VHR SOLUTIONS PRIVATE LIMITED TEAMING AGREEMENT

This Teaming Agreement (“Agreement”) is made effective as of the last date of signature
below (the “Effective Date”) by and between VHR Solutions Private Limited, 118, Varasiddi
Building, 1st Floor, 2nd Main Rd, near Motherhood Medical Center, Kasturi Nagar,
Bengaluru, Karnataka 560043 (“VHR Solutions") and CICET Infotech Private Limited
(Teaming Partner)

WHEREAS, VHR Solutions and Teaming Partner desire to team with each other with
respect to the registered opportunities as set forth in this Agreement.

NOW THEREFORE, the parties hereby agree as follows:

1. BACKGROUND

1.1 Teaming Partner Products and Services. Teaming Partner offers the products
(the “Teaming Partner Products”), and/or services (“Teaming Partner Services”) listed on
Exhibit A.
1.2 VHR Solutions Services. VHR Solutions Private Limited offers the services
(“VHR Services”) as generally described on its company website: www.vhrsol.com.

1.3 Registered Opportunities. Each opportunity that VHR Solutions Private Limited
and Teaming Partner agree to jointly pursue pursuant to this Agreement shall be set forth in an
opportunity registration form, an example of which is set forth in Exhibit B (each a “Registered
Opportunity”). Each opportunity registration form shall contain any additional terms and
conditions applicable to such Registered Opportunity. The Registered Opportunity form may be
agreed to via email or in writing.

1.4 Orders and Sales. Nothing contained in this Agreement gives either party the
right to act as a distributor or reseller for the other party’s Products or Services. The parties
agree that unless specifically agreed to in a separate writing signed by both parties, neither party
will have the right to quote prices, take orders or make any sales, warranty or other
commitments on behalf of the other party with respect to the other party’s Products or Services
or otherwise.

1.5 VHR Solutions Private Limited Affiliates. Affiliates of VHR Solutions Private
Limited may pursue Registered Opportunities with Teaming Partner and in such event shall be
subject to the terms and conditions of this Agreement. An “Affiliate” of VHR Solutions Private
Limited shall mean an entity directly or indirectly controlling, controlled by or under common
control with VHR Solutions Private Limited. “Control” for the purposes of this clause shall
mean with respect to any entity, the right to exercise or cause the exercise of at least fifty per
cent (50%) or more of the voting rights in such entity.

2. Sales Efforts

1
Joint Sales Efforts. The parties will work together to develop a plan for pursuing each
Registered Opportunity. The plan may include, among other things, conducting joint sales calls,
joint presentations, developing sales and development proposals, determining client interface
strategy and client needs.

3. OBLIGATIONS OF THE PARTIES

3.1 Liaisons. Each party will designate a liaison contact responsible for coordinating
any cooperative efforts between the parties which are contemplated by this Agreement and also
to serve as the recipient of all inquiries from the customer regarding each party’s respective
Products and Services. Either party may change its liaison contact at any time upon prior
written notice.
For VHR Solutions Private Limited:
Ram Pyare Singh, CEO & Director – 080 23459341/42
For Teaming Partner:
Uday Shanker Saxena, Director, +91-9949088105

3.2 Responsibility. Except as otherwise agreed in writing, each party will be

responsible for only its own Products, Services and personnel and will make this known to its
customers and will have sole and complete control over the charges, terms and conditions for its
Products and Services and will be solely responsible for negotiating agreements and fulfilling all
orders for its Products and Services. Notwithstanding the above, the parties may agree to
provide Products and/or Services to Customers on a subcontracting basis, with either VHR
Solutions Private Limited or Teaming Partner in the prime contractor role and the other party in
the subcontractor role.
3.3 Conduct. Each party will conduct all business activities in a manner that does not
disparage the good name, reputation, Products and Services of the other Party.
3.4 Updates. Each party will use reasonable efforts to keep the other party informed
in a timely manner regarding any changes to such party’s Products or Services.
3.5 Training. Each party shall provide mutually agreed upon sales training to their
sales forces as appropriate. The Teaming Partner will provide technical product training to VHR
consultants as required in order to support the sales and solution development efforts under each
Registered Opportunity.
3.6 Technical Personnel. Each party will provide the other party reasonable access to
its technical personnel as necessary to assist in the use and marketing of such party’s Products as
required for each Registered Opportunity.

4. EXPENSES

2
 VHR Solutions Private Limited will bear the costs and expenses of its performance under
this Agreement, unless agreed otherwise by the parties in writing.

5. CONFIDENTIALITY

5.1 Confidential Information. As used in this Agreement, the term "Confidential

Information" means any information disclosed by one party to the other pursuant to this
Agreement which is in written, graphic, machine readable or other tangible form and is marked
"Confidential", "Proprietary" or in some other manner to indicate its confidential nature.
Confidential Information may also include oral information disclosed by one party to the other
pursuant to this Agreement, provided that such information is designated as confidential at the
time of disclosure and is reduced to writing by the disclosing party within a reasonable time (not
to exceed thirty (30) days) after its first oral disclosure, and such writing is marked in a manner
to indicate its confidential nature and delivered to the receiving party.

5.2 Confidentiality. Each party will treat as confidential all Confidential Information
of the other party and will use reasonable efforts not to disclose such Confidential Information to
any third party. Without limiting the foregoing, each of the parties will use at least the same
degree of care with respect to the Confidential Information that such party uses to prevent the
disclosure of its own confidential information of like importance. Each party will promptly
notify the other party of any actual or suspected misuse or unauthorized disclosure of the other
party's Confidential Information.
5.3 Exceptions. Notwithstanding the above, neither party will have liability to the
other with regard to any Confidential Information of the other which the receiving party can
demonstrate:

(a) was in the public domain at the time it was disclosed or has become in the public
domain through no fault of the receiving party;

(b) was known to the receiving party, without restriction, at the time of disclosure, as
evidenced by the receiving party’s files in existence at the time of disclosure;

(c) is disclosed with the prior written approval of the disclosing party;

(d) was independently developed by the receiving party without use or reliance upon
Confidential Information of the disclosing party;

(e) becomes known to the receiving party, without restriction, from a source other
than the disclosing party without breach of this Agreement by the receiving party;

(f) is disclosed by the disclosing party to any third party without confidentiality
obligations similar to those contained in this Agreement; or

3
 (g) is disclosed pursuant to the order or requirement of a court, administrative
agency, or other governmental body, provided, however, that the receiving party will, to the
extent lawful and reasonably possible, provide prompt notice thereof to the disclosing party to
enable the disclosing party to seek a protective order or otherwise prevent or restrict such
disclosure.

5.4 Confidentiality of Agreement. Each party agrees that the specific terms and
conditions of this Agreement will be treated as confidential information and that no disclosure
thereof will be made in any form without the prior written consent of the other party, except (i)
as required by applicable disclosure laws; (ii) to accountants, banks, financing sources, lawyers
and related parties subject to a duty not to disclose to others; or (iii) in connection with the
enforcement of this Agreement. Notwithstanding the foregoing, Parties agree that as part of the
bid submission under the Registered opportunity, VHR Solutions Private Limited may share this
Agreement with the customer as part of its response to the request for proposal.

6. OWNERSHIP

6.1 General. Except as provided herein, this Agreement will not be construed to grant
any license under any trade secret, patent, patent application, industrial design, trademark,
copyright, mask work, confidential process, formula, plan, computer program, data or other
valuable confidential information or know-how to either party. Each party will own and retain
all of its right, title, and interest in and relating to its intellectual property rights in its Products
and Services and Confidential Information, both currently used and that which may be
developed and used in the future.

6.2 Teaming Partner Product License. Teaming Partner grants VHR a nonexclusive,
nontransferable (without right of sublicense), royalty-free, restricted, non-revocable license
during the term of this Agreement to use the Teaming Partner Products and related
documentation for the limited purpose of testing, evaluating and demonstrating Teaming Partner
Products. Any internal use of the Products for VHR business operations is strictly prohibited by
this Agreement and requires a separate agreement between the parties. VHR shall not attempt or
allow others under its control to attempt to obtain or derive source code or any other information
from or about the Teaming Partner Products through disassembly, decompiling, reverse
engineering or other means. Product licenses for third party clients shall be handled on a case-
by-case basis.
6.3 Trademark and Logo Usage. Each party will have the non-transferable, non-
exclusive, revocable license to use the other party’s logo(s), trade names(s) and trademarks and
the names of its Products (“Marks”) identified on Exhibit C, all in unmodified form, solely for
identification purposes in performing the marketing activities described in this Agreement. All
Marks must be reproduced on all copies of the Products and may not be altered or removed. The
party owning a Mark may modify, add or delete any such Marks upon sixty (60) days prior
notice to the other party. Each party further agrees to ensure that all such use will comply with
good trademark usage practices and the standards of display and trademark usage guidelines
provided by the other party and to take no action that would in any way infringe or interfere with
the other party’s rights in its Marks. Each party agrees to cooperate fully with the other party in

4
facilitating the other party’s monitoring and control of the nature and quality of the use of the
other party’s Marks. Neither party will have any right, title or interest in the Marks of the other
party, which will remain its sole and exclusive property, and each party will retain all goodwill
inured through the use of their respective Marks and, thus, agrees to assign to the other party any
rights that such party may acquire in the applicable Marks by operation of law or otherwise. At
no time during or after the term of this Agreement will either party challenge or assist others to
challenge the other party’s Marks or the registration thereof or attempt to register, use or permit
the use of any trademarks, marks or trade names confusingly similar to those of the other party.

7. WARRANTIES

7.1 General. The parties represent and warrant that any Products or information
provided to the other, or action taken pursuant to this Agreement will not: (i) infringe on any
third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights to
privacy or publicity; (ii) violate any applicable law, statute, ordinance or regulation applicable to
the providing party, including any laws regarding unfair trade competition, anti-discrimination
or false advertising; or (iii) be defamatory or trade libelous.

7.2 Virus and disabling code. Teaming Partner represents and warrants that no virus
or disabling code is coded, contained within, or in any other way introduced into any Product
provided under this Agreement.

7.3 Compliance with Specifications.

Teaming Partner represents and warrants that all Products shall comply in all material respects
with the applicable specifications and requirements.

7.4 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH

ABOVE, VHR SOLUTIONS PRIVATE LIMITED AND TEAMING PARTNER DISCLAIM
ALL OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN
ANY COMMUNICATION BETWEEN THEM, INCLUDING WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE
PRODUCTS OR SERVICES SUBJECT TO THIS AGREEMENT.

8. INDEMNIFICATION
8.1 General. Each party (the “Indemnifying Party”) will defend against or settle, and
indemnify the other party and hold the other party (the “Indemnified Party”) harmless from any
third party claim, suit or other action (“Claim”) and pay any final judgments awarded in any
judicial proceeding on the Claim, pay any final settlement amounts agreed upon by the
Indemnifying Party, and pay any associated costs and the reasonable fees or attorneys, arising
out of, or resulting from: (i) the Indemnifying Party’s breach of its representations or warranties
set forth in Section 7; and (ii) any unauthorized representations or warranties regarding the
Indemnified Party’s Products or Services made by the Indemnifying Party. In the event of any
such Claim, the Indemnified Party agrees to promptly notify the Indemnifying Party of the

5
Claim and give the Indemnifying Party sole control and reasonably requested nonmonetary
assistance in the defense and settlement of the Claim.

8.2 Limitation. Notwithstanding the foregoing, the Indemnifying Party will have no
responsibility for any claim of infringement to the extent the claims arises solely from: (i) the
unauthorized modification of the Indemnifying Party’s Products or Marketing Materials by the
other party if such claims would have been avoided but for such modification; (ii) compliance
with or use of the Marketing Materials, specifications, instructions, technology or information of
the other party if such claim would have been avoided but for such compliance or use; (iii) use
of the Product with products or services not supplied by the Indemnifying Party if such claim
would have been avoided but for such use; or (iv) any marketing activities for the Products or
Services by the other party not in compliance with this Agreement. These terms state the sole
remedy and the entire liability of each of the parties to the other for third party intellectual
property infringement through the marketing activities contemplated in this Agreement.

8.3 Teaming Partner Indemnity. Teaming Partner shall indemnify VHR Solutions
Private Limited from, and shall defend and hold VHR Solutions Private Limited harmless from
and against, any losses suffered, incurred or sustained by VHR Solutions Private Limited or to
which VHR Solutions Private Limited becomes subject, resulting from, arising out of or relating
to any claim arising out of or relating to the Teaming Partner’s Products and/or any act or
omission by Teaming Partner, Teaming Partner’s subcontractors, and/or any Teaming Partner
employee or agent in the course of Teaming Partner’s performance under this Agreement.
9. TERM AND TERMINATION

9.1 Term. The term of this Agreement will be one (1) year from the Effective Date
and will only be renewed when one party gives the other party notice of its intent to renew the
Agreement at least thirty (30) days prior to the expiration of the then-current term; unless the
Agreement is earlier terminated pursuant to Section 9.2 below.
9.2 Termination for Cause/Termination for Convenience. Either party may terminate
this Agreement following thirty (30) days written notice to the other of a material breach of this
Agreement if such breach is not cured within such period. Either party may terminate this
Agreement immediately upon notice to the other party if the (i) other party becomes a direct
competitor of the terminating party;(ii) is acquired by a direct competitor of the terminating
party; or (iii) assigns this Agreement to a direct competitor of the terminating party, as
determined by the terminating party in its sole discretion. VHR Solutions Private Limited may
terminate this Agreement for convenience by providing thirty (30) days written notice to
Teaming Partner.
9.3 Consequences of Termination. Termination of this Agreement shall not affect
any Registered Opportunity to the extent such Registered Opportunity has resulted in a
contractual commitment to a customer. Except as otherwise set forth in the preceding sentence,
in the event of termination or expiration of this Agreement, each party will immediately (i) cease
all marketing activities hereunder and remove all related references to the other party, its
Products and Services and its Marks from its marketing and other materials and communication

6
channels; and (ii) return any Products, software or hardware, if any, Marketing Materials, and
Confidential Information provided by the other party.
9.4 Survival. In the event of termination or expiration of this Agreement, then the
provisions of Sections 4, 5, 6, 7, 8, 9, 10 and 11 will survive termination or expiration.
9.5 Termination Remedies Not Exclusive. The termination rights and obligations of
the parties set forth above in this Section 9 are not exclusive, but are in addition to any other
rights and remedies available to the parties, in law or in equity, for breach of this Agreement.

10. LIMITATION OF LIABILITY AND FORCE MAJEURE

In the event that either party is unable to perform any of its obligations under this Agreement as
a result of natural disasters, actions or decrees of governmental bodies, communication line
failures not the fault of the affected party, or any other delay or failure which arises from causes
beyond a party’s reasonable control (hereafter referred to as a “Force Majeure Event”), the party
whose performance has been so affected shall not be liable for such nonperformance but shall
promptly give notice to the other party and shall use commercially reasonable efforts to resume
performance as soon as possible. If the period of nonperformance exceeds fifteen (15) days
from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not
been so affected may by giving written notice terminate this Agreement.

11. GENERAL PROVISIONS

11.1 Governing Law/Dispute Resolution. This Agreement will be governed by, and
interpreted under, the laws of India and jurisdiction limited to Courts at Bangalore, India. Should
any dispute arise between the Parties, the Parties will attempt to resolve the dispute in good faith
by senior level negotiations. If such negotiations do not result in a resolution of the dispute,
Parties shall refer such dispute to arbitration. The arbitration shall be conducted in accordance
with the Indian Arbitration and Conciliation Act, 1996. Both Parties may agree upon a single
arbitrator or either Party shall appoint one arbitrator and the two appointed arbitrators shall
thereupon appoint a third arbitrator. The arbitration shall be conducted in English and the venue
of the arbitration shall be at Bangalore. The decision of the arbitrator shall be final and binding
upon the Parties, provided that each Party shall at all times be entitled to obtain equitable,
injunctive or similar relief from any court having jurisdiction in order to protect itself from any
irreparable harm or losses, including but not limited to losses arising from breaches of
intellectual property rights and confidentiality.

11.2 Compliance with Laws. Each party will comply with all applicable laws, rules
and regulations applicable to such party in its performance of this Agreement.

11.3 Corrupt Practices.

a. The Teaming Partner represents, warrants and covenants that in connection with the
transactions contemplated by this Agreement:

(i) it has not and shall not violate the any applicable anticorruption, anti-bribery and anti-
money laundering laws or regulations including the United States Foreign Corrupt

7
 Practices Act and the UK Bribery Act (together, the foregoing laws and regulations shall
be collectively referred to as the “FCP Laws”);
(ii) that it has not, and agrees that it shall not pay, offer, promise, or authorize the payment or
transfer of anything of value, directly or indirectly to: (a) any government official or
employee (including employees of government owned or controlled companies or public
international organizations) or to any political party, party official, or candidate for
public office or (b) any other person or entity if such payments or transfers would violate
the laws of the country in which made or the laws of the United States or United
Kingdom;
(iii) to its knowledge, no officer, shareholder, director or employee of the Teaming Partner,
is or has at any time committed any criminal offense, or been in violation of any FCP
Laws; and
(iv) it has established, maintained and enforced requisite policies to reasonably give effect to
the terms of the FCP Laws including for prevention of any violation of the FCP Laws,
undertaking training of the Teaming Partner personnel, and detecting, reporting and
remedying any violations of the FCP Laws.

b. The Teaming Partner undertakes that it shall promptly notify VHR Solutions Private Limited
in the event of any actual or alleged breach or violation of the FCP Laws.

c. If at any time VHR Solutions Private Limited determines in its reasonable opinion that the
Teaming Partner, or any of its officers, directors, employees, shareholders, agents and any
other third parties acting on its behalf is in violation of the provisions set out in Clauses [a
and b] above, VHR Solutions Private Limited may immediately terminate this Agreement. In
such an event, the Teaming Partner will waive any claims it may have against VHR
Solutions Private Limited and its parent, affiliates, subsidiaries, and related companies, and
the officers, directors and employees of each (together, the foregoing shall be referred to as
the “VHR Indemnitees”), as a result of such termination and the Teaming Partner will
indemnify, protect, defend and hold harmless the VHR Solutions Private Limited
Indemnitees, for any damages, losses, fees or costs (including attorneys fees) incurred by
them.

11.4 Assignment. This Agreement will bind and inure to the benefit of the successors
and permitted assigns of the parties, but neither party will have the right to assign or otherwise
transfer its rights under this Agreement without receiving the express prior written consent of the
other party, such consent not be unreasonably withheld. Notwithstanding the foregoing, VHR
Solutions Private Limited may assign or transfer this Agreement (i) to any entity or other person
controlled by, in control of, or under common control with VHR Solutions Private Limited; or
(ii) in the event of a merger or a sale of all or a substantial portion of VHR Solutions Private
Limited assets or stock.

11.5 Modification and Waiver. No modification to this Agreement, nor any waiver of
any rights, will be effective unless agreed to in writing by the party to be changed. The waiver of
any breach or default will not constitute a waiver of any other right hereunder or any subsequent
breach or default.

8
 11.6 Notices. All notices, consents and other communications hereunder to be given in
writing, as expressly provided herein, will be transmitted to the addresses for the parties first set
forth above or to such other addresses as either party may substitute by written notice to the
other in such manner. Any such notice will be deemed served when delivered or, if delivery is
not accomplished by reason of some fault of the addressee, when tendered.

11.7 Severability. If any provision of this Agreement is determined to be invalid or

unenforceable, it will be deemed to be modified to the minimum extent necessary to be valid and
enforceable. If it cannot be so modified, it will be deleted and the deletion will not affect the
validity or enforceability of any other provision.

11.8 Relationship of Parties. The parties are independent contractors. Under no

circumstances will the employees of one party be deemed the employees of the other party. This
Agreement does not grant authority for either party to act for the other in an agency or other
capacity, or to make commitments of any kind for the account of or on the behalf of the other
party. This Agreement will not create any rights in any Customer, or any other person or entity
not a party to this Agreement.

11.9 Publicity. Except as otherwise authorized under this Agreement, Teaming Partner
and VHR Solutions Private Limited will not make any public statement, including but not
limited to, press releases or public announcements, referencing the relationship established under
this Agreement without prior consultation with and written approval by the other, except as
required by law.

11.10 Entire Agreement. This Agreement, including all Exhibits hereto, constitutes the
entire and exclusive Agreement between the parties hereto with respect to the subject matter
hereof.

11.11 Counterparts. This Agreement may be executed in multiple counterparts, each of

which will be deemed an original, but all of which together will constitute one and the same
instrument.

11.12 VHR Fees:

Permanent Position:

This would be a onetime payment and margin would be 50% to Vendor Partner and 50% to
VHR based on the Percentage specified by the client for FTE Role

Contract to Hire:

The Margin would be divided as 50% to vendor partner and 50% to VHR after candidate Cost
(CTC). Candidates will be on VHR Payroll.

Profit will be shared until the Candidate’s project is over or converted into clients Payroll.

9
IN WITNESS WHEREOF, the undersigned are duly authorized to execute this Agreement
effective as of the last date set forth below.

VHR Solutions Limited CICET Infotech Private Limited

By: RP Singh By: Uday Shanker Saxena
Title: Director
Title: CEO& Director Date: 02 December 2022
Date: 29 November 2022

10
 EXHIBIT A

TEAMING PARTNER PRODUCTS AND SERVICES

11
 EXHIBIT B

Registered Opportunity Form

Customer Name:
Address
Contact:
Phone Number:

Project Name:

Time Frame: Entire Duration of the project

VHR Solutions Private Limited Sales Contact and Phone Number:

VHR Project Manager Contact and Phone Number: Sushma Hegde, sushma@vhrsol.com.

Teaming Partner Sales Contact and Phone Number: Akansha Saxena, +91-9949088104

Teaming Partner Project Manager Contact and Phone Number: Vishal Saxena, +44-
7438149014

VHR Solutions Roles & Responsibilities: As per RFP

Teaming Partner Roles & Responsibilities: As per Exhibit A

Additional terms and conditions applicable to this Registered Opportunity:

 Payment terms: Payment shall be disbursed to Teaming partner in 45 Days from

the receipt of Correct Invoice once the GRN is received.
 Incomplete invoice cannot be accepted.
 It is agreed that such fee billed by the Teaming partner, shall be paid by the VHR
Solutions to the Teaming partner within 7days once the same is received from the
client.

12
 EXHIBIT C

TRADEMARKS AND LOGOS

13