Engagement Agreement

This Agreement is made on the 1st day of March 2023, between Voith Group (to be filled in by Voith)
DSIF - Division – Innovation and Technologies a _________ (to be filled by Voith) company
incorporated in India and having its registered office at ____________(to be filled by Voith)
(hereinafter referred as “Voith”) IN (which expression shall unless it be repugnant to the context or
meaning, therefore, be deemed to include their successors in business, assigns, executors and
administrators) and Mudita Strat-Aegis Consultants Private Limited, a private limited company
incorporated in India and having its registered office at Q-315, Jalvayu Vihar, Sector 21, Gautam
Buddha Nagar, Noida, U.P 201 301, (hereinafter referred as “Mudita”) IN (which expression shall
unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in
business, assigns, executors and administrators). The two entities will also be referred collectively as
the "Parties" and individually, a "Party" wherever appropriate hereunder.

WHEREAS: -

Whereas Mudita is a boutique Management Consultancy Company headquartered in India;

Whereas Voith is engaged in the business of manufacturing ________________________(to be filled

by Voith)

Whereas Voith are keen to enhance their existing margins and profitability by improving throughput
and the operational efficiency (man power efficiency, process efficiency and machine utilisation)

Whereas, upon discussions, Voith has expressed interest in engaging the services of Mudita Strat-
Aegis as a strategic long term partner in Operational excellence and Cost re-engineering. In addition,
Voith also sought Mudita to design, test and manufacture jigs and fixtures as per their requirement.

This Agreement sets out the terms and conditions of the engagement -

NOW THIS AGREEMENT WITNESSETH:

1. SCOPE OF PROJECT
Operational excellence – Improved Throughput
a) Project objectives –
Mudita will support Voith in improving the operational excellence in manufacturing, quality
enhancement, cost optimisation and asset management through-
A) Manufacturing system development and process improvements
B) Improved Machine utilization and deployment of optimal man power
C) QMS development and implementations
D) Establishment of Industrial engineering practices- Time standards, Yamazumi – line
balancing, OEE, TACT & skill matrix
E) Material handling, Inventory & supply chain management

Mudita shall ensure that robust systems, modern engineering and manufacturing practices
are put in place. In terms of existing IT systems that are in use for manufacturing purposes, a

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 comprehensive study shall be conducted to assess the level of usage of the same. Methods
and recommendations shall be provided for improvements where necessary.
Mudita shall also recommend low-cost automation and conveyorization as appropriate to
deliver tangible cost savings and higher productivity gains on a sustainable basis. The
investment required to achieve the above objective is expected to have a short pay-back
period. Such initiatives shall be discussed, detailed out and agreed with Voith before
implementation.
Mudita shall also design and create a manufacturing excellence dashboard for uniform data
display across the organization to bring in common visibility across the manufacturing
enterprise.
The overall approach is to look in to the machine and assembly shop operations, monitor the
processes to improve on the various process parameters that shall target reducing the
rejections, improving the first pass yield.
Mudita shall also devise and monitor a quarterly improvement plan jointly with the Voith
management team to track the progress of the project.
Mudita also recognizes the significance of digital transformation journey that is much essential
to survive in the modern economic scenario. This shall necessitate the use of newer
technologies to enable process excellence besides the enhancement of performance in the
existing technologies.
Mudita also shall factor in the overall digital journey for Voith by leveraging the existing
infrastructure and investments and suggest injection of newer and relevant digital
interventions in a phased manner.

b) Project Execution Methodology -

 Project will kick-off with the plant assessment and setting up mutually agreed
objectives/ Goals and milestones. This shall start with establishing a base line and
tracked on quarterly basis
 Project will commence with a workshop(s) involving all layers of management.
 Mudita will lead the execution along with key management team from Voith.
 Mudita will schedule Periodical Project review to discuss the progress.

c) Project Team -
A. Mudita Team:
 Partner/Director - 1
 Project Lead– 1
B. Voith Project Team
 MD/ CEO
 SPOC - Voith Project in charge
 Operations / IT Manager & Other Support team members (as required)

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Modification of the Scope of Work:

In case of a modified scope of work is requested at any stage by Voith, the same shall be discussed
mutually by both parties and a decision will be arrived based on discussion outcome. In case any
modified scope of work is agreed by Mudita, the commercials/fee shall be revisited to suit the revised
scope of work and the payments mentioned under “Contract Sum and Payments” due under above
stages shall also be revisited.

2. CONTRACT SUM AND PAYMENTS

The Contract Sum (together with GST and after considering all applicable taxes thereon) shall be
paid by Voith in accordance with the payment schedule as under:

Sl. Nature of Fee type Payment Amount Timeline and Remarks

No Service frequency (Rs.)
1 Operational a) Retainer fee Monthly 5,00,000/- Up to 12 months / 1 year from
excellence & the date of this Agreement
Cost b) Variable fee Quarterly 2% of For 2 (Two)
optimisation savings per years following the first 12
annum months / 1 year from the date
of this Agreement (i.e. post
completion of Retainer fee
period)

Variable fee computation methodology:

 Base data that will be considered for measurement of savings will be when the relevant
dashboard is created at the start of the engagement during first year (i.e. Year 0)
 There will no variable fee payable during Year 1.
 Following will be the variable fee payment structure for Year 2 & Year 3.
Year Payment timeline Basis for payment
Year 2 End of Q1 of Year 2 Savings from Year 0 till end of Q1 of Year 2 will be
considered for computation & payment of variable fee
End of Q2 of Year 2 Savings from Year 0 till end of Q2 of Year 2 will be
considered for computation & payment of variable fee
minus fee paid till Q1 of Year 2
End of Q3 of Year 2 Savings from Year 0 till end of Q3 of Year 2 will be
considered for computation & payment of variable fee
minus fee paid till Q2 of Year 2.
End of Q4 of Year 2 Savings from Year 0 till end of Q4 of Year 2 will be
considered for computation & payment of variable fee
minus fee paid till Q3 of Year 2.
Year 3 End of Q1 of Year 3 Savings from Year 0 till end of Q1 of Year 3 will be
considered for computation & payment of variable fee
minus fee paid till Q4 of Year 2.
End of Q2 of Year 3 Savings from Year 0 till end of Q2 of Year 3 will be
considered for computation & payment of variable fee
minus fee paid till Q1 of Year 3.
End of Q3 of Year 3 Savings from Year 0 till end of Q3 of Year 3 will be
considered for computation & payment of variable fee
Minus fee paid till Q2 of Year 3
End of Q4 of Year 3 Savings from Year 0 till end of Q4 of Year 3 will be
considered for computation & payment of variable fee
Minus fee paid till Q3 of Year 3.

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Note: Incidental charges toward travel, boarding and lodgings, if any, will be paid at actuals by Voith
after advance information.

Payment process:
a) Retainer fees:
 Mudita will raise invoice on Voith at the end of each month towards Retainership
and Voith shall pay the Retainership fees within 7 working days from the receipt
of invoice.

b) Operational excellence & Cost optimization:

 Voith shall provide details of Operational excellence and cost optimization
benefits for every quarter to Mudita within 7 days from the end of each quarter.
Voith agrees to provide base documents for the same as requested by Mudita.
 Voith will also confirm to Mudita the amount payable by it in the form of
Operational excellence & Cost optimization for the quarter as per the terms of the
agreement stated above within 7 days from the end of each quarter.
 Upon receipt of the above information from Voith, Mudita will raise an invoice on
Voith for payment, which needs to be made within 15 days of receipt of invoice.
c) General items:
 The payments/fees mentioned above exclude GST or other levies that may be
applicable, during every financial year and shall be subject to necessary statutory
deductions as applicable.
 Mudita will send scanned copy of the invoices to Voith to enable processing of
the payments.
 All invoices will be billed in Indian Rupees in the normal course and all payments
required to be made under this Agreement shall be made in Indian Rupees.
 The Parties shall use their best endeavors to resolve any disputes or differences
in relation to the fees payable as per the invoice in accordance with the dispute
resolution process/procedure laid down in the relevant section in this agreement.

3. CONFIDENTIALITY
Both the parties understand and acknowledge the confidential nature of their business
relationships, between themselves and their clients and agree that each shall treat as
confidential all information provided by a party to the other and use the same solely for the
purposes of rendering services pursuant to this Agreement and, except as may be required in
carrying out the terms of this Agreement, shall not disclose to any third party without the prior
consent of such providing party. The foregoing shall not be applicable to any information that
is publicly available when provided or which thereafter becomes publicly available or which is
required to be disclosed under the applicable laws or regulation.

4. DURATION AND TERMINATION

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This Agreement shall come into effect from the date of its execution and shall continue for a
period of 3 (Three) years from the date of the Agreement, and extendable by a further period
if and as agreed mutually by the Parties hereto.

Mudita may terminate the Agreement in the event of occurrence of any of the following
events:

i. Voith fails to make any payment due under this Agreement (as laid down in Section 2
Contract Sum & Payments), within Forty-five (45) days from the receipt of invoice
raised by Mudita.
ii. Voith passes a resolution or an order is issued for its winding up, dissolution,
liquidation or judicial management, or any analogous proceeding in any jurisdiction.
iii. Voith has a receiver and/or manager and/or administrative receiver or receiver
appointed over all or substantially all its assets.

Voith may terminate the Agreement in the event of occurrence of any of the following events:

i. Mudita breaches the terms and conditions provided in this Agreement which are
material in nature and are not capable of any remedy. The materiality of the nature
should be mutually agreeable to both parties failing which the matter has to be
resolved as per the process laid down in the Dispute resolution section below.
ii. Mudita passes a resolution or an order is issued for its winding up, dissolution,
liquidation or judicial management, or any analogous proceeding in any jurisdiction.
iii. Mudita has a receiver and/or manager and/or administrative receiver or receiver
appointed over all or substantially all its assets.

The termination of the Agreement as above shall not prejudice any of the rights or remedies
of the non-defaulting Party against the other Party arising prior to the effective date of
termination.

Voith or Mudita may terminate this Agreement at any time by giving the written notice of not
less than Ninety (90) days.

In the event of such pre-mature termination of contract, Voith will compensate Mudita for the
efforts performed till such time, for full currency of this contract (three years), as stipulated in
Clause 2 above (Contract Sum & Payments) or such an amount which is mutually agreeable
to both parties, failing which the matter will be referred to arbitration as laid down in the
Dispute resolution clause below.

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 No failure or omission by either Party to fulfill its obligations under this Agreement shall
amount to a breach of this Agreement or give rise to any liability if such a failure or omission
is on account of Force Majeure.

5. INDEMNIFICATION AND LIABILITY

Both Parties agree that Voith shall have complete ownership over the identified products.
Voith agrees to hold Mudita harmless for any such damages that may arise from the
production, sale and servicing of the identified products. In no event shall Mudita be liable for
any direct, indirect, punitive, incidental, special consequential damages whatsoever arising
out of or connected with the use or misuse of the identified products. Mudita assumes no
responsibility for any special, incidental, indirect, or consequential damages of any kind, or
any damages whatsoever (including without limitation, those resulting from the identified
products or from: (a) user or Client reliance on the materials or documents produced (b) costs
of replacement, training, or documents (c) loss of use, data, or profits (d) delays or business
interruptions, (e) and any theory of liability, arising out of or in connection with the use or
performance of Mudita’s work whether or not Mudita has been advised of the possibility of
such damages.

Except with respect to the parties’ indemnification obligations, neither party shall be liable to
the other for any special, indirect, incidental, punitive, or consequential damages arising from
or related to this agreement, including bodily injury, death, loss of revenue, or profits or other
benefits, and claims by any third party, even if the parties have been advised of the possibility
of such damages. The foregoing limitation applies to all causes of action in the aggregate,
including without limitation to breach of contract, breach of warranty, negligence, strict liability,
and other torts.

If either party knowingly or wilfully causes losses or damages to the other Party by fraud or
misrepresentation it will indemnify the other party for losses and damages suffered by the
other party, provided that the losses or damages are in excess of INR 10,00,000 and provided
the party seeking indemnification can sufficiently preach over that it suffered losses or
damages in excess of INR 10,00,000. The party seeking indemnification will provide at least
30 (thirty) days to the other party to cure the damage or loss caused by wilful action or wilful
negligence.

6. DISPUTE RESOLUTION
In the event of any dispute or difference arising out of or in connection to this Agreement or
the breach thereof including any question regarding its existence, validity or termination, the
Parties shall use their best endeavours to settle such disputes or differences through
amicable discussions. To this effect, they shall consult and negotiate with each other, in good
faith and understanding of their mutual interests, to reach an amicable and equitable solution
satisfactory to both Parties.

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 That in the event of any dispute arising out of this agreement, the parties agree that the same
shall be resolved by arbitration as provided for under the Arbitration and Conciliation Act. The
place of arbitration shall be at Chandigarh and the proceedings shall be conducted in English.

The commencement of any proceedings under this Clause shall in no way affect the
continued performance of the obligations of the Parties under this Agreement, except insofar
as such obligations relate to the subject matter of such proceedings.

7. GOVERNING LAW
The laws of India shall govern the validity and interpretation of this Agreement and the legal
relationship of the Parties to it.

8. NOTICES
All notices under this Agreement shall be served in writing (writing shall include emails)
exclusively in the English language and shall be deemed to have been duly given and
effective:

if sent via email to the email address provided against the names of the respective Parties
hereunder, on the date of transmission of the email if the transmission was made before 5.30
pm (the time in the geographic location of the recipient party) or the next Business Day if the
transmission was made after 5.30 pm (the time in the geographic location of the recipient
party) and the receipt of which has been confirmed / as received by the recipient.

if delivered by registered post/courier, the third Business Day after the date on which it was so
posted/couriered; if sent in any other form (by hand, electronically), upon receipt/evidence of
receipt of the notice by the recipient;

Party : Mudita Strat-Aegis Consultants Pvt Ltd

Address: Q-315, Jalvayu Vihar, Sector 21, Gautam Buddha Nagar, Noida, U.P 201 301
Email : satish.chandra@muditastrat.com;

Party : Voith ____________

Address: ________________
Email :

9. NON-SOLICITATION
For the duration of this Agreement and for an additional term of two (2) years following the
expiry or earlier termination of this Agreement, each Party agrees not to induce or attempt to
induce any person who is an employee of the other Party and who is or was involved in the
performance of this Agreement to terminate his or her employment.

10. ASSIGNMENTS, WAIVERS, AMENDMENTS

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 This Agreement may not be amended, nor may compliance with any term, covenant,
agreement, condition or provision set forth herein be waived (either generally or in a particular
instance and either retroactively or prospectively) unless such amendment or waiver is agreed
to in writing by both Parties hereto. The terms, conditions and covenants of this Agreement
shall be binding on and shall inure to the benefit of the successors and assigns of the parties
hereto. Any failure by the Parties to enforce at any particular time any one or more of their
rights under this Agreement shall not be deemed a waiver of such rights or the right to enforce
this Agreement subsequently.

11. COUNTERPART SIGNATURES

This Agreement may be executed in counterparts (including by facsimile or scanned digital
copy), each of which shall be deemed an original but all of which together shall constitute one
and the same Entire.

12. SEVERANCE
If any provisions of this Agreement or any part thereof are rendered void, illegal or
unenforceable, such provisions shall be considered severable as though they did not form
part of this Agreement and the invalidity, illegality or unenforceability of such provisions shall
not affect the validity and enforceability of the remaining Agreement.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties with respect to the
subject matter herein. All prior or contemporaneous agreements, understandings,
representations, warranties and statements, oral or written, relating to the subject matter
hereof are superseded. No modification of or amendment to this Agreement shall be binding
unless in writing and executed by the parties in this Agreement.

Signed, agreed and accepted on this 1st day of March 2023.

SIGNED BY SIGNED BY

Designation Designation

Name Name

for and on behalf of for and on behalf of

Voith Mudita

WITNESS BY WITNESS BY

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 Designation Designation

Name Name

for and on behalf of for and on behalf of

Voith Mudita

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