deduct and recover from the fees or any other amount payable to
MFBP any and all amounts which may or become payable or which the MFBP is liable to pay to MFL
under this agreement or on any other account whatsoever. The MFBP shall immediately reimburse to
MFL any amount, which has been accidentally paid to MFBP by MFL.

4) MFBP shall not be entitled for any Fee, if MFBP has not registered/submitted the Leads with the
designated MFL representative/MFL branch office within the territory;

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Annexure B1

Fee (Payout) structure and payment terms and conditions:

Fee (Payout) Structure:

PLEASE INCORPORATE THE FEE STRUCTURE BELOW DULY APPROVED BY THE

APPROPRIATE AUTHORITY

 Flat Pay-Out of 0.40%

Notes:

MFL at its sole discretion may change the fee structure as aforesaid from time to time and the
decision of MFL in this regard, shall be final and binding on MFBP.

Payment Terms & Conditions:

The disbursement amount (Loans Disbursed) of Loan against Property business will be
considered

Loans shall include Loan against property

The Fee/Payout structure as aforesaid will be valid till further notice.

TDS will be deducted as per prevailing Tax Laws.
Fee/Payout on cancelled cases will be deducted/recovered from subsequent pay-outs to the MFBP.

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Annexure C

Declaration–Cum-Undertaking to be obtained by the MFBP from its employees / representatives

Re: MFL’s Code of Conduct

Dear Sir,

I am working in your company as a . My job profile, inter-alia, includes offering, explaining,

sourcing, and assisting documentation of products and linked services to prospective customers of
Muthoot Finance (India) Limited.

In discharge of my duties, I am obligated to follow the MFL’s Code of Conduct, I confirm that I have
read and understood and agree to abide by the MFL’s Code of Conduct attached to this document. I
further confirm that the full facts and contents of the Code of conduct have been explained to me.

In case of any violation, non-adherence to the said Code, you shall be entitled to take such action against
me as you may deem appropriate.

Signed on this day of 20

Name Signature

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Annexure D

MFL’s Code of Conduct

Code of Conduct for Muthoot Finance Business Partner

This Code of Conduct is prepared for MFL Muthoot FINANCE Business Partner (MFBP) who is/are
appointed by MFL and is/are operating on behalf of MFL (MFL’s Code of Conduct).

The code will apply to all persons involved in marketing and distribution of any loan or other financial
product of MFL. The MFBP and its employees / representatives must agree to abide by this code prior to
undertaking any direct marketing operations on behalf of MFL. Any employees /representatives of the
MFBP found to be violating this code may be blacklisted and such action taken may be reported to MFL
from time to time by the MFBP. MFL may consider termination or permanent blacklisting of MFBP who
fail to comply with this requirement.

A declaration to be obtained from employees /representatives by the MFBP before assigning them their
duties as per the format provided by MFL.

1. Tele-calling a prospective customer

A prospective customer may be contacted for sourcing MFL product only under the following
circumstances:

When a prospective customer desires to acquire a Loan against property through MFL website/call
centre/branch or has been referred by another customer/ prospective customer or is an existing customer
of MFL who has given consent for accepting calls on other products of MFL.

When the prospective customer’s name/telephone no. /address is available and obtained after taking his
/her consent.

The employees /representatives of the MFBP should not call a person whose name /number is flagged in
any “Do Not Call” list made available to him /her.

MFBP shall ensure compliance of TRAI guidelines.

MFBP shall comply with laws relating to employees.

2. When to contact a prospective customer on telephone

Telephonic contact must normally be limited between 0700 Hrs and 1900 hours. However, it may be
ensured that a prospective customer is contacted only when the call is not expected to inconvenience
him/her. Calls earlier or later than the prescribed time period may be placed only under the following
conditions:
When the prospective customer has expressly authorized the MFBP and its employees /
representatives to do so either orally or in writing.

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3. Respect prospective customer’s privacy

MFBP should respect the prospective customer’s privacy and his /her interest may normally be discussed
only with him /her and with any other individual /family member such as prospect’s accountant /secretary
/spouse only when authorized to do so by the prospective customer.

4. Leaving messages

Calls must first be placed to the prospective customer. If the prospective customer is not available, a
message may be left for him /her. The aim of the message should be to get the prospective customer to
return the call or to check for a convenient time to call again. Ordinarily, such messages may be restricted
to:

“Please leave a message that (name of person) representing MFBP called and requested to call
back at (phone number)”.

As a general rule, the message must indicate that the purpose of the call is regarding selling or
distributing a product of MFL.

5. No misleading statements / misrepresentations permitted

MFBP and its employees / representatives should not:

 mislead the prospective customer on any service / product offered by MFL;

 mislead the prospect about their business or organization’s name, or falsely represent themselves;

 Make any false / unauthorized commitment on behalf of MFL for any facility/LAP loan/service.

6. Telemarketing Etiquette

Pre Call
No calls prior to 0700 Hrs or post 1900 Hrs unless specifically requested.
 No serial dialling
 No calling on lists unless list is cleared by the Head of MFBP.

During Call

 Identify yourself, your company and your principal

 Request permission to proceed
 If denied permission, apologize and politely disconnect.
 State reason for your call
 Always offer to call back on landline, if call is made to a cell number
 Never interrupt or argue
 To the extent possible, talk in the language which is most comfortable to the prospective customer
 Keep the conversation limited to business matters

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  Check for understanding of “Most Important Terms and Conditions” by the customer if he plans to
buy the product
 Reconfirm next call or next visit details
 Provide your telephone number, your supervisor’s name or the MFL’s officer’s contact details if
asked for by the customer.
 Thank the customer for his /her time

Post Call

 Customers who have expressed their lack of interest for the offering should not be called for the next
months with the same offer
 Provide feedback to MFL on customers who have expressed their desire to be flagged “Do Not Call”
 Never call or entertain calls from customers regarding products already sold.
 Advise them to contact the Customer Service Staff of the MFL

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7. Gifts or bribes

Employees /representatives of MFBP must not accept gifts from prospective customers or bribes of any
kind. Any employee/representative of the MFBP, who is offered a bribe or payment of any kind by a
customer, must report the offer to his /her management.

8. Precautions to be taken on visits / contacts

Employees/representatives of MFBP should:

 respect personal space – maintain adequate distance from the prospective customer;

 not enter the prospective customer’s residence /office against his /her wishes;

 not visit in large numbers, i.e. not more than one employee /representative of the MFBP and
one supervisor, if required;
 respect the prospective customer’s privacy;

 if the prospective customer is not present and only family members /office persons are present at
the time of the visit, he /she should end the visit with a request for the prospective customer to
call back;

 provide his /her telephone number, name of the supervisor or the concerned officer of MFL
and contact details, if asked for by the customer; and

 Limit discussions with the prospective customer to the business – Maintain a professional distance.

Dated this day of 20

Between

AND
MUHTOOT FINANCE
(INDIA) LIMITED

===========================

Business Sourcing Agreement

===========================

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DRAFT

NON-DISCLOSURE UNDERTAKING

I/We................................................................ have been assigned the contract of ................... by

Muthoot FINANCE India Limited (Company). During the course of execution of the assigned work/
contract, various confidential informations about the Company including various Practices Followed,
Business Strategies / Estimates / Plans, Personal Data of the officials of the Company including Directors,
Financial Information, Information about customers and trade secrets etc are likely to come to my/our
knowledge/ possession/ directly or indirectly or disclosed to me/us or our representatives by the Company
in connection with the contract/work, in any form such as Documents, Materials or other information
verbally, visually, in writing or otherwise (including computerized or electronic form). I/ We, as
receiving party of such information hereby assure and undertake to keep all such information as strictly
confidential and not to share or divulge such information /data to any third party either during the
currency of my/our work/ contract or after the completion/ expiry or termination of my/our contract/work.
Any unauthorized disclosure or sharing/loss of any critical information about the Company including the
processes followed by the Company or any data by me/us or my/our representatives including those who
are given subcontract by us will be deemed as a breach of this non -disclosure undertaking.

I/ We hereby agree to indemnify the Muthoot FINANCE India Ltd and undertake to make good any
damage or loss that may be caused to or sustained by the Company due to the breach of the terms of this
undertaking by me/us or any of my/our representatives .

I/We agree that if I/we fail to honor the commitments under this undertaking, the Company will have the
right to initiate suitable action including legal action against me/ us for damages. The jurisdiction for such
proceedings shall be under the courts situated at Mumbai, Maharashtra.

Dated this Day of_____ Signature of the Party:-

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 DUTIES AND OBLIGATIONS of MFBP (Part 2)

1 to allow RBI to conduct inspection of the Agency's site/office as a part of inspection on the
company and Conduct of Annual Review of the Financial and Operational position of the in order
to be assured of the ability to continue to meet their service obligations.
2 to allow the RBI/Authorized persons to access the company documents/Records/information
which are stored or processed at its office/premises
3 to provide Access to RBI to inspect the books and accounts of it.
4 to maintain confidentiality of the company information even after the contract expires or get
terminated.
5 to preserve the documents/records as required by Law and to take suitable steps to ensure that
company interests are protected even after termination of the services/agreements.

All notices addressed to be marked attention to:

For MFL
For MFBP
Kind Attn:
Kind Attn:
Muthoot Finance (India) Limited

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