AGREEMENT FOR APPOINTMENT OF FRANCHISEE

This Agreement is made on the _______ day of _____________ month __________ year

Between

APTOnline Limited, a company registered under the Companies Act, 1956 and having its Registered Office
at “Kohinoor e-Park”, Plot No.1, Jubilee Gardens, Kothaguda, Hyderabad –500084, hereinafter referred to
as “APTOnline” (which expression shall unless repugnant to the context and meaning shall deem to mean
and include its successors and assigns) of the FIRST PART

And

___________________________________, S/o of _____________________________ carrying on

business as a Sole Proprietor in the name and style of __________________________________/a
company incorporated and registered under the Companies Act 1956 / a Registered Partnership Firm
constituted between __________________________________, having its place of business or Registered
Office at _______________________________________, hereafter referred to as “FRANCHISEE” of the
SECOND PART.

In Confidence Page 1 of 16
 APTOnline Limited – Franchisee Agreement

WHEREAS

APTOnline proposes to engage/appoint Franchisees (Franchisee) who would offer APTOnline’s digital
services (Services) to citizens through designated centers.

The Franchisee agrees to accept the appointment on the terms and conditions contained herein below: -

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS

“Services” means the various information, interactive and payment services offered by APTOnline Limited
from time to time through the website www.aptonline.in or any other website;
“Business” means the business of marketing the Services;
“Customer” means the person using the Service wherein a ‘person’ means an individual, a corporation, a
partnership or any other Legal entity or organization or other body whatsoever;
“Premises” means the place where the Franchisee proposes to conduct its Business in accordance with
the terms and conditions as contained herein and as may be mutually agreed upon between Franchisee
and APTOnline from time to time in writing;
“Collections” means the payments made by the Customer to the Franchisee for utilizing the Services;
“Top-up” means Cash limit given to the Franchisee on transfer of an amount to APTOnline account to do
transactions through APTOnline portal.
“Website” means the website located at the URL address www.aptonline.in

2. APPOINTMENT

2.1 APTOnline hereby appoints the Franchisee for offering the Services and to do all such acts, deeds
and things as described in this Agreement and as instructed from time to time in the Address:
___________________________________________ Mandal/Municipality:
____________________, District: __________________ of __________________state and such
other areas as APTOnline may in its sole discretion permit from time to time in writing upon such
terms and conditions.

APTOnline does not commit itself or promise for provision of any work or specific work for any
specific period under this Agreement. The lists of services to be offered by Franchisee’s are
subject to change at any time or from time to time. The Service Charges payable to the
Franchisee’s are subject to change from time to time at the sole discretion and authority of
APTOnline which will be intimated to the Franchisee’s whenever there is a change in that regard.
APTOnline shall have the sole discretion and authority in this regard.

2.2 The Franchisee shall, during the term of this Agreement and further provided that APTOnline has
not instructed the Franchisee from ceasing to do so, subject to the written consent from
APTOnline and as directed by APTOnline in such manner and upon such part or parts of the
premises from where the Franchisee is going to conduct its business (“Premises”), display a sign
or signs bearing the words “Franchisee of APTOnline Limited” (or such other similar words as
may from time to time be specified by APTOnline Limited). Further, the Franchisee shall, during
the term of this Agreement and further provided that APTOnline has not instructed the
Franchisee from ceasing to do so, place the words “Franchisee of APTOnline” (or such words as

In Confidence Page 2 of 16
 APTOnline Limited – Franchisee Agreement

may from time to time be specified by APTOnline) on his/ its / their visiting card and in the
newspaper advertisements issued by the Franchisee in connection with the business under this
Agreement.

3. OPERATIONAL PROCEDURE

The Franchisee shall follow the below mentioned process for offering the Services:

a) The Franchisee will work on a prepaid model. The topup shall only be through a bank transfer or
through a payment gateway. No cash mode is allowed.
b) The customer approaches the Franchisee center for availing the Services. The Franchisee offers the
Services by utilizing the provisions in the Website. APTOnline and / or APTOnline shall provide the
necessary rights to the Franchisee for accessing the Website for offering the Services.
c) Franchisee needs to open a current account with a Bank of his/her choice and transfer the amount to
APTOnline Pool Account for availing topup. As and when a service is rendered by the Franchisee the
topup amount will be depleted. Franchisee.
d) APTOnline shall provide the Franchisee separately from time to time with a detailed process flow for
offering Services.

4. TERM

This Agreement shall remain in effect for a period of one year from ________________ to
_______________ unless terminated sooner as provided under this Agreement.

5. RENEWAL

Both parties shall have the option to renew this Agreement on such terms and conditions as the parties
may mutually agreed and APTOnline may decide subject to the satisfactory performance of Franchisee
and based on the fact that there are no outstanding amounts due to APTOnline as on the date of such
renewal. The renewal shall take effect only if the renewal deed is executed by APTOnline in writing.

6. FRANCHISEE’S REPRESENTATIONS AND WARRANTIES

The Franchisee hereby represents, warrants and confirms to APTOnline that the Franchisee

6.1. Has full capacity, power and authority to enter into this Agreement; and during the continuance
of this Agreement, will continue to have full capacity, power and authority to act as the
Franchisee under this Agreement and to carry out and perform all its duties and obligations as
contemplated herein and has already taken and will continue to take all necessary and further
actions (including without limitation the obtaining of all Governmental, statutory, regulatory and
other necessary approvals / consents in all applicable Jurisdictions) to authorise the execution,
delivery and performance of this Agreement.

6.2. If the Franchisee desires to get Advance Top-Up from APTOnline for making transactions,
Franchisee agrees to furnish a bank guarantee from scheduled bank for an amount for which the
advance top-up is required. APTOnline shall provide advance Top-up to the Franchisee for an
amount of 80% for which a bank guarantee has been submitted for the duration of the validity of
the Bank Guarantee. APTOnline shall have the sole discretion and authority in this regard.

6.3. The Franchisee shall transfer the entire collection amount on the next Working day by 12 PM
into APTOnline Account and restores any advance top up utilized the previous day. Any shortfall

In Confidence Page 3 of 16
 APTOnline Limited – Franchisee Agreement

along with an interest of 15% pa shall be recovered by APTOnline from the bank guarantee after
seven days.

6.4. Has the necessary skills, knowledge, experience, expertise, capital, net worth, adequate and
competent personnel, systems and procedures, infrastructure including adequate office space to
duly perform its obligations in accordance with the terms of this Agreement and to the
satisfaction of APTOnline.

6.5. Has not and will not violate, breach any covenants, stipulations or conditions of any agreement
or deed entered into by the Franchisee with or for the benefit of any third party/ies.

6.6. Has complied with all the laws, rules, regulations and authorisations issued by the Central, State
and Local authorities and has taken all required permissions for performing under this
Agreement.

6.7. Has complied with all rules, regulations, and procedures under applicable labour laws and
enactments.

6.8. Shall be fully liable for and effectively indemnify APTOnline against any claims brought against
APTOnline or any other loss, cost or expense that APTOnline may suffer on account of any act or
omission of the Franchisee, including without limitation any failure by Franchisee to perform any
term of this Agreement or those that arise due to fraudulent act or omissions, criminal act or
omissions, dishonest act or omission, malicious act or omissions and any other reason that is
directly or indirectly attributable to Franchisee’s act, omission or contribution.

6.9. Shall accept and abide by any change in the terms and conditions of this Agreement which may,
in the absolute discretion of APTOnline, become necessary due to as per changing requirements
of business from time to time or any change in law, rules or regulations

6.10. Shall diligently and faithfully carry out all its obligations and duties as Franchisee and at all times
protect and promote the interest of APTOnline.

7. OBLIGATIONS OF THE FRANCHISEE

The Franchisee agrees and undertakes that the FRANCHISEE shall:

7.1 Ensure that adequate infrastructure and financial resources are available to the Franchisee by
way of working capital and otherwise to ensure that the Franchisee is able to fulfill all the
obligations herein contained.

7.2 Operate the Business strictly in accordance with the terms stipulated in this Agreement and
instructions/guidelines/procedures/processes prescribed by APTOnline from time to time and
that shall be considered a part of this Agreement and to conform in all respects and all times to
the instructions, procedures, processes, guidelines laid down from time to time by APTOnline for
the purpose of marketing the Services and improving and increasing the market potentiality of
the Services. The Franchisee shall not use any additional trade name or symbol nor do or permit
anything to be done which is not in accordance with the directions of APTOnline without the
prior consent in writing of APTOnline.

7.3 Strictly adhere to the turnaround time guidelines as prescribed by APTOnline from time to time
for various activities.

In Confidence Page 4 of 16
 APTOnline Limited – Franchisee Agreement

7.4 Have suitable persons (“the employees/ executives/ personnel”) for the work undertaken by
them. The Franchisee undertakes to thoroughly verify the background of the personnel recruited
to ensure the integrity and honesty of the personnel.

7.5 Ensure compliance with the provisions of this Agreement or instructions issued by APTOnline
from time to time. Franchisees shall not accept part payments of any utility service Bills.
Franchisee shall not issue any manual receipts under any circumstances.

7.6 Immediately notify APTOnline in writing if any of its employees or any other person engaged by
the Franchisee has committed any act amounting to moral turpitude or has been arrested by the
police or removed from the employment of the Franchisee or committed any act affecting the
integrity of the person.

7.7 Ensure courteous service and maintain the customer service standard as laid down by APTOnline.

7.8 Ensure that its employees/executives/personnel shall at all times conduct themselves within the
parameters of all applicable laws and shall not commit or permit the commission of any offence;
and in the event of any offence being committed, the Franchisee and the person committing the
offence shall be liable for all consequences thereof; and APTOnline shall not be directly or
indirectly or vicariously liable. APTOnline does not have any obligations of employment of the
franchise operators.

7.9 Obtain all license/permissions /authorisations as required under all the applicable laws and keep
the same valid by renewing it from time to time as required under the said applicable laws.

7.10 Maintain all the registers and records required to be maintained under the various Laws and
enactments.

7.11 Use only such letter heads, invoices, signs, display materials, visiting cards, promotional
literature, equipment and other items in connection with the Business as shall be approved in
writing by APTOnline and to immediately desist from the use or display of any signs, materials or
objects if APTOnline directs. The FRANCHISEE / its personnel shall display identification cards
issued / approved by APTOnline when visiting/ interacting with customers.

7.12 Maintain the interior and exterior of the Premises and all parts thereof to the satisfaction of
APTOnline and to ensure that any requirements of APTOnline in this regard are fulfilled.

7.13 Operate the business during the term of this Agreement on such days and between such hours,
as APTOnline shall specify.

7.14 Permit APTOnline and their representatives to enter the Premises as and when required for the
purposes of ascertaining whether the provisions of this Agreement are being complied with or
any other purpose.

7.15 Comply with procedures/ guidelines as specified by APTOnline from time to time for submission
of reports/ information to APTOnline on the website notified to the Franchisee or by such other
means/ procedures as may be notified to the Franchisee from time to time.

7.16 Keep updated about information/ rules/ guidelines as specified by APTOnline from time to time.

7.17 Franchisee agrees and acknowledges that APTOnline is not committing itself or promising for
provision of any work or specific work for any specific period under this Agreement and that the

In Confidence Page 5 of 16
 APTOnline Limited – Franchisee Agreement

list of services to be offered by Franchisee’s are subject to change at any time or from time to
time at the sole discretion of APTOnline and that the Service Charges payable to the Franchisee’s
are subject to change from time to time at the sole discretion and authority of APTOnline.

7.18 Without prejudice to any other liability or indemnification obligations of Franchisee under this
Agreement or under any law, and in addition to them, the Franchisee shall be liable for any and
all losses/ damages suffered or caused to be suffered or apprehended to be suffered by
APTOnline arising directly or indirectly from any dishonest, criminal or fraudulent act of any of
the personnel engaged or employed by the Franchisee.

8. OBLIGATIONS OF APTONLINE

8.1 Authorized Certificate on signing of agreement APTOnline shall enable facility to Franchisee to provide
citizen e-services through APTOnline portal. APTOnline also ensures transaction reliability, integrity
and completeness.

8.2 APTOnline shall ensure confidentiality of all data of Franchisee.

8.3 APTOnline shall provide Digital Certificate to each Operator for the period of 1 (One) year from the
date of signing of the agreement as per the applicable charges mentioned in Annexure-1.

8.4 APTOnline shall provide online user manual for each of the Customer service enabled on the portal.

8.5 All problems, issues with regard to technical support for providing the services through APTOnline
portal shall be resolved by APTOnline and also Provide regular information/
updates/guidelines/technical support as required by Franchisee for providing the Services through
APTOnline Message Board.

8.6 Any queries/grievances from customers with respect to Customers payment and collection amount
after the system generation of the Online Receipt by Franchisee shall be the absolute liability and
responsibility of APTOnline.

9. TRAINING & FACILITIES

In the event of any requirement for the training of the employees/executives/ personnel, of the
Franchisee, APTOnline shall on their own discretion provide such training to the
employee/executives/ personnel at an extra cost to the Franchisee.

APTOnline shall at its sole option and discretion provide additional facilities to the Franchisee
depending upon several factors which include without limitation market potentiality of the area
of operation of the Franchisee, strategic importance of the area for APTOnline, requirement of
the Franchisee, needs of the customers of APTOnline etc.

APTOnline may provide training to the personnel engaged or employed by the Franchisee at its
request at an extra cost to the Franchisee.

10 RESTRICTION ON THE FRANCHISEE

Unless otherwise agreed to by APTOnline, the Franchisee shall:

10.1 Not use the name or corporate logo of APTOnline or any part thereof except as authorised by
APTOnline in writing.

In Confidence Page 6 of 16
 APTOnline Limited – Franchisee Agreement

10.2 Not do or omit to do any act or thing which may in the sole opinion of APTOnline bring the name
of APTOnline or the Corporate logo of APTOnline into disrepute or which may in the sole opinion
of APTOnline damage or conflict with the interests of APTOnline.

10.3 Not use or publish any advertisements, signs, directory entries or other forms of publicity
whether or not relating in whole or in part to the Business or display the same on or at the
Premises unless the same shall have first been submitted to and approved by APTOnline.

10.4 Not work in a manner which in the opinion of APTOnline may be detrimental to the interest of
APTOnline and which may affect the Business.

10.5 Not receive money in any form either by way of commission or brokerage from any customer or
borrower of APTOnline or from any third party for sourcing business or allow his judgment to be
based on any extraneous thing other than the qualitative facts.

10.6 Not acquire any rights, title or license to any intellectual property rights owned or licensed by
APTOnline even if the FRANCHISEE had sued them under permission from APTOnline in relation
to conducting the Business and further, all benefits and goodwill resulting from any such usage of
trademarks or other intellectual property rights owned or licensed by APTOnline by FRANCHISEE
shall inure to the sole benefit of APTOnline.

10.7 Not engage in any unfair or unethical trade practices or any other business practice prohibited by
APTOnline with respect to the Services agreed hereunder.

10.8 Not issue any manual receipts to the customers for providing APTOnline services.

10.9 Not to provide APTOnline services without issuing APTOnline portal generated receipt on
APTOnline preprinted Stationary.

10.10 Not to issue blank preprinted stationary supplied by APTOnline to any other Franchisee or any
other third party without written instructions of APTOnline.

11. ADVERTISING

11.1 The Franchisee can undertake with the consent of APTOnline the responsibility of advertising in
the area of his operation for the purpose of this Agreement.

11.2 APTOnline may, at its sole discretion, make available to the Franchisee advertising materials
including posters, leaflets, displays, flyers, stickers, signs, cards and notices and the Franchisee
shall at its own expense prominently display, maintain and distribute the same as the case may
be. However if any additional advertising material is required by the Franchisee, APTOnline shall
supply the same at such price fixed by APTOnline.

11.3 The Franchisee shall, at the expense of Franchisee, co-operate with APTOnline and the other
Franchisees of APTOnline in any special advertising or sales promotion or other special
promotional activity and will engage in such other related activities as APTOnline may direct.

12. FEES AND PAYMENT

12.1 The Fees to be paid and the mode of payment is as indicated in the Annexure-1 or as may be
modified in writing from time to time by APTOnline in this regard. Service Charges payable to

In Confidence Page 7 of 16
 APTOnline Limited – Franchisee Agreement

the Franchisee’s are subject to change from time to time which will be intimated to the
Franchisee’s whenever there is a change in that regard. APTOnline shall have the sole discretion
and authority in this regard. All Payments to the Franchisee’s are subject to receipt and
realization of corresponding amounts by APTOnline from the corresponding Departments.

12.2 APTOnline shall, without prejudice to any other rights that it may have in this regard, have the
right to suspend any payment that is to be made to the Franchisee, without liability or interest, if
the Franchisee is, in the opinion of APTOnline not performing its obligations under this
Agreement properly until such time the Franchisee remedies such non-performance to the
satisfaction of APTOnline and that the Franchisee is performs its obligations hereunder in
manner satisfactory to APTOnline.

12.3 All payments shall be made to the Franchisee after making the statutory tax deductions at source
and any other applicable taxes, if any. APTOnline shall also have the right to set off, deduct and
recover from the fees or any other amount payable to the Franchisee, any and all amounts which
may be or become payable to APTOnline or which the Franchisee is liable to pay to APTOnline
under this Agreement on any other account whatsoever. The Franchisee shall immediately
reimburse any amount which has been accidentally paid to the Franchisee, in the event of any
delay in reimbursing the amount the Franchisee shall be liable to pay interest @ 15% p.a. on the
said amount from the date of demanded the payment till the date of full payment. For the
purpose of this clause any portion of the month shall be treated as full month.

12.4 All payments to Franchisee shall be made at the sole discretion of APTOnline and if APTOnline
shall decide the Franchisee shall not be eligible to receive any fees after termination it shall be
binding on the Franchisee.

12.5 The FRANCHISEE shall be liable for penal charges (liquidated damages) for failure to achieve the
service standards, default or other acts / omission under the terms of this Agreement. APTOnline
may at its sole option, debit or set off the amounts of liquidated damages due to it against the
payment due to the FRANCHISEE and/or through invocation and forfeiture of the Security, in full
or part, as the case may be, as claimed by APTOnline by way of Notice which shall not be
disputed by FRANCHISEE.

13. ACCOUNTS AND RECORDS

13.1 The Franchisee shall maintain accurate accounts and records, statements of all its operations and
expenses under this Agreement and submit a statement/report in the manner specified by
APTOnline.

13.2 The Franchisee shall forthwith upon being required by APTOnline allow APTOnline or any of its
authorised representatives to inspect, audit for the purpose of accounts, service and
management and take copies of any records which are directly or indirectly connected with the
obligations of the Franchisee under this Agreement. The Franchisee shall also co-operate in good
faith with APTOnline to correct any practices, which are found to be deficient as a result of any
such audit within a reasonable time after receipt of the report of APTOnline. However, upon
discovery of any discrepancies or underpayment the Franchisee shall reimburse APTOnline for
such discrepancies or overcharges including the expenditure incurred by APTOnline Ltd.
regarding the inspection.

14. TERMINATION
Without prejudice to any other remedies available under this Agreement or under the applicable
law, APTOnline may terminate this Agreement with or without cause by giving one-month notice

In Confidence Page 8 of 16
 APTOnline Limited – Franchisee Agreement

to the Franchisee. The Franchisee shall also have the right to terminate this Agreement by giving
Two months notice. Either Party may terminate pursuant to Force Majeure. However Franchisee
shall perform its obligations without any fail during the notice period in strict adherence to the
terms and conditions of this agreement.

15. EVENTS FOR TERMINATION FORTHWITH

On the occurrence of any of the events specified below APTOnline shall be entitled (without
prejudice to any other right or remedies which APTOnline may have under these presents or
otherwise in law), to terminate this Agreement forthwith at any time after the occurrence of
such event.

15.1 If the FRANCHISEE fails or neglects to observe or commits or allows to be committed any breach
of the terms, conditions, provisions or stipulations of this Agreement on its part to be performed
and if such breach is remediable, fails to remedy such breach required to be remedied.

15.2 If any of the representations or warranties made by the Franchisee are found to be false or
wrong.

15.3 If the Franchisee does or suffers any act or thing or omits to do or suffers to be done any act,
thing, deed or matter whereof in the consequence of which the business of APTOnline may or is
likely to suffer.

15.4 If the Franchisee by its act or omission gives to APTOnline reasonable ground to consider that its
rights may be prejudiced or jeopardized

15.5 If the Franchisee fails to achieve the targets set out by APTOnline for the duration stipulated.

15.6 If at any time it is found that the Franchisee is acting either directly or indirectly or indirectly as a
Franchisee, agent or representative of any other entity engaged in similar line of business.

15.7 Deterioration in financial strength of the Franchisee.

15.8 If the Franchisee has subsequently become incompetent to contract.

15.9 If the Franchisee or any third party has initiated bankruptcy or insolvency proceedings against
the Franchisee in a court of law or with any appropriate authority or the Franchisee (if a
company) is unable to pay its debts within the meaning of Section 434 of the Companies Act,
1956.

15.10 If the Franchisee (if a company) is amalgamated with any other body corporate or any other body
corporate is amalgamated with the Franchisee without the prior permission of APTOnline.

15.11 If the Franchisee (if a company) is prevented by any competent regulatory agency from carrying
on the business which is presently being carried on by it.

15.12 If an attachment or restraint has been levied on the Franchisee’s properties or any part thereof
or certificate proceedings have been taken or commenced for recovery of any dues from the
Franchisee and the Franchisee does not take effective steps to the satisfaction of APTOnline for
the cancellation of such attachment, restraint or certificate proceedings.

In Confidence Page 9 of 16
 APTOnline Limited – Franchisee Agreement

15.13 A receiver or liquidator has been appointed or allowed to be appointed of all or any part of the
undertaking of the Franchisee

15.14 The Franchisee (if a partnership firm/ company) has taken or suffered to be taken any action for
its reorganization, liquidation or dissolution.

15.15 Any other circumstances have occurred which, in the opinion of APTOnline, make it improbable
for the Franchisee to fulfill its obligations under this Agreement.

15.16 Any key employee or agent or representative of the Franchisee who is involved in performing
Franchisee’s obligations under this Agreement has been arrested by the police or charged with
an offence including but not limited to involving moral turpitude or gross criminal intent or
dishonesty or fraud or cheating or misappropriation or any offence under Negotiable
Instruments Act.

15.17 Franchisee stops carrying on business for a period of 3 (three) or more consecutive business days
without APTOnline’s prior written consent

15.18 Any conduct or practice by the Franchisee, which in the reasonable opinion of APTOnline, is
injurious to the goodwill or reputation of APTOnline or APTOnline Services or Services agreed
hereunder

15.19 Franchisee or any manager, principal, director or officer of the Franchisee engages in any activity
contrary to any material law if, in the reasonable opinion of APTOnline, such activity is likely to
adversely affect the operation or business of the Franchisee or tend to be harmful to the
goodwill and reputation of APTOnline or to the reputation of the its services

15.20 The submission by Franchisee to APTOnline of any false or fraudulent claims for reimbursement,
refund, credit, rebate, allowance, discount, bonus or other payment by APTOnline

15.21 Failure to furnish the requisite documents within the time frame / extension thereof as
stipulated by these presents and as required by APTOnline

15.22 The issue of manual receipt for without making the transactions in the APTOnline portal, criminal
action shall be initiated apart from termination of agreement.

16. CONSEQUENCES OF TERMINATION

Upon the termination or expiration of this Agreement for any reason, the Franchisee shall:

16.1 Immediately cease to operate as the Franchisee and not thereafter hold itself out in any way as
the Franchisee and refrain from any action that would or may indicate any relationship between
it and APTOnline. Submit the necessary reports as required by APTOnline regarding the
transactions done till the date of termination.

16.2 Immediately cease to use in any manner whatsoever name of APTOnline and the corporate logo
and other marks of APTOnline.

16.3 Return to APTOnline forthwith or otherwise dispose of or destroy as APTOnline shall direct all
signs, advertising materials, stationery, invoices, forms, specifications, designs, records, data,
samples, models, programs and drawings pertaining to or concerning the business of or bearing

In Confidence Page 10 of 16
 APTOnline Limited – Franchisee Agreement

any of the corporate logos of APTOnline. And if required by APTOnline show the proof of
destruction of the said material of APTOnline, which is in the possession of FRANCHISEE.

16.4 Remove forthwith or permanently cover all signs or advertisements identifiable in any way with
APTOnline and in event of failure to do so promptly, to permit the authorised agents of
APTOnline to enter the Premises for such purpose.

16.5 Do all such acts and things and execute all such documents, as APTOnline shall require, in
particular but without limitation such notification of cessation of this Agreement.

16.6 The expiration or termination of this Agreement shall be without prejudice to the accrued rights
of the parties under any provision hereof and shall remain in full force and effect and shall be
enforceable notwithstanding such expiry or termination. Immediately hand over to APTOnline all
details, data and information including but not limited to accounts pertaining to the transactions
done till the date of termination.

16.7 Franchisee will not have any right on the User Id and the location and APTOnline shall have full
rights to appoint new Franchisee in that location and issue the same User id to another applicant.

17. PRINCIPAL TO PRINCIPAL

Notwithstanding anything contained in any law for the time being in force, the term FRANCHISEE shall
have the connotation as implied in this Agreement and it is clarified that this Agreement is on a principal
to principal basis and does not create and shall not be deemed to create any employer-employee relation
between APTOnline and the FRANCHISEE and/or its Personnel. The Franchisee and/or its Personnel shall
not be entitled to, by act, word, deed or otherwise, make any statement on behalf of APTOnline or in any
manner bind APTOnline or hold out or represent that the FRANCHISEE is representing or acting as agent
of APTOnline, expect as provided and permitted in this Agreement. The activities of the FRANCHISEE and
its Personnel shall not be construed to be APTOnline's activities. Save and except as may be expressly
permitted by APTOnline, the FRANCHISEE and its Personnel shall not at any time use the name / logo of
APTOnline in any sales or marketing publication or advertisement, or in any other manner without prior
written consent of APTOnline.

18. NO WARANTIES WITHOUT AUTHORITY

The FRANCHISEE shall not make any statement, representation or claim and shall give no warranty to any
person in respect of the Services agreed hereunder or on behalf of APTOnline.

18.1. Any representations or warranties by the FRANCHISEE to any personnel employed or engaged by
the FRANCHISEE (whether or not under a contract for service) that they are being engaged or
employed by APTOnline shall be a breach of this Agreement and is entirely without the authority
of APTOnline.

19. CONFIDENTIALITY OF OPERATION

19.1 All details, documents, data, applications, software, systems, papers, statements, business/
customer information, promotional strategies, marketing plans and APTOnline’s practices and
trade secrets (hereinafter referred to as ‘Confidential Information’) which may be communicated
to the Franchisee and /or its employees shall be treated as absolutely confidential and the
Franchisee irrevocably agrees and undertakes and ensures that the FRANCHISEE and its
employees, agents, authorized representatives shall keep the same secret and confidential and
not disclose the same, in whole or in part to any person without the prior written permission of

In Confidence Page 11 of 16
 APTOnline Limited – Franchisee Agreement

APTOnline nor shall use or allowed to be used any information than as may be necessary for the
due performance of the Franchisee’s obligation hereunder. The Franchisee hereby specifically
agrees to indemnify and keep APTOnline indemnified safe and harmless at all times against all or
any consequences arising out of any breach of this undertaking by the Franchisee and/or its
employees agents, authorized representatives and shall immediately reimburse and pay to
APTOnline on demand all damages, loss, cost, expenses or any charges including attorney’s fees
that APTOnline may suffer, incur or pay in connection therewith.

19.2 The Franchisee agrees:

i) To take all necessary action to protect the confidential information against misuse, loss,
destruction, deletion and/or alteration.
ii) Not to misuse or permit misuse directly or indirectly, or exploit the confidential information for
economic or other benefit.
iii) Not to make or retain any copies or record of any confidential information submitted by
APTOnline other than as may be required for the performance of the FRANCHISEE’s obligation
under this Agreement.
iv) To notify APTOnline promptly of any unauthorised or improper use or disclosure of the
information.
v) To return all the information, which is in the custody of the Franchisee at the end of the specific
assignment.

19.3 All the indemnities shall survive the termination or expiry of this Agreement.

19.4 The Franchisee hereby unconditionally agrees and undertakes that it shall not and that its
personnel shall not disclose or publish the terms and conditions of this Agreement or disclose the
information submitted by APTOnline under this Agreement to any third party unless such
disclosure is required by law or for the purpose of performing of any of the Franchisee’s
obligations under this Agreement.

20. EXCLUSIVITY

The Franchisee shall provide service on an exclusive basis to APTOnline and shall not during the term of
this Agreement act either directly or indirectly as a Franchisee or agent or representative of any company,
firm or legal entity engaged in a similar line of business as that of APTOnline unless otherwise agreed to
by APTOnline in writing.

APTOnline may, however, without being required to inform or take consent of the Franchisee, engage any
other person or entity to perform functions same or similar to the one being performed by Franchisee
under this Agreement and the Franchisee shall, on request from APTOnline, fully co-operate with such
entity or person appointed by APTOnline.

21. INDEMNITY BY THE FRANCHISEE

21.1 Without prejudice to any other indemnity obligations under this Agreement or in law that the
Franchisee is obliged to perform, The Franchisee hereby agrees and undertakes to fully and
effectively indemnify and keep indemnified APTOnline before as well as after the expiry or
termination of this Agreement against:

In Confidence Page 12 of 16
 APTOnline Limited – Franchisee Agreement

i) all loss, misappropriations, misuse or damage of or to the documents or any other

security instruments which are in possession of the Franchisee or its personnel or within
the control of the Franchisee or its personnel.
ii) Any or all claims, liabilities, damages, losses, costs, charges, expenses, proceedings and
actions of any nature whatsoever made or instituted against APTOnline and/or any
customer directly or indirectly by reason of

a) any wrongful, incorrect, dishonest, criminal, fraudulent, or negligent work,

misfeasance, disregard of duties by the Franchisee or its personnel; and / or
b) any theft, robbery, fraud or wrongful act or omission by the Franchisee or its
personnel; and/or
c) Any breach of any of the provisions of this Agreement by the Franchisee or its
personnel; and/or
d) Any loss or damage caused to APTOnline or its customers for any default or mistake
or error or commission any act which is not authorised or done in accordance with
the procedures laid down by APTOnline; and / or
e) Any loss or delay in handing over the amount paid by the customers to APTOnline.

iii) For any act or omission of Franchisee or employee or agent or representative of

Franchisee, punishable under Negotiable instruments act

21.2 APTOnline shall have no liability whatsoever for any injury to the Franchisee or its personnel in
the course of performance of the Franchisee's obligations under this Agreement.

21.3 Notwithstanding anything stated anywhere in this Agreement, the Franchisee shall be liable for
any claims, losses, damages, costs, charges, expenses on account of incorrect calculations done
by the Franchisee or any of its personnel.

21.4 Notwithstanding anything contained in this Agreement or any other documents executed or to
be executed between the parties, all indemnities shall survive expiry or termination of this
Agreement and the Franchisee shall continue to be liable under the indemnities.

21.5 The Franchisee shall ensure that on termination of services of any personnel or in the event of
discontinuance of service of any person engaged by the Franchisee, the Franchisee shall
withdraw all the authorisations given to such personnel and ensure that on termination or
discontinuance of service due caution is exercised to ensure that under no circumstances the ex-
personnel represent Franchisee. The Franchisee agrees to indemnify APTOnline against any loss
or damage including attorney’s fees suffered by APTOnline for any act of the ex-personnel.

22. THIRD PARTY LIABILITY

The Franchisee specifically agrees that for any act of the Franchisee, no claim shall lie against APTOnline
from any third party and APTOnline shall not be held liable in any circumstances for the acts of the
Franchisee, All claims of third parties shall be defended by the Franchisee and APTOnline shall be kept
indemnified against all claims, losses, damages, charges including attorney’s fees etc.

23. ASSIGNMENTS AND SUB- CONTRACTING

The Franchisee shall itself perform its obligation under this Agreement and shall not assign, transfer or
sub-contract any of its rights and obligation under this agreement except with prior written permission of
APTOnline. However, APTOnline shall be entitled to assign/transfer its rights and benefits under this
Agreement.

In Confidence Page 13 of 16
 APTOnline Limited – Franchisee Agreement

24. JURISDICTION

It is agreed by and between the parties that the Courts of Hyderabad shall have the exclusive jurisdiction
in respect of any matter, claim or dispute arising out of or in any way relating to this Agreement. This
agreement shall be governed by and construed in accordance with the applicable Laws of India.

25. LIMITATION OF LIABILITY OF APTONLINE

25.1 Notwithstanding any other term contained herein, the total liability of APTOnline under this
Agreement shall not exceed the actual amounts received from the Franchisee in regards to the
particular claim in the particular claim period for the reasons solely and specifically attributable
to APTOnline and Franchisee has in no way contributed to it by way of its acts or omissions or
any event of Force Majeure.

25.2 In no event shall be APTOnline liable to the Franchisee for any indirect, incidental, consequential,
special or exemplary damages, nor for any damages as to lost profit, data, goodwill or business,
nor for any reliance or cover damages arising out of either the performance or non performance
of any terms of this Agreement by APTOnline, even if APTOnline was advised about the
possibility of the same.

25.3 Any claim under this clause shall be valid, provided that (a) Franchisee notifies APTOnline
immediately of such claim being brought in and in any case not later than thirty days from the
date of the claim, (b) APTOnline is granted full and unfettered authority to defend, negotiate,
compromise or otherwise settle the said claim at its own cost; (c) Franchisee does not make any
statements or admissions with respect to the claim without obtaining the prior written
permission of APTOnline and (d) Franchisee provides APTOnline with all reasonable information,
and assistance as requested by APTOnline in performing its indemnity obligations

26. NOTICE

Any notice under this Agreement shall be in writing and shall be addressed to the Franchisee or to
APTOnline at the address mentioned hereinabove and for proving the service it shall be sufficient to show
that the envelope containing the notice was properly addressed and posted. Any notice shall be sent by
registered post to the address of the Franchisee or to APTOnline at the address mentioned above.

In case of APTOnline, a copy of notice shall be sent to

Chief Operating Officer
APTOnline Limited
Plot No.1, Jubilee Gardens, Kothaguda
Hyderbad, Telangana500 084 (India)

Phone: + 040 4567-6699

Fax: + 040 6667 5622

27. INTELLECTUAL PROPERTIES:

The Intellectual Property Rights (IPR) in all the deliverables and documentation associated therewith and
developed hereunder and ownership of tools, processes, utilities, and methodology including any
APTOnline proprietary products or components thereof used in the provision of services or development
of Deliverables and all new ideas, inventions, innovations, or developments conceived, developed or

In Confidence Page 14 of 16
 APTOnline Limited – Franchisee Agreement

made by APTOnline or FRANCHISEE or its/theirs Consultants/Employees/agents/representatives while

providing services hereunder shall remain the absolute property of APTOnline.

28. FORCE MAJEURE:

If either of the two parties is prevented, restricted, delayed or interfered by reason of:

i) Fire, explosion, cyclone, floods, droughts, earthquakes, epidemics;

ii) War, revolution, acts of public enemies, blockage or embargo, riots and civil commotion;
iii) Any law, order, proclamation, ordinance or requirements of any Government or authority or
representative of any such Government, including restrictive trade practices or regulations;
iv) Strikes, shutdowns or labour disputes which are not instigated for the purpose of avoiding
obligations herein; Or
v) Any other circumstances beyond the control of the party affected; then notwithstanding
anything here before contained, the party affected shall be excused from its performance to the
extent such performance relates to prevention, restriction, delay or interference and provided
the party so affected used its best efforts to remove such cause of non-performances, and when
removed the party shall continue performance with the utmost dispatch.
vi) Each of the parties agrees to give written notice to the other party upon becoming aware of an
Event of Force Majeure, and mentioning details of the circumstances giving rise to the Event of
Force Majeure.
vii) If the Event of Force Majeure continues for more than twenty 20 days either party shall be
entitled to forthwith terminate the contract at any time thereafter after giving the other party
notice of the same. Neither party shall have any liability to the other party in respect of the
termination of this contract as a result of an Event of Force Majeure.
viii) However APTOnline shall be entitled to receive payments, which Franchisee has collected from
the customers till that date for all transactions under this Agreement.

29. ENTIRE AGREEMENT:

Subject to any terms implied by law, this agreement constitutes the entire agreement between
Franchisee and APTOnline in relation to the subject matter of this agreement, where the provisions of this
agreement conflict with the standard terms and conditions of APTOnline, such terms and conditions are
hereby waived.

30. MODIFICATION
Modification of this agreement shall be effective only when agreed in writing and duly signed on behalf of
Franchisee by Franchisee’s Representative and on behalf of APTOnline by APTOnline’s Representative.

31. SEVERABILITY:
If any term, clause or provision of this Agreement shall be judged to be invalid for any reason whatsoever,
such invalidity shall not affect the validity or operation of any other term, clause or provision of this
Agreement and such invalid term clause or provision shall be deemed to have been deleted from this
Agreement.

32. WAIVER:
No forbearance, indulgence or relaxation’s by any Party at any time to require performance of any
provision of this Agreement shall in any way affect, diminish or prejudice the right of such party to require
performance of that provision and any waiver by any party or any breach of any provisions of this
Agreement shall not be construed as a waiver or an amendment of the provisions itself, or a waiver of any
right under or arising out of this Agreement.

In Confidence Page 15 of 16
 APTOnline Limited – Franchisee Agreement

33. NON-SOLICITATION:
Neither Party will, without the consent of the other Party, employ or offer to employ (whether under a
contract of service or under a contract for services) any person engaged or previously engaged by the
other party in relation to the project or entice or attempt of entice either directly or indirectly any person
employed by APTOnline to leave the employment of APTOnline, during the subsistence of this agreement
and until a period of 24 months has expired after the termination or expiry of this agreement.

34. ARBITRATION:
In the event of any dispute, differences or controversy between the Parties to this agreement in
connection with or arising out of this Agreement, the parties shall first endeavor to co-operate to resolve
the dispute or controversy by mutual consultation and agreement. In the event that the dispute or event
is not resolved by mutual consultation and agreement, the same shall be referred to the Arbitration
according to the Arbitration and Conciliation Act, 1996. The venue of Arbitration shall be Hyderabad.
Language of the arbitration shall be English.

35. AUTHORITY:
Each signatory to this Agreement represents and warrants that he/she is duly authorized by the Party for
and on whose behalf he/she is signing this Agreement to execute the same in a manner binding upon said
Party and that all corporate approvals and procedures necessary for vesting such authority in him have
been duly complied with.

The parties to this Agreement have set their hands on the day mentioned here above.

SIGNED AND DELIVERED SIGNED AND DELIVERED

by the within named party by the FRANCHISEE i.e.,
i.e. APTOnline., under the hand of under the hand of

Name: _______________________ Name: ______________________

Title : Chief Operating Officer Title: Franchisee Owner

Witness: Witness:
1. (Name and signature) 1. (Name and signature)

2. (Name and signature) 2. (Name and signature)

* In case of a Company the Board Resolution shall be obtained duly authorising the FRANCHISEE to enter
into the Agreement and authorising any official to sign on behalf of the Company. In case of a
partnership all the partners shall sign or any one duly authorised by all shall sign.

In Confidence Page 16 of 16