CONTRACT with _____________ FOR ENGAGMENT OF

CONSULTANT FOR CONSTRUCTION OF CORPORATE OFFICE

(Build to Suit) AT VADODARA, GUJARAT, INDIA.
This Consultancy Agreement made and entered at Vadodara District of
Gujarat State in INDIA on this 17TH day of August, 2019.

Between

The Company -----------having its registered office at_________,Phone No.____

Email Id:____ PANCARD No.____ADHAAR CARD No.______GST No.__

(hereinafter referred to as “CLIENT”) (which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include his heirs, legal representatives, executors and

administrators) of the ONE PART.

And

Mr. AKSHAY M SHAH, Age: ___S/O Shri ____ Indian Habitant, having place of
business at: 805, Iscon Atria 1, opposite MGVCL TRAINING CENTRE Gotri,
Vadodara-390021, Gujarat, India. Phone No. 9898906120
Email id: akshayshah0805@gmail.com , PANCARD No.AFSP8760A ,
ADHAAR No.2815 5582 4205 , GST No.24AFSPS8760A1ZA ,

hereinafter called the CONSULTANT,(hereinafter referred to as “Broker/Consultant”)

(which expression shall, unless it be repugnant to the context or meaning thereof, be deemed

to mean and include his heirs, legal representatives, executors and administrators) of the

Second PART.

WHEREAS, the Company is in the business of Chemical Manufacturing.

WHEREAS, the Consultant has expertise in the area of providing real estate
related consulting services;

WHEREAS, the Company 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 Company;

Now, Therefore, The Parties Hereby Agree As Follows:

Artice 1:
Engagement and Services
(a) Engagement. The Company hereby engages the Consultant to provide and
perform the services set forth in Exhibit A attached hereto (the “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 Professional 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 Company 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) Tools, Instruments and Equipment. Consultant shall provide Consultant’s

own tools, instruments and equipment and place of performing the Services,
unless otherwise agreed between the Parties.

(d) Representation and Warranty. Consultant represents and warrants to the

Company 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.

Article 2
Consultancy Period

(a) Commencement. This Agreement shall commence on the Effective Date

and shall remain in effect until the completion of the Services or the earlier
termination of this Agreement as agreed between the parties.

Article3

Consultancy Fee and Expenses

(a) Consultancy Fee. In consideration of the Services to be rendered

hereunder, the Company shall pay Consultant a Consultancy fee which
shall be equivalent to 1.25 % of NET TRANSACTION VALUE in addition
to any other government charges.

“Net Transaction Value Shall Be Sum Total Of Purchase Consideration Of

Land And Construction Cost Of Corporate Property/Office.”
The services under this agreement shall be exclusively provided by the
Consultant.

If during the tenure of this agreement the Company gets the services of this
Agreement performed through any other person, then also the Company shall be
liable to make the payment of Consultancy fee to Consultant as mentioned
Above.

If any other person comes in Indirect/Direct contact of Company and offers to

perform the services of this agreement then the Company shall in each and every
case and under all circumstances and situation refer that person to the
Consultant.

The Company shall refrain from accepting any Direct/Indirect offer which in any
manner whatsoever resembles to the services agreed to be performed under this
Agreement.

That during the tenure of this agreement if the Company decides or wants not to
proceed with the construction of Corporate Office for any reason whatsoever ,
the Company shall pay to the Consultant a fee of Rs.5,00,000/- (Five Lakhs Only)
for the Efforts put in and all expenses incurred to search the Land Parcel and
Developer for the Construction of Corporate Office by Consultant under this
Agreement.

(c) Payment. The Consultant shall submit to the Company an invoice detailing
the Services performed After completion of Work as agreed between Company
and Consultant. All such invoices shall be due and payable within 7 (Seven )
calendar days after receipt thereof by the Company.

Article 4

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 Company.

Article 5

Assignment

The Services to be performed by Consultant hereunder are personal in nature,

and Company 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 Company’s prior written consent.

This Agreement shall also prevent the assignment by the Company of

this Agreement or any right, duty or obligation hereunder to any third
party without the written consent of Consultant.
 Article10

Dispute Resolution And Attorney's Fees.

If a dispute arises out of this Agreement, both parties will meet to resolve it and
if agreement is not reached at this meeting, a party may employ the Arbitration
And Conciliation Act,1996.

In case of any dispute touching this contract, the courts at Vadodara, Gujarat
alone shall have sole and exclusive jurisdiction.

Article11

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 authorized representatives of the Parties.

Article 12

Indemnification and hold harmless.

The PROPERTY OWNER further agrees to save CONSULTANT harmless and

indemnify CONSULTANT from any all costs and expenses incurred by
CONSULTANT, including attorney's fees and costs at the trial and appellate
levels, from any and all proceedings, suit or other claims in connection with the
lease of said property, except in the case of proven negligence or illegal acts by
BROKER, and from all liability for injuries to persons or property suffered or
sustained by any persons whomsoever.

Article 13

NOTICES:

Whenever any notice is required in this Agreement or desire to communicate

formally or legally by Company to Consultant and by Consultant to Company ,
notice must be in writing and mailed to the address as indicated hereafter and
deemed delivered upon actual physical receipt thereof, not date of mailing :

Consultant ADD: 805, Iscon Atria 1, opposite MGVCL TRAINING CENTRE Gotri,
Vadodara-390021,Gujarat.

Company Add: _______

IN THE WITNESS WHEREOF the parties have hereunto set their hands, the day,
month and year first above written.

Signed by Akshay M. Shah Signed on Behalf of Company.

(The Consultant)

__________ ____________

(Akshay M.Shah (Authorised Person of Company)

WITNESSES;

1. 2.
Name :_______ Name :_______

Address:________ Address:______

Exhibit “A”

Description of services

Acquisition of land parcel and finding the Developer/Builder/Construction

Company to Construct the Corporate Office for the Company.

1. Solicit from the Market Proposed Transactions that meet the investment
criteria of the Client.
Acquisition of Land parcel in Areas located in Vadodara District of Gujarat State
as discussed and decided by the Company during the meeting between company
and Consultant at registered office of Company.

The Construction of Corporate Office as per the specification and requirement

fulfilling the standards as laid down in email subjected as “Area Approximate”
dated 6th August, 2019 to the Consultant.

2. Proceed with a review of the proposals, meet with the seller and/
CONSULTANT to obtain data and financial information on the proposed
transaction.

3. Prepare and submit to the Seller a term sheet on the proposed transaction.

4. Meet with Seller to seek preliminary approval of a proposed transaction,

subject to due diligence and final approval from the Board of Directors of the
Seller, if corporate group.

5. Cause the execution of a purchase agreement, subject to due diligence and

final approval by the Board of the Seller.

6. Retain on behalf of the Company such professionals and acquire such

services as are reasonably necessary to perform due diligence. These services
include, but are not limited to: legal services, engineering, independent
appraisers, environmental experts, title insurance etc.

7. Legal Counsel to be Appointed by the Company and any legal Due Diligence
for the Property will not be part of Consultant’s Scope of Work.

8. Negotiate a proposed agreement with the Seller after due diligence.

9. Identify appropriate financing and negotiate terms and conditions of

financing.

10. Submit the final proposed contract for approval by the Board of Directors.

11. Coordinate and proceed with the closing.

12. Post closing review of closing documents.

13. Selection of appropriate property management.

14. Retain property manager and transfer of documents and information to the
property manager.

15. Transfer to owner of closing documents, with a report on the completion of

the transaction.