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AGREEMENT FOR WEB AGGREGATOR SERVICES

This Agreement is executed into on this 21st day of December, 2018:

BETWEEN

Mangotree Insurance Web Aggregators Private Limited a Company incorporated under the
provisions of Companies Act, 1956,and having its registered office at Sco-220, 2nd floor, Sector-12,
Karnal, Haryana 132001 (hereinafter called "Web Aggregator" with IRDA approval No:
IRDAI/WB35/2016 , which expression shall unless it be repugnant to the subject or context means and
includes its successors-in-interest and permitted assigns) OF THE ONE PART
AND
IFFCO TOKIO General Insurance Co. Ltd. a Company incorporated under the provisions of Companies
Act, 1956, having its corporate office at IFFCO TOKIO General Insurance Co. Ltd., IFFCO Tower, Plot
No.3, Sector 29, Gurgaon, Haryana - 122001 (hereinafter called party, which expression shall unless
it be repugnant to the subject or context means and includes its successors-in-interest and permitted
assigns).

WHEREAS, IFFCO TOKIO General Insurance Co. Ltd., is an insurer duly authorized to undertake the
business of general insurance in India in accordance with the provisions contained in the Insurance
Act, 1938, the
Act 1999 and the regulations framed there under.

AND WHEREAS Web Aggregator is duly approved Web Aggregator under the IRDA Guidelines on
Web Aggregators vide _________________________Circular No: . vide regulations bearing no. as F.
No. IRDAI/WB35/2016.— or any amendment or re-enactment thereof.

AND WHEREAS the Web Aggregator maintains/owns a website viz www.quickbima.com and
provides information pertaining to insurance products and price comparisons of products of different
Insurers and offers Leads to an Insurer / Insurance Broker

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AND WHEREAS Mangotree Insurance Web Aggregators Private limited wishes to sell Iffco-Tokio’s
insurance products online through its website www.quickbima.com

AND WHEREAS both the parties have mutually agreed to enter into this Agreement (as defined
herein below) to record their understanding on the matters relating to availing the services of
Aggregator and also obtain Leads from the Web Aggregator on terms and conditions mentioned.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS

1. DEFINITIONS:
In this Agreement, the following words and expressions shall have the meanings assigned to
them respectively hereafter:
a) "Insurance Act" means the Insurance Act, 1938 (Act No. 4 of 1938) as now enacted or as
the same may from time to time be amended, re-enacted substituted or replaced, and
the rules and regulations made there under;
b) "Agreement” means this Agreement together with its Annexure and instruments
supplemental to or amending, modifying or confirming this Agreement in accordance
with the provisions of this Agreement;
c) "Business” means the process of solicitation or sale of IFFCO TOKIO General Insurance
Co. Ltd. products or services from the preference/details of the customer provided by
the Web Aggregators to IFFCO TOKIO General Insurance Co. Ltd.
d) "Governmental Authority" means any government authority, regulatory authority,
government department, agency, commission, board, tribunal or court or other law, rule
or regulation-making entity having or purporting to have jurisdiction on behalf of any
nation, or state or other subdivision thereof or any municipality, district or other
subdivision thereof;
e) "IRDA Guidelines" means the Insurance Act, the Insurance Regulatory and Development
Authority Act, 1999 [IRDA Act] as amended or re-enactment thereto and all the rules
and/or Regulations/guidelines framed under Insurance Act/IRDA Act, and Guidelines on
Web Aggregators vide regulations bearing no. as F. No. IRDAI/WB35/2016.— or any
amendment or re-enactment thereof. "IRDA” means the Insurance Regulatory and
Development Authority established under section 3 (1) of the IRDA Act;
f) "Law(s)" mean all applicable laws, by-laws, rules, regulations, orders, ordinances,
protocols, codes, binding guidelines, policies, notices, directions and judgments or other
requirements of any statutory authority.
g) “General Insurance Products” means products relating to Non-life insurance business
introduced by IFFCO TOKIO General Insurance Co. Ltd from time to time; or products
created exclusively for customers by IFFCO TOKIO General Insurance Co. Ltd, and
includes any renewals, upgrades thereof (whether by adding features, benefits, riders,
or otherwise) and any other amendment or variation there to;
h) “Parties” means, collectively, IFFCO TOKIO General Insurance Co. Ltd, or Web Aggregator
and “Party” means any one of them;
i) “Person” means any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, company, partnership,
limited liability company, joint venture, Governmental Authority or trust or any other
entity or organization;

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j) “Representative of any Person” means any director, officer, employee, agent,
consultant, advisor, or other representative, including legal counsel, accountant or
financial advisor, of such Person;
k) “Lead” means information pertaining to a client who has accessed the website of a web
aggregator and has submitted contact information of any kind, for obtaining information
on prices or features/benefits of insurance products.
l) “Third Party” means any Person that is not a signatory to this Agreement.
m) “Website” means website owned and maintained by Web Aggregator viz.
www.quickbima.com in which features of various insurance products are displayed and
compared.

2) SCOPE OF SERVICES TO BE PROVIDED BY WEB AGGREGATOR:

It is hereby agreed between the Parties that during the term of this Agreement, the Web Aggregator
shall provide its services mentioned below:

a) Display in the web site of Web Aggregator the information pertaining to various general
insurance products of IFFCO TOKIO General Insurance Co. Ltd. In this regard IFFCO TOKIO General
Insurance Co. Ltd will share its product information and premium rates with Web Aggregator and
the information so shared will match with the product approved by the Authority.
The Product information displayed by Web Aggregator on its web site shall be authentic and be
based solely on information received from IFFCO TOKIO General Insurance Co. Ltd. Product
comparisons that are displayed by Web Aggregator in its web site shall be up to date and reflect
a true picture of the products. Web aggregators shall not display ratings, rankings, endorsements
or bestsellers of insurance products on its website. The content of the websites of the web
aggregators shall be unbiased and factual in nature; In the editorials or at any other location in
the website of Web aggregator, the Web Aggregator shall desist from commenting on IFFCO
TOKIO General Insurance Co. Ltd or other insurers or IFFCO TOKIO General Insurance Co. Ltd
products or the products of other general insurers.
b) Display in the web site of Web Aggregator the amount of premium at which IFFCO TOKIO General
Insurance Co. Ltd will sell its general insurance products/services to the public at large. The
Price/premium information displayed by Web Aggregator shall be authentic and be based solely
on information received from IFFCO TOKIO General Insurance Co. Ltd.
c) Display in the web site of Web Aggregator the amount of premium of IFFCO TOKIO General
Insurance Co. Ltd in the price comparison [with other general insurers] charts/tables with other
general insurers. In the Price/premium chart/table displayed by Web Aggregator the mentioned
premium of IFFCO TOKIO General Insurance Co. Ltd shall be authentic and be based solely on
information received from IFFCO TOKIO General Insurance Co. Ltd.
d) Provide the Leads to IFFCO TOKIO General Insurance Co. Ltd., in this regard Web Aggregator
agree that:
(i) It shall prominently display in its Website the name of IFFCO TOKIO General Insurance Co.
Ltd and other insurers with whom it has an agreement to refer Leads.
(ii) It shall disclose prominently on the home page of its Website that the client/visitor’s
particulars could be shared with IFFCO TOKIO General Insurance Co. Ltd /insurers/insurance
brokers.
(iii) Must be shared through a Lead Management Systems (LMS)
(iv) On conversion of lead into a policy, Insurer must post back the policy details on the LMS of
the Insurance Web Aggregator from whom the lead was received.

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(v) It shall transmit the data/Leads of clients to IFFCO TOKIO General Insurance Co. Ltd not
later than three days of visit by the Client to the web site. The data/Leads to be provided
by Web Aggregator to IFFCO TOKIO General Insurance Co. Ltd shall, inter alia, contain the
different data elements such as name of prospect / client (visitor of the web site), contact
details, residential and permanent address of client, which type of product information are
requested by client, whether the client is individual or corporate client, is there any time
preference given by client for contacting him etc.,
(vi) Once the data/Leads of clients is received by IFFCO TOKIO General Insurance Co. Ltd from
Web Aggregator, then IFFCO TOKIO General Insurance Co. Ltd shall be entitled to call the
respective client and solicit and procure insurance business for IFFCO TOKIO General
Insurance Co. Ltd.
(vii) It shall not transmit the Leads/data of a client to IFFCO TOKIO General Insurance Co. Ltd if
the client has preferred the product of any insurance company other than IFFCO Tokio
General Insurance Co. Ltd.
(viii) If the client shows interest in buying insurance but does not prefer any particular Insurer,
then Web Aggregator shall not transmit the Lead to more than three general Insurers [of
which IFFCO TOKIO General Insurance could be one] or one insurance broker.
(ix) It shall transmit the Leads/data of clients in a secure manner to IFFCO TOKIO General
Insurance Co. Ltd and the Web Aggregator shall while transmitting the data/Leads of clients
to IFFCO TOKIO General Insurance Co. Ltd, (a) take all reasonable precautions to secure the
information of clients from unauthorized access and misuse; (b) transmit the data/Leads
with a reasonable level of suitability, reliability and correctness, and; (c) transmit the
data/Leads in compliance with generally accepted I.T. security procedures as per
Information Technology Act, 2000 read with the Information Technology (Reasonable
security practices and procedures and sensitive personal data or information) Rules, 2011
together with amendments/modifications thereto from time to time and all other
applicable rules.
(x) The default/home page of the Website of the Web Aggregator shall clearly and prominently
provide links to the product comparison charts and tables for each category of products
covered by it. The visitor to the Website of Web Aggregator should be given clear product
options to choose from and once a particular option is chosen, a product comparison chart
relevant to his choice shall be displayed. The product comparison chart shall have, inter-
alia, columns to display (i) the premium quoted by each insurer relevant to the age, health
and other personal details of the client, for the product category, policy/premium term,
quantum of cover etc., chosen (ii) the default underwriting requirements such as medical
examination, diagnostics or other documents (iii) exclusions, limits or other conditions, if
any (iv) key features of the product chosen by client.
(xi) Web Aggregator shall not carry any advertisements or sponsored content in its Website.
(xii) The onus of complying with IRDA guidelines and other legal requirements for providing the
services under this agreement is solely on the Web Aggregator.

3) REPRESENTATIONS AND WARRANTIES OF THE WEB AGGREGATOR:


Web Aggregator hereby represents and warrants to and covenants as follows:
a) It has duly approved by IRDA under the Guidelines on Web Aggregators vide regulation bearing
no. as F. No. IRDAI/WB35/2016 or any amendment or re-enactment thereof. .
b) It owns and maintains the Website www.quickbima.com for which it has agreed to provide its
services under this Agreement.

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c) It is a registered as a Insurance Self Network Platform (ISNP) and compliant to all the
requirements as specified under the Ecommerce Guidelines by IRDA issued in March 2017.
d) It shall provide/perform its services and obligations under this Agreement in the most efficient
and effective manner.
e) The Insurance Web Aggregator shall submit the application for renewal of registration to the
Authority in Form F (Application for renewal of certificate of registration of insurance Web
Aggregator) of Schedule II at least thirty days before the expiry of the registration. However,
the Insurance Web Aggregator may apply for renewal, ninety days before the expiry of the
registration in the manner specified by the Authority.
f) The Web Aggregator is duly incorporated, validly existing and in good standing under the laws
of India and has full power and authority to enter into this Agreement and to perform each and
every covenant and term herein contained.
g) This Agreement has been duly executed and delivered by the Web Aggregator and constitutes
a valid, binding and legally enforceable document.
h) The execution and delivery of this Agreement and the performance of the covenants and terms
herein contained are not limited or restricted by and are not in conflict with any contract,
agreement or other instrument to which the Web Aggregator is bound nor shall enter into any
agreement or undertake any obligation which limits, restrict or are in conflict with provisions
of this agreement And in case of existence of any conflict, provisions of this agreement shall
have the priority over any such agreement.
i) The Web Aggregator shall continue to comply with all rules, regulations, statutes and other
applicable laws in connection with its providing the Services.
j) In the Website of the Web Aggregator:
(a) It shall display the particulars of validity of approval obtained from IRDA on its Website.
(b) It shall state clearly and unequivocally that insurance is the subject matter of solicitation.
k) The Web Aggregator shall maintain such net worth as is required under IRDA guidelines.
l) The Web Aggregator has no and shall not have a referral arrangement with IFFCO TOKIO
General Insurance Co. Ltd.
m) The Web Aggregator hereby state and declare that it is not and shall not be (a) licensed /
registered as an insurance agent of any insurer, (b) having any referral agreement with any
insurer, (c) a corporate agent of any insurer, (d) micro insurance agent of any insurer, (e) Third
Party Administrator [TPA] of any insurer, (f) surveyor for any insurer, (g) loss assessor for any
insurer (h) an Insurance Broker under the IRDA Regulations framed by the Authority, (i) related
party of IFFCO TOKIO General Insurance Co. Ltd.
n) Web Aggregator shall maintain the records and the reports of its activities in terms of the
guidelines of IRDA under this agreement with IFFCO TOKIO General Insurance Co. Ltd on daily,
weekly and monthly basis as may be advised by IFFCO TOKIO General Insurance Co. Ltd from
time to time. Provided that the records and reports as to providing the Leads to IFFCO TOKIO
General Insurance Co. Ltd shall be maintained on daily basis. These records and reports shall
be made available to IFFCO TOKIO General Insurance Co. Ltd.
o) The Web Aggregator agrees and undertakes that it shall immediately inform IFFCO TOKIO
General Insurance Co. Ltd about any orders or directions of IRDA either for violation of Web
Aggregators vide regulation bearing no. as F. No. IRDAI/WB35/2016 or any amendment or re-
enactment thereto or for violation of any other IRDA guidelines.
p) The Web Aggregator agrees and undertakes that it shall allow IRDA to inspect the premises of
Web Aggregator to ascertain and see how activities are carried on and also to inspect books,
or the files, records, documents, web site maintained by it.

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q) The Web Aggregator agrees and undertakes that it shall file this agreement with IRDA within
fifteen days from the date of execution of this agreement as per regulations bearing no. as F.
No. IRDAI/WB35/2016 or any amendment or re-enactment thereto
r) The Insurance Web Aggregator shall keep the agreement ready for inspection as and when
desired by the Authority and shall intimate the same to ITGI in advance.
s) The Web Aggregator or any of its employees shall not make calls/SMS on behalf of IFFCO TOKIO
General Insurance Co. Ltd to Clients/visitors. If the Web Aggregator fails to ensure the
compliance of this clause, then it shall be solely responsible of its actions for any and all
violations or actions by TRAI/DoT or IRDA or any resultant consequences, fines, penalties
imposed from time to time. In this regard the Web Aggregator hereby declare, agree and
undertake that IFFCO TOKIO General Insurance Co. Ltd is in no way liable or be responsible for
violation of this clause and also hereby indemnifies and keep IFFCO TOKIO General Insurance
Co. Ltd indemnified in all respects.
t) The Insurance Web Aggregator shall maintain/preserve recordings of all the tele-calls for a
period of 5 years.
u) The Telemarketer shall maintain records of all the Authorized Verifier employed by them along
with their training and assessment particulars.
v) The tele-marketer shall keep a copy of the PAN/ Aadhaar card of the Authorized Verifier as his
identity proof.
w) The records under (r) & (s) above shall be open to inspection by the Authority.

4) REPRESENTATIONS OF INSURER:
IFFCO TOKIO General Insurance Co. Ltd is duly licensed by IRDA to do general insurance business
in India and it will keep its license renewed with IRDA, from time to time.

5) FEES PAYABLE TO WEB AGGREGATOR:


Remuneration shall be payable to Web Aggregators by Insurer in compliance with the
following provision:
a) The payment of remuneration to or receipt of remuneration by an Insurance Web Aggregator
shall be governed by the regulation bearing no. as F. No. IRDAI/WB35/2016 or any
amendment or re-enactment thereto.
b) Web Aggregators undertaking outsourcing functions to provide ‘Insurance Services’ as per
Form U (Insurance outsourcing services that can be undertaken by Insurance Web
Aggregators) of Schedule VII of the regulations in respect of policies procured through them.
In such instances; IFFCO TOKIO General Insurance Co. Ltd will pay the web aggregator
reasonable service charges at at mutually agreed rates fixed in the service agreements with
the Insurance Web Aggregators.
c) Upon renewal of Policy, no fees/remuneration is payable by IFFCO TOKIO General Insurance
Co. Ltd to Web Aggregator for second and subsequent years. However, for the purposes of
general insurance and health insurance it is clarified that renewal commission is payable on
annual insurance policies such as motor insurance, health insurance and other similar
policies provided the insurance policies are renewed without any break.
d) IFFCO TOKIO General Insurance Co. Ltd shall not pay any remuneration to Web Aggregator
(i) towards Lead generation ii) after termination of this agreement (ii) after the lapse of
validity of approval given by the Authority to the Web Aggregator under IRDA circular
guidelines vide regulation bearing no. as F. No. IRDAI/WB35/2016 or any amendment or re-
enactment thereto.

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e) IFFCO TOKIO General Insurance Co. Ltd shall not be liable to pay any other amount towards
maintenance of data base, infrastructure, training, entertainment, development,
communication, advertisements, sales, promotion and towards any other expense.

6) TERM OF AGREEMENT

6.1 Shall be valid for a period of 36 months from effective date.

6.2 The Agreement shall come into effect from the date of signing of this Agreement.

6.3 In case an Insurance Web Aggregator wishes to terminate arrangement with any insurer, they
may do so after informing the insurer and the Authority, the reasons for termination of
arrangement. In such cases, they shall ensure that the policies solicited and placed with the
insurer are serviced by the insurer till the expiry of policies;

6.4 In case an insurer wishes to terminate the arrangement with any Insurance Web Aggregator, they
may do so after informing the Insurance Web Aggregator by giving a notice of 30 days in writing
and also to the Authority, the reasons for termination of the said arrangement. . In such cases,
the concerned insurer shall take the responsibility of servicing the policies sourced by the
Insurance Web Aggregator; Provided however all dues and monies payable by the parties to each
other which have become due during the subsistence of this Agreement during which
approval/renewal of approval of IRDA to Web Aggregator is in place, shall survive the
termination. Provided that in case of Web Aggregator’s breach of terms and conditions, IFFCO
TOKIO General Insurance Co. Ltd shall have right to terminate this Agreement with immediate
effect which is apart from taking suitable steps against Web Aggregator for such breach. Upon
termination all the materials provided by the Company during the course of its business shall be
returned by the Web Aggregator immediately.

6.5 Notwithstanding the above the Agreement shall be reviewed to comply with IRDA
guidelines from time to time.

7) ASSURANCES AND UNDERTAKINGS BY WEB AGGREGATOR:

Web Aggregator assures IFFCO TOKIO General Insurance Co. Ltd that during its participation in the
process to negotiate and create this Agreement, as well as during and after execution and
performance of this Agreement, it will observe the following principles:

7.1 Web Aggregator shall not (i) make an offer, payment, promise to pay, or authorize the payment
of any money, including kick-backs, quid pro, or an offer, gift, promise to give, or authorize the
giving of anything of value to any government official, or family member, political party, party
official or representative of a state-owned enterprise for the purpose of wrongfully influencing
the recipient, obtaining or retaining business, or for securing or obtaining any improper
business advantage, or (ii) permit or authorize any other action to be taken, including any other
action in connection with the conduct of their business and the transactions contemplated
under this Agreement, which would cause the Web Aggregator, IFFCO TOKIO General
Insurance Co. Ltd and/or any of either of its Affiliates or Group Companies to be in violation of

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any applicable anti-bribery/ prevention of corruption laws or any other applicable laws,
including Indian penal Code, as amended, from time to time.

7.2 Web Aggregatorshall disclose to IFFCO TOKIO General Insurance Co. Ltd and/or any of its
Affiliates or Group Companies, all payments [if made] it has made, is obligated to make or
intends to make to any agents, brokers or other intermediaries in connection with the
awarding of this Agreement. IFFCO TOKIO General Insurance Co. Ltd shall have the right to
continuous monitoring and assessment of the activity undertaken by Web Aggregator which is
within the scope of this Agreement.

7.3 If Web Aggregator gains knowledge of any conduct by one of its employees, sub-contractors,
independent consultants or agents which constitutes bribery or corruption according to this
Clause, or if Web Aggregator has specific suspicion of such conduct, it shall immediately inform
IFFCO TOKIO General Insurance Co. Ltd and/or any of its Affiliates or Group Companies and/or
the representative of such knowledge and information thereof.

7.4 Web Aggregator assures to the best of its knowledge that no previous violations of this Clause
have been committed with regard to any and all work performed on behalf of, or pursuant to
any oral or written agreement with IFFCO TOKIO General Insurance Co. Ltd and/or any of its
Affiliates or Group Companies. IFFCO TOKIO General Insurance Co. Ltd reserves the right to
verify, either itself or through qualified third parties instructed by it, Web Aggregator’s
compliance with this Article by way of audit controls and in this regard Web Aggregator hereby
agree to allow such audit by IFFCO TOKIO General Insurance Co. Ltd for the limited purpose of
this Clause. IFFCO TOKIO General Insurance Co. Ltd will provide the Web Aggregator with
reasonable prior written notice of an audit, if any. IFFCO TOKIO General Insurance Co. Ltd will
conduct such audits only during normal business hours and in a manner that will result in a
minimum of inconvenience and disruption to Web Aggregator’s business operations. IFFCO
TOKIO General Insurance Co. Ltd will not be entitled to audit (i) data or information of other
customers or clients of the Web Aggregator; (ii) any cost information; or (iii) any other
confidential information of Web Aggregator that is not relevant in the context of the audit for
the purposes of this Clause.

7.5 The Web Aggregator assures that, the aggregate holdings of equity shares or contribution of
the Insurance Web Aggregator by foreign investors, including portfolio investors, shall not
exceed forty-nine per cent of paid-up equity capital of Insurance Web Aggregator at any time
or such foreign investment limit as prescribed by the respective authority.

8) GOVERNING LAW

This Agreement shall be governed, construed and enforced in accordance with the laws of India.
Subject to the provisions of clauses of this Agreement, and all matters arising there from or incidental
thereto shall be subject to the exclusive jurisdiction of the courts at Pune.

9. Entire Agreement

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This Agreement constitutes the entire agreement between the Parties relating to the matters
discussed herein and supersedes any and all prior oral discussion and /or written correspondence or
agreements between the Parties.

10) AMENDMENTS

Any change in the terms of this Agreement, shall be subject to mutual agreement between the parties
expressed in writing and signed by both parties. No amendment, variation or waiver of this
Agreement or any provision of this Agreement shall be effective unless it is in writing and duly
executed by the officers/executives duly authorized by IFFCO TOKIO General Insurance Co. Ltd and
Web Aggregator. Waiver of present rights by any party shall not constitute waiver of requirements
by the other party to comply with the terms of this Agreement or a waiver of future rights or rights
otherwise occurring due to the instant breach.

Provided however, where amendments is required due to any clauses of this agreement being
contrary to IRDA guidelines and or where IRDA guidelines are not duly taken care by this agreement
then such IRDA guidelines/amendments/modifications to IRDA guidelines shall form part and parcel
of this agreement without any need to execute any addendum it being understood all the IRDA
guidelines are expressly included to be part and parcel of this Agreement.

11) CONFIDENTIALITY & NONDISCLOSURE:

For the purpose of scope of services to be provided by Web Aggregator under this agreement, IFFCO
TOKIO General Insurance Co. Ltd will be required to furnish confidential information, materials,
documents and policies regarding their various products, prices and services which inter-alia may
contain innovative products and further IFFCO TOKIO General Insurance Co. Ltd may also be required
to furnish various details regarding marketing, pricing etc. in respect of such Insurance Products.
Considering the importance of confidentiality to be maintained, to the extent the above information
is not kept in the web site of Web Aggregator for the purpose of product information, price
comparison etc., the Web Aggregator expressly agreed to maintain complete confidentiality of all
such confidential information, documents, policies, etc. as may be submitted to them by IFFCO TOKIO
General Insurance Co. Ltd, except when it is put in the Website in accordance with the new regulation
bearing no. as F. No. IRDAI/WB35/2016 or any amendment thereof.

So also the Web Aggregator shall maintain strictest confidentiality and trust of data/Leads of the
clients provided by Web Aggregator to IFFCO TOKIO General Insurance Co. Ltd and same data/Leads
of clients shall not be shared or provided in any way to any other general insurer or insurance broker
or any licensed individual agents, corporate agents or any other third party. Web Aggregator shall
not use the data/Leads of clients provided to IFFCO TOKIO General Insurance Co. Ltd for any other
purpose of whatsoever either by itself or through any other third party. For the purpose of this
Clause, the term Confidential Information shall also include all information/data/Leads of clients
(verbal or documented) received by Web Aggregator or its employees/representatives whether
directly under this Agreement or incidentally thereto, and any derivatives made thereof.

This obligation of Web Aggregator to maintain the Confidential Information in strict confidence shall
survive the expiration or termination of this Agreement.

12) INDEMNITY:

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Without prejudice to any other terms and conditions and the obligations, duties and responsibilities
that are contained in this Agreement, Web Aggregator shall indemnify and keep indemnified and
hold harmless and effectively indemnified IFFCO TOKIO General Insurance Co. Ltd against all claims,
costs, expenses, losses, damages and liabilities (including third party liabilities) and to defend
proceedings (including, without prejudice to the generality of the foregoing, all reasonable costs and
expenses which the Aggrieved Party may reasonably incur in defending any proceedings) arising due
to (a) any breach of whole or any one of the terms, provisions, sections, clauses, conditions and
stipulations of this Agreement or act or omission or commission of the Web Aggregator in relation to
providing the services and or complying with duties, responsibilities and obligations under this
Agreement, (b) if there are any disputes as to ownership or entitlement of Web Aggregator to provide
the data/Leads of clients to IFFCO TOKIO General Insurance Co. Ltd, (c) any breach or act or omission
or commission of the own employees/agents of Web Aggregator in relation to providing the services
and or complying with duties, responsibilities and obligations of Web Aggregator under this
Agreement, and (d) any breach of confidentiality as per clause 11 hereinabove. In this regard Web
Aggregator hereby expressly authorizes and empowers IFFCO TOKIO General Insurance Co. Ltd to
deduct or recover the entire costs, expenses, claims, losses, damages, and liabilities from out of any
amount payable by IFFCO TOKIO General Insurance Co. Ltd to Web Aggregator. It is further agreed
that this indemnity is in addition to any other legal remedies that IFFCO TOKIO General Insurance Co.
Ltd may have under law.

13) ARBITRATION

Any dispute, difference or claim arising out of or relating to this Agreement, or any breach or alleged
breach thereof, shall be settled between the parties by negotiation and amicable solution and if not
able to settle amicably, then such disputes shall be finally settled by arbitration, in accordance with
the provisions of the Arbitration and Conciliation Act, 1996, by appointing sole arbitrator with mutual
consent of both parties failing which each party having right to nominate one arbitrator each and the
two nominated arbitrators will together appoint a third arbitrator upon which three arbitrators shall
jointly conduct arbitration proceedings. The arbitration proceedings shall be held in New Delhi. The
cost of the arbitration shall be borne equally by the parties.

14) FORCE MAJEURE:

Neither Party shall be in breach of any of its obligations under this agreement to the extent that its
performance is prevented, physically hindered or delayed by an act, event or circumstance (whether
of the kind described herein or otherwise), which is not reasonably within the control of such Party
(“Force Majeure Event”).

15) SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any


governmental entity, the remaining provisions of this Agreement to the extent permitted by Law
shall remain in full force and effect.

16) NO ASSIGNMENT:

Neither party to this Agreement can assign this agreement, rights and obligations of

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respective parties without written prior consent of other party.

17) AGREEMENT IS ON PRINCIPAL TO PRINCIPAL BASIS:

This Agreement is on a "principal to principal" basis and Web Aggregator shall provide the Services
under this agreement strictly as an "Independent Service Provider". Notwithstanding anything
contained in this Agreement, nothing contained herein is intended to nor shall be deemed to create
any relationship of partnership, or employer & employee, principal & agent [between the parties
hereto or between both parties representatives and employees] joint venture, or any other
relationship except Facilities Provider rendering the services mentioned under this Agreement on
"principal to principal" strictly as an "Independent Service Provider”.

18) RECITALS PART AND PARCEL OF TERMS AND CONDITIONS:

The recitals of this Agreement will form part and parcel of the terms and conditions of this
Agreement.

IN WITNESS WHEREOF BOTH THE PARTIES to this Agreement have SIGNED AND SEALED their
respective hands on the day, month and year first above written in the presence of witnesses.

For Mangotree Insurance Web Aggregators Pvt. Ltd.

_________________________________________
(Authorised signatory name and signature with seal)

For IFFCO TOKIO General Insurance Co. Ltd

__________________________________________
(Authorised signatory name and signature with seal)

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