PART - III - Udyog Bandhu

7. IndemnityThe indemnity provision in connection with this Engagement are set out in the attachedSchedule I (the “Indemnity”) and forms a part of this Agreement8. DisqualificationIf subsequent event(s) makes (ADVISOR NAME) liable for disqualification fromengagement, then a notice of 15 days may be given by GoUP to (ADVISOR NAME) tocure the disqualification and/or eliminate the conflicts of interest and if after the expiry of15 days notice, the said disqualification is not cured, then GoUP may, at its option,terminate this Agreement with cost if (ADVISOR NAME) fails to withdraw from thetransaction.9. SeverabilityEach provision of this Agreement and the Indemnity is severable and, if any provision is orbecomes invalid or unenforceable or contravenes any applicable regulations or law, theremaining provisions will not be affected.10. Amendments and ModificationsThis Agreement constitutes the entire understanding between both parties relating to theTransaction and it shall not be amended or modified except as agreed in writing by boththe GoUP and (ADVISOR NAME).11. NoticeAny notice or other communication required to be given pursuant to this Agreement shallbe in writing and shall be sufficiently given or served if delivered by hand or by courierwith acknowledgement or faxed at the numbers given below or sent by registered post tothe respective persons at the addresses given below:Director & Head of Corporate Finance & Advisory(ADVISOR NAME) ------------------------------------SecretaryDepartment of _____________(Administrative Department of Concerned PSU)Sachivalaya,Lucknow.12. Dispute ResolutionAny controversy or dispute which arises between the parties to this Agreement concerningits construction or application, or the rights, duties or obligations of any party hereundershall be referred to arbitration subject to procedures set out in Schedule II attached heretowhich forms integral part of this engagement Agreement.118