Zoho Sign Document ID: _QR9JPHNVXTFEE3EAH9XWDWXL6TN2NT-_MNEAPLVG_O

SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the “Agreement”) is made as on July 20, 2020 and is effective
from June 15, 2020 (“Effective Date”).

BY AND BETWEEN

Awign Enterprises Private Limited, a company incorporated under the Companies Act, 2013
and having its registered office at #1032, Sector 1, Vasundhara, Ghaziabad, Uttar Pradesh,
and Corporate Office at 3rd Floor, 111, Startup Huts, 27 Main, Sector 2, HSR Layout,
Bengaluru 560102 and signatory (hereafter referred to as “Service Provider”/”Awign” which
expression shall unless repugnant to the context thereof, mean and include its successors and
permitted assigns) bearing CIN no.U74999UP2016PTC084683 of the ONE PART.
and
ANI Technologies Private Limited, a company incorporated under the Companies Act 1956,
having its registered office at Regent Insignia, #414, 3rd Floor, 4th Block, 17th Main, 100 Feet Road,
Koramangala, Bangalore 560 034, Karnataka (hereinafter referred to as “Ola”, which expression
shall unless repugnant to the context thereof, mean and include its successors, affiliates,
associates, group companies and permitted assigns) bearing CIN U72900KA2010PTC086596
of the OTHER PART;

Service Provider and Ola are collectively referred to as the Parties and individually as the Party
wherever the context so requires.

WHEREAS:
1. Ola owns and operates an online market place called “OLA Cabs” that lists and
aggregates riders/drivers to the users on its platform.

2. Awign is a ‘Work Fulfilment’ platform, which organizes work and workforce for
enterprises.

3. Service Provider regards its core competencies to include Business development,

Proctoring, COVID compliance audits, Marketing Services, Verification Services,
Mystery Shopping, Competition Bench Marking, Due Diligence, calling activities,
Data Collection, and its allied services, more fully defined in the Annexure A appended
herewith (“Services”) and represents that it is a leading service provider in India in the
area of Auditing and diligence.

4. Service Provider represents and warrants that it has a highly evolved multi-phase
partnership approach, wherein it expects its process to ensure Ola’s needs are carefully
identified and met. Service Provider has put together an approach after taking all
timing/cost factors into consideration.

5. Service Provider further represents and warrants to Ola that it has knowledge, adequate
facility and Infrastructure and human resources to execute and deliver the Services to
the satisfaction of Ola.

6. Ola, on the basis on the representations made by the Service Provider has appointed
Service Provider on an independent contractor basis.

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NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this
Agreement and for other good and valuable consideration, the sufficiency of which is
acknowledged by the Parties, the Parties hereby agree as follows:

1. SCOPE OF SERVICE

1.1 The Service Provider shall provide services to support Ola in its business (“Business
Objective”) which is more particularly defined and detailed in Annexure 1
appended herewith (“Services”) in a professional, timely manner and in accordance
with generally accepted industry practices, as per the terms of the Agreement.

1.2 In addition to the Services, Ola may require the Service Provider to take up
additional responsibilities (“Additional Services”) from time to time on mutually
agreed terms.

1.3 The Service Provider shall dedicate its full time, energy and resources for
performing the Services and/or the Additional Services, and the Service Provider
shall not under any circumstances act in a manner that will adversely impact the
goodwill of Ola.

1.4 Use of Authorized Persons.

(a) The Service Provider may, with Ola’s prior written consent, engage
Authorized Persons (defined below) in the performance of the Services or any
portion thereof. For the purpose of this Agreement “Authorized Person” shall
mean those employees, subcontractors, business partners, consultants,
personnel, and representatives of the Service Provider, who shall perform the
Services pursuant to this Agreement.

(b) It is agreed that the Service Provider shall be solely responsible for the
work and activities of any Authorized Persons, including ensuring compliance
with the terms of this Agreement, and for any or all payments to be made to
such Authorized Persons, including statutory benefits for such parties.

(c) The Authorized Persons shall not, in any way, be construed to be

employees of the Service Provider. The Service Provider shall provide for and
pay salary/ compensation to its Authorized Persons; and shall pay all taxes,
contributions, and benefits (including but not limited to, workers’ compensation
benefits) which the Service Provider is required to pay as per Applicable Laws.
The Service Provider shall solely be responsible for such obligations. The
Service Provider will be responsible for the control and supervision of the
activities of its Authorized Persons who provide the Services. The Service
Provider shall not replace, rotate, or reassign such Authorized Persons without
obtaining prior written consent of Ola. Ola may also request for a change or
replacement of any Authorized Persons, and the Service Provider shall oblige.

1.5 In connection with the Services provided under this Agreement, Service Provider
shall allow and cooperate with Ola, with notice, at any time during business hours,
to:
a) Inspect Service Provider’s premises

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b) Review and audit business records, bookkeeping and accounting records, returns, and any
other records or reports prepared and maintained by the Service Provider including limited
to the records prepared and maintained by the Service Provider in respect of the Services.
The Service Provider shall fully cooperate with Ola in conducting such an inspection or
audit. Service Provider agrees to furnish and provide copies of the reports and information
to Ola as Ola may require during the audit or inspection

2. FEES AND TERMS OF PAYMENT

2.1. In consideration of the delivery of Services as defined in Annexure 1, Ola shall

pay Service Provider fees (“Service Fee”) as per Annexure 2.

2.2. The Service Provider shall submit monthly invoices for the Service Fee,
including the OPEs (as defined hereunder), if such OPEs are approved and
spent, not later than 5th (fifth) day of each month for the Services provided in
the preceding month. The procedure for payments set out here may be altered
or modified by OLA by providing a 15 (Fifteen) days’ prior written intimation
to the Service Provider. OLA shall be entitled to deduct from the Service Fee
(and any other amount) due to the Service Provider any sums that the Service
Provider may owe to OLA at any time. All Service Fee shall be in accordance
with the mandate that OLA approves prior to undertaking the Services.

2.3. OLA shall pay the undisputed amounts set out in the invoice and if spent, the
OPEs, within 30 (thirty) days and as more fully elaborated in Annexure 2, of the
receipt of the hard copy of the invoices. In the event, OLA objects to all or any
amounts set out in the Service Provider’s invoice, OLA shall notify the Service
Provider in writing within 15 (fifteen) days from date of receipt of Service
Provider’s invoice and both the Parties shall amicably resolve OLA’s objection
to all or any of the amounts set out in the Service Provider’s invoice.

2.4. Except for the payments set out in Annexure 2 to this Agreement, Service
Provider will not receive any other payments from OLA. Any reasonable out of
pocket expenses, other than the expenses expressly identified in Schedule 2 to
this Agreement, that the Service Provider intends to expend for performing the
Services shall require prior written approval of OLA (“OPEs”). All requests for
reimbursement of the OPEs shall be supported by proper documentation by the
Service Provider.

2.5. Issuance of invoice: All invoices raised by the Service Provider must be issued
in accordance with the provisions of the Goods and Services Tax Act and the
Rules (“GST Laws”) made thereunder. All invoices shall have reference to the
Goods and Services Tax Identification Number(“GSTIN”) of Ola (entity & state
specific to the transaction) as applicable and shall also mention the respective
supply address of Ola as per the place of supply rules applicable under GST
Laws.

2.6. The Service Provider shall raise an invoice for supply of services as per Invoice
rules applicable under GST laws and appropriate acceptance of the same from
Ola. However, in case of continuous supply, the invoices shall be raised at the
end of the agreed payment cycle as per the contract.

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2.7. Billing for PAN India Contracts: The Service Provider shall ensure that invoices
raised for services supplied to Ola in a particular state should bear only the
respective state GSTIN of Ola. However, if the same is a service for an entity
as a whole the Service Provider will compulsorily mention Ola’s ISD
registration number after consulting with Ola. In case an invoice is received by
Ola with the wrong GSTIN, Ola reserves the right to reject such invoices and
demand a rectified invoice with the correct GSTIN. Ola shall provide the details
of relevant supply addresses and GSTINs.

2.8. GST Compliance: The Service Provider agrees that the Service Provider shall
upload all invoices and corresponding details raised by it on Ola on the GSTN
portal every month. The Service Provider agrees and acknowledges that Ola
reserves the right to withhold payment equal to GST charged by the Service
Provider in its invoice unless the Service Provider completes the following
actions in order to enable Ola to claim input tax credit on the goods: (a) uploads
the invoice details on GSTN portal correctly, (b) discharges its GST liability
with the relevant authorities and (c) files returns in time. The Service Provider
undertakes that it shall maintain a minimum compliance rating as per generally
accepted industry standards. Ola has a right to terminate the Agreement
immediately for failure of the Service Provider to maintain the aforementioned
compliance rating.

2.9. Rectification of Mismatches: In the event of any errors or mismatches in the

invoices, the Service Provider shall rectify the same. Further, in case of any
mismatch in GST Returns as applicable the Service Provider shall rectify the
same within the time frame as defined in the applicable GST laws & rules. In
the event of failure to rectify the same Ola shall reserve the right to withhold.
Also, if lack of rectification results in reversal of Ola’s GST credit Ola shall
reserve the right to recover the same from the Service Provider.

2.10. Anti-profiteering: The Service Provider shall ensure that he is compliant with
the provisions prescribed for anti-profiteering under GST Laws and shall ensure
that any reduction in rate of tax on any supply of goods and benefit of input tax
credit shall be passed on to Ola by way of commensurate reduction in prices.

2.11. Tax Deduction at Source: The payments to be made by Ola to the Service
Provider for supply of services may be liable to tax deduction at source (TDS)
as prescribed under Income Tax laws and Ola would adhere to the related
compliance like issuing TDS certificates and reporting the details of the
deductions made in the prescribed formats.

3. TERM, TERMINATION AND ITS EFFECT

3.1. This Agreement shall be effective, valid, legal and binding for a period of twenty
(24) months from the Effective Date unless terminated earlier in accordance
with this Agreement (“Term”).

3.2. OLA can terminate this Agreement without cause by giving 30 (thirty) days
prior written notice to the Service Provider. The Service Provider may terminate

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by giving 30 (thirty) days’ prior notice to OLA. Further, either Party may
terminate this Agreement forthwith in the event of breach of any of the terms of
this Agreement and if such breach continues to be uncured for a period of
(seven) 7 days after a written notice has been served on the breaching Party.

3.3. OLA will have the absolute right to terminate this Agreement with immediate
effect without any prior notice in the following scenarios: (a) OLA determines
that any employee of the Service Provider breaches the confidentiality or is
guilty of willful misconduct during the discharge of the Services; (b) the
employee of the Service Provider is guilty of misappropriation of OLA’s
property, has used OLA documents/resources to make personal profits for
himself or his relatives or persons with whom the Service Provider has an
interest; (c) gross negligence in the performance of the Services; and (d)
deficiency in Services as agreed in this Agreement; and (e) failure by Service
Provider to maintain a minimum compliance rating as per generally accepted
industry standards referred to in clause 2.8 above.

3.4. Either Party may terminate this Agreement on the occurrence of any of the
following events:

a) Immediately, if either Party is declared insolvent or bankrupt or is unable to

pay its debts or makes a composition with its creditors;

b) Immediately, if either Party is dissolved or wound up compulsorily or if an

order made or an effective resolution is passed for the winding up of the such
Party;

3.5. Obligations on expiration and termination: Immediately upon the expiration or

termination of this Agreement for any reason whatsoever:

(a) The Service Provider shall be immediately relieved from the Services by
OLA and Service Provider shall return and make no further use of
confidential information and other items provided by OLA to the Service
Provider for performing the Services.

(b) Except as otherwise provided, each Party shall be relieved from all the
obligations to the other Party arising after the termination or expiration of
this Agreement.

3.6. In the event of any termination of this Agreement, Ola shall promptly and
forthwith make payments of all the Fees accrued or due to the Service Provider
within five (5) days of providing notice.

4. ANTI-BRIBERY, PERSONAL DEALINGS AND NON-SUBORDINATION

4.1 In carrying out its obligations under this Agreement, the Service Provider,
including its shareholders, directors, officers, managers, employees,
Authorized Persons, agents or representatives of the Service Provider, or any
other person associated with or acting for or on behalf of Service Provider or

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any affiliates thereof, shall engage in lawful and ethical business practices at
all times. In carrying out its obligations under this Agreement, Service
Provider shall not violate any provision of the applicable anti-bribery laws.

4.2 The Service Provider shall promptly report to Ola of any incident of breach of
Clause 4 of the Agreement. Ola shall, as per the terms of this Agreement, have
the right to audit the Service Provider’s compliance with Clause 4.

4.3 The Service Provider understands and acknowledges that any non-adherence
to the warranty as stated above will result in breach of the Agreement and Ola
shall have the right to terminate the Agreement with immediate effect, in
addition to any other remedy it may have.

4.4 The Service Provider shall have the right to terminate the Agreement with
immediate effect in the event the Service Provider is in breach of this Clause
4.

5. OBLIGATIONS OF SERVICE PROVIDER

5.1 Service Provider shall carry out its duties and obligations under this Agreement in
a timely manner while exercising due diligence and expertise, in accordance with
the instructions of Ola, with the highest professional standards and ethical business
practices and shall execute and discharge the services to the entire satisfaction of
Ola in accordance with the direction and specific instruction by Ola from time to
time.

5.2 The Service Provider will at all times, during the Term of this Agreement, maintain
all licenses, consents, approvals and registrations, as may be required under
applicable laws to perform the Services.

5.3 Service Provider shall deploy Feet on Street (FoS) for cities specified in Annexure
2.

5.4 Shall not infringe the intellectual property rights of any third party in the
performance of its Services under this Agreement

5.5 The Service Provider shall allow and cooperate with OLA or its designated agents,
officers or employees, with or without notice, at any time during business hours, to
review and audit the data points, business records, bookkeeping and accounting
records. The Service Provider shall fully cooperate with OLA in conducting such
an inspection or audit. The Service Provider agrees to furnish and provide copies
of the reports and information as OLA or authorized representatives of OLA may
require them from time to time.

5.6 It will meet all costs of and incidental to the discharge of its obligations.

5.7 The Service provider shall comply with the deploying FoS as Instructed by OLA.

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6. OBLIGATIONS OF OLA

Ola shall provide the list of cities for deploying the FoS and list of additional cities as
and when desired by Ola.

7. REPRESENTATION AND WARRANTIES

7.1 Each Party represents that it is a company, duly incorporated and validly
existing under the duly incorporated and validly existing under the laws of India
and has taken all necessary corporate action to authorize the execution and
consummation of this Agreement and will furnish the other Party with
satisfactory evidence of same upon request.

7.2 Each Party has obtained all requisite approvals/licenses/consents/permits from

relevant regulatory authorities and Governmental Authorities and is in
compliance with the applicable laws to execute, deliver and perform its
obligations under this Agreement.

7.3 The execution, delivery and performance of this Agreement by each Party will
not conflict with, result in a breach of or constitute a default under and any other
agreement to which such Party is a party or by which such Party is bound.

7.4 Each Party agrees to negotiate in good faith the execution of such other
documents or agreements as may be necessary or desirable for the
implementation of this Agreement and the effective execution of the
transactions contemplated hereby and shall continue to do so during the Term
of this Agreement.

8. INDEPENDENT CONTRACTOR

8.1 During the Term of this Agreement the Service Provider shall be an independent
contractor with respect to the Services performed hereunder and shall not at any
time be deemed to be or hold himself out to be a servant, employee or agent of
Ola, neither shall anything contained herein be deemed to create the relationship
of partners, principal and agent, or joint ventures between the Parties. It is
agreed that Service Provider has no right or authority to incur obligations of any
kind in the name of or for the account of Ola. The employees of the Service
Provider shall at no time claim to be the employees of OLA and OLA will not
be liable to pay employees of the Service Provider any wages, salary,
compensation and statutory benefits offered to OLA employees under
applicable laws. The Service Provider shall be responsible for providing such
employee benefits and amenities to its employees as admissible under the
applicable laws.

8.2 Nothing contained in the Agreement shall be construed as the engagement of

Service Provider as an agent or partner of Ola. The relationship between the
Parties shall be on principal to principal basis, it being clearly understood that it
is a “contract for services” and not a “contract of services” and does not create
and shall not be deemed to create any partnership, joint venture or a principal
agent relationship between the Service Provider and Ola. Further Ola shall not

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be entitled to by act, word, deed or otherwise make any statement on behalf of

Service Provider or in any manner bind Service Provider or hold out or represent
that Service Provider is representing or acting as agent or partner of the Ola.

8.3 In the event, the Service Provider fails to pay to or provide its employees any
amounts or benefits under applicable laws and if OLA is compelled to pay such
amounts or provide such benefits to employees of the Service Provider under
applicable laws, OLA will immediately notify the Service Provider all the
details of the payments made and benefits provided to Service Provider’s
employees along with the supporting documentation. On receipt of the
notification from OLA and not more than five (5) days, the Service Provider
shall repay all such amounts paid by OLA on behalf of the Service Provider and
also reimburse costs incurred by OLA for providing the above mentioned
benefits to the employees of the Service Provider along with the amounts of tax,
if any, applicable on such repayments or reimbursements.

8.4 The Service Provider understands and acknowledges that OLA has engaged the
Service Provider in recognition of its skills as well as abilities and based on this
understanding, the Service Provider shall not under any circumstances engage
subcontractors in performance of all or any portion of the Services as well as
Additional Responsibilities, as the case maybe. However, in case
subcontracting is required during the Term of the Agreement, the Service
Provider shall obtain prior written approval from OLA. The Service Provider
shall ensure that any sub-contractor, if approved by OLA and appointed by
Service Provider, shall comply with and be bound by the provisions of this
Agreement. In the event the subcontractor is appointed with the approval of
OLA, the Service Provider continues to be responsible for the conduct of the
subcontractor in providing the Services and OLA may at its sole discretion
choose to address all correspondence to the Service Provider.

9. INDEMNITY

9.1 The Service Provider agrees to indemnify and keep OLA fully indemnified (without
any limitation whatsoever on its liability) at all times against any and all loss, damage,
loss of reputation, loss of goodwill, liability, loss, fines, penalties, fees, damages,
costs, amounts and expense (including without limitation attorneys’ fees) arising out
of any obligations, claims, actions, suits, judgments, orders, litigations, enforcements
and/or proceedings, incurred or sustained by OLA in connection with and as a
consequence of (i) breach of any of the provisions of this Agreement by the Service
Provider (ii) any breach of any representations, covenants or warranties contained
herein; (iii) infringement of OLA’s intellectual property right (whether such
intellectual property is registered or not); (iv) breach of any third party intellectual
property rights due to which a claim arisen against OLA; (v) any damage,
unauthorized use or loss of information of OLA; (vi) fraud, misconduct, negligence
or deficiency of Services; and (vii) failure of the Service Provider to make tax
payments in accordance with applicable law.

9.2 In no event will OLA be liable for any losses arising from or in connection with this
Agreement, pursuant to any claim by the Service Provider against OLA under any
theory of liability (whether in contract, in tort, or otherwise), if such losses could have

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been avoided had the Service Provider made reasonable efforts to mitigate them.

9.3 The indemnification rights of OLA under this Agreement will not be the exclusive
remedy of OLA with respect to the claims to which such indemnification relates and
the remedies that OLA maybe entitled to shall extend to claiming damages from the
Service Provider for losses of any nature arising from the Service Provider’s breach
of the terms of this Agreement including meeting timelines and negligence. In
addition to the foregoing, OLA shall be entitled to an interim injunction, restraining
order or such other equitable relief as a court of competent jurisdiction may deem
necessary or appropriate to restrain the Service Provider from committing any breach
of this Agreement.

10. INTELLECTUAL PROPERTY RIGHTS

10.1Each Party agrees and acknowledges that all the copyrights, trademarks, proprietary
and/or licensed software, service marks and trade secrets (“Intellectual Property”) of
each Party while conducting the business contemplated under this Agreement shall
always belong to such respective Party and nothing in this Agreement shall grant or
be deemed to grant the other Party any right in the other’s Intellectual Property,
including title or interest in any data, documents, reports, concepts, business
Information, processes, inventions, products, writings, designs, software,
applications, procedures, plans, trade secrets, knowhow, brands, or other materials.

10.2Each Party agrees that it shall not do or commit any acts of commission or omission,
which would impair and/or adversely affect the other Party’s rights, ownership and
title in its Intellectual Property or the reputation/goodwill attached to its trademarks,
trade names, and corporate name. Nothing stated herein shall constitute an agreement
to transfer, assign or license or to grant any Intellectual Property of any Party to the
other Party. Neither Party shall use the Intellectual Property of the other Party other
than in accordance with Clause 9.2, without the prior written consent of the other
Party.

11. DATA SHARING AND PROTECTION

11.1The Service Provider, among other things, is aware that the information sourced and
relayed to Ola may be used to establish a database of content that may arise directly
or in connection with the data provided through this engagement, to that end, to the
extent permitted by applicable law and as mutually agreed by the Parties, the Service
Provider shall transmit and share audit data and any other corresponding data with Ola
as required and mandated by this agreement and subsequent communications in a
manner befitting the sensitive and exclusive nature of this data.

11.2The said data shall be stored in and transmitted through only a password protected
medium, such as a cloud based online drive.

12. CONFIDENTIALITY

12.1Both Parties shall keep confidential and ensure that its officers, employees, agents,
affiliates and professional and other advisers keep confidential any information, data,
material (“Confidential Information”) communicated by the other Party. Both Parties

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shall not, and shall procure that none of their directors, officers, employees, agents,
affiliates or professional advisers shall not, use Confidential Information for any
purpose other than for the purpose of Services and for performance under this
Agreement.

12.2Exceptions from Confidentiality Obligations:

The obligation of confidentiality under this Clause does not apply to:
a) information which is independently developed by a Party or acquired from a
third party to the extent that it is acquired otherwise than as a result of a breach
of this Clause and with the right to disclose the same;
b) the disclosure of information to the extent required to be disclosed by any
applicable law, any governmental authority to whose rules, orders or decrees
a Party is subject, any stock exchange rule or regulation or any binding
judgment, order, rule or requirement of any court, arbitral tribunal or other
competent authority;
c) the disclosure (subject to Clause 12.3) in confidence to the Party’s officers,
employees or agents of information required to be disclosed for a purpose
incidental to the Agreement;
d) information which comes within the public domain (otherwise than as a result
of a breach of this Clause).

12.3Employees, agents and advisers:

a) Both Parties shall inform any officer, employee or agent or any professional
or other adviser advising it in relation to the matters referred to in the
Agreement, or to whom it provides Confidential Information, that such
information is confidential and shall instruct them:
i. to keep it confidential; and
ii. not to disclose it to any third party (other than those persons to whom it
has already been disclosed in accordance with the terms of the
Agreement).
b) The Party is responsible for any breach of this Clause by the person to whom
it has disclosed the Confidential Information.

12.4 Return of Confidential Information:

If the Agreement terminates, the disclosing Party may by notice require the recipient
Party to promptly return all Confidential Information.
a) return all documents containing Confidential Information which have been
provided by or on behalf of the Party demanding the return of Confidential
Information; and
b) destroy any copies of such documents and any document containing or made
from or with reference to the Confidential Information and take all reasonable
steps to expunge all Confidential Information from any computer, word
processor or other device containing Confidential Information.

13. LIMITATION OF LIABILTY

Except for breach of confidentiality, breach of any provision covered under clause
5.3.4, data leakage or infringement of Intellectual Property, , the total aggregate
liability of the Parties under this Agreement for any incident whether in contract
(including in respect of the indemnity), tort (including negligence or breach of

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statutory duty, obligation/s), misrepresentation, restitution or otherwise for any

consequential, incidental, indirect, special, punitive or other such loss or damage,
including but not limited to those such as and/or resulting from loss of profits, loss of
business, business interruption, loss of business information, depletion of goodwill,
loss, pure economic loss and/or similar losses, however arising in connection with the
Services, or in connection with the performance or contemplated performance of this
Agreement shall be limited to the amount paid by Ola to the Service Provider
hereunder for the term of the agreement preceding the incident.

14. DISPUTE RESOLUTION

All disputes arising out of or in relation to this Agreement, including any question
regarding its existence, validity or termination, which cannot be amicably resolved by
the Parties within 15 days of being brought to their attention (such 15 (fifteen) day
period is referred to as the "Consultation Period"), and if such dispute is still not
resolved, the dispute shall be settled by arbitration governed by the provisions of
Arbitration and Conciliation Act, 1996. If the Parties are not able to agree on a sole
arbitrator, a panel of three arbitrators shall be appointed wherein each Party shall
appoint one arbitrator within 15 days of the expiry of the matter being referred to
arbitration, and the two arbitrators together shall appoint the presiding arbitrator
within 15 days of the appointment of the last of the two arbitrators. The venue/seat of
Arbitration shall be Bangalore and the language of arbitration shall be English. A
dispute shall be deemed to have arisen when either Party notifies the other Party in
writing to that effect.

15. GOVERNING LAW AND JURISDICTION

This Agreement, the construction and enforcement of its terms and the interpretation of
the rights and duties of the Parties hereto shall be governed by the laws of India and
shall be subject to the jurisdiction of courts in Bangalore. This Agreement is executed
in English language which shall prevail over any translation thereof.

16. COMPLIANCE WITH LAWS

Each Party hereto agrees that it shall comply with all applicable local laws, ordinances
and codes in performing its obligations hereunder. If at any time during the Term of
this Agreement, a Party is informed or information comes to its attention that it is or
may be in violation of any law, ordinance, regulation, or code (or if it is so decreed or
adjudged by any court, tribunal or other authority having competent jurisdiction), that
Party shall immediately take all appropriate steps to remedy such violation and comply
with such law, regulation, ordinance or code in all respects. Further, each Party shall
establish and maintain all proper records (particularly, but without limitation,
accounting records) required by any law, code of practice or corporate policy applicable
to it from time to time.

17. SEVERABILITY

In the event any one or more of the provisions of this Agreement shall, for any reason,
be held to be invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unaffected, and the invalid, illegal or unenforceable provision(s)

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shall be replaced by a mutually acceptable provision(s), which being valid, legal and
enforceable, comes closest to the intention of the Parties underlying the invalid, illegal
or unenforceable provision(s).

18. ASSIGNMENT

Either Party shall not assign this Agreement or any of its rights and obligations
hereunder, without the prior written consent of the other Party, which shall not be
unreasonably withheld, or any such attempted assignment shall be null and void. Except
that either Party may assign this Agreement (a) to an acquirer of substantially all of that
Party’s assets, stock or business by sale, merger or otherwise or (b) to an Affiliate.

19. SUB-CONTRACTING

The Service Provider will not subcontract the performance of any part of the Services
without prior written approval from the Ola. Ola may impose any terms and conditions
it considers appropriate when giving such approval.

20. ENTIRETY OF AGREEMENT

This Agreement together with all Recitals, Appendices, Exhibits, Schedules,

Attachments and Addenda attached hereto constitute the entire agreement between the
Parties and supersedes all previous agreements, promises, representations,
understandings and negotiations, whether written or oral, between the Parties with
respect to the subject matter hereof.

21. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER

21.1. No modification, amendment, supplement to or waiver of this Agreement or any

of its provisions shall be binding upon the Parties hereto unless made in writing
and duly signed by both the Parties.

21.2. A failure or delay of any Party to this Agreement to enforce at any time any of
the provisions of this Agreement or to exercise any option which is herein
provided, or to require at any time performance of any of the provisions hereof,
shall in no way be construed to be a waiver of such provisions of this Agreement.

22. FORCE MAJEURE

Neither party shall be deemed to be in material breach of the Agreement, or otherwise

be liable to the other, by reason of any delay in performance or non-performance of any
of its obligations, other than the payment of money, under this Agreement, caused by
an event or occurrence beyond its control or remedy (a “Force Majeure Event”),
including, without limitation, Acts of God, natural disasters, acts of civil or military
authority, government priorities, fire, floods, epidemics, pandemics, quarantine, energy
crises, strikes, wars, riots, terrorist acts or accidents. Immediately upon discovery of a
Force Majeure Event, the affected Party shall immediately notify the other Party. The
date for performance of any obligation under the Agreement which is delayed by a
Force Majeure Event shall be suspended for a period equal to the delay caused by such
event, but in no event shall such suspension extend the Term (as hereinafter defined).

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If such Force Majeure Event results in a delay that continues for a period exceeding ten
(10) days or more, the Parties shall meet in order to agree upon the best solution under
the circumstances. In the event no reasonable solution can be agreed upon, either Party
may give the other written notice of termination of the Agreement, which termination
shall be effective thirty (30) days after such notice, unless the Force Majeure Event has
been removed or obviated within such thirty (30) days period; provided that any
termination of the Agreement shall not relieve the Ola of its obligation to pay any
money due to the Service Provider as of the date of such termination.

23. NOTICES

23.1. Any notice provided for in this Agreement shall be in writing and shall be (i)
first transmitted by email, and then confirmed by postage, prepaid registered post
with acknowledgement due or by recognized courier service; or (ii) sent by
postage, prepaid registered post with acknowledgement due or by recognized
courier service, to the relevant party at its address herein first set out or at any
other revised address that may be notified, in writing, against clear
acknowledgement by Parties at a later date.

23.2. Notices shall be deemed to have been validly given on (i) the business day
immediately after the date of transmission, if transmitted by email; or (ii) in case
sub-clause (i) does not apply, the expiry of 7 (seven) business days after posting,
if sent by post.

23.3. Either Party may, from time to time, change its address or representative for
receipt of notices provided for in this Agreement by giving to the other Party
not less than 10 (ten) days’ prior written notice.

24. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be

deemed to be an original, and all of which, when taken together, shall constitute one
and the same instrument.

IN WITNESS WHEREOF, authorized officers of the Parties hereto have duly executed this
Agreement as of the date first above written.

Awign Enterprises Pvt Ltd ANI Technologies Pvt Ltd

Sign: Sign:

Name: Annanya Sarthak Name: Vishal Chaturvedi

Title: Cofounder & CEO Title:
DATED: 18-Nov-20 DATED: Mar 03 2021 11:04 IST
Witness Name: Witness Name:

Witness Signature Witness Signature:

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Annexure 1 – Cab attachments & Reactivations - Scope of

Services

1. Roles and responsibilities:

• FE’s are required to work on the field for a minimum of 9 hours on a daily basis
doing Cab attachments & Reactivations.
• Report the respective City channel manager.
• FE should deliver the daily targets and also communicate the same to the city
channel manager.
• Also, the targets will be reviewed by the manager on a daily basis.

2. Terms & Conditions:

• The FE is expected to give 9 hours of productive time on a daily basis.

• In case, on any working day, the candidate gives:
o Less than 5 hours/day: No payment
o Between 5 and 8 hours/day: 50% payment
o 8+ hours/day: 100% payment
• In case the FE leaves within 7 days of joining- No payment will be made
• If a candidate does 0 attachments consecutively for 7 days in a month, he will be
terminated.
• In case, FE is found resorting to fraud at any given time, strict legal action will be
initiated against him & also will attract a financial penalty upon INR 50,000
• Sourcing fees to be paid on completion of min 15 days
• Replacement Period - 5 business days

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Annexure 2 – Fees for Services

Sl # Description Amount
INR 650 + GST
(New Delhi, Bangalore, Mumbai,
Pune, Kolkata, Hyderabad, Chennai)
Daily minimum guarantee:
Above Daily minimum guarantee will be paid only
1 INR 500 + GST
for working days (pro-rata basis & the same amount
(Other cities)
to be passed to the candidate)
The amount needs to be paid to the
executive directly.
Variable earning:
FE will be eligible for variable earnings once he
5% (will not be a part of the Service
2 completes a minimum. no. of attachments on a daily
Provider fee)
basis. (which will be communicated by the City
Channel Manager)
5% on Fixed Fees on Sl # 1 above +
3 Agency Fees
GST
4 Sourcing Fees INR 900/executive + GST

*Slab-wise incentive (subject to changes from city-to-city & category of attachment, it will vary on a
weekly basis) where an individual can earn max. upto 3x of his daily minimum guarantee.

1. City Coverage: New Delhi, Bangalore, Mumbai, Pune, Kolkata, Hyderabad, Chennai.

2. Payout and penalty structure for FoS:

▪ FoS working for less than 5 hours/day: No pay
▪ FoS working between 5 and 8 hours/day: 50% DMG pay
▪ FoS 8+ hours/day: 100% DMG pay
▪ In case the FoS leaves within 7 days of joining- No pay
▪ Incase if FoS does 0 attachments consecutively for 7 days in a month, he will
be terminated
▪ In case, the FoS is found resorting to fraud at any given time, strict legal action
will be initiated against him & also will attract a financial penalty upto INR
50,000
▪ Sourcing fees to be paid on completion of min 15 days
3. All statutory taxes, GST, cess, levies will be charged extra as applicable.

4. Service Provider will raise a monthly invoice and the same needs to be paid within 30
(thirty) days from invoice submission and any claims raised by any of the parties shall
be adjusted in the subsequent invoice.

5. Payment will be released in the name of Awign Enterprises Private Limited.

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