TRANSITORIO DEL DECRETO QUE REFORMA, ADICIONA Y DEROGA DIVERSAS DISPOSICIONES DEL CÓDIGO FINANCIERO DEL DISTRITO FEDERAL, PUBLICADO EN LA GACETA OFICIAL DEL DISTRITO FEDERAL EL 19 DE MAYO DEL 2000

14.1 Dispute.—In the event of any dispute, controversy or claim arising out of or relating to this Agreement or any subsequent amendments to this Agreement including, without limitation, the breach, termination, validity or invalidity thereof, or any non-contractual issues relating to this Agreement (each, a “Dispute”), each of the parties will appoint a designated officer to meet for the purpose of endeavouring to resolve such Dispute or to negotiate for an adjustment to such provision. No formal proceedings for the judicial resolution of such dispute, except for the seeking of temporary restraining orders or injunctions, may begin until this dispute resolution procedure has been elevated to the Executive Vice President level, in the case of Alpha Pvt. Ltd., and the ……… level, in the case of Beta Pvt. Ltd., and either of such officers of Beta Pvt. Ltd. or Alpha Pvt. Ltd. in good faith conclude, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. Such attempt to resolve the dispute may be accomplished by conference between such officers of Alpha Pvt. Ltd. and Beta Pvt. Ltd., either face-to-face or by telephone, or by the exchange of correspondence.

14.2 Arbitration.—

(a) All disputes, controversies or claims between the Parties hereto arising out of or relating to this Agreement (including, but not limited to, disputes as to the validity, interpretation, performance, breach, or with respect to damages upon termination of this Agreement) which are not settled pursuant to the issue resolution procedures set forth in section 14.1 hereof, will be settled by final and binding arbitration in accordance with the following:

(b) Except as specified herein or otherwise agreed to in writing, the arbitration will be conducted in the English language in the... (name of foreign company) and otherwise in accordance with and subject to the Rules of the International Chamber of Commerce in effect at such time (the “Rules”), by a panel of three arbitrators in accordance with the Rules. The arbitrators should be knowledgeable and have expertise in areas relating to the subject matter of the dispute. Each of the parties shall designate an arbitrator within ... days of receipt of a notice of dispute. The two designated arbitrators shall select a third neutral arbitrator who shall be a lawyer, judge or former judge with substantial experience in disputes arising out of computer technology and shall be a citizen of neither ... (name of the country of the Foreign Collaborator’s Company) nor India. At least one member of the panel shall be an attorney experienced in the procedures of arbitration.

(c) The arbitration panel is authorized to render awards of monetary damages and injunctive relief (direction to take or refrain from taking action), or both. The arbitration panel may, at its discretion, order one party to reimburse the other party for all or any part of (i) the expenses of the arbitration paid by the other party, or (ii) the attorneys’ fees and other expenses reasonably incurred by the other Party in connection with

the arbitration. However, the arbitration panel may impose monetary sanctions for conduct contrary to the express direction of the panel. Prior to the start of any arbitration, each party shall deposit with the ICC one half of the estimated costs and fees of the arbitration proceeding. Unless the arbitral award provides otherwise, all costs associated with the arbitration shall be shared equally by Alpha Pvt. Ltd. and Beta Pvt. Ltd.. The arbitral award shall be in writing setting forth the legal and factual basis for the award and shall be final and binding upon the parties who agree, in writing, to waive all rights of appeal thereon subject to the International Chamber of Commerce, International Court of Arbitration’s approval. Notwithstanding anything to the contrary in this Agreement, the arbitration panel shall be bound by the express terms of this Agreement, and shall not change or modify any term of this Agreement clearly expressed herein.

(d) In the event that the arbitration procedures set forth in this section conflict with the Rules, the arbitration procedures set forth in this section shall prevail if and to the extent allowed by the Rules.

(e) Judgment upon the award rendered in any such arbitration may be entered in any court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and an enforcement, as the law of such jurisdiction may require or allow. (f) It is expressly understood and agreed that the pendency of a dispute

hereunder shall at no time and in no respect constitute a basis for any modification, limitation or suspension of Alpha Pvt. Ltd.’s and Beta Pvt. Ltd.’s obligations to fully perform in accordance with the terms of this Agreement.

14.3 Statute of Limitations. Except as otherwise determined by the arbitrator under section 14.2, any statute of limitations will be tolled upon initiation of the dispute resolution procedures under this Article and will remain tolled until the dispute is resolved in accordance herewith; provided, however, that tolling will cease if the party against which the statute of limitations would be applied fails to observe the procedures set forth in this Article.

15. Miscellaneous

15.1 Modification of Agreement.—Except as otherwise provided herein, this Agreement may be modified only by a writing signed by both Parties to this Agreement.

15.2 Assignment.—This Agreement shall be binding on the parties’ respective successors and permitted assigns. Beta Pvt. Ltd. may not assign, subcontract or transfer this Agreement in any manner or any interest, payment or rights hereunder without the prior written consent of Alpha Pvt. Ltd. and any assignment or transfer not so approved shall be considered null and void. Beta Pvt. Ltd. shall be liable for the acts and omissions of its employees and sub-contractors. Any sub- contractors approved by Alpha Pvt. Ltd. shall agree in a writing to be provided to Alpha Pvt. Ltd. before such sub-contractor begins services, to be bound by the terms of this Agreement, in particular,

Article 8.

15.3 Independent contractors.—Beta Pvt. Ltd. is acting, in performance of this Agreement, as an independent contractor. Beta Pvt. Ltd. shall provide under this Agreement, the services of only those personnel who are employees of Beta Pvt. Ltd. for tax purposes. Personnel supplied by Beta Pvt. Ltd. hereunder are not Alpha Pvt. Ltd.’s employees or agents and Beta Pvt. Ltd. assumes full responsibility for their acts. Beta Pvt. Ltd. shall be solely responsible for the payment of compensation of Beta Pvt. Ltd.’ employees assigned to perform services hereunder and such employees shall be informed that they are not entitled to the provision of any Alpha Pvt. Ltd. employee benefits. Alpha Pvt. Ltd. shall not be responsible for payment of worker’s compensation, disability benefits, and unemployment insurance or for withholding and paying employment taxes for any Beta Pvt. Ltd. employee, but such responsibility shall be solely that of Beta Pvt. Ltd. In the event that any Beta Pvt. Ltd. employee performing services hereunder is found to be not an employee of Beta Pvt. Ltd. for any purpose, including federal tax purposes, Beta Pvt. Ltd. shall immediately take appropriate corrective action or remove said employee from performing services hereunder and, if requested by Alpha Pvt. Ltd., provide a qualified replacement as set forth in Article 5.

15.4 Governing Law and service of process.—This Agreement shall be governed exclusively by and construed in accordance with the laws of the ... (name of the Foreign Collaborator’s Company) and the ... (name of the Foreign Collaborator’s Company) excluding its conflict of laws provisions. Beta Pvt. Ltd. hereby designates (insert name and address of Beta Pvt. Ltd. representative) for service of process in any action or proceeding arising under this Agreement and waives any international treaty provisions with respect to such service of process. Service of process in any action or proceeding arising hereunder shall be by mail only. The parties agree that all disputes, controversies of claims arising out of or related to this Agreement will be settled only by final and binding arbitration in accordance with sub-section 14.2; below; provided, however, that Alpha Pvt. Ltd. shall not be precluded by the foregoing from seeking equitable relief where appropriate in any court of competent jurisdiction. Further, Beta Pvt. Ltd. hereby agrees and covenants not to challenge or dispute the applicability or enforceability of any order, injunction, judgment or other action taken by such court, or any arbitral award, regardless of the location where such application, enforcement or award is sought. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the ... (name of the Foreign Collaborator’s) Arbitration Act and resolved by the arbitrators.

15.5 Validity.—To the extent any provision of this Agreement shall be held to be void, illegal or unenforceable by any court, or regulatory agency, the same shall have no effect on the validity or enforceability of the remaining provisions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision was not contained herein.

be exclusive of any other remedies under this Agreement or available under law or equity.

15.7 Attorneys’ Fees.—Notwithstanding section 12, Beta Pvt. Ltd. shall be responsible and shall reimburse Alpha Pvt. Ltd. for any cost or expense, including attorney’s fees, incurred by Alpha Pvt. Ltd. in enforcing the terms and conditions of this Agreement.

15.8 Notices.—Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (a) if by hand delivery, upon receipt thereof, (b) if mailed, ten (10) days after deposit in the ... (name of the Foreign Collaborator’s Company) or Indian mails, postage pre-paid, certified mail return receipt requested, (c) if by next day express delivery service, upon such delivery or (d) if by facsimile upon confirmation of receipt. All notices shall be addressed as follows (or such other address as either party may in the future specify in writing to the other):

Alpha Pvt. Ltd.: International, Inc. ... (Address)

... Attn:

copy to: Office of General Counsel ...

... (Address) ...

Attn:General Counsel

If to Beta Pvt. Ltd. at: Beta Pvt. Ltd. Technologies Limited ... (Address)

... Attn:...

Telephone number:... Facsimile number:...

15.9 Entire Agreement.—This Agreement constitutes the entire Agreement between the parties and supersedes any and all prior to contemporaneous Agreement, understanding, negotiation or warranty or representation between the parties in connection with the subject matter of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and any statement of services attached hereto, then the terms of such statement of services shall prevail.

15.10 Waiver.—The failure of either party to promptly enforce or seek remedy for the breach of any provision of this Agreement shall not constitute a waiver of such provision or any part thereof. No term or provision shall be deemed waived, and no breach hereof shall be deemed consented to, unless such waiver or consent shall be in writing and signed by the Party, which has given such waiver or consent. Any such waiver or consent shall not constitute a waiver of, or consent

to, any other term or provision.

15.11 Force Majeure.—Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay, provided that in the event Beta Pvt. Ltd. is delayed in its performance by reason of such cause, no such extension shall be made unless notice thereof is presented by Beta Pvt. Ltd. to Alpha Pvt. Ltd. in writing within five (5) business days after the start of the occurrence of such delay, no payment shall be made by Alpha Pvt. Ltd. for any fees or expenses incurred by Beta Pvt. Ltd. by reason of such delay, and Beta Pvt. Ltd. shall use best efforts to perform its obligations during such period of delay. If Beta Pvt. Ltd.’s non- performance continues for a period of greater than thirty (30) days, Alpha Pvt. Ltd. may terminate this Agreement by providing written notice to the Beta Pvt. Ltd.

15.12 Publicity.—Beta Pvt. Ltd. agrees that it will not, without prior written consent of Alpha Pvt. Ltd. in each instance (i) use in advertising, publicity or otherwise the name of Alpha Pvt. Ltd., or any affiliate of Alpha Pvt. Ltd. or any director, officer, employee or agent of Alpha Pvt. Ltd. nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction, or simulation thereof owned by Alpha Pvt. Ltd. or its affiliates, (ii) represent directly or indirectly that any product or service provided by Beta Pvt. Ltd. has been approved or endorsed by Alpha Pvt. Ltd., or (iii) refer to the existence of this Agreement in press releases, advertising or materials distributed to prospective customers.

15.13 Most favoured customer.—Beta Pvt. Ltd. agrees to treat Alpha Pvt. Ltd. as its most favoured customer. Beta Pvt. Ltd. represents that all of the provisions of this Agreement and any Statement of Services are comparable to or better than the equivalent provisions being offered by Beta Pvt. Ltd. to any of its other customers. If Beta Pvt. Ltd. offers more favourable provisions to any customer during the term of its contract period than under this Agreement or any statement of services, such provisions shall be made available to Alpha Pvt. Ltd.. (Beta Pvt. Ltd. proposes to delete this paragraph.)

15.14 Non-solicitation and Non-employment of employees.—During the term of this Agreement and for a period of six (6) months after its expiration or termination, Beta Pvt. Ltd. nor any of its employees, agents, or sub-contractors will, without the prior written consent of Alpha Pvt. Ltd., directly or indirectly (a) solicit employees of the Alpha Pvt. Ltd. to seek employment or other contractual arrangements with any employees, agents, or sub-contractors of Alpha Pvt. Ltd. or (b) employ or otherwise engage the services of any employee of Alpha Pvt. Ltd. 15.15 Headings.—The headings have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

15.16 Surviving Articles and sections.—All provisions of sections 2.6, 2.7, 8, 9, 11, 12, 13, 14, 15 and 16 shall survive the termination of this Agreement for any reason or the completion of services.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first herein above set forth.

Theta Beta Pvt. Ltd. Technologies Ltd.

……… ……… Signature Signature ……… ……… Name Name ……… ……… Title Title ……… ……… Date Date Exhibit A

Form of Statement of Services Statement of Services

Dated 1. Services, product and deliverables: 2. Special Instructions:

3. Delivery/Completion Date:

IN WITNESS WHEREOF, the Parties hereto have made and executed this Statement of Services as of the date first herein above set forth.

Theta Beta Pvt. Ltd. ……… ……… Signature Signature ……… ……… Name Name ……… ……… Title Title ……… ……… Date Date Exhibit B

Alpha Pvt. Ltd. Code of Business Conduct Exhibit C

Telecommunication………Connection Exhibit D

Beta Pvt. Ltd. EMPLOYEE TERMS 1. Non-Disclosure

In connection with services which now or in the future are performed by the undersigned for (...) (“Alpha Pvt. Ltd.”), or for any subsidiary or affiliate ofAlpha Pvt. Ltd. or for any agent of Alpha Pvt. Ltd., or for any other third party performing

services on behalf of Alpha Pvt. Ltd., the undersigned may receive or have access to information concerning the management and business of Alpha Pvt. Ltd., files maintained by Alpha Pvt. Ltd., the business relationships and affairs of Alpha Pvt. Ltd. and its clients, the internal policies and procedures followed by Alpha Pvt. Ltd. personnel, the formulation of investment strategies and policies and other information developed or obtained by the undersigned in performance of services for Alpha Pvt. Ltd. including design concepts, systems, computer programs and related proprietary materials (“Confidential Information”). The undersigned acknowledges and agrees as follows:

(a) Confidential information shall be deemed to be any and all information of any form developed or obtained by the undersigned in performance of services for Alpha Pvt. Ltd. and shall be considered the property of Alpha Pvt. Ltd. and will be used exclusively for the purposes intended by Alpha Pvt. Ltd.

(b) The undersigned will hold such Confidential Information in strict confidence and will not, nor will it permit any agent, servant or employee to copy, reproduce, sell, assign, license, market transfer or otherwise dispose of, give or disclose Confidential Information to any person, firm or corporation, or use Confidential Information for any purpose other than to provide services to Alpha Pvt. Ltd.

(c) Upon the termination of the services to be performed by the undersigned (or earlier if requested by Alpha Pvt. Ltd.), the undersigned shall return to Alpha Pvt. Ltd. all copies of documents, papers or other material relating to Alpha Pvt. Ltd. or obtained or developed in the course of performing services for Alpha Pvt. Ltd., or containing or derived from Confidential Information which are in the undersigned’s possession, together with a certificate signed by the undersigned, in form and substance satisfactory to Alpha Pvt. Ltd., to the effect that all such Confidential Information has been returned.

(d) The undersigned hereby irrevocably assigns to Alpha Pvt. Ltd., and Alpha Pvt. Ltd. shall have, exclusive ownership rights, including without limitation, all patent, copyright and trade secret rights, with respect to all work performed hereunder, including but not limited to business methods or processes, programs, systems, processes, data, developments, modification and enhancement of systems, computer programs, operating instructions, ideas, designs, concepts and all other documentation developed for or relating to Alpha Pvt. Ltd. and all documents, data and other information of any kind, including information incorporating, based upon, or derived from the foregoing, including reports and notes prepared by the undersigned, and all software and other Deliverables developed, prepared, produced or created for Alpha Pvt. Ltd. by the undersigned (whether or not completed) together with all modifications, revisions, changes, copies, partial copies, translations, compilations, partial copies with modifications and derivative works of the foregoing (collectively, the “Work Product”). Such Work Product will be the property of Alpha Pvt. Ltd. and may not be used by the undersigned for any other purpose than the benefit of Alpha Pvt. Ltd. Any and all such work product and material containing such work product shall be delivered forthwith to Alpha Pvt. Ltd. on request by Alpha Pvt. Ltd. and in any event at the termination of the undersigned’s work for Alpha Pvt. Ltd. and no copies thereof shall be