Dated: 08-Jun-2020

Sushanthikka B,
54, Ramakrishna Mills, Sakthy Road, Coimbatore-641009 Tamil Nadu

Subject: -Research Consultancy Contract

This letter contract sets forth our mutual understanding with respect to the terms and
conditions under which you (hereinafter “you” or “your”) will serve Ugam Solutions Pvt.
Ltd. (hereinafter “Ugam” or “Company” in a consulting capacity).

1. Description of service
You agree to use your best efforts and provide Ugam with the full benefit of your expertise
and skill in the performance of your duties under this Contract during the period beginning
08-Jun-2020 through 31-Aug-2020 (the “Consulting Period”). You shall provide
reports with respect to the Services as requested by Ugam from time to time.

2. Tenure of Contract
The tenure of contract will be for a period of 75 days (“initial period”) starting from
08-Jun-2020. However, your last date of joining duties may be extended by the
Company in writing. The said period may be extended upon a notice by Ugam one
month in advance before the end of the initial period and such extension shall be for
a period as may be mutually agreed. The initial period together with extension as
mutually agreed constitute the term of this Contract and is hereinafter referred to as
the “Consulting Period”.

3. Job Assignments
During the course of your Consulting Period, you may be given any assignment
arising out of the Company's business that the management, in its judgment,
reasonably feels is suited to your background, qualifications or experience. You will
not refuse to carry out any assignment solely on the grounds that it has not been
part of your usual duties during your Consulting Period.

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 4. Working hours including shifts and payment terms
You are required to work for a minimum of five (5) days which shall comprise of
weekends i.e. a Saturday and Sunday. Depending upon the availability of projects
and your availability, we might require your services for the entire working week.
You are required to work in shifts, includinsssg night shifts as per the directions of
the Company.

You are expected to be available for a minimum of 24 hours per week to the
Company; wherein utilization of man-hours is up to the management’s discretion as
per the business requirement. For the proper performance of the Services, you will be
paid on an hourly basis.

Your services will be utilized based on availability of suitable projects and you shall
be paid on hours worked on a project.

You would be paid Rs. 200/- per hour. These rates are applicable for any timing
irrespective of day or night.

All payments under this Contract shall be subject to Tax Deducted at Source (TDS)
as per the Income Tax regulations. You will be paid in the first week of every month,
for the work done in preceding month.

5. Leave
You are not entitled to any paid leaves during your tenure in our Company. If any
unpaid leave is required by you, you will need approval from your reporting manager.
If you require leave for more than 5 working days, you are required to apply at
least 2 weeks in advance. The Company shall have the discretion to postpone or
reject the leave applied for, in consideration of the business requirements of the
Company.

6. Termination of Services
The Company may terminate this contract at its discretion without notice and with
or without assigning any reason thereof. If you wish to terminate the contract, you
are required to inform the Company at least 2 weeks in advance.

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 7. Confidentiality
During the term of your contract, and at any time thereafter, you shall maintain
strict confidentiality and not divulge, disclose or impart to any person/organization
“Confidential Information” about Ugam Solutions Pvt. Ltd. (the “Company”) which
may be your personal privilege to be aware of, by virtue of your contract in the
Company. You may access, and retain copies (either in physical or electronic
format) of, all such Confidential Information, only to the extent required for the
effective discharge of your duties. In any case, you will not be permitted to transmit
such Confidential Information, in any format whatsoever, outside the facilities of the
Company.

Para II: “Confidential Information” shall include, but shall not be limited to,
information which is not generally known to the competitors of the Company
concerning the Company's business and operations, trade secrets, customer identity
and lists, sales and management, supplier lists, employee effectiveness and
compensation, market strategies and plans, profit and loss information, product cost,
gross margins, credit and other sales terms and conditions, computer programs,
source code, formats and algorithms, other technical information and know-how,
systems and procedures, trade secrets, databases, systems, and generally the
Company's goodwill with its customers. Confidential Information shall also include
information contained in projects executed by the Company (such as scope of work,
Company’s client information, questions, responses, analyses, costs, pricing,
methods and reports), marketing surveys, manuals, memoranda, price lists,
employee programs, records, training methods, personnel information, and all other
proprietary information, whether or not designated, legended, or otherwise
identified by the Company as Confidential Information.

Confidential Information shall also include all names and addresses of employees of
the Company, comparable confidential information of the Company's clients,
including without limitations all survey questions and responses; and you shall
specifically acknowledge that as a general matter, all client-supplied information is
considered as Confidential Information.

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 8. Intellectual Property
The rights to any inventions, improvements, discoveries, concepts, ideas, systems,
methods, computer programs, proprietary models, databases, computer software
and works of authorship related to the Company's operations and arising out of any
work done in the course of your appointment would automatically vest with the
Company. In this connection, where required, the Company may obtain patent rights
in its name (or jointly with others) based on your invention, discovery or other
creative effort. You are specifically made aware that you will not be liable to any
compensation for such acts, and that any rewards which the Company may choose
to bestow will not be deemed to confer any rights towards that invention, discovery
or improvement in the above for you.

9. Non Solicitation
For the duration of your appointment at the Company, and for a period of twelve
(12) months thereafter, you shall not directly or indirectly either for yourself or as an
agent of or in conjunction with any person or entity:
(a) Solicit appointment with, nor respond to the solicitation of your appointment by, any
of the Company’s clients, either directly or indirectly.
(b) Solicit and enter in to any business relationship for the purpose of offering or
selling Business Process Outsourcing, Information Technology Enabled Services,
computer software development and support and professional services, to any
customer, client, licensor, licensee or any other business associate of the
Company to the detriment of the Company.
(c) Solicit, recruit, and attempt to recruit, hire, and attempt to hire, encourage or
support any employee of the Company to leave the employment of the
Company.
(d) Solicit, encourage or support any supplier of goods or services, contractor or
consultant of the Company to discontinue supplies, contracting or providing
services to the Company.
(e) The employee shall provide a copy of his/her Aadhar Card to the Company on
the day of joining or when required by the Company, for submission of the same
to regulatory/competent authorities. Consent is hereby given to the Company to
use such details provided by the employee for any official purpose, as per any
applicable rules/regulations/guidelines.

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 10. Independent Contractor Status
In performing your Services hereunder, your status will be that of an independent
contractor and not that of an employee or part-time employee of Ugam. You shall
have no authority to represent Ugam in any capacity other than as expressly set
forth in this Contract.

11. Warranties or representations

You agree to make no warranties or representations of any kind with respect to Ugam
or any of its products, nor shall you be authorized to consummate any sale of any of
Ugam's products, unless in each instance you shall have received prior written
authorization from Ugam to so act in its behalf.

12. Indemnity
You shall indemnify and save Ugam, its directors, officers, employees and agents harmless
against all claims, demands, suits (whether founded or not), investigations, liabilities, losses,
damages, fines, penalties, costs or expenses of any kind which any or all of them
may hereafter incur or pay out as a result of your negligence or willful misconduct
in performance of the Services or breach of the representations and covenants set
forth in this Contract.

13. Non-assignment
This Contract requires your personal services and shall not be assigned by you in
any manner.

14. Misconduct or breach of provisions

Any misconduct or breach of any of the terms and conditions mentioned above by
you, shall make you liable to immediate removal from the services of the Company
apart from any action which the Company may take against you for breach of
contract as deemed appropriate. In such events it would not be necessary for the
Company to give you any notice, or payment in lieu thereof, whatsoever.

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 15. General principles/ policies
(a) You are required to strictly adhere to the policies of the Company governing the
use of the computing and telecommunication facilities which prohibits, among
other things, the usage, download, storage and distribution of pornographic
material, job sites, and viruses or any other material, from the internet or any
other source, that may be potentially harmful to the business of the Company.
(b) You will be responsible for safe keeping and return in good condition/order,
whenever demanded by the Company all Company owned/leased/hired
property, which is/will be in your use, custody or charge for the business purpose
of the Company. You will always abide by the instructions given to you for their
handling, legal, commercial and insurance related matters pertaining to the said
property.
(c) You will observe general decorum and discipline and will be governed by policies
and procedures and its guidelines as in force from time to time.
(d) You will not take any direct/ indirect business or work, honorary or
remuneratory except with the prior written permission of the management in
each case.

16. Acceptance
The terms and conditions of this contract will remain same till the Company informs
you about any change/ modifications and the said changes will override the terms
and conditions of this letter from that date onwards. If the terms and conditions of
offer enumerated in this letter are acceptable to you, please confirm your
acceptance by signing on the duplicate copy of this letter and returning it to the
Company.

17. Jurisdiction
The validity, interpretation and performance of this Contract and any dispute
connected herewith shall be governed by and construed in accordance with the laws
of India and shall be subject to the jurisdiction of the competent Court in Mumbai.

18. Severability
All terms and provisions of this Contract are severable and any term or provision of
this Contract or any application thereof which may be prohibited or unenforceable
by law shall be ineffective to the extent of such prohibition or unenforceability without
affecting the remainder of this Contract or any other application of such term or
Ugam Solutions SEZ Pvt. Ltd.
CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 provision.

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 19. Personal information

The Company shall request personal information and related documentation about
yourself and/or dependents including but not limited to full name, residential address, date
of birth, nationality, bank account information, gender, personal email address,
contact information, emergency contact information, marital status, education details,
prior work experience details, blood group, Passport, Visa information, PAN Card
Number, Aadhar Card, Social Security Number, National Insurance Number on the
day of joining or anytime during your tenure of employment.

The Company shall collect such information for purposes including but not limited to:
a) submission to regulatory/enforcement authorities. b) providing proof of
employment as requested c) deriving various employee demographics and sharing
the same with relevant stakeholders including but not limited to clients, potential
clients, vendors, shareholders, regulatory/enforcement authorities.

All such information collected shall be Company’s property and shall be stored as
per policy with the Company. During your employment you shall be responsible to
update the Company’s records in case there is any change in the above
information. Such information as mentioned above shall not be updated after last
day of your employment with the Company.

Your information shall be stored on highly secured server on the Company’s premises
or on secured server on the cloud. Access to this information including any personal
documentation shall be highly restricted to the required stakeholders only.

During your employment, you shall have the right to a) access such information b)
request for updating/correcting such information by providing relevant supporting
evidence c) know how and where your information is stored.

On signing this letter you hereby give your consent to Company to capture, store
and maintain such details provided by you for any official purpose, as per applicable
rules/regulations/guidelines.

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 20. Access Cards and Swipe Cards

On assuming services with Ugam, you shall be provided a swipe card giving you
access to authorized areas in the Ugam facilities. You agree that a sum of Rs. 200/-
will be deducted automatically from your first month salary by way of a refundable
deposit to be retained against any loss or damage of the access card by you during
the term of your Consulting Period with Ugam.

On ceasing of Consulting Period with Ugam for whatever reason, you agree to hand
over the swipe card provided to you to the Ugam personnel authorized for this
purpose. On handing over the swipe card you shall simultaneously be paid out the
refundable deposit of Rs. 200. However you agree that if for any reason your card is lost
or otherwise damaged during the term of your Consulting Period the entire deposit
amount shall be forfeited towards the loss/damage of card and Ugam shall not be
liable to repay the deposit on your exit from the organization.

As part of your joining formality, you are required to submit the following documents
on your date of joining:
(a) Photocopies of SSC, HSC, and / or First Year, Second Year and Third Year mark
sheets and degree certificate if applicable.
(b) Two passport size photographs.

Yours faithfully,
For Ugam Solutions SEZ Pvt. Ltd..

Vaishali Mehta
Authorised Signatory for Ugam Solutions SEZ Pvt. Ltd.
I accept the offer and its terms and conditions. I agree to join on or
before…………………………
Name: ………………………………………………..
Signature: ……………………………………………
Date: ………………………………………………

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is entered into as of 07-Oct-2021 (the

“Effective Date”) by and between Pavithra R, an individual having its residence at
Kottaipirivu, mattampalayam, Coimbatore, Tamil Nadu, (hereinafter “Consultant”) and
Ugam Solutions SEZ Pvt. Ltd.., a company registered under the Companies Act, 1956,
having its principal place of business at Prism Tower, B-Wing, 6th Floor, Malad Link Road,
Goregaon (West) Mumbai – 400 062 (“Ugam”). Consultant and Ugam agree as follows:

1. “Confidential Information” is all technical and non-technical information being disclosed

by Ugam to Consultant, including but not limited to product information, plans and pricing,
financials, budget, marketing plans, business strategies, customer information, employee list
and information, client or prospective client list, vendor or prospective vendor list, projects,
data, research and development, software, APIs, specifications, designs, proprietary
formulae and proprietary algorithms belonging to Ugam or its Clients, know-how, ideas,
concepts disclosed whether orally or as embodied intangible materials.

2. Consultant will: (a) hold Ugam’s Confidential Information in confidence; (b) use such
Confidential Information only for the purposes for which it was disclosed; and (d) to the
extent applicable, not modify, reverse engineer, decompile, create other works from, or
disassemble any such Confidential Information unless otherwise specified in writing by
Ugam.

3. The provision of any such Confidential Information by Ugam does not constitute a license
or transfer under any intellectual property rights of Ugam except as expressly provided
herein. In addition, the existence and terms of this Agreement and the fact that
discussions have taken, are taking, or may take place may not be disclosed by Consultant
without Ugam’s prior written consent.

4.The restrictions in Section 2 will not apply to Confidential Information to the extent it (a)
was in the public domain at the time of disclosure; (b) became publicly available after
disclosure without breach of this Agreement; (c) was lawfully received by Consultant from
a third party without such restrictions; (d) was known to Consultant without such restrictions prior
to its receipt from Ugam; (e) was independently developed by Consultant without breach of
this Agreement; (f) was generally made available to third parties by Ugam without such
restriction; or (g) is required to be disclosed by Consultant pursuant to judicial order or other
compulsion of
Ugam Solutions SEZ Pvt. Ltd.
CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 law, provided that Consultant will provide to Ugam prompt notice of such order and comply
with any protective order imposed on such disclosure.

5. Upon intimation from Ugam, all copies of Ugam’s Confidential Information in the
possession
of Consultant will be returned to Ugam or promptly destroyed to the satisfaction of Ugam.

6. Consultant acknowledges that the unauthorized use or disclosure of any Confidential

Information would cause Ugam to incur irreparable harm and significant damages, the
degree of which may be difficult to ascertain. Accordingly, Consultant acknowledges that
Ugam will have the right to obtain immediate equitable relief to enjoin any unauthorized use
or disclosure of its Confidential Information, in addition to any other rights or remedies that
it may have at law or otherwise.

7. Consultant will be responsible for any breach of any of the terms of this Agreement by
Consultant or any person who is permitted access pursuant to Ugam’s work and Consultant
shall be liable to indemnify and hold Ugam harmless against any losses, costs, claims,
damages or expenses incurred by Ugam either as a result of the unauthorised disclosure by
Consultant of any of the Information or as a result of the breach of any of the terms of this
Agreement by Consultant.

8. This Agreement is effective as of the Effective Date and may be terminated by Ugam at
any time upon written notice. However, Consultant’s obligations under Section 2 with
respect to Ugam’s Confidential Information that has been disclosed to Consultant during the
term of this Agreement will survive any such termination unless and until such Confidential
Information falls within Section 4. In addition, Section 6 and this Section 8 will survive any
such termination of this Agreement.

9. This Agreement supercedes all previous agreements between the parties regarding the
Confidential Information and cannot be cancelled, assigned or modified except by the
written agreement of both parties. The validity, interpretation and performance of this
Agreement and any dispute connected herewith shall be governed by and construed in
accordance with the laws of India and shall be subject to the jurisdiction of the Courts in
Mumbai, without giving effect to conflict of law provisions or to constructive presumptions
favoring either party.

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064
 10. All notices, requests and other communications called for by this Agreement will be
deemed to have been given immediately if made by fax (in either case confirmed by
concurrent written notice sent first class mail, postage prepaid), if to the Consultant at the
physical address above or by hand delivery, and if to Ugam at the fax number or physical
address set forth below, or to such other fax numbers or addresses as either party may
specify to the other in writing. Notice by any other means will be deemed made when
actually received by the party to which notice is provided.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

For Ugam Solutions SEZ Pvt. Ltd..

Vaishali Mehta
Authorised Signatory for Ugam Solutions SEZ Pvt. Ltd.

Pavithra R

Ugam Solutions SEZ Pvt. Ltd.

CHIL-SEZ, India Land Tech Park, Block A, 1st Floor, Keeranatham Village, Saravanampatty, Coimbatore - 641 035. Tel : +91 422 6648400
Ground Floor, H-2 Mountain Ash Building, Manyata Embassy Business Park, Outer Ring Road, Nagavara, Bangalore 560045. Tel : +91 80 4644 9300
Registered Office: 6th Floor, B-Wing, Prism Tower, Malad Link Road, Goregaon (West), Mumbai - 400104. Tel : +91 22 6652 7300
Email : info@ugamsolutions.com Website : www.ugamsolutions.com
CIN : U64200MH2008PTC182064