Agreement between Wayanad Gate Resort a partnership firm, having its registered office at Perintalmanna (hereinafter referred to as “Hotel”, which expression shall unless repugnant to the context herein, include its successors and permitted assigns); and ibibo Web Pvt Ltd, incorporated under the Companies Act,1956 having its corporate office at Plot no 51,Pearl Tower, Sector 32,Institutional area, Gurgaon 122001(hereinafter referred to as “Company”, which expression shall unless repugnant to the context herein, include its successors and permitted assigns). Each of the Company and the Hotel shall be individually referred to as the ‘Party’ and collectively as the ‘Parties’.

WHERAS the Hotel is in the business of running and maintaining hotels more specifically mentioned in Annexure B and the Company in engaged in the business of running its e-commerce portal under the brand name of ‘Goibibo” on the URL-www.goibibo.com (“Website”);

AND WHEREAS the Hotel has approached the Company for promotion of the Hotel’s services on the Website and the Company has agreed to provide the desired service on the terms and conditioned mentioned herein below.

This Agreement for consists of 4 parts:

Annexure A- General Terms and ConditionsAnnexure B- Inventory and Hotel PackagesAnnexure C- Consideration Annexure D- Cancellation Refunds and Retention Policies

The Parties have read, understood and agreed to this Agreement by affixing the signatures of their authorized signatories.

For Wayanad Gate Resort For Ibibo Web Pvt Ltd

Signature:

Name:Sumesh

Designation: Manager

Signature:

Name:Vikas Pudhierkar

Designation: Sr Manager

ANNEXURE-A: GENERAL TERMS AND CONDITIONS

1. Understanding of the Parties:

During the term of this arrangement, upon and for the consideration more particularly set out herein, Hotel shall offer to Company, such inventory and hotel packages as mentioned in Annexure B , on an exclusive basis and the Company shall market and promote the same through the Website in accordance with the terms hereof.

2. Term of the arrangement:

The arrangement set out herein shall be deemed to have come into effect from January 15, 2013 and can be terminated by either party by giving 1 month’s written notice to the other Party (“Notice Period”). Even after the termination or expiry of this Agreement, the Hotel shall honor any bookings made by Company’s customers up till the effective date of termination or expiry of this Agreement. Further the Company reserves the right to terminate this Agreement with immediate effect in the event of material breach of the provision of this Agreement by the Hotel

3. Consideration: In lieu of the Company providing promotion services to the Hotel, the Hotel agrees to pay the consideration, as stated in Annexure C (“Consideration”).

4. Service Conditions :

a. Company shall notify all reservations made to the Hotel via email or as per as per the reservation formats mutually agreed between the Parties

[b.] The Hotel has committed to book such number and category of rooms as set out in this Agreement on an exclusive basis for the Company. Further all details of the costs or charges including applicable local taxes have been mentioned in Annexure C to this Agreement and shall not be amended or altered at any time.

b.[c.] Incase of any changes to the existing tariff plans, the same shall be mutually agreed between the Parties in writing.

c.[d.] The Hotel shall at all times honour all bookings and reservations done by Company’s customers, once the booking is confirmed by the Company. Further incase the Hotel is unable to honour such bookings or reservations due to any reason whatsoever, the same shall be considered as a material breach. In such a case the Hotel shall at all times make accommodation at comparable (if not identical) alternate hotels, at its own cost and expenses, to honor confirmed bookings or reservations. The Hotel shall be solely responsible for any consumer compliant arising out or in relation to Hotel’s inability to honour the bookings.

5. Representation and warranties:

The Hotel represents and warrants to the Company that:

a. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions to do so;

b. It has all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business, more particularly for the services;

c. It has full right, title and interest in and to all trade names, trademarks, service marks, logos, symbols and other proprietary marks (collectively ‘IPR’) which it provides to Company , for use related to the services, and that any IPR provided by a Party will not infringe the marks of any third party;

d. It will provide such cooperation as the Company may reasonably requests in order to give full effect to the provisions of this Agreement and

e. All information, content, images, facilities, amenities etc available at the Hotel’s website or provided by the Hotel to the Company is true, correct and updated.

f. The Hotel shall at no time charge any extra charges, taxes and/or levies, over and above what has been specified at the time of booking. .The hotel shall only charge the customer for any additional facility used by the customer which was not included while making the booking.

g. The execution and performance of this Agreement by either of the Parties does not and shall not violate any provision of any existing arrangement, law, rule, regulation, any order or judicial pronouncement

6. Cancellation Refunds and Retention Policies :

a. Every booking shall be made, amended or cancelled by informing the office address specifically mentioned in Annexure D to this Agreement in writing

b. The cancellation, retention and refund policies of the Hotel are annexed as Annexure D to this Agreement and any modification thereto shall be mutually agreed between the Parties in writing.

7. Indemnity:

a. Hotel shall defend, indemnify and hold harmless the Company and its affiliates, directors, officers and employees from any and all claims, demands, action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against the Company arising out or in relation to (i) any consumer complains arising out of Hotel’s services including but not limited to unavailability, deficiency and/ or misbehaviors (ii) breach of any applicable laws and (iii) breach of any of representations, warranties and obligations under this Agreement.

b. The obligations set out in this clause shall survive the Term of this Agreement.

7. Process for Dealing with Customer Disputes:

In case the Company receives a complaint from a customer regarding the Hotel’s service, the Company shall communicate the same to the Hotel and the Hotel shall be responsible to respond the same within 1 working day of intimation by Company/customer. The resolution of the dispute will be based on facts of the matter at hand gathered from the Hotel, the customer and any other third parties. The decision of the Company shall be final in respect of such a dispute. If the resolution involves payment by the Company to the customer, then the amount so paid shall be adjusted in the

amount payable to the Hotel. If no amount is payable to the Hotel, then such amount shall become payable by the Hotel to the Company as debt owed to the Company and shall be paid by the Hotel within ten days of being notified to do so by the Company.

8. Limitation of liability:

In no event shall Company be liable under this Agreement for any indirect, incidental, special, punitive or consequential loss or damage, any loss of profits, loss of business, loss of revenue and/or loss of goodwill, except in case of any infringement of intellectual property rights or any violation of law. Further, notwithstanding anything in the Agreement to the contrary, the maximum aggregate liability of the Company under this Agreement shall be limited to the amounts received by the Company as commission in the month immediately preceding the month in which the cause of action arose. The obligations set out in this clause shall survive the Term of this Agreement .

9. Miscellaneous

a. Amendment: Company reserves the right to modify the contents of this Agreement at any time. The Hotel can view the most current version of the Agreement on the Website.

b. Non Poach: The Hotel agrees that during the Term of this Agreement and 1 (one) year after the expiry/ termination of this Agreement , the Hotel shall not poach any employees, associates or consultants from the Company.

c. Confidentiality: The Hotel acknowledges and agrees that in connection with this Agreement, the Hotel will have access to information relating to the Company’s or its affiliate’s business affairs, operations, products, processes, methodologies, plans, projections, know-how, market opportunities, suppliers, customers, marketing activities, sales, software, computer and telecommunications systems, costs and prices, wage and records pertaining to finances and personnel (“Confidential Information”) and hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than as strictly required for the performance of this Agreement . All such Confidential Information is and shall remain the exclusive property of the Company and no license shall be implied to have been granted with respect to such Confidential Information by reason of Hotels access to such Confidential Information. Hotel undertakes to use all precautions required to enable it to comply with all the terms of this Agreement and to ensure similar compliance of the same by its employees/ personnel.

d. Arbitration and Jurisdiction: All claims arising under this Agreement shall be resolved amicably by the Parties. If such dispute is not resolved amicably between the Parties within 7 days then the same shall be referred to arbitration. The arbitration proceedings shall be carried out by a sole arbitrator in accordance with the rules and regulations under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted at New Delhi in English language. Subject to the above, the Parties agree to submit to the exclusive jurisdiction of courts at New Delhi in respect of any dispute under this Agreement . However, the Parties shall have the right to approach the courts at New Delhi at any time for injunctive relief.

e. Force Majeure: Neither Party shall be responsible to the other for failure to perform their respective obligations under this Agreement due to causes beyond its reasonable control. Such causes include but are not limited to an act of god, fire, strike, act of war, riot, and act of terrorism or governmental prohibition. If the force majeure condition continues for more than thirty (30) days, then, either Party may terminate this Agreement by giving a notice of termination with immediate effect after completion of these thirty (30) days, to the other Party in writing.

f. Notice: All correspondence and notices under this Agreement shall be given in writing at the following address: In case of a change in address, each Party shall notify the other Party, in writing, about such change.

If to Hotel: Wayanad Gate ResortsMananthavady-Mysore RoadKattikkulam, Wayanad (Dist)Kerala, India.PIN-670 645

If to Company: General Counsel, ibibo Web Pvt Ltd, 3rd Floor, Pearl Tower, Plot No 51, Sector 32, Institutional Area, Gurgaon – 122 001, Haryana, India

g. Severability: If any provision of this Agreement shall contravene or be illegal, invalid or unenforceable under the laws of any state in which this Agreement shall be performed or enforced, then such contravention, illegality, invalidity or unenforceability shall not invalidate the entire Agreement and the Agreement shall be modified to the extent necessary to make it enforceable.

h. Independent Parties : The Parties acknowledge and agree that the relationship between them is solely that of independent contractors and nothing in this Agreement is to be construed as employer / employee, franchise/ franchisee, agent / principal, partners, joint ventures, co owners, or otherwise participants in joint or common undertaking and the relationship is purely on principal to principal basis.

i. Survival: The clauses of this Agreement that are by their nature intended to survive shall so survive the Term of this Agreement.

j. Assignment: Each of the Parties understands and acknowledges that each Party shall not assign or otherwise transfer its rights or obligations under the Agreement, in whole or in part, without the prior written consent of the other Party. However, the Company may at any time assign or transfer all or any part of its rights or obligations arising under or in connection with this Agreement to any of its affiliate entities without requiring the prior written consent of the Hotel.

k. Entire Agreement: This Agreement contains the entire Agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter.

Annexure B- Inventory and Hotel Packages

PROPERTY GENERAL INFORMATION

Property Name Wayanad Gate Resort

Address

Wayanad Gate ResortsMananthavady-Mysore RoadKattikkulam, Wayanad (Dist)Kerala, India.PIN-670 645

City Wayanad State / Province Kerala Postal Code 670 645

Country India Star RatingNot Rated (As per self rating 3 star)

Number of Rooms

11

Location Located at Kattikkulam (Wayanad), close to Thirunelli temple, Tholpetty Wild life sanctuary and Kuruva island.

Hotel Website www.wayanadgateresort.com

Property Type(Select ONE only)

Hotel Serviced Apartment Motel Resort Hostel/Backpacker B & B

Other (specify):      

Children Policy(From / To Ages)

5 and above to inclusive Check-In Time 12:00 AMCheck-Out

Time12:00 AM

Children Policy(From / To Ages

CONTACT DETAILS

Primary / Sales* Reservation General Additional

Contact Name Mr.Rasheed Mr. Sumesh Mr. Siddik Mr.Mohd basheer

Title Mgt.Representative Manager Director Director

Email rasheedkk@gmail.com wayanadgateresort@gmail.com siddy.service@gmail.com basheerktm@gmail.com

Telephone +919400703333 +91 4935 250005 +919495230799 +974 55824007

Fax

ACCOUNTING CONTACTS

Contact Name Title Email Telephone Fax

Primary * Mr.Basith Accountant wayanadgateresort@gmail.com +919809953516

Secondary

BANK & ACCOUNT DETAILS

Account Name Wayanad Gate Resort

Account Number 013006700000360

Bank Name and

Branch Name

Dhanalakshmi Bank

Perintalmanna

Address The Dhanalakshmi Bank Ltd, Door No.PM/5/148/13 First Floor,City Centre, Pattambi Road, Peinthalmanna.

State/Province Kerala

Postal Code 679 322

RTGS/NEFT Code DLXB0000130

PROPERTY DESCRIPTIVE INFORMATION

Primary Property Description / Key Consumer Message (Character limit: 4000)

We are here to introduce you to a new world of natures’ beauty. As all says Kerala is God’s own country, this venture makes a way to know how true it is. Wayanad is well known for its natural magnificence. An ideal destination for vacationing and business travelers. It is a district in north western kerala, in a region of immense beauty and a astounding variety of wildlife. The majestic landscape is scattered with high-ceilinged ridges and stunning waterfalls and mountain streams

Wayanad Gate Resorts LLP, formed by a group of enthusiastic people, to offer the best hospitality to the travelers to the Wayanad. We offer a chance for our customers to feel the ethnic beauty of nature in its fullest. We are proud to say that we have a couple of staff who gives their best services to each and everyone. Hospitality to our customers will be the best in all means.

Location (Character limit: 250)

The district of Wayanad is located between the North Latitude 110 27' and150 58' and East Longitude 750 47' and 700 27' on the Southern tip of the Deccan plateau.Dominated by the Western Ghats, one of the world's last surviving tracts of tropical biodiversity, Wayanad's terrain is characterized by extensive stretches of wilderness.Being traditionally more or less isolated from the rest of Kerala, the region has a distinctive character of it's own.

Restaurant (Maximum of 12 dining outlets; 1000 Character limit each)

Multi cuisine restaurant

General (Character limit: 250) Wayanad, the green paradise is nestled among the mountains of the Western Ghats, forming the border world of the greener part of Kerala. Clean and pristine, enchanting and hypnotizing, this land is filled with history and culture. Located at a distance of 76 km. from the sea shores of Kozhikode, this verdant hill station is full of plantations, forests and wildlife.

This resort is situated very close to Thirunelli Temple, Kuruva Island and Thrisilery temple

Airports / Transports – specify names and distances if available (Character limit: 250)

International Airport: Kozhikkode (Calicut) 121km

Domestic Airport: Kozhikkode (Calicut) 121km, Mysore 100km.

Closest Public Transport: Kozhikkode Railway Station, 107km

Closest Major City: Kalpetta, 35km. Mananthavady 10km.

PROPERTY FACILITIES/AMENITIES (Select all that apply)

Airport transfer - Dry cleaning Room service

Baby sitting service Games room Room service – 24 hrs

Ballroom Gift shop Safe deposit box

Banquet facilities Golf course Secretarial services

Bar Gym / Fitness facilities Smoke-free hotel

Barbecue area – Special arrangement Internet access – High-SpeedSpa Services (Massage, Facial, Steam Room, etc.)

Basketball court Internet access – Wireless Solarium

Beauty Salon/Hairdresser Laundry service Squash court

Billiards Library Swimming pool – indoor

Bowling Lift / Elevator Swimming pool – outdoor

Business centre Lobby Table tennis

Casino Night club Tennis court

Children's facilities Non-smoking rooms Tour desk

Concierge Parking facilities

Conference facilities Pets allowed

Currency exchange Plunge pool

Disabled facilities Reception

Doctor on call Restaurant

ROOM FACILITIES/AMENITIES (only select common amenities across ALL room types)

Air conditioning Heating Refrigerator

Alarm clock Internet access Room service

Balcony / Terrace Iron / Ironing board Safe in room

Bathrobe Jacuzzi / Whirlpool / Spa bath Shared bathroom

Bathroom amenities Kettle Shaver in bathroom

Cable / Satellite TV Full Kitchen Stove / Oven

CD player Kitchenette Tea and coffee making facilities

Ceiling fan Laundry service Telephone

Clothes dryer Microwave oven Toaster

Color TV Mini bar Valet service

Crockery / Cutlery Modem / data port connection Video player

Disabled facilities Non-smoking rooms Voicemail

DVD player Pay TV Washing machine

Ensuite / Private bathroom Pay-per-view movies

Hairdryer Radio

PLACES OF INTREST

PLACE DISTANCE FROM HOTEL (KMS)

Tholpetty Wild life sanctuary 12 km

Thirunelli Temple 23 km

Kuruva Island 4 km

Sujipara water falls 50 km

Edakkal Cave 45 km

Meenmutty waterfalls 55 km

Banasura sager dam 29km

Muthanga wild life sanctuary 55 km

Thrisilery temple 6 km

Irupu waterfalls 26 km

Pazhassi tomb 8 km

Begur Reserve Forest 2 km

Pookode Lake 46 km

Chembra Peak 35 km

Pakshipathalam 20 km

Nagerhole National Park 29 km

Bandipur National Park 111 km

Coorg 28 km

ANNEXURE C- CONSIDERATION

ROOM AND RATES INFORMATION – Rack Rates /Sell Rate /Nett Rate

Validity Room Name Single Dbl E.Adult ChildMeal Plan

Allocation MLOSMax Occ.

Cut Off

From January 2013Deluxe Non Ac 1500 500 CP 5 1day 3

To March 2014

From January 2013Executive Ac 3000 500 CP 4 1day 5

To March 2014

From “Kera hut” cottage Non Ac

4500 500 CP 1 1day 3To

From

To

From

To

From

To

Commission: _____14%__________ Taxes on Nett rate / Rack rate: _____12.5%__________(For Rack/Sell rate)

Child below 5 years : Complimentary

ANNEXURE D- CANCELLATION REFUNDS AND RETENTION POLICIES

CANCELLATION POLICY : (e.g. 1 night rate if within 24hrs)

We suggest the below cancellation policy, if you have different kindly update.

Standard Cancellation Policy

Up to 48 hours prior to arrival date No cancellation fee

From 24 hours up to arrival date 01 Night Retention

Signed on behalf of goibibo: Signed on behalf of Hotel:

Name: : Vikas J Pudhierkar Name: Sumesh

Title: Sr Manager Title: Manager

Date: ______________________ Date: 12/01/2013