SERVICE AGREEMENT

THIS AGREEMENT is made on 24th day of June, 2017 at Hyderabad.

BY AND BETWEEN

M/S TAISUN POWER PVT. LTD., having its registered address at Plot 215, Road no.
72, Prasasan Nagar, Jubilee Hills, Hyderabad- 500033 (hereinafter referred to as the
‘CLIENT’ OR “FIRST PARTY” which expression shall, unless repugnant to or
inconsistent with the context, mean and include its Successors, Directors, Partners,
Promoters, Legal Representatives, Legal Heirs in case of any insolvency and other
legal disputes of the previous Parties and assigns) of the ONE PART.

AND

HECTOR ENERGY SOLUTION PRIVATE LIMITED, having its registered office at H

No: 11-9-49 FlatNo:403, Road No:1, Lakshmi Nagar Colony, Kothapet Hyderabad-
500035 (hereinafter referred to as ‘‘SERVICE PROVIDER’ or “SECOND PARTY” which
expression shall unless repugnant to the context or meaning thereof be deemed to
mean and include his/her heirs, successors, legal representative, executors and
administrators and permitted assigns) of the OTHER PART;

These entities collectively referred to as "Parties" and individually referred to as

"Party" to this Agreement.

WHEREAS the Service Provider, engaged in the business of steam and hot water
supply, amongst other services, is recognized as a purveyor in the aforementioned
domain.

WHEREAS the Client manifests a desire to avail the services of the Service Provider,
and the Service Provider, in turn, has acceded to render the requested services in
accordance with the stipulations of the Client.

NOW, THEREFORE, the Parties hereby in pursuant to this Agreement intending to

be legally bound and agrees to the terms & conditions set forth as follows:

1. ENGAGEMENT:
The First Party hereby engaged the Second Party to provide the services as per the
requirement for its Client under this agreement and the Second Party hereby
accepts the engagement as per scheduled routine specified by the First party. The
Second Party will ensure that the Deliverables are completed in accordance to this
 agreement. The deliverables will be needed irrespective of holidays (as per the
employer calendar).

2. SERVICES & STANDARD OF SERVICES:

The Second Party is only hired to provide services n accordance with the
requirements of First Party on a routine manner, thereby, the Second Party has to
maintain his deliverables with promptness and diligence at a level of proficiency.

3. THE FIRST PARTY LIABILITY:

3.1The First Party will provide initial training programme to the Second Party, prior
to commencement date, which will be at the place and time as specified in this
contract or subject to variation in place and time, but to be scheduled after prior
intimation to the Instructor under this Agreement;
3.2The First Party shall be responsible for providing accurate and timely information
necessary for the provision of services by the Second Party. Any delays or
inaccuracies in the information provided by the First Party that lead to hindered
or inadequate service delivery by the Second Party shall not be the responsibility
of the Second Party.
3.3The First Party shall comply with all applicable laws, regulations, and industry
standards related to the services being provided by the Second Party. Any legal
implications arising due to non-compliance by the First Party shall be the sole
responsibility of the First Party.
3.4The First Party agrees to indemnify, defend, and hold harmless the Second Party,
its officers, directors, employees, and agents from and against any claims,
liabilities, damages, losses, costs, and expenses (including reasonable attorney
fees) arising out of or related to any breach of this Agreement by the First Party or
any act or omission by the First Party.
3.5The liability of the First Party under this Agreement shall be limited to the total
amount paid or payable by the First Party for the services provided by the Second
Party under this Agreement.
3.6The First Party acknowledges and agrees that the services provided by the Second
Party are provided on an "as-is" basis, and the Second Party makes no warranties,
express or implied, regarding the services rendered under this Agreement.

4. THE SECOND PARTY LIABILITY:

4.1The Second Party (Service Provider) shall diligently and professionally provide the
agreed-upon services to the satisfaction of the First Party (Client) as detailed in
Section 1 (Services) of this Agreement. The Second Party shall make reasonable
efforts to ensure the quality and timely delivery of services.
4.2The Second Party warrants that the services provided shall be performed in
accordance with industry standards and with reasonable care and skill. In the
event of any defects or failures in the services provided, the Second Party shall
promptly rectify such issues at no additional cost to the First Party.
4.3The Second Party shall comply with all applicable laws, regulations, and industry
standards relevant to the provision of services under this Agreement. The Second
 Party shall be solely responsible for any legal implications arising from non-
compliance.
4.4The liability of the Second Party under this Agreement shall be limited to direct
damages and shall not exceed the total amount received by the Second Party for
the services rendered under this Agreement.

5. TENURE:
That the present Agreement is valid upto _____(years) or till the termination of
engagement on account of breach of the clauses of the agreement or resignation of
Second Party or any other reason followed by this agreement, whatsoever is
earlier.

6. REMUNERATION:
6.1 First Party shall make progressive payments to the Second Party on satisfactory
completion of milestones by the Second Party.
6.2 In consideration of the Services to be rendered hereunder by the Second Party to
the First Party, The First Party shall pay remuneration of Rs. RS. 9,66,949.5/- if
work is done as per the client criteria. In case of any discrepancy in working hours
will result in deduction.

7. NON-COMPETE CLAUSE:
For purpose of this non-compete clause, Second party will not engage in similar
business as of the First Party soon after termination of agreement with the First
Party and restricted to conduct such similar activity for about 6months from the
date of termination whichsoever is earlier.
Second Party shall not solicit the business of any client of the company

8. NON-DISCLOUSRE TERMS:
The Second Party is not allowed to be involved with the assignment other than the
defined scope of work or having any relationship or involvement with First Party.

9. REPRESENTATIONS AND WARRANTIES:

9.1 The Second Party hereby represents and warrants that he/she has expertise,
knowledge, skill and adequate experience in the area of his/her post and shall
provide such services in the most effective and efficient manner.

9.2 The Second Party represents and warrants that he/she shall render the services
skilfully and diligently and shall make the best efforts to provide such services as
may be assigned from time to time.

9.3 The Second Party represents and warrants that he/she shall render his/her
duties in a disciplined manner and any act of misconduct or indiscipline in
behavior of the Second Party shall be subject to the provisions of clause 4 of this
Agreement.
9.4 The Second Party warrants that there are no pending cases or dues against
him/her and he/she has not been convicted for any offences under any Laws,
Acts or Rules of India

10. EXIT CLAUSE:

That Second Party has no right to terminate or exit from the binding nature of this
agreement unless serve with requisite Notice 45days prior to the date of
termination/exit this Agreement or Employment under this Agreement and non
abiding of the existing clause will be penalized quivalent to the loss incurred due
to delay in work because of termination and the First Party shall reserve its right
to take legal recourse against the Second Party for penalty of twice of penalized
amount alongwith interest @18% till its realization.

11. TERMINATION:
11.1 The First Party shall have the right to terminate this agreement by providing
30 days’ notice. However, expiry or termination of this agreement shall not affect
the continuance of any services to be provided.
11.2 The Second Party shall have no right to terminate this Agreement under any
circumstances unless by giving 45 days prior written notice to the First Party,
failing which the Second Party will be penalized as per the norms specified in
clause 10 of this agreement.
11.3 In case were the Second Party refrains from performing his/her duties and
obligations or breaches any clauses under this Agreement the First Party shall
terminate this Agreement without any intimation to the Second Party;
11.4 In a case where the First Party decides to remove or replace the Second Party
from his/her services for whatsoever reasons satisfied by the Client then the First
Party shall have right to immediately terminate this Agreement without notice.

12. GOVERNING LAWS:

This Agreement shall be deemed to have been entered into by the Parties within
the state of Telangana, India and all the validity and interpretation of this
Agreement shall be governed by and construes and enforced in all respect in
accidence with the law of the land as applied to the contract made and to be
perform entirely within the state

13. DISPUTE REDRESSAL MECHANISM:

13.1 In case of any disputes arises in lieu of breach in confidentiality in
connection with the agreement shall be governed by and construed in accordance
with the laws of India. The dispute shall be referred to and finally resolved by
arbitration in accordance with the provisions of the [Indian] Arbitration and
Conciliation Act, 1996.

13.2 The First Party shall solely responsible to appoint a sole arbitrator under the
Arbitration and Conciliation Act, 1996, upon any dispute arising between the
parties.
 13.3 The language of the arbitration shall be English. The award of the arbitral
tribunal shall be final, conclusive and binding upon the Parties, and the
provisions of the [Indian] Arbitration and Conciliation Act, 1996 shall apply.

13.4 By inclusion of this clause, the parties do not forfeit their respective rights to
approach the appropriate Judicial Authority within the jurisdiction of Hyderabad
Judicature.

13.5 Further, the First Party has reserve the right to take any legal action before
competent court of law either civil or criminal apart from Arbitration clause under
this agreement.

14. ACKNOWLEDGEMENT:
Both the Parties have acknowledged that they have read this Agreement and
understood all the terms and conditions mentioned therein and do hereby accept
and agree to abide by them

IN WITNESS WHEREOF, THE FIRST PARTY and The SECOND PARTY have
caused this Agreement to be executed by their duly authorized representatives as
of the Effective Date.

SIGNED, SEALED AND DELIVERED by:

_______________________
M/S TAISUN POWER PVT. LTD
(First Party)

HECTOR ENERGY SOLUTION

PRIVATE LIMITED
(Second Party)

WITNESSES:

1.