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RECORD BOOK FOR NEGOTIATION

SUBMITTED TO – SUBMITTED BY –
MS. KHUSHBOO MALIK 19213022
(ASST. PROF., SCHOOL OF LAW) 9BALLB (H)

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 Deed of Partnership

PARTNERSHIP AGREEMENT
Date: 20/02/2021
BETWEEN
Ms. Saumya Rai
AND
Mr. Shyam Krishan
AND
Ms. Arushikha Swami
AND
Ms. Mansi Singh

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This deed of partnership is made on 20th Day of February, 2021 between:
1. Saumya Rai, D/o of Mr. Sanjay Rai, residing at 9/4 Niti Khand 1, Ghaziabad, Uttar
Pradesh, 201014 hereinafter referred to as FIRST PARTNER.
2. Shyam Krishan, S/o of Mr. Rajeev Krishan, residing at 1903 KW Rajnagar Extension,
Ghaziabad, Uttar Pradesh, 201014 hereinafter referred to as SECOND PARTNER.
3. Arushikha Swami, D/o of Mr. Tijo Swami, residing at 903 Gulmohar Gardens
Rajnagar Extension, Uttar Pradesh, 201014 hereinafter referred to as THIRD
PARTNER.
4. Mansi Singh, D/o of Mr. Vayu Singh, residing at 278 Regal Shipra Suncity,
Indirapuram, Ghaziabad, 201014 hereinafter referred to as FOURTH PARTNER.

Whereas, the parties hereto have agreed to commence business in partnership and it is
expedient to have written instrument of partnership. Now this partnership deed witnesses
as follows:

1. BUSINESS ACTIVITY
The parties here to have mutually agreed to carry on the business of Furniture.

2. PLACE OF BUSINESS
The principal place of the partnership business will be situated at Marium Nagar GD
Road Ghaziabad, 201014

3. DURATION OF PARTNERSHIP
The duration of the partnership will be at will.

4. CAPITAL OF THE FIRM

Initially the capital of the firm shall be Rs. 50,00,000.

5. PROFIT SHARING RATIO

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The profit or loss of the firm shall be shared equally among all the partners and
transferred to partner’s current account.

6. MANAGEMENT
The First Partner of the firm shall be Managing Partner and he will look after all the day
to day transaction of the firm and any legal activities in the name of the firm and the
remaining partners shall co-operate to do so.

7. OPERATION OF BANK ACCOUNTS

The firm shall open a current account in the name of “Easy to go Furniture “ at any bank
and such account shall be operated by Saumya Rai and Shyam Krishan jointly as
declared from time to time to the Banks.

8. BORROWING
The written consent of all Partners will be required for the partnership to avail credit
facilities from any financial institution.

9. ACCOUNTS
The firms shall regularly maintain in the ordinary course of business, true and correct
accounts of all its transactions and also of all its assets and liabilities, the property books
of account, which shall ordinarily be kept at the firm’s place of business. The accounting
year shall be the financial year from 1st April onwards and the balance sheet shall be
properly audited and the same shall be signed by all the Partners. Every Partner shall
have access to the books and the right to verify their correctness.

10. RETIREMENT
If any partner shall at anytime during the subsistence of the partnership, be desirous of
retiring from the firm, it shall be competent from his to do so, provided he shall give at
least one calendar month notice of his intention of doing so. The remaining partner shall
pay to the retiring partner or his legal representatives of the deceased partner, the
purchase money of his share in the assets of the firm.

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11. DEATH OF PARTNER
In the event of the death of any partners, one of the legal representatives of the deceased
partner shall become the partner of the firm and in the event the legal representative show
their denial to point the firm, they shall be paid the part of the part of the purchase
amount calculated as on the date of the death of the partner.

12. ARBITRATION
Whenever there by any difference of opinion or any dispute between the partners the
partners shall refer the same to an arbitration of one person. The decision of the
arbitration so nominated shall be final and binding on all partners, such arbitration
proceedings shall be governed by Indian Arbitration Act, which is in force.

In witness whereof, this deed of partnership is signed sealed and delivered this 20 th Day
of February, 2021 at Marium Nagar, Ghaziabad :

FIRST PARTNER SECOND PARTNER

NAME: Saumya Rai NAME: Shyam Krishan

SIGNATURE: SIGNATURE:

THIRD PARTNER FOURTH PARTNER

NAME: Arushikha Swami NAME: Mansi Singh

SIGNATURE: SIGNATURE:

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WITNESS ONE WITNESS TWO

NAME: Richa Sharma NAME: Dhruv Sharma

SIGNATURE: SIGNATURE:

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Agreement of Transfer of Immovable Property

Transfer of Property
Date: 20/02/2021
BETWEEN
Ms. Saumya Rai
AND
Mr. Shyam Krishan

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 Agreement for Property

This Deed of Agreement for the property is executed at Marium Nagar on 20 th Day of
February 2021 between Ms. Saumya Rai D/o Mr. Sanjay Rai Hereinafter called the Party
No.1.
AND
Mr. Shyam Krishan S/o MR. Rajeev Krishan, hereinafter called the Party No.2.

The expression of the party No.1 & 2, wherever they occur in the body of this agreement
shall mean and include their respective heirs, legal representatives, successors,
administrators, executors, and assignees.
Whereas Party No.1 is the bonafide owner of 297 D REGAL SHIPRA SUNCITY
INDIRAPURAM with the freehold rights of the land under the said flat.
And whereas Party No.2 has agreed to purchase the said flat from Party No.1 at a
consideration of Rs.90,00,000.
AND WHEREAS Party No.1 admits that the said amount of Rs.90,00,000 is full and
final amount of Sale consideration against the said flat. The Party No.1 has represented to
party No.2 that the said flat is self acquired flat of party No.1 in which his/her heirs
successors, family members or anyone else have no right, title, interest or concern of any
nature whatsoever and as such Party No.1 is fully competent to enter into this agreement
and transfer his all the rights in favour of Party No.2 on the terms and conditions agreed
between the parties and are mentioned hereunder:-

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NOW THIS AGREEMENT FOR PROPERTY SALE WITNESSETH AS UNDER:

1. That the total and entire sale consideration amount of Rs.90,00,000 of the flat has been
received by party No.1 from Party No.2 vide separate legal receipt as per given details:-
2. Banker Cheque No.09284648283 Dated 20th Day of February 2021issued in the name
of Party No.1. And on the receipt of the said amount, the Party No.1 admits that nothing
remains due from Party No.2. The Party No.1, hereby admits and acknowledges the
receipt of the amount of Rs90,00,000 from Party No.2. Party No.1 will hand over the
vacant possession of the aforesaid flat to Party No.2.
3. That Party No.1 assures Party No.2 that the aforesaid flat is free from all sorts of
encumbrances such as prior sale, gifts, mortgage, litigation, disputes, stay orders,
attachments, notifications, acquisitions, charges, liens, sureties, securities, HUF, Benami,
ownership or any other registered or unregistered encumbrances and if this fact is found
otherwise as a result of which a part or whole of the aforesaid flat goes out from the
hands of Party No.2 then Party No.1 will indemnify the loss thus suffered by Party No.2.
4. That party No.1 has undertaken and agreed not to create any disputes or encumbrances
in respect of possession or ownership of the said flat in future.
5. That Party No.1 shall obtain permission from the competent authority for the sale of
this flat in her favour or in favour of her nominees and if the Party No.1 is unable to
obtain the requisite permissions he shall not be entitled to cancel or revoke the present
agreement.
6. That Party No.1 has also executed an irrevocable General and Special Power of
Attorneys in respect of the said flat in favour of Party No.2 and all these attorney Deeds
shall remain irrevocable in future, Party No.1 has also executed various other title
documents in favour of Party No.2 and all these documents namely, Will, Receipt,
Indemnity Bond etc. shall also remain irrevocable under all circumstances.
7. That Party No.1 admits its liability that in case of any encumbrances or in case the
allotment gets cancelled by the authorities concerned and they resume the ownership of
the said property on any account whatsoever then Party No.1 admits its liability to pay
the amount of Rs50,00,000 apart from interest and damages to Party No.2.
8. That Party No.1 will have no objection if Party No.2 transfer all rights vested in his
vide this Agreement for property to anyone else or gets the sale effected in his name or in
the name of his nominee.

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9. That Party No.1 shall not violate any of the terms and conditions of this agreement in
future failing which Party No.2 will have a right to enforce this agreement through a
competent court by a suit for specific performance or otherwise at the costs, risks and
consequences of Party No.1.
10. That the Party No.1 admits that he has been left with no rights, titles, interest or
concern of any nature whatever in the aforesaid flat.
11. That Party No.1 has also executed a General Power of Attorney in respect of the said
flat so as to conclude the sale after the registration of Conveyance Deed of the said flat in
his/ her favour or in favour of his/her nominee.
12. That in fact after receiving the entire sale consideration of Rs.90,00,000 from Party
No.2 and after Party No.2 has paid/deposited the entire balance consideration amount the
Party No.2 has not to do any other act except the same if conveyed by the Party No.1 as
such Party No.2 shall be entitled to get the conveyance Deed executed either from Party
No.1 or if permissible from authorities at any point of time and period of limitation shall
not be applicable in the transaction.
13. If there shall be any difference or dispute between the parties on any matter arising
hereunder, the same shall be referred to arbitration of Shri Ram Kapoor whose award
shall be final, and binding on the parties. The arbitration under this clause shall be
deemed to be arbitration under the Arbitration and Conciliation Act, 1996 or any
statutory modification thereof for the time being in force
14. That the Party No.1 admits that this sell deed shall remain irrevocable and Party No.1
shall not revoke or cancel the same in future in any circumstances.
IN WITNESS WHEREOF both the parties have signed this agreement in the presence of
the following witnesses:

WITNESS ONE WITNESS TWO

NAME: Ayush Sharma NAME: Swati Singh

SIGNATURE: SIGNATURE:

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Employer Employee Agreement

Transfer of Property
Date: 20/02/2021
BETWEEN
WIPRO Co. Ltd
AND
Mrs. Saumya Rai

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 Employment Contract

Employment Contract

This contract, dated on the 20th Day of February 2021 is made between WIPRO and
Saumya Rai of Ghaziabad, Uttar Pradesh. This document constitutes an employment
agreement between these two parties and is governed by the laws of state.

Whereas the Employer desires to retain the services of the Employee, and the Employee
desires to render such services, these terms and conditions are set forth.

In consideration of this mutual understanding, the parties agree to the following terms
and conditions:

1. Employment
The Employee agrees that he or she will faithfully and to the best of their ability carry out
the duties and responsibilities communicated to them by the Employer. The Employee
shall comply with all company policies, rules and procedures at all times.

2. Position
As a [job title], it is the duty of the Employee to perform all essential job functions and
duties. From time to time, the Employer may also add other duties within the reasonable
scope of the Employee’s work.

3. Compensation
As compensation for the services provided, the Employee shall be paid Rs. 80,000 p.a
and will be subject to a(n) [quarterly/annual] performance review. All payments shall be
subject to mandatory employment deductions (State & Federal Taxes, Social Security,
Medicare).

4. Benefits
The Employee has the right to participate in any benefits plans offered by the Employer.
The employer currently offers 2 paid leaves per month, Life Insurance, Medical
Insurance, Accident Benefits . Access to these benefits will only be possible after the
probationary period has passed.

5. Probationary Period
It is understood that the first [time frame] of employment constitutes a probationary
period. During this time, the Employee is not eligible for paid time off or other benefits.

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During this time, the Employer also exercises the right to terminate employment at any
time without advanced notice.

6. Paid Time Off

Following the probationary period, the Employee shall be eligible for the following paid
time off:
 [length of time for vacation]
 [length of time for sick/personal days]
 Bereavement leave may be granted if necessary.

The employer reserves the right to modify any paid time off policies.

7. Termination
It is the intention of both parties to form a long and mutually profitable relationship.
However, this relationship may be terminated by either party at any time provided prior
to 15 days of giving a written notice to the other party.

The Employee agrees to return any Employer property upon termination.

8. Non-Competition and Confidentiality

As an Employee, you will have access to confidential information that is the property of
the Employer. You are not permitted to disclose this information outside of the Company.

During your time of Employment with the Employer, you may not engage in any work
for another Employer that is related to or in competition with the Company. You will
fully disclose to your Employer any other Employment relationships that you have and
you will be permitted to seek other employment provided that
(a.) it does not detract from your ability to fulfill your duties, and
(b.) you are not assisting another organization in competing with the employer.

It is further acknowledged that upon termination of your employment, you will not solicit
business from any of the Employer’s clients for a period of at least [time frame].

9. Entirety
This contract represents the entire agreement between the two parties and supersedes any
previous written or oral agreement. This agreement may be modified at any time,
provided the written consent of both the Employer and the Employee.

10. Legal Authorization

The Employee agree that he or she is fully authorized to work in India and can provide
proof of this with legal documentation. This documentation will be obtained by the
Employer for legal records.

11. Severability

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The parties agree that if any portion of this contract is found to be void or unenforceable,
it shall be struck from the record and the remaining provisions will retain their full force
and effect.

12. Jurisdiction
This contract shall be governed, interpreted, and construed in accordance with the laws of
Indian Contract Act 1872.

In witness and agreement whereof, the Employer has executed this contract with due
process through the authorization of official company agents and with the consent of the
Employee, given here in writing.

___________________________________
___________________________
Employee Signature Date

___________________________________
___________________________
Company Official Signature Date

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Lease Agreement

Lease Agreement Date: 20/02/2021

BETWEEN
Shyam Krishnan
AND
Richa Sharma

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 LEASE AGREEMENT

This Lease Agreement is entered into on 20th Day of February 2021, by and between:

LESSOR:
Shyam Krishan
1903 KW Apartment Rajnagar Extension

LESSEE:
Richa Sharma
297 D regal Shipra Suncity Indirapuram Ghaziabad

PROPERTY:
The lessor agrees to lease to the lessee, and the lessee agrees to lease from the lessor, the
following described real property.
A Commercial Building at B-22, Jangpura Extension, New Delhi.

TERM:
The term of this lease shall be for 10 years commencing on 22.10.2023 and ending on
22.10.2033.

RENT:
The lessee agrees to pay rent in the amount of 100000/- per annum.
Rent payment shall be made on or before the 15th of each month.
Rent payment shall be made by cash payment.
SECURITY DEPOSIT:

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The lessee shall provide a security deposit of 50000/- upon execution of this Agreement.
The deposit shall be refunded within 15 days after the termination of this lease, less any
deductions for damages or unpaid rent.

UTILITIES:
The lessee is responsible for all utilities, including furnitures of the Building, unless
otherwise specified in writing by the lessor.

USE OF PROPERTY:
The Property shall be used solely for residential purposes. The lessee shall not engage in
any illegal activities on the premises.

MAINTENANCE:
The lessee is responsible for routine maintenance, and the lessor is responsible for
structural repairs and maintenance.

TERMINATION:
Either party may terminate this lease with written notice of 30 days before the intended
termination date.

DEFAULT:
If the lessee fails to pay rent or breaches any other terms of this Agreement, the lessor
may take legal action.

GOVERNING LAW:
This Agreement shall be governed by Transfer of Property Act, 1882.

IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement as of
the date first above written.

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Name of Lessor:
Sign:

Name of Lessee:
Sign:
Date:

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Sponsorship Agreement

Sponsorship Agreement Date: 20/02/2021

BETWEEN
Shyam Krishnan
AND
Ms. Deeya Sharma

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Background
This Sponsorship Contract is made and entered on 20th Day of February 2021 into and
Between, Shyam Krishan, hereafter referred to as ‘Sponsor’ having its principal place of
business at Marium Nagar GD Road , and; Deeya Sharma, hereafter referred to as ‘
Sponsee’ having its principal place of business at 297 D Regal Shipra Suncity
Indirapuram Ghaziabad. Both the Sponsor and the Sponsee shall be collectively referred
to as "Parties" and individually as "Party".

WHEREAS the Sponsee is in requirement of a sponsorship fee for PROJECT- Har Ghar
Bijli which is executed by Sponsee in collaboration with the LIGHT FOUNDATION.

AND WHEREAS the Sponsor agrees to sponsor the Project by giving an amount of Rs.
50,000/- in exchange for certain rights to be granted in connection with the Project.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the Parties hereby agree as follows:

Terms and Conditions

1. Term
The term of this Contract shall commence on the Effective Date and shall terminate on
20th Day of March 2021.

3. Grant of Rights
Subject to payment by the Sponsor of the sponsorship fee, the Sponsee grants the
following rights to the Sponsor in connection with the Project during the term of this
Contract:

1. The Sponsor shall receive the right to use the Sponsee's intellectual property
such as logos or trademarks to sell or promote its products or services
2. The Sponsor shall be named in all press releases for the Project

3. Sponsorship Fee
The Sponsor has agreed to pay a sum of Rs 35000/-
5. Exclusivity
The Sponsee represents and warrants that it shall not onboard any other companies as the
sponsor of the Project whose products or services are competitive to the Sponsor's
products or services.
6. License

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The Sponsor grants the Sponsee a non-exclusive limited license to use its intellectual
property in promoting or advertising the Project, including logos, trade names, and other
brand trademarks (each, a "Sponsor Trademark(s)"). The Sponsee agrees to obtain the
written approval before the use of such Sponsor Trademarks.
7. Intellectual Property Rights
All Sponsor Trademarks provided to the Sponsee shall remain the exclusive property of
the Sponsor, and the Sponsee has no intellectual property rights in those trademarks.
8. Representations and Warranties
1. Both Parties represents and warrants that they have all the rights, power, and
authority to enter into this Contract;

2. The Sponsee shall comply with all the applicable laws;

3. The Sponsee warrants that it has all the licenses, permits, or other
authorizations necessary to conduct the Project;

9. Indemnification
The Sponsee agrees to indemnify and hold harmless the Sponsor, its respective affiliates,
employees, and permitted successors and assigns against any losses, claims, damages,
penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever
kind or amount, which result from the negligence of or breach of this Contract by the
Sponsee.
10. Confidentiality
During the term of this Contract, the Sponsee shall share discrete information related to
the Project which includes but is not limited to sponsorship plan, packages, products, etc.
The Sponsor shall also share confidential information related to its products or services to
the Sponsee. Such information is deemed confidential, and both Parties shall not disclose
any of the shared information, at any time to third parties, without the written consent of
the concerned Party.
11. Termination
This Contract may be terminated by either Party as follows:
 Upon 10 days prior written notice to the other party, from the stipulated
termination date, with or without cause;
 Upon the breach of any terms mentioned herein the Contract;
 Upon the completion of the Project.
12. Non-Waiver
No delay or failure by either party to perform their obligations under this Contract, and
no partial or single performance of the obligations contained herein, shall constitute a
waiver of that or any other terms and conditions under this Contract.
13. Relationship of Parties
Neither Party in the execution of this Contract shall establish any partnership, joint
venture, or employment relationship. Furthermore, it is understood and agreed that the
Sponsee herein is an independent contractor.
14. Insurance

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Both Parties shall obtain and maintain all insurance coverages required by federal or state
law during the term of this Contract, and upon request shall provide proof of such
insurance to the other party.
15. Arbitration
In the event of any dispute arising in and out of this Contract between the Parties, it shall
be resolved by Arbitration. There shall be sole Arbitrator which shall be appointed by
both the parties mutually. The place of Arbitration shall Delhi and Seat shall be Delhi.
The Arbitrators’ decision shall be final and will be binding upon both Parties.
16. Miscellaneous
1. Assignability: Neither Party may assign this Contract or the rights and
obligations thereunder to any third party without the prior express written
approval of the other Party which shall not be unreasonably withheld.

2. Notices: Any notice required or permitted by this Contract shall be in writing

and delivered by certified mail or courier to the mentioned addresses of the
Parties respectively. The Party sending the notice shall bear the cost incurred.

3. Force Majeure: Neither Party shall be liable for any failure in performance of
the obligations under this Contract due to cause beyond that Party's reasonable
control (including and not limited to any pandemic, fire, strike, act or order of
public authority, and other acts of God) during the pendency of such event.

4. Modification: No modification of this Contract shall be made unless in

writing, signed by both Parties.

5. Severability: If any term, clause, or provision hereof is held invalid or

unenforceable by a court of competent jurisdiction, all other terms will remain
in full force and effect, until the contract termination.

6. Governing Law and Jurisdiction: This Contract shall be governed following

the Indian Contract Act, 1872.

7. Entire Contract: This Contract constitutes the entire understanding of the

Parties, and revokes and supersedes all prior contracts between the Parties,
and is intended as a final expression of their Contract. It shall not be modified
or amended except in writing signed by the Parties hereto and specifically
referring to this Contract. This Contract shall take precedence over any other
documents which may conflict with this Contract.

In Witness thereof, the Parties signing this Contract represent and warrant that they are
duly authorized and have the legal capacity to execute and deliver this Contract.

Name of the Sponsor:

Sign:
Name of the Sponsee:
Sign:

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 Sponsorship Agreement

Sponsorship Agreement Date: 23/09/2021

BETWEEN
Health Innovations, Pvt. Ltd.
AND
Equity Labs, Inc

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THIS LICENSE AGREEMENT (“Agreement”) is entered into as of September 23,
2021 (the “Effective Date”), by and between Health Innovations, Pvt. Lyd. having a
place of business Sector 62n Noida, India (“LICENSOR”, as that term is further defined
below), and Equity Labs, Inc., having place of Business at Jangpura, New Delhi
(“LICENSEE”, as that term is further defined below) (LICENSOR and LICENSEE are
sometimes referred to herein individually as a “party” and collectively as the “parties”).
BACKGROUND

A. LICENSOR engages in the research and development of proprietary

products for the cosmetic and medical industries, and owns a product
intended for the treatment of acne.

B. LICENSEE manufactures and markets personal care and nutritional care

products, and desires to license such intellectual property related to the
acne product on the terms and conditions of this license.

In consideration of the foregoing, the mutual covenants contained in this Agreement, and
for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1. Definitions. Capitalized terms not otherwise defined herein shall have the
respective meanings given to them below:
“Affiliate” of a party shall mean any corporation or other business entity controlling,
controlled by, or under common control with such party.
“Bankruptcy Event” means that, with respect to an entity, such entity shall (a) make a
general assignment for the benefit of creditors or an agent authorized to liquidate its
assets, (b) become the subject of bankruptcy or insolvency proceedings or other
proceedings for relief under any bankruptcy or other law for the relief of debtors, where,
with respect to an involuntary petition in bankruptcy, the petition shall not have been
stayed within sixty (60) days, (c) apply to a court for the appointment of a receiver or
custodian for substantially all of its assets or properties, with or without consent, and such
receiver is not discharged within sixty (60) days after appointment, or (d) adopt a plan of
complete liquidation of its assets.
“Know-How” means the step-by-step instructions for chemical formulation and mixing
process (approximately two pages in content) necessary to produce the Licensed Product.
“Licensed Product” means the acne product category for all Nitric Oxide products
developed by Licensor for the Acne category.

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“Licensor Intellectual Property” means the Know-How, research, and other intellectual
property rights and tangible embodiments thereof (in whatever form or medium) which
relate to Licensed Product.

“Statement of Work” shall be reasonable instructions given by Licensor to Licensee,

from time to time, in addition to specifications and quality standards that Licensee is
required to adhere to under this Agreement

2. .Exclusive License Grant. Licensor grants to Licensee an exclusive, world-

wide right and license to use the Licensed Product and the Licensor Intellectual
Property to manufacture, have manufactured and sell the Licensed Product,
provided that the Licensed Product is manufactured in accordance with the
specifications and quality standards submitted or approved by Licensor. Such
approvals of standards and specifications may not be unreasonably withheld.
3. Royalty. Licensee shall pay Licensor a ** royalty of all gross profit from the
sale of any products sold by Licensee using Licensor Intellectual Property or
from the sublicense of the rights granted hereunder. Gross profit is defined
under this agreement as total top line revenue minus the 1.Cost of Goods Sold
and the 2.Cost of Sales. Cost of Goods Sold includes Cost of Raw Materials,
Packaging and Product Displays, Labor, Blending, Filling, Product Shipping
Costs, Warehousing Costs, Product Liability Insurance, and any Financing
Costs affiliated with the COGS (Factoring or lines of Credit). Cost of Sales
include Direct Cost of Sales, Merchant Account Fees, Software Development
and Hosting, Commissions and Payments to Salespeople and outside
representatives, Brokers, Internet Affiliates, Advertising Costs, Search Engine
Optimization Programs and Affiliates, and all outside parties required to
generate sales on the Internet and Retail Sales. Gross receipts are defined under
this Agreement as total product sales before reduction for returns and
allowances, trade discounts, or any and all other sales credits. Costs that will
not be deducted from the Gross Profit Calculations for Royalty payments are
General Overhead, Managers Salaries, Travel Expenses, Office Rent,
Accounting Fees, Legal Fees, Distributions, Meals and Entertainment, Auto
Expenses, and Phone Expenses. At the end the original of 12 month period,
Licensor has the right to request an evaluation of the Gross Profit calculation
and the parties may make any mutually agreed upon adjustments to the
methodology utilized in the calculation by written consent of both parties.
4. Payment of Royalty. Licensee shall provide Licensor with quarterly written
reports within fifteen (15) days after the end of each calendar quarter during the
term of this Agreement, stating in each such report the number and description
of Licensor products sold.
5. Quality Controls. Licensor shall have the right to and shall control the nature
and quality of Licensed Product. Licensor shall work with Licensee with
respect to the manufacture of the Licensed Products. Licensee shall not
manufacture or sell the Licensed Products until Licensor has given its approval
in writing, for the Licensed Products. Such approval shall be in a timely

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 manner and not unreasonably withheld. In addition, to assure itself that the
Licensed Product as sold by Licensee complies with Licensor’s specifications
and quality standards, including Statement of Work, upon reasonable notice,
Licensor shall have the right at all reasonable times during normal business
hours to inspect the Licensed Products and to inspect the facilities and the
methods of manufacturing the same; and, at its cost, Licensee shall send to
Licensor or through its designated representative, reasonable quantities of
random production samples of the first production run of the Licensed Products
and thereafter shall send random production samples as Licensor may
reasonably request from time to time. Licensee shall correct to Licensor’s
satisfaction any deficiencies in the nature or quality of the Licensed Products
according to instructions provided by Licensor.

6. Confidentiality:-
Confidential and Proprietary Information: Licensor Obligations with Respect to
Licensee Confidential Information. Licensor agrees to hold all confidential
information of Licensee and its Affiliates, including without limitation, any
information relating to Licensee’s and its Affiliates’ business operations, price
lists, manufacturing data, marketing information strategies, customer or product
lists, research and development information and all other information disclosed by
Licensee or its affiliates to Licensor (“Licensee Confidential Information”), in
strict confidence and not to use any of the foregoing commercially for its own
benefit or that of anyone else nor for the purpose of developing or improving a
product or method for anyone except Licensee.

7. Term and Termination

The term of this Agreement began on the Effective Date and shall remain in effect
subject to the provisions set forth in this Agreement; provided, however, that the
Term shall end

(i) upon one of the events of termination set forth in the Section 10(b),

(ii) (upon Licensee’s written notice to Licensor, or

(iii) upon the mutual consent of the parties hereto.

8. Dispute Resolution; Governing Law; Injunctive Relief:

Arbitration. The laws of the State of India shall govern the application and
interpretation of this Agreement in all respects and aspects. Any controversy or
claim arising out of or relating to performance of any part of this agreement, or
breach thereof, shall be settled by arbitration in accordance with the rules of the
Arbitration and Concilliation Act, 1996, unless otherwise agreed by both parties.

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IN WITNESS WHEREOF, the parties enter into this Agreement effective as of the
Amendment Effective Date.

LICENSOR:
Sign:
LICENSEE:
Sign:

ARBITRATION AGREEMENT

ARBITRATION AGREEMENT Date: 23/09/2021

BETWEEN
Krish Agarwal
AND
Arushikha Swami

28
This Mutual Arbitration Agreement is entered into and by and between Krish Aggarwal ,
and the undersigned Arushikha Swami as on 23.09.2021 of the date of Employee’s
signature below.

As a condition of employment, or continued employment, with Employer or its

subsidiaries or affiliates, and in order to avoid the burdens and delays associated with
court actions, the undersigned Employee and Employer voluntarily and knowingly enter
into this Mutual Arbitration Agreement :

(a) Except as provided herein, Employee and Employer, on behalf of their successors,
affiliates, heirs, and assigns, both mutually agree that any and all disputes and claims
between them, including those concerning the Employee’s employment with Employer
and any separation therefrom, and extending to including claims by Employee against
Employer’s subsidiaries, affiliates, directors, agents, or employees shall be exclusively
determined by final and binding arbitration before a neutral arbitrator as described herein,
and that judgment upon the arbitrator’s award may be entered in any court of competent
jurisdiction. Claims subject to arbitration under this Arbitration Agreement include,
without limitation, any claims for discrimination, retaliation, harassment; overtime,
wages, benefits, or other compensation; any breach of express or implied contract;
violation of personal injury; public policy; and other tort claims including fraud
defamation, and emotional distress. Except as otherwise expressly provided herein,
Employer and Employee voluntarily waive any and all of their rights to trial in a court of
law before a judge or before a jury on all claims between them.

(b) The only actions and disputes excluded from this Arbitration Agreement are:

(i) claims by Employee for workers’ compensation or unemployment benefits;

(ii) claims by Employee for benefits under an Employer program or plan or that provides
its own process for dispute resolution;

(iii) claims by Employer or Employee for injunctive or declaratory relief concerning

confidentiality, non-solicitation, non-competition, or similar obligation;

29
(iv) any other claim which by law cannot be subject to an arbitration agreement; and

(v) actions to enforce this Arbitration Agreement, compel arbitration, or enforce or vacate
an arbitrator’s award under this Arbitration Agreement. Such actions are to be governed
by the Federal Arbitration Act, and the law of the state of India, both of which the parties
agree shall apply to and govern this Arbitration Agreement and its enforceability. To the
extent, there is any conflict between federal and Indian law, Indian law shall control.

By agreeing to submit claims to binding arbitration, the aforementioned Employee does

not waive his or her right to file an administrative complaint with the appropriate agency,
but does knowingly and voluntarily waive his or her right to file, or seek or obtain relief
in, a civil action of any nature seeking recovery of money damages or injunctive relief
against Employer, except as described above.

By signing this Arbitration Agreement, Employee acknowledges that he or she is

knowingly and voluntarily waiving the right to file a lawsuit or other civil proceeding
relating to Employee’s employment with Employer as well as the right to resolve
disputes in a proceeding before a judge or jury, except as described above. Employee
further acknowledges and agrees that this Arbitration.

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 NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT Date: 20/09/2021

BETWEEN
Ambuja Co. Ltd.
AND
Shyam Krishnan

31
This non-disclosure agreement is dated 20th Day of September, 2021 and is entered into
by and between: Ambuja co. Ltd AND Shyam Krishan ,

Wherever the context requires, the Party disclosing the confidential information shall be
referred to as the “Disclosing Party” and the Party receiving the confidential information
shall be referred to as the “Receiving Party”.

Whereas:

A. Party 1 is Employer and Party 2 is Employee.

B. The Parties wish to collaborate and enter into discussions for the purpose of
Employment and wish to keep such discussions confidential. Now therefore, in
consideration for the mutual promises and covenants set forth herein, the Parties agree as
follows:

1. “Confidential Information” shall mean and include all non-public information, written
or oral, disclosed, directly or indirectly, through any means of communication or
observation (including oral, graphic, written or electronic form) by the Disclosing Party
or any of its affiliates or representatives to or for the benefit of the Receiving Party from
the Effective Date, irrespective of whether such information:

(a) has been specifically marked as “confidential” at the time of disclosure;

(b) is treated as proprietary information by the Disclosing Party; or

(c) is owned or developed by the Disclosing Party.

2. Confidential Information shall include any financial, business, proprietary or technical

information of the Disclosing Party.

3. All such Confidential Information shared under this Agreement shall be used by the
Parties exclusively for the Purpose and neither Party shall disclose or otherwise use the
Confidential Information for any other purpose or in any other manner without the prior
written approval of the Disclosing Party.

4. The Confidential Information shared under this Agreement may be disclosed by the
Receiving Party to other employees on a need to know basis, with written consent from

32
the Disclosing Party, in connection with the Purpose, and who shall protect the
Confidential Information in accordance with the terms of this Agreement.

5. The Receiving Party shall protect the Confidential Information in the same manner as
it would protect its own confidential information.

6. The Receiving Party agrees not to issue or release for publication any articles or
advertising or publicity matter relating to this Agreement which mention or imply the
name of the Disclosing Party any of its affiliates, or subject matter hereof, unless prior
written consent is granted by the Disclosing Party subject only to Clause

7. The Receiving Party shall make such amendments to any such press release or public
statement as are reasonably requested by the Disclosing Party.

8. No transfer of intellectual property right either by way of assignment or license is

either granted or implied by the disclosure of Confidential Information to the Receiving
Party. The fact that Confidential Information is disclosed to the Receiving Party shall not
be deemed to constitute any representation, warranty or inducement by the Disclosing
Party of any kind with respect to the Confidential Information, including without
limitation, which such use will not infringe on intellectual property rights of any third
party.

9. The Receiving Party shall, upon the request of the Disclosing Party or upon the
termination of this Agreement, return to the Disclosing Party all Confidential
Information, including drawings, documents, reports and other tangible manifestations of
Confidential Information received by the Receiving Party pursuant to this Agreement,
together with all copies and reproductions thereof.

10. This Agreement shall be effective as of the Effective Date and shall terminate on the
delivery of written notice of termination from either Party; provided, however, that the
obligations of the Receiving Party under this Agreement shall remain in effect for a
period of 3 years from the date of termination.

12. This Agreement shall be governed and construed in accordance with the laws of
India. The competent courts at India shall have the sole and exclusive jurisdiction over
any dispute that arises in relation to this Agreement.

13. The Partner represents and covenants that its performance of this Agreement does not
and will not breach any agreement it has entered into or will enter into with any third
party. The Partner agrees not to enter into any written or oral agreement that conflicts
with the provisions of this Agreement.

14. The individuals executing this Agreement represent and warrant that they are
empowered and duly authorized execute this Agreement on behalf of the parties they
represent. Each Party represents and warrants to the other Party that it is authorised to

33
execute this Agreement and is competent to discharge the obligations under this
Agreement.

15. Nothing in this Agreement will be construed to create a partnership, joint venture,
franchise, fiduciary, employment or agency relationship between the parties. Neither
Party has any express or implied authority to assume or create any obligations on behalf
of the other or to bind the other to any contract, agreement or undertaking with any third
party.

16. If any provision of this Agreement shall be held by a court of competent jurisdiction
to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force
and effect.

17. This Agreement contains the full and complete understanding of the parties with
respect to the subject matter hereof, and supersedes all prior representations and
understandings, whether oral or written.

This Agreement may be amended only in writing by mutual agreement of the Parties.

IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the

Name of the Employer:,

Sign:

Name of the Employee:m

Sign:

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