PART - III - Udyog Bandhu

Schedule I: INDEMINITY1. GoUP hereby agrees to indemnify and hold harmless each of the Indemnified Persons asdefined below from and against any and all expenses (including the fees and expenses ofits counsel), losses, claims, actions, suits, damages, of liabilities, joint or several (includingthe aggregate amount paid in settlement of any action, suit proceeding or claim that maybe made against any Indemnified Person) that any Indemnified person suffers or incurswhich are determined by a judgement of a court or an arbitration of competent jurisdictionto have resulted from any dishonest, illegal or fraudulent act or the wilful default ornegligence on the part of any GoUP indemnified Party as defined below. Subject to theforegoing, the (ADVISOR NAME) agrees that no GoUP Indemnified party shall have anyliability whatsoever (Whether in contract, tort, otherwise) to the (ADVISOR NAME) foror in connection with things done or omitted to be done pursuant to the Engagement.2.(a)Each of (ADVISOR NAME) and the Indemnified Persons agree that promptly afterreceiving a notice of an action, suit, proceeding or claim against any of the IndemnifiedPerson or receipt of a notice of the commencement of any investigation which is based,directly or indirectly, upon any matter in respect of which indemnification may be soughtfrom the GoUP, (ADVISOR NAME) or Indemnified Party will notify the GoUP inwriting of the particulars thereof and, will provide copies of all relevant documentation ofthe GoUP and, unless the GoUP assumes the defence thereof, will keep the GoUPinformed of the progress thereof and will discuss all significant actions proposed. Theomission so to notify the GoUP shall not relieve the GoUP of any liability which theGoUP may have to (ADVISOR NAME) or any Indemnified Person except only to theextent that any such delay in or failure to give notice as herein required prejudices thedefence of such action, suit, proceeding, have under this indemnity had (ADVISORNAME) or any other Indemnified Persons not so delayed in or failed to give the noticerequired hereunder.(b) the GoUP shall be entitled, at its own expense, to participate in and, to the extent it maywish to do so, assume the defence of such action, suit, proceeding, claim or investigation,provided such defence is conducted by experienced and competent counsel. Upon theGoUP notifying (ADVISOR NAME) or any Indemnified Person in writing of its electionto assume the defence and retaining counsel, the GoUP shall not be liable to (ADVISORNAME) or any other Indemnified Person for any legal expenses subsequently incurred bythem in connection with such defence. If such defence is assumed by the GoUP, theGoUP throughout the course of thereof will provide copies of all relevant documentationto (ADVISOR NAME), will keep (ADVISOR NAME) advised of the progress thereof andwill discuss with (ADVISOR NAME) all significant actions proposed.(c ) No Indemnified Person shall admit any liability or settle any action, writ proceeding,claim or investigation without the prior written consent of the GoUP, which shall not beunreasonably withheld. The GoUP will not be liable for any settlement of any action, suit,proceeding, claim or investigation that any Indemnified Person makes without the writtenconsent of the GoUP.(d) The GoUP’s right to assume the defence set out above shall be subject to the followingconditions:iNo admission of liability or compromise whatsoever in connection with the claim or actionmay take place without (ADVISOR NAME)’s prior written consent; which shall not beunreasonably withheld.120