Global Learn Fellowship Grant

Muellners Foundation Grant Agreement: (Global Learn Fellowship Grant)

This Muellners Foundation Grant Agreement (this “Agreement”) is dated (date of digital sign) between:

  1. Muellners Foundation (Grantor) and;

  2. You, whose principal address is at Your address. (Grantee)

DEFINITIONS:

Authorized Organizational Representative” means a person with authority to enter into, administer, and/or terminate grants and make related determinations and findings under the grant.

“Fellow” shall mean the individual identified as the Research Fellow in the Grant Summary. The Fellow is an early-career youth identified as Grantee, who performs research in the financial inclusion, social sustainability and green initiatives, social and behavioral sciences, health sciences and medicine, engineering and physical sciences, earth and life sciences, or relevant interdisciplinary fields.

“Grantee” shall mean the individual or entity identified as such in the Grant Summary.

“Mentor” shall mean the individual identified as the Mentor in the Grant Summary. The Mentor is a senior-level, independent researcher at the Foundation or associated with the Foundation.

“Foundation” shall mean the Muellners Foundation, Copenhagen, Denmark. The Muellners Foundation is a private, federally chartered voluntary association.

“Funded Development” shall mean the research and development, produced under this agreement, in open source projects- Apache Fineract, Finscale and other initiatives of the Muellners Foundation

“Muellners” shall mean the Muellners ApS, registered in accordance with the Danish Business Authority, CVR: 41548304, and its affiliates, subsidiaries and foreign branches.

“Fellowship” shall mean the nature of the relationship, as accorded, between the Grantor and Grantee, as the virtue of this agreement.

“Fellowship period” shall mean the period starting from the commencement date of this agreement until the date of termination,regardless of whatever the reason(s) of the termination.

“Data Security Agreement” shall mean the Independent data security agreement between Muellners and the Grantee or Fellow (as identified in the Grant Summary).

“***” Refer digitally signed copy between You and Muellners Foundation for exact specifics wherever this document is marked with ***

GRANT SUMMARY

Description

Name

Authorized Organizational Representative

***

Fellow

***

Grantee

***

Mentor

***

RECITALS

A. The Grantor has agreed to award USD *** (amount in words)(the “Grant”) to the Grantee to assist the Grantee in undertaking work relating to the development of various open source initiatives, promoted, supported and maintained by the Grantor.

B. The Grantee has agreed to receive the Grant subject to the terms and conditions set out in this Agreement.

AGREED TERMS

1. GRANT AWARD

1.1. Subject to the conditions set forth in Clause 2, the Grantor shall pay the Grant to the Grantee a total of (***) USD, disbursed monthly/quarterly/in advance/yearly in (***) equal US Dollar denominated instalments in accordance with Schedule 1.

1.2 Each portion of the Grant shall be paid into a bank account in the name of the Grantee as follows:

(See *** in "Definitions" for this section)

1.3 If the above listed bank account is not operational due to any reason(s) whatsoever, the Grantor and the Grantee will make provisions for payment of the portion of the Grant in digital currency.

1.4 The Grantee will bear any transaction related charges such as bank remittances fee etc.

1.5 The Grantee will be responsible for any taxes- both state or federal in connection with the grant amounts, in the country of his/her tax residence.

2. CONDITIONS

2.1 Without limitation to the Grantor’s rights and remedies under contract or law, the Grantor’s obligation to make any payments of the Grant shall be subject to the Grantee:

2.1.1. Not being in breach of any term of this Agreement;

2.1.2 Continuing, in the reasonable opinion of the Grantor, to work on projects related to Apache Fineract, Finscale and other such open source initiatives, routinely promoted by the Grantor;

2.1.3. Ensuring all work product generated from this agreement is made available through an open source software licence without restriction;

2.1.4. Complying with applicable laws and regulations, or not having committed any action or inaction which in the reasonable opinion of the Grantor may result in the Grantee being in breach of applicable laws and regulations;

2.1.5. Not undertaking activities that are likely to bring the reputation of the Grantor into disrepute;

2.1.6. Promptly disclosing to the Grantor details of any other grants, gifts or other payments received related to development work; and

2.1.7. Submitting short report(s) to the grantor every month, which is intended to be published under an open source license on https://research.muellners.org. The reports should relate to the development work conducted by the Grantee and be produced up to a suitable standard, although there is a degree of flexibility as to the subject matter of the report. The final decision as to the suitability of the content will be determined by the Grantor.

2.1.8. The Grantee must abide by the rules and regulations, policies and framework of the Grantor at all times.

2.1.9. The Grantee must allocate a reasonable amount of time and effort in order to fulfil his/her responsibilities as per this agreement. The definition of a reasonable amount of time is at the sole discretion of the Grantor.

It is generally understood that at least a minimum of (*** for this section) hours per each week should be given by the Grantee to undertake the Grantee’s responsibilities as per this agreement. It is the Grantee’s responsibility to document the amount of time and effort required to undertake the project(s) or assignment(s).

2.1.10. HUMANITARIAN LICENSE: The Grantee grants the Grantor a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid up, sublicensable license to make, use, sell, offer to sell, import, distribute, copy, create derivative works, publicly perform, and display funded developments that is:

(a) owned, controlled, or developed by Grantee, or in-licensed with the right to sublicense; and

(b) either incorporated into a funded development or reasonably required to exercise the license to a funded development.

The Grantee confirms that he/she has retained sufficient rights in the funded developments to grant this license. The Grantee must ensure this license survives the assignment or transfer of funded developments.

On request, the Grantee must promptly make available the funded developments and essential background technology to the Grantor for use solely under this license. If Grantee demonstrates to the satisfaction of the Grantor that Grantor’s causes can best be achieved without this license, the Grantor and Grantee will make good faith efforts to modify or terminate this license, as appropriate.

2.2 Grantor confirms that the funding of the Grant to the Grantee is not subject to any conditions other than those set out in this agreement, and in particular the Grantee shall be entitled to choose the projects and other assignments to be undertaken relating to the Open Source Software Development at his/her sole discretion, under the guidance of a Mentor, identified in the Grant Summary.

2.3 Grantee’s performance of the subject work under this Grant Agreement shall be under the technical direction of the individual identified as the Mentor in the Grant Summary. The choice of a mentor is at the sole discretion of the Grantor.

2.4 Reporting: Grantee shall provide a one-year written progress report within thirty (30) days after the end of the first year of this Grant Agreement to the Mentor or the Grantor’s Program Officer, which shall inform Grantor on activities being carried out under the Grant, including but not limited to project accomplishments to date.

Within thirty (30) days upon completion of the Grant Agreement, Grantee shall provide in writing a Final Fellowship Grant Report. The Final Fellowship Grant Report shall address the original objectives of the research and development. The Grantee understands and agrees that Grantor will make the Final Fellowship Grant Report available to the public.

Within one year after the termination of the grant, Grantee shall notify Grantor about any publications resulting from or follow-up work to the grant activity and, where applicable, where data generated with grant funding were deposited or archived.

3. STATUS

3.1. This Agreement constitutes a contract for the grant of funding and not a contract of employment and accordingly the Grantee shall be fully responsible for and shall indemnify the Grantor and each and any affiliate of the Grantor in respect of the Grantee's own tax wherever arising and any other liability assessment or claim arising from or made in connection with the performance of this Agreement and shall further indemnify the Grantor against all reasonable costs and expenses and any penalty fine or interest incurred or payable by the Grantor in connection with any such liability assessment or claim made against the Grantor or its affiliates in such respects. The Grantor may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments of the Grant to be made by the Grantor under this Agreement.

3.2. Nothing in this Agreement shall constitute or be construed as constituting or establishing any partnership or joint venture between the parties hereto for any purpose whatsoever.

3.3. Nothing in this Agreement shall render the Grantee and Grantee, agent or partner of the Grantor and the Grantee shall not hold out as such. At no time shall the Grantee hold him/herself out as having authority to bind the Grantor.

4. TERM AND TERMINATION

4.1. Except where otherwise specified and subject to early termination as set out in Clauses 4.2 and 4.3, the terms of this Agreement shall apply from the date of this Agreement until the Grant has been paid in full to the Grantee.

4.2. Either party shall be entitled to terminate this Agreement by giving not less than three months written notice.

4.3. The Grantor shall be entitled to terminate immediately by giving written notice upon the occurrence of any of the following events:

4.3.1. The Grantee is not, at any time, in compliance with any of the conditions set forth in Clause 2.1; or

4.3.2. The Grantee is subject to any bankruptcy, insolvency, winding up or similar order, petition, motion or action, criminal or civil suit in any local or international competent jurisdiction.

4.4. Upon expiry or termination of this Agreement, this Agreement shall cease to have any further force and effect except that Clauses 3, 4.4 and 5 to 8 shall survive. Termination or expiry of this Agreement shall not affect any rights or remedies accruing to a party prior to such termination or expiry.

5. CONFIDENTIALITY

5.1. Each party shall during the term of this Agreement and thereafter keep secret and confidential all business, technical or commercial information relating to the other party (collectively, “Confidential Information”) disclosed to it as a result of or in relation to this Agreement and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of this Agreement or save as expressly authorised in writing by the other party.

5.2. The obligation of confidentiality contained in Clause 5.1 shall not apply or shall cease to apply to any Confidential Information which:

5.2.1. at the time of its disclosure by the disclosing party is already in the public domain or which subsequently enters the public domain other than by breach of the terms of this Agreement by the receiving party;

5.2.2. is already known to the receiving party as evidenced by written records at the time of its disclosure by the disclosing party and was not otherwise acquired by the receiving party from the disclosing party under any obligations of confidence; or

5.2.3. is at any time after the date of this Agreement acquired by the receiving party from a third party having the right to disclose the same to the receiving party without breach of the obligations owed by that party to the disclosing party.

5.3. Neither party shall make any announcement in respect of the subject matter of this Agreement without the prior written consent of the other party.

5.4 In addition to the clauses as mentioned in this Section 5: Confidentiality, the Grantee may come across confidential information from Muellners ApS, a company registered under the Danish Business Act, with its registered address in Copenhagen, Denmark.

In order to abide by the confidentiality, data protection and security framework of Muellners, these independent terms and conditions are further laid out in an Independent Data Security Agreement, to be signed at or around the same time this Grant agreement is signed.

6. WARRANTIES AND UNDERTAKINGS

The Grantee warrants, undertakes and agrees that:

6.1. he/she shall at all times comply with all applicable laws;

Grantee shall comply with all applicable laws, rules, regulations, ordinances, orders or requirements and any governmental authority relating to the project activities specified in this Grant Agreement. Grantee shall neither discriminate nor permit discrimination in his/her conduct or practices against any person or group of persons on the grounds of race, color, religion, national origin, sex, sexual orientation, or disability in any manner prohibited by law, nor shall Grantee engage in or permit sexual harassment of any person in any manner prohibited by law.

Anti Terrorism: International laws prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of the Grantee to ensure compliance with these Executive Orders and laws in his/her own activities.

6.2. all financial and other information concerning the Grantee which has been disclosed to the Grantor is true and accurate; and

6.3. he/she is not subject to any contractual or other restriction which may prevent or materially impede him/her from receiving the Grant or meeting his/her obligations herein.

7. MISCELLANEOUS

7.1. The Grantor may retain or set off any sums owed to it by the Grantee which have fallen due and payable against any sums due to the Grantee under this Agreement.

7.2. The Grantee may not, without the prior written consent of the Grantor, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of this Agreement.

No portion of this grant may be sub-granted, assigned, or otherwise disposed of, unless specifically authorized in writing by Grantor.

7.3. Non competition: During the term of this agreement - the fellowship period, Grantee may not engage in any work for another individual, group or company that is related to or in competition with the Muellners or its affiliates, subsidiaries, foreign branch. Grantee will fully disclose to the Grantor of any other employment relationships that Grantee has and Grantee will be permitted to seek other employment provided that

(a.) it does not detract from Grantee’s ability to fulfill his/her responsibilities, and

(b.) Grantee is not assisting another organization in competing with the Muellners.

7.4. Non solicitation: Grantee agrees that during the term of this Agreement - the fellowship period and for a period of twenty four (24) months following the termination or expiration of this Agreement, Grantee shall not make any solicitation to employ the Grantor’s, and Muellners’ personnel without written consent of the Muellners, to be given or withheld in the sole discretion of Muellners. For the purposes of this clause, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement, and the hiring of any such Grantees or independent contractor who freely responds thereto shall not be a breach of this clause.

To the fullest extent permitted by law, for a period of twenty four (24) months after termination of this Agreement, Grantee shall not, directly or indirectly, solicit any partner or customers of

the Muellners. Grantee agrees that such solicitation would necessarily involve disclosure or

use of confidential information in breach of the confidentiality provisions of this Agreement.

Grantee acknowledges and agrees that, in the event Grantee violates any of the restrictions

of the non-solicitation provisions herein, Grantee will be without adequate remedy at law. The Muellners will therefore be entitled to enforce such restrictions by temporary or permanent injunctive or mandatory relief obtained in an action or may have at law or in equity, and the Grantee hereby consents to the jurisdiction of such court for such purpose, provided that reasonable notice of any proceeding is given, it being understood that such injunction shall be in addition to any remedy which Muellners may have at law or otherwise.

7.5. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the party shall be construed and enforced accordingly, to effectuate the essential intent and purposes of this Agreement.

7.6. This Agreement supersedes all prior agreements, written or oral, between the Grantee and the Grantor relating to the subject matter of this Agreement.

7.7. This Agreement may not be amended or modified in whole or in part, except by an agreement in writing signed by the Grantee and the Grantor.

7.8. All notices and other communications in relation to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, e-mailed, or mailed (first class postage prepaid) to the address of the relevant party, as referred to above or otherwise notified in writing. If personally delivered or if e-mailed all such communications shall be deemed to have been given when received (except that if received on a non-working day or after 5.00 pm on any working day they shall be deemed received on the next working day) and if mailed all such communications shall be deemed to have been given and received on the second working day following such mailing.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by and shall be construed in accordance with the laws of Denmark. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered under the Danish Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be governed by the Danish Business law. The seat of arbitration shall be in Copenhagen. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English and the selection of arbitrator(s) shall be at the discretion of the Grantor’s Board.

The parties hereto have executed this agreement as of the date first written above:

For and on behalf of Muellners Foundation:

Signature:

Name:

Title: Board Member

Date: Updated 17th July,2021

For and on behalf of Grantee:

Signature:

Name:

Date:

SCHEDULE 1

(***)

*End of Grant Agreement*

DATA SECURITY AGREEMENT

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In the course of fellowship period and your grant, you may come across confidential information from Muellners ApS and this Data Security Agreement governs this:

Independent Data Security Agreement of Muellners ApS and Acknowledgement of, and Agreement to, Muellners’s Privacy Agreement

You (hereinafter referred to as “Fellow”) and identified as both Grantee and Fellow in the Grant Summary of the Fellowship Grant Agreement between Muellners Foundation and You, under the Learn Fellowship program agrees that

1. All information received by Fellow from Muellners (“Muellners”) including its shareholders and foreign controlling company in Denmark or from any other source on behalf of Muellners is “Confidential Information” and shall be maintained in confidence and not disclosed, used or duplicated by Fellow, except as described in this Data Security Agreement and Acknowledgement of, and Agreement to, Muellners’s Privacy Agreement (the “Data Security Agreement”). To the extent this Data Security Agreement is inconsistent with any other agreement Fellow has with Muellners, this Data Security Agreement will control.

2. Confidential Information includes, without limitation, all lists of customers, former customers, applicants and prospective customers of the Muellners, and all information relating to and identified with such persons, including but not limited to any and all non-public personal information (“NPPI”) or any personally identifiable financial information regarding the Muellners’s customers and their customers, as such terms are defined under the relevant Laws of Denmark and India; financial information of investors of the Muellners; business volumes or usage; pricing information; information concerning business plans or business strategy; sales methods; marketing plans; finances; contracts; legal affairs; business affairs; any trade secrets or other information that is not generally available to the public; any information that a party is obligated to keep confidential (e.g., pursuant customer lists, sales methods, pricing methods, to a contractual or other obligation such as federal privacy obligations owing to a third-party or shareholders of the Muellners); information about other employees; and the terms and conditions of any agreement between Fellow and the Muellners, including this Agreement and any Data Processing Service Agreement or any statements of work or supplemental agreements attached thereto.

3. Fellow acknowledges and agrees that all Confidential Information obtained from the Muellners or on behalf of the Muellners, shall be deemed highly sensitive, confidential, private and proprietary and at all times Fellow shall with the utmost of care and confidentiality, handle, keep, maintain and secure from others any Confidential Information to which Fellow is provided access to by the Muellners.

4. Fellow may use Confidential Information only in connection with the performance of Fellow’s obligations and responsibilities under Fellow’s various agreements with the Muellners, including the Data Processing and Service Agreement. Fellow shall not copy Confidential Information or disclose Confidential Information to any third person and organisation(s) who do not need confidential information in order for the Fellow to perform his duties and responsibilities under Fellow’s agreements with the Muellners. Confidential Information shall be returned to the Muellners or destroyed upon the earlier of

1) the request of the Muellners; 2) the termination of the agreements between Fellow and the Muellners; or 3) the Work contemplated by the Grant agreement between Fellow and the Muellners Foundation have been completed.

5. Fellow shall not advertise, market or otherwise make known to others any information relating to the subject matter of this Data Security Agreement or the agreements between the Muellners and Fellow, including mentioning or implying the name of the Muellners. Fellow is not in the business of selling, distributing or marketing Confidential Information to other third parties, advertisers or marketers, and Fellow agrees that he/she will not share Confidential Information with, or disclose, furnish or sell to any third party except as otherwise authorized by this Agreement. If Fellow proposes to disclose Confidential Information to a third party in order to perform under its agreements with the Muellners, Fellow must first obtain the consent of the Muellners to make such disclosure and Fellow must enter into a confidentiality agreement with such third party under which that third party would be restricted from disclosing, using or duplicating such confidential information, except as consistent with this paragraph. To the extent Fellow is required by law to provide a third party with Confidential Information covered by this Data Security Agreement. Fellow shall provide the Muellners with at least 30 days prior written notice of such disclosure so the Muellners may seek a protective order.

6. Fellow represents and warrants that his collection, access, use, storage, disposal and disclosure of Confidential Information, including NPPI of Muellners’s customers and customers of Muellners’s customers, does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to laws of Denmark and India and all regulations promulgated thereunder. Without limiting Fellow’s obligations hereunder, Fellow shall implement administrative, physical and technical safeguards to protect Confidential Information and NPPI that are no less rigorous than accepted industry practices including, and shall ensure that all such safeguards, including the manner in which Confidential Information and NPPI is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Agreement.

7. If in the course of his/her fellowship under the Grant Agreement, Fellow has access to or will collect, access, use, store, process, dispose of or disclose credit, debit or other payment cardholder information, Fellow shall at all times remain in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at Fellow’s sole cost and expense. The Muellners will also train and educate the Fellow from time to time regarding changes to regulations, at its own cost. However, the Fellow cannot plead ignorance to such changes as the Fellow is actively working in the financial services Industry and understands the sensitive nature of confidential information accessible by Fellow during his/her fellowship period.

8. At a minimum, Fellow’s safeguards for the protection of Confidential Information and NPPI shall include:

(i) limiting access of Confidential Information and NPPI;

(ii) Adherence to and helping to secure Muellners facilities, data centers, paper files, servers, back-up systems and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability;

(iii) implementing network, device application, database and platform security;

(iv) securing information transmission, storage and disposal;

(v) implementing authentication and access controls within media, applications, operating systems and equipments;

(vi) encrypting Confidential Information and NPPI stored on any mobile media;

(vii) encrypting Confidential Information and NPPI transmitted over public or wireless networks;

(viii) strictly segregating Confidential Information and NPPI

(ix) Adherence to appropriate personnel security and integrity procedures and practices, including, but not limited to, Muellners’s background checks policy consistent with applicable law; and

(x) Adherence to appropriate privacy and information security training.

9. During the period of Fellowship and for a period of 7(seven) years thereafter, Fellow shall at all times abide and adhere to standards of Fellow’s obligations under this Data Security Agreement and Muellners’s standard policies and procedures, a copy of which is available to the Fellow, upon his/her request. Fellow further agrees that it shall adhere to maintain a disciplinary process to address any unauthorized access, use or disclosure of Confidential Information and NPPI.

10. Fellow shall resolve to serve and shall be available to assist Muellners twenty-four (24) hours per day, seven (7) days per week in contact in resolving obligations associated with a Security Breach; (ii) notify Muellners of a Security Breach as soon as practicable, but no later than twenty-four (24) hours after Fellow becomes aware of it; and (iii) notify Muellners of any Security Breaches by telephone at the following numbers: +45xxxxxxxx(***) and with a copy by e-mail to the primary contact within Muellners.

11. Immediately following the Fellow's notification to the Muellners of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach. Fellow agrees to fully cooperate with Muellners in management’s handling of the matter, including, without limitation: (i) assisting with any investigation; (ii) providing Muellners with physical access to the facilities and operations affected; (iii) facilitating interviews with others involved in the matter; and (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise required by Muellners.

12. Fellow shall use best efforts to immediately remedy any Security Breach and prevent any further Security Breach in accordance with applicable privacy rights, laws, regulations and standards. The Fellow shall reimburse Muellners for actual costs incurred by Muellners in responding to, and mitigating damages caused by, any Security Breach, including all costs of notice and/or remediation pursuant to this Data Security Agreement.

13. Fellow agrees that it shall not inform any third party of any Security Breach without first obtaining Muellners’s prior written consent, other than to inform a complainant that the matter has been forwarded to Muellners’s legal counsel. Further, Fellow agrees that Muellners shall have the sole right to determine: (i) whether notice of the Security Breach is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies or others as required by law or regulation, or otherwise in Muellners’s discretion; and (ii) the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation.

14. Fellow agrees to reasonably cooperate at its own expense with Muellners in any litigation or other formal action deemed necessary by Muellners to protect its rights relating to the use, disclosure, protection, and maintenance of Confidential Information and NPPI.

15. Upon Muellners’s written request, to confirm Fellow’s compliance with this Data Security Agreement, as well as any applicable laws, regulations, and industry standards, Fellow grants Muellners or, upon Muellners’s election, a third party on Muellners’s behalf, permission to perform an assessment, audit, examination or review of all controls in Fellow’s physical or technical environment in relation to all Confidential Information and NPPI being handled and/or services being provided to Muellners pursuant to this Agreement. The Fellow shall fully cooperate with such assessment by providing access to knowledgeable third party personnel, physical premises, documentation, infrastructure, and application software that processes, stores or transports Confidential Information and NPPI for Muellners pursuant to this Agreement and as relevant to the security and confidentiality of Confidential Information and NPPI shared during the course of this Agreement.

16. Upon the Muellners’s written request, to confirm compliance with this Agreement, as well as any applicable laws and industry standards, Fellow shall promptly and accurately complete a written information security questionnaire provided by Muellners or a third party on the Muellners’s behalf regarding information technology environment in relation to all Confidential Information and NPPI being handled and/or services being provided by Fellow to Muellners pursuant to this Agreement.

A Fellow shall fully cooperate with such inquiries. Muellners shall treat the information provided by Fellow in the security questionnaire as Fellow’s Confidential Information.

17. All terms used in this Data Security Agreement have the meanings given them in the federal “Privacy of Consumer Financial Information '' regulations, GDPR, EUROPE and those of privacy regulations in India. The Muellners may disclose in the future, to Fellow certain NPPI about consumers and customers of financial institutions, in the Muellners. Fellow agrees to maintain the confidentiality of all such NPPI to the same extent that the Muellners and its affiliates are required to maintain it, under all federal and state accompanying regulations, including any regulations promulgated thereunder, and under any privacy policy of the Muellners or any written agreement between the Muellners and any third party, provided however, Fellow’s obligation to comply with any privacy policy of the Muellners or any written agreement between the Muellners and third party shall only apply after the Muellners provides a copy of such privacy policy and/or written agreement to Fellow or makes it available on Muellners’s website. Fellow further agrees not to disclose or use any such information except to carry out the purpose for which the Muellners provided such information or any similar state regulation by which the Muellners is bound.

18. Notwithstanding any contrary provision of any agreement between the Muellners and Fellow, Fellow agrees to defend, indemnify and hold the Muellners and any affiliate, subsidiary, officer, director, Fellow, agent and/or representative of the Muellners, harmless from any loss, cost, judgment, settlement, civil money penalty, claims, damages, or other expenditure, including full reasonable attorney fees at trial and on all appeals, incurred by the Muellners, required of the Muellners or voluntarily made by the Muellners in good faith, if it is caused, in whole or in part, directly or indirectly, by any violation of the obligations contained in this Data Security Agreement or that in any way arise from or are related to any of Fellow’s acts, omissions or other conduct of Fellow in violation of this Data Security Agreement.

I agree to the above terms and conditions of this Data Security Agreement by Muellners.

Signature:

Name:

Date: