PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (this “Agreement”) is made and entered into as of
th
the 10 day of November, 2024 (the “Effective Date”), by and between Smarkminds(“the
Client”) and ATZ Salestech, with an office located at Nana Peth, Pune – 411010 (the “Service
Provider”).

WHEREAS, the Client wishes to obtain the professional services of the Service Provider; and,

WHEREAS, the Service Provider has the knowledge, skill and capability to perform
such services for the Client.

THEREFORE, in consideration of the foregoing, the parties, intending to be legally

1. Services. The Service Provider is hereby retained by the Client, and Service Provider
agrees to provide the services set forth on Exhibit A attached hereto and incorporated
herein by this reference (the “Services”). Services shall be performed in accordance with
the time line set forth in Exhibit A, or any supplemental schedule prepared by the Service
Provider and agreed to in writing by an authorized representative of the Client.

2. Service Requirements. The Services delivered hereunder shall conform in all material
respects to the specifications set forth in Exhibit A and any other requirements agreed
upon by the parties inwriting. Service Provider agrees to use sound and professional
principles and practices in accordance with normally accepted industry standards in
rendering Services hereunder, and Service Provider further agrees that performance shall
reflect the best professional knowledge, skill and judgment of Service Provider. Service
Provider shall furnish competent personnel for fulfilment of its obligations. If the Client
deems Service Provider personnel unsatisfactory to perform Services due to a failure by
such personnel to comply with the terms and conditions imposed on Service Provider as
set forth herein, such personnel shall be removed immediately.

3. Nature of Services.

a. Work Product. Any and all reports, documentation, files, media and other
materials created or produced by Service Provider in connection with the
Services rendered here under shall be deemed “Work Product.”
 b. Work Made for Hire. The Work Product shall constitute works-made-for-hire
belonging exclusively to the Client. To the extent that any Work Product does
not constitute a work-made-for-hire owned by the Client, Service Provider
agrees to assign and transfer all of its right, title and interest in such Work
Product to the Client.
Modifications to Work Product. The Client retains the right to modify the Work
Productor to merge the Work Product into other documents or other materials
owned or utilized by the Client.

c. Service Provider Proprietary Material. Client does not under this Agreement
acquire any ownership rights in and/or to any software, documentation, tools,
techniques, methodologies, or other material which has not or is not created as
part of the Services to be rendered hereunder which is proprietary to Service
Provider (“Service Provider Proprietary Material”). However, if Service Provider
incorporates any Service Provider Proprietary Material into any Work Product, or
any of the Work Product requires Service Provider Proprietary Material in order
to operate or otherwise be use-able by the Client, Service Provider hereby grants
the Client a nonexclusive, royalty free, fully paid, perpetual, irrevocable license to
use the Service Provider Proprietary Material as part of the Work Product.

d. Third-party Proprietary Material. The Client does not under this Agreement acquire
any ownership rights in and/orto any software, documentation, tools, techniques,
methodologies, or other material which is proprietary to any third party (“Third
Party Proprietary Material”). The Client shall be responsible for obtaining any
necessary licenses for Third Party Proprietary Material. Service Provider may not
incorporate any Third-Party Proprietary Material into the Work Product without
the prior written consent of the Client.

4. Payment. The Client agrees to pay Service Provider a decided amount for campaigns and
the same amount would be intimated to the service provider on the email in form of CPL
for Services completed in accordance with the terms of this Agreement. The fee shall be
due and payable as specified in Exhibit A. The fee shall be payable within thirty (45) days
after receipt and approval by the Client. Except as otherwise specified in Exhibit A,
Service Provider shall not incur or charge the Client any other fees or expenses without
the prior written authorization of the Client. Performance beyond the limitations set forth
in this Agreement (either financial or time period) shall be at the sole risk and
responsibility of the Service Provider, and the Client shall not be obligated to pay for
Services exceeding the funding or contract period of this Agreement.

5. Term. The term of this Agreement shall commence on the Effective Date and shall
continue until 10th November, 2025 unless this Agreement is otherwise extended or
terminated in accordance with the terms specified herein.
 6. Entire Agreement. This Agreement, including the exhibits hereto, represents the entire
agreement between the parties hereto and supersedes all prior and contemporaneous
written or oral agreements and all other communications between the parties relating to
the Services to be rendered hereunder. Any additions, deletions or modifications shall not
be binding on either party unless accepted and approved in writing by duly authorized
representatives of both parties. In the event of any contradictory provisions between this
Agreement and the terms of any Exhibits, attachments, or schedules hereto or any
purchase order or other documents issued by the Client or Service Provider in connection
here with the terms set forth in the body of this Agreement shall prevail.

7. Counterparts. This Agreement may be executed in one or more counterparts, each of

8. Severability. The provisions of this Agreement shall be deemed severable, and if any
portion shall be held invalid, illegal, or unenforceable for any reason, the remainder of this
Agreement shall be effective and binding upon the parties, unless to do so would clearly
violate the present legal and valid intention of the parties hereto.

9. Remedies. Pursuit by either party of any remedies described herein,or otherwise available
at law or in equity, shall not preclude pursuit by that party of any other remedy or
remedies provided here in or otherwise available at law or inequity. All remedies, rights,
undertakings, obligations, and agreements shall be cumulative and none of them shall be
in limitation of any other remedy, right, undertaking, obligation or agreement of either
party.

10. VOIP Minutes. The VOIP minutes would not be provided by client on the dialler for the
sole purpose of generating leads and create brand awareness of the said business.

11. Commission. The total payout commission will be renumerated once the accepted lead is
delivered to the client within 45 days of such delivery and the said cost for such lead shall
be sent in form of CPL on the email.

12. Access to CRM. The Client shall give the access to its Portal/CRM to keep the track of
analytics and the sales delivered.

IN WITNESS WHERE OF, this Professional Services Agreement has been duly executed by
the authorized representatives of the parties hereto as of the date first set forth above.

Dated: 11/12/2024 CLIENT

By: Smarkminds

Name: Pratik Joshi

Title: CEO

Dated: 11/12/2024
 SERVICE PROVIDER

By: ATZ Salestech

Name: Asif Shaikh

Title: Operations Director

Attachment(s):

Exhibit A - Services
 EXHIBITA— SERVICES

1. Statement of Purpose: We are passionate about crafting targeted lead generation strategies that drive
business growth and build lasting customer relationships. With experience in inbound marketing, outbound
sales, and data-driven campaigns, I excel at generating qualified leads through channels like SEO, social
media, and paid media. My approach focuses on understanding customer pain points, optimizing
campaigns for higher conversions, and continuously refining strategies to deliver measurable results. I am
committed to staying ahead of marketing trends and leveraging new technologies to maximize lead quality
and engagement. I look forward to contributing my expertise to help your business thrive.

2. Scope of Services: Our lead generation services include targeting and attracting qualified
prospects through tailored strategies, such as SEO, content marketing, email campaigns, and social
media outreach. We utilize advanced tools and data analytics to segment audiences and optimize
conversion rates. Our services also encompass lead nurturing, automating follow-ups, and
providing CRM integration for streamlined sales processes. We provide both inbound and outbound
solutions to maximize lead volume and quality. Finally, we continuously track and refine
campaigns to ensure sustained, measurable growth for your business.

3. Project Milestones :

1. Initial Consultation & Strategy Development: Define target audience, set lead generation goals,
and develop a tailored strategy.
2. Campaign Setup & Content Creation: Create landing pages, email templates, and ad creatives
aligned with the strategy.
3. Launch & Lead Generation Execution: Begin targeted outreach via SEO, PPC, social media, and
email marketing.
4. Lead Nurturing & Qualification: Implement automated follow-ups, scoring, and segmentation to
nurture leads through the funnel.
5. Analysis & Optimization: Monitor campaign performance, analyze data, and refine strategies for
improved lead quality and conversion.

4. Deliverables and Acceptance Criteria

Deliverables Acceptance Criteria

5. Place of Performance : Pune