1 (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the First Part. AND _____________________ (Banking company) company Incorporated and Registered under Companies Act, 1956 [1 of 1956] and also a Banking Company under section 5(c) of the Banking Regulation Act, 1949 (10 of 1949) and having its Registered Office at __________________________________ and having its Corporate Office at _____________________________________ (hereinafter referred to as the “BANK” which expression shall, unless excluded by or repugnant to the context or meaning thereof be deemed to include its successors and assigns) WHEREAS MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT This Master Storage Repossessed Vehicle Agreement is made and executed at Mumbai on this _______ day of ___________ 20___ Between: Mr._________________________________son of Mr ________________, an adult Indian Inhabitant M/s._____________________ a Partnership Firm through its partner Mr. ___________________________, M/s.______________________, a Company formed and registered under the provisions of the Companies Act, 1956 having its address at ___________________ _____________________________________________ _____________________________________________ ______________________ Hereafter known as SERVICE PROVIDER (which expression shall unless be repugnant to the context or meaning thereof mean and include his heirs, legal representatives/successors/executors or Administrator) (which expression shall unless it be repugnant to context or meaning thereof be deemed to mean and include the partners constituting the said firm, the survivors or survivors of them and executor, administrators or assign of the last surviving partner). As a part of Banking activities, BANK proposes to grant / sanction to its customers / constituents ( referred to as “Borrower(s)”) certain vehicle loans. Under the said agreement, the Bank has all right and power to seize the vehicle from the Borrower in case of default in repayment of loan installment. The said repossessed vehicle shall be seize from the Borrower in due compliance with all legal formalities by such authorized agents of BANK known as Repo Agents. The said vehicles shall be deposited and parked at Vehicle Yard of SERVICE PROVIDER SERVICE PROVIDER has good experience and expertise in the handling, overseeing / supervising, monitoring and storage of repossessed vehicle yards and therefore the BANK has agreed to appoint SERVICE PROVIDER to handle, oversee and monitor the storage of the repossessed vehicles and provide its integrated services to all its branches across India at the Storage Areas for the benefit of the BANK. SERVICE PROVIDER has agreed and consented BANK to provide its services on the terms and conditions mentioned hereinafter. ARTICLE -I APPOINTMENT OF SERVICE PROVIDER 1.1 The BANK hereby exclusively appoints SERVICE PROVIDER to receive, inspect and monitor the repossessed vehicles at the Storage Areas and further provide and perform the integrated services to its branches as may be intimated/ directed from time to time through-out India. 2 1.2 SERVICE PROVIDER hereby accepts its appointment by the BANK and agrees to receive the repossessed vehicle for storage and handling for the benefit of the BANK, and provide and perform integrated services to its branches as may be intimated from time to time. 3.1 In addition and without prejudice to any other duties and obligations as mentioned herein above, SERVICE PROVIDER shall also render the services specified in Schedule -B to the present MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT. ARTICLE -IV ARTICLE II UNDERTAKINGS, WARRANTIES, REPRESENTATIONS AND COVENANTS STORAGE OF VEHICLE 2.1 2.2 The BANK shall intimate to SERVICE PROVIDER the location to be used as the Storage Areas for storage of the repossessed vehicles. SERVICE PROVIDER shall upon receipt of such intimation provide to Bank, SERVICE PROVIDER storage areas and / or arrange any other Godown / warehouses in the said location readily available for storage purpose. Apart from its employees, agents, servants, representatives or contractors, SERVICE PROVIDER shall not admit any other persons in the storage area unless directed by the BANK 2.4 SERVICE PROVIDER shall permit the BANK’s authorized representatives or agents to conduct such inspections, verifications and checks on the repossessed vehicle as the BANK deems necessary in its absolute discretion. 2.6 SERVICE PROVIDER agrees, undertakes, warrants and covenants that it shall at all times, control and manage the repossessed vehicles at the designated Storage Area(s) and provide the services outlined in Schedule -B as per good industry practice and shall diligently and faithfully provide its services in accordance with the best practice followed in provisioning services and shall use its best endeavors to improve the goodwill of BANK in the service area in accordance with the Business rules, which are subject to change from time to time. Prior to finalization of any storage area / vehicle yards, the said locations shall be duly inspected by the Bank’s authorized officer to ensure its suitablility for purpose of storage of repossessed vehicle. After confirming the same, SERVICE PROVIDER shall proceed to arrange for providing agreed services from the said locations. 2.3 2.5 4.1 Good Industry Practice SERVICE PROVIDER shall on behalf of the BANK, accept delivery of repossessed vehicle from Bank’s Repo Agents at Storage Area. The process of acceptance of delivery of repossessed vehicles shall be carried out in presence of Bank officers as per Schedule –A hereto ARTICLE - III SERVICES "Good Industry Practice" for the purpose of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT means the exercise of degree of skill, diligence and prudence which is expected from a highly skilled, experienced and well recognized and reputed service provider and SERVICE PROVIDER engaged in the same type of undertaking as service provider and SERVICE PROVIDER under similar circumstances and acting generally in accordance with the prevailing laws, rules, regulations, codes and industry standards. (a) Corporate Standing It is a limited liability company duly organized, validly existing and in good standing under the laws of India and is qualified to do business in all jurisdictions. (b) No violation of law: litigation The formation and performance of SERVICE PROVIDER is in accordance with the law of the country and that SERVICE PROVIDER is not prevented or any way legally disentitled to enter into present MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT . There is no pending litigation by or against any governmental or regulatory authority, which, if adversely determined, could reasonably be expected to have a material adverse effect on 3 the financial condition, operations, prospects or business of SERVICE PROVIDER or its ability to perform the obligations under this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT . (c) No Breach Neither the execution and delivery of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT, nor the consummation of the transactions herein contemplated or compliance of any terms and provisions hereof, will conflict with or result in a breach of any applicable laws or regulation, or any order, writ, injunction or decree of any court, or any agreement or instrument or arrangement to which SERVICE PROVIDER is a party. (d) Corporate Action SERVICE PROVIDER has all necessary power and authority to execute, deliver and perform its obligations under this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT ; and that this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT has been duly and validly executed and delivered by SERVICE PROVIDER and constitutes legal, valid and binding obligations of SERVICE PROVIDER enforceable in accordance with its terms. (e) Necessary skills and expertise SERVICE PROVIDER possess necessary skills, knowledge, experience, expertise, required capital net worth, adequate and competent personnel, systems, equipment and procedures and capability to duly perform its obligations in accordance with the terms of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT . 4.2 Other representations and warranties SERVICE PROVIDER further represents and warrants and covenants that: (a) They possess proper infrastructure, manpower and equipment(s) to render the services outlined in Schedule -B; (b) They shall safeguard the vehicle. (c) They shall immediately notify the BANK in writing of the occurrence of any event which may result in or which may give reason to believe that there is a necessity to change the Storage Area for protection and preservation of the storage premises. (d) The repossessed vehicle shall be handed over to the person bearing release instructions / order from BANK or as per instructions and direction of BANK. ARTICLE- V COVENANTS 5.1 SERVICE PROVIDER shall ensure that they have taken necessary insurance coverage (fire and allied perils including flood, or any other natural calamities or acts of god cover offered by the insurance policy on fire and allied perils, burglary, theft, earthquake, spontaneous combustion, riots, strikes and malicious damage) as may be reasonably required by the BANK for the Yard and stock. 5.2 SERVICE PROVIDER shall be liable for any loss or damage caused to the vehicle or any liability arising thereof as a result of any negligence, misconduct and / or violation and/or breach of any employee / agent of SERVICE PROVIDER . 5.3 The liability of SERVICE PROVIDER under this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT shall be limited to the extent of claim received from any insurance company. 5.4 SERVICE PROVIDER shall not be liable for any damage / loss by reason of misrepresentation / incorrect information furnished by Bank. 5.5 SERVICE PROVIDER shall not be liable for losses arising out of any criminal offence including fraud, forgery, fabrication etc done at the end of Bank in taking away the vehicle from the storage area. 5.6 SERVICE PROVIDER will maintain various records and registers as may be required under the applicable law and will not object for inspection thereof to the BANK. 5.7 SERVICE PROVIDER shall not delay the delivery of the repossessed vehicles stored in the Storage Area without any justifiable reason. 5.8 The BANK shall have the right to carry out spot checks and do audit of the Storage Area and the premises where the vehicles are parked. Procedures, personnel and records relating to the services rendered in terms of this MASTER 4 STORAGE REPOSSESSED VEHICLE AGREEMENT will include surprise checks to satisfy themselves as regards quality of services provided / rendered / performed by SERVICE PROVIDER to the BANK. ARTICLE- VI FEES AND TAXES 6.1 In consideration for the services provided by the SERVICE PROVIDER , the BANK will pay SERVICE PROVIDER the fees and charges as per Schedule-C. 6.2 All fees and charges payable to SERVICE PROVIDER shall be exclusive of all taxes charged or which may be imposed in the future on any of the services provided by the SERVICE PROVIDER under this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT. In the event that the BANK has paid any amount towards taxes, the BANK shall issue to the SERVICE PROVIDER , appropriate certificates evidencing the payment of such taxes on behalf of SERVICE PROVIDER . 6.3 For the purposes of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT, the SERVICE PROVIDER shall include SERVICE PROVIDER , its personnel, employees, consultants, and/or other persons authorized to act on its behalf. 7.2 The BANK shall have no liability whatsoever for any injury to SERVICE PROVIDER and / or its personnel / staff caused or suffered in the course of performance of the obligations by in terms of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT save and except by any action or inaction of the Bank. 7.3 Survival of Indemnity The responsibility of the SERVICE PROVIDER to indemnify set forth in this Clause and the obligations there under, shall survive the termination of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT for any reason whatsoever with regard to any indemnity claims arising out of or in relation to the performance hereof. SERVICE PROVIDER shall be responsible for intimating to the BANK, the applicable service charges, taxes, etc. that are required to be deducted by the BANK. ARTICLE- VIII LIEN 8.1 ARTICLE- VII INDEMNITY 7.1 Indemnity by the SERVICE PROVIDER SERVICE PROVIDER agrees to indemnify and keep indemnified, defend and hold harmless the BANK and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, obligations, costs, expenses arising before, during or after completion of services, which result from, arise in connection with or are related in any way to claims by third parties or regulatory authorities, and which directly arise due to following reasons (i) SERVICE PROVIDER breach of the representations and warranties specified in this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT or; (ii) Negligence, or PROVIDER ; or (iii) The fault or negligence of SERVICE PROVIDER , its officers, employees, agents, subcontractors and/or representatives; misconduct by SERVICE Notwithstanding anything contained in this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT, it is expressly agreed that at no time, the SERVICE PROVIDER shall have any rights of lien, attachment, detention or arrest or similar other right of a like nature with respect to or over the commodities. SERVICE PROVIDER hereby unconditionally and irrevocably waives any and all contractual and statutory rights that SERVICE PROVIDER may have in relation to lien, etc. either under this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT or under applicable laws. ARTICLE- IX DURATION AND TERMINATION 9.1 This MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT shall come into force on the date above written and can be terminated by either party by giving 60 (sixty) days written notice of their intention to do so. Notwithstanding the above, either party to this agreement shall be entitled to forthwith terminate this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT without the grant of any prior notice in the event of any breach or violation by 5 SERVICE PROVIDER of the terms and conditions of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT . 9.2 . 9.3 In the case of termination by a party as provided in Article 9.1,the SERVICE PROVIDER shall continue to hold the repossessed vehicles until such time as the BANK notifies SERVICE PROVIDER the name of the person to whom SERVICE PROVIDER shall deliver the repossessed vehicles. If such person is not designated within 90 (ninety) days of the date of termination of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT, SERVICE PROVIDER may continue to hold the repossessed vehicle in accordance with the terms and conditions of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT provided that the BANK continues to make payment to SERVICE PROVIDER for such additional period in accordance with the terms and conditions of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT . During the period of any holdover, the SERVICE PROVIDER shall always hold the commodities in accordance with the terms and conditions of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT 11.1 This MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT shall be governed by, and interpreted in accordance with the substantive laws of India and the Courts at Mumbai alone will have the exclusive jurisdiction to entertain, try and adjudicate any dispute between the Parties 11.2 The Parties do hereby agree that any claim, controversy, or other dispute between them relating to this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT or its interpretation will be submitted to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (“Act”). The arbitration hearings, proceedings and all meetings held pursuant to this Clause shall be held in Mumbai, India and shall be conducted in English. The Arbitration shall be conducted by a single Arbitrator who shall be jointly appointed by the Parties. In the event, the Parties herein fail to agree on the choice of Arbitrator within 15 (fifteen) days after the date of a written demand made by any of the Parties for such appointment, a single Arbitrator shall be appointed in accordance with the provisions of the Act. The decision/award of the arbitrator shall be in writing and shall be rendered within 5 (five) days after the completion of the Arbitration proceedings. The decision of the Arbitrator shall be final and binding upon the Parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The expenses of the Arbitrator shall be shared equally by the Parties, and each Party shall bear its own legal costs, unless the arbitrator determine in their award that their expenses, and/or the legal costs, shall be otherwise assessed. If any of the parties to this Agreement are prevented from performing any of their obligations under this Agreement by events of force Majeure, such as war fire, flood, earthquake, or any other event that is beyond the reasonable control of such party, the time period for performance of such obligations shall be extended by a period equal to the delay caused by such event and the parties hereto shall conduct friendly negotiations as soon as possible to find a mutually satisfactory solution to the problems caused by such events. No damages shall be claimed for such acts of force majeure. ARTICLE- XII GENERAL PROVISIONS ARTICLE -X INTERPRETATION 10.1 The headings in this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT are for convenience only and shall not affect the construction thereof. 10.2 The validity of this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT shall not be affected by the invalidity of a provision thereof unless the results would be manifestly inequitable and unconscionable. ARTICLE- XI GOVERNING LAW AND JURISDICTION 12.1 All notices, requests, consents, waivers or other communication required or permitted hereunder shall be in writing and shall be deemed properly served: (i) if delivered by hand and received by an authorized employee or officer of the Party, (ii) 3 days after being given to a reputed courier with a reliable system for tracking delivery, (iii) upon receipt of confirmation receipt when sent by facsimile; or (iv) 14 days after the date of dispatch by certified or registered mail, postage prepaid, return receipt requested; (v) when sent by electronic mail. All notices and other communication shall be addressed as follows, unless changed and notified to the other parties: SERVICE PROVIDER 6 Name Address: Email Phone Fax Bank Name Address: Email Phone Fax 12.2 The BANK shall have the right to assign this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT in whole or in part including any rights or obligations hereunder without the prior written consent of SERVICE PROVIDER . 12.3 Neither failure, refusal nor neglect of the SERVICE PROVIDER to exercise right under the present Agreement or to insist compliance thereof by the Agent nor any other waiver of any default of any provision of the present Agreement shall be deemed a waiver of any other default or breach of the same or any other provisions. 12.4 This Agreement shall not be changed or supplemented in any way except by properly executed documents signed by a representative or officer, duly authorized in writing by each of the parties hereto. 12.5 Either party and their agents, representatives and employees shall keep confidential any information concerning the business or business operations which may be discussed or disclosed in the course of the relationship created by this Agreement and will not disclose any such information to any third party without the written permission of the other parties. 12.6 The invalidation of any one of the terms, conditions or other provisions herein by judgment or court order shall in no way affect any other terms, conditions and provisions hereof, and the remainder of this Agreement shall remain in full force and effect. 12.7 All warranties and indemnities of the Bank and the SERVICE PROVIDER shall survive the termination of this Agreement. 12.8 This MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT and the Appendixes thereto, which form part thereof, shall constitute the entire MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT between the Parties with respect to its subject matter, all prior contracts, proposals, representations, negotiations and understandings, either orally or in writing being hereby superseded. Any amendment or modification hereof shall only be binding if it is made in writing and signed on behalf of each Party by its duly authorized representative(s). 12.9 This MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT may be executed in any number of counterparts and by the different Parties in separate counterparts, each of which, when executed, shall be deemed to be an original, and such counter parts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have caused this MASTER STORAGE REPOSSESSED VEHICLE AGREEMENT (in duplicate) to be duly executed on the date, month and year hereinabove written Signed, sealed and delivered by within named SERVICE PROVIDER Signed, sealed and delivered by within named BANK 7 SCHEDULE-A 1. DELIVERY ACCEPTANCE PROCESS: a. Repo agent of Bank shall within 24 hrs of repossession of vehicle approach SERVICE PROVIDER designated vehicle yard for deposition of repossessed vehicle. b. Repo Agent shall handover 2 copies of the inventory sheets to SERVICE PROVIDER i.e. yard copy & bank copy from the Repo agent. c. SERVICE PROVIDER shall verify particulars and details of repossess vehicles from inventory sheet. d. In case of any descrepancies, SERVICE PROVIDER shall highlight the same in both the inventory copies, i.e. bank & yard copy. e. After verifying all the details and particulars, SERVICE PROVIDER shall park the vehicle in the designated vehicle yard. f. SERVICE PROVIDER shall retain original keys of the repossessed vehicle. g. In case keys are not available, SERVICE PROVIDER shall report the same to Bank in Daily MIS h. SERVICE PROVIDER shall confirm to Bank about deposit of vehicle. 2. Post delivery Process: A. Key management a. SERVICE PROVIDER to be custodian of repossessed vehicle keys. b. Keys to be retained at designated vehicle yard. c. Necessary entries to be make in Key Register. d. Keys to be allotted appropriate tracking number. e. Keys to be kept in pouch bearing tracking number. f. Pouch bearing Tracking Number shall contain following details Key identification no. (each pouch to be given a unique no. which would be updated in the system at the time of online entry & in turn used for retrieval). Registration no. of vehicle. LAN No., model & make. Designated Vehicle Yard name, address & number, if any. g. In case keys are not available, SERVICE PROVIDER shall inform the same to Bank. h. Keys to be handed over only at the time of release of vehicle, after the completion of the release process and obtaining dealer/customer signature to be taken in the key register. i. All the vehicle keys will be kept locked in a drawer which would be under close supervision of yard manager who will have the keys for this drawer. j. The vehicle keys should always be in the custody of the yard manager or staff, it should not be handed over to any dealer or customer even for inspection. k. The manager or staff needs to accompany them for inspection. The key needs to be handed over only at the time of release of vehicle/asset. B. Maintenance & parking of vehicle/asset. a. Repossessed Vehicle should be parked as per their product type i.e. TWS, Auto, CV, etc. b. Parking to be done with proper spacing between two vehicle/asset. Between TWs minimum space would be 1 feet. 8 For Auto & CV it would be 2 feet. c. Cleaning / Washing: For premium cars to be done once in 2 days i.e. cars with a valuation amount greater than 6 lacs. Non Premium cars once in 4 days. TWs once in 4 days CB & FE once in 7 days. d. Air freshener to be sprayed once in 7 days in the interior of the vehicle/asset. 9 SCHEDULE-B A. Facilities for auction of repossessed vehicle. a. Auctioneer / Bank will provide list of vehicles for auction. b. SERVICE PROVIDER shall tag the said repossessed vehicle, keep them clean and ready for inspection c. SERVICE PROVIDER shall arrange for easy access to keys in order for easy and faster retrieval. d. On instruction of Bank, SERVICE PROVIDER shall if possible, move the repossessed vehicles to a spot/ space allocated for auction. e. Bank to ensure that Auction space shall be away from the storage area demarcated as designated vehicle yard. B. Assistance for Auction Process: a. On Bank’s instructions, SERVICE PROVIDER shall allow Dealer / Customer visits the yard for inspection. b. Dealer / Customer shall be allowed to enter the designated vehicle yard on production and submission of appropriate authority letter issued by Bank. c. To allow inspection to Dealer / Customers as mentioned in list provided by bank. d. To verify all the entrants with their respective ID proofs original & collect a copy for the same. To prevent theft / pilferage, ask the entrants to deposit all the bags at the gate for which a token would be issued. (ladies money purse & mobile to be exempted) e. Attested signature of Dealer / Customer to be verified by SERVICE PROVIDER with authorized signatory list provided by bank. f. Subject to compliance of aforesaid stipulations, gate pass shall be prepared in the name of dealer or dealer staff & handed over for entry. g. SERVICE PROVIDER shall retrieve the keys of the respective vehicle. h. In addition to the Bank representative, SERVICE PROVIDER representative shall accompany dealer/customer for vehicle inspection along with the keys. i. Post the completion of inspection, gate pass to be signed off by manager before they leave. j. SERVICE PROVIDER shall deposit the keys back into the pouch and place the same in safe custody. k. Online updation shall be done for the inspection date & also the key register is updated. l. All entrants to be frisked before leaving the premises & their bags (if any) deposited at the gate to be return subject to they producing the concerned token. m. To file the authority letter alongwith the ID proof copies. C. Release of asset a. Customer arrives at yard with the Release Order (RO) to take charge of the vehicle. b. SERVICE PROVIDER shall collect the Release Order (RO) from the customer. c. SERVICE PROVIDER shall verify & authenticate the Release Order (RO) with the authorised signatory list available. d. SERVICE PROVIDER shall verify the customer with their respective original ID proof original & collect a copy for the same e. SERVICE PROVIDER shall check for the validity of the Release Order (RO). f. Subject to compliance of the aforesaid stipulations. A gate pass is prepared & handed over for entry. g. SERVICE PROVIDER shall retrieve the keys for the respective vehicle. h. SERVICE PROVIDER shall accompany customer for release of vehicle alongwith the keys. i. The vehicle is brought out from the parked location. j. SERVICE PROVIDER hand over the vehicle keys to the customer. 10 k. SERVICE PROVIDER shall take customer’s signature in the key register. l. Update the release date in the key register & Daily asset tracking MIS. m. SERVICE PROVIDER shall file the Release Order (RO) alongwith the ID Proof copies. 11 SCHEDULE-C CHARGES AND TERMS OF PAYMENT SERVICE PROVIDER shall charge a comprehensive rate of Rs. _______ (Rupees ___________) per location per month. In the event that all commodities are completely removed from any location, the fees payable by the BANK shall abate in proportion from the date of such removal.