CONSULTANCY AGREEMENT

This Consultancy Agreement (the “Agreement”) is made and entered into this 23 rd day of
November, 2022 (the “Effective Date”) by and between Gayle Global Inc with its
registered office at Suite 3N, 350 Lenox Road, Brooklyn, NY 11225
through its President and CEO , Mr. Nicholas Gayle (the “Company” “client” ) and SS
Global Law Firm located at G-4 Shokeen Plaza, Sector-12, Plot-03, Pocket-07, Dwarka,
New Delhi-110075 through its Managing Partner, Ms. Sonia Saini (the “Consultant”)
(hereinafter referred to individually as a “Party” and collectively as “the Parties”).

WHEREAS, the Company is a company registered in New York and intending to

expand its operations in India in the domain of importing of organic beddings, duvets,
pillows etc;

WHEREAS, the Consultant is full service law firm offering legal services to small
and Big Business in India specifically helping them with all their legal needs

WHEREAS, the Company desires to engage the Consultant to provide legal

services in the area of Consultant’s expertise and the Consultant is willing to provide
such services to the Company;

NOW, THEREFORE, the Parties hereby agree as follows:

1. Engagement and Services

(a) Engagement: The Company hereby engages the Consultant to provide and perform
the legal services such as agreement and contract drafting, reviewing of agreements, legal
compliances, drafting of legal notices and replies and legal opinions and litigations
arising out of general operations of the company and the factory to be managed by the
Company later. These litigation services would include litigation arising out of normal
business of the company including contractual, civil, criminal and employment issues
(the “Services”), and the Consultant hereby accepts the engagement.

(b) Standard of Services: All Services to be provided by Consultant shall be

performed with promptness and diligence in a workmanlike manner and at a level of
proficiency to be expected of a consultant with the background and experience that
Consultant has represented it has. The Company shall provide such access to its
information, property and personnel as may be reasonably required in order to permit the
Consultant to perform the Services.

(c) Representation and Warranty: Consultant represents and warrants to the

Company that it is under no contractual or other restrictions or obligations which are
inconsistent with the execution of this Agreement or which will interfere with the
performance of the Services.

1
2. Relationship between the Parties:

Nothing contained herein shall be construed as establishing a relationship of master and

servant or of principal and agent as between the Client and the Consultant. The
Consultant, subject to this Contract, has complete charge of Personnel and Sub-
Consultants, if any, performing the Services and shall be fully responsible for the
Services performed by them or on their behalf hereunder.

3 Consultancy Period and termination

(a) This contract (hereafter the Agreement) shall enter into force for an initial period of
three months from the date of signing of this Agreement on the agreed terms and
conditions mentioned in this agreement.

(b) The present Agreement can be further extended after the term of the agreement by
mutual consent of both the parties.

(c) In the event that the serious misconduct or serious fault is of such a nature that it
renders impossible the definitive continuation of any professional relationship, the
aggrieved party shall have the right to terminate the Consulting Agreement at once,
without notice or indemnity, by sending a registered letter to the other party in which the
termination is effected and by sending, also by registered mail, within three days thereof
the facts or reason justifying such termination for cause.

(d) The Agreement shall automatically terminate in case of death or disability of the
Consultant without notice or indemnity.

4. Conditions of performance of services

(a) The Consultant shall perform the services in a completely independent manner and
under its sole responsibility. The Consultant cannot commit or otherwise bind the
Company unless specifically authorized by the Company.

(b) The Consultant shall perform the services conscientiously and shall devote his best
efforts and abilities thereto, at such time during the term thereof, in such manner as the
Company and the Consultant shall mutually agree.

(c) The Consultant shall perform his activities under the present Agreement on an
entirely independent basis and will never act or consider himself as an employee or agent
of the Company. This agreement shall not constitute a partnership between the parties
hereto. Without prejudice to its general obligation of proper performance of the services,
the Consultant shall be able, with complete freedom and independence, to organize its
activities and shall only have to render account of the specific duties or services
accomplished under the present Agreement,

2
but shall not be required to account for his working methods. The Company shall never
exert over the Consultant any part of authority, which an employer is normally vested
with.

(d) This Consultancy Agreement is non-exclusive. The Company is free to consult

other experts in the Consultant’s field of specialization and the Consultant retains the
right to provide similar services to other parties.

5. Obligations of the Consultant

(a) Standard of Performance: The Consultant shall perform the Services and carry
out their obligations hereunder with all due diligence, efficiency, within the
resonable permissible time frame for the respective assignment under law and
otherwise and economy, in accordance with generally accepted professional
standards and practices, and shall observe sound management practices, and
employ appropriate technology and safe and effective equipment, ways,
materials and methods.The Consultant shall always act, in respect of any matter
relating to this Contract or to the Services, as faithful adviser to the Client, and
shall at all times support and safeguard the Client’s legitimate interests in any
dealings with Sub-Consultants or Third Parties.
(b) Conflict of Interests: The Consultant shall hold the Client’s interests
paramount, without any consideration for future work, and strictly avoid conflict
of interest with other assignments or thier own their own corporate interests. If
during the period of this contract, a conflict of interest arises for any reasons, the
Consultant shall promptly disclose the same to the Client and seek its
instructions.
(c) Confidentiality: Except with the prior written consent of the Client, the
Consultant and the Personnel shall not at any time communicate to any person
or entity any confidential information acquired in the course of the Services, nor
shall the Consultant and its Personnel make public the recommendations
formulated in the course of, or as a result of, the Services.
(d) Accounting, Inspection and Auditing: The Consultant (i) shall keep accurate
and systematic accounts and records in respect of the Services hereunder, in
accordance with internationally accepted accounting principles and in such form
and detail as will clearly identify all relevant moneys received from the Client,
and payments made to its staff, and other costs; and (ii) shall periodically permit
the Client or its designated representative and/or the Client, and up to five years
from expiration or termination of this Contract, to inspect the same and make
copies thereof as well as to have them audited by auditors appointed by the
Client or the Client, if so required by the Client as the case may be.
(e) Visiting the registered address of client : It shall not be mandatory for the
Consultant to visit the office of the Client if the work can be completed through
emails/phone calls but if the assigment so requires or in situations of urgency
the Consultant would make himself availble for meetings or discussion to be
conducted the the registered address of the client or any other place mutually
decided for the same.

3
6. Obligations of the client

(a) Assistance and Exemptions: Unless otherwise specified in the Agreement ,

the Client shall use its best efforts to ensure that the Client shall:

- Provide the Consultant, with documents as shall be necessary to enable

the Consultant to perform the Services.
- Provide to the Consultant, and Personnel any such other assistance as
may be required
(b) Payment: In consideration of the Services performed by the Consultant under
this Contract, the Client shall make to the Consultant such payments and in
such manner as is provided by Clause 7 of this Contract.
(c) Counterpart Personnel: (a) If necessary, the Client shall make available to
the Consultant free of charge such professional and support counterpart
personnel, to be nominated by the Client with the Consultant’s advice and
requirement
(d) Professional and support counterpart personnel,shall work under co-ordination
of the Consultant. If any member of the counterpart personnel fails to perform
adequately any work assigned to such member by the Consultant that is
consistent with the position occupied by such member, the Consultant may
request the replacement of such member, and the Client shall not unreasonably
refuse to act upon such request.

7. Consultancy Fee and Expenses

(a) Fixed Professional charges: In consideration of the Services to be rendered

hereunder, the Company shall pay Consultant a Consultancy fee of USD 3000
for period of three months subject to Clause 2(b) of this Consultancy
Agreement.
(b) Expenses: Consultant shall be entitled to reimbursement for all pre-approved
expenses reasonably incurred such as paper charges, photocopy charges, clerk
charges etc. in the performance of the Services, upon submission and approval
of written statements and receipts in accordance with the then regular
procedures of the Company. Major charges such as court fees/publication/ travel
expenses etc. shall be paid by the company in advance before the case is filed in
the court or the expense is incurred
(c) Payment: The Consultant shall submit to the Company a consolidated invoice
of three months at the time of signing of this agreement and further submit a
monthly invoice at the end of each month of this consultancy period starting
from the date of signing of this agreement detailing the extra expenses if
incurred between the parties. All such invoices shall be due and payable within
seven calendar days after receipt thereof by the Company. All payments under
this Contract shall be made to the accounts of the Consultant or any account so
specififed by the Consultant.

4
 (d) Limitation of Liability- In no event shall either party be liable for
consequential, incidental, indirect, or punitive loss, damage or expenses
(including lost profits). The consultant shall not be liable to the other hereunder
or in relation hereto (whether in contract, tort, strict liability or otherwise) for
more than the annual value of the fees paid (including any amounts invoiced but
not yet paid) under this Agreement

8. Authority of Lead Member:

In case the Consultant consists of a association of more than lone entity, the
Members hereby authorize the other members of the firm to act on their behalf
in exercising all the consultant’s rights and obligations towards the Client under
this Contract including receiving of instructions and payments from the Client.
However, each member or constituent of association of Consultant shall be
jointly and severally liable for all obligations of the Consultant under the
Contract.

9. Authorized Representatives:

Any action required or permitted to be taken, and any document required or

permitted to be executed under this Contract by the Client or the Consultant may
be taken or executed by the officials

10. Taxes and Duties:

(a) The Consultant shall be responsible for meeting all tax liabilities arising out of
the Contract.
(b) The income tax etc., if applicable, shall be deducted at source from the payment
to the Consultant as per the law in force at the time of execution of contract.
(c) If any tax exemptions, reductions, allowances or privileges may be available to
the consultant, the company shall use its best efforts to enable the consultant to
benefit from any such tax savings to the maximum allowable extent.

11. Confidential Information

(a) Defined :In this Agreement the term “Confidential Information” shall mean the
Work Product and any and all information relating to the Company’s business,
including, but not limited to, research, developments, product plans, products,
services, diagrams, formulae, processes, techniques, technology, firmware,
software, know-how, designs, ideas, discoveries, inventions, improvements,
copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing,
finances disclosed by Company either directly or indirectly in writing, orally or
visually, to Consultant. Confidential Information does not include information
which:

5
 (i) is in or comes into the public domain without breach of this Agreement by
the Consultant,
(ii) was in the possession of the Consultant prior to receipt from the Company
and was not acquired by the Consultant from the Company under an obligation
of confidentiality or non-use,
(iii) is acquired by the Consultant from a third party not under an obligation of
confidentiality or non-use to the Company, or
(iv) is independently developed by the Consultant without use of any
Confidential Information of the Company.

(b) Obligations of Non-Disclosure and Non-Use: Unless otherwise agreed to

in advance and in writing by the Company, Consultant will not, except as
required by law or court order, use the Confidential Information for any purpose
whatsoever other than the performance of the Services or disclose the
Confidential Information to any third party.

(c) Consultant may disclose the Confidential Information only to those of its
employees who need to know such information. In addition, prior to any
disclosure of such Confidential Information to any such employee, such
employee shall be made aware of the confidential nature of the Confidential
Information and shall execute, or shall already be bound by, a non-disclosure
agreement containing terms and conditions consistent with the terms and
conditions of this Agreement. In any event, Consultant shall be responsible for
any breach of the terms and conditions of this Agreement by any of its
employees. Consultant shall use the same degree of care to avoid disclosure of
the Confidential Information as it employs with respect to its own Confidential
Information of like importance, but not less than a reasonable degree of care.

d) Return of Confidential Information: Upon the termination or expiration of

this Agreement for any reason, or upon Company’s earlier request, Consultant
will deliver to Company all of Company’s property or Confidential Information
in tangible form that Consultant may have in its possession or control. The
Consultant may retain one copy of the Confidential Information in its legal files.

12. Fairness and Good Faith

(a) Good Faith: The Parties undertake to act in good faith with respect to each
other’s rights under this Contract and to adopt all reasonable measures to
ensure the realization of the objectives of this Contract.
(b) Operation of the Contract: The Parties recognize that it is impractical in this
Contract to provide for every contingency which may arise during the life of
the Contract, and the Parties hereby agree that it is their intention that this
Contract shall operate fairly as between them, and without detriment to the
interest of either of them, and that, if during the term of this Contract either
Party believes that this Contract is operating unfairly, the Parties will use their
best efforts to agree on such action as may be necessary to remove the cause
or causes of such unfairness, but no failure to agree on any action pursuant to

6
 this Clause shall give rise to a dispute subject to arbitration in accordance with
Clause 18 hereof.

13. Mode of supply and communication of services

Reports and work status of pending files will be regularly supplied by the
Consultant to the company at the costs of the Consultant by phone, e-mail and/or
SMS messages in relation with the different missions and objectives assigned by
the company to Consultant. The company will have the right to request written
quarterly reports in the event communication is not regular and to the
satisfaction of the Company

14. No Conflict

(a) Consultant hereby represents and warrants to Client that Consultant has full
power and authority to enter into this Agreement and that (i) there exists no
impediment, by contract or otherwise, to performing Consultant's obligations set
forth herein; (ii) Consultant is not under any contractual commitment inconsistent
with Consultant's obligations set forth herein; and (iii) Consultant is not subject to
the terms of any non-solicitation or non-competition agreement other than those
contained in this Agreement, except for those which do not in any manner restrict
Consultant in the execution or performance of Consultant’s duties hereunder. The
foregoing representations and warranties shall be continuing during the term of
this Agreement and shall survive the termination of this Agreement with respect
to any matter arising while this Agreement was in effect.

15. Independent Contractor

(a) Nothing contained in this Agreement shall be construed to constitute Consultant

employee or agent of Client, nor shall either party have any authority to bind the
other in any respect, it being intended that each shall remain an independent
contractor responsible for its own actions. Consultant shall be solely responsible
and liable for all compensation and reimbursement of, and all actions undertaken
by the Consultant.

(b) Consultant shall be solely responsible for paying all local, and national income
taxes, or other charges or withholdings required by any governmental entity
having jurisdiction, and for making all necessary filings and reports in connection
with, or relating to, any and all compensation received under this Agreement.
Consultant will indemnify, defend and hold harmless Client for and against any
and all liabilities or expenses, including, without limitation, reasonable advocates
fees, arising from Consultant's failure to make such payments, filings, or reports.

16. Notices:

Any notice, request or consent required or permitted to be given or made

pursuant to this Contract shall be in writing. Any such notice, request or consent

7
 shall be deemed to have been given or made when delivered in person to an
authorized representative of the Party to whom the communication is addressed,
or when sent by registered post to such Party at the address specified in this
Agreement

A Party may change its address for notice hereunder by giving the other Party
notice in writing of such change to the address specified in the Argeement

17. Location:

The Services under this Agreement shall be performed strictly in the New Delhi
and, where the location of a particular task is not so specified, at such locations,
as the Client may approve after the professional charges for same has been
communicated and paid by the Client

18. Force Majeure

Either Party shall be excused from any delay or failure in performance required
hereunder if caused by reason of any occurrence or contingency beyond its
reasonable control, including, but not limited to, acts of God, acts of war, fire,
insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes,
floods, explosions or other acts of nature. The obligations and rights of the Party
so excused shall be extended on a day-to-day basis for the time period equal to the
period of such excusable interruption. When such events have abated, the Parties’
respective obligations hereunder shall resume.

19. Non-Publicity

Each of Company and Consultant agree not to disclose the existence or contents
of this Agreement to any third party without the prior written consent of the other
Party except: (i) to its advisors, attorneys or auditors who have a need to know
such information, (ii) as required by law or court order, (iii) as required in
connection with the reorganization of a Party, or its merger into any other
corporation, or the sale by a Party of all or substantially all of its properties or
assets, or (iv) as may be required in connection with the enforcement of this
Agreement.

20. Assignment

The Services to be performed by Consultant hereunder are personal in nature, and

Company has engaged Consultant as a result of Consultant’s expertise relating to
such Services. Consultant, therefore, agrees that it will not assign, sell, transfer,
delegate or otherwise dispose of this Agreement or any right, duty or obligation
under this Agreement without the Company’s prior written consent. Nothing in
this Agreement shall prevent the assignment by the Company of this Agreement
or any right, duty or obligation hereunder to any third party.

8
21. Settlement of Disputes

(a) Amicable Settlement: Performance of the contract is governed by the terms

& conditions of the contract, in case of dispute arises between the parties
regarding any matter under the contract, either Party of the contract may send
a written Notice of Dispute to the other party. The Party receiving the Notice
of Dispute will consider the Notice and respond to it in writing within 30 days
after receipt. If that party fails to respond within 30 days, or the dispute
cannot be amicably settled within 60 days following the response of that
party, clause 3 shall become applicable
(b) Arbitration: In the case of dispute arising upon or in relation to or in
connection with the contract between the Client and the Consultant, which has
not been settled amicably, any party can refer the dispute for Arbitration
under (Indian) Arbitration and Conciliation Act, 1996. The Arbitration and
Conciliation Act, 1996 and any statutory modification or re-enactment
thereof, shall apply to these arbitration proceedings.
(c) Arbitration proceedings/ any other legal proceedings shall be held in India at
New Delhi and language of the arbitration proceedings and that of all
documents and communications between the parties shall be English.
(d) The decision of the arbitrator shall be final and binding upon both parties. The
expenses of the arbitrators as determined by the arbitrators shall be shared
equally by the Client and the Consultant. However, the expenses incurred by
each party in connection with the preparation, presentation shall be borne by
the party itself. All arbitration awards shall be in writing and shall state the
reasons for the award.

22. General

This Agreement constitutes the entire agreement of the Parties on the subject
hereof and supersedes all prior understandings and instruments on such subject.
This Agreement may not be modified other than by a written instrument executed
by duly authorized representatives of the Parties.

No waiver of any provision of this Agreement shall constitute a waiver of any

other provision(s) or of the same provision on another occasion. Failure of either
Party to enforce any provision of this Agreement shall not constitute a waiver of
such provision or any other provision(s) of this Agreement.

Should any provision of this Agreement be held by a court of competent

jurisdiction to be illegal, invalid or unenforceable, such provision may be
modified by such court in compliance with the law giving effect to the intent of
the Parties and enforced as modified. All other terms and conditions of this
Agreement shall remain in full force and effect and shall be construed in
accordance with the modified provision.

9
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly
executed this Agreement by their authorized representatives as of the date first written
above.

Signed for and on behalf of Signed for and on behalf of

[Gayle Global Inc] [Ms. Sonia Saini, SS Global Law Firm]

By: By:
Name: Name:
Title: Title:

Witnesses:

1.
2.

10