AFFILIATE CO-OPERATION AGREEMENT

As an authorized affiliate of Inframitra, you agree to abide by the terms and conditions contained in this Agreement. Please read the entire Agreement carefully before registering and promoting Inframitra as an Affiliate.

THIS COOPERATION AGREEMENT (this "Agreement") is entered into by and between:

INFRAMITRA PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013 (18 OF 2013), having its registered office at 1376, Street No. 13, Guru Nanak Nagar, Patiala - 147001, Punjab, India (hereinafter referred to as “INFRAMITRA”) of the ONE PART;

And

Mr./Mrs. (bearing PAN Number: and AADHAAR Number: ), a person or individual (who filled "Affiliate Appication Form" with intent to join Inframitra's Affiliate Earning Program, who is an Indian resident with address: , , , , , PIN-, (hereinafter referred to as “AFFILIATE”) of the OTHER PART.

(INFRAMITRA and “AFFILIATE” are hereinafter individually referred to as “Party” and collectively as “Parties”).

WHEREAS:

1. AFFILIATE has a social network where it believes to generate project pipeline through personal recommendations and presentation skills that it has access to and wish to pursue along with INFRAMITRA in developing such leads into successful project(s) through joint business development initiatives;
2. AFFILIATE will assume primary responsibility of lead generation and business development and with INFRAMITRA’s assistance help in closing the sale. AFFILIATE will also assume a role of an enabler and facilitator and shall help in collection of money (ies) for invoices raised by INFRAMITRA towards goods and services rendered by INFRAMITRA for the projects;
3. INFRAMITRA is an EPC Company, Developer and O&M operator for Renewable Energy sector in India and Abroad;
4. INFRAMITRA is desirous of accessing market and customers and will utilize the services of AFFILIATE for the same;
5. INFRAMITRA shall be the techno-commercial partner and main contractor for the project(s) including catering to financial obligations and liabilities for such successful project(s) (successful projects means those projects where in Inframitra has entered into a definite Agreement with the Client for the leads brought in by AFFILIATE) and arranging finances needed to run the project;

NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

• Responsibilities of Parties:
  • Parties will jointly make endeavors to realize and develop AFFILIATE project / project pipeline that it has access to and shall jointly spell out the criteria of projects and types of customers that are considered desirable.
  • AFFILIATE shall help in collection of money (ies) due to the successful projects including bank guarantees, Letter of credits or any other payment instrument as per the agreed terms of the successful projects.
  • Prior to starting any engagement, Parties shall discuss the lead and upon mutual concurrence shall proceed ahead for finalization of project. A written concurrence from Parties with the name of the customer for such project shall be spelt out including any other details critical for the successful execution of the project. This shall form the basis of all further considerations and discussion.
  • INFRAMITRA will support AFFILIATE in business development and sales activity for offer preparation, costing and interactions with the customer(s) for any clarification related to the project. Each Party shall bear their own expenses.
  • Parties will work together in a transparent, open book manner for mutual benefit.
  • Parties will work together in the spirit of this Cooperation Agreement and assist each other in ensuring that both parties’ obligations to each other is fulfilled in a timely and professional manner.

• Consideration: INFRAMITRA shall pay to AFFILIATE consideration towards the business development, lead generation and collection of money (ies) at a rate of percentage (as specified in Annexure 1) of the EPC sale price excluding taxes and duties (Goods and Service Tax (GST) or any other taxes, duties, cess etc. ) for successful CAPEX projects. This consideration for CAPEX projects (Capex projects shall mean the Successful Projects wherein Inframitra or any of its subsidiary or affiliate has been awarded an Engineering, Procurement and Construction Contract by the Client and 100% collection of money (ies) is completed i.e. all payments have been released to INFRAMITRA by Customers) shall be exclusive of GST and shall be applicable only after the order is placed by the customer and completed by INFRAMITRA for the successful projects on INFRAMITRA that AFFILIATE shall bring in and only after the customer pays complete payment to INFRAMITRA after project completion. The disbursement of this consideration shall be proportional to and linked to on time payment and actual cash collected against the desired cash collection as per the agreed terms for such successful projects.

In case the project is on OPEX model (OPEX Model shall mean the Successful Projects wherein Inframitra or any of its subsidiary or affiliate has entered into a Power Purchase Agreement with the Client), then the disbursement of the consideration shall be as per Annexure 1 and having following milestones for disbursement of consideration

1. 20% of consideration against signing of PPA.
2. 70% of consideration against commissioning of project and
3. 10% of consideration post completion of 3 months of billing

• Confidentiality: Each Party shall keep the contents of this Agreement and all books, documents (whether electronic or in hard copy) and information made available to that Party for the purposes of entering into this Agreement or in the course of the performance of this Agreement (“Confidential Information”) confidential, and shall not disclose the same to any other person without the prior written consent of the other Party.

• Return of Confidential Information: The Receiving Party agrees, upon termination of the Business Purposes or upon the written request of the other Party, whichever is earlier, to promptly deliver to the other Party all records, notes, and other written, printed, or tangible materials in the possession of the Receiving Party, embodying or pertaining to the Confidential

• No Right to Confidential Information:

1. The Receiving Party hereby agrees and acknowledges that no license, either express or implied, is hereby granted to the Receiving Party by the other Party to use any of the Confidential Iformation.
2. The Receiving Party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of the other Party directly resulting from or relating to the Confidential Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of the other Party, and the Receiving Party has no right or title

• No Warranty: The Disclosing Party has not made and will not make any representation or warranty as to the accuracy or completeness of its Confidential Information or of any other information provided to the Receiving Party, and the Receiving Party agrees that the Disclosing Party shall have no liability resulting from the use of the Confidential Information or such other.

• Compelled Disclosure: If the Party faces legal action to disclose Confidential Information received under this Agreement, then the Party shall promptly notify the other Party in order that it may have the opportunity to intercede and contest such disclosure and, upon request, shall cooperate with the other Party in contesting such a Except in connection with failure to discharge the responsibilities set forth in the preceding sentence, neither Party shall be liable in damages for any disclosures pursuant to such legal action.

• Losses: The Receiving Party agrees to indemnify the other Party against any and all losses, damages, claims, or expenses incurred or suffered by the other Party as a result of the Receiving Party's breach of this.

• Communication: The two parties agree that the communication between the parties is considered delivered and reached other party if transmitted by fax or electronic means with proof of sending The date of receiving the messages, notices or letters is the date of sending authenticated by the sending machine. All notices under this Agreement shall be deemed to have been duly given upon the mailing of the notice, postpaid to the addresses listed above, or upon the facsimile transmission, to the party entitled to such notice at the facsimile number set forth below.

• Counterparts: Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, each of which shall be an original as against any party whose signature appears on such counterpart or agreed/accepted by electronic means with proof of sending machine and all of which together shall constitute one and the same.

• No Solicitation of Employees: The Receiving Party agrees that it will not, for a period of five (5) years from the date of this Agreement, initiate contact with the other Party's employees in order to solicit, entice or induce any employee of the other Party to terminate an employment relationship with the other Party to accept employment with the Receiving.

• Relationship: Nothing in this Agreement shall be deemed to constitute a joint venture, corporation, partnership, agency relationship, exclusive business arrangement or any other relationship between the Parties, unless expressly stated in writing. The Parties shall act as independent contractors, on a principal-to-principal basis. No Party has the authority to act for or bind the other Party, or incur any debt or liability in the name of or on behalf of the other Party.

• Term and Termination: This Agreement shall commence on the date first written The Receiving Party's right to use the Confidential Information in connection with the Business Purposes shall continue in effect until the period of one (1) year from the Effective Date  or the other Party provides the Receiving Party with written notice of termination of 30 days of such right, whichever is earlier. The term can be further extended based on mutual discussion.

• Entire Agreement: This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this This Agreement shall not be modified except by a writing duly executed on behalf of the party against whom such modification is sought to be enforced. Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect.

• No Waiver: The failure of either Party to require performance by the other Party of any provision of this Agreement shall in no way effect the full right to require such performance at any time.

• Successors and Assigns: Inframitra shall have right to assign its rights under this Agreement to any party, whether expressly or by operation of law, without the written consent of the other This Agreement and the Party's obligations hereunder shall be binding on their Representatives, permitted assigns, and successors of the Parties and shall ensure to the benefit of Representatives, assigns and successors of the Parties.

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of The courts in Patiala, Punjab shall have exclusive jurisdiction.

• Modification: This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the.

• Electronic Signatures Effective: The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Affiliate program. You indicate your acceptance on this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Affiliate application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Cooperation Agreement as of the day and year first written above.

Annexure 1

Standard Commission Structure

Commission structure for CAPEX Projects

Commission structure for OPEX Projects