Memorandum of Understanding for Collection of Outstanding Dues

1. Objective and Appointment

The Company appoints the Agency on a non-exclusive basis to assist in the lawful follow-up and collection of identified outstanding dues from persons or entities listed by the Company ("Debtors"). The Agency accepts the appointment subject to this MoU and applicable law.

Nothing in this MoU authorises the Agency to commence litigation, issue proceedings in the Company's name, admit liability, compromise a claim, waive principal or interest, repossess property, access restricted premises, or make any binding representation unless the Company gives specific written authority.

2. Obligations of the Company

1. The Company shall provide an accurate debtor list and, where available, contact details, invoices, statements, contracts, notices, payment history and other documents reasonably required for recovery.
2. The Company shall identify the amount claimed, due date, basis of the claim and any approved settlement parameters.
3. The Company shall promptly inform the Agency of payments received directly, disputes raised, legal proceedings, insolvency proceedings, settlements or instructions to stop recovery.
4. The Company is responsible for the legality, accuracy and authority for sharing information supplied to the Agency.
5. Where sector-specific law or regulation applies, the Company shall provide the Agency with the applicable recovery code, customer-contact restrictions and grievance escalation process.

3. Obligations and Conduct of the Agency

1. The Agency shall act only within the authority given by the Company and strictly by lawful means.
2. All communications shall accurately identify the Agency, the Company on whose behalf it acts, the nature of the outstanding claim and an appropriate contact channel for queries or disputes.
3. The Agency shall maintain professional conduct and shall not use intimidation, harassment, threats, abusive language, public humiliation, impersonation, false or misleading representations, unlawful surveillance, coercion or intrusion into the privacy of the Debtor or any other person.
4. The Agency shall not contact family members, friends, employers, colleagues, referees or other third parties to shame or pressure a Debtor. Any third-party contact shall be limited to what is lawful and reasonably necessary for permitted tracing or communication purposes.
5. Where RBI directions apply, the Agency shall observe all applicable restrictions concerning calling hours, frequency of contact, customer confidentiality, grievance handling, identification and other recovery-agent requirements.
6. The Agency shall not demand or collect any amount different from the amount or settlement authorised in writing by the Company.
7. The Agency shall immediately escalate bona fide disputes, complaints, vulnerability concerns, allegations of fraud, legal notices and requests for documents to the Company.
8. The Agency shall ensure that its personnel and approved subcontractors, if any, are appropriately trained and contractually bound by equivalent confidentiality, conduct and compliance obligations.

4. Notices and Communications to Debtors

1. Demand or reminder communications may be sent by registered post, speed post, courier, email, SMS or other legally permissible means, as authorised by the Company.
2. The Agency shall maintain reasonable records of communications, delivery status and material responses.
3. No communication shall falsely represent itself as a court, government authority, police authority or legal process.

5. Collection, Settlement and Payment Handling

1. The Agency may negotiate only within written settlement parameters approved by the Company. Any exception requires prior written approval.
2. Unless expressly authorised in writing and legally permissible, the Agency shall not receive cash from Debtors.
3. Payments should ordinarily be made directly to the Company's designated bank account or through an approved payment channel. If the Agency is authorised to receive an instrument, it shall be drawn in favour of the Company and transmitted promptly with a reconciliation report.
4. No settlement is binding on the Company until approved according to the authority matrix communicated to the Agency.

6. Illustrative Settlement Schemes

The Company may notify one or more schemes in writing, for example:

1. One-time settlement: payment of an approved settlement amount by a specified date.
2. Instalment settlement: payment in agreed instalments within an approved period.
3. Case-specific settlement: any other written terms approved by an authorised officer of the Company.

No waiver of interest, charges or principal shall be offered unless expressly authorised in writing.

7. Fees, Commission, Invoicing and Taxes

1. Notice / communication charges: ₹_____ per authorised notice, or actual cost as agreed.
2. Collection commission: _____% of amounts actually realised and cleared in the Company's account, unless otherwise agreed in writing.
3. Dishonoured, reversed, refunded or subsequently set aside payments shall not be treated as realised collections and any commission already paid may be adjusted against subsequent invoices.
4. Valid undisputed invoices shall be paid within _____ days of receipt.
5. GST, withholding tax and other taxes shall be dealt with according to applicable tax law. Each Party shall be responsible for its own statutory compliances.

8. Confidentiality and Personal Data

1. The Agency shall use confidential information and personal data received from the Company solely for the authorised recovery purpose and shall not sell, profile, publish or use it for unrelated marketing or commercial purposes.
2. Access shall be restricted to personnel who need the information for authorised work and who are bound by confidentiality obligations.
3. The Agency shall implement reasonable technical and organisational safeguards appropriate to the nature of the information and promptly notify the Company of any suspected loss, unauthorised access, disclosure or security incident.
4. The Agency shall comply with the Digital Personal Data Protection Act, 2023, the Digital Personal Data Protection Rules, 2025 and other applicable privacy or cybersecurity requirements to the extent they are in force and applicable to the processing concerned.
5. On completion or termination, the Agency shall return or securely delete Company data, except records that must lawfully be retained. Any retained data shall remain protected and shall not be used for another purpose.

9. Records, Audit and Compliance

1. The Agency shall maintain case-wise records of material recovery activity, receipts, settlements, complaints and closure status for the period required by applicable law or the Company's documented policy.
2. On reasonable notice, the Company may review records relevant to services under this MoU, subject to confidentiality and data-minimisation requirements.
3. The Agency shall comply with applicable anti-bribery, anti-corruption, anti-money-laundering and sanctions requirements relevant to its services and shall not offer or accept any improper payment or advantage.

10. Grievances and Disputed Debts

If a Debtor raises a genuine dispute concerning identity, amount, payment, authority, limitation, fraud, pending proceedings or settlement, the Agency shall record and escalate the matter to the Company. The Agency shall suspend any activity that the Company directs it to suspend and shall not misstate the legal status of a disputed claim.

11. Relationship of Parties

The Agency acts as an independent service provider. Nothing creates employment, partnership, joint venture or general agency between the Parties. The Agency has no authority to bind the Company except to the limited extent expressly stated in writing.

12. Subcontracting

The Agency shall not subcontract material recovery activity without the Company's prior written approval. Approval does not release the Agency from responsibility for the acts and omissions of its subcontractors.

13. Indemnity

Subject to applicable law and any agreed limitation of liability, each Party shall indemnify the other against third-party claims, losses, penalties and reasonable costs arising from its fraud, wilful misconduct, material breach of this MoU or violation of applicable law. The Agency shall be responsible for unauthorised or unlawful recovery conduct by its personnel or approved subcontractors.

14. Validity and Renewal

This MoU shall remain in force for one year from the Effective Date unless terminated earlier. It may be renewed by written agreement of the Parties.

15. Termination

1. Either Party may terminate this MoU without cause by giving _____ days' written notice.
2. Either Party may terminate for material breach if the breach is not cured within _____ days after written notice, where the breach is capable of cure.
3. The Company may terminate immediately for fraud, bribery, serious misconduct, unlawful recovery activity, material confidentiality or security breach, loss of required licence/registration, or conduct creating material legal or regulatory risk.
4. On termination, the Agency shall cease representing the Company, stop new recovery activity, return Company property and credentials, account for funds or instruments held, and provide a final case-status report.
5. Accrued payment rights and clauses intended by their nature to survive-including confidentiality, data protection, indemnity, audit, dispute resolution and return/deletion obligations-shall survive termination.

16. Force Majeure

Neither Party shall be liable for delay caused by events beyond its reasonable control, provided it promptly informs the other Party and takes reasonable steps to mitigate the effect. Payment obligations already accrued are not excused solely by force majeure.

17. Severability and Waiver

If any provision is held invalid or unenforceable, the remaining provisions shall continue to the extent legally permissible. A waiver is effective only if made in writing and shall not constitute a continuing waiver of another breach.

18. Notices

Formal notices under this MoU shall be sent to the addresses and email IDs designated below, or to any replacement address notified in writing. Electronic notice may be used where legally valid and agreed by the Parties.

19. Governing Law, Dispute Resolution and Arbitration

This MoU shall be governed by the laws of India. The Parties shall first attempt in good faith to resolve any dispute through negotiation within 30 days after written notice of the dispute.

If the dispute is not resolved, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended. The tribunal shall consist of a sole independent arbitrator mutually appointed by the Parties. If the Parties do not agree on the arbitrator within the period prescribed by law, either Party may seek appointment in accordance with the Act. The seat and venue of arbitration shall be __________, India. The language of arbitration shall be English. Courts having supervisory jurisdiction over the seat shall have jurisdiction in relation to the arbitration, subject to applicable law.

20. Entire Understanding and Amendments

This MoU, together with written schedules, approved fee terms, case instructions and compliance policies expressly incorporated into it, records the Parties' understanding concerning the services. Any amendment shall be in writing and signed or otherwise validly executed by authorised representatives of both Parties.

21. Effective Date

This MoU becomes effective on the date on which it is executed by both Parties ("Effective Date"). It may be signed physically or by a legally valid electronic method.