wipro

MATER SERVICES AGREEMENT

BY AND BETWEEN

WIPRO LIMITED

AND

MITRA BUANA KOORPORINDO

MASTER SERVICE AGREEMENT

This master service Agreement (hereinafter referred to a “Agreement”) is made on this 29 day of
May 2019 at Jakarta

BY AND BETWEEN :

WIPRO Ltd, a company incorporate under the provisions of the Companies Act, 1956 and
having its registered office at WIPRO Ltd, Doddakannelli, Sarjapur Road, Bangalore 560 035,
India hereinafter referred to as (“Wipro”) which expression shall unless repugnant to or
inconsistent with the context or meaning thereof, shall include its successors-in-interest,
subsidiaries, affiliates and permitted assigns, of the ONE PART.

AND

MITRA BUANA KOORPORINDO, a company incorporated under the laws of Republic of

Indonesia having its office at Ketapang Business Center B.10-11, Jl. KH. Zainul Arifin No.
20, West Jakarta 11140, Indonesia (hereinatter referred to as ”Service Provider” which term
and expression shall mean and include it permitted assigns) of the OTHER PART.

Wipro and service Provinder are hereinafter individually referred as the “Party” and collectively
as the “Parties”

WHEREAS Wipro is a global services provinder delivering technology driven business

solutions that meet the strategic objectives of its clients.

WHEREAS Service Provinder represents to have expertise in providing System Intergrator.

AND WHREA Wipro desire Service Provinder to provide certain specialized services
asdescribd in statement of Work (“SOW”) and/or the purchase Order, and Service Provinder has
agreed to provinde its specialized services to Wipro on the terms an condition agreed herein :

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS :

1. STATEMENT OF WORK : Service Provinder agrees to provide certain Services (the

“Services”) to Wipro that are mutually agreed from time to time between the Parties
under the SOW. The specific Services will be set forth in one or more SOW’s that the
parties may execute pursuant be governed by the provisions of the Agreement. In the
event of a conflict between the terms and conditions of this Agreement Purchase Oder
(“PO”) and SOW, the provisons of the Agreement shall prevail unless the parties have
obtained the express written consent of authorized signatories of each Party to deviate
from the terms and conditions of the Agreement for a particular PO and/or SOW in which
event such applicable PO and/or SOW shall take precedence over the Agreement. To the
extent applicable, “ Deliverables” shall mean those items described and itemized in the
 SOW as final work products to be delivered by Service Provinder pursuant to suach
SOW.
1.1 SERVICES
1.1.1. Project Management. Service Provinder and Wipro will each designate and individual
in the statement of work to act a a primary point of contact between the parties with
respect to the Service (“Project Managers”). Such Project managers will have the
power to make technical and project-level decisions within the scope of this
Agreement (including, for example staffing decisions, change Orders, and
Acceptancce of Deliverables) that are binding on their respective entities,
Amandments to this Master Services Agreement, however, must be made in
accordance with the clause hereto goverming contract amendments. Wipro shall have
right to seek documents from service Provinder relevant to including licenses, permits
obtained for the performance of Service Provinder shall deliver to wipro all necessary
and reasonable documentation for any software provided or delivered to Wipro a part
of the Service, including user, systems, operating and program manuals. Such
documentation shall include, program narratives, operating instructions (referringto
hardware as necessary), program cross-references, programming conventions and
command structure descrption and operational instructions
1.1.2. Project-level Comunication. Service Povindeer and Wpro will communicate about the
Service in a manner that ensures the timely and accurate exchange of technical,
managerial and teleconferences, written status reports and such other communications
as the parties deem appropriate for the particular services and as may set forth in a
SOW.
1.1.3. Changes to services. Wipro may at any time during the period of this agreement
change the agreed svope of Services, Deliverables, Project, fee, or any other aspect of
the statement of Work.
1.1.4. Acceptance. Following submission of any Deliverable(s) by Provinder, testing and
review will b performed by Wipro. The standard of review of the Deliverable(s) shall
be material conformance with the agreed specifications, the Deliverabes shall not be
deemed accepted until wipro has notified service Provinder of it acceptance in
writing. In the Deliverables are provided in stages, the deliverables will not be
deemed accepted until all deliverables have been completed and delivered to wipro
and wipro has accepted the complete. Wipro will notify to the service Provinder
project manager on how the submitted Deliverable(s) fails to materially conform to
the agreed specification, in which ease Service Provinder shall be afoorded a
commercially conform to the agreed specification, in which case Service Provinder
shall be afforded a commercially reasonable period of time not less than thirty (30)
days to correct any nonconformities, whereupon the review cycle will recommence.
Upon acceptance, wipro shall notify the same in writing. If the services are not.
Accepted upon review cycle wipro shall at its sole discretion proucurc such services
 from third party and all such costs and exprenses shall be borne by service provinder
or wipro may terminate this Agreement or the SOW and the Service Provinder will
promptly refund to wipro all amounts paid hereunder.

2. REVIEW OF SERVICES, RECORDS AND QUALITY STANDARDS

2.1 the project Managers will meet at such regular intervals as may be mutually agreed, to
discuss wipro’s requirements, plans, service Provinder’s performance, wipro’s quality standards,
change in wipro’s requirements, etc.

2.2 wipro and Service Provinder will acceptable ervice levels during surch meetings based on
broad parameters of efficiency, turn-around times and accuracy and service Provinder shall
perform based on the review. Service Provinder shall strictly adhere to such service levels.
Breach of such service levels will give rise to service credits, which Wipro may then dudct from
the fees payble to she service Provinder in the form of Liquited damages. The applicable service
levels shall be detailed in the relevant SOW

3. PERSONNEL

3.1 Team Composition. For services performed on a fixid-price basis or in which Service
Provinder is bound to create Deliverables In accordance with a fixed sehedule, and based on the
requirements of the particular services, Service Provinder shall determine, after conultantion
with Wipro, the size, compositon and distribution of the resource team, wich may change from
tme to time based upon the scope and complexity of the services. For services performed on a
time and materials basis in which Service Provinder is not contracted to create Deliverbles in
accordance with a fixed schedule, service Provinder shall have the discretion to screen and select
individuals for key project positions.

3.2 wipro may require service provinder to remove a team member if, after due consultation with
service provinder reasonably determines that the individual is not suitable to perform the
services.

3.3 service provindeer agrees that for the term of this agreement and for a period of one (1) year
thereafter, service provinder will not directly or indirectly, recruit, solicit, discuss employment
with, hire, employ or engage any Wipro Persomel engaged with Service Provinder currently or
within the previous one (1) years, or induce any such individual to leave the employment of
wipro.

3.4 the service Provinder agrees that it will not in any manner participate in or undertake efforts
that are competitive to the alliance between the parties, nor will they compete independently for
Wupro’s business during the term of the Agreement and of one year afterwards. For abundant
clarity, service Provinder agrees that in the event that the service indepently or jointly with a
third party to such customer without exprees consent of wipro.
4. PRICE
In consideration of the services to be provided by service provinder and performance and
acceptance of such Services, service Provinder shall submit invoice within ninety days and
wipro shall pay to service Provinder such undisputed fees and charges as described under the
respective sow and/or the work order within sixty (60) days from the date or receipt of
invoce, fees and expenses under this Agreement are exclusive of all applicable texas
(“Texas”). Any invoice submitted beyond ninety days shall be rejected by Wipro and will not
be processed for payment. All payment received by service provinder under this agreement
shall be subject to relevant deduction of texa at source.
Not withstanding anything contained in thi agreement, wipro shall (without prejudice to any
of this right and remedies) be entitled to withhold and set off the amount payable to service
provinder under
(a) Any claim from a thid party (including but not limited to service provinder’s
personnel/contractors) arising out of any of the Service Provinder’s obligations and/or
any act or omission on the part of service provinder: or
(b) Any breach of this Agreement and/or a statement of work by service Provinder.

5. CONFIDETIAL INFORMATION

5.1 service provinder recognizes the importance of maintaining appropriate afeguards ageinst
improper disclosure of Wipro’s confidential information and recognizes that such disclosure
may result in damage to the owner of the confendetial information. Accordingly, service
provinder agrees to maintain the confidentiality all confidential information of wipro and to
use such confidential information only in furtherance of the purposes of this Agreement.

5.2 “confidential information” shall include but not be limited to : techniques schematics,
designs, contracts, financial information, sales and marketing plans, business plans, business
affairs, operations, strategies, inventions, methodologies, technologie, employees,
subcontractors, picing, methods of operations, procedures, products and/or services.

5.3 confidential information does not include information that is or becomes publicly avaible
through no wrongful act of the receiving party; wa lawfully obtained by the receiving party
from a third party without any obligation to maintain the confidential information as
confidential; was previously known to service provinder without any obligation to keep
confidential; or was indepently developed by the service provinder without use of reliance
upon the confidential information; or is required to be disclosed by a competent statutory,
provided the service provinder gives wipro prior written information of the same and assists
wipro in atlaining a protecrive order againt such disclousure.
 5.4 the obligations under this confidential information provision shall survive for a period of
three (3) years post the termination/expration of this Agreement.

5.5 upon terminations/expration of this Agreement, Service Provinder shall promptly return
all information shared by wipro, or alternatively destroy all such information, and shall
certify in writing that they have abided by terms of this provision.

6. INTELLECTUAL PROPERTY RIGHTS.

6.1 each party owns, and will continue to own all rights, titlte and interests in and to any
inventions however embodied, know how, works In any media, software, information, trade
secrets, materials, property or proprietary interest that it owned prior to this AGREEMENT
or that it created or acquired independently of its dealings with the other party pursuant to
this Agreement (collectively, “preexisting works”). all rights in preexisting works not
expressly transferred or licensed herein are reserved to the owner. All Deliverables, including
software, files, documentation, discoveries, ideas, inventions, Improvements, processes,
materials and data (“work product”) acquired/prepared/generated/developed either solely or
jointly by service provinder pursuant to this Agreement in any medium whatsoever is
considered a work made for hire. To the extent necessary to vest such sole and exclusive
ownership in wipro, service provinder and/or its personnel hereby irrevocably assign to
wipro (and, as applicable, its successors and assigns) any and all rights in and to such work
product

6.2 service provinder assigns and will assign to wipro the intellectual property rights in fina
implemented Deliverbles created hereunder.

7. REPRESENTATIONS & WARRANTIES

Service Provider warrant and represent to Wipra that:

7.1. It has full power and authority to enter into this Agreement and perform the Service It
shall be solely responsible for payment of service, corporate and personnale taxes if any,
and shall indemnify and hold harmless Wipro for any liability in thi connection. It shall
obtain all necessary Government and other regulatory approval for performance of the
ervice under this agreement.
7.2. It will ensure to put its bet efforts to perform the Service in a professional and
workmanlike manner and that its personnel have the requisite skills and experiences to
perform the Service. It shall render the services and perform it obligation and duties
under this agreement accurately and in accordance with instructions, specifications,
 procedures, standars, guidelines, timeframe, if any as are issued from time to time, by
Wipro for the performance of the services to the satisfaction of Wipro.
7.3. It shall perform the Services under this agreement in such manner as to not adversely
affect the reputation and the goodwill of Wipro or their business associates.
7.4. It shall maintain proper and accurate records relating to the conduct of the Services
under this agreement and shall at the request of Wipro provide access to all the records
amd copies.
7.5. Services Providor warrants that WIPRO’s use of any hardware of software provided by
ServiceProvider in connection with this Agreement will not infringe any patent,
trademark or copyright of any third party.
7.6. Ervice Provider warrants that it will correct any material deficiencies in any Products
and/or software Deliverable(s) provided under this Agreement.
7.7. Service Provider shall ensure strict compliance to Wipto’s Supplier Code of Conduct
(SCOC), which is attached to the document herewith.

8. INDEMNIFICATION

Service Provider shall indemnify and save harmless WIPRO, its affiliates and their
customers, officers, directors, and employees (all referred to in this clause as “Wipro”) from
and against any losses, damages, lialibities, interesls, fines, fenalties, and expenses (including
reasonable attormeys’fees) that out of or result from any and all claims arising out of:
i. Infringement of any patent, copyright, trademark or trade secret right, or other
intellectual property right, private right, or any other proprietary or personal interest.
ii. Breach of their confidentiality obligations.
iii. Act or omission of Service Provider under this Agreement.
iv. Injuries or death to persons or damage to property in any way arising out of or caused
by Serviced performed by, or material provided by Services Provider or persons
furnished by ervices Provider.
v. Assertions under Workers’ Compensation or similar acts made by persons furnished
by Service Provider.
vi. Non-compliance of applicable laws.
9. LIMITATION OF LIABILITY

9.1 Notwithstanding anything to the contrary, under no circumstances will Wipro be

liable for indirect, special, consequential or incidental losses or damages (including,
but not limited to loss of profit, lost or damaged data, failure to acieve cost savings,
loss of equipment or system, or the failure of or increased expense of operations ) of
any kind , regardless of whether any such losses or damages are characterized as
arising from breach of conract, warranty, tort, strict liability or otherwise, even if
 such damages are foreseeable or either or both parties have been advised of the
possibility of such damages.
9.2 Wipro’s monetary liability to Service Provider, regardless of the form of any claim
by Service Provider, including costs, attorneys’ fees and expenses where applicable,
will be limited to the amount of the fee for Services paid by Wiprounder the SOW.
10. LIQUIDATED DAMAGES

Time is the essence of the contract. In case of any delay in delivery due to reaons
attributaible to Service Provider. WIPRO will reserve the right to deduct from future
payments the Liquidated Damages.

The Service Provider agrees that for any delay in performance of the Services, Wipro shall be
entitled to Liquidated Damages. The amount of Liquidated Damages applicable shall be 5%
of the aforesaid penalty agreed shall not be decreased at any time during the period of the
Agreement.

11. INSURANCE

Service Provide agrees to maintain, during the term of this Agreement, such insurance as
will fully protect both Services Provider and Wipro from: (a) any and all claims under any
workers compensation act or employer’s liability laws in such forms, and (b) any and all
other insurable claims of any kind or nature, including, without limitation, damage to
property or personal injury, including deat, made by anyone, that may aries from
performance of the Services by Service Provider or Service Provider’s employees, agents,
representatives or any other persons directly or indirectly acting for Service Provider under
rhis Agreement.

The Service Provider agrees that this shall not constitute a limitation of the Service
Provide’s libiliaty. Furthermore, the Service Provide shall ensure that all insurance
certificates and associated documents are made available to Wipro.

12. ON PREMISE COMPLIANCE:

The Service Prodiver shall take the steps reasonably required by the Wipro to prevent
unauthorized persons being admitted to the Premises. The Service Provider agress that the
Service Provider shall be solely and exlusively liable and responsible for the healt and safety
during deployment of its personnel in the Wipro Premises. Any clain, loss or damages caused
due to the negligence of the Service Provider’s personnel/agent/sub-contractors within Wipro
premises shall be borne by the Service Provider.
13. TERM AND TERMINATION

13.1 the term of this Agreement shall be for a period of onc (1) year from the date of
execution of this Agreement.This Agreement may be renewed for subsequent term upon
Wipro’s sole discrection. In the event the Agreement ha been renewed, all applicable
SOW/WO/PO executed under the Agreement will run co-terminus with this Agreement.
This Agreement may be terminated by Wipro at any time during the intended ter by
giving the Service Provider thirty day’s written notice.
13.2 Wipro may immediately terminate this Agreement in case the service provinder
has committed breach of any of the terms and conditions of the Agreement and has not
cured such breach within a period of thirty (30) days from the receipt of written from
wipro requesting it to do so.
13.3 Either party shall have the right to immediately terminate this Agreement by
giving written notice in the following case :
(i) The other party makes an assignment for the benefit of its creditors;
(ii) The other party goes into liquidation, or a winding up order is made againt it, or it
suffers the appointment of a receiver, trustee or similar officer for the whole or part
of its business or assets, or it files a petition seeking reorganization, compositon or
a similar relief, or it takes any action under any law regarding insolvency
(iii) Service provinder is in breach of section, 15.
13.4 Upon expiration/termination of this Agreement :
(i) Service provinder shall promptly deliver to the other party all data other
information acquaired/prepared/developed by it pursuant to this Agremeent.
(ii) The service provinder shall ensure service to wipro, for a reasonable period, tp
ensure a smooth transition.

14. SERVICES BEYOND THE AGREMEENT END DATE:

If the renewalor a fresh agreementis notfinalized and signed before the end date ofthis
agrement service provider will continue toprovide services till such time that a fresh
agrement is signed orfor a maximum period of60 days from the end date, whicheveris shorter
provided, however, that service provider has receiveda letter extendingthis agrement.
Both the parties agree that renewal ora fresh contract cannot be done with
retrospectivedate and will be applicable only from the date of exeution of thet agrement.
15. Anti bribery
service provider and each of its directors, fficers, employess,agent or other
representatives representand warrants that it will not in connection withits
obligationsunderthis Agrement or any other agreement with Wipro, give, offter,promiseto
offter, or authorize the offer, directlyor indirectly (proxy bribing), anything of value (such as
money, shares, goods or service, gifts or entertaiment) to goverment officials, goverment
customers, potential goverment customer or foreign govermment officials including officials
 of any public international organizations or officials of any political party either in India or
abroad (“Officials”) with an Intent to influence any act or decision in his or her official
capacity, Induce the Official to do or omit to do any act in violation of this or her lawful duty
to obtain any improper advantage, or induce to use such Official’s influence imporoperlyto
affect or influence an act or decision.
Service Provider understands and acknowledges that any non-adherence to the warranty
as stated hereinabove will be violatie of the provisions of the U.S.Foreign Corrupt Practices
Act, 1997,U.K.Bribery Act 2010 and the Indian Prevention of Corruption Act, 1988 (“Anti-
bribery Laws”).
In addition, Service Provider shall promptly report to Wipro of anyincident ofbreach or
potential breach ofthis section.
Additionally, Service Provider shall indemnif,save and hold harmless Wipro, its
sublidiaries and affiliates officers, directorsand employees, against any all losses, penaltties
and expense including court costs and reasonable attorney fees resulting from any breach of
this warranty by Service Provider or its partners. Wipro shall have the right to terminate this
Agreement with immediate effect, without any liability whatsover, if Service Provider is in
breach of this warranty.
Wipro shall have the right to audit Service Provider’s compliance with the provisions of
this Section.

16. NO PARTNERSHIP
Nothing in this Agreement is to be construed to make either party a partner, an agent or
legal representative of the other for any purpose. Neither partyhas any right or authority to
accept any service of process or to receive anynotices on behalfof the other Party or to enter
into any commitment, undertakings, or Agreements purpoting to obligate such other party in
any way, or to amend, modify or vary anyexisting agreements to which such other Party.
Each Party will be solely responsible for compliance with anyapplicable laws,
decrees,regulations or orders affeting the agents, representatives, advisors, employees or
workers of such Party, and will hold the other Party harmless from any claims
whatssoeverarising in connection therewith.

17. PUBLICITY
Service provider without the express written consent ofWipro may not divulge the terms
of the Agreement or make any public statementabout the specifics of the Services performed
hereunder.

18. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performing any of its obligations
hereunder, if such delay or lailure either wholly or party is due to force majeure conditions such
as floods, earthquakes or other acts of god,or any acts of govermmental bodyorpublic enemy,
 wars,riots, embargoes, epidemics,fires or any other causes,circumstances or contingencies
beyond the controlof such party.
The partyaffected bysuch Force Majeure condition shall forthwith notify the other
party/parties, of the nature and extent thereof, in writing, within fourteen (14) ays after the
occurrence of such force Majeure condition and shall,to the extent reasonable and lawful under
the circumstances, use bestefforts to remove orremedysuch cause with all reasonable dispatch.
If the Force Majeure condition in quetions prevails for a continuous period of one (1)
month, the parties affected by such condition shall enter into bona fide discussion with a view to
alleviating its effect on this agreement by agreeing to such alternative agreement as may be fair
and reasonable such as business continuity plan. This clause shall not excuse Service Provider
from implementing any disaster recovery plan or usiness continuity plan that has been agreed
between the Parties.

19. DISPUTE RESOLUTION

19.1 All disputes arising out of or in connection with the Agreement shall be attempted to be
settled through good-faith negotiation between senior management of both Parties,
followed if necessary (and only if agreed by the Parties) by professionally-assited
mediation. Any mediator so designated must be acceptableto each Party. The mediations
will be conducted as specified by the mediator and agreed upon by the Partes. The Parties
agree to discuss their differences in good faith and to attempt, with the assistence of the
diator, to reach an amicable resolution of the dispute. The medition will be treated as a
settlement discussion and therefor will be confidential and may not be used in a later
evidentiary proceeding. The mediator may not testify foreither Party in any later
proceeding relating to the dispute. No recording or transcript shall be made of the
mediation proceedings. Each Party will bear its own costs in the mediation. The feel and
expenses of the mediator will be shared equally y the Parties. In the event that negitiationor
mediation does not result in a resolution of the dispute, the Parties shall proceed to binding
arbitration as set fort below.

19.2 All disputes arising out of or in connetion with the present agreement shall be finally
settled under the Arbitration and Conciliation (Amendment) Act,2015,by a single arbitrator
appointed in accordance with the said rules.

19.3 The place of arbitration will be India. The language of thearbitration shall be English. If
permitted by the applicable rules, limited discovery will bepermittedin connection with
the arbitration upon agreement of theParties or upon a showing of substantial need by the
Partyseekingdiscovery. The arbitrafpr’s decison shall follow the plain and natural
meaning of the relevant document and shall be final and binding. The arbitrator will
haveto award (i) damages inconsistent with the Agreement or (ii) punitive damages or
 any other damages not measures by the prevailing Party’s actual direct damages, and the
Parties expressly waive their right to obtain such damages in arbitration or in any other
forum. All aspects of the arbitration will be confidential. Neither the Parties nor the
arbitrator may disclose the exitence, content or result ofthe arbitration,exceptasnecessary
to comply with legal or regulatory requirements. Each Party will promptly pay its share
of all arbitration feesandcoasts and shall be responsible for its own attormeys fees.

19.4 Notwithstanding the determination by the Parties to utilize arbitration as specipied above
for resolution of disputes arising out of in connection with this agreement, nothing erein
shall preclude either Party from seeking and obtaining from a court of competent
jurisdiction appropriate quitable relief, including without limitation , a temprary
restraining order or other injuctive relief, to prevent a breach of this Agreement relating
to intellectual property, confidentiality, or non-hire and non-solicitation, or to otherwise
maintain the status quo pending outcome of any arbitration.

20. AUDITS AND RECORDS

20.1 During the term of the Agreement and for a period of 18 mont thereafter, Wipro and its
agent, auditors (internal and external), regulatorsand other representatives will have the
right to inspect, examine and audit thesystems, books and records (including supporting
documents and in whatever form the books, records and supporting documentation may
be kept, written electronic orother), data, practices and procedures ofservices Provider,
that are used in connection with this Agreement forthe following purposes:
a. To verify the accuracy of Service Provider’s invoices
b. To verify the integrity of Wipro data and compliance with the anti-corruption, data
privacy, data protection, confidentiality and security requirements of this Agreement;
and
c. To verify the audited party’s compliance with any other provisions of the Agreement.

Service Provider will cooperate fully with the audits and provide such assitance as the
auditors reasonably request.

20.2 Following anaudit, Wipro may provide Service Provider a written report summarizing
the audit’s findings. Within 30days afterreceiving a report from Wiprocontaining audit
findings, Servis Provider will meet Wiproto jointly develop and agree upon and action
plan to promptly addres and resolve any deficiencies, concems, and/or
recommendations in such audit report.
20.2 In support of Wipro’s audit rights, Service Provider will maintain (i) financial relating
to the Agreement in accordance withapplicable legal requirements, (ii) records
substantiating Service Provider’s invoices, (iii) records pertaining to Service
Provider’s compliance with the compliance with laws, and (iv) such other operational
 records pertaining to theAgreement as Service Provider keeps in the ordinary course of
its business. Service Provider will retain such records for the longerof twoyears after
the expiration or termination ofthe Agreement oras otherwise required byapplicable
law. Service Provider will make such records available to Wipro and its audotors,
agents and representatives for examination and copying upon request at Service
Provide’s office or place of bisiness (or ifsuch records are not available at Service
Provider’s office or place of busines,then atanother location convenient to Wipro.

21. GOVERNING LAW

This Agreement shall be interpreted and construed in accordance with thelaws of India,
without regard to its cnflicts of laws provisions.

22. DATA PROTECTION

For the purpose of this provision, the terms ‘personal data’, ’process/processing’, ‘data
controller’, ‘data processor’, ‘data subject’ shall have the same meaning as under the
applicable data protection and privacy law and regulation and notably as in Directive
95/46/EC and any subsequent applicable legislation that may replace them (such as the
European General Data Protection Regulation 2016/679).
The Service Provider acnowledges and agress that any data including without limitation,
personal data must be processed solely for thepurpose for which it is provided id. Only on
behalf and in accordance with Wipro’s documented instructions. The Service Provider
acnowledges and agrees that at all times personal data are processed in compliance with
applicable data protection and privacy regulations and ensures that its employees,
contractors and/or agent comply with the relevant provisions of the applicable data
protection and privacy law and regulation and with the following oblogations, Further, the
Service Provider understands that for the purpose of this Agreement and the Services being
provided hereunder, the Service Provider is the data processor and Wipro is the data
controller. The Parties aree that te Service Provider shall:
I. Use the highe industry standars and data control and take technical and organization or
unlawful destruction or accidental loss, alteraction, unauthorized disclosure, access,in
particular when the processing involvesthe transmission of data over a network, and
againts all other unlawful forms of processing. The Service Provider agrees to provide a
detailed list of such security measures and controls taken at Wipro’s request ;
II. Not process Wipro personal data for any purpose ther than those necesssary for the
performance of this Agreement;
III. Restrict access to all Wipro personal data, whether and processed electronically or
otherwise, to such of the Service Provide’s relevant employers and/or agents and any
subcontractors engaged by the Service Provider who have a specific need to access Wipro
 personal data, and will take reasonable steps to ensure the reliability of any individuals or
entities who have access to Wipro personal data;
IV. Promptly inform Wipro about:
a) Any breach (actual or theatened) of data provided to the Services Provider and the
steps it has taken tomitigate such breach;
b) Any request received directly from the data subjects concerned by Wipro personal
data without responding to that request, unless it has been expressly authorized by
Wipro to do so;
c) Any legally binding request for disclosure of Wipro personal data by a law
enforcement authority unless otherwise prohibited, such as a prohibition under
criminal law to preserve the confidentiality of a law enforcement investigation.
V. Destroy and/or return all data immediately upon expiry/termination of this Agreement, or
earlier if the purpose for which such data is required has been fulfilled. It is clarified that
Wipro may require the Service Provider to delete, amend, modify or otherwise dispose
‘personal data’ at anytime during the term of the Agreement;
VI. Defend, indemnify and hols harmless Wipro, is affialiates [its customers-to be deleted if
the custumer is not the end-user or is otherwise not providing any personal data] from and
againts any and all liabilities, costs, expenses (including legal expenses), damages, injury,
fines, claims, losses that arise from or in respect of use or misuse of data by the Service
Provider or otherwise attributable to any data breach pursuant to this Agreement;
VII. Not subcontract any part of the Services without the prior written consent of Wipro and
witout requiring the sub-processor to sign a contract containing equivalent provisions at
those set out in this provisions. The Service Provider undertakes also to send promptly a
copy of any sub-processor agreement it concludes to Wipto;
VIII. At all times allowWiproor its third party auditor to access to the Service Provider’s data
processing facilities (or the Service Provider’s subcontractor’s facilities) to carry out an
audit of all facilities, equipment,document or electronic data relating to and/or used in the
processing of Wipro personal data by the Service Provider and verify the Service
Provider’s confidentiality and security measures taken, provided that Wipro shall give
reasonable notice to the Service Provider prior to conducting such audit;
The Service acnowledges and agrees that in case of any breach by the Service Provider
tothe above obligations, Wipro is entitled to terminat rhe Agreement.
23. DECLARATION AGAINTS BLACKLISTING:

Service Provider represnt and warrants to Wipro that ason dateof signing of this Agreement,
it is neither blacklisted/debarred nor under a declaration ofineligibility by Central/anySate
Government or Goverment or Semi-Goverment Organization/Departement or Institution and
PSU’s in India or abroad.
 Service Provider further undertakes to duly inform Wipro in the event if it is blacklisted
subsequent to execution of this agreement at any time during the term of the Agreement.

Service Provider shall indemnify,save and hold harmlessWipro, itssusidiaries and affiliates,
officers, directors and employess, against any and all losses, penalties and expense including
court costs shall have the right to terminate this Agreement with immediated effect,without
any liability whatsoever, if Service Provider is in beah of this warranty.

24. GENERAL
Service Provider shallnot assign thisAgreement or SOWs without the priorwritten
consent of Wipro Failure of either Party at any time to require performance of any provision
of this Agreement shall not affect the right to require full performance there of at any time
thereafter,and the waiver by any party of a breach of any provision shall not be taken to be a
waiver of any subsequent breach there of or as nullifying the effectiveness of such
provision.
This Agreement shall not be amended, altered or modified, or any provision herein shall
not be waived except byan instrument in writing expressly referring to this Agrement and
signed by the duly authorized repsentatives of both the Parties,andno verbal Agreement or
conduct of any nature related to the subject matter hereof to the relationship between the
Parties will be considered valid enfoceable.
The clauses, headings and paragraps contained in this Agreement are for general
reference and gidance and shall not be conclusive as to the meaning or the interpretation of
this Agreement.
This Agreement has been executed in twi (2) counterparts, each of which shall be
deemedan original, and each of which shall constitute one and the same instrument.
This Agreement along with the annexures, exhibits contains the entire understanding
betweenthe Parties and hereby supersedes any written and oral communication betweet the
parties prior to signingof this Agreement. This Agrement will prevail over any online terms,
click-wrap or shrink-wrap agreement signed subsequentlyor priorto this Agreement. In the
event of any conflict between the provisions of this Agremeent or any other annexures,
appendices or document attached to this Agreement,the terms of this Agreement shall take
precedence, unless the Parties have expressly agreed in writing to make such deviation in
such subsequent document.
Any noticeor other information requered or authorized by this Agreement to be given by
either Party to other may be given by hand or sent by registered post A.D.,or by courier, or
by facsimiletransmission or comparable means ofcommuication to the other Party at the
following Address.
Wipro:
Attention: General Counsel, Legal Departement,
Email: generalcounsel.office@wipro.com

Wipro Limited,
Doddakkanelli, Sarjapur Road,
Bangalore-560035
India

Service Provider

Attention: Natalia Gozali

Address: Ketapang Business Center B.10-11, Jl.KH.Zainul Arifin No.20

This Service Agreement shallinure to the benefit and be binding upon the respective
successors and permitted assigns of Wipro.
 IN WITNESS WHEREOF the parties hereto have hereunto set thier respective hands
and seals at agreement on the day and years hereinabove written.

FOR AND ON BEHALF OF WIPRO LTD FOR AND ON BEHALF OF

SERVICE PROVINDER MITRA
BUANA KOORPORINDO

Signature : Signature :

Nama : Nama :

Title : Title :

1.Signature : 1.Signature :

Nama : Nama :

ddress : address:

2.Signature : 2.Signature :

Nama : Nama :

address: address:

ANNEXURES :
Service Provinder’s adherence to the code of conduct is mandatory and other
annexures to be decided by Procurement Manager.