Marketing Audit & GTM Analysis Consultancy Agreement Dec 18" 2019 This Marketing Audit and GTM Strategy Analysis Consultancy Agreement (the “Agreement”) is made as of 19" December 2019 (“Effective Date”) by and between ODCEM technologies private limited (“OneDirect”) with a registered office at 1st Floor, South Wing, BPL Building, Arekere, Bannerghatta Road, Bangalore - 560076 (hereinafter referred to as “Client”). and OPTIMIZE MARKETING SERVICES (under the brand name “Savittr”), a micro enterprise company registered in India under Udyog Aadhaar Number TNO2D0106806, registered office at Flat B6, Jayagopal Flats, Balakrishnan Street, Nanmangalam, Chennai, 600117, Tamil Nadu, India (hereinafter referred to as “Consultant”). Client and the Consultant shall each be referred to as a “Party” and collectively as the “Parties” WHEREAS, the Client desires to obtain certain professional services with respect to Client's business operations and wishes to engage Consultant to perform such services; 1. Consulting Services The Consultant shall provide the Marketing Audit and Go To Market (GTM) Strategy Analysis Consulting (“Services”) for The Client. The Consultant shall perform the following tasks as part of the engagement: ‘+ Review all existing sales and marketing collateral ‘© Review current messaging, value proposition and positioning, «Secondary research and market/competition analysis «1-1 Phone Interviews with key team members at OneDirect «1-1 phone interviews with at least 5 -7 current and past clients The engagement shall begin on December, 24th 2019. 2. Term The term of this agreement shall commence on the Effective Date and shall continue for a period of Four (4) weeks. The commercials provided in this contract is applicable for the 4 weeks of the engagement only,3, Fees and Expenses Consulting fees for the 4 weeks engagement will be INR 1,65,000 + GST. The Consultant shall raise the monthly invoice and the payment shall be made within fifteen (15) days of receipt of Consultant's invoice. (a) Confidential Information. Consultant acknowledges that in performing under this Agreement Consultant may have access to Client's information, both written and verbal, including, but not limited to technical, financial, statistical and personnel information, as well as information belonging to Client's customers, business plans, processes and trade secrets. Consultant acknowledges that all such information is held in confidence by Client and Client represents that such information is only disclosed by Client on a restricted basis to parties to whom Client has determined such disclosure is necessary and from whom it has obtained obligations of confidentiality. Consultant agrees that all the foregoing information shall be confidential as between Consultant and the Client, whether or not such information is so marked. Additionally, any information delivered to or disclosed to Consultant by the Client may be brought under the provisions of this paragraph by being properly marked or otherwise properly identified as confidential at the time of such disclosure. (b) Consultant agrees during the term of this Agreement and for a period of One (1) year after its termination for any reason not to use or disclose any of the information described above at any time. Notwithstanding the forgoing, the provisions of this section shall not apply to the use or disclosure of any such information with respect to which (i) Consultant shall have received the prior written consent of Client for such use or disclosure; (ii) Such information is or becomes publicly available through no action or failure to act by Consultant; (ii) Such information can be shown to have been in the possession of Consultant prior to the time of disclosure by Client; (c) Client acknowledges that Consultant may have developed materials prior to entering into this ‘Agreement, and may own other patents, trade secret and proprietary rights in techniques and concepts that were not conceived or first produced by Consultant in the performance of this Agreement (collectively “Consultant IP"). Consultant IP is proprietary to Consultant and shall remain Consultant's exclusive property 4. Warranty All Services performed by the Consultant shall be performed in a professional manner in accordance with industry standards. 5. Termination This Agreement may be terminated by either Party hereto at any time on Ten (10) days writtennotice. EXECUTED by the Parties Signed by a duly authorised representative of (Client) Ducal Venlo ODCEM Teck Qt LES Signed by a duly authorised representative of (Consultant) Signature te \YP- Pr mek od ae caloil2er6 Signature Title Dat