Date: 2nd April 2023

[180 Degrees Consulting Motilal Nehru College Branch]

and

[Pravah India]

SERVICES AGREEMENT

THIS AGREEMENT is made on 2nd April 2023

BETWEEN:

1. 180 Degrees Consulting Motilal Nehru College Branch (“the Branch”); and

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2. Pravah India (“the Client”),

each a “Party” and together the “Parties”.

RECITALS:

A. The Client has engaged the Branch to provide the Services to the Client in
accordance with the terms of this agreement.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this agreement:

180 Degrees Consulting Global means 180 Degrees Consulting Limited (ACN 155
496 987).

180 Degrees Entities means 180 Degrees Consulting Global and its individual
branches, licensees, franchisees, and affiliates (both in Australia and
internationally), 180 Degrees Consulting US NFP (employer identification number
46-5092877) or a Related Entity of 180 Degrees Consulting Global.

180 Degrees Group means the Branch, 180 Degrees Consulting Global, and the
180 Degrees Entities.

Claims means any and all actual or contingent claim, notice, demand, dispute,
suit, action, potential cause of action, right, obligation, demand, proceeding,
litigation, investigation, judgment, damage, loss, cost, payment, expense or
liability however arising, whether present, unascertained, immediate, future or
contingent, whether based in contract, tort, at law, in equity or statute, and
whether involving a third party or a party to this agreement, including, without
limitation, claims arising out of or relating to, or in any way touching upon or
connected with the Services or the matters the subject of this agreement.

Nominee means 180 Degrees Consulting Global.

Project Details include, but are not limited to, the Client’s logo, a description of
the Project, any feedback from the Client in connection with the Project, and a
description of any Project outcome (including any recommendations or

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 suggestions provided by the Branch to the Client, and any foreseen or actual
impact of those recommendations or suggestions).

Related Entity has the meaning given to that term in the Corporations Act 2001
(Cth).

Services means the services described in Schedule A to this agreement, and any
amended or additional services as agreed between the Parties from time to time in
accordance with the terms of clause 2 of this agreement.

1.2 Interpretation
In this agreement, unless the context otherwise requires:

(i) A reference to the singular includes the plural and the plural includes the
singular.

(ii) Headings are for convenience only and do not form part of this agreement
or affect its interpretation.

SERVICES
2.1. The Branch will provide the Services to the Client and the Client will provide such
information, instructions and support as the Branch requires to enable the Branch to
provide the Services (“the Project”).

2.2. The scope of the Services may be developed, expanded or varied as agreed between
the Branch and the Client by:

a) the Branch in consultation with the Client; and/or

b) subject to clause 2.3, the Client in consultation with the Branch, provided such
changes are reasonable, considering the nature of the Branch’s services, the
project timeframe and the skills of the Branch’s consultants (“the Consultants”).

2.3. The Branch has the sole discretion to accept or reject any changes or developments
to the scope of the Services.

2.4. The Branch may terminate the Project upon the provision of written notice to the
Client in the event that:

a) During the course of the Project, the nature or scope of the Project differs
substantially from the Branch’s initial understanding; or

b) The Client fails to take reasonable steps to cooperate with the Branch, without
good cause, including but not limited to:

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 i. Consistently failing to respond to communications of Consultants or
being otherwise inaccessible to Consultants; or

ii. Failing to provide necessary information or support to carry out the

Project; or

iii. Being generally uncooperative.

3. COST OF SERVICES

3.1. The Client is not required to contribute any money to the Branch in consideration for
the provision of the Services.

3.2. Notwithstanding clause 3.1 above, the Client may, in its absolute discretion, choose to
contribute money to the Branch or the Nominee upon the completion of the Project. If
the Client so chooses, the monetary contribution is to be paid to the Branch or, if
directed by the Branch or the Nominee, the Nominee. This money will be distributed
between the Branch and 180 Degrees Consulting Global as agreed between the
Branch and 180 Degrees Consulting Global from time to time and will be used to
support the work of the 180 Degrees Group around the world.

4. CONFIDENTIALITY AND DISCLOSURE

4.1. Subject to clause 4.2, the Branch shall at all times and notwithstanding any
termination or expiration of the Project or this agreement, treat all non-public
information it receives in the course of the Project as confidential and safeguard it
accordingly.

4.2. Subject to clauses 4.3 to 4.7 of this agreement, the Branch will not disclose any
confidential information to any person except in any of the following circumstances:

a) Prior consent is received from the Client; or

b) The information ceases to be confidential; or

c) The disclosure of information is to professional advisors of the Branch; or

d) The disclosure is for the purpose of compliance with any applicable law or
legally binding order of any court, government, semi-government authority
or administrative or judicial body or the applicable rules of any stock
exchange.

4.3. The Client acknowledges, agrees and consents to the 180 Degrees Group storing any
draft or final deliverables prepared by the Branch for the Client (“the Deliverables”)
until such time, in the opinion of the Branch or 180 Degrees Consulting Global, that it

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 is no longer necessary for the Deliverables to be stored. The Deliverables may, in the
discretion of the Branch or 180 Degrees Consulting Global, be made accessible to the
180 Degrees Group, including in order to help improve the quality of services
delivered by the 180 Degrees Group.

4.4. The Client acknowledges, agrees and consents to the 180 Degrees Group disclosing
from time to time, whether externally and/or internally (as set out in clauses 4.5 and
4.6 below) the name of the Client and the Project Details.

4.5. External disclosure includes, but is not limited to, publication in promotional materials,
recruitment materials, websites, newsletters and journals of the 180 Degrees Group.

4.6. Internal disclosure includes, but is not limited to, verbal communication using email,
training materials, and training presentations within the 180 Degrees Group.

4.7. All internal and external disclosure is to be for a purpose associated with the 180
Degrees Group.

INDEMNITIES

5.1. The Client, to the maximum extent permitted by law, unconditionally and irrevocably
indemnifies, defends and holds harmless the 180 Degrees Group (and each of them),
and each of their officers, employees, contractors, agents and volunteers from and
against all liability, lost profits, cost or expense, including costs of defending any third
party claim or suit, that the 180 Degrees Group (or any of them)or any of their officers,
employees, contractors, agents and volunteers may incur out of or related to or in any
way connected to the provision of the Services or the matters the subject of this
agreement, whether caused or contributed to in whole or in part by acts, errors or
omissions by the 180 Degrees Group (or any of them), howsoever occasioned,
including (for the avoidance of any doubt and without limitation) any
recommendations or suggestions provided by the Branch or any of its officers,
employees, contractors, agents and volunteers to the Client in connection with the
Services (including within the Deliverables).

5.2. The Client acknowledges that the Branch will hold such indemnity on trust for 180
Degrees Consulting Global and the 180 Degrees Entities (and each of them) and
each of their officers, employees, contractors, agents and volunteers.

6. RELEASE
6.1. The Client irrevocably releases and forever discharges the 180 Degrees Group (and
each of them) and each of their officers, employees, contractors, agents and
volunteers from all Claims which the Client has, or could, or would or might have had
now or in the future against the 180 Degrees Group (or any of them) and any of their
officers, employees, contractors, agents and volunteers in respect of, or in any way

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 related, whether directly or indirectly, to the Services or the matters the subject of this
agreement.

7. SEVERABILITY AND READING DOWN

7.1. If a provision (including part of a provision) of this agreement would otherwise be
illegal, void or unenforceable or impose an obligation or liability that is prohibited by
law, the provision (or relevant part) is to be read down to the extent necessary to be
enforceable or to comply with the law whilst still largely reflecting the Parties'
commercial intentions as apparent from this agreement.

7.2. If clause 7.1 is not possible, the agreement is to be read as if the provision (or
relevant part) was omitted.

7.3. In either case, the remaining provisions of this agreement (including the remaining
parts of the relevant provision) continue in force.

8. LIMITATION OF LIABILITY
8.1. Notwithstanding any other provision of this agreement, to the maximum extent
permitted by law, the total liability of the 180 Degrees Group (or any of them) and
each of their officers, employees, contractors, agents and volunteers, arising out of,
or in any way related, whether directly or indirectly, to the Services or the matters the
subject of this agreement, will not exceed the consideration paid by the Client (if any)
pursuant to clause 3.

9. COMPLIMENTARY SERVICES
9.1. From time to time, the Branch, 180 Degrees Consulting Global and their respective
officers, employees, contractors, agents and volunteers may suggest, refer or
recommend third parties who may offer complimentary or related goods and services
to the Client. The Client acknowledges and agrees that such third parties are:

a) separate businesses that are independent of the Branch and 180 Degrees
Consulting Global; and

b) neither the Branch, 180 Degrees Consulting Global nor their respective
officers, employees, contractors, agents and volunteers are responsible or
liable for the services provided by such third parties.

10. GOVERNING LAW

10.1. This agreement is governed by the law in force in New South Wales, Australia.

10.2. The Branch and the Client irrevocably and unconditionally submit to the non-exclusive
jurisdiction of the courts of New South Wales and courts of appeal from them. The
Branch and the Client waive any right each may have to object to an action being

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 brought in those courts including, without limitation, by claiming that the action has
been brought in an inconvenient forum or that those courts do not have jurisdiction.

11. COUNTERPARTS
11.1. This agreement may consist of a number of counterparts and the counterparts taken
together constitute one and the same instrument.

12. DECLARATION OF ACCEPTANCE

12.1. The Client has read the agreement and agrees to be bound by its terms.

13. AUTHORITY TO SIGN

13.1. Each individual signing this agreement directly and expressly warrants that he/she
has been given and has received and accepted authority to sign and execute the
agreement on behalf of the entity for whom it is indicated he/she has signed, and
further has been expressly given and received and accepted authority to enter into a
binding agreement on behalf of such entity with respect to the matters concerned
herein and as stated herein. A signature transmitted by facsimile or as a pdf copy to
electronic mail shall be treated as original for all purposes.

13.2. Each individual signing this agreement, or in circumstances where it is an entity

signing this agreement, each entity, agrees that this document is to be signed as a
deed.

14. GENERAL
14.1. To the extent permitted by law, a party may sign this Agreement electronically,
including by using software or a platform for the electronic execution of contracts.

14.2. A print out of the executed Agreement once all parties signing electronically have
done so, will be an executed original counterpart of this Agreement, irrespective of
which party prints it.

14.3. Each party that signs this Agreement electronically represents and warrants that it or
anyone signing on its behalf:

a) has been duly authorised to enter into and execute this Agreement electronically
and to create obligations that are valid and binding obligations on the party;
b) has affixed their own electronic signature; and
c) where applicable, holds the position or title indicated under their electronic
signature, and each party is stopped from asserting otherwise.

14.4. No person may challenge the validity of this Agreement by virtue only of the fact that
it has been electronically signed by or on behalf of any party.

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 14.5. This Document may be executed in counterparts (that is, separate copies of the
same document, each signed by one party). All executed counterparts constitute
one agreement.

Signature: ___________________________________________

Date: 2nd April 2023 _____________________

Name (please print): Ayush Prasad_______________________

Title: Branch President________________________________

Signed as a deed on behalf of 180 Degrees Consulting Motilal Nehru College Branch

Signature: _____________________________________________

Date: __________________________________________________

Name (please print): ___________________________________

Title: __________________________________________________

Signed as a deed on behalf of Pravah India

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Schedule A – The Services

The Services to be provided by the Branch to the Client will include, but are not limited
to:

a) Deck for Big Ticket program

b) Deck for Ocean in a Drop program

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