Motorola India (Pvt.

) Limited

CONSULTANCY AGREEMENT

This Agreement is made this day the 1st of April 2005and is effective from 1st of April 2005
(effective date) between:

Motorola India Private Limited, a Company incorporated under the Companies Act, 1956 with its
place of business at 415/2, Mahrauli Gurgaon Road, Gurgaon 122001 (hereinafter referred to as
‘Motorola’ which expression shall mean and include its successors and assigns)

AND

Mr. N.V.Ramana Murthy, Chartered Accountant & Tax consultant with Mr. N.V.Ramana Murthy as a
Sole Proprietor, h/o at 1-4-879/75/A/1, SBI officers Colony, Gandhi Nagar, Hyderabad – 500080
(Hereinafter referred to as ‘Consultant ’ which expression shall mean and include its successors and
assigns)

WHEREAS

1. Motorola is inter alia engaged in the business of selling and marketing mobile phones and
other data communication equipments and providing services in this regard.

2. Consultant is providing consultancy services with regard to sales tax matters and related
activities etc.

3. Motorola is interested in availing the consultancy services of the consultant.

4. Consultant has agreed to provide consultancy services to Motorola on the following terms and
conditions.

Now, therefore in consideration of the mutual obligations herein contained, the

parties agree as follows:

1 . SCOPE

Consultant will render consultancy services as set out in Annexure 1 to the Agreement. This
Agreement shall not limit Motorola’s right to perform, or to select others to perform, the same or similar
services.

2. RESPONSIBILITIES OF CONSULTANT

Consultant shall:

(a) Provide such consultancy for the state of ANDHRA PRADESH as listed in the Annexure and such
additional consultancy services as may be required by Motorola from time to time.

b)Not engage in any activity with any competitors of Motorola without prior written approval of
Motorola.

Personal Communications Sector (PCS) - India

Motorola Excellence Centre,
415/2 Meharauli Gurgaon Road, Sector 14, Gurgaon – 122001, Haryana, India
Tel.: +91-124-5192000, Fax: +91-124-2301727
 Motorola India (Pvt.) Limited

3. PAYMENTS

(a) In consideration of Consultant rendering services to Motorola, Motorola shall pay to the Consultant
an all-inclusive fee of Rs. 60,000/-(Rupees Sixty thousand only) out of the aforesaid amount Rs.
15,000/-(Rupees Thirty thousand only) shall be paid Quarterly. Out station travel and expenses for
lodging shall be reimbursed only if undertaken with the prior written approval of Motorola. The payment
shall be subject to applicable Income Tax Deductions. Service Tax, if any, shall be extra.

In addition, a sum of Rs. 7,500/-each (Rupees Seven Thousand Five Hundred Only) will be paid as
one lumpsum instalment for :-

• Opening of registration in Andhra Pradesh.

• Successful Conclusion of each year’s assessment up to final disposal.
• Closure of registration in Andhra Pradesh, whenever required.

Out station travel shall be reimbursed only if undertaken with the prior written approval of Motorola.

(b) Consultant shall raise appropriate invoices. Upon satisfactory delivery per terms of this
agreement, Motorola shall pay the Consultant in 75 days from date of invoice. Any payment under this
Agreement shall be subject to setoff or recoupment for any present or future claims that Motorola may
have against Consultant.

4. CONFIDENTIALITY

(i) Consultant shall at all times during the currency of this agreement and thereafter:

(a) Use its best endeavors to keep all ‘Confidential Information’ confidential and accordingly not
disclose any Confidential Information to any other person;
(b) Restrict dissemination of ‘confidential Information’ to only those employees of Consultant who
must be directly involved with confidential information.
(c) Use the same degree of care as for its own information of like importance, and use reasonable
care, in safeguarding against disclosure of ‘confidential Information’; and
(d) Not use any ‘confidential Information’ for any purpose other than the performance of its
obligations under this Agreement.

(ii) “Confidential Information” means any information, which is disclosed to Consultant by Motorola
pursuant to or in connection with this Agreement (Whether orally or in writing and whether or not such
information is expressly stated to be confidential or marked as such).

Consultant shall sign a Non Disclosure Agreement in the format acceptable to Motorola.

5. ETHICAL STANDARDS, COMPLIANCE WITH LAWS & REGULATIONS

(a) Motorola has historically depended on product quality and superiority, combined with outstanding
support capability, to sell its products in all parts of the world. Motorola believes it can continue to
grow and prosper without succumbing to legally questionable or unethical demands. Motorola will
not do business with any dealer, distributor, agent, customer or any other person where Motorola,
knows or suspects the existence of questionable practices. Consultant agrees with the Motorola
policy stated herein, and agrees that failure of Consultant or the any other person under its
responsibility to comply in all respect with said policy shall constitute just cause for immediate
termination of this Agreement.

Personal Communications Sector (PCS) - India

Motorola Excellence Centre,
415/2 Meharauli Gurgaon Road, Sector 14, Gurgaon – 122001, Haryana, India
Tel.: +91-124-5192000, Fax: +91-124-2301727
 Motorola India (Pvt.) Limited
(b) Consultant shall not engage in any practice or activity with respect of any of the service and
assistance rendered by Consultant under this Agreement, which is prohibited or in violation of any
applicable statue, federal, state or local law in the Republic of India.

(c) Consultant acknowledges it has been provided with and has reviewed the anti bribery provisions of
United States Foreign Corrupt practices Act as amended hereinafter (“FCPA”). Consultant rather
acknowledges that it has been advised by external legal counsel on the terms of FCPA and is fully
aware of the provisions.

Consultant agrees to be advised on a continuing basis and from time to time by

external legal counsel on the terms of the FCPA and any amendments thereto as
deemed appropriate by Motorola. Consultant (i) represents that it has not taken any
action in connection with this Agreement that would have constituted a violation of the
FCPA if such action had been taken by a person subject to the FCPA and (ii) agrees
that it shall not take any action in connection with this agreement that would
constitute a violation of the FCPA if such action were taken by a person subjected to
the FCPA and ( iii) agrees that if will certify in writing from time to time as requested
by Motorola that it has not taken any action which constitute a violation of the FCPA if
such action were taken by a person subject to the FCPA.

(d) Consultant shall not engage himself in any remunerative activity with any of the Motorola’s’
competitors in India or any Telecom manufacturing company without prior approval of Motorola.

(e) Consultant shall at all times conduct its efforts hereunder in strict accordance with all applicable
laws and regulations and with the highest commercial standards. Consultant shall effect or secure and
maintain at its own cost all necessary governmental permits, licenses, approvals, labour laws and
registrations if any required in connection with the execution or performance of this Agreement.

Consultant agrees with the policy as stated in this Clause, and further agrees that failure by Consultant
or any persons under its responsibility including but not limited to its directors, officers, employees and
agents to comply with any provision of this Clause shall constitute just cause for immediate termination
of this Agreement and thereupon Consultant shall have no claims whatsoever against Motorola.

6 RELATIONSHIP

The relationship between the parties shall be on principal-to-principal basis. Neither party will act or
have authority to act as an agent for the other party for any purpose whatsoever. Nothing in this
Agreement will deem to constitute or create any agency, joint venture, partnership relationship
between Motorola and Consultant or deemed to constitute an employer-employee relationship with
Motorola. Consultant shall not impose or create any obligation or responsibility, express or implied,
or make any promises, representations or warranties on behalf of or in the name of Motorola or to
enter into any obligation binding upon Motorola. Consultant is an independent Consultant to Motorola
and Consultant shall be the sole employer and principle of each person performing consultancy on
behalf of the Consultant and all requirements and statutory obligations, dues, liabilities, labour
compliances etc. if any under this Agreement will be the sole and exclusive responsibility of the
Consultant.

7 IT STANDARDS

Personal Communications Sector (PCS) - India

Motorola Excellence Centre,
415/2 Meharauli Gurgaon Road, Sector 14, Gurgaon – 122001, Haryana, India
Tel.: +91-124-5192000, Fax: +91-124-2301727
 Motorola India (Pvt.) Limited
(a) Consultant shall ensure basic computer security software (antivirus, personal firewall) are
installed on all the systems that are used to store and transmit Motorola data. It is also expected that
the Consultant shall ensure copyrights and software compliance.

(b) Consultant shall also ensure proper classification of Motorola documents in compliance with
Motorola POPI Policy, This shall apply for all documents, including emails, etc. Consultant shall
ensure appropriate classification and shall also ensure files are encrypted/password protected prior to
it being transferred. All emails, documents and storage devices must be labeled appropriately as per
POPI guidelines.

8 INDEMNITY & WARRANTIES

(a) Consultant warrants that all consultancy and services under this Agreement will be
performed by careful, efficient, and qualified persons, and in a professional manner and
Consultant agrees to observe and adhere to all applicable rules and conform to the
applicable requirements and specifications and to the standards applicable in the field or
industry. If any Consultancy is not in compliance with this warranty and such non-
compliance is brought to Consultant’s attention within a reasonable time, then
Consultant agrees to re-perform the same at its cost and expense.

(b) Consultant agrees that it and any person performing consultancy or services on Consultant’s behalf
will at all times comply with all security regulations in effect from time to time while on Motorola's
premises, and externally for materials belonging to Motorola or relating to the consultancy or services
being performed for Motorola.

( c ) Consultant agrees to indemnify and keep Motorola, its officers, directors, employees and/or
agents indemnified and kept harmless from and against all liabilities, claims, damages, costs, dues and
expenses including legal fees and expenses incidental to the defense of any such claim or action
based upon or relating to or arising out of or as a result of : (i) any breach of any of the warranties
Consultant makes to Motorola in this Agreement; (ii) any claims (including legal/ attorneys fees and
related expenses), losses, damages, injuries (including death) or penalties to the extent directly or
indirectly caused by or sustained in connection with the negligent or willful acts or omissions of
Consultant, its employees; or (iii) relating to or arising out of or as a result of implementation or in
performing under this Agreement. The indemnity in this clause shall be in addition to, and not in lieu
of, all other legal rights and remedies that Motorola may have.

9. NO ASSIGNMENT

Neither the benefit not the burden of this Agreement may be assigned by consultant without the prior
written consent of Motorola.

10. EFFECTIVE DATE; VALIDITY

This agreement is valid up to March 31, 2010 unless terminated earlier in the terms contained
herein.Thereafter the agreement may be renewed for such term and on such conditions as may be
agreed between the parties.

11. TERMINATION

Personal Communications Sector (PCS) - India

Motorola Excellence Centre,
415/2 Meharauli Gurgaon Road, Sector 14, Gurgaon – 122001, Haryana, India
Tel.: +91-124-5192000, Fax: +91-124-2301727
 Motorola India (Pvt.) Limited
(a)The agreement may be terminated by Motorola with seven (7) days notice in writing, with or without
cause subject to the terms herein. Additionally Motorola shall further have the right to immediately
terminate this Agreement upon breach of any provisions in clauses 2(b), 4, 5, 7, 8 or 13 without notice.

• Upon the termination of this agreement for any reason :

• Consultant shall within 7 days thereof send to Motorola or otherwise dispose of in accordance
with the directions of Motorola all materials, price lists and documents specified by Motorola,
then in the possession of the Consultant;

• Neither party shall make any claim against the other for compensation, reimbursement or
damages on account of the loss of prospective profits on anticipated sales or otherwise.

12. RECORDS

Consultant agrees to furnish to Motorola such information in respect to the consultancy services
covered by this Agreement (including records on all personnel assigned in the performance of
consultancy) at such times and as often as Motorola may reasonably request. The Consultant shall
keep for a period of two (2) years after termination of this Agreement, books, records and documents
which will accurately show the time spent, consultancy services performed, and like items. At
reasonable times and on reasonable notice to Consultant, Motorola may examine, audit and copy
Consultant’s files, records, books and documents, which specifically pertain to the subject matter of
this Agreement.

13. ETHICS AND CONFLICTS OF INTEREST

Both parties will refrain from activities that: (a) are illegal, unethical; (b) might bring either party or the
Work into disrepute; or (c) might constitute or represent a serious conflict of interest or that might give
the appearance of impropriety. Both parties will cooperate fully in any investigation or evaluation of
such matters. Breach of this obligation by either party will entitle the non-breaching party to terminate
this Agreement.

14. JURISDICTION

The laws of India would govern this Agreement and courts at Gurgaon only shall have the jurisdiction.

15. ENTIRE AGREEMENT

This document represents the entire agreement between the parties regarding the
subject matter of this Agreement and can only be amended or modified by an
agreement in writing signed by the parties hereto.

16. MISCELLANEOUS

(a) The failure to insist upon the strict performance of any provision of this Agreement or to
exercise any right granted under this Agreement, shall not be deemed to be a waiver or relinquishment
of the future performance of any such provision or the future exercise of such right, but the obligation
of Consultant with respect to such future performance shall continue in full force and effect.
Personal Communications Sector (PCS) - India
Motorola Excellence Centre,
415/2 Meharauli Gurgaon Road, Sector 14, Gurgaon – 122001, Haryana, India
Tel.: +91-124-5192000, Fax: +91-124-2301727
 Motorola India (Pvt.) Limited

(b) All provisions of this Agreement are deemed to be separate and distinct covenants. In case
any provision of this Agreement shall be held invalid, illegal or unenforceable, the remaining provisions
of this Agreement will not in any way be affected or impaired. The parties agree that if any provision is
determined by any court to be invalid or unenforceable by reason of such provision extending for too
great a period of time or over too broad a scope, then such provision shall be interpreted to extend
over the maximum period of time and the maximum scope that such court determines to be valid and
enforceable.

(c) Each party signing this Agreement represents that it has all necessary rights and authority to
enter into this Agreement and to bind the parties as provided.

(d) This Agreement and Annexure, attached hereto and made a part of this Agreement, constitute
the final expression of the agreement of the parties and it is intended as a complete and exclusive
statement of the terms of their agreement with respect to the subject matter of this Agreement; and it
supersedes all prior and concurrent promises, representations, negotiations, discussions, and
agreements that may have been made in connection with such subject matter hereof. The terms and
conditions of this Agreement shall prevail notwithstanding any variance with, acknowledgment or any
other such form or document even if signed by both parties; such terms and conditions shall be null
and void and of no force and effect.

(e) Any notice intended to be given by either of the parties shall be deemed to be properly and validly
given if it is sent by Registered AD Post with Acknowledgement Due/By Hand to the parties at the
addresses mentioned hereinabove, unless notified otherwise.

For MOTOROLA For CONSULTANT

Signature: Signature:
(N.V.Ramana Murthy)
Title: Title: Chartered Accountant & Tax Consultant

Date: Date:

Witnesses: Witnesses:

Personal Communications Sector (PCS) - India

Motorola Excellence Centre,
415/2 Meharauli Gurgaon Road, Sector 14, Gurgaon – 122001, Haryana, India
Tel.: +91-124-5192000, Fax: +91-124-2301727
 Motorola India (Pvt.) Limited

ANNEXURE –I
Scope of Services for Andhra Pradesh:

Consultancy Services:-
You Will

1. Provide guidance and written opinion (Where required) on various sales Tax VAT and Entry
Tax Matters applicable to us from time to time.

2. Be responsible for depositing the monthly sales tax as applicable and filing of monthly and
annual returns and attend the assessment including preparation of necessary statements for
the same. You shall be provided the draft for the tax amount before the last day as prescribed.

3. Represent us before the Sales Tax officials on all matters. You shall also be responsible for
maintaining data and Original records as required under the VAT act and for closing
assessments.

4. Outline the correct documentation procedure for movements of goods into and outside the
state.

5. Attend to all correspondences from the Sales Tax dept on top priority and keep us informed on
the proceedings. A separate correspondence file shall also be maintained.

6. Represent us on check post matters as and when required on top priority basis.

7. Handle matters relating to appeals, revision and review before appellate authorities. We in this
regard will pay any additional nominal charges as mutually agreed.

8. Provide consultancy service to Motorola India Private limited on all matters as and when
required.

Other Services:-

1. Assist us in obtaining adequate stock of all forms (like form ST-1, ST-35, “C” ,F forms, Road
permits etc.) and register and to fill up the forms and maintain the registers

2. Return all the original documents to the company as soon as the work is completed

3. Maintain the documentation trail and provide periodical self audit reports on the work performed

4. You shall be responsible for proper maintenance & upkeep of original VAT Invoices under the
VAT Act & availment of VAT credit based on the same.

5. You shall provide a statement of receipts in the warehouse & the VAT credit statement on
monthly basis before filing of return.
6. You shall carry out warehouse/documents Audit on monthly basis for first quarter under VAT &
on quarterly basis thereafter. The Audit report should be provided latest by 15th of next
month/quarter.

Personal Communications Sector (PCS) - India

Motorola Excellence Centre,
415/2 Meharauli Gurgaon Road, Sector 14, Gurgaon – 122001, Haryana, India
Tel.: +91-124-5192000, Fax: +91-124-2301727