CONSULTANT AGREEMENT

# CONSULTANT AGREEMENT This Consultant agreement (hereinafter “Agreement”) is made and entered into this 01st day of August, 2022 (“Effective Date”) BY AND BETWEEN **Jasdeep Singh** with its principal place of business located at 2nd Floor, H. No. 388, 2nd Main Road, Domlur Layout, Bengaluru (Bangalore) Urban, Karnataka, 560071 (the “Client”). AND **Khushboo Agrawal** Daughter of Jagdish Agrawal, currently resides at 6/37, Madhu Mansion, Shree Radha Valley, Mathura, Uttar Pradesh-281001 (the “Consultant”, which term shall include successors and permitted assigns). The Client and Consultant are hereinafter collectively referred to as the “Parties” and individually referred to as the “Party”. WHEREAS, the Client is in the business of Information technology services mainly in Software Consulting and Implementation Services to form the Internal DevOps Practice; WHEREAS, the Consultant has expertise in the area of coding services and business support services in the field of information technology services; WHEREAS, the Client desires to engage the Consultant to provide certain services in the area of Consultant’s expertise and the Consultant is willing to provide such services to the Client; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Client and the Consultant as follows: ### 1. Engagement and Services - **( a ) Engagement**. The Client hereby engages the Consultant to provide coding services and business support services in the field of information technology services and the Consultant hereby accepts the engagement. - **( b ) Standard of Services** All Services to be provided by Consultant shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a consultant with the background and experience that Consultant has represented it has. The Client shall provide such access to its information, property and personnel as may be reasonably required in order to permit the Consultant to perform the Services. - **( c ) Deliverables**. Upon completion, Consultant shall submit the completed Project in the format reasonably acceptable to Client. The manner and method of producing the Work is monitored by the Client and the Consultant shall carry on such Work as long as they comply with Client requirements. Consultant is obliged to only deliver the Work and the Client is not entitled to demand Consultant's engagement in another project unless or until Client and Consultant enter into a separate agreement to cover such project on mutually agreed-upon terms. - **( d ) Representation and Warranty**. Consultant represents and warrants to the Client that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the Services. ### 2. Consultancy Period - **( a ) Commencement**. This Agreement shall commence on the Effective Date 01st day of August, 2022. - **( b ) Termination.** This Agreement may be terminated by the Client, without cause and without liability, by giving (THIRTY DAYS) 30 days calendar days’ written notice of such termination to the Consultant. This Agreement may be terminated by either Party by giving (THIRTY DAYS) (30 DAYS) calendar days’ written notice of such termination to the other Party in the event of a material breach by the other Party. - **( c ) Effect of Termination**. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement. ### 3. Consultancy Fee and Expenses - **( a ) Consultancy Fee**. In consideration of the Services to be rendered hereunder, the Client shall pay Consultant a Consultancy fee of Rs. 45,000 (Rupees Forty Five Thousand Only) per month for the Services provided to the Client. - **( b ) Expenses.** Consultant shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then regular procedures of the Client. - **( c ) Time Commitment.** The Consultant shall be available for a minimum of forty hours (40) per week. - **( d ) Payment.** The Consultant shall submit to the Client a monthly invoice detailing the Services performed during the preceding month and the amount due. All such invoices shall be due and payable within [Fifteen days] (15 days) after receipt thereof by the Client. ### 4. Ownership and Assignment - **( a ) Ownership:** i. The Parties agree that the Client shall have complete and sole ownership over the work product or Services performed by the Consultant under this Agreement. ii. The Consultant shall promptly disclose in writing to the Client all works, products, discoveries, developments, designs, innovations, improvements, inventions, and data (whether or not at a commercial stage, or registrable under any intellectual property laws) which are authored, made, reduced to practice or learned by the Consultant (either alone or jointly with others) during the period that Consultant provides the Services to the Client, as a result of performing the Services including any concepts, ideas, suggestions and approaches related thereto or contained therein. iii. All materials, including without limitation any ideas, concepts or notes including all alterations thereof, which are developed in the process of performing the Services, or relate to the Services and Confidential Information (defined below) or any of the above are the property of Client, and shall be returned by Consultant to the Client promptly at the Client’s request together with any copies thereof. - **( b ) Assignment:** i. The Consultant hereby assigns and agrees to assign to the Client, without royalty or any other consideration except as expressly set forth herein, all worldwide right, title and interest that the Consultant may have or acquire in and to the Client, its successors, assignees, or nominees, the Receiving Party’s right, title and interest, if any, in any patents, trade secrets, trademarks, copyrights, or other intellectual property rights or proprietary information embodied in or relating to Consultant’s work under this Agreement. ii. At the Client’s request, the Consultant hereby agrees to cooperate with the Client and do all such actions and execute any documents necessary to give effect to the provisions of this section. ### 5. Relationship of the parties i. The Consultant and Consultant Personnel, if any, shall, at all times, remain independent contractors and nothing in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. ii. The Consultant may not act as agent for, or on behalf of, the Client, or to represent the Client, or bind the Client in any manner. iii. Neither the Consultant, nor any of the Consultant Personnel, shall be entitled to any benefits accorded to any employees of the Client or other benefits generally granted to employees including but not limited to insurance, vacation, retirement benefits and sick pay. ### 6. Role and Responsibilities - **( a )** Understand the architectural design of projects owned by your team - **( b )** Participate in the technical design of features - **( c )** Build and maintain efficient, reusable, and reliable application code - **( d )** Ensure the highest possible performance, quality, and responsiveness of applications - **( e )** Work with NodeJS, SveletKit, Tailwind CSS, Typescript, and sometimes Golang to build user-facing features with beautiful and scalable UI components - **( f )** Write tests and contribute to ongoing automation infrastructure development - **( g )** Work with Docker containers, container registries, kubernetes, a lot CLI programs and linux systems. ### 7. Confidentiality - **(a) Confidential Information** i. The Client owns and may develop, compile and own certain proprietary techniques, trade secrets, and confidential information, which are very valuable to the Client (collectively, “Confidential Information”). The Client may disclose Client Information to Consultant during the Consultant's performance of the Services. ii. Confidential Information is any information relating to the Client that is not accessible by the general public and includes not only information disclosed by Client, but also information developed or learned by Consultant during Consultant's performance of the Services. Client Information is to be broadly defined and includes all information, which has or could have commercial value or other utility in the business that the Client is or may be engaged in and the unauthorized disclosure of which could be detrimental to the interests of Client, whether or not such information is identified by Client. iii. Confidential Information includes, but is not limited to, details of customers and business contacts, developments, designs, inventions, software, techniques, know-how, data, marketing, sales or other business information, scripts, costs and resources, tools used; and all derivatives or improvements to any of the above. - **(b) Non- disclosure and Protection** The Consultant agrees that at all times during or subsequent to the performance of the Services, the Consultant will keep confidential and not disclose or cause to be disclosed, publish, disseminate or otherwise make available or use Confidential Information, except for the Consultant's own use during the Term of this Agreement and only to the extent necessary to perform the Services. The Consultant shall not remove or cause to removed tangible embodiments of or electronic files containing, Confidential Information from the Client, without prior written approval of the Client. ### 8. Interference with Business Non-Competition. During the term of this Agreement, Consultant will engage in no business or other activities which are, directly or indirectly, competitive with the business activities of the Client without obtaining the prior written consent of the Client. ### 9. Independent Contractor The Consultant agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between the Consultant and the Client. The Consultant shall have no right to receive any employee benefits provided by the Client to its employees. Consultant agrees to pay all taxes due in respect of the Consultancy Fee and to indemnify the Client in respect of any obligation that may be imposed on the Client to pay any such taxes or resulting from Consultant’s being determined not to be an independent contractor. This Agreement does not authorise the Consultant to act for the Client as its agent or to make commitments on behalf of the Client. ### 10. Force Majeure Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume. ### 11. Non-Publicity Each of Client and Consultant agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganisation of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement. ### 12. Assignment The Services to be performed by consultant hereunder are personal in nature, and Client has engaged Consultant as a result of Consultant’s expertise relating to such Services. Consultant, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without the Client’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Client of this Agreement or any right, duty or obligation hereunder to any third party. ### 13. Governing Law and Dispute Resolution i. The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any claim arising out of or relating to this Agreement shall be settled by Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. All hearings will be held in Bangalore and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings. ii. This Agreement shall be governed by and construed in accordance with the laws of India. The adjudication of any dispute will be the exclusive jurisdiction of the courts of Bangalore. ### 14. General This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorised representatives of the Parties. <pre> CLIENT CONSULTANT Jasdeep Singh Khushboo Agrawal Signature: Signature: Title: Proprietor Title: Software Engineer Date: 01.08.2022 Date: 01.08.2022 </pre>