EX-4.10



 Exhibit 4.10 

Dated May 20, 2014 
 (1) Vedanta Resources Plc 

(2) Sesa Sterlite Limited 
 REPRESENTATIVE OFFICE
AGREEMENT 







 AGREEMENT dated May 20, 2014 

BY AND BETWEEN 
 Vedanta Resources Plc (Reg
No. 04740415), a company incorporated under the laws of England & Wales and having its registered office at 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ (hereinafter referred to as VR Plc which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors); 
 AND 

Sesa Sterlite Limited, a company registered under the laws of India and having its registered office at Sesa Ghor, 20 EDC Complex, Patto, Panaji,
Goa-403001 (hereinafter referred to as SSL which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors). 

VR Plc and SSL shall individually be referred to as Party and collectively as Parties. 

WITNESSETH: 
 WHEREAS VR Plc is a
London listed, metals and mining company and is the ultimate parent company of SSL and various other group companies in India and across the world. VR Plc has a pool of qualified and well experienced managerial, financial and technical personnel.

 WHEREAS SSL is the BSE, NSE and NYSE listed company which is the result of Group consolidation. It now has world-class assets across iron-ore,
copper, aluminium, zinc-lead-silver, oil & gas and commercial power in India, and with operations in India, Australia, Namibia, South Africa, Sri Lanka and Ireland. SSL also has downstream investment in Bharat Aluminium Company Limited,
Hindustan Zinc Limited and Cairn India Limited. 
 WHEREAS with the size and scale of its business and being a global player, SSL requires a presence
in United Kingdom to represent it in its financial, legal and other dealings in the course of its business and to augment its business operations, financial resources and represent before consultants, lawyers and the like. 

WHEREAS VR Plc has indicated it would be willing to act as a representative for SSL; 

WHEREAS the Parties have agreed that VR Plc shall render such services to SSL on the terms and conditions hereinafter contained. 

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 
  

	1.	Representative Office and other services 

  

	1.1	VR Plc is hereby appointed as a non-exclusive representative of SSL outside India for the Term (hereinafter defined) to enable it to render technical and commercial services to SSL for promotion of SSL’s
business and/or to raise funds. 


  
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	1.2	VR Plc agrees to put at SSL’s disposal skilled employees and its knowledge and experience in order to fulfil its obligations hereunder which includes attending meetings with, preparing and providing
information/documentation for all parties that SSL directs VR Plc to assist them with as well as any potential business counterparty nominated by VR Plc to SSL. 

  

	1.3	VR Plc shall not enter into any agreements, understandings or otherwise on behalf of SSL which is likely to impose liability, other than with SSL’s prior written consent. 


 

	2.	Fees 

  

	2.1	In consideration of the aforementioned services, SSL shall pay to VR Plc a lump-sum fee of US$ 2 million per annum. 

  

	2.2	Unless agreed by the Parties to the contrary, VR Plc shall issue the invoices to SSL in September and March in each year during the Term (hereinafter defined) for the fee in arrears. SSL shall pay each invoice
within 45 days following receipt of the invoice. In case of any dispute on the fee, SSL shall ensure payment of the undisputed portion of the fee and the Parties shall attempt to resolve the disputed items as soon as practicable in good-faith.


  

	2.3	SSL shall pay the gross fee to VR Plc and in case of any withholding taxes, SSL shall increase the fee amount to such extent that net fee after deduction of withholding tax shall equal the gross fee as calculated under
this Agreement. In the event of withholding tax, SSL shall provide VR Plc with the necessary vouchers certifying the tax withheld. 

  

	2.4	All gross fee and all amounts payable under this Agreement are exclusive of VAT (or any similar tax) which SSL shall forthwith pay at the rate from time to time prescribed by law. VR Plc shall provide SSL with a valid
VAT invoice. VR Plc shall provide reasonable assistance to SSL to enable it to recover any VAT so charged. 

  

	2.5	If SSL fails to make any payment due to you under this Agreement, without prejudice to any other right or remedy available to it, VR Plc may charge interest on the amount outstanding, at the rate of three per cent
(3%) per annum. Such interest will be calculated from the date or last date for payment to the actual date of payment, both dates inclusive, and will be compounded quarterly. SSL shall pay interest upon demand. 


 

	3.	Confidentiality 

  

	3.1	The Parties shall keep confidential, and not use for any purpose other than for the purposes hereof, any information that either VR Plc, SSL or its subsidiaries may have access to or that comes to their knowledge during
the course of services being rendered hereunder, and neither Party shall disclose the same to any third party (other than to its employees and other professional advisors on a need-be basis who agrees to undertake the confidentiality obligations as
hereunder) without first obtaining the other Party’s prior written consent. 

  

	3.2	At the end of the Term, both Parties shall immediately deliver to the other Party all materials, records, databases, documents and other papers which are in its possession, custody or control and that are the other
Party’s property, or that otherwise relates to the other Party’ business. 

  

	4.	Independent Contractor Relationship 


  
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 Nothing in this Agreement shall be construed as constituting the relationship of employer and
employee, a joint venture, arrangement for sharing profits or partnership between the Parties. 
  

	5.	Term and Termination 

  

	5.1	This Agreement shall be effective from 1st April 2013 and shall be valid for a period of five (5) years i.e. up to 31st March 2018 (Term), unless terminated in advance by mutual consent or as provided in clause 5.2 below. 


 

	5.2	Either Party may terminate this Agreement by giving notice to the other if: 

  

	 	5.1.1	the other is in breach of any provision of this Agreement and (if it is capable of remedy) the breach has not been remedied within 60 days after receipt of written notice specifying the breach and requiring its remedy;
or 

  

	 	5.1.2	the other becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction); or 


 

	 	5.1.3	a delay in performance under clause 6 lasts for more than 6 months. 

  

	5.3	All clauses, which by their very intent require to survive the termination or expiry, shall survive the termination or expiry of this Agreement for any reason and continue indefinitely. 


 

	6.	Force Majeure 

 If the performance by either Party of any obligation under this Agreement
(except a payment obligation) is delayed or prevented by circumstances beyond its reasonable control, the affected Party shall not be in breach of this Agreement because of that delay in performance. 

 

	7.	Liability 

  

	7.1	VR Plc makes no representation nor gives any warranty to SSL that any advice or information given by VR Plc, or the content or use of any materials, works or information it provides in connection with this Agreement,
will not constitute or result in any infringement of third-party rights. 

  

	7.2	Notwithstanding anything contained herein, neither Party’s liability for any breach of this Agreement or the termination hereunder shall extend to any compensation, reimbursement or damages or losses, or any loss
of prospective profits, loss of revenue, loss of anticipated sales, loss of data, and including but not limited to expenditure, investment, lease, commitment, loss of contracts or opportunity, whether direct or indirect, even if the possibility of
those losses were within contemplation. 

  

	8.	General 

  

	8.1	 Notices: Any notice to be given under this Agreement must be in writing, may be delivered to the other Party by speed post/registered post/courier or
any means of 



  
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recorded delivery, and will be deemed to be received on the date of receipt or latest within two (2) business days of posting. 


 

	8.2	Headings: The headings in this Agreement are for ease of reference only; they do not affect its construction or interpretation. 


 

	8.3	Assignment: Neither Party may assign or transfer this Agreement as a whole, or any of our rights or obligations under it, without first obtaining the written consent of the other Party. 


 

	8.4	Severability: If any part or any provision of this Agreement is considered void or unenforceable in any jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not
be affected or impaired. 

  

	8.5	Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to its subject matter and each acknowledges that it has not entered into this Agreement on the basis of any warranty,
representation, statement, agreement or undertaking except those expressly set out in this Agreement. 

  

	8.6	Formalities: Each Party shall take any action and execute any document reasonably required by the other Party to give effect to any of its rights under this Agreement, or to enable their registration in any
relevant territory provided the requesting Party pays the other Party’s reasonable expenses. 

  

	8.7	Amendments: No variation or amendment of this Agreement shall be effective unless it is made in writing and signed by both Parties. 


 

	8.8	Third parties: No one except the Parties has any right to prevent the amendment of this Agreement or its termination, and no one except you or us may enforce any benefit conferred by this Agreement, unless this
Agreement expressly provides otherwise. 

  

	8.9	Governing Law and Dispute Resolution: This Agreement is governed by, and is to be construed in accordance with the laws of England & Wales. Any dispute which has arisen or may arise out of, or in
connection with, this Agreement shall be referred to a single arbitrator to be finally resolved by arbitration under the Rules of Arbitration of the London Court of International Arbitration (LCIA), which rules are deemed to be
incorporated by reference into this clause. The seat, or legal place, of arbitration shall be London, England and the language of arbitration shall be English. The decision of the arbitrator shall be final and binding to the fullest extent permitted
by law. Subject to the foregoing, either Party may bring proceedings for an injunction before any competent English courts. 


  
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 IN WITNESS WHEREOF this Agreement has been entered into the day and year first written above. 

 

			
	SIGNED for and on behalf of	  	)
		
	VEDANTA RESOURCES PLC	  	)
		
	Director	  	)
		
	Director/Company Secretary	  	) /s/ Tom Albanese
		
	SIGNED for and on behalf of	  	)
		
	SESA STERLITE LIMITED	  	)
		
	Director	  	)
		
	Director/Company Secretary	  	) /s/ D. D. Jalan


  
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