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CONSULTANCY AGREEMENT
“This Consultancy Agreement is made and entered into on 2" March 2024 by an
Private Limited, « company Incorporated under the Companies Act 2013 of India (“Private LPD"), having its
registered office at First Floor, ‘Sal ‘Tower’, No. 46 ( Old No. 370), Arcot Road, Kodambakkam,
Chennai, ‘Tamil Nadu, India - 600024 and Mr, Suresh Kumar E son of Mr, Elumalai D isa person having a
igalpat, India and PAN: AEKPE8973N (“Field
between Varahe Analytice
permanent address at 27, Jeevanantham street, Cl
Associate Consultant "),
ial services of the Consultant and the
Whereas the Company is interested in engaging the profes
Consulkant is willing to offer services as an independent consultant/contractor the Company has agreed to
‘use the services of the Consultane 2s per the terms mentioned hereunder.
“The parties agece as follows:
1. SERVICES
Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant, and
the Consultant accepts such engagement, o perform the services including, but not li
ited to, research,
analysis, conduct field studies, create content, develop products, provide insights and strategies, manage
projects and vendors, oversee operations at varied, multiple locations, to be allocated to the Consultant by.
Company throughout the term of this contract, hereto referred as the “Services”
2, PERFORMANCE OF SERVICES
2.1. Performance Standards. Consultant shall diligently perform the Services in accordance with the
terms and conditions of this Agreement, including any specifications provided and policies created
subsequently by the Company. Consultant shall perform the Serviees in aceordance with the terms of
this Agreement, time and milestones indicated by Company from time to time. Time is ofthe essence
for the performance of the Services and other obligations by Consultant under this Agreement.
2.2. Pre-screening and verification. The Consultant acknowledges and consents that the Company
shall have the right to investigate the consultant's qualifications either direetly or through a
third-parcy agency. In the event that any of the Consultant's representations are found to be untrue,
the Company reserves the right to immediately terminate this Agreement.
Vacant!
Gone eae Sasi Meee nonin eco omen meme eee TortConuiltant. ‘The Conutant shall provide the services tn accordance with Company's values, ethical
wultane from,
and technical standatds, policies anit procedures developed and intimated to the Co
Juice to any policy, the Consultant shall not seek, accept or give
time to thine, Without p
any person, with a promise to seck, accept or grant
uatification, monetary of otherwise from or
any favor, the opportunity of auch secking oF granting a favor having arisen In connection aith the
ies fr the Company. The Consultane shall not seek, accept or grant any favor from
Consultant's Se
Jer the influence of an offer of monetary or
nner, whether of Hot 0
for to any petuon in any
non monetary gratification, the opportunity of seeking, aecepeing or granting that favor having arisen
‘ervices for the Company.
fn connection with the Consultant's §
|. Company Materlals, Any materials provided by Company to Consult
Company will own these materials as well as any derivatives or improvements of
these materials developed or derived by C Juding all intellectual property rights therein
(*Company Materials"), and Consultant hereby assigns all such rights in the Company Materials co
Company. ‘The consultant will treat the Company materials as Company's confidential information
(as defined in clause 5 of this Agreement)
2.5, Leave. Consultant shall be entitled to a
it are to be used solely to
perfivens the Services,
wuleant
leave during the term of this Agreement as provided for in
the Company’s policies and procedures.
3. CONSIDERATION
3.1. Compensation. The company will pay INR 35,000/-(Thirty Five Thousand Rupees only) payable
monthly, each month, as compensation for the services provided by the Consultant
(“Compensation”).
3.2. Revision. The Company reserves the right, as pare of its annual performance evaluation process, £0
modify the Consultant's compensation in light of the Consultant's peeformance.
3.3. Incen
incentive based on the Consultant's performance on a yearly basis
3.4, Taxes. All payments made by the Company shall be subject to deduction of any taxes as required
‘The Company may, in its sole discretion, determine and pay the Consultant, monetary
under law.
4, ‘TERM AND TERMINATION
4,1, Term, This Agreement will commence on 4'* March 2024 (the “Effective Date”) and shall
continue to remain valid sill 15" May 2024 (the “Closure Date”) unless otherwise terminated in
accordance with this Clause 4
4.2. Renewal. The Company and the Consultant may renew this Agrecment on mutually agreeable
terms 30 days prior to the completion of the Agreement. If this Agreement is not renewed by the
Closure date it shall cease to exist from that date.
4.3, Termination. Either party may terminate this Agreement without cause by giving the other party 30
days prior written notice of such termination. Additionally, the Company may terminate this
Agreement immediately and without prior notice
4.3.1. iFany representations and warranties of the Consultanc turn out to be false; orCRE dhaitng dhe Deed Peek ter mentored oe
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pgrrement and wach breaches wherever caput of being carn tn the
4422. Consciunt wil recum eo Company any amount paid to Consultant a
Sexvice Fess that is not owed agains Services then performed,
45. Remam of Materials, Upon che ceminution of this 4 2. o¢ upon Company's catlice request,
(Consulsant will deiver ro Company all Company Materials and Confidential Information that aren.
Consultant's possession or control.
5. CONFIDENTIALITY
5.1. Definition. “Confidensial Information” means this Agreement and any information that relates to
the actual or anticipated business and/or produces, research or development of Company ot its
affiliates, or to Company's or its afiliates’ technical data, trade secrets, or know-how; including, but
not limited t0, research, product plans, or other information regarding Company's or its affiliates’
products or services and markets thereof, client/customer lists and clients/customers (including, but
zt limited to, clients/eustomers of Company on whom Consultant called of with whom Consultant
became acquainted during che term of this Agreement), software, developments, inventions,
processes, formulas, technology; designs, drawings, engineering, hardware configuration information,
sr business information disclosed by Company or its affiliates, either
marketing, finances, and ot
directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, ot
other property of Company or its affiliates. Notwithstanding the foregoing, Confidential
Information shall not include any such information which Consultant can establish.
5.1.1. was publicly known or made generally available prior to the time of disclosure to
Convuleant; oF
5.1.2. becomes publicly known or made generally available afte disclosure to Consultant through
no wrongful action or inaction of Consultant; or
5.1.3. isin the rightful possession of Consultant, without confidentiality obligations, ac the time ofJactinone ac own by Consultant’ then eontemporanenue written records
onsuileane will hod ie
SL Names ant Noo atischaaure Daring and after the erm of this Agreement
amt take all reasonable precautions to prevent any unauthorized ase oF
nation, and Consultant will not
J) otsemation for any: purpasse whatsoever other than as necessary fo
pectemunse of the Sersises to the Company;
‘Sgential Information to any
secosusy fir the perfismmance of the Services and to the minimur
Seniecs oF t0 any third party without the prior written consent of an authorized
Company. Consultant may disclose Confidential Information to the
dividual except to such of its employees as
Je necessary to
cosentative of the
Sled by applicable law, provided, prior to such disclosure, Consultane shall
prose poor written notice co Company and sock a protective order or such similar
Consultant agrees that no
cooddendial protection 2s may be available under applicable law.
sal Information is conveyed to the Consultant, Without limiting the
ssoins, Consultant shall not use or disclose any Company property, trade secrets or other
propHsarr know-how of Company to invent, author, make, develop, design, or otherwise
‘entble ochers £0 invent, author, make, develop, or design identical o¢ substantially similar
desgns as those developed under this Agreement for any third party.
5.2.3. Con sill deliver to che Company all copies of Confidential Information in
Ge: % possession or control upon the earlier of a request by the Company or
cermination of this Agreement for any reason
Other Client Confidential Information. Consultant agrees that Consultant will not improperly
ese, disclose, of induce Company to use any proprietary information or trade secrets of any former oF
employer or any former or current client/eustomer of Consultant or other person or
which Consultant has an obligation co Keep in confidence. Consultant also ageees thae
(Consslcant will not bring onto Company’s premises or transfer onto Company's technology systems
xy software, document, proprietary information, or tade secrets belonging to any third party unless
Eisclosare to, and use by, Company has been consented co in writing by such third party.
54. Third Party Confidential Information. Consultant recognizes that Company has received and, in
the fsture, may receive from third partis their confidential or proprietary information subject t0 a
ity of such information and to use it only for
1s during the term of this Agreement and
duty on Company's part to maintain the confidenti
certain limited purposes. Consultant agrees that at all ti
thereafter, Consultant owes Company and such third parties a dury to hold all such confidential or
proprietary information in the strictest confidence and not to use i or to disclose it to any third party
‘xcept 2s necessary in performing the Services for Company consistent with Company's Agreement
ich third party.
5.5. No Publicity. The Consultant agrees with the values and ethos of the Company whereby the
Company doesn’t engage in the publicity of its work or the work of its present and past employees
“The Consultant agrees to not publicize any information related to the Company for any purpose
other than those below, The Consultant is free to use details such as those relating to their work,
wits
8des
ation, work expeticnce in resumes, ih the course of Interviews with fucute employers, or any:
application for employment, education and scholarship, However, the
ant shall noe dicectly
bor indirectly engage with third pattics, participate in the produc
es panies, pariclp p
rovide comments (whether
on ot off the record), oF release any news report, research report, public announcen
advertisement, or publi
(including online content, blog posts, research papers or articles)
conceming engagement with the Company, any Confidential Information, this Agreement, ies
contents, of a byproduct of the Services rendered under this Agreement, without the prior written
approval of the Company. The Consul
unt agrees to not share incorrect information regarding, details
about their work on external platforms, The Consultant shall eontact the Company to clarify any
doubts before putting up details of the Consultant's Services in relation to future employment or
education, The Consultant shall contact the Company if the Consultant is ever contacted by any
third party (such as those from media) for assistance and guidance on dealing with such inform:
requests.
NON-DISCLOSURE
Non-Disclosure Agreement The Consultant agrees to execute a non-disclosure Agreement (NDA)
with the Company within 1 (one) day from the date signature of this Agreement. The preceding
terms and the NDA shall govern the confidentiality and non- disclosure obligations of the
‘Consultant during and after the term of this Agreement. The preceding terms and the NDA shall be
read harmoniously to give effect to the strictest standards of confidentiality and non-disclosure to be
abided by the Consultant.