PART - III - Udyog Bandhu

ii Notwithstanding the foregoing, the Indemnified Person shall have the right to employ itsor their own counsel in any such case, but the fees and expenses of such counsel shallbe at the expense of such Indemnified person unless (a) the employment of such counselshall have been authorised in writing by the GoUP in connection with the defence of suchaction, and (b) the GoUP have not employed counsel to take charge of the defence ofsuch action, within a reasonable time after notice of commencement of the action.3. (ADVISOR NAME) hereby assumes full and absolute responsibility for each and everyact or omission of all its directors, officers, employees and agents. Subject to the foregoingand without prejudice to any claim the GoUP may have against (ADVISOR NAME), noproceedings may be taken against any director, officer, employee or agent of (ADVISORNAME) in respect of any claim the GoUP may have against (ADVISOR NAME).3. (ADVISOR NAME) hereby agrees to indemnify and hold harmless each of the Company,the GoUP, their directors, officers and employees (collectively the “GoUP IndemnifiedParties”) and (individually, a “GoUP Indemnified Party”) from and against any and allexpenses (including the fees and expenses of its counsel), losses, claims, actions, suits,damages, or liabilities, joint or several (including the aggregate amount paid in settlementof any action, suit, proceeding or claim that may be made against any GoUP IndemnifiedParty) that any GoUP Indemnified Party suffers or incurs which are determined by ajudgement of a court or an arbitration of competent jurisdiction to have resulted from anydishonest, illegal or fraudulent act or the wilful default or negligence on the part of anyIndemnified Person. Subject to the foregoing, the GoUP agrees that no Indemnified Personshall have any liability whatsoever (whether in contract, tort, or otherwise) to the GoUPfor or in connection with things done or omitted to be done pursuant to the Engagement.5. The GoUP will notify (ADVISOR NAME) if the GoUP becomes aware of any claim,which may give rise to a liability pursuant to this indemnity.6. “Indemnified Persons” means (ADVISOR NAME) and all directors, officers, employeesof (ADVISOR NAME).121