8.1

Any dispute, question or difference arising between the parties in connection with this agreement or otherwise in regard to the relationship by virtue of the terms of this agreement including the construction and scope of the agreement shall first be referred to the Chief Executive of BSES and a Senior Official to be designated by the Chief Executive of the Holding Company not by way of arbitration but with a view to amicably resolve the issue by discussion and conciliation.

8.2

In the event that such dispute, question or difference cannot be amicably resolved between them during the period 30 days of the dispute being notified by either party for such resolution, the dispute question or difference shall be referred to arbitrator shall be final and binding.

8.3

The arbitrator shall be in accordance of the provisions of the arbitrator and Conciliation Act, 1996 or any statutory modification or reenactment thereof as applicable at the relevant time. The location for the arbitration shall be in Delhi. The award of the arbitrator shall be final and binding.

8.4

Notwithstanding the discussion, conciliation efforts and/or arbitrator mentioned above, Holding Company shall have the absolute and unconditional right to appropriate the earnest money deposited if Holding Company is of the opinion that BSES has committed a breach or failure of the terms and conditions of the Bid Documents or of this Agreement. The Holding Company shall however give notice in writing to BSES of its proposal to appropriate the earnest money and permit BSES to present its view against such appropriation of earnest money by the Holding Company within 3 days of the notice. BSES however acknowledge and accept that the notice to be given by the Holding Company shall not in any manner affect the unconditional nature of the right of the Holding Company to encash and appropriate the earnest money.

IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY THEIR RESPECTIVE DULY AUTHORISED OFFICERS AS OF THE DATE SET FORTH ABOVE.