MANPOWER STAFFING AGREEMENT

This agreement is entered into between having its registered office at NEXUS JOBS Jaipur,
Rajasthan, 302018 (Here in after referred to as “Vendor”) to provide placement services to
INNOVANA FITNESS LABS LIMITED , on the following
terms and conditions.

INNOVANA FITNESS LABS LIMITED ,having its registered office at 1-kha-18, Jawahar
Nagar, Jaipur, Jaipur, Rajasthan, 302004 (Here in after referred to as“INNOVANA FITNESS
LABS LIMITED ”).

1. Appointment: We are hereby appointed as a manpower staffing and placement services

to INNOVANA FITNESS LABS LIMITED on a non-exclusive basis w.e.f. 1st
June, 2023. We will be responsible for providing candidates with desired
education, skill and experience requirements, to send resumes by email, fax or
hard copy. We will validate the candidates’ profiles, perform the initial screening
(i.e., bonafide’s interest to seek a job change, reasons for leaving the current
employer, present compensation package, qualification check, present role &
responsibility, willingness to relocate, expected compensation, availability to join
upon selection, referral checks, and any other relevant expectations), aid in
arranging interviews & communicating with candidates.

The parties hereto act as independent contractors and no agency or employer-employee

relationship is created hereby. NEXUS JOBS shall not hold itself out as an agent,
subsidiary, or affiliate of I N N O V A N A F I T N E S S L A B S L I M I T E D , nor
have the authority to bind INNOVANA FITNESS LABS LIMITED to any obligation.

2. Commercial Terms: Service Charges for successful placement of Candidates would be

as follows:

*
NUMBER OF YEARS OF EXPERIENCE PLACEMENT FEE
Across All Levels 5%

Of Gross Annual Salary, per Candidate. and this is applicable to all the
Positions. *(CTC (Cost to company) includes only Fixed component. It excludes
Performance Incentive, Employee Stock Options, Joining Bonus and Relocation Bonus).

NEXUS JOBS will be billed GST on the professional charges which is currently 18% of
the professional charges. Any future changes in the statutory GST as per the laws of India will
be applicable to both NEXUS JOBS and INNOVANA FITNESS LABS LIMITED.
 (CTC means Monthly Emoluments comprising Basic, HRA, Conveyance Allowance,
Special Allowance and Annual payments like LTA, car lease/maintenance, medical and
other benefits forming part of the Flexible Benefit Package but “does not include retried
benefits such as PF, Gratuity, Superannuation, nor any variable pay or work
completion payments like Project Completion Bonus, Variable Pay, Group Medical
Benefits etc.).

The invoice along with GST as applicable would be raised against successful placement
of each candidate and upon the candidate joining the INNOVANA FITNESS LABS
LIMITED Payrolls and

Completing the joining formalities as prescribed by the INNOVANA FITNESS LABS

LIMITED. If the invoice is found incorrect, a fresh invoice to be raised by the NEXUS
JOBS. No correction shall be made from INNOVANA FITNESS LABS LIMITED side on
NEXUS JOBS.

The above terms are applicable for positions in India and overseas. In cases of overseas
placements, the candidate’s India salary alone would be considered for computation and
payment to vendor .

In the unlikely event of a candidate leaving INNOVANA FITNESS LABS LIMITED’s

services within 3 months from the date of joining, vendor undertakes to position/place a
similar candidate within 30 days of request (ensure identified and selected- pending
joining) without any charges and the service charges will be adjusted against other
recurring bills. If vendor is unable to provide the replacement (ensure identified and
selected – pending joining) within the 30 days’ period, then vendor shall refund the
respective candidate amount including GST.

Any variation from the foregoing will have to be agreed to/ between the parties in writing.

The obligations set forth herein survive the termination of the agreement as envisaged
under paragraph 4.

If I N N O V A N A F I T N E S S L A B S L I M I T E D receives the same resume from

another source, INNOVANA FITNESS LABS LIMITED will work with the source it
received the resume from first. If resumes or referrals of the same candidate are received
at the same time, the candidate will specify which agency will be designated as the agency
of record. If INNOVANA FITNESS LABS LIMITED has received the resume of any
candidate directly from the candidate or any other source prior to receiving it from us,
INNOVANA FITNESS LABS LIMITED shall notify in writing of any such duplication of
resumes/ profiles within 2 working days from receipt of the candidate's resume and, we will
not be entitled for any fee if INNOVANA FITNESS LABS LIMITED hires such candidate.

3. Term: This Agreement is valid from effective date as mentioned below and valid for a
period of 1 year unless terminated earlier in accordance with paragraph 5 hereof. The
Agreement can be extended by mutual agreement.

,
4. Payment Clause:

vendor will raise the invoice after 15 days of candidate joining INNOVANA FITNESS
LABS LIMITED. The invoice will be cleared on or within 30 days from the invoice date.

5. Termination: Either party may terminate the Agreement at any time by giving a written
notice of 30 days if either party fails to perform any material obligation of this Agreement
and fails to remedy the breach for a period of thirty days from the date of receipt of
written notice from the non-defaulting party requiring the remedy.

6. Termination and Liability: If the Hiring Company (INNOVANA FITNESS LABS

LIMITED) terminates any employee hired through the services of NEXUS JOBS within
90 days of the joining date due to non-performance or any other internal issue, NEXUS
JOBS services shall not be liable for any replacement or losses incurred by the Client.
The Client agrees that in such cases, any outstanding payment for the candidate's hiring
will be disbursed to NEXUS JOBS as per the agreed-upon payment terms.

7. Indemnification: The Client agrees to indemnify and hold NEXUS JOBS services
harmless from any claims, damages, or losses arising from the termination of an
employee within 90 days of the joining date, including but not limited to any claims made
by the terminated employee or third parties.

8. Notwithstanding anything contained herein INNOVANA FITNESS LABS LIMITED may

terminate this agreement anytime & without assigning any reasons upon giving a written
notice of 30 days.

9. Confidentiality: “Confidentiality and Proprietary Information” in relation to INNOVANA

FITNESS LABS LIMITED, will mean and include all & any information passed on by
INNOVANA FITNESS LABS LIMITED either verbally or in writing. The vendor agrees
and undertakes to hold the Confidential and Proprietary

Information of INNOVANA FITNESS LABS LIMITED in strict confidence and will ensure
that the Confidential and Proprietary Information of INNOVANA FITNESS LABS LIMITED
is not disclosed to any third person without the express written consent of INNOVANA
FITNESS LABS LIMITED received prior to such disclosure. The vendor agrees and
undertakes that within its respective organization, Confidential and Proprietary
Information of INNOVANA FITNESS LABS LIMITED will be
shared with employees strictly on a “need-to-know” basis, who are bound by
confidentiality agreements.

10. No Hire: The vendor agrees that it shall neither solicit nor attempt to solicit employment
for any employee or subcontractor of INNOVANA FITNESS LABS LIMITED during the
term of this Agreement and for a period of one (1) year thereafter. The vendor shall not
encourage any employee of INNOVANA FITNESS LABS LIMITED to terminate its
relationship with INNOVANA FITNESS LABS LIMITED.

,
 11. Applicable Law: This agreement shall be governed by the laws of India and the courts at
Delhi shall have exclusive jurisdiction.

9. Jurisdiction and Dispute Resolution: Any dispute which may at any time hereafter arise
between the parties hereto shall be referred to a single arbitrator to be appointed by the
Company Secretary of INNOVANA FITNESS LABS LIMITED Technology, in
accordance with and subject to the provisions of THE ARBITRATION AND
CONCILIATION ACT, 1996. It shall be open to any one of the parties to move the
Company Secretary to appoint the arbitrator and refer dispute to arbitration. The
decision/award of such an arbitrator shall be binding on the parties hereto. The venue of
arbitration shall be Jaipur, Rajasthan.

10. This Agreement constitutes the sole and exclusive agreement between INNOVANA
FITNESS LABS LIMITED and the vendor regarding the subject matter herein, and
supersedes all prior agreements, contracts or representations, written or oral, between
INNOVANA FITNESS LABS LIMITED and vendor regarding such subject matter.

IN WITNESS WHEREOF, the parties here to have executed this agreement by their duly
authorized representatives as of the date mentioned by their signatures.

For: NEXUS JOBS, For: INNOVANA FITNESS LABS LIMITED,

Signature:

Signature:

Name: Ruchika Gupta Name:

Designation: Founder Designation:

Date: 31/June/2023 Date:

Company Seal: Company Seal: