SHARES TRANSFER AGREEMENT

This Agreement is made on the [DATE] day of [MONTH] [YEAR]

Between

[TRANSFEROR COMPANY]

And:

[TRANSFEREE RELATED PARTY]

Parties
(1) [TRANSFEROR COMPANY], a company incorporated under the laws of India,
having its registered office at [TRANSFEROR COMPANY ADDRESS] and
Corporate Identity Number [TRANSFEROR COMPANY CIN], represented by its
[TRANSFEROR COMPANY REPRESENTATIVE DESIGNATION],
[TRANSFEROR COMPANY REPRESENTATIVE NAME], duly authorized for the
purposes of this Agreement (hereinafter referred to as the "Transferor");

(2) [TRANSFEREE INDIVIDUAL NAME], an individual residing at [TRANSFEREE

INDIVIDUAL ADDRESS], holding [IDENTIFICATION DOCUMENT TYPE]
number [IDENTIFICATION DOCUMENT NUMBER], and a [RELATIONSHIP
WITH TRANSFEROR COMPANY] of the Transferor (hereinafter referred to as the
"Transferee").

Background
(A) [TRANSFEROR COMPANY] is a company duly incorporated and existing under the
laws of India, having its registered office at [TRANSFEROR COMPANY
ADDRESS] and Corporate Identity Number [TRANSFEROR COMPANY CIN]. The
Transferor Company is engaged in the business of [TRANSFEROR COMPANY
BUSINESS DESCRIPTION].

(B) The Transferor and Transferee are “Related Parties” under Section 2(76) of the
Companies Act, 2013, because [explain relationship].

(C) The present shareholding structure of the Transferor Company is as follows:

[DESCRIBE CURRENT SHAREHOLDING STRUCTURE, INCLUDING
 NUMBER AND CLASS OF SHARES HELD BY TRANSFEREE INDIVIDUAL
SHAREHOLDER, IF APPLICABLE].

(D) The Transferee, [TRANSFEREE INDIVIDUAL NAME], is a [RELATIONSHIP

WITH TRANSFEROR COMPANY] of the Transferor Company.

(E) The Transferor Company intends to transfer [NUMBER OF SHARES] equity shares
of [SHARE VALUE] each, fully paid-up, comprising [PERCENTAGE] of the total
issued and paid-up share capital of the Transferor Company (hereinafter referred to as
the "Transfer Shares") to the Transferee for [PURPOSE OF SHARE TRANSFER].

(F) In accordance with Section 2(viia)/Section 2(xxiiia) read with Section 188 and Rule
15 of the Companies (Meeting of Board and its Powers) Rules, the Board of Directors
of the Company and its Audit Committee have approved a proposed transfer of Shares
by the Transferor to the Transferee at a price of Rs. [ ] per share.

(G) The Transferor Company and the Transferee have agreed to enter into this Share
Transfer Agreement (hereinafter referred to as the "Agreement") to record the terms
and conditions governing the transfer of the Transfer Shares from the Transferor
Company to the Transferee.

1. Definitions

1.1. Agreement means this Share Transfer Agreement, including all schedules, exhibits,
and instruments supplemental hereto or incorporated herein by reference.

1.2. Applicable Law means all applicable statutes, laws, ordinances, regulations, rules,
judgments, notifications, orders, decrees, bylaws, policies, guidelines, or any
decision, determination, or interpretation of any Governmental Authority having
jurisdiction over the matter in question.

1.3. Board means the board of directors of the [TRANSFEROR COMPANY].

1.4. Business Day means any day other than a Saturday, Sunday, or a day on which
scheduled banks in [RELEVANT CITY/STATE] are authorized or required by
Applicable Law to remain closed.
1.5. Control means the power to direct the management and policies of an entity,
whether through the ownership of over 50% of the voting power of that entity, by
contract, or otherwise.

1.6. Effective Date means the date on which the Transfer Shares are registered in the
name of the [TRANSFEREE NAME] in the register of members of the
[TRANSFEROR COMPANY].

1.7. Encumbrance means any claim, deferred purchase price of an asset or service,
charge, mortgage, pledge, hypothecation, lien, deposit by way of security, bill of
sale, option or right of pre-emption, beneficial ownership (including usufruct and
similar entitlements), public right, common right, way leave, any provisional or
executional attachment, and any other interest held by a third party.

1.8. Laws means all applicable national, provincial, local, municipal, or other laws,
treaties, statutes, constitutions, ordinances, codes, rules, regulations, ordinances,
policies, or requirements of any Governmental Authority.[INCLUDE ANY OTHER
RELEVANT DEFINITIONS]

2. Shares Being Transferred

2.1. The Transferor Company hereby agrees to transfer, and the Transferee hereby agrees
to acquire, [NUMBER] fully paid-up equity shares of [SHARE VALUE] each (the
"Transfer Shares"), representing [PERCENTAGE] of the total issued and paid-up
share capital of the Transferor Company, free and clear of all Encumbrances.

2.2. The Transfer Shares shall rank pari passu in all respects with the existing equity
shares of the Transferor Company, including the right to receive dividends and other
distributions declared or paid after the Effective Date.

2.3. The Transfer Shares are being transferred together with all rights, title, and interest
therein, including all accretions, benefits, and advantages attached thereto or
accruing thereafter.

2.4. The Transferor Company represents and warrants that the Transfer Shares are fully
paid-up and have been validly issued in compliance with all Applicable Laws and
the constitutional documents of the Transferor Company.
2.5. The Transferor Company further represents and warrants that it has full legal and
beneficial ownership of the Transfer Shares and has the requisite power and
authority to transfer the Transfer Shares to the Transferee.

2.6. The transfer of the Transfer Shares shall be effective from the Effective Date, and
the Transferee shall be recorded as the legal and beneficial owner of the Transfer
Shares in the register of members of the Transferor Company.

2.7. The Transferor Company shall, upon receipt of the consideration, take all necessary
steps to ensure the endorsement and delivery of the share certificates representing
the Transfer Shares to the Transferee or, in the case of dematerialized shares, shall
instruct its depository participant to transfer the Transfer Shares to the demat
account of the Transferee.

3. Consideration

3.1. The total consideration for the transfer of the Transfer Shares shall be INR
[AMOUNT] (Rupees [AMOUNT IN WORDS]) (the "Consideration").

3.2. The Consideration shall be payable by the Transferee to the Transferor Company in
the following manner:

(a) [AMOUNT/PERCENTAGE] of the Consideration shall be paid in ___ on

or before [DATE/EVENT]; and

(b) [AMOUNT/PERCENTAGE] of the Consideration shall be paid by way of

[DESCRIPTION OF NON-CASH CONSIDERATION, IF APPLICABLE].

3.3. The fair value of the non-cash consideration has been determined based on
[VALUATION METHOD/INDEPENDENT VALUATION REPORT].

3.4. The Consideration shall be paid by the Transferee to the Transferor Company
through [MODE OF PAYMENT] to the following bank account:[BANK
ACCOUNT DETAILS]

3.5. All applicable taxes, duties, and levies, including but not limited to income tax,
securities transaction tax, stamp duty, and registration charges, arising out of or in
 connection with the transfer of the Transfer Shares, shall be borne and paid by
[PARTY RESPONSIBLE].

3.6. If any deduction or withholding of tax is required by law to be made from the
Consideration, the Transferee shall make such deduction or withholding and shall
provide the Transferor Company with the necessary tax deduction or withholding
certificates within [TIME PERIOD] from the date of payment.

3.7. [PROVISIONS FOR SECURITY OR GUARANTEE, IF APPLICABLE]

3.8. [PROVISIONS FOR COMPLIANCE WITH FOREIGN EXCHANGE

REGULATIONS, IF APPLICABLE]

4. Representations and Warranties

4.1. Authority and Capacity

(a) The Transferor Company represents and warrants that it is a company duly
incorporated, validly existing, and in good standing under the laws of India,
and has the requisite corporate power and authority to enter into this
Agreement and to perform its obligations hereunder.

(b) The Transferee represents and warrants that they have the legal capacity
and authority to enter into this Agreement and to perform their obligations
hereunder.

(c) Each party represents and warrants that the execution, delivery, and
performance of this Agreement have been duly authorized by all necessary
corporate or individual action, as applicable, and do not violate any
provision of its constitutional documents or any applicable law, regulation,
or order.

4.2. Ownership and Title to Shares

(a) The Transferor Company represents and warrants that it is the legal and
beneficial owner of the Transfer Shares, free and clear of any liens, charges,
encumbrances, or other third-party rights.
 (b) The Transferor Company further represents and warrants that the Transfer
Shares are fully paid-up and have been validly issued in compliance with all
applicable laws and regulations.

4.3. Compliance with Laws and Regulations

(a) Each party represents and warrants that it has complied with all applicable
laws, regulations, and governmental approvals related to the share transfer
and the performance of its obligations under this Agreement.

(b) Each party represents and warrants that there are no pending or threatened
legal proceedings, claims, or investigations that could adversely affect the
share transfer or the performance of its obligations under this Agreement.

4.4. Financial Statements and Corporate Records

(a) The Transferor Company represents and warrants that its financial
statements and corporate records are accurate and complete in all material
respects and fairly present its financial condition and results of operations
as of the dates and for the periods indicated therein.

(b) The Transferor Company further represents and warrants that there has
been no material adverse change in its financial condition or operations
since the date of its most recent financial statements.

4.5. Disclosure and Accuracy of Information

(a) Each party represents and warrants that all information provided by it in
connection with the share transfer is true, accurate, and complete in all
material respects, and does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which they were made, not misleading.

4.6. Tax Matters

(a) The Transferor Company represents and warrants that it has complied with
all applicable tax laws and regulations and has paid all taxes due and
payable by it.
 (b) The Transferor Company further represents and warrants that there are no
pending or threatened tax claims, assessments, or investigations against it
that could adversely affect the share transfer or the performance of its
obligations under this Agreement.[Additional clauses may be included as
necessary, such as representations and warranties related to intellectual
property rights, environmental matters, employee matters, etc.]

5. Conditions Precedent

5.1. The obligations of the Parties to consummate the transfer of the Transfer Shares
shall be subject to the satisfaction or waiver, on or prior to the Closing Date, of the
following conditions:

(a) All necessary corporate approvals and consents, including but not limited to
the approval of the Board of Directors and shareholders of the Transferor
Company, as required under the Companies Act, 2013 and the rules framed
thereunder, shall have been obtained.

(b) All necessary regulatory approvals, consents, or clearances, if any, required

under applicable laws, including but not limited to the Securities and
Exchange Board of India (SEBI) regulations and the Foreign Exchange
Management Act, 1999 (FEMA), shall have been obtained.

(c) The representations and warranties made by each Party in this Agreement
shall be true and correct in all material respects as of the Closing Date.

(d) No material adverse change shall have occurred in the business, operations,
or financial condition of the Transferor Company since the date of this
Agreement.

(e) The Parties shall have complied with all applicable laws, regulations, and
guidelines, including but not limited to the Companies Act, 2013, SEBI
regulations, and FEMA regulations, in relation to the transfer of the
Transfer Shares.

(f) The Transferee shall have paid the agreed consideration for the Transfer
Shares, if applicable, in accordance with the terms of this Agreement.
 (g) The Parties shall have delivered all necessary documents, including but not
limited to share certificates, board resolutions, and any other relevant
documents, as required for the transfer of the Transfer Shares.

(h) No court order, injunction, or other legal restraint shall exist that would
prevent or delay the transfer of the Transfer Shares.

5.2. If any of the conditions set forth in Clause 5.1 are not satisfied or waived by the
Parties on or before the Closing Date, this Agreement may be terminated by either
Party upon written notice to the other Party, and the Parties shall have no further
obligations or liabilities under this Agreement, except for any obligations or
liabilities that expressly survive termination.

6. Closing

6.1. Closing Date. The closing of the transfer of the Transfer Shares (the "Closing") shall
take place on [DATE] (the "Closing Date"), or such other date as may be mutually
agreed upon by the Parties in writing, subject to the satisfaction or waiver of the
conditions precedent set forth in Clause [X] of this Agreement.

6.2. Delivery of Share Certificates.

(a) At the Closing, the Transferor Company shall deliver to the Transferee the
original share certificates representing the Transfer Shares, duly endorsed
for transfer to the Transferee, together with the necessary transfer forms
duly executed by the Transferor Company.

(b) The share certificates shall be free and clear of any Encumbrances and shall
represent valid and fully paid-up shares of the Transferor Company.

6.3. Payment of Consideration.

(a) At the Closing, the Transferee shall pay to the Transferor Company the
consideration of [AMOUNT] (the "Consideration") for the Transfer Shares,
in the following manner: [SPECIFY PAYMENT TERMS, SUCH AS
LUMP SUM OR INSTALLMENTS].
 (b) The Consideration shall be paid by [PAYMENT METHOD, SUCH AS
WIRE TRANSFER OR DEMAND DRAFT], to the following account of
the Transferor Company: [ACCOUNT DETAILS].

6.4. Board Resolutions and Corporate Approvals.

(a) At the Closing, the Transferor Company shall deliver to the Transferee
certified copies of the resolutions passed by the Board of Directors of the
Transferor Company approving the transfer of the Transfer Shares to the
Transferee and authorizing the execution, delivery, and performance of this
Agreement and all other documents and actions necessary to consummate
the transactions contemplated hereby.

(b) The Transferor Company shall also provide any other necessary approvals
or consents required from regulatory authorities or third parties for the
transfer of the Transfer Shares.

6.5. Stamp Duty and Registration.

(a) The Transferee shall be responsible for paying all applicable stamp duty
and registration fees required under the Indian Stamp Act, 1899, and any
other applicable laws, in connection with the transfer of the Transfer
Shares.

(b) The Transferor Company shall provide all necessary assistance and
cooperation to the Transferee in completing the payment of stamp duty and
registration formalities.

6.6. Updating Company Records.

(a) At the Closing, the Transferor Company shall update its register of
members and other statutory records to reflect the transfer of the Transfer
Shares to the Transferee.

(b) The Transferor Company shall also make any necessary filings or
notifications with the Registrar of Companies and other regulatory
authorities regarding the transfer of the Transfer Shares.
6.7. Representations and Warranties.

(a) The Transferor Company and the Transferee shall each represent and
warrant to the other Party that they have the requisite power and authority
to enter into and perform their respective obligations under this Agreement
and to consummate the transactions contemplated hereby.

(b) The Transferor Company shall further represent and warrant that the
Transfer Shares are fully paid-up and free from any Encumbrances, and that
the share certificates delivered to the Transferee represent valid and legally
issued shares of the Transferor Company.

6.8. Closing Obligations.

(a) At the Closing, the Parties shall execute and deliver such other documents,
instruments, and agreements, and take such other actions, as may be
reasonably necessary or appropriate to consummate the transactions
contemplated by this Agreement.

6.9. Closing Memorandum.

(a) At the Closing, the Parties shall execute a closing memorandum or similar
document (the "Closing Memorandum") confirming the completion of the
transfer of the Transfer Shares and the fulfillment of all closing obligations
under this Agreement.

7. Post-Closing Obligations

7.1. Non-Competition

(a) The Transferee covenants and agrees that, for a period of [DURATION]
years from the Effective Date, the Transferee shall not, directly or
indirectly, engage in or participate in any business or activity that competes
with the business of the Transferor Company within [GEOGRAPHICAL
AREA].
 (b) The restrictions set forth in Clause 7.1.1 shall not apply to the Transferee's
ownership of less than [PERCENTAGE] of the outstanding stock of any
publicly traded company.

(c) In the event of a breach or threatened breach of this Clause 7.1, the
Transferor Company shall be entitled to seek injunctive relief, in addition to
any other remedies available at law or in equity.

7.2. Non-Solicitation

(a) The Transferee covenants and agrees that, for a period of [DURATION]
years from the Effective Date, the Transferee shall not, directly or
indirectly, solicit, induce, or attempt to induce any employee, consultant, or
independent contractor of the Transferor Company to terminate their
employment or engagement with the Transferor Company.

(b) The Transferee further covenants and agrees that, for a period of
[DURATION] years from the Effective Date, the Transferee shall not,
directly or indirectly, solicit, induce, or attempt to induce any customer,
supplier, or other business partner of the Transferor Company to terminate
or modify their relationship with the Transferor Company.

7.3. Confidentiality

(a) The Transferee acknowledges and agrees that, in connection with the
transactions contemplated by this Agreement, the Transferee may have
access to Confidential Information (as defined below) of the Transferor
Company.

(b) "Confidential Information" means any and all information, data, and
materials relating to the Transferor Company's business, operations,
products, services, customers, suppliers, or other proprietary information,
whether in written, oral, electronic, or other form, that is not generally
known to the public.

(c) The Transferee shall keep all Confidential Information strictly confidential
and shall not, without the prior written consent of the Transferor Company,
 disclose or use any Confidential Information for any purpose other than as
necessary to perform the Transferee's obligations under this Agreement.

(d) Upon termination of this Agreement or upon the Transferor Company's

request, the Transferee shall promptly return or destroy all Confidential
Information in the Transferee's possession or control.

7.4. Intellectual Property[INCLUDE RELEVANT CLAUSES REGARDING

ASSIGNMENT OR LICENSING OF INTELLECTUAL PROPERTY RIGHTS, IF
APPLICABLE]

7.5. Non-Disparagement

(a) The Transferee shall not, directly or indirectly, make any disparaging or
derogatory statements, whether oral or written, regarding the Transferor
Company, its products, services, employees, or business practices.

7.6. Cooperation and Assistance

(a) The Transferee shall provide reasonable cooperation and assistance to the
Transferor Company in connection with the transactions contemplated by
this Agreement, including but not limited to [SPECIFY AREAS OF
COOPERATION, IF ANY].

7.7. Indemnification

(a) [RELEVANT CLAUSES REGARDING INDEMNIFICATION

OBLIGATIONS OF THE PARTIES FOR BREACHES OF
REPRESENTATIONS, WARRANTIES, OR COVENANTS]

7.8. Transition Services[RELEVANT CLAUSES REGARDING ANY TRANSITION

SERVICES TO BE PROVIDED BY THE TRANSFEROR COMPANY, IF
APPLICABLE]

7.9. Dispute Resolution

(a) [RELEVANT CLAUSES REGARDING THE MECHANISM FOR

RESOLVING DISPUTES, GOVERNING LAW, AND JURISDICTION]
8. Indemnification

8.1. Indemnification Obligation. Subject to the limitations set forth in this Section 8, each
Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the
other Party and its Affiliates, and their respective directors, officers, employees,
agents, successors, and permitted assigns (collectively, the "Indemnified Parties")
from and against any and all losses, liabilities, damages, costs, and expenses
(including reasonable attorneys' fees and expenses) (collectively, "Losses") arising
out of or resulting from:

(a) any breach of any representation, warranty, covenant, or agreement made

by the Indemnifying Party in this Agreement;

(b) any failure by the Indemnifying Party to perform or comply with any
obligation, covenant, or agreement contained in this Agreement; or

(c) any claim, action, suit, proceeding, or investigation by any third party
arising out of or relating to the Indemnifying Party's actions or omissions in
connection with this Agreement.

8.2. Indemnification Procedure. If any Indemnified Party receives notice of any claim,
action, suit, proceeding, or investigation (a "Claim") against it that may give rise to a
claim for indemnification under this Section 8, the Indemnified Party shall promptly
notify the Indemnifying Party in writing; provided, however, that the failure to give
such notice shall not relieve the Indemnifying Party of its obligations under this
Section 8, except to the extent that the Indemnifying Party is materially prejudiced
by such failure.

(a) The Indemnifying Party shall have the right to assume the defense of any
Claim with counsel reasonably satisfactory to the Indemnified Party, at the
Indemnifying Party's expense.

(b) The Indemnified Party shall have the right to participate in the defense of
any Claim at its own expense.
 (c) The Indemnifying Party shall not settle or compromise any Claim without
the prior written consent of the Indemnified Party, which consent shall not
be unreasonably withheld, conditioned, or delayed.

8.3. Limitations and Exclusions.

(a) The Indemnifying Party shall not be liable for any Losses arising out of or
resulting from the negligence, willful misconduct, or bad faith of the
Indemnified Party.

(b) The Indemnifying Party shall not be liable for any indirect, consequential,
punitive, or exemplary damages, except to the extent such damages are
awarded to a third party in connection with a Claim.

(c) The maximum aggregate liability of the Indemnifying Party under this
Section 8 shall not exceed [INSERT AMOUNT OR PERCENTAGE].

8.4. Survival of Indemnification Obligations. The indemnification obligations set forth in

this Section 8 shall survive the Closing and shall remain in full force and effect for a
period of [INSERT DURATION] after the Closing Date.

9. Confidentiality

9.1. Definition of Confidential Information

(a) For the purposes of this Agreement, "Confidential Information" means any
and all information, data, and materials, whether in written, oral, electronic,
or other form, relating to the Transferor Company's business, operations,
financial condition, products, services, customers, suppliers, technology,
trade secrets, know-how, and any other proprietary information, including
but not limited to the terms and conditions of this Agreement and the
transactions contemplated herein.

9.2. Obligation of Confidentiality

(a) Each Party shall keep the Confidential Information strictly confidential and
shall not disclose, divulge, or communicate, directly or indirectly, any
Confidential Information to any third party without the prior written
 consent of the other Party, except as permitted under this Agreement or as
required by applicable law or regulatory authorities.

9.3. Safeguarding Confidential Information

(a) Each Party shall take all reasonable measures to protect the Confidential
Information from unauthorized access, use, or disclosure, including but not
limited to implementing appropriate physical, technical, and administrative
safeguards, and shall exercise the same degree of care as it would for its
own confidential information of a similar nature.

9.4. Survival of Confidentiality Obligations

(a) The obligations of confidentiality set forth in this Section 9 shall survive the
termination or expiration of this Agreement for a period of
[CONFIDENTIALITY PERIOD] years.

9.5. Remedies for Breach of Confidentiality

(a) In the event of a breach or threatened breach of the confidentiality

obligations under this Section 9, the non-breaching Party shall be entitled to
seek injunctive relief, damages, and any other remedies available under
applicable laws.

10. Governing Law and Jurisdiction

10.1. Governing Law: This Agreement shall be governed by and construed in accordance
with the laws of India. Any matters not specifically covered by this Agreement shall
be governed by the relevant laws of India.

10.2. Jurisdiction: The parties irrevocably agree that the courts and tribunals located in
[City/State where the Transferor Company's registered office is situated] shall have
exclusive jurisdiction to settle any disputes or claims arising out of or in connection
with this Agreement or its subject matter or formation (including non-contractual
disputes or claims).

10.3. Dispute Resolution:

 (a) Any dispute, controversy or claim arising out of or in connection with this
Agreement, including any question regarding its existence, validity,
interpretation, breach or termination, shall be first attempted to be resolved
through good faith negotiations between the parties.

(b) If the dispute cannot be resolved through negotiations within thirty (30)
days after the commencement of such negotiations, either party may refer
the dispute to arbitration in accordance with the Arbitration and
Conciliation Act, 1996.

(c) The arbitration shall be conducted by a sole arbitrator appointed by mutual

agreement of the parties or, failing such agreement, in accordance with the
provisions of the Arbitration and Conciliation Act, 1996.

(d) The seat of arbitration shall be [City/State where the Transferor Company's
registered office is situated], and the language of the arbitration proceedings
shall be English.

10.4. Severability: If any provision of this Agreement is found to be invalid, illegal or

unenforceable, the remaining provisions shall remain in full force and effect.

10.5. Waiver: No failure or delay by either party in exercising any right or remedy under
this Agreement shall constitute a waiver of that right or remedy, nor shall it prevent
or restrict the further exercise of that or any other right or remedy.

10.6. Entire Agreement: This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof and supersedes all prior agreements,
understandings or representations, whether oral or written, between the parties
relating to the subject matter of this Agreement.

11. Dispute Resolution

11.1. Amicable Resolution

(a) In the event of any dispute, controversy or claim arising out of or relating to
this Agreement, including any question regarding its existence, validity,
interpretation, breach or termination (a "Dispute"), the Parties shall first
 seek to resolve such Dispute through good faith negotiations for a period of
thirty (30) days after providing written notice of such Dispute to the other
Party.

11.2. Mediation

If the Parties are unable to resolve the Dispute through amicable

negotiations within the period specified in Clause 11.1.a, either Party may
refer the Dispute to mediation by a mutually agreed mediator or an
established mediation institution.

11.3. Arbitration

(a) If the Dispute is not resolved through mediation within sixty (60) days from
the date of appointment of the mediator, or if the Parties agree not to pursue
mediation, either Party may refer the Dispute to arbitration.

(b) The arbitration shall be conducted by a sole arbitrator appointed by mutual

agreement of the Parties or, failing such agreement, in accordance with the
provisions of the Arbitration and Conciliation Act, 1996 (India).

(c) The seat and venue of arbitration shall be [City, India].

11.4. Litigation

(a) Notwithstanding the provisions of Clauses 11.2 and 11.3, either Party may
seek interim or conservatory relief from any court of competent jurisdiction
in [City, India].

11.5. Governing Law

(a) This Clause 11 shall be governed by and construed in accordance with the
laws of India.

11.6. Costs and Expenses

(a) The costs and expenses incurred in connection with the resolution of any
Dispute, including the fees and expenses of the mediator, arbitrator, and
 legal counsel, shall be borne by the Parties in the manner determined by the
mediator or arbitrator, or as agreed upon by the Parties.

11.7. Severability

(a) If any provision of this Agreement is held to be invalid, illegal, or

unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the remaining provisions of this Agreement, which shall
remain in full force and effect.

(b) The Parties shall negotiate in good faith to replace any invalid, illegal, or
unenforceable provision with a valid, legal, and enforceable provision that
achieves the original intent of the Parties to the maximum extent possible.

11.8. Notices

All notices, requests, demands, and other communications required or

permitted under this Agreement shall be in writing and shall be deemed to
have been duly given if delivered personally, sent by registered or certified
mail (return receipt requested), or sent by reputable overnight courier
service, to the Parties at the addresses set forth below or to such other
address as either Party may designate by written notice to the other Party:
[INSERT ADDRESSES FOR NOTICES]

11.9. Counterparts

(a) This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

(b) The exchange of copies of this Agreement and of signature pages by

facsimile transmission or other electronic means shall constitute effective
execution and delivery of this Agreement as to the Parties and may be used
in lieu of the original Agreement for all purposes.

11.10. Force Majeure

 (a) Neither Party shall be liable for any delay or failure in performance due to
causes beyond its reasonable control, including but not limited to acts of
God, acts of civil or military authority, fires, floods, earthquakes, riots,
wars, sabotage, terrorist acts, or governmental actions.

(b) If the force majeure event continues for a period of [NUMBER] days or
more, either Party may terminate this Agreement upon written notice to the
other Party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective authorized representatives on the day and year first hereinabove written.

For [TRANSFEROR COMPANY]

_____________________

Name: [NAME OF AUTHORIZED SIGNATORY]

Designation: [DESIGNATION]

For [TRANSFEREE INDIVIDUAL]

_____________________[TRANSFEREE NAME]