I. SCOPE OF SERVICES:

The ‘Skyljo’ platform has been engaged by the Client to enhance its productivity and

skill calibration of its skilled workers that constitutes a valid enforceable contract

between the Parties.

II. CONFIDENTIAL INFORMATION:

The term “Confidential Information” shall mean all reports, data, business plans, or

any other information provided by a Party (collectively the “Disclosing Party”) to the

other Party (collectively the “Receiving Party”) in writing, orally or in any other way

and identified as confidential or all reports, data, business plans or any other

information which are by their substance of confidential nature, regardless, if such

information is directly or indirectly disclosed by the Disclosing Party to the Receiving

Party relating to the Scope of Services enlisted in “Schedule A” of the Engagement

Letter inter alia any strategies, marketing plans, financial information, trade secrets,

know-how, customer lists, customer information, proprietary software and technology,

unreleased information about product or services and such other information which

may be disclosed by the Disclosing Party to the Receiving Party. For the avoidance of

doubt, the term Confidential Information also includes information derived from or

based on either Party’s Confidential Information under this Engagement Letter.

III. MUTUAL COVENANTS:

a. The platform services are provided solely at the instance of the client in

relation to its business module. The Consultant shall not be liable and would stand

absolved of any obligation or liabilities of any kind for any outcomes, results, or

decisions made by the Client based on the Services provided by the Consultant.

b. The Consultant shall neither be held responsible nor will be liable outcome of the

services offered by the Consultant to the Client or the resulting consequences of

the Client acting on the basis of the services provided by the Consultant.

c. The Consultant shall not be under any obligation to foresee or anticipate any force

majeure while rendering its services to the Client and the Client will not be

entitled to raise any claims against the Consultant towards any outcome or result

of such force majeure on the overall viability of the contract.

d. The Consultant shall not be liable for any indirect, incidental, consequential,

special, exemplary, or punitive damages arising out of or related to this

Engagement Letter or the Services provided hereunder. This exclusion applies

without limitation to any damages arising from loss of profits, business

interruption, loss of data, or any other similar loss.

e. The Consultant's primary responsibility is to provide the requisite Services

outlined in the Annexure to the Engagement Letter and the Consultant shall

observe due care, diligence and perform the contract based on its skills and

expertise.

f. The Client hereby acknowledges that the success and/or failure as also the

operation of its business is independent of the services offered by the Consultant

and the Consultants act as a facilitator giving suggestions and recommendations to

the Client based on its experience and expertise and all the acts of the Client are

their own and the decisions of the Client are also their own discretion and that

there shall be no liability that can be attributed to the advice, suggestions,

recommendations or assessments made by the Consultant.

IV. STATUTORY AND REGULATORY COMPLIANCES:

a. The Consultant shall offer assistance and suggestions to the Client for

completion of all Statutory obligations and obtaining Regulatory compliances

as may be applicable/ required from time to time until the setting up of business of

the Client for which the Services of the Consultant are being availed. However,

the Consultant's responsibility is limited to providing guidance, recommendations,

and support in developing and implementing compliance programs. The ultimate

responsibility for achieving and maintaining compliance with all applicable Laws

and Regulations is that of the Client.

b. The Consultant shall not be liable for any fines, penalties, or other legal

consequences arising out of the Client’s non-compliance with applicable Laws and

Regulations.

V. RELATIONSHIP BETWEEN THE PARTIES:

a. The Consultant is retained as an independent contractor and shall not be considered as

an Agent/ Employee of the Client for any purpose. The relationship between the

Parties shall be on a Principal- Principal basis.

VI. DISPUTE RESOLUTION:

a. This Engagement Letter shall be governed by the laws of India. The Courts at

Mumbai/Bombay shall have sole and exclusive jurisdiction to settle any disputes,

differences or questions arising out of or under or in respect of this Engagement Letter

during the subsistence or after expiry of this Engagement Letter.

VII. TERM AND TERMINATION:

a. This Engagement Letter shall be executed in 2 copies duly executed by the

Consultant that will be sent to the Client. The Client shall retain a copy with him

and return the other copy duly signed along with the service order to the

Consultant. Upon receipt of the copy duly signed along with the service order from

the Client, both copies of the Engagement Letter shall constitute a binding contract

between the Parties effective from the date when the duly executed copy is received

by the Consultant from the Client. However, the date of engagement of the Consultant

shall be the date on which the Engagement Letter has been signed by the Client or

received by the Consultant, whichever is earlier.

b. Both parties can mutually agree to terminate this contract with a notice period of 60

days.

VIII. ENTIRE AGREEMENT:

a. This Engagement Letter constitutes the entire agreement between the parties with

respect to the subject matter hereof and supersedes all prior or contemporaneous

communications, representations, or agreements, whether oral or written.

IX. SEVERABILITY:

a. If any provision of this Engagement Letter is held to be invalid or unenforceable, such

provision shall be struck and the remaining provisions shall remain in full force and

effect.

b. The Parties agree to negotiate in good faith and to replace the held invalid or

unenforceable provision with a valid provision that reflects as closely as possible the

intent of the struck provision.

c. This Section [Section X (a to c)] shall not apply to render invalid or unenforceable

any other provision of this Engagement Letter that can be given effect without the

invalid or unenforceable provision.