performing its obligations under this Agreement; (iii) it has the requisite
CUSTOMER AGREEMENT
This Customer Agreement (the “Agreement”) is entered on this November
10, 2022 and shall be effective as of Effective Date, by and between:
Leadership Boulevard Private Limited a company incorporated as per
the provisions of the Companies Act, 1956, having CIN
U74999MH2012PTC237035 and having its registered office at 401/501,
4th Floor, B Wing, Business Square, Andheri Kurla Road, Andheri (East),
Mumbai 400093 (hereinafter referred to as “Company”) including its
successors and assignees thereof, AND
The Customer, including its successors and assignees thereof, as detailed
further in Annexure 1.
Both the Company and Customer are individually referred to as ‘Party’ and
collectively as ‘Parties’.
PREAMBLE
A. The Company is engaged in the business of supplying STEK for reselling
to Students and licensing of the Platform to Schools; which empowers
schools with excellent student learning.
B. The Customer wishes to purchase the STEK offered by the Company and
desires to access the Platform, based on its requirements and as per the
terms and conditions hereof.
C. The Parties desire to enter into this Agreement to bind themselves with
their mutual obligations as per the terms and conditions hereof.
IN CONSIDERATION OF THE AGREEMENTS CONTAINED BELOW, the
Parties hereby agree as follows:
1. Definitions. For purposes of this Agreement, the capitalized terms used
hereinunder and described in Annexure 2 will have the meanings ascribed
to them in the said Annexure.
2. Scope of the Agreement.
2.1 Subject to the receipt of the amounts detailed in Section 7.1 or on
such credit/commercial terms as may be mutually agreed between the
Parties, the Company shall (i) sell the STEK to Customer solely for
resale to the Students enrolled at the School, as elaborated in
Annexure 3; and (ii) license the Platform to the Customer (as per the
terms of Section 5), solely for the usage of the School and its Users.
2.2 The Platform Solution and STEK are two independent components of
the two-fold solution offered by the Company to the Customer. The
services underlying the Platform Solution are provided by the
Company and will be satisfied over the period (from beginning to end
of the Year) consistently in a similar pattern in accordance with this
Agreement.
2.3 The Company may release certain offer(s) for the Customer from time
to time. The offers available for the Customer on the date of execution
of this Agreement are detailed in Annexure 6. The Company may also
offer exclusivity to the Customer, which is detailed in Annexure 8.
Company reserves the right, at its sole discretion, to change, modify,
add or remove these offer(s), in part or in whole, at any time.
3. The Company will have the right to review and monitor the use of the
Platform by the Customer and/or Users, in any manner as may be
deemed fit by the Company, so as to ensure compliance with the terms of
this Agreement.
4. Representations and Warranties.
4.1 Each Party represents and warrants to the other Party that (i) it is an
entity duly constituted and validly existing under Applicable Law; (ii) it
holds valid and subsisting licenses, registrations, approvals and
consents as may be required for conducting its business and
power and authority to execute, deliver and perform its obligations
under this Agreement and that this Agreement, when executed, shall
have been duly and validly authorized, executed and delivered by it;
(iv) its obligations hereunder constitute legal, valid, binding and
enforceable obligations; (v) the execution and performance of this
Agreement do not breach its organizational documents or any
Applicable Law, provisions of any contract or order of court or tribunal
applicable to it and does not require any governmental approval; and
(vi) the Person executing this Agreement is duly authorized to execute
the Agreement for and on behalf of the respective Party and shall
have the authority to bind the respective Party accordingly, (vii) it shall
comply with all Applicable Law (including but not limited to any data
privacy laws and/or regulations). The Customer further represents and
warrants that (i) it has obtained the consent from the Users for sharing
the Customer Data and shall continue to provide the Customer Data to
the Company in accordance with the terms of this Agreement
(including compliance with Applicable Laws); and (ii) it has additionally
obtained all necessary authorizations and consents as per the
Applicable Laws to act for and on behalf of Users during the Term of
the Agreement.
4.2 Each Party hereby undertakes that it shall fulfill its obligations as
mentioned in Annexure 5 with the objective of achieving the results
described in Annexure 4. The Customer further undertakes that it shall
ensure and shall be liable for ensuring that Students and Teacher
strictly comply the Terms for Usage as described in Annexure 5.
5. License Grant.
5.1 Grant. Subject to the terms and conditions of this Agreement, the
Company grants to the Customer a limited, non-exclusive, non-
transferable license for the territory of India (without the right to
sublicense, assign or transfer in any manner) to access and use the
Platform during the Term solely for the Customer’s internal use, and as
per the Scope of this Agreement provided in Section 2. It is hereby
clarified that the license is solely granted for the Platform. Ancillary
Products are provided solely to access/use or to be used in
conjunction with the Platform and Ancillary Services are supplied
solely for effectively using the Platform.
5.2 License Restrictions. The Customer shall not (i) permit any
unauthorized User(s) to access/use the Platform, (ii) use the Platform
except to the extent permitted in this Section; (iii) modify, alter or
create any derivative work of the Platform or part thereof; (iv) market,
sublicense, publish, distribute, reproduce, assign, transfer, rent, lease
or loan the Platform or any other content that is contained or displayed
in it; (v) upload, post, reproduce or distribute, on or through the
Platform, any information that is obscene, defamatory, harassing,
offensive or malicious; (vi) upload or post any information, on or
through the Platform, data or other material protected by copyright,
privacy law or any other Intellectual Property Right without first
obtaining the permission/consent of the owner of such rights as per
Applicable Laws; (vii) engage in spidering or harvesting, or participate
in the use of any software, including spyware, designed to collect data
from the Platform, including from other users of the Platform; or (viii)
transmit any virus, other computer instruction, or technological means
intended to, or that may, disrupt, damage, or interfere with the use of
Platform or related systems. Customer undertakes that Customer
shall, upon becoming aware of a threatened or suspected infringement
of the Intellectual Property Rights or any unauthorized use or
threatened use of the Platform, promptly notify the Company and
provide full particulars thereof and take all such steps as may be
necessary, at its expense, to ensure cessation of such infringement
and/or unauthorized usage immediately.
5.3 Reservation of Rights. The Company reserves all rights to the
Platform not otherwise expressly granted in this Section.
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5.4 Suspension. The Company may immediately suspend access to
Platform or take other corrective measures without any liability or notice to
Customer or the Users, if (i) it has reasonable information to believe that
an abuse or misuse of the Platform is being caused, permitted or enabled
by Customer or on Customer's behalf; (ii) User or the Customer attempts
or permits another person to attempt unauthorized modifications to the
Platform; or (iii) User's or Customer’s access to the Platform interferences
with the use of the Platform by other users or customers, (iv)
Customer/Users cause a condition which may place Company in potential
or actual breach of its agreements with other parties or (v) Customer
breaches any material terms of this Agreement. It is clarified that payment
obligation of the Customer under this Agreement shall not be impacted by
any temporary or permanent suspension of the Platform irrespective of
the underlying reason for such suspension.
6. License to Company & Customer.
6.1 Customer Data License. The Customer hereby grants to Company
worldwide, irrevocable, non-exclusive and royalty-free license during
the Term to (i) use, reproduce, electronically distribute, transmit, have
transmitted, perform, display, store, archive, and make derivative
works of the Customer Data to provide any deliverables under this
Agreement. (ii) aggregate and anonymize Customer Data to publish
such aggregated and anonymized (non-personally identifiable) data,
(ii) conduct benchmark studies, (iii) provide services/products
(excluding the competing products/services currently offered by the
Customer and as referred in the Agreement) made available by the
Company and its Affiliates to the Users by utilizing the Customer Data
provided that the Users will be free to avail such products/services in
their sole discretion), and (iv) market the services of the Company and
its Affiliates by utilizing the Customer Data.
6.2 Trademark License by Customer. The Customer hereby grants to
the Company a worldwide, irrevocable, non-exclusive and royalty-free
license to use Customer’s Marks solely in relation to the scope of this
Agreement. Such license shall be limited to the duration of this
Agreement. The Customer also grants a worldwide, irrevocable, non-
exclusive and royalty-free license to the Company to include
Customer’s name/brand name and/or Customer’s Marks in any of
Company’s customer lists and display the Customer’s testimonials on
any medium during the Term of this Agreement.
6.3 Trademark License by Company. The Company hereby grants the
Customer a revocable, limited, non-exclusive, non-transferable license
for the territory of India (without the right to sublicense, assign or
transfer in any manner) to adopt and use the words “Powered by
Lead” against the Customer’s School logo in external/internal
communication during the Term provided the Customer shall get any
creatives, logo or communication pre-approved by the Company in
writing.
7. Invoice Value; Taxes; Payment.
7.1 Invoice Value. In consideration for sale of STEK, onboarding the
School, license to the Platform, (including provision of the Ancillary
Products and Ancillary Services for accessing/using or to be used in
conjunction with the Platform), Customer shall pay the Invoice Value in
manner as provided in this Agreement and more particularly set forth
in this Section and Annexure 3. The Customer acknowledges that its
payment obligation under Agreement shall continue irrespective of
whether invoice has been raised by Company or not. The Invoice
Value shall be non-refundable except as expressly provided in the
Agreement.
7.2 Taxes. Each Party, with respect to the services rendered in its
individual capacity, would be solely responsible for the compliance of
all Applicable Laws including but not limited to legislations regarding
goods and service tax (‘GST’) central, state or local regulations. The
Customer shall, in addition to the other amounts payable under this
Agreement, during the Term pay all applicable taxes, duties, levies,
charges, cess, etc. (if any) at a given point of time irrespective of the
nomenclature and whether such amount was levied or imposed,
provided it arises on account of the transactions under this
Agreement. All payments under this Agreement would be subject to
withholding tax as per the law applicable on the date of payment. The
Party withholding the tax would be responsible for providing
appropriate proof, certificate, documents, etc. to enable the other
Party to claim the benefit of the same. The Parties would be
responsible for their own tax assessments, audits, inquires, etc. Any
interest, penalties or recoveries imposed upon the Company by any
authority or court on account of any tax related default, delay, lapse,
delinquency and/or deficiency by Customer will be solely borne by
Customer by paying to the Company in advance and the Customer
shall keep the Company indemnified in this regard.
7.3 Payment Terms. Unless otherwise specifically agreed between the
Parties all amounts payable to Company under this Agreement will be
due as per the payment pattern detailed in Annexure 3. Any non-
compliance of the payment obligations by the Customer as per this
Section 7 and Annexure 3 shall be considered a material breach of
this Agreement. The Customer will be considered ineligible to continue
participation in the program offered, if it defaults any payment
obligations under this Agreement or otherwise breaches any terms of
this Agreement.
8. Warranty.
8.1 WARRANTY DISCLAIMER. the Company makes no warranties,
express or implied, with respect to the STEK, Platform, Ancillary
Products, Ancillary Services or any other accompanying material
provided hereunder. The Company specifically disclaims all other
warranties, express and implied, including without limitation implied
warranties of merchantability, fitness for a particular purpose, and of
uninterrupted or error-free service, and all such warranties are hereby
excluded to fullest extent permitted by law. The Company disclaims
any warranty with respect the performance issues of the Platform (i)
caused by factors outside of Company’s reasonable control; (ii) that
result from any improper actions or inactions of Customer, Users or
any third parties; (iii) that result from any inaccurate or incorrect
information provided by Customer, Users or any third parties; (iv) that
result from Customer’s data structure, operating environment or
equipment; or (v) that arise due to any error or default in the Third
Party Ancillary Products or Ancillary Services. Except as expressly
provided herein the STEK, Platform, Ancillary Products and Ancillary
Services are provided on an “as is” basis.
9. Term; Termination.
9.1 Term. The Agreement shall commence on the Effective Date and shall
continue to be valid till three years from the start date of the first Year
(the “Initial Term”). The Customer shall not be allowed to terminate this
Agreement during the Initial Term (“Lock-in Period”) for any reasons
whatsoever, unless it is agreed by Company in writing. After the Initial
Term, this Agreement shall be deemed renewed automatically for an
additional three-year period (“Renewal Term”) on same terms or such
terms as may be communicated by the Company, and agreed by the
Customer unless this Agreement is terminated in accordance with this
Section. The Initial Term and Renewal Term will be collectively
referred to as “Term”.
9.2 Termination.
I. This Agreement may be terminated by either Party if the other Party (i)
makes a general assignment for the benefit of creditors, admits in
writing its inability to pay debts as they come due, voluntarily files a
petition or similar document initiating any bankruptcy or reorganization
proceeding, or involuntarily becomes the subject of a petition in
bankruptcy or reorganization proceeding and such proceeding shall
not have been dismissed or stayed within sixty (60) days after such
filing; or (ii) fails to perform or observe any material terms or conditions
in this Agreement and fails to cure such breach within thirty (30) days
from the date of issue of written notice from the non-breaching Party
informing the breaching party of such breach.
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 II. If the Agreement is terminated pursuant to Company’s breach under this
Section then any advance amount paid by the Customer towards the
Invoice Value for any unrendered Services will be reimbursed by the
Company.
III. If the Agreement is terminated for any reason other than Company’s
breach under this Section during the Lock-in Period then notwithstanding
anything to the contrary in this Agreement, Parties agree that the following
will be payable by the Customer immediately to the Company (i) the
balance Invoice Value liable to be paid by the Customer viz. the unpaid
total cumulative cost (irrespective of whether the Company has raised an
invoice for such amount or not and whether such cost is for the unexpired
Lock-in Period or otherwise) mentioned in Annexure 3, and (ii) any
amount due to the Company by the Customer under the Agreement
(including but not limited to any unpaid Invoice Value). Parties further
agree that in case of such termination, until payment of abovementioned
amounts by the Customer, the Company shall exercise a lien on the
STEK. Parties further agree that in case of such termination or in case the
Customer defaults any payment obligations under this Agreement,
notwithstanding anything to the contrary in the Agreement, all Ancillary
Products will be returned by the Customer to the Company.
IV. Company may terminate this Agreement effective immediately upon
written notice to Customer if Customer breaches any of the
representations and warranties set forth in this Agreement.
9.3 Effect of Termination. Upon termination or expiry of this Agreement,
each Party shall promptly return, or at the other Party’s request, destroy
(and provide confirmation of such destruction signed by an authorised
officer), all Confidential Information of the other Party (including without
limitation the Platform, Ancillary Services and Ancillary Products). The
Parties’ obligations and terms of this Agreement (including but not limited
to the payment obligations) which by their nature are intended to continue
beyond the termination or expiration of this Agreement shall survive the
termination or expiration of this Agreement. All other rights and
obligations of the Parties under this Agreement shall expire upon
termination of this Agreement.
10. Responsibilities & Obligations of Customer.
10.1 The Customer shall be responsible for providing the Customer Data
to the Company. Customer will provide true, accurate, current and
complete Customer Data as may be necessary and shall promptly
update the Customer details in Annexure 1 as well as the Customer
Data to record any changes. Customer shall also comply with the
requirements detailed in Annexure 5.
10.2 Customer shall ensure that student count provided at any given time
is true, accurate and correct. Customer shall ensure that student
count registered in Company’s ERP Solution shall not be lower than
actual Student count in School or class(es) (as may be applicable). In
case of any discrepancy between actual student count and one
available in the ERP Solution, the higher value will prevail. The
Customer agrees that if the Customer has placed an order which is
lower than the Minimum Committed Student Count, as provided in
Annexure 3, then the Company has the right to charge as specified in
Annexure 3. A breach of this Section will be considered as a material
breach under this Agreement.
11. Entire Agreement. This Agreement, any annexures and amendments
10.3 Customer shall (i) ensure the availability of the Teachers, Students
and other School staff and/or Users for conducting any exercise to
ensure effective implementation of the Platform Solution and effective
utilization of the STEK, including but not limited to conducting
training, seminars, workshops and feedback session for the Teachers
and Students; (ii) be responsible for obtaining and maintaining, at its
expense, all the necessary computer hardware, software, modems,
network, infrastructure, connection to the internet and other devices
required to access/use the Platform; (iii) implement the Platform
Solution and use the STEK and Company Ancillary Products solely
at the School and only for the classes and divisions as mentioned in
Annexure 3; (iv) comply with all Applicable Laws in performance of its
obligations under this Agreement and while reselling the STEK to the
Students; (v) notify Company immediately of any unauthorized use of
the Platform or any other known or suspected breach of security and
use reasonable efforts to stop any unauthorized use of the services
that is known or suspected by Customer; (vi) not copy, duplicate,
modify, print, use or adopt any Intellectual Property Rights in the
Platform Solution and STEK. It is hereby clarified that creating
unauthorised copies of the STEK or any portion of its content will be
considered as a material breach of this Agreement; (vii) submit
necessary KYC documents as may be required by the Company
from time to time; (viii) provide access to the Company and third
parties supplying the Third Party Ancillary Products to the School for
fulfilling the Company’s commitments under this Agreement including
installation; and (ix) Provide GSTN and PAN number in Annexure 1
along with submission a duly signed copy of GST registration
certificate/PAN number immediately upon the execution of this
Agreement for ascertaining the invoicing pattern failing which
Customer will be deemed to be unregistered under Applicable Laws
by the Company.
10.4 The Customer acknowledges that access to/use of Platform may
require the use of Third-Party Ancillary Products. Customer
acknowledges that the Company shall not be responsible or liable in
any manner whatsoever for such Third-Party Ancillary Products,
including but not limited to their accuracy, warranty, repair, quality,
fitness or any other aspect thereof. The Third-Party Ancillary
Products are provided to the Customer solely for accessing/using the
Platform. Customer’s access and use of Third Party Ancillary
Products shall be subject to terms and conditions of such third party
manufacturing or supplying the Third Party Ancillary Product. The
Customer acknowledges that the Third Party Ancillary Products are
subject to only such warranty as may be provided by the
manufacturer or supplier (as may be applicable) of the Third Party
Ancillary Products, (if any) and accordingly the Customer will be
liable for paying such third party directly for any service requirement
or repair beyond warranty coverage offered by such third party or
outside the warranty period of such coverage.
10.5 During the Term, the Ancillary Products will be supplied only once.
Such Ancillary Products shall be supplied in the Year one or as may
be determined by the Company, in its sole discretion from time to
time. The model and brand of the Third Party Ancillary Product
quoted by the Company (if any) cannot be guaranteed. The
Company shall be free to replace the model and brand of the Third
Party Ancillary Products with same, similar or higher functionality
products.
10.6 The Customer shall comply with the product specifications, privacy
policy and terms of usage displayed on the Company’s website(s) or
application(s). The Customer shall also be liable for ensuring that the
provisions of this Agreement including but not limited to the
obligations of Customer shall be complied ‘as is’ by all Users.
thereto, constitute the entire agreement between the Parties and
supersede all previous agreements, oral or written, with respect to the
subject matter of this Agreement.
In Witness hereof, the Parties hereto have executed this Agreement by
persons duly authorized as of the date and year first above written.
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Signature
Before you sign this quote, an email must be sent to you to verify your identity. Find your profile below to request a verification email.

Venkateswarlu Sura
sunshinepodili94@gmail.com

[ sig|req|signer1 ]

Hemanthkumar Kurra
hemanth.kurra@leadschool.in

[ sig|req|signer2 ]

Doc ID: 27c59a8b206ae1fbab25d5df27a079a3e97caec2

 ANNEXURE 1

DETAILS OF CUSTOMER

Effective Date: November 10, 2022

Details of Customer:

Legal entity name of School(Trust/Society/ LLP/Proprietary Sri Padma Sai Educational Society
Firms/Company/Partnership Firm)

School Name Sunshine High School

Address of School Bank Colony,VN Puram, Podili, Prakasam Dst,AP - 523240

Contact person (Key Dealing Manager) Sura Venkateswarlu

Phone 9490781477

Email ID of Legal Entity sunshinepodili94@gmail.com

GST No. NA

*PAN No. of Legal Entity AAJTS5570J

TAN No. NA

Bank account Number of Legal Entity 045910011009620

IFSC code UBIN0804592

KYC DOCUMENTS REQUIRED

PAN COPY

COPY OF CANCELLLED CHEQUE

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 ANNEXURE 2

DEFINITIONS
1. “Affiliate” means any company majority of whose voting shares is now or hereafter, owned or controlled, directly or indirectly, by a Party hereto, or by an entity
which owns or controls a Party hereto, as applicable.

2. “Applicable Law(s)” means all laws, statutes, treaties, rules, codes, ordinances, regulations, certificates, orders, interpretations, licenses and permits of any
governmental authority of India and judgements, decrees, injunctions, writs, orders or like action of any Indian court, arbitrator or other administrative, judicial,
or quasi-judicial tribunal or agency of competent jurisdiction.

3. “Confidential Information” means any information disclosed by one Party to the other, which, (i) if in written, graphic, machine readable or other tangible form is
marked “Confidential” or “Proprietary” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential and reduced to a
writing marked “Confidential” and delivered to the Receiving Party (as defined below) within ten (10) days of such disclosure; or (ii) by the nature of the
circumstances surrounding the disclosure, ought in good faith to be treated as confidential. Notwithstanding any failure to so identify them, all technology or
proprietary information underlying the Platform Solution shall be deemed Confidential Information.

4. “Customer Data” means the User information, including but not limited to name, address, mobile application activity, and mobile device identifier required for
the logging into and operating the Platform.

5. “Company Ancillary Products” means the products made available by the Company to work in conjunction with the Platform.

6. “ERP Solution” means nucleus or any subsequent enterprise resource planning solution used by the Company.

7. “Indicative Total Invoice Value” has the meaning ascribed to in Annexure 3.

8. “Intellectual Property” means and shall include, without limitation, any inventions, technological innovations, discoveries, designs, formulas, know-how,
processes, business methods, patents, trademarks, service marks, copyrights, computer software, source code, domain name, knowledge, ideas, concepts,
goodwill, ideas, creations, writings (including but not limited to content in the books, reading material, workbooks, assessments, any print material shared by
the Company), lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded
material defining, describing, or illustrating all such property, whether in hard copy or electronic form.

9. “Invoice value” has the meaning ascribed to it in Section 7.1.

10. “Marks” means a Party’s corporate or trade name, trademark(s), logo(s), domain names or other identification of such Party.

11. “Platform” means the software services licensed by Company to the Customer which includes the cloud-based web and/or mobile applications for School ERP,
Parent App, Teacher App and School Owner App (irrespective of the nomenclature used) and the Content. Where “Content” means digital content made
available by the Company to the Customer through any means including but not limited to streaming through an Ancillary Product or utilizing the
external/internal memory cards or similar devices.

12. “Platform Solution” means the Platform, Ancillary Services and Ancillary Products used by the Customer for the management, operation and functioning of the
School. Ancillary Products are solely required to access/use or to be used in conjunction with the Platform and Ancillary Services are solely supplied for
effectively using the Platform. Where Ancillary Services and Ancillary Products will carry the following meaning:

12.1 “Ancillary Products” means the products required to access/use or to be used in conjunction with the Platform and shall include the Company Ancillary
Products and Third Party Ancillary Products. Ancillary Products developed by/for the Company shall be referred to as ‘Company Ancillary Products’.
Ancillary Products obtained from third parties shall be referred to as ‘Third Party Ancillary Products’. For illustration, (i) the Smart TV, TEEK, NAS device
will qualify as Third Party Ancillary Products, and (ii) SCEK will qualify as Company Ancillary Products.

a. “Teacher Excellence Kit” or “TEEK” shall mean a Tablet viz. portable device typically with an operating system and an interactive interface along with any
supporting object(s) as may be determined by the Company in its sole discretion from time to time for the utilization of the Teachers at the School.

b. “NAS Device” means a storage device connected to a network allowing storage and retrieval of data from a central location for authorised network users,
which may be made available by the Company in its sole discretion.

c. “School Excellence Kit” or “SCEK” shall mean and include physical materials to be used by the Customer for the School (includes stationery items, print
resources and teaching learning materials) which can be used in conjunction with the Platform.

d. “Smart TV” means a television of any brand and model, as may be determined by the Company in its sole discretion from time to time, connecting with
tablet (via casting or any other means) or any other ancillary device used by the Teachers at the School.

12.2 “Ancillary Services” means any services that may be provided by the Company from time to time for the effective utilization of the Platform including but
not limited to workshop, assessment, advisory or observation services offered by the Company.

13. "Onboarding Charges” means the one-time non-refundable charges payable by the Customer for (i) onboarding the School on to the ERP solution of the
Company, and (ii) the delivery of ancillary component viz. Experience Hub on an “as-is” basis and shall not entail any other obligation(s) for the Company. The
School will receive a limited access to certain modules of the Platform Solution (as may be selected by the Company from time to time) upon onboarding on an
“as-is” basis. It is clarified that “Experience Hub” is an incidental component (one Smart TV and Tablet each) required to showcase the solution offered by the
Company during the onboarding.

14. “School” means School detailed in Annexure 1 or the classes and divisions in such School as detailed in Annexure 3.

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15. “Senior Management” means chief legal officer, chief executive officer, chief operating officer or the chief financial officer.

16. “Student Excellence Kit” or “STEK” shall solely include printed books in the form of readers, workbooks and assessments to be used by the Students.

17. “Student” means any student attending the School.

18. “Teacher” means a teacher who is teaching at the School or applicable class(es) as may be applicable.

19. “Third Party Ancillary Products” means the products manufactured or supplied by a third party to enable the Customer (directly or indirectly) to access/use the
Company’s Content

20. “User” means any user authorised by the Customer to access the Company’s Platform under the designated profile assigned by the Customer pursuant to this
Agreement. It is clarified that Users shall include only (i) Teachers employed by the School and using the Teacher App, (ii) Students enrolled at the School and
their parents/guardian using the Student and Parent App, and (iii) personnel employed by the School/owner of School and using the School Owner App and
School ERP.

21. “Year” means the academic year of the School which shall be in line with customary requirements of a particular region and as per the requirements of
Applicable Laws.

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 ANNEXURE 3

PRICING AND INVOICING

The Company shall be entitled for the following consideration towards the obligations performed by the Company under this Agreement:

1. Onboarding Charges: A one-time upfront non-refundable Onboarding Charge of Rs. 50000. Any additional amount paid by the school at the time of
onboarding will be adjusted against the total contract value

2. STEK:

Product Configuration: Lead Basic

Year 1 Year 2 Year 3

No. of units No. of units No. of units

Classes/ (Minimum (Minimum (Minimum
Unit Unit Unit Total
Subjects/ Committed Total Amount Committed Total Amount Committed
Price(Rs.) Price(Rs.) Price(Rs.) Amount
Curriculum Student Student Student
Count) Count) Count)

Class 6: AP SCERT+
Science, Maths, SST, 60 ₹2,273 ₹136,400 60 ₹2,349 ₹140,940 60 ₹2,349 ₹140,940
ELGA

Class 5: EVS, Maths,

60 ₹2,233 ₹134,000 60 ₹2,392 ₹143,520 60 ₹2,392 ₹143,520
ELGA, Hindi, CCS

Class 4: EVS, Maths,

50 ₹2,233 ₹111,666 50 ₹2,392 ₹119,600 50 ₹2,392 ₹119,600
ELGA, Hindi, CCS

Class 3: EVS, Maths,

47 ₹2,233 ₹104,966 47 ₹2,392 ₹112,424 47 ₹2,392 ₹112,424
ELGA, Hindi, CCS

Class 2: EVS, Maths,

35 ₹2,233 ₹78,166 35 ₹2,392 ₹83,720 35 ₹2,392 ₹83,720
ELGA, Hindi, CCS

Class 1: EVS, Maths,

48 ₹2,233 ₹107,200 48 ₹2,392 ₹114,816 48 ₹2,392 ₹114,816
ELGA, Hindi, CCS

SKG: IC 40 ₹1,493 ₹59,733 40 ₹1,569 ₹62,760 40 ₹1,569 ₹62,760

JKG: IC 40 ₹1,493 ₹59,733 40 ₹1,569 ₹62,760 40 ₹1,569 ₹62,760

Nursery: IC 60 ₹1,493 ₹89,600 60 ₹1,569 ₹94,140 60 ₹1,569 ₹94,140

Total* 440 ₹881,464 440 ₹934,680 440 ₹934,680

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3. Platform Solution:

Year 1 Year 2 Year 3

No. of units No. of units No. of units

Classes/ (Minimum (Minimum (Minimum
Unit Unit Unit Total
Subjects/ Committed Total Amount Committed Total Amount Committed
Price(Rs.) Price(Rs.) Price(Rs.) Amount
Curriculum Student Student Student
Count) Count) Count)

Class 6: AP SCERT+
Science, Maths, SST, 60 ₹1,137 ₹68,200 60 ₹1,175 ₹70,500 60 ₹1,175 ₹70,500
ELGA

Class 5: EVS, Maths,

60 ₹1,117 ₹67,000 60 ₹1,197 ₹71,820 60 ₹1,197 ₹71,820
ELGA, Hindi, CCS

Class 4: EVS, Maths,

50 ₹1,117 ₹55,834 50 ₹1,197 ₹59,850 50 ₹1,197 ₹59,850
ELGA, Hindi, CCS

Class 3: EVS, Maths,

47 ₹1,117 ₹52,484 47 ₹1,197 ₹56,259 47 ₹1,197 ₹56,259
ELGA, Hindi, CCS

Class 2: EVS, Maths,

35 ₹1,117 ₹39,084 35 ₹1,197 ₹41,895 35 ₹1,197 ₹41,895
ELGA, Hindi, CCS

Class 1: EVS, Maths,

48 ₹1,117 ₹53,600 48 ₹1,197 ₹57,456 48 ₹1,197 ₹57,456
ELGA, Hindi, CCS

SKG: IC 40 ₹747 ₹29,867 40 ₹785 ₹31,400 40 ₹785 ₹31,400

JKG: IC 40 ₹747 ₹29,867 40 ₹785 ₹31,400 40 ₹785 ₹31,400

Nursery: IC 60 ₹747 ₹44,800 60 ₹785 ₹47,100 60 ₹785 ₹47,100

Total* 440 ₹440,736 440 ₹467,680 440 ₹467,680

Other Terms and Conditions for STEK and Platform Solution:

In case the Customer orders for any quantity lower than the Minimum Committed Student Count (as described in the above two tables) as detailed in Section 10.2,
the Parties agree that the Company reserves the right, as may be determined by the Company in its sole discretion, to either:

α. Charge for the Minimum Committed Student Count (as described in the above two tables) as detailed in Section 10.2 along with any applicable taxes, or

β. Renegotiate the commercials for both STEK and Platform Solution. If the Parties are not able to renegotiate the commercials as per this provision, then such
scenario will be considered as a material breach scenario.

Indicative Total Invoice Value

The Indicative Total Invoice Value shall be the indicative value of the aggregate Invoice Value amount for STEK and Platform Solution (as calculated above) and
enumerated below. The Parties agree that the amounts quoted below which is calculated basis the estimated per student count are solely indicative in nature for
sake of illustration, convenience, ease of reference and understanding of the costing details by the Customer and shall not in any manner be treated or as be
deemed to mean the total Invoice Amount. It is hereby clarified that Platform Solution and STEK are independent components and will be invoiced separately
irrespective of the nomenclature used herein below. Doc ID: 27c59a8b206ae1fbab25d5df27a079a3e97caec2
Doc ID: 27c59a8b206ae1fbab25d5df27a079a3e97caec2
 Year 1 Year 2 Year 3

No. of units No. of units No. of units

Classes/ (Minimum Total Cost (Minimum Total Cost (Minimum Total Cost
Total Invoice Total Invoice Total Invoice
Subjects/ Committed per student Committed per student Committed per student
Value (Rs.) Value (Rs.) Value (Rs.)
Curriculum Student (Rs.) Student (Rs.) Student (Rs.)
Count) Count) Count)

Class 6: AP SCERT+
Science, Maths, SST, 60 ₹3,410.00 ₹204,600.00 60 ₹3,524 ₹211,440 60 ₹3,524 ₹211,440
ELGA

Class 5: EVS, Maths,

60 ₹3,350.00 ₹201,000.00 60 ₹3,589 ₹215,340 60 ₹3,589 ₹215,340
ELGA, Hindi, CCS

Class 4: EVS, Maths,

50 ₹3,350.00 ₹167,500.00 50 ₹3,589 ₹179,450 50 ₹3,589 ₹179,450
ELGA, Hindi, CCS

Class 3: EVS, Maths,

47 ₹3,350.00 ₹157,450.00 47 ₹3,589 ₹168,683 47 ₹3,589 ₹168,683
ELGA, Hindi, CCS

Class 2: EVS, Maths,

35 ₹3,350.00 ₹117,250.00 35 ₹3,589 ₹125,615 35 ₹3,589 ₹125,615
ELGA, Hindi, CCS

Class 1: EVS, Maths,

48 ₹3,350.00 ₹160,800.00 48 ₹3,589 ₹172,272 48 ₹3,589 ₹172,272
ELGA, Hindi, CCS

SKG: IC 40 ₹2,240.00 ₹89,600.00 40 ₹2,354 ₹94,160 40 ₹2,354 ₹94,160

JKG: IC 40 ₹2,240.00 ₹89,600.00 40 ₹2,354 ₹94,160 40 ₹2,354 ₹94,160

Nursery: IC 60 ₹2,240.00 ₹134,400.00 60 ₹2,354 ₹141,240 60 ₹2,354 ₹141,240

(A) Total Invoice Value for ₹1,322,200.

440 440 ₹1,402,360 440 ₹1,402,360
STEK + Platform Solution 00

(B) Onboarding Charges ₹50,000

₹1,372,200.
Total (A+B) 440 440 ₹1,402,360 440 ₹1,402,360
00

The student price for relevant Year (as mentioned in the tables above) will be applicable for any additional student counts beyond the above agreed numbers and
will be invoiced accordingly for both STEK and Platform Solution.

List of Items supplied as part of Platform Solution and Onboarding the School Quantity

Ancillary Products supplied as part of Platform Solution

School Excellence Kit – Primary (Classes 1, 2, 3, 4 and 5) 1

School Excellence Kit – Middle (Classes 6, 7 and 8) / Class 9 1

School Excellence Kit – Pre-Primary (Nursery, JKG and SKG Classes) 1

TEEK 10

TV 10

Ancillary Products supplied as part of Onboarding the School

Teacher Excellence Kit 1

TV 1

*The above items are available only if taken in Year one. Further, such entitlement is applicable only in case of orders for committed student count for the Term as
committed in the above table. Notwithstanding anything contained herein, such entitlement is applicable only in case actual student count for the Term for any of
Pre-Primary or Primary or Middle or Secondary, as provided above, is more than 40. In case there is a deficiency in student count in any Year, the Ancillary
Products provided against such count will also be reduced from the original count considered in the above table, basis the student and Ancillary Product ratios
used by the Company for determining the above entitlement. In the event the Customer does not procure the whole or part of the above mentioned items in Year
one, the Company will not be liable to provide any of the above mentioned items after the Year one.

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Any Ancillary Products requested over and above the eligibility as determined above, will be charged over and above the unit price of the Platform Solution as per
below table:

Price per unit (in INR) for additional orders Year 1 Year 2 Year 3

Teacher Excellence Kit 11,000 11,500 12,500

Smart TVs(39/40 Inches) 19,000 20,000 22,000

School Excellence Kit for each category of Primary/Pre-

55,000 60,000 65,500
Primary/Middle/Secondary

The quantity for the above order(s) and pricing for any "configuration changes", including additional costs, if any, shall be mutually agreed between the Parties in
writing (including email).

Payment Due-Dates

Payment Due-dates applicable every Year during the Term of the Agreement

Component Amount Payable Mandatory Payment Due-Dates (latest date)

Onboarding charges 100% of Onboarding Charges Agreement Effective Date

STEK and Platform Solution for the minimum committed student count*

Minimum 40 days prior to the customary first term start

40% of the Indicative Total Invoice Value (STEK + date of the School or 25 days before teacher
Tranche 1:
Platform Solution) under table 3 of this Annexure development workshop or placement of order of STEK
or Ancillary Products, whichever is earlier.

30% of the Indicative Total Invoice Value (STEK + Within 30 days subsequent to the customary first term
Tranche 2:
Platform Solution) under table 3 of this Annexure start date of the School.

30% of the Indicative Total Invoice Value (STEK + Mandatory within 60 days before the customary second
Tranche 3:
Platform Solution) under table 3 of this Annexure term start date of the School.

*The payments by the Customer for any additional orders or otherwise (including but not limited to additional student counts, additional ancillary devices, additional
STEK, debit notes for pricing adjustments or deficiencies etc.) must be made fully, in advance before supply of such additional orders or on the debit notes being
raised.

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Any non-compliance of the payment obligations by the Customer as per Annexure 3 shall be considered a material breach of this Agreement. The payment for all
the Tranches quoted above shall be due irrespective of whether the Company has billed this amount or not.

Other terms and conditions:

Any overdue payments will be subject to interest at the rate of 18% per annum along with applicable taxes or the maximum amount allowable under Applicable
Laws, whichever is less, unless otherwise mutually agreed between the parties.

1. The Indicating Pricing is total amount payable for the Platform Solution and STEK.

2. All the prices mentioned above will be inclusive of GST, if any.

3. Unless otherwise mutually agreed by the Parties, the amount will be payable as per the due dates mentioned above.

4. STEK and Ancillary Products once delivered are non-returnable (except in case of Section 9.3 of the Agreement) and non-refundable and Company shall not
have any further obligations in this regard.

5. For the purpose of invoicing, in line with our obligation as detailed under this Agreement, the current pattern of invoicing will be as follows:

I. STEK as well as Platform Solution invoicing would be further bifurcated into first term and second term. The invoicing will be done based on orders
received from the School; which could be either in advance or at the beginning of the academic year in the usual course of business.

II. Deficiency in the Minimum Committed Student Count as per table above vis a vis the actual Order Quantity whether ordered or not can be invoiced at
the discretion of the Company at appropriate intervals. STEK can be delivered against the same as and when requested by the customer.

III. The Company will raise separate invoices on the Customer for supply of STEK and Platform Solution in line with the requirements of the Applicable
Laws and as per the Invoice Value quoted by the Company. The Company will charge GST at the applicable rate on such tax invoices.

IV. The Customer confirms that the Company will be free to unilaterally revise the invoicing pattern and/or modify the terminology used in the invoice(s)
subject to prior written notification in line with Notice requirements as per Section 8 of Annexure 7.

ANNEXURE 4
OBJECTIVE OF THE PROGRAM
The program is aimed at procuring the following results:

1. Over 1 year of average growth in the first full Year in English level for students enrolled in English Language and General Awareness (“ELGA”)
program from their base levels measured through a beginning of the Year test conducted by Company; and

2. 70% school aggregate average scores obtained by students in the first Year in the End of Year (“EOY”) exam conducted by Company in the following
programs – pre-primary school integrated curriculum, primary school in math and EVS, middle school all subjects provided by Company, provided all
Students have enrolled in Platform Solution and utilized the STEK right from the beginning of the Year.

The results aimed at (as mentioned in Section 1 and 2 of this Annexure 4) are applicable only if the Customer continues to adhere with the terms of Annexure
5. In the event such results are not achieved, the Parties agree that the Company will refund the below amount:

I. An amount equivalent to Smart TVs, TEEKs, Company Ancillary Products, returned by the Customer, after adjusting the amount for the actual wear
and tear and physical condition, and

II. in lieu STEKs, such percentage of value as per Agreement as may be determined by the Company.

General Terms and Conditions of the program

a. The User agreement and Privacy Policy of the Company as available on the Platform shall apply to the Customer as well as the Users.

b. Parties agree that Annexure 4 is a material term of this Agreement.

c. In the event of any misuse or abuse of the program by the Customer or the Users, the Company reserves the rights to deny the benefits offered under
this program.

d. The Company reserves the right to modify the terms and conditions of the above program, with prior intimation of the same in writing to Customer.

e. The Company shall not be liable for any loss or damage arising due to Force Majeure Event.

f. The Company shall not be liable for any indirect, punitive, special, incidental or consequential damages arising out of or in connection with the program.

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 ANNEXURE 5
Part I - TERMS FOR USAGE

The Customer shall:

1. Mandatorily practice and strictly follow all lesson plans provided on the Teacher app.

2. Diligently follow the timetable and academic calendar suggested by the Company. Further, the Teachers and Students should complete the full syllabus and
course material specified by the Company.

3. The School and Users should completely follow the ELGA allocation recommendation from the Company to ensure objective of the program is met.

4. Provide a dedicated coordinator for the effective and seamless implementation of the Platform Solution and to successfully address any concerns or requests
of the Company. Ensure coordinator is not changed frequently and the new coordinator is efficiently onboarded and trained to ensure that there is no
detrimental impact to implementation of the program.

5. Ensure monitoring of the Teacher performance metrics as per Company’s recommendation, inputs and/or suggestions. Any remedial actions must be taken up
promptly and in compliance with the recommendations, inputs and/or suggestions of the Company.

6. Ensure that the Teachers will undergo and attend all required training sessions as may be arranged/conducted by Company’s team and efficiently follow the
lesson plans.

7. Ensure Teacher allocation is done in consultation with the academic excellence manager provided by or through Company.

8. Make all payments due to Company under this Agreement in a timely manner irrespective of whether the invoice has been raised on the Customer.

9. Guarantee that Teacher, Students and other Users shall strictly observe all instructions and/or perform the recommendations of the Company as may be issued
from time to time.

10. Ensure that the Customer does not breach any terms of the Agreement during term of the program.

Provided all Students have enrolled in Platform Solution and utilized the STEK right from the beginning of the Year.

PART II - HARDWARE AND RELATED REQUIREMENTS

PLATFORM

1. For School

I. Hi speed (1 Mbps or above) Internet connection with at least 2GB daily download limit (ideally, unlimited) at least one location in school (ideally, admin office
or Principal office).

II. WiFi router to connect to Teacher tablets

III. Tablets of requisite configuration to run the Platform, unless provided by the Company.

IV. Charging point for tablets in staff room or admin room

2. For each classroom

Display Device Installation

Perimeter Box of Plywood to be locally made (to be procured separately by school) and cost to be borne by the
39 inch (or larger) Smart TV
Customer

3. Requirements for CCS:

I. Computer Lab Hardware Configuration

Grade 1-5 product:

Must/ required: Intel Core 2 Duo processor, 2GB RAM, and Windows 7 SP1 or above (Windows 8, 10 & so on)

One computer can be shared between a maximum of 3 students

A television enabled with screen-cast in both the computer lab and the classroom

A tablet (provided by Company) with a 2 GB RAM (older tablet with 1 GB RAM won’t work)

High-speed internet connection for all computers (recommended)

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 Grade 6-8 product:

Must/ required: High-speed internet connection for all computers.

Intel i3 processor (9th gen, 3.2 GHz+, quad core), 4 GB RAM, Windows 7 SP1 or above (Windows 8, 10 & so on)

One computer can be shared between a maximum of 3 students

A television enabled with screen-cast in both the computer lab and the classroom

A tablet (provided by Company) with a 2 GB RAM (older tablet with 1 GB RAM won’t work)

II. Teacher Skill:

Grade 1-5 product:

Working knowledge of how to use a computer

Recommended - some experience of programming (esp. Block based programs like Scratch Jr. / Scratch)

Grade 6-8 product:

A graduate of a BCA/MCA or equivalent degree program (required)

Working knowledge of Java, Python or similar text-based programming languages (required)

***Above requirements for CCS shall be applicable to the Customers who have subscribed for LEAD CCS program.

The Hardware and Related Requirements may be updated by the Company from time to time. The latest Hardware and Related Requirements will appear on
Company’s website or as may be communicated by the Company’s personnel from time to time. Customer must visit the Company’s website regularly to stay
compliant with the latest Hardware and Related Requirements.

ANNEXURE 6

Payment Tranches for Above Subscriptions

School Start Date: 14/06/2023

Signup Amount: ₹ 50,000 ("Non Refundable")
Tranche 1: ₹5,28,944 on 15/5/2023
Tranche 2: ₹3,96,708 on 14/7/2023
Tranche 3: ₹3,96,708 on 13/8/2023
Total Tranche Amount: Rs.13,22,360/-

Marketing campaigns and offers

a. The marketing and brand building campaigns run by the Company, directly or indirectly, will be extended to the customers, subject to adherence of to all the
terms and conditions of this Agreement by the Customer. The campaign cost will be capped up to maximum value of Rs 50,000/- (inclusive all charges and
taxes).
b. This offer is solely valid for the first Year of this Agreement and the Company will solely determine the manner in which the offer will be run. The success/
effectiveness of such an offer will be determined solely by the Company.

Admissions Guarantee
a. (i) 10 admissions guaranteed per School. This Admissions guarantee is to be fulfilled till the end of first Year of this Agreement (ie, of academic year 23-24)
(ii) To the extent of any shortfall in the guaranteed admission numbers, the Customer will be paid an amount, determined on a per student basis - which will be
equivalent to the annual school fee of a Student in the Company records or INR 20,000 (whichever is lower).

b. Credit note release benchmark: Customer to comply with all payment obligations in a timely manner as per this Agreement. Also, this guarantee offer is
applicable only if the condition regarding minimum committed student count is satisfied as per Annexure 3.

c. T&C for the customer:

1. 1 day TAT for schools for calling on leads and updating the status on the Admission Portal/CRM for Cashback to be released

2. Dedicated Admission SPOC to be assigned for school to learn best practices and coordinate with LEAD to drive admissions

3. School to provide support in form of staff, infrastructure and facilities to conduct on premise events including but not limited to Student led conferences,
assessment led events, etc to drive admissions run by the Company or its partners

4. The offer of admissions guaranteed provided here is subject to the Customer complying with all terms and conditions of Annexure 5.
d. Every lead shared by the Company or generated in the admission event will be counted under the current offer if it materialises, notwithstanding the fact that
the lead may directly approach the school or is already in contact with the school.
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e. The price payable for any leads shared by the Company in Year 3 or any leads beyond the committed count in Year 2 may be mutually negotiated by the
Parties.

f. This offer is solely valid for Year 2 and the Company will solely determine the manner in which the offer will be run. The success/effectiveness of such offer
will be determined solely by the Company.

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 General Terms and Conditions

a. The User agreement and Privacy Policy of the Company as available on the Platform shall apply to the Customer as well as the Users.

b. In the event of any misuse or abuse of the offer by the Customer or the Users, the Company reserve the rights to deny the offer, cancel the credit or adjust
the credit already granted against a future payment.

c. The Company has released these offers at its sole discretion and solely reserves the right, at any time, without prior notice and liability and without
assigning any reason whatsoever, to add/alter/modify/change or vary all of these terms and conditions or to replace, wholly or in part, the above offers by
another offer, whether similar to this Offer or not, or to extend or withdraw them altogether.

d. Company shall not be liable for any loss or damage arising due to Force Majeure Event.

e. In no event the entire liability of the Company under these offers collectively shall exceed the amount of benefit offered under the respective offer.

f. Company shall not be liable to for any indirect, punitive, special, incidental or consequential damages arising out of or in connection with the offers.

g. Any amount payable/reimbursed under above offers or any offers made available by the Company to the School will be inclusive of GST at the applicable
rates. (TDS)

ANNEXURE 7

GENERAL TERMS & CONDITIONS

1. Intellectual Property Rights.

i. Customer. As agreed between the Customer and the Company, the Customer shall retain all right, title and interest in the Customer Data, Customer’s
Marks and all Intellectual Property Rights therein.

ii. Company. All Intellectual Property Rights and other proprietary rights to the Platform, Ancillary Services, STEK, Company Ancillary Products and all related
documentation, know-how, scripting, screen designs, business processes, workflow and program concepts in any way related thereto, constitutes the
Company's proprietary property and shall remain with the Company. Nothing in this Agreement will confer on the Customer any right of ownership or
interest in the Company Marks, Platform Ancillary Services, or the Intellectual Property rights therein.

2. Confidentiality.

i. Nondisclosure. Each Party (each a “Receiving Party”) agrees that it (i) shall use and reproduce the Confidential Information of the other Party (the
“Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such
purposes, (ii) shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a bona fide
need to know for such purposes, and (iii) shall not disclose such Confidential Information to any third party without the prior written approval of the
Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict
disclosure and use of its own information of like importance, but not less than reasonable care. All third parties to whom the Receiving Party discloses
Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as this Agreement.
Notwithstanding anything to the contrary, this provision shall survive for a period of three years following the expiry of termination of this Agreement.
Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so
under law, in a judicial or other governmental investigation, proceeding or order, provided that, such disclosure is limited to the extent required and to the
extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a
reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.

ii. Exceptions. No Party shall be liable for using or disclosing information that such Party can prove: (i) was in the public domain at the time it was disclosed
or has entered the public domain through no fault of the Receiving Party; (ii) is disclosed with the prior written approval of the Disclosing Party; (iii) was
independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such
independent development; or (iv) becomes rightfully known to the Receiving Party, without restriction, from a source other than the Disclosing Party without
breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights.

3. Indemnity; Limitation of Liability.

i. Indemnity. Each Party will indemnify, defend and hold harmless the other Party, and their respective employees, directors, and agents from and against all
losses and damages arising from third party claims, and all reasonable attorney's fees and related legal costs and expenses, arising Ancillary out of or
related to any act, omission of or breach of the terms of this Agreement by such Party including, without limitation, that arising or resulting from the
Customer's improper or unauthorised use of the Platform or any other resources provided hereunder; or (ii) breach by such Party of any Applicable Laws.

ii. Limitation of Liability. Except as expressly provided above, neither Party nor their respective officers, agents, contractors or vendors, will be liable for any
consequential, indirect, incidental, punitive or special damages arising from or related to this Agreement, whether arising out of contract, warranty, tort or
otherwise, even if the other Party has been advised of the possibility of such damages. In no event will a Party be liable for lost profits (whether direct or
indirect), lost revenues or other economic loss. The Parties agree that in no event shall the Company's aggregate liability under this Agreement shall
exceed the amounts received from the Customer in the three-month period preceding the date on which the claim arises. The Parties agree that they have
carefully considered the risks under this Agreement and have fairly allocated such risk between them and, therefore, agree that this limitation of liability is
fair and reasonable.

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 4. Assignment Neither Party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written
consent of the other Party. Notwithstanding the foregoing, either Party may, without the consent of the other Party, assign this Agreement to an entity merging
with, consolidating with, acquiring, or purchasing substantially all its assets or stock, provided that the assignee shall assume all rights and obligations under
this Agreement. Any permitted assignment of this Agreement shall be binding upon and enforceable by and against the Parties’ successors and assigns.

5. Entire Agreement. This Annexure 7 shall be considered as an integral part of the Agreement.

6. Force Majeure. Except for (i) any payment obligations, (ii) receipt of any goods/services offered by the Company and/or (iii) any order quantity committed by
the Customer, if either Party is prevented from performing or is unable to substantially perform any of its obligations under this Agreement due to causes
beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, pandemic,
transportation delays, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such Party’s performance shall be excused
and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full
performance. The Party claiming force majeure will notify the other Party in writing describing in detail the basis of the force majeure event and its estimated
duration. If the force majeure event continues for more than ninety (90) days, the other Party may terminate this Agreement upon notice of thirty (30) days.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India without regard to its conflicts of law provisions. This
Agreement shall be binding upon the Parties and Representatives and courts in Mumbai, India shall have jurisdiction in respect of all matters connected to or
arising out of this Agreement.

8. Notices. Notices and consents under this Agreement must be in writing and shall be delivered by hand or sent by registered mail, express courier service (with
postage prepaid) to the addresses first set forth hereto or email to the Other Party from the authorised signatory, Senior Management or personnel of the Party
with a copy to the authorised signatories/Senior Management. The contact information to be used for the purpose of serving a notice on the Customer under
this Section is set forth in Annexure 1. The Customer may change its contact information by providing the Company with notice of the change in accordance
with this Section. Notwithstanding anything to the contrary, any changes to the email id and address of the Customer in Annexure 1 shall become effective only
subsequent to notice of change by the Customer in writing and acknowledgement of such notice by the Company.

9. Relationship of Parties. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the
other Party. Neither Party shall hold itself out as an agent of the other Party. This Agreement will not be construed to create or imply any partnership, agency,
joint venture or formal business entity of any kind.

10. Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent
of the Parties and the remaining provisions of the Agreement will remain in full force and effect.

11. Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers
must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be
construed as a waiver of any succeeding breach of any other covenant.

12. Dispute Resolution. Any dispute arising out of or from this Agreement, including the interpretation and validity of the terms and conditions thereof, and the
respective rights and obligations of the Parties shall be settled amicably by mutual discussions. In case the Parties are unable to settle their disputes within 30
days, then any dispute arising out of or in connection with this Agreement, shall be settled through arbitration as per the Arbitration and Conciliation Act,1996,
or any statutory amendments/modifications thereof for the time being in force, by a sole arbitrator selected mutually by the Parties, failing which the arbitrator
shall be appointed as per the said Act. Costs of arbitration shall be initially shared equally by the Parties unless the arbitrator decides otherwise. The arbitration
shall be held in English language at an appropriate location in Mumbai unless mutually agreed otherwise between the parties. The award passed by such
arbitrator shall be final and binding on the Parties. And the Parties agree that until the arbitration proceedings are complete, they shall not take their disputes to
a Court of Law. The provisions of this Clause shall survive the expiry or termination of this Agreement.

13. Modifications. Any modifications to this Agreement shall be done by means of a separate amendment signed by the Parties or by means of a written
communication or email by the Company and which shall be deemed as accepted by the Customer through its conduct.

14. Survival Provisions. The terms of this Annexure, and Sections 9 and 10 of the Agreement will survive the expiration or termination of this Agreement.

Doc ID: 27c59a8b206ae1fbab25d5df27a079a3e97caec2

 Audit Trail

Title
Sunshine High School - New Deal
File Name
redir
Document ID
27c59a8b206ae1fbab25d5df27a079a3e97caec2
Audit Trail Date Format
MM / DD / YYYY
Status Signed

This document was signed on app.hubspot.com

11 / 10 / 2022 Sent for signature to Venkateswarlu Sura

10:10:40 UTC (sunshinepodili94@gmail.com) and Hemanthkumar Kurra
(hemanth.kurra@leadschool.in) from esign@hubspot.com
IP: 54.174.55.103

11 / 10 / 2022 Viewed by Venkateswarlu Sura (sunshinepodili94@gmail.com)

10:13:04 UTC IP: 103.172.179.49

11 / 10 / 2022 Viewed by Hemanthkumar Kurra (hemanth.kurra@leadschool.in)

10:13:16 UTC IP: 106.217.155.72

11 / 10 / 2022 Signed by Venkateswarlu Sura (sunshinepodili94@gmail.com)

10:13:32 UTC IP: 103.172.179.49

11 / 10 / 2022 Signed by Hemanthkumar Kurra (hemanth.kurra@leadschool.in)

10:13:42 UTC IP: 106.217.155.72

11 / 10 / 2022 The document has been completed.

10:13:42 UTC