Draft for vendor confirmation

SERVICE AGREEMENT

This Agreement is entered into _________ ("Effective Date"), by and between:

SS Eduks Management Consultant Private Limited, a having registered office at , 1st Floor, Flat No.
101, B-Wing, Renuka Corner Apartment, Takpir Chowk, Kalewadi, Thergaon, Pune-411033, represented
by Mr. Surendra Nagar(hereinafter referred to as “ SS Eduks”)

AND

Waaree Energies Limited having its registered office at 602, Western Edge-I, Off. Western Express
Highway, Borivali (E), Mumbai – 400 066, herein after referred to as “the Company/Waaree”);

SS Eduks and “the Company/Waaree” are each hereinafter sometimes individually referred to as the
"Party" and collectively as the "Parties".

WHEREAS

A. Waaree is engaged in the business of providing services Solar panel manufacturing capacity of 2
GW's at its plants in Surat and Umbergaon in Gujarat. Waaree Energies is amongst the top player in
India in providing EPC services, project development, rooftop solutions, and solar water pumps and
also as Independent Power Producer and is exploring the portfolios of recruiting agencies for
recruiting candidates for various vacancies at Waaree.

B. SS Eduks is engaged in the business process services viz., identifying, interviewing, assessing, short
listing, and hiring candidates for various positions and also in verification, investigation, KYC
Checks and other ancillary services related to aforementioned services.

C. The SS Eduks has also represented to Waaree, that it is a specialized agency having adequate
resources, experience, supervisory abilities and requisite statutory compliances to provide various
services to support the operations of Waaree through its Personnel as per the requirements of Waaree ,
more particularly defined in Clause 2 herein below.

D. Relying on the representations made by the SS Eduks, Waaree has agreed to enter into this
Agreement with the SS Eduks for availing the said services.

In consideration of the mutual understanding and agreements contained in this Agreement, the receipt and
sufficiency of which are, hereby, acknowledged, both the Parties agree as follow

1. PURPOSE

This Agreement is intended to set forth the terms and conditions applicable to services provided by
the SS Eduks and their usage by “the Company” and its designated affiliates and authority.

2. SCOPE OF THE SERVICE

2.1 identify the potential candidates based on the job description, suitable qualification and experience as
may desired by Waaree.

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2.2 do preliminary scrutiny and assessment of the profile of prospective candidates

2.3 preliminary interviews
2.4 shortlisting based on its preliminary assessments and scrutiny
2.5 forwarding the CV/resumes to Waaree along with its recommendations and information related to its
findings and all the relevant documents.
2.6 schedule video/physical interviews with Waaree HR and/or any other person as may be recommend
by Waaree HR.
2.7 follow up with Waaree HR and the selected candidate.
2.8 conduct KYC documents check, background check and reference checks for the selected candidates.
2.9 The Profile shared by SS Eduks shall be valid for the period of six (6) months.

3. REPLACEMENT

SS Eduks undertakes to one time replace the vacancies caused due to resignation within a period of
90 (ninety) days from the commencement.”.

4. COMMERCIALS

4.1 On receipt of CTC details from Waaree which shall be provided by Waaree within Seven (7) days
from the date of joining of the selected candidate through SS Eduks to enable it to raise invoice.
4.2 Within (7) days from the receipt of the CTC details from Waaree as referred in clause 3.1 above it
shall raise invoice to Waaree as per the rates agreed in clause 5.3 below.

4.3 The Waaree shall pay SS Eduks as specified in the table below.

Candidates of all levels =8.33 % (on Annual CTC) + GST

*Total Annual Gross CTC including Variable Pay (Performance Bonus / Incentives), Employer Contribution towards
Statutory deductions, and any other benefits
4.4 Applicable GST to be borne by Waaree. The SS Eduks shall within Fifteen (15) days of end of each
quarter shall furnish the copy GST returns to Waaree to enable it to claim GST input credits failing
which it shall be treated as excess payment to SS Eduks and shall be debited from the subsequent
payment payable to SS Eduks and/or claimed to the SS Eduks and shall be refunded by the SS Eduks
to Waaree if such claim is made by Waaree with simple interest of 12% per annum.
4.5 All payments made by Waaree to the SS Eduks under this agreement shall be subject to deduction of
taxes as applicable from time to time.
4.6 All undisputed invoices shall be paid by Waaree within Thirty (30) days from the date of receipt of
invoices by Waaree. In case of any objection by Waaree, the same shall be communicated to the SS
Eduks in writing within Seven (07) working days from the date of receiving the invoices for
clarifications. SS Eduks shall revert within Seven (07) working days from the date of receipt of such
enquiry. Upon receipt of the satisfactory clarification along with required supporting, Waaree shall
release the payment within Thirty (30) days from the receipt of the clarification without further
demand.

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5. TERM AND TERMINATION

(i) That the agreement shall be in force for a period of 12 (Twelve) Months, from the effective
date. Parties may renew this Agreement at the end of the term of 12 (Twelve) Months on
mutually agreed terms and Conditions.
(ii) That either party may terminate this Agreement by giving thirty (30) days written notice to the
other Party.
(iii) This agreement may be terminated forthwith by either Party by giving a written notice to the
other if the other party is in material breach of its obligations under this agreement and, in the
case of such breach capable of being remedied, fails to remedy that breach within fifteen (15)
days of receiving notice of such breach (such notice shall specify that it is given under this
part : or

6. NO PARTNERSHIP OR AGENCY

This agreement shall be on a principal-to-principal basis and shall not create any employee-employer
relationship between the parties. The SS Eduks shall provide all services hereunder as an independent
entity and nothing contained herein shall be deemed to create any association, partnership, joint
venture or relationship of principal and agent or master and servant, or employer and employee
between the parties hereto or any affiliates or subsidiaries thereof or to provide either party with the
right, power or authority, whether express or implied to create any such duty or obligation on behalf
of the other party.

7. CONFIDENTIALITY

7.1 During the term of this agreement, either party may be exposed to certain information, including but
not limited to information concerning the other party’s products/services, practices, business
strategies etc. which are confidential and proprietary information and not generally known to the
public (“Confidential Information”).
7.2 During the term of this agreement, any confidential information of Waaree received by the SS Eduks
and/or its employees/personnel, under and by virtue of this agreement, shall be maintained in the
strictest confidence and trust by the SS Eduks .
7.3 The parties shall keep the specific terms of this agreement and the content of the business discussion
between the parties confidential, including information, which is or should be, reasonably
understood to be confidential or proprietary to the discloser of the information.
7.4 It is also clearly understood and agreed that Parties shall not use the name of each other or its
association in any communication or statement without the prior approval of each other. In addition,
Parties shall not make, cause or support any public/press statement referring to or containing each
other’s name, its businesses or line of activity.
7.5 However, either party may disclose confidential information only where subject to prior written
intimation to the other Party if the disclosure:
a) is required by Applicable Law;
b) is required by any Government authority;

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c) is required by professional advisers, directors, employees or a party in connection with this

agreement: Or
d) has entered into public domain through no fault of that party.

8. INDEMNITY

8.1 It is clearly understood that the SS Eduks shall be solely responsible for any remuneration, welfare,
compensation, employees’ provident fund or any such allied and related payments and/or claims,
arising out of or related to, any contractual or legal obligation as raised by its
employees/personnel/agents/representatives while rendering services to Waaree, for the purpose of
this agreement. In the event of any employees/personnel/agents/representatives of SS Eduks , while
rendering services to Waaree, raising a claim against Waaree for any reason, associated with this
agreement, the SS Eduks undertakes to indemnify, defend and hold harmless Waaree, its employees,
directors and associated from any and all such claims raised.
8.2 The SS Eduks shall ensure that all of its employees/personnel/agents/ representatives, while
rendering services to Waaree shall use the requisite level of diligence and precautions in performing
their tasks. In addition, the SS Eduks shall indemnify Waaree for any loss resulting from any
action/inaction or omission of its employees, personnel, agents or representatives, whether deliberate
or otherwise.
8.3 In case any employee/personnel/agent/representative of the SS Eduks , while rendering services or
while performing their tasks suffers any injury or loss due to wilful negligence on the part of
Waaree, then Waaree shall indemnify SS Eduks for any loss resulting from any action/inaction or
omission of its employees, personnel, agents or representatives, whether deliberate or otherwise.

9. NOTICES

All correspondence and notices under this agreement shall be given in writing at the above mentioned
address unless specified otherwise. In case of a change in address, the party shall notify the other
party, in writing, about such change.
For SS Eduks SS Eduks Management Consultant Private Limited
Kind Attn.: Surendra Nagar
Address: 1st Floor, Flat No. 101, B-Wing, Renuka Corner Apartment, Takpir
Chowk, Kalewadi, Thergaon, Pune-411033
Email id:

For Waaree Waaree Energies Limited

Kind Attn.: Hitesh Mehta/ Legal Department
Address: 602, Western Edge I, Western Express Highway,
Borivali (East), Mumbai – 400 066
Email id: hiteshmehta@waaree.com
teamlegal@waaree.com

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10. GENERAL

10.1 This Agreement may be executed in one or more counterparts, each of which when so executed and
delivered will be an original and all of which together will constitute one and the same instrument.
Facsimile signatures and electronic signatures will be deemed to be equivalent to original signatures
for purposes of this Agreement.
10.2 This Agreement is the entire agreement of the Parties pertaining to the subject matter of this
Agreement and may be modified only by a writing signed by both Parties.
10.3 If any provision of this agreement is or becomes, in whole or in part, invalid or unenforceable but
would be valid or enforceable if some part of that provision was deleted, that provision shall apply
with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent
jurisdiction holds any of the provisions of this agreement unlawful or otherwise ineffective, the
remainder of this agreement will remain in full force and the unlawful or otherwise ineffective
provision will be substituted by a new provision reflecting the intent of the provision so substituted.
10.4 This Agreement supersedes any and all prior oral discussions and/or written correspondence or
agreements between the Parties with respect thereto, all of which are excluded. The failure of a Party
to enforce its rights in the case of any breach of this Agreement shall not be construed to constitute a
waiver of its rights with respect to any subsequent breach.
10.5 This agreement shall not be varied, amended or modified by any of the parties an any manner
whatsoever unless such variation, amendment or modification is mutually discussed and agreed to in
writing and duly executed by both the parties.

11. DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement shall be governed by and construed in accordance with Indian Law., Courts in
Mumbai, India shall have exclusive jurisdiction in relation to any dispute which arises in connection
with or in relation to this Agreement

The Parties have executed this Agreement as of the date written hereinabove.

For, SS Eduks Management Consultant Private Limited For, Waaree Energies Limited

____________________________ ____________________________
Authorized Signatory Authorized Signatory
Name: Viren Doshi
Title: Director

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