CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement” dated this, day of. REIWEEN: cuenT ‘CONSULTANT. ProActive Information Technology Slutions Deep Sulamarin 'No188,24th Main, } Cag, Mahalakshmipuram, Na, Sth Ma, A Cros, HT Lane, Kowenahal, Sie MV Bangalore 56086 ‘Nagar, Doorvaninagar, Bangalore, 0016 (hein) (the Consultant) BACKGROUND. [A The Clients ofthe pinion tha the Consultant has the necesary qualifications experience and bilities to provide consiting services othe Cleat. B. The Constants agreeable to providing such consltng services to the Client onthe terms and conditions set out inthis Agreement. IN CONSIDERATION OF the matters described above and ofthe mutual benefits and obligations set forth in this Agreement, the receipt and sifcencyof which consideration i hereby acknowledge the Chen an the Constant invidally the "Paty and collectively the "Parties to this Agreement) agree as fllows: ‘SERVICES PROVIDED 1. The Cet hereby agrees to engage the Consultant to provide the Client with he allowing consulting services (the "Services + Tha Teleservices Buines and ITSM Busines services 2 The Services will abo include any other consiting tasks which the Parties may agree on The Consultant herchyagrecsto provide such Services tothe Client. TERM OF AGREEMENT 3. The term ofthis Agrecment (the "Term wll begin on the dat ofthis Agreement and wl remain in ul force and fet until the completion ofthe Services, subject to carr termination as provided inthis Agreement. Te Term may be extended withthe written conseat of the Paris. 4 Inthe event that either Party wishes to terminate this Agreement pio tothe completion ofthe Services, that Party will be required {o provide 10 das’ writen notice to the other Pay PERFORMANCE 5. The Parties ages to do everything necesary to ensure thatthe terms ofthis Agreement take eet. ‘CURRENCY6, Except as otherwise provided inthis Agreement, all monetary amounts referred tin this Agreement arin INR (Ladian Rupes). PAYMENT 7. The Constant wl charge the Client forthe Services sallow (the Payment’): + 50% ofthe commision which Mr Despak do busines with Dating TDS as per the terms 1, Invoices submited bythe Constant to the Chen are de within one day of recep 19. Ia the event thal his Agreement is terminated bythe Cleat prior to completion ofthe Services bu where the Services have boos pactaly performed the Consultant will beentiled to pro rata payment ofthe Payment othe dae of termination proved that there hasbeen no beeach af contract onthe pact of the Consultant. 10, The Constant will not he reimbursed for any expenssincured in conaection wit providing the Services ofthis Agrement ‘CONFIDENTIALITY 14, Coden informaton (the "Confidential Information’ refers to any data or information relating to the Client, whether business ‘or personal. which would reasonably be considered to be private or proprictary tothe Client and that isnot generally known and ‘her the release ofthat Confidential Information could reasonably be expected cause harm othe Chet 12, The Consultant agrees that they will mot disclose, divulge, evel report or use, for any purpose, any Confidential Information which the Consultant has obtained except asauthorsed by the Client or as required by law. The obligations of confidentiality will apply ‘daring the Term and wil survive indefinitely upon termination ofthis Agreement. 15, Allseriten and orl information and mateal disclosed or provided bythe Client tothe Consultan under this Agreement ‘Confidential Information regardless of whether i was provided before or alter the date ofthis Agreement or how it was provided to the Consultant, 14, Allintellecaa property and relate material inching any trade secrets moral rights, goodtwil reevant registration or appli for eitration, ad sights ia any patent copyright trade mark, trade deny, industrial dexign and rade mame (the atl Propet) that is developed oe produced under this Agreement, willbe the sale property ofthe Cet The use ofthe Inlet Property by the len will ot be restrict a any manner. 15. The Consultant may not use the Intellectual Property fr any purpose ether than tha contracted for inthis Agreement excep with the writen consent ofthe Clint, The Consultant will be responsible or any anal damages realting from the unauthorised use of the Itllectasl Property. [RETURN OF PROPERTY 16, Upon the expiry or termination ofthis Agreement the Constant wil return othe Client any property, documentation, record oF Confidential Information which the property ofthe Client. ‘CAPACITY INDEPENDENT CONTRACTOR 17 in providing the Services under this Agreement it sexpresy agreed that the Consultants acting 28am independent contractor and ‘ot ae an employe. The Consultant andthe Cent acknowledge thatthe Agreement does not create a partnership or joint venture between them, and sexcusiveya contact for service Notice 18, Allotces, requests demands or other communications required or permite by the terms of this Agreement willbe given in ‘writing and delivered othe Parties atthe following addresses: 1. ProActive Information ‘Technology Solutions No138, 24th Mai, } C Nagar, Mahalakshmipuram, Bangalore ~ 560086 1. Deopak Sulsmaran Nod Sth Maa, A Cross, HT Lane, Kowdenaall, Si MV Nagar, Doorvaninagar, Bangalore, 60016INDEMNIFICATION 19, Except to the extent paid in settlement from any applicable insurance pliis, and tothe extent permitted by applicable aw, each Party agrees to indesnify and hod hares the other Paty and its respective alates ofcers agents, employees and permited successors and assigns against any andall claims, losses, damages, abilities, penalties, punitive damages, expenses, reasonable eal fees and cost of any kind or amount whatsoever, which result fom o vse out of any actor omision a the indemaiffing party, ts respective aft, officers, agents, employees, and permitted successors and assigns that curs in connection with this Agreement. ‘This indemnification wil survive the termination ofthis Agreement. MODIFICATION OF AGREEMENT 20, Any amendment or modification of thi Agreement o ational obligation assumed by ether Partin connection with this Agreement will ony be binding if evidenced in writing signed by each Paty or an authorised representative ofeach Paty TIME OF THE ESSENCE 21, Time is ofthe essence in this Agroement. No extension or variation ofthis Agreement will operate as a waiver of this provision, ASSIGNMENT 22. The Constant will not voluntarily orby operation of law assign o otherwise transfers oblgations under this Agreement without the poe writen cansent ofthe Client. ENTIRE AGREEMENT 23. is agree that there is no representation, warranty, collateral agreement or condition aecting this Agreement except asexpresty provided in this Agreement -ENUREMENT 24. This Agreement will enue tothe benefit of and be binding onthe Parties and their respective his, executors, administrators and permed saccesors and assigns. ‘TWTLES/HEADINGS 25, Headings are inserted forthe convenicace ofthe Patcs only and are notte considered when iterpstng this Agreement, GENDER 226, Words in the singular mean and inca he plural and vce versa, Words in the masculine mean and ince the feminine and vce (GOVERNING LAW 27. This Agreement wil be governed by and constred in accordance with the laws of Karnataka SEVERABILITY, 28, Inthe even that any ofthe provisions ofthis Agreement are held tbe invalid or unenforceable in whole a in par all other ‘provisions will nevertheless continue tobe valid and enforceable with the invalid or unenforceable parts severed from the remainder ‘ofthis Agrement. WAIVER 29, "The waiver by ether Party ofa breach, default, delay or omission of any ofthe provisions of this Agreement bythe ater Paty wil not be construed as a waiver of any aubsequent beach ofthe same or ether provisions.IN WITNESS WHEREOF the Parties have daly fied hse signatures under hand snd salon this day of ProActive floemation Technology Sations Pers (Sea) Diep Sokumaran