Employment Agreement

Between

Compport Solutions LLP

&

Pragati Singh Bhadoriya

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 Employment Agreement

Compport Solutions LLC, an Indian company, duly established under the Registrar of Companies, India
(“Company”), being registered and licensed in Bhopal, Madhya Pradesh, India; and

(hereinafter referred to as “Employer”)

Pragati Singh Bhadoriya, resident of India and an Indian citizen with Passport number S1929610.

(hereinafter referred to as the “Employee”)

The Employer and the Employee are hereinafter collectively referred to as the “Parties” and each individually
as a “Party.”

PREAMBLE

WHEREAS, Employer wishes to employ the Employee as PHP Partner and the Employee wishes to accept
such employment.

and

WHEREAS, the Federal Law regarding Labour Relations (“Indian Labour Law”) requires parties to an
employment relationship to enter into an official employment contract issued by the Ministry of Labour and
Social Affairs and to be registered with the concerned authorities in the India;

NOW, THEREFORE, the Parties hereby agree as follows:

1 Employment

1.1 The Employer hereby employs the Employee, and the Employee hereby accepts such employment,
in accordance with the terms and conditions set forth hereinafter.

1.2 The Employer shall at any time have the right to modify from time to time the Employee’s Job
Description and duties at its discretion. The Employee acknowledges that his appointment may
require extensive travelling within the region.

1.3 The reporting line of the Employee shall be at the sole discretion of the Employer.

2 Term

The employment shall be for an unlimited period, unless terminated earlier in accordance with
Article 18 below. The Employer expects the employee to join on or before 18th January 2021.

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 Employment Agreement

3 Salary & Allowances

3.1 The Employer shall pay to the Employee the following remuneration (“Remuneration”) (all in INR):

• Gross Annual Base salary INR 150,000

• Gross Annual Flexi package INR 150,000

3.2 All the above salary and allowances will be payable on monthly basis to the Employee in the
designated bank account as given by the Employee.

3.3 Employee will also be eligible for 20% of the base salary as target bonus. Target bonus can go upto 3
times of the target depending upon the delivery of the pre-defined KPIs for the year and will be pro-
rated for the months of service in the fiscal year, should employee decide to leave after 6 months of
service during the same fiscal year. There will be no bonus pay out if employee leaves the
organisation before 6 months of joining. The company also issues project-based bonuses which will
be announced time to time to all the employees.

3.4 Base salary shall be reviewed once per calendar year and may eventually be adjusted based on the
outcomes of The Employee’s performance assessment and market parity for the role on 1st April
each year (applicable to all employees who would have completed at least 6 months in the company
as on 31st March).

4 Probationary Period

4.1 In accordance with the Indian Labour Law, the Employee is subject to a probationary period of
six (6) months, during which time both the Employer and the Employee have the right to
terminate the Employment Agreement without reason, by giving seven (7) day’s notice.

5 Working Hours / Public Holidays

5.1 The regular daily working time is nine (9) hours from Monday through Saturday and Sunday are the
weekend.

5.2 To the extent permitted under the e Labour Law, the Employer has the right to require the Employee
to perform work on weekends and public holidays. The Employee will be compensated in accordance
with The Employer’s Policy.

5.3 The Employee shall be entitled to paid-leave on public holidays as announced for the private sector
in India which is the current work location of the Employee.

6 Vacation

6.1 For each year of employment starting from the Commencement Date, the Employee shall be entitled
to twenty five (25) working days of annual paid vacation.

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 Employment Agreement

6.2 The timing of such annual vacation shall be subject to the approval of the Employee’s supervisors
and in accordance with the Employer’s work requirements.

7 Work and Residence Permit & Base Location

7.1 The current work location of the Employee will be National Capital Region, India, however, based on
the need of the employer and job requirements of the Employee, employer has the right to transfer
the work location of the Employee to any other city/country with a written agreement and with new
terms and conditions as most prevalent in the respective market of the new work place.

7.2 In such a situation, the Employer shall be responsible for obtaining the necessary work and residence
permits for the Employee, and the Employee shall ensure that he will observe all terms and
conditions in such permits. The Employee shall be responsible for providing the necessary
documents, certificate and signatures along with necessary attestation of the documents as required
by the local immigration authorities of the new country.

8 Performance Appraisal

Four times in a year, the Employer will carry out performance discussions with the Employee. The
objectives of this discussions are:-

• To provide feedback and counsel in order to develop better performance and commitment;
• To identify career goals, training and development needs; and
• To assess the Employee’s potential and build the career path within the company

9 Duties

The duties and services of the Employee may be extended or curtailed from time to time at the
discretion of the Employer. In any event, they shall include, but not be limited to, the following:
9.1 The Employee shall:

• At all times devote his best efforts and time and attention exclusively to the performance of
his duties as outlined herein and the Annexes, and the performance of any and all other work
as may be assigned to him by the superiors appointed by the Employer, all under and subject
to the instructions, direction and control of the Employer;

• Not be engaged in any other business activity whether or not such business activity is
pursued for gain, profit or other pecuniary advantage;

• Not discriminate against any other employee of the Employer or any other person because
of race, colour, religious creed, ancestry, national origin, age or sex;

• Complete all reports, correspondence and other work assignments on a timely basis;

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 Employment Agreement

• Not hold meetings, post or distribute written materials or carry out any other similar
activities for purposes other than the Employer’s business, without the Employer’s
permission;

• Not solicit, interfere with or endeavour to entice away from the Employer any employee,
agent, distributor, customer or client of the Employer;

• Not enter the work place or any other Employer facility while under the influence of alcohol
and/or illegal drugs or drink alcohol and/or take illegal drugs at the work place or at any
other Employer facilities;

• Not conduct political activities, such as engaging in propaganda or the election campaign of
any particular political party or organisation, at the work place or at any Employer facilities;
and

• Wear customary and appropriate business clothes and act in a professional and business
manner in all dealings with the Employer, its employees and customers.

• Use the internet and e-mail systems for work purposes only and shall refrain from using them
for personal purposes during working hours; in particular, access to obscene sites, game
sites, securities-related sites or other sites interfering with work shall be strictly prohibited

• Not use the name or property of the Employer for any personal use/purpose

• Handle the facilities / property of the Employer with care and be thrift in using the
Employer’s resources

• Not remove, destroy, copy or otherwise reproduce property of the Employer and work
products including without limitation keys, diaries, notes, documents, contracts, memos,
lists, books, text books, manuals, correspondence, computer and electronic media, software,
or other employee or Employer work products.

9.2 The Employee shall not:

• Act or speak in a manner that damages the Employer’s image or reputation, whether during
the duration of this Agreement or after its termination;

• Unless otherwise authorised to act on behalf of the Employer, act in the name or on behalf
of the Employer;

• Establish any domain on the internet, such as an internet home page, using the Employer’s
name or other languages or sentences related to the Employer’s image for the purpose of
making personal profits for himself or others;

• Send information and/or materials including, but not limited to, internal information or data
classified as confidential for business purposes to an unauthorised person or organisation,
materials regarding personal information of other employees or information containing

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 Employment Agreement

sexual abuse or racial discrimination, illegal and immoral materials, or political, social or
religious materials which may cause social criticism; and

• Not make any verbal or written statement (except with the prior written approval of the
Employer) which might adversely affect the nature and operations of the Employer or its
relations with its customers, agents or distributors.

9.3 The Employee acknowledges that the IT devices, personalised accounts and records have been
allocated to the Employee to serve the Employer’s business activities and that the Employer shall
have the right to access aforementioned devices, accounts and records insofar such access serves
the Employer’s business interests. This right of access of the Employer shall be exercised only
following prior approval of the Employee’s superior(s) mentioned in Article 9.4 below. The Employee
shall be duly notified every time the Employer exercises its right of access.

10 Expenses

10.1 The Employee shall not be authorised to incur any expenses on behalf of the Employer without the
prior written approval of the itemised account of such expenditures by the Employer’s senior
management.

10.2 For the reimbursement of such expenditure, the Employee shall submit all expense reports to the
Employer at the end of each month.

11 Sickness

11.1 In the event of the Employee’s sickness or other similar incapacity (collectively referred to as
“Incapacity”), the Employee shall be entitled to the sickness leave benefits of upto 30 calendar days.

11.2 The Employee shall promptly, but not later than 10:00am on the first day of absence, inform the
Employer of his Incapacity and the reasons thereof.

11.3 The Employer reserves the right to request a certificate from the Employee’s physician establishing
the Employee’s physical need for the leave of absence. From the third day of absence, the Employee
shall be obliged to hand in the certificate.

11.4 In case the Employee’s sickness leave exceeds two (2) days, the Employer shall have the right to
conduct a health check by a public health officer at the Employer’s expense. The same shall apply if
the Employer has reasonable doubts with respect to the Employee’s alleged Incapacity to work.

11.5 The Employee hereby assigns to the Employer any right for indemnity claims against third parties in
relation to damages resulting from the suspension of work. Such assignment shall be limited to the
extent of the costs incurred by the Employer due the Employee’s sickness. The Employee shall
immediately provide the Employer with any information relevant to the potential claim.

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11.6 In the event, that the Employee’s Incapacity is foreseen to take more than 30 calendar days, the
Parties shall discuss how to minimize the long-term negative effects of such Incapacity for the Parties
on the business.

12 Non-Competition / Secondary Engagement

12.1 The Employee hereby agrees that during the term of employment not manage, consult to, become
an agent for, accept employment with (whether full-time or part-time), or serve in a similar capacity
with any other company or person which is at such time engaged in a business of a like or similar
nature to the business conducted by the Employer.

12.2 During the term of this Agreement the Employee shall neither directly nor indirectly enter in any
form of partnership or be involved in or undertake any activity, alone or with other parties, in the
field of the Employer’s business, except through the Employer

12.3 During the term of this Agreement, the Employee shall not hold any office or work in any capacity
for third parties or for his own account without the prior written consent of the Employer, which
consent shall be given provided that such engagements are not – in the sole discretion of the
Employer – in conflict with the interest of the Employer.

12.4 For each infringement of this Article 12, the Employee shall pay to the Employer liquidated damages
in the amount of US$10,000, subject to the Employer’s right to claim further damages.
12.5 Such damages can be recovered by the Employer from any dues payable to the Employee in terms
of salary and benefits in the event of the Employee’s incapacity to pay the damages.

13 DATA PROTECTION

13.1 The Company shall take all reasonable precautions to preserve the integrity and prevent any
corruption or loss, damage or destruction of the data owned and processed by the Company
including data and information of its Employees. The Company shall receive and hold personal data
and sensitive personal data relating to the Employee which is subject to the Information Technology
Act, 2000, the rules thereunder and all other such enactments in any other jurisdiction, to which the
Company may be subjected to, as well as the Company’s Data Protection Policy and the Company’s
Information Security Policy. The Company may lawfully process and disclose such data and the
Employee expressly consents to the processing and disclosure of such data, both manually and by
electronic means, both inside and, where necessary, outside India, for the purposes of the
administration and management of employment of the Employee and/or the Company’s business.

13.2 “processing” means any operation or set of operations which is performed on personal data or on
sets of personal data, whether or not by automated means, such as collection, recording,
organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available, alignment or combination, restriction,
erasure or destruction.

13.3 “personal data” means any information relating to an identified or identifiable natural person; an
identifiable natural person is one who can be identified, directly or indirectly, in particular by

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 Employment Agreement

reference to an identifier such as a name, an identification number, location data, an online identifier
or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural
or social identity of that natural person.

13.4 “sensitive personal data” means such personal information which consists of information relating
to:
a. Passwords[1];
b. Financial information such as bank account or credit card or debit card or other payment
instrument details;
c. Physical, physiological and mental health condition;
d. Sexual orientation;
e. Medical records and history;
f. Biometric[2] information;
g. Any detail relating to the above as provided to body corporate for providing service; and
h. Any of the information received in relation to the above by body corporate for processing,
stored or processed under lawful contract or otherwise.

13.5 “consent” of the data sub means any freely given, specific, informed and unambiguous indication of
the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies
agreement to the processing of personal data relating to him or her.

13.6 The Employee hereby expressly and unequivocally agrees and consents to the Company collecting
personal data and sensitive personal data of the Employee which may be lawfully processed by the
Company for the following purposes and the Company may disclose such personal data of the
Employee to third parties, if necessary, for the following purposes:
a. performing obligations under or in connection with this Agreement, including payment of
remuneration and applicable taxes;
b. all administrative and human resources related matters within the Company including
administering payroll, granting access to the Company premises and computer systems,
processing leave applications, administering insurance and other benefits, processing
Employee’s claims and expenses, investigating any acts or defaults (or suspected acts or
defaults), disciplinary proceedings and developing human resource policies;
c. managing and terminating this Agreement, including monitoring the Employee’s internet access
and use of Company’s intranet email to investigate potential contraventions of Company’s
internal or external compliance regulations, and resolving any employment related grievances;
d. assessing and evaluating Employee’s suitability for employment/appointment, periodical
review and appraisal or continued employment/appointment in any position within the
Company;
e. ensuring business continuity of the Company in the event of termination of this Agreement;
f. performing obligations under or in connection with the provision of the services of the Company
to its clients;
g. facilitating any proposed or confirmed merger, acquisition or business asset transaction
involving any part of the Company, or corporate restructuring process; and
h. performance of a task carried out in the public interest;
i. facilitating compliance with any laws, customs and regulations which may be applicable to the
Company including get GDPR compliances as stipulated in the company’s IT policies.

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 Employment Agreement

13.7 It is hereby agreed that the purposes listed in the above clauses may continue to apply even in
situations where the Employee’s relationship with the Company is terminated or altered in any way,
for a reasonable period thereafter including, where applicable, a period to enable the Company to
enforce its legal and contractual rights.

13.8 The Employee represents and undertakes that the personal data and sensitive personal data, as the
case may be, provided to the Company is current, complete and accurate and the Employee shall
update the Company if there are changes to such data.

13.9 The Employee acknowledges that the Employee may have access to personal and sensitive personal
data during the employment with the Company relating to other employees, associates, affiliates,
consultants, advisors, workers, vendors, clients of the Company as well as that of the employees,
workers and officials of the Company’s clients, vendors and affiliates. The Employee agrees to comply
with the Company’s Data Protection Policy and Information Security Policy at all times. The Employee
agrees not to breach or cause or facilitate the breach of the Company’s Data Protection Policy and
Information Security Policy. The Employee shall report any data breach and/or security breach
related incidents to Data Privacy Officer and Information Security Officer respectively.

13.10 In the event the Employee withdraws the consent given hereunder to the Company, at any point in
time, the processing of any such personal data and sensitive personal data of the Employee carried
out by the Company until such date of withdrawal of consent shall not be invalidated or be deemed
illegal.

14 Information Security

The Company is committed to protection of sensitive and confidential data of its customers,
employees, vendors and other stakeholders. The Company has established its information security
policies and the Employees are required to follow these policies at all times. Deviations (once or
frequent) from the above may result in disciplinary action against the employee including
termination from employment.

15 Non-Disclosure

15.1 During the period or after termination of this Agreement, the Employee expressly agrees to retain
as confidential any information, including but not limited to trade secrets, secret or confidential
operations, processes or dealings, list and/or details of customers or clients, future promotional
plans, operational and financial information related to the Employer, information that might be
useful to competitors and other confidential data which come to the Employee’s knowledge whether
or not the same is committed to writing (hereinafter referred to as ‘Confidential Information”). The
Employee shall not, except as authorised or required by the duties as an employee of the Employer,
discuss, reveal or disclose to any person (including other employees of the Employer) or organisation
or otherwise make use of any of the Confidential Information and shall protect the same from
disclosure with reasonable diligence

15.2 Confidential Information shall be deemed to include any data relating to a living individual who can
be identified from those data and/or other information which is in the possession of, or is likely to

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 Employment Agreement

come into the possession of the Employee and includes any expression of opinion about the
individual and any indication of the intentions of the Employee or any other person in respect of the
individual (“Personal Data”)

15.3 For the purpose of this Article 13, the terms and conditions of this Agreement shall be deemed to be
Confidential Information

15.4 For each infringement of this Article 13, the Employee shall pay to the Employer liquidated damages
in the amount of US$ 10,000, subject to the Employer’s right to claim further damages.

15.5 Such damages can be recovered by the Employer from any dues payable to the Employee in terms
of salary and benefits in the event of the Employee’s incapacity to pay the damages.

16 Taxation

The Parties acknowledge that the Employee’s Remuneration is subject to taxation in India. In the
event of any tax liability arises, the Employee shall file all tax returns in a proper and timely manner
as well as shall pay all amounts due on the income earned under this employment agreement. The
Employee shall not be entitled to any reimbursement of any personal income taxes and other
charges paid in Indian or elsewhere.

17 Legal Costs

The Employer shall not be responsible for any damages, costs, expenses, legal fees, recoveries,
judgements, penalties which may be obtained against, imposed upon, or suffered by the Employee
by reason of any infringement, or violation or alleged violation, by the Employee of any of the
regulations and laws (criminal or otherwise) in force in the India and the Employee shall keep the
Employer fully and effectively informed.

18 Termination

18.1 Either Party may terminate this Agreement at any time by giving sixty (60) days written notice to the
other Party or any longer period foreseen under mandatory provisions of Indian Labour Law.

18.2 The Employer shall be entitled to terminate this Agreement forthwith without notice or payment in
lieu thereof

• In accordance with the Indian Labour Law and/or because of the Employee’s fraud,
misappropriation, embezzlement or the like if he shall have violated any material provision
of this Agreement or the Employer’s Code of Conduct or other employment policies. Such
termination of the Employee’s services shall not constitute a breach of this Agreement by
the Employer; or
• If the competent authorities do not issue any of the statutorily required permits to the
Employee within three (3) months upon signature of this Agreement.

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19 Consequences of Termination

19.1 On notice of termination of this Agreement, the Employee shall continue his services or stay available
and not commence services for another employer, unless the Employer releases in writing the
Employee. The Employee shall be paid his regular salary and allowances up to the effective date of
termination, except in the event the Employee commences work for another employer, in which
case the liability to pay ceases with immediate effect.

19.2 At such time, as the Agreement is terminated by either Party (other than for a reason specified in
the Labour Law), the Employee is entitled to an end of service benefit (“End of Service Benefit”) as
per Indian Labour Law. Provided that the Employee continues to be employed by any member of the
Employer, the End of Service Benefit shall be waived until final exit from the Employer or its affiliated
companies.

19.3 No End of Service Benefits (arising under the Labour Law) shall be due if the Employee is dismissed
or has resigned to avoid dismissal in accordance with the Labour Law or for any other breach
specified in the Labour Law, under the terms and conditions of this Agreement or the work policies
of the Employer.

19.4 If the Employee is not in breach of this Agreement or the Labour Law, the Employer shall have the
right to pay the Employee his paid vacation earned in that year in which the Employee worked prior
to such termination. The payment in lieu of vacation shall be calculated in accordance with the
Labour Law.

19.5 Upon termination of this Agreement, the Employee shall deliver to the Employer all property of the
Employer and work products including without limitation all furniture, keys, diaries, notes, books,
text books, manuals, correspondence, tools, equipment, computer and electronic media, software,
other employee work products and all other items of Employer property and he shall vacate in good
order accommodation provided by the Employer, if any. The Employee shall have no right of
retention.

20 Retirement

The Employee shall retire – at the latest – on the last day of the month of the Employee’s 60th
birthday.

21 Debts

The Employer shall be entitled to deduct from any salary, allowances or End of Service Benefit due
to the Employee, any amount outstanding or owing by the Employee to the Employer and any
damages or compensation the Employer has paid due to actions or omissions of the Employee.

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22 General Provisions

22.1 Waiver
The failure by the Employer to insist upon strict compliance with any of the terms, restrictions or
conditions hereof or to exercise any right or remedy available upon a breach thereof shall not
operate or be construed as a waiver of such breach, term, covenant or condition or any subsequent
breach, term, covenant or condition. Nothing herein stated shall be construed as prohibiting the
Employer from pursuing any other remedies available to the Employer for breach or threatened
breach of this Agreement, including the recovery of damages and legal fees from the Employee.

22.2 Amendments
No amendment to any provision of this Agreement shall be binding upon either Party unless in
writing and signed by the duly authorised representatives of the Parties, and no waiver of any other
provision thereof.

22.3 Notices
Any notice required or permitted to be given hereunder shall be sufficient if delivered in person or
forwarded by registered post or courier to the last known postal address of either Party. Any notice
delivered by hand shall be deemed to have been served at the time of delivery and any notice sent
by registered post or courier to have been served five (5) days after despatch.

22.4 Governing Law and Jurisdiction

This Agreement shall be governed by the laws and regulations in force in the India. The courts of the
India shall have jurisdiction in case of any dispute under this Agreement.

22.5 Severability

If any provision of this Agreement is held to be invalid in any respect, such invalidity shall not affect
any other provision hereof. In this event, the Parties shall agree on a provision which comes as close
as legally feasible to the invalid clause.

22.6 Copies

This Agreement is made in duplicate and one (1) copy will be given to each Party to act accordingly.

Signature on next page

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Signed on the day and year first set forth above in India.

For and on behalf of

Compport Solutions LLC, INDIA

___________________________________
Sachin Bajaj
Founder & Managing Partner

Place & Date: New Delhi, India , INDIA. 18th January 2021

Acknowledged & Accepted

____________________________________
Pragati Singh Bhadoriya

18-02-2021
Place & Date________________________

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