**Exhibit4.10**LEAVE AND LICENCE AGREEMENT**This Leave and Licence Agreement (the “Agreement”) is made at Mumbai on 29th Dec 2006**BETWEEN**1. Sofotel Software Services Private Limited, a company incorporated under the Companies Act,1956, and having its registered office at 10-B, Bakhtawar, Nariman Point, Mumbai 400021(hereinafter referred to as the “Licensor”, which expression shall, unless repugnant to thecontext or meaning thereof, be deemed to mean and include its successors and assigns) of OnePart;**AND**2. WNS Global Services Private Limited, a company incorporated under the Companies Act, 1956,and having its office at Gate 4, Godrej & Boyce Complex, Pirojshanagar, Vikhroli (W) Mumbai400 079, (hereinafter referred to as the “Licensee”) of the Other Part.(“Party” or “Parties” shall have individual or collective reference to the Licensor and theLicensee). ***Page 1***
 

 
**WHEREAS**A. The Licensor has the absolute right to use, occupy, possess and enjoy the entire buildingknown as the Commercial Office Building (the “Building”) (along with its common areas andexclusive car parking spaces) situated on plot No. 192B and which is more particularlydescribed in the Plan annexed hereto as ***Annexure A.*** B. The Licensee has requested the Licensor to grant to the Licensee the use of the officepremises on the second floor of the Building having, *inter-alia*, an aggregate area admeasuring35,870 sq.ft. or thereabouts (the “Premises”) on a leave and licence basis and the Licensorhas agreed to grant such permission to the Licensee by way of leave and licence for theperiod, at the consideration and upon the terms and conditions as hereinafter mentioned.NOW THEREFORE THE PARTIES AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS:**1.** **GRANT OF LICENCE AND TERM OF THE AGREEMENT**   The recitals contained herein shall be deemed to constitute an integral operative part ofthis Agreement. 1.1 In consideration of the licence fees hereinafter reserved and of the rights and the covenantsof the Licensee hereinafter contained, the Licensor hereby agrees to grant to the Licensee andthe Licensee hereby agrees to take on leave and licence the Premises for a term of 60 monthscommencing from 1 January, 2007 (the “Effective Date”) on the terms and conditions hereincontained. 1.2 The Licensor hereby confirms that in view of the licence granted by this Agreement thedirectors, employees, servants, staff, agents and the *bonafide*visitors of the Licensee shallbe permitted and shall be at liberty to enter and use the Premises for the purposes of theLicensee’s business. 1.3 The Licensor shall, on the Effective Date, hand over to the Licensee, physical possession ofthe Premises and a set of duplicate key(s), which would permit the Licensee to gain access tothe Premises and all other areas in and around the Premises. **2.** **CONSIDERATION** 2.1 In consideration of the licence hereby granted by the Licensor to the Licensee for thePremises and the Services to be rendered by the Licensor under Clause 6 hereunder, the Licenseehereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,32,738 (Rupees Sixteenlakh thirty two thousand seven hundred and thirty eight only) per month (the “Licence Fees”)for a period of thirty six (36) months commencing the Effective Date where after both partiesshall mutually agree to an escalation of License Fees, which in no event shall exceed fifteen(15) percent of the License Fees and such mutually agreedescalated License Fees shall be payable by the Licensee to the Licensor for the balance of the license period i.e. twenty four (24)months. It is clarified that except for ***Page 2***
 

 
  the Licence Fees, the Licensee shall not be liable topay any further fees, service charges, rentals, maintenance, water charges, municipal taxes orany pre-quantified annual/monthly maintenance charges to the Licensor or any other third partyin relation to the Premises and the Licensor acknowledges that the due payment of the LicenceFees forms the sole and adequate consideration for the licence granted herein and the Servicesto be rendered by the Licensor under Clause 6 hereunder. It is hereto agreed between theParties that the Licensee shall have the exclusive right to use only in the manner in whichsuch common areas in any building are normally put to use and in keeping with the décor /layout of the Building, the common areas of the Premises that have been demarcated in the planannexed hereto as ***Annexure A***(the “Common Areas”) without payment of any additional licencefees or rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, on or before the5th (fifth) day of each month for that month’s use. The Licensor herby covenantswith the Licensee that upon the Licensee paying the Licence Fees on or before the datementioned herein, in the manner herein provided and by observing and performing the covenants,conditions and stipulations herein contained, the Licensee shall be permitted unimpeded useand occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may berequired under the Income Tax Act, 1961 or any other law as may be applicable and shall makepayments to the Licensor subject to such taxes being withheld. The Licensee shallperiodically and always within a reasonable time provide the Licensor with the relevant TDScertificates in respect of the aforesaid tax deductions. 2.4 The Licensee shall, during the term of this Agreement, pay all regular outgoings in respectof the Premises. These shall include the charges for electricity consumed based on thereading of the meter installed in that behalf within the period stipulated in the bill issuedby the supplier of electricity to whom the payment shall be directly remitted by the Licensee.The Licensor undertakes to forward to the Licensee the bills for such electricity supply, ifat all the Licensor receives such bills. It shall however not be the Licensor’sresponsibility to track and ensure the receipt of the bills by the Licensee whoseresponsibility it shall be to ensure that the electricity bills are always paid regularly. **3.** **SECURITY DEPOSIT** 3.1 On or before the execution of this Agreement, the Licensee shall deposit with the Licensor asum of Rs. 16,32,738 (Rupees Sixteen lakh thirty two thousand seven hundred and thirty eightonly) as an interest free security deposit (hereinafter referred to as the “SecurityDeposit”). On completion of the initial thirty six (36) months as per clause 2.1, the securitydeposit would increase proportionately with the License fee. 3.2 The Licensor shall repay to the Licensee the Security Deposit upon the expiry or soonerdetermination of the licence period simultaneously upon handing over of vacant Premises (dulydebonded) by the Licensee to the Licensor. Licensor. As provided herein or on thesettlement of any outstanding bills in respect of the premises payable by the Licenseehereunder, whichever is earlier, provided that the Licensee removes themselves theirbelongings, equipment, furniture and fixtures from the premises and hands over the ***Page 3***
 

 
  vacant possession of the premises (duly debonded) by the licensor forthwith upon suchexpiry/determination. 3.3 If the Licensor fails to refund the Security Deposit or any part thereof for any reasonwhatsoever, the Licensee shall, without prejudice to its right to recover the Security Depositor any part thereof or to any legal remedy available to it, be entitled to claim from theLicensor interest calculated at the rate of 2% per month on outstanding Security Deposit orany part thereof, calculated till the date of actual payment of the said amount. **4.** **LICENSEE’S COVENANTS**   The Licensee hereby agrees, undertakes and covenants with the Licensor as follows: (a) that within the Premises, including the Common Areas within the Building theLicensee shall keep the interior walls, floors, ceiling, doors, windows, electricfittings and installations and water connections in good order and condition(reasonable wear and tear and loss or damage by fire, accident, irresistible force oract of God excepted);  (b) that upon the expiration or sooner determination of this Agreement, theLicensee shall remove from the Premises, all such furniture and fittings belonging tothe Licensee without in any way damaging the Premises;  (c) that upon the expiry of the period of the license or sooner determination ofthis Agreement, the Licensee shall forthwith vacate the Premises andhand over vacantand peaceful possession of the Premises (duly debonded) to the Licensor;  (d) that the Licensee shall promptly notify the Licensor of any notice received bythe Licensee in respect of the Premises;  (e) that subject to Clause 10.1 hereto, the Licensee shall not have any right totransfer, assign, mortgage or part with possession of the Premises or create any thirdparty rights therein in any manner whatsoever;  (f) that the Licensee shall keep all articles, furniture, fixtures, vehicles orvaluables in the Premises at its own risk in all respects and the Licensee shall nothold the Licensor responsible or liable for any damage to the same or any loss due totheft etc, provided that such damage, loss or theft is not caused by the negligence ofthe Licensor, its employees or agents;  (g) that the Licensee shall permit the Licensor’s authorized representatives toinspect the Licensed Premises during the day upon providing reasonable prior notice inthat behalf of at least 3 (three) working days to the Licensee;  (h) that the Licensee agrees that it shall not undertake any activity which wouldbe contrary to the terms and conditions of this Agreement or which would otherwiseadversely affect the Licensor’s right, title or interest inrespect of the Premises; ***Page 4***
 

 
 (i) that the Licensee shall bear all running costs incurred in the operation of allback to back standby diesel generators installed by the Licensor pursuant to Clause5(e) of this Agreement.**5.** **LICENSOR’S COVENANTS**   The Licensor hereby agrees, undertakes and covenants with the Licensee as follows: (a) that upon the Licensee observing and performing the stipulations and covenantsherein contained to be observed and performed by it, the Licensee shall during theperiod of this Agreement, use and occupy the Premises without interference from theLicensor or any person or persons claiming under or through it;  (b) that the Licensor has the sole and absolute possession of the Premises, hasproper title to the Premises and has the full power and absolute right and authority togrant unto the Licensee the Premises to use the same for its business activities;  (c) that there is no mortgage, charge, encumbrance, impediment or restraint orinjunction against the Licensor or in respect of the Premises that would in anyway affect the Licensee’s rights under this Agreement. Further, theLicensor undertakes that it shall not, during the subsistence of this Agreement, createany charge, mortgage or other encumbrance over the Premises or assign, transfer orotherwise deal with the Premises in such a manner so as to prejudice the rights of theLicensee hereunder;  (d) that it has obtained comprehensive insurance policy/ies designed to cover all risksassociated with the Premises and shall provide a copy of such insurance policy/ies tothe Licensee on the date of execution hereof. The Licensor further undertakes that itshall duly and promptly pay all premiums / fees in connection with the said insurancepolicy/ies during the subsistence of this Agreement;  (e) that the Licensor shall, install back to back standby diesel generators toenable the said generators to generate adequate power and support for the entirePremises including the electricity requirements of the Licensee;  (f) subject to Clause 6, that the Licensor shall bear all the expenses towardsmaintenance and upkeep in relation to the air-conditioning provided by the Licensor;  (g) subject to applicable local and municipal regulations, that the Licensee shallbe entitled to put up nameplates and signages in respect of its business at such places inthe Premises as may seem appropriate to the Licensee;  (h) that the Licensor shall, in the event of termination/expiry of this Agreementand simultaneously upon the peaceful vacation of the Premises (duly debonded) by theLicensee, refund to the Licensee the whole of the Security Deposit subject to and asprovided in Clause 3.2 above; ***Page 5***
 

 
 (i) that the Licensor has obtained all the requisite statutory approvals inrelation to the Premises and that the occupation and use of the Premises by theLicensee is in consonance with such approvals. Further, the Licensor represents andwarrants that it shall ensure that the requisite statutory approvals and permits inrelation to the Premises and use and occupation thereof remain in force at all timesduring the subsistence of this Agreement;  (j) that the Licensor, has obtained all requisite corporate and other approvals inrelation to the licence of the Premises to the Licensee as contemplated herein andfurther that the execution of this Agreement shall not result in any violation of anylaw or any agreement between the Licensor and any third party or otherwise contravene anythird party rights;  (k) that the Licensor shall keep the Building’s exterior and the Common Areasaround the Building in good repair and condition (reasonable wear and tear and loss ordamage by fire, accident, irresistible force or act of God excepted). However, anydamage to the premises resulting from the exceptions mentioned herein shall notrelieve the obligation of the Licensor to make best endeavor to repair the Premises atthe earliest if such damage has resulted in interruption wholly or partially of theconduct of business activities of the Licensee;  (l) that the car parking spaces within the Building but separately demarcated forthe Premises shall be reserved exclusively for the Licensee and that it shall take allnecessary steps to ensure that no third party uses or encroaches upon the same.**6.** **SERVICES** 6.1 The Licensor shall with effect from the Effective Date provide the Licensee and theiremployees during the tenure of the Agreement, the following facilities and amenities (the“Services”): (a) Security arrangements in respect of the common areas outside the Building andin the parking areas;  (b) Maintenance and upkeep of the common area around the Premises and the Building.Without prejudice to the generality of the foregoing, the Licensor shall, at all timesduring the subsistence of the Agreement, keep the common area around the Premises andthe Building clean and hygienic and in a good state of repair including but not limitedto provision of water disposal services, repainting the exterior of the Premises,maintenance and upkeep of the common areas around the Premises, maintenance and upkeepof the lift, arranging for regular pest control, water tank cleaning, upkeep andmaintenance of the garden around the Premises and subject to Clause 6.1 (c) hereunderundertaking any major repairs or structural changes/modifications to the Premises asmay be required; ***Page 6***
 

 
 (c) The Licensor shall obtain the prior written permission of the Licensee beforeundertaking any major repairs or structural changes /modifications to the Premises,which are likely to interfere with the peaceful enjoyment and day-to-day activities ofthe Licensee;  (d) The Licensor shall ensure that all water and electricity connections and sewageand waste disposal facilities in the common areas, as described in ***Annexure A*** hereto,are kept in a good state of repair;  (e) The Licensor shall at the request of the Licensee demarcate slots for thepurpose of car parking and paint the said facility so that the slots are clearlyvisible. The Licensor shall also maintain the car-parking slots and ensure that nothird party encroaches upon the same. The access to the car park facility shall beavailable exclusively to the Licensee and their employees, representatives, designeesand *bonafide*visitors at all times during the tenure of theAgreement;  (f) The Licensor shall permit lorries and other vehicles for transporting theLicensee’s goods and material to enter the Building premises;  (g) The Licensor shall provide suitable space in the Building for the installationof any satellite antenna or microwave tower and ancillary equipment that the Licenseemay be desirous of erecting and duct space enabling the connection of the said antennaor tower or ancillary equipment to any area within the Premises. It is hereby clarifiedthat any statutory or regulatory approvals required for the erection or operation ofthe aforesaid antenna or tower shall be obtained by the Licensee at its cost and theLicensor shall render to the Licensee all reasonable assistance that Licensee mayrequest in that behalf;  (h) The Licensor shall be responsible for the provision of satisfactory firefighting facilities including but not limited to the provision and maintenance of thefire hydrants within/around the Premises and periodical statutory testing/certificationof equipment in accordance with the local rules/regulations as may be prevalent/issuedby the Pune Municipal Corporation;  (i) The Licensor shall ensure that it provides adequate water storage facilitiesfor the Premises, meeting the total requirements and for the exclusive utilisation of theLicensee.6.2 The Licensor shall ensure that the Services shall not interfere or impede the Licensee’speaceful enjoyment and use of the Premises. ***Page 7***
 

 
**7.** **NOTICES** 7.1 Any notice and other communications provided for in this Agreement shall be in writing andshall be first transmitted by facsimile/electronic transmission, and then confirmed bypostage, prepaid registered airmail or by nationally recognised courier service, in the manneras elected by the Party giving such notice to the following addresses: (a) In the case of notices to the Licensor:   Address: Sofotel Software Services Pvt. Ltd  10B, Bakhtawar, Nariman Point  Mumbai 400 021Fax    : +91 22 2202 0359Attn.   : Mr. Deepak DesaiE-mail : sofotel@vsnl.net (b) In the case of notices to the Licensee:   Address: WNS Global Services Pvt Ltd  Plant 10, Godrej & Boyce Complex  Pirojshanagar, Vikhroli (W)  Mumbai 400 079Fax: +91 22 5518 8960Attn.: Mr. Neeraj BhargavaE-mail: neeraj.bhargava@wnsgs.com   With a copy of the notice to:   Address: WNS Global Services (P) Ltd  Sofotel Building  National Games Road  Yerwada, Pune 411 006Fax    : +91 20 5606 2801Attn.  : Ms. Sulakshana Patankar  Col. Anil UmmatE-mail : sulakshana.patankar@wnsgs.com  anil.ummat@wnsgs.com7.2 All notices shall be deemed to have been validly given on (i) the business date immediatelyafter the date of transmission with confirmed answer back, if transmitted byfacsimile/electronic transmission, or (ii) the business date of receipt, if transmitted bycourier or registered mail. 7.3 Either Party may, from time to time, change its address or representative for receipt ofnotices provided for in this Agreement by giving to the other Party not less than 30 days priorwritten notice. ***Page 8***
 

 
**8.** **ARBITRATION** 8.1 If any dispute arises amongst Parties hereto during the subsistence of this Agreement orthereafter, in connection with the validity, interpretation, implementation or allegedmaterial breach of any provision of this Agreement or regarding a question, including thequestions as to whether the termination of this Agreement has been legitimate, the Partiesshall endeavor to settle such dispute amicably. 8.2 In the case of failure by the Parties to resolve the dispute in the manner set out abovewithin 30 days from the date when the dispute arose, the dispute shall be referred toarbitration of a sole arbitrator to be appointed by the Parties or in case of disagreement asto the appointment of the sole arbitrator to a panel of three arbitrators with each Partynominating one arbitrator and the arbitrators so appointed appointing the third arbitrator.The place of the court of arbitration shall be Mumbai. The arbitration proceeding shall begoverned by the Arbitration and Conciliation Act, 1996 and shall be in the English language.The arbitrator/arbitral panel shall also decide on the costs of the arbitration proceedings. 8.3 The arbitrator’s/arbitral panel’s award shall be substantiated in writing and the Partiesshall submit to the arbitrator’s/arbitral panel’s award which shall be enforceable in thecourt of law in Mumbai. 8.4 The provisions of this Clause shall survive termination of this Agreement. **9.** **TERMINATION**   This Agreement shall be terminated only in the manner provided herein and on no otherground. 9.1 Licensee may terminate this agreement any time for convenience after giving a written noticeof not less than twelve (12) months to the Licensor stating the Licensee’s intention toterminate. 9.2 Either Party (“Non-defaulting Party”) may terminate this Agreement in the event of a materialbreach by the other Party (“Defaulting Party”) of any of its obligations under this Agreement,provided that a 90 day’s written notice in that behalf is given to the Defaulting Party.Notwithstanding the foregoing, if the Defaulting Party remedies the breach to the satisfactionof the Non-defaulting Party within the said period of 90 days, the notice shall standwithdrawn and this Agreement shall continue to be valid and binding. Provided however, andnotwithstanding anything to the contrary contained herein, if the Defaulting Party contendsthat no such breach has occurred and / or such breach has been remedied, and if the DefaultingParty invokes the arbitration clause contained herein, then and in such event, this Agreementshall not be terminated by the Non-Defaulting Party until the arbitral panel constituted underthe provisions of Clause 8 above has held that the Defaulting Party did commit such materialbreach and / or did not remedy the same. ***Page 9***
 

 
9.3 Notwithstanding anything contained in Clause 9.1 above, it is hereby agreed that if any of thefollowing events occur. (i) If either Party passes a resolution for voluntary winding up;  (ii) If a receiver is appointed by a court of law in respect of either Party’s property;  (iii) If an order is passed by a competent court of law for winding up of either Party;  (iv) If either Party takes or suffers any action for dissolution or liquidation;  this Agreement may be forthwith terminated at the option of the other Party which option isto be exercised in writing. 9.4 Upon the expiry or earlier termination of this Agreement, the Licensee shall vacate thePremises together with all its employees, agents and representatives who may be in occupationof the Premises and hand over vacant possession thereof (duly debonded) to the Licensor. **10.** **RIGHT TO USE** 10.1 Nothing contained herein shall be construed as creating any right, interest or tenancy infavour of the Licensee in, over or upon the Premises or any part thereof or transferring anyinterest therein in favour of the Licensee other than the rights and permissions grantedherein to use and occupy the Premises as a licensee for the term of this Agreement. Thislicence is purely temporary for the period provided herein. 10.2 It is expressly agreed to between the Parties hereto that the Licensee shall not have anyright whatsoever in respect of the Premises or the area surrounding thereto or any partthereof and it shall not at any time claim any rights whatsoever in respect of the Premises orthe area surrounding thereto or any part thereof other than the right to enter upon and enjoythe use of the Premises or any part thereof as herein prescribed. 10.3 Upon the expiry or earlier termination of this Agreement the Licensee shall vacate thePremises together with all its employees, agents and representatives who may be in occupationof the Premises and hand over vacant possession thereof (duly debonded) to the Licensor. TheLicensee agrees and undertakes for itself and each of the persons aforesaid not to enter upon thePremises or commit trespass after the expiry or earlier revocation of this Agreement. 10.4 Upon the expiry or earlier termination of this Agreement and in the event the Licensee failsto vacate the Premises or any part thereof upon refund of the Security Deposits together withits employees, agents and representatives who may be in occupation of the Premises and handover vacant possession thereof (duly debonded) to the Licensor, it is agreed that the Licenseeshall pay to the Licensor Rs. 55,513 per day from the date of such default until such time asthe Licensee vacates the Premises together with its employees, agents and representatives andtheir belongings and has handed over vacant possession thereof to the Licensor. This is inaddition to all other legal rights and remedies of the Licensor including the right of theLicensor to use reasonable force to prevent the Licensee or any person claiming under it fromentering the Premises. ***Page 10***
 

 
**11.** **MISCELLANEOUS PROVISIONS** **11.1** **Assignment and Sub-license**   It is expressly agreed by and between the Parties that juridicalpossession of the Premises shall be always that of the Licensor. TheLicensee is granted a personal, non-transferable and non-assignablelicence to use the Premises on the terms and conditions statedherein. Notwithstanding the foregoing, the Licensee shall subject toprior written permission from the Licensor (which permission shallnot be unreasonably withheld by the Licensor) be free to sublicensethe Premises, provided granting of such a sub-license shall notdischarge the Licensee of its obligations hereunder. **11.2** **Relationship**   Nothing contained herein shall be construed as creating any right,interest or tenancy in favour of the Licensee in, over or upon thePremises or any part thereof or transferring any interest therein infavour of the Licensee other than the rights and permissions grantedherein to use and occupy the Premises as the Licensee for the term ofthis Agreement. **11.3** **Amendments**   No modification or amendment to this Agreement and no waiver of anyof the terms or conditions hereto shall be valid or binding unlessmade in writing and duly executed by both Parties. **11.4** **Entirety**   The Parties hereto acknowledge, declare and confirm that thisAgreement represents the entire agreement between them regarding thesubject matter hereof and no alterations, additions or modificationshereto shall be valid and binding unless the same are reduced towriting and signed by both the Parties after the execution of thisAgreement and the understanding reached in view of the PreviousAgreements and/or any other letters, agreements, addendums, supplementalagreements shall stand terminated from the Effective Date. **11.5** **Partial Invalidity**   If any provision of this Agreement is held to be invalid orunenforceable to any extent, the remainder of this Agreement shallnot be affected and each provision of this Agreement shall be validand enforceable to the fullest extent permitted by law. Any invalidor unenforceable provision of this Agreement shall be replaced with aprovision that is valid and enforceable and most nearly reflects theoriginal intent of the unenforceable provision. ***Page 11***
 

 
**11.6** **Costs**   All costs, charges and expenses including but not limited to stamp duty, registrationcharges etc. payable in respect of this Agreement shall be borne by the Licensor, providedthat as consideration for bearing the stamp duty and registration charges payable in respectof this Agreement, the Licensee shall pay such amount to the Licensor and in such manner asmutually agreed in writing by the Parties. Each Party shall bear and pay the professionalcosts of their respective consultants. **11.7** **Governing Law**   This Agreement and all other transactions executed in pursuance hereof shall be governed andconstrued in accordance with the laws of India.IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their respective hands theday and year first hereinabove written.   SIGNED AND DELIVERED BY  Thewithin named **‘LICENSOR’** /s/ C.K. MehtaBy the hand of Mr. C. K. Mehta  Director pursuant to Board Resolution dated 29th Nov ‘06        SIGNED AND DELIVERED BY  Thewithin named **‘LICENSEE’** /s/Col. Anil UmmatBy the hand of Col. Anil Ummat  V.P. Facilities & Administration pursuant to  Board Resolution dated 30th Nov 2006   ***Page 12***
 

 
**ANNEXURE — A****DESCRIPTION OF LICENCED PREMISES**     Office premises admeasuring 35870 sq ft situated on Second Floor of a Building known as‘SOFOTEL’ constructed on the piece and parcel of the land bearing Plot No. 192B situated at ‘DeepakComplex’, National Games Road, Yerwada, Taluka Sub District of Haveli and within the RegistrationDistrict of Pune, and situated within the limits of Pune Municipal Corporation Pune.
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