Trade name “Sarch Bazar” relates to one of legal entities, including subsidiaries and affiliates models of TALKFEVER SOCIAL MEDIA LIMITED and it’s an online marketplace having its presence on fully secured domain https://www.sarchbazar.com.

Sarch Bazar is local search engine providing business listing, general listing, job listing, event listing. online selling, branding, marketing and digital classified advertising platform and fully owned marketplace of “Talkfever Social Media Limited” and a general purpose local search network solution that works as “Business Commerce or B-Commerce” and gives unmatched solutions of business directory, brand listing, product listing, shopping, compare product price, customized brand business page, digital classified advertising, job posting and searching solutions, create, search or book events, helpful geo location guide to community, advanced search solutions such as google map, dynamic search, street view search, radius search, traffic or road alert, estimated time to reach on destination around the world, and offers an ability to launch and offers a tool for such campaign management on multiple destinations and spreading the contents in various formats to display, promote and boost on talkfever sponsored campaign, personal socio sponsored viral campaign and affiliate websites and apps. Therefore, Sarch Bazar is an online service providing platform covering all marketplace at global scale for fulfilment of buyers and sellers need within the cities.

Talkfever is an Indian social media platform and registered entity as public limited company under the provision of company act 2013 and successfully recorded with CIN U74140MP2020PTC050969 in the Office of Registrar of Companies (ROC), Ministry of company affairs (MCA), situated in Gwalior, Madhya Pradesh (India). Anyone may reach and access at https://mca.gov.in.

Talkfever is a parental company having its presence online with its brand domain https://www.talkfever.com and managing its diversified models, tools, technologies, featured services and solutions through separate trade name and secured domains for smooth operation, easy to use and handling and market traction strategies.

Your use of this website www.sarchbazar.com and want to start your business with online industry using all assets of the Sarch Bazar such as readymade cloud server, business strategies, building profit partnership etc. are subject to our terms and conditions set out herein, and by using this website you are agreeing, and you are signifying your agreement, to be bound by these terms and conditions.

By using this website https://www.sarchbazar.com; it is clearly understood and advisable that extent of profit making opportunities are based on market size, user community mind set, target market projection, current market trend of digital shop and shopping transactions and vital scope of featured solutions and premium services within the city. Therefore; it is advisable and agreeable within the document that before making any decision or taking any action that may affect your financial position or status, consult with a qualified professional for better understanding and scaling up knowledge of parliamentary process compliance for the mental rest through full satisfaction scale. None of the entities within the Sarch Bazar network or it’s parental or subsidiary entities are responsible for any loss sustained by any person using this website or service.

Franchise Location: "Franchise Location" means the urban area of the Chandigarh city, a capital of Haryana & Punjab states.

Territory: "Territory" means the territory designated in the map attached and covered the area within the districts border of Chandigarh city.

Proprietary Marks: 'Proprietary Marks" means the trademark, service marks, trade names and print or display content materials for ease of doing business.

Exclusive or Sole Franchising: An individual or firm or any registered entity willing to enter into this agreement and want to operate this partnership program on preferred city location by his/her own cost infrastructural set up, recruiting managers, operating manpower, marketing team and own planning, strategies, execution, implementation and expansion of market size to explore profitable opportunities. Sole franchising is also known as “Exclusive Franchising”.

Group or Unit Franchising: It is the way of unitising the franchisee location in 100 partnership units and one or more group of people may enter into this business opportunity by his/her own capacity of acquisition of one or more partnership units by his/her own financial capacity and forward looking of profitable business size, future opportunity forecasting and set of operational services by sarch bazar management for managing entire operational business services agreed to authorise company to manage the things on behalf of group of people for smooth operation, recruitment of manpower, advertisement for business expansion and distribution of net profit after deduction of incurred operational expenses.

Royalties: In exchange of usage of the digital business platform or online marketplace model or readymade tech platform for deliverable products and services, franchisee partner will pay to TALKFEVER the Royalties Fees and down payment on account of Sarch Bazar

Franchisee partner pays in advance a lump sum amount INR 48000/- which includes cost of franchising opportunity, set up and 24 months operational and incidental cost under the group franchising definition and clause. The 50% of paid amount will be considered as down payment of future royalty income from the expansion and execution of business by using the SARCH BAZAR platform and remaining 50% amount is an estimated budget of set up and operational cost with less or more amount is irreversible and adjustable to be merged into franchising cost.

This clause is not applicable for sole franchising option.

Franchisee partner agrees to pay fixed royalties fees to TALKFEVER equal to 67% of revenue earned from gross sales turnover from the one or more business activities or product and services as specified in this MOU at the franchised business location over each accounting period of every month and 33% of revenue earned from the gross sales turnover withing the boundaries of franchisee location shall be the part of profit of franchisee partner.

Under the group franchising option; operational cost means office overhead cost such as office rent, maintenance, light and telephone bills, stationary and print, HR cost and salaries, marketing campaigns, meet up programs, training and events, customer loyalty programs and offers management are covered and recorded after instant calculation by dynamic software which can be monitor on daily basis by all group partner using the login credentials. The operational expenses ratio shall be the same as profit sharing ratio as per fair business practice policy.

But in case of sole or exclusive franchising option; 100% cost consideration will be borne by franchisee partner. Sarch Bazar will not be liable to support in any budgeting and costing of business operation. Company will provide supporting tools and technologies for ease of business doing and growth of market size and profit scalability.

Royalty settlement will be made on 14th Business Day of every next month considering the gross sales turnover in the previous month which is called as the end of the applicable Accounting Period and TALKFEVER will transfer the franchisee partner profit calculated @ 33% of the gross profit income out of permitted business or product annexures.

In case of any products or services transactions in case of cash mode or by ways of otherwise online payment solutions; franchisee partner must pay an amount 100% by way of net baking or NEFT to the TALKFEVER bank account with the clearly mention reason and payment proof for consideration of digital and automatic profit calculations fairly and transparently.

Once the payment has been credited to the partner’s bank account by net banking or NEFT only and recorded in this draft; he/she must confirm payment status as received. In case on any change in the bank account other than that of registered account in this agreement, franchisee partner is bind to sign new MOU on cost of INR. 3000/- borne by franchisee partner.

Bank Name___ICICI BANK
Account Name_Rakesh Dadhich
Account Number_686001501675
IFSC Code_ICIC0006860

Franchisee partners in group option has been given a privileged offer of monthly free shopping of not more than INR 2000 in any month which will continue till lock in period of 24 months from the date of franchisee unit booking.

Free shopping vouchers if remains unused for 24 months; then all vouchers shall be expired for further usage in future and no any claim or settlement will be given on expiry period because all these are cost to company which is the cost of marketing for usage of vouchers on shop counter anywhere in India.

As per the business expansion policy and promotion; company will spent marketing budget in terms of life time opportunity of extra advantage and it is mutually agreed that on ground of sarch bazar TALKFEVER will pay to franchisee partner 4% on the profit part of other partners under the referral campaign program which may be termed as free partnership or super partnership benefit under the marketable title.

But in case of sole franchising option; Super Franchising Benefits shall be 10% of the profit income earned from the other cities on account of referred sole franchisee partner under the business spreading and expansion policy of countrywide operation.

Talkfever will have the rights of advertisement for fulfilment of purposeful objectives of the franchisee partner. Franchisee partner can only create a request for demand of an advertisement from time to time.

Franchisee partner will pay to TALKFEVER an advertising fee of in percentage of gross sales or in lump sum each Accounting Period as per partners convenience.

In case of group franchising option, cost of advertising will be recovered automatically from the profit part at the franchisee location in month basis.

Payment amounts under this agreement do not include Taxes. Franchisee partners will pay all Taxes applicable to payments between the parties under this agreement.

Payment amounts under this agreement do not include Taxes. Franchisee partners will pay all Taxes applicable to payments between the parties under this agreement.

If the condition is not followed then company will impose a penalty of 0.5% per day which shall be calculated from the date of submission of order form and date of approval.

In the situation that partner has already been received cash against any kind of services but order form is not submitted or order received is not disclosed intentionally, then TALKFEVER may consider this behaviour suspicious or carelessness and may liable to impose penalty as per the recommendation of process compliance team.

In case of group franchising option; this term will not be applicable on the franchising unit partners.

In case of single franchising option or sole franchisee option, tenure of the franchisee will be 5 year. On completion of successful 5 years partnership tenure; company will extend the next 5 year without increasing any fee structure or without any renewal charges. But fresh agreement will be signed with the same terms of agreement. But in case of additional revenue streams or another featured solution added; it may cost to franchisee partner additionally which shall be decided mutually and agreed upon the terms of additional opportunity.

In case of group franchising option; Agreement period will be considered life time which itself understood 10 years of operation. But first 24 months tenure will be considered as lock in period under the contract terms and company policy. After expiry of lock in period; group franchisee partner may plan to exit and may feel freedom of foreclosure of the agreement on the offer terms of the Sarch BAZAR business operation policy.

On expiry of first 24 months lock in period; group franchisee partner may reach on us for foreclosure of the agreement. On consideration of establishment of operation and future upcoming profitable opportunities on the sarch bazar business domain, it is agreed upon and mutually accepted that TALKFEVER will compensate to franchisee partner and will pay an amount equal to paid amount against lump sum royalty fee.

Once the payment is processed in the franchisee partner bank account given, all types of benefits and opportunities shall be closed forever and no any claim will be entertained in future.

In case of sole franchisee option foreclosure clause will not be applicable in any manner and partner can not claim for any compensatory obligations. But company reserves the right to terminate the agreement in case of minimum monthly revenue has not been earned or remain unpaid as per the agreed terms, company may adjust that unpaid amount in the cost of franchisee.

It is agreed mutually in between both the parties that franchisee partner will be profit partner in the following profitable revenue segment within the boundaries of Chandigarh city:

1. Digital services subscriptions (Yes; revenue is included)
2. Online shopping commissionable charges (Yes; revenue is included)
3. Digital services subscriptions (Yes; revenue is included)

1. Premium search subscriptions (Revenue stream not included)
2. Job posting and search solutions (Revenue stream not included)
3. Business listing solutions (Revenue stream not included)

Franchisee partner will have the right or will be eligible to renew this agreement if the franchisee partner is not in breach of terms of this agreement or default under this or any other agreement with sarch bazar business of TALKFEVER, and has paid all outstanding amounts owed to TALKFEVER.

On the expiration or termination of this agreement, TALKFEVER may purchase from franchisee partner; some or all of the assets used during the period of franchised business executions and operations.

In case of group franchisee option; exit plan and compensatory obligations has already been covered under this clause of option to purchase assets. Franchisee partner has already agreed this term at the time of signing this agreement and will not have any additional claims in this regard and TALKFEVER reserves the right to have the ownership right of the particular assets.

Sarch Bazar possess all rights to purchase any assets under the franchising partnership program and shall pay for each asset the fair market value of the asset as per the determination of the effective date of purchase and accounting for reasonable depreciation @ 12% per annum and condition of the asset.

Sarch Bazar reserves the right to hold the same location and identity of business operation within the city as it is in case of termination due to breach of agreement or expiry of agreement or successful completion of agreement tenure.

It is also agreed upon that Sarch Bazar can only have first right to purchase asset on aforesaid terms and condition on its own discretion but neither be forced nor compelled to purchase the assets.

It is further agreed upon that franchisee partner cannot remove the business identity before the 90 days in case of Sarch Bazar is not interested to purchase the assets or rental terms of property owners whatsoever.

4.3.5 If the parties are unable to agree on the fair market value of the assets within 30 Business Days of receipt of notice by the concerned franchisee partner to exercise its option to purchase, the fair market value will be determined by three professionally certified appraisers, one selected by each party, and the third selected by the two the parties selected.

MUTUAL REPRESENTATION

"Term" means the Initial Term or the then-current Renewal Term.

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Existence: The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Execution and Delivery: The parties have duly executed and delivered this agreement by best of their knowledges and belief for better understanding, collective efforts and expansion of business operation with strongly favour of building relationship, fulfilling commitments, providing high level of customer satisfaction, maintaining healthy and friendly work environment and committed to meet the objectives to grow together.

Execution and Delivery: The parties have duly executed and delivered this agreement by best of their knowledges and belief for better understanding, collective efforts and expansion of business operation with strongly favour of building relationship, fulfilling commitments, providing high level of customer satisfaction, maintaining healthy and friendly work environment and committed to meet the objectives to grow together.

No Conflicts: Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.

No Breach Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under its articles, bylaws, or any unanimous shareholders agreement, any Law to which it is subject, any judgment, Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on.

Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

Maintenance: Sarch Bazar has properly maintained the Proprietary Marks, and paid all applicable maintenance and renewal fees.

No Prior Grant or Transfer: Sarch Bazar has not granted and is not obligated to grant any license to any third party that would conflict under this agreement, or assigned or otherwise granted, and is not obligated to assign or otherwise grant, any of its rights or interest to any third party that would conflict with the operation under this agreement.

No Infringement: The Proprietary Marks do not infringe the Intellectual Property rights or other rights of any third party.

The Proprietary Marks do not infringe the Intellectual Property rights or other rights of any third party.

Maintenance. If the Franchise Location is damaged, franchisee partner or its authorized person shall promptly repair the damage.

Insurance. Franchisee partner shall obtain and maintain the insurance policies for covering the office premises and asset protection.

Initial Training. Franchisee partner shall complete initial training programs, current training guidelines and costs, at the next scheduled training class after the Effective Date.

Employee Training. Before allowing any Person to hold a management position at the Franchised Business, Franchisee partner shall require that Person complete initial training programs.

Update Training. Franchisee partner shall attend and complete annual update training programs, according to Sarch Bazar guidelines and manuals.

Sarch Bazar officials may inspect the franchisee location, books, records and tax returns with or without prior notice during the normal business hours.

Franchisee partner shall employ a sufficient number of trained and competent employees to ensure sufficient service to Sarch Bazar customer, market partners, brand listing and other online model users.

No employee of franchisee partner will be deemed an employee of Sarch Bazar.

But in case of group franchisee location; Sarch Bazar will recruit sufficient employees to deliver all necessary services on behalf and in support of group franchisee partners.

Franchisee partner shall, at its expense, provide to Sarch Bazar management, a reviewed or audited profit and loss statement and balance sheet for the Franchised Business within [60] Business Days of the end of each fiscal year.

At the Franchise Location, Franchisee partner will not engage in any business except for the Franchised Business, or allow the location to be used for any immoral or illegal purpose or activity.

Operate According to Manuals. Franchisee partner shall operate the Franchised Business according to the Manuals.

Confidentiality of Manuals. Franchisee partners shall treat the Manuals and all information contained in them as Confidential Information, subject to the confidentiality obligations under the attached Non-Disclosure Agreement referred to in section.

Copying of Manuals. Franchisee partner will not copy, duplicate, record or otherwise reproduce the Manuals or any information in the Manuals, without Sarch Bazar’s written consent.

Right to Revise Manuals. Sarch Bazar may revise the Manuals or any part of a Manual.

Deliver Revised Manuals. Promptly after making any revision to a Manual, Sarch Bazar shall deliver the revised Manuals to franchisee partner.

Comply with Revised Manuals. Within a reasonable time of receiving revised Manuals from Sarch Bazar, Franchisee Partner shall ensure that all operations of the Franchised Business comply with the revisions.

Provide Operating Assistance. Sarch Bazar shall provide Franchisee Partner with operating assistance, including on reasonable request, consulting by telephone regarding franchise sales, support, and assistance, and providing access to franchise sales advertising and promotional materials.

Notification of Offer. Franchisee Partner will have an extraordinary offer that partner may transfer his full or partial franchised business location or part of franchisee unit with same terms and conditions under the provision of resell of business opportunity at the cost determined by the franchisee partner.

The owner of the franchised business location or owner of the franchisee units shall promptly notify Sarch Bazar in writing if any person or firm with an interest to enter into this agreement, receives and desires to accept any bona fide offer to purchase all or any part of his or its interest in the Franchised Business.

If the transfer request is accepted by Sarch Bazar ; existing franchisee partner may receive the amount whatsoever it may be from third party in his/her bank account. Sarch Bazar will not ask about the offer price and never claim on the same in future. Sarch Bazar shall only approve the transfer on request of existing franchisee owner and portion of the franchising units will be transferred on account of third party introduced and requested to transfer by existing franchisee partner.

Within [30] Business Days' after receiving notice of an offer from franchisee partner, Sarch Bazar may exercise the execution of MOU signing with the Person expressing the interest in franchisee partner’s offer, the interest subject to the proposed transfer on the same terms and conditions. Sarch Bazar or its designated directors or authorized persons shall be entitled to receive the representations and warranties customary to the sale of a similarly sized business and shall not be responsible for the payment of any broker commission or other transactional fee.

Acknowledgement of Personal Nature of Agreement. Franchisee partner acknowledges that the rights and duties created by this Agreement are personal to franchisee partner (or its shareholders or partners if franchisee partner is a corporation or partnership), and that Sarch Bazar has entered into this Agreement in reliance upon Sarch Bazar's perceptions of the individual or collective character, skill, aptitude, attitude, business ability, and financial capacity of existing franchisee partner (or its shareholders, members, managers, or partners). The entitlement of the offers of opportunities given by Sarch Bazar shall only be applicable for first franchisee partner which are not transferable in any case or in any manner and any offer will not be given to the person who is looking opportunities in existing franchisee partner in full or partial option.

Conditions for Approval of Transfer. Sarch Bazar will not be required to approve a proposed transfer unless existing franchisee partner (and its owners) are in full compliance with this agreement, and the following conditions are met before Sarch Bazar's approval of the transfer:

1. the transferee has sufficient business experience to operate the Franchised Business;
2. Existing franchisee partner has paid all fees due under this agreement;
3. the transferee executes a written assumption of all rights, duties, and obligations of existing franchisee partner under this agreement; and

"Accounting Period" is defined in section [PAYMENT OF ROYALTIES].

"Affiliate" of any Person means, at the time the determination is made, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with that Person.

"Books and Records" means all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, lists of parties to and prospects for franchise agreements, supplier lists, production data, quality control records and procedures, customer complaints, inquiry files, research, development files, records, data (including all correspondence with any Governmental Authority), sales material and records (including pricing history and sales and pricing policies and practices), strategic plans, marketing and promotional surveys, and material, research, and files relating to the intellectual property.

"Business Day" means a day other than a Sunday, or national holiday will be schedule working day and franchisee office must be open and remain operative.

"Disclosure Schedule" means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party. The inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty will not by itself be deemed an admission by a party that such item is material.

"Effective Date" is defined in the introduction to this agreement.

"Franchise Location" is defined in section [FRANCHISE GRANT].

"Franchised Business" is defined in section [FRANCHISE GRANT].

"Governmental Authority" means

1. any local, state, central or foreign government, and any political subdivision of any of them,
2. any agency or instrumentality of any such government or political subdivision,
3. any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of Law), or
4. any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

1. trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
2. copyrights, including all applications and registrations related to the foregoing,
3. trade secrets and confidential know-how,
4. patents and patent applications,
5. websites and internet domain name registrations; and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Law" means

1. any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and
2. ) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Manuals" means Sarch Bazar's operations manuals regarding the development, operation, and marketing of the Franchised Business.

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party's business.

"Person" includes

1. any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
2. any individual.

"Royalties Fees" is defined in section [PAYMENT OF ROYALTIES].

"Subsidiaries" means any legal entity that

1. a party owns more than 50% of the entity's outstanding voting securities or equity interests, or
2. of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Tax Return" includes any report, return, declaration, or other information statement relating to Taxes required to be supplied to a Governmental Authority, including any schedule or attachment thereto, and including any amendment thereof.

Waiver: Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights.

Entire Agreement: The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement, epresent the final expression of the parties' intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and replace all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement.

Binding Effect: This agreement /plan will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Amendment: This agreement can be amended only by a writing signed by both parties.

Severability: If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Accounting Principles: Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined.

Currency: Unless otherwise specified, for Indian market, currency will be represented in Indian Rupees (INR) and for other countries; all dollar amounts is expressed in this agreement refer to American currency.

"Knowledge": Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement, is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means: actual knowledge of the directors and officers of that party, and the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

“Statutes” Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

“Statutes” Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Arbitration: Any dispute or controversy arising out of this agreement and any subject, clause, sub clause or otherwise will be settled by arbitration in Madhya Pradesh, according to the rules of the Indian Government and jurisdiction will be Gwalior only.

Consent to Jurisdiction: Each party hereby irrevocably consents to the exclusive, non-exclusive jurisdiction and venue of Indian court located in Gwalior, Madhya Pradesh, (India) in connection with any matter arising out of this agreement/plan or the transactions contemplated under this agreement / plan.

Notices

The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party's address for the purposes of this section. A notice given under this agreement will be effective on the other party's receipt of it, or if mailed, the earlier of the other party's receipt of it and the fifth business day after mailing it.