Ex-10.6.8






Exhibit 10.6.8




CONFIDENTIAL TREATMENT REQUESTED



The portions of this document marked by “XXXX” have been
omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.



SIXTH AMENDMENT TO THE

MASTER SERVICES AGREEMENT AND STATEMENT OF WORK

DATED MARCH 3, 2008 BETWEEN

MAKEMYTRIP INDIA PVT. LTD.

AND

IBM DAKSH BUSINESS PROCESS SERVICES PVT. LTD.



This Sixth Amendment dated December 18th, 2010 is to the Master Services Agreement and
Statement of Work dated 05.03.2008, First Amendment dated July, 16 2008, Second Amendment dated
July 28th, 2009, Third Amendment dated November 4, 2009, Fourth Amendment dated December 09, 2010
and Fifth Amendment dated December 10, 2010 (collectively referred to as “Agreement”).




BETWEEN



MakeMyTrip India Private Limited, a Company registered under the Companies Act, 1956 and having its
registered office at
2nd
Floor, Plaza Cinema Building, H Block, Connaught Place, New
Delhi 110001 (hereinafter referred to as “MMTL” which expression shall, unless repugnant to or
inconsistent with the context, mean and include its successors and permitted assigns), of the ONE
PART;



And,



IBM Daksh Business Process Services Private Limited, a Company registered under the Companies Act,
1956 and having its Registered Office at BirlaTower,1st Floor, 25, Barakhamba Road, Connaught
Place, New Delhi — 110001 (hereinafter referred to as “IBM” which expression shall, unless
repugnant to or inconsistent with the context, mean and include its successors and assigns), of the
OTHER PART.





1









 








	 	 	 
	REDACTED

	 	CONFIDENTIAL TREATMENT REQUESTED
	 

	 	The portions of this document marked by “XXXX” have been omitted pursuant to a request for
confidential treatment and have been filed separately with the Securities and Exchange Commission.





WHEREAS MMTL has entered into a Master Services Agreement dated 05-03-2008 (hereinafter referred to
as “MSA”) with IBM and both Parties agree to amend the Agreement as mentioned below :



AND WHEREAS the Parties are desirous of amending part of the Agreement pertaining to term of the
Agreement and procedural issues in the Statement of Work




TERMS AND CONDITIONS GOVERNING THIS ADDENDUM:



The Parties have agreed to amend and include the following terms and conditions in regard to the
Agreement:





	1.	 	Delete Point 3 of Second Amendment dated July 28th, 2009 between IBM and MakeMyTrip India
Private Ltd and Second Amendment dated July 28th, 2009 between IBM and MakeMyTrip.com Inc, as
has been subsequently amended by
3rd
Amendment dated
4th November 2009
and replace as follows:
	 
	 	 	Termination for Convenience:
	 
	 	 	(i) Both IBM and MMTL may elect to terminate the original master services Agreement or any
applicable SoW for Convenience. Such Termination can only be done by providing 6 months written
notice period to the other party. Such notice can only be served after 4 years from the
Transaction Effective Date as per original agreement dated 05.03.2008 alongwith the following
termination fee





	 	 	 
	Period of serving termination notice	 	Termination Fee
	5th March, 2012 to 4th March, 2013

	 	XXXXX
	5th March, 2013 to 4th March, 2014

	 	 XXXXX





Notwithstanding anything, contained in the agreement, there will be no termination fee if agreement
is terminated beyond
4th March
2014 ,however, there will be a condition of six months
notice applicable to both parties unless otherwise agreed by both parties in written.





	2.	 	Delete Point 4 of Second Amendment dated July 28th, 2009 between IBM and MakeMyTrip India
Private Ltd and Second Amendment dated July 28th, 2009 between IBM and MakeMyTrip.com Inc, as
has been subsequently amended by
3rd
Amendment dated
4th November
2009and replace as follows:
	 
	 	 	In no month shall the total billable Agent count go below XXX (aggregate at both Gurgaon and
Chandigarh or any other future location), from January’ 2012. Key Milestones for reaching to
400 HC, as minimum billable agent till December’2011 are as per the following ramp up plan :





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Headcounts

	 	 	XXX	 	 	XXX	 	 	XXX
	Ramp up date

	 	 	31.03.2011	 	 	 	30.6.2011	 	 	 	31.12.2011	 





However, in case MMTL represents and both sides agree that there is a scope to reduce the Agent
count because of efficiencies obtained by MMTL by deploying automation, the parties agree that the
billable Agent count reduction could be the higher of the below




2









 








	 	 	 
	REDACTED

	 	CONFIDENTIAL TREATMENT REQUESTED
	 

	 	The portions of this document marked by “XXXX” have been omitted pursuant to a request for
confidential treatment and have been filed separately with the Securities and Exchange Commission.







	 	a)	 	Total reduction of XX headcounts.
	 
	 	b)	 	Total reduction of headcounts such that post reduction, overall
headcount does not fall below XXX.






	3.	 	Delete Section 1 of the First Amendment dated July 16th, 2008 between IBM and MakeMyTrip
India Private Ltd and First Amendment dated July 16th, 2008 between IBM and MakeMyTrip.com
Inc, as has been subsequently amended by
3rd
Amendment dated
4th November 2009 and replace as follows:
	 
	 	 	Due to automation deployment by MMTL as per Section 4 of this Second Amendment and the possible
reduction in Agent count, IBM and MMTL agree to the following Price grid. The grid for any
given month shall be applicable based on the billable agent count in that month.





	 	 	 	 	 	 	 	 	 
	Lines of Business	 	<XXX Headcounts	 	XXXXXX Headcounts	 	XXXXXX Headcounts	 	>XXX Headcounts
	Gurgaon—India LOB’s
	 	 	 	 	 	 	 	 
	Post Sales

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Sales

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Ticketing

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	 
	Chandigarh — India LOB’s
	 	 	 	 	 	 	 	 
	Post Sales

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Sales

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Ticketing

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX






	 	 	 	 	 	 	 	 	 
	Lines of Business	 	<XXX Headcounts	 	XXXXXX Headcounts	 	XXXXXX Headcounts	 	>XXX Headcounts
	Gurgaon—India LOB’s
	 	 	 	 	 	 	 	 
	Post Sales

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Sales

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Ticketing—Ex India

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Ticketing US

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	 	 	 	 	 	 	 	 
	Chandigarh — India LOB’s
	 	 	 	 	 	 	 	 
	Post Sales

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Sales

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Ticketing—Ex India

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX
	Ticketing US

	 	XXXXX
	 	XXXXX
	 	XXXXX
	 	XXXXX







	 	•	 	All prices mentioned above are in INR per Agent per month.
	 
	 	•	 	Prices mentioned above shall remain applicable till 4th of March
2011. Thereafter, prices shall increase by XX effective 5th of March
every year, starting from 5th of March 2011.
	 
	 	•	 	All applicable taxes and levies shall apply over and above these rates as
applicable. However, any income tax or any direct tax related liability will be on
account of IBM. MMTL will deduct the relevant withholding tax (TDS) from the
regular payments for which it will issue a consolidated annual TDS certificate to
IBM.
	 
	 	•	 	For every new LOB or process which is proposed to be added to the current
operations, price will be developed by IBM based on the following 8 key parameters
(apart from other design parameters)






	 	¡	 	Delivery Location
	 
	 	¡	 	Delivery Language
	 
	 	¡	 	Type of work — Back-office, Call center, Blended, F&A or New
	 
	 	¡	 	Hierarchy ratio(s)
	 
	 	¡	 	SU
	 
	 	¡	 	Agent Training period
	 
	 	¡	 	Agent Profile










3









 







	 	¡	 	Complexity of work






	 	•	 	In the eventuality that a new LOB/ process , when mapped to an existing process
in MMTL operations being run by IBM , is without significant variation on the 8
parameters mentioned above, then IBM will make best efforts to offer MMTL a price
for the new LOB/ process which comes closest to the price of the said existing
process used for comparison.
	 
	 	•	 	In the event there is significant variation in the new process from all
existing processes being run by IBM for MMTL, or there is any other reason which
warrants developing a new price, a new price will be developed for this new
process, and will be mutually agreed between the two parties.






	4.	 	This Amendment No. 6 shall be effective from December 1, 2010 (“Effective Date of this
Amendment No. 6”) and shall be co-existent and co-terminus with the Agreement.
	 
	5.	 	Except for the amendments stated under Clauses 1 to 7 above, all other terms of the MSA and
Statement of Work and Amendments shall remain unchanged and in full force and effect between
the Parties.
	 
	6.	 	This Sixth Amendment read together with the Agreement reflects the complete understanding
between the Parties, superseding all prior oral or written communications between the parties
relating to this subject. This Sixth Amendment is incorporated into and deemed to be part of
the Agreement.




IN WITNESS WHEREOF THE ABOVE NAMED PARTIES TO THIS AMENDMENT
HAVE EXECUTED THESE PRESENTS THROUGH THEIR DULY AUTHORISED
SIGNATORIES ON THE DATE FIRST MENTIONED HEREIN ABOVE.



For IBM Daksh Business Process services Pvt. Ltd



	 	 	 	 	 
	Sign:

	 	/S/ Gerry von Kalm
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name:

	 	GERRY VON KALM	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	CFO IBM DAKSH	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:

	 	20/12/2010	 	 
	 

	 	 	 	 





For MakeMyTrip India Pvt Ltd



	 	 	 	 	 
	Sign:

	 	/s/ Vikas Bhasin
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name:

	 	VIKAS BHASIN	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	GROUP FINANCIAL CONTROLLER	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 





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