Consulting & Retainer Agreement

This Client Service Agreement ("Agreement") is made effective on 10th day of the October month of 2022
(Effective Date)

BETWEEN

(xxxxx Client Company Name xxxxx, a private company), incorporated under Companies Act, 1956 or
Companies Act, 2013, governed by the Companies Act, 2013 and the corresponding company rules , through
(Mr. / Ms. Client Name ) its authorized representative, having its registered office at (Location of client xxxxx)
Client business adress (xxxxxxxx, xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, xxxxxxxxxxx, MH, Pin – 000000),
(hereinafter referred to as the First Party “Client” which expression shall unless repugnant to the context or
meaning thereof mean and include its respective heirs, successors, executors, administrators and permitted
assigns)

AND

Agilect Consulting LLP (The Scatalyst), a Limited Liability Partnership firm, registered under and governed by
the LLP Act, 2008, Having Its registration Number ABB-8250 & ITS PAN ABZFA0686Q, through Ms. Padma
Suryawanshi its authorized representative, carrying on its business at A-4 Mangal Shreenagar, wagle Estate,
Thane West, Mumbai, MH, Pin - 400604, (hereinafter referred to as the “Second-Party- Service Provider”
which expression shall unless repugnant to the context or meaning thereof mean and include its respective heirs,
successors, executors, administrators and permitted assigns)

The Client and the Service Provider are collectively referred to as the "Parties." WHEREAS, the Client is
engaged in (Client Business activity)

AND WHEREAS, the Service Provider is engaged in HR & Consulting Services. Service Provider Business
Type Limited Liability Partnership firm.

AND WHEREAS, Second Party – the service Provider is willing to provide such services in accordance with
such terms and conditions as hereinafter appearing.

AND WHEREAS, the First-Party, after having considered the proposal of the Second Party, has agreed to
appoint the Agilect Consulting LLP (The Scatalyst), on the terms and conditions as hereinafter appearing.

NOW THEREFORE, in consideration of the foregoing recitals and mutual agreements and covenants herein
contained, the parties hereto hereby agree as follows:

Assent:

The First-Party hereby engages Second Party, and Second Party hereby accepts such engagement, upon the
terms and conditions set forth herein, for the period commencing on the Effective Date specified herein above
and ending upon the First-Party’s acceptance of the Service Provider’s complete services and deliverables,
unless earlier terminated pursuant to the terms of this Agreement.

Term:

The agreement shall remain in force originally for a period of (xxx months and xxx years) from the Effective
Date but may be renewed for periods and on the terms and conditions as may be agreed by and between the
parties hereto.

Services and Deliverables:

This Agreement shall be binding on the parties where the Service Provider shall perform the services more
particularly described in the Schedule annexed hereto (the “Services”) and/or deliver the deliverables more
particularly described in the Schedule annexed hereto (the “Deliverables”) and shall deliver the said work in
accordance with the timeline set forth more particularly in the Schedule annexed hereto. Any changes which
will impact on the cost of the project or change the timeline, must be accomplished mutually by both the parties.
The Services and/or Deliverables provided under this Agreement by the Service Provider to the Company is
described in the Schedule annexed hereto.

SCHEDULE ANNEXURE

1-Recruitment Services- 2 Years

2-On Demand Talent Hiring- 4 Years
3- On Demand Talent Solutions- 4 Years
4-Talent Mapping Programs- 2 Years
5-Startup HR Program- 6 Months

Service fees:

The Client shall compensate Agliect Consulting LLP (The Scatalyst) for its professional fees and expenses in
connection with the Services, if any, as set forth in the applicable annexure. The Client agrees that it will not,
without Agilect’s prior written permission, disclose the terms of this agreement or any Proposal (including
Agilect’s fees, expenses and other commercial terms) to any third parties (including the Client’s external
procurement and other service providers).

Agilect Consulting LLP will invoice the Client for professional fees and expenses in connection with the
Services monthly or as otherwise set forth in the applicable Proposal. All invoices are due and payable
immediately on presentation. Should any invoice remain unpaid for more than 30 days after presentation,
interest will accrue on the outstanding amount at the rate of 1% per month, calculated from the 31st day after
presentation until the date of payment.

In case of termination accounts between the parties will be settled (Monthly/quarterly/Half /Half early/ Yearly)
and the credit/debit balance shall be squared up by making necessary payments by the parties.

Timeline:

Each party acknowledges that the timeline is contingent upon timely completion of each phase by each party.
Each party will report delays or anticipated delays as they occur and will make every reasonable effort to
correct the situation.

Service Provider’s Obligation:

The Service Provider shall make all efforts to abide by the covenants with respect to the services and/or
deliverables to be provided to the First-Party. In performing all aspects of the services and/or deliverables,
Second party shall coordinate and consult regularly with (Mr. Ms. Client Name), a designee thereof. In the
event of the First-Party being of opinion on the basis of the performance records that the Second party is failing
in properly performing its duty as dealer, the First-Party shall be at liberty to terminate this agreement by giving
the Service Provider 1 month’s notice in writing and on the expiry of the notice period, this agreement shall
stand terminated and the parties shall settle their accounts within the period of 4 weeks thereafter.

Service Provider’s Rights:

1. The Second Party shall be free and entitled to appoint The Scatalyst - Consultants, Freelance Executive,
or other personnel as required, provided they will function in accordance with the provisions of this
agreement and not do anything which is detrimental to the interest of the First-Party or the second Party
and the collective interests of both.
2. In performing the Services, Second Party is an independent Service Provider, and not an employee of
the First-Party, nor are any of VENDOR’s employees or its contract personnel employees. Service
Provider shall have the right to perform services for others and the sole right to control and direct the
means, methods and manner by which the Services required hereunder will be performed, consistent
with the terms of this Agreement.

Rights of the Client:

1. All materials delivered to the First-Party by the Service Provider shall become the property of the First-
Party, unless the parties agree otherwise in a signed contract. With respect to the Services and/or
Deliverables will be provided including, without limitation, the materials produced under this
agreement, the First-Party is the sole author and owner.

2. To the extent, if any, that Second Party may be deemed the author of any portion of the Services and/or
Deliverables, the Service Provider hereby fully and irrevocably assigns, transfers, conveys and
 relinquishes all rights, title and interest therein including, without limitation, all copyrights to the First-
Party and grants the First-Party a power of attorney coupled with an interest to apply for and obtain all
such copyrights in the First-Party’s name.

Representations and Warranties:

1. Service Provider represents and warrants that its provision of Services and/or delivery of the
Deliverables hereunder will not infringe any patent existing, as per the Patents Act in India on the
Effective Date or any copyright or trade secret which is protected under laws of India.
2. Service Provider represents and warrants that Service Provider’s signing of this Agreement and the
performance of Second party Services hereunder is not and will not be in violation of any other contract,
agreement or understanding to which Service Provider is a party or by which Service Provider is bound.

Confidentiality:
1. It is understood that in the course of the Service Provider's performance hereunder, Second Party may
become privy to information relating to the First-Party’s operations, employees, finances, projects,
products and production plans, research and development, system design, software, hardware, technical
processes and formulas, source codes, activities, and so on. Such information shall be deemed
confidential in every case where either a reasonable person would understand it to be confidential or the
First-Party has identified it as such, unless the information in question
 was already known to Service provider prior to its first disclosure hereunder;
 has become generally known to the public through no fault of the Second Party's; or
 is required by law to be disclosed by the Second party (in which case the Service Provider shall
provide the First-Party with a reasonable opportunity to seek a protective order maintaining
confidentiality).
2. Second Party shall maintain the secrecy of all of the First-Party’s confidential information (including,
without limitation, all confidential information that the First-Party has received or will receive from
third parties), using the same care it applies to its own confidential information, and shall make use of
such confidential information only to the minimum extent necessary to affect the Agreement.
3. Second Party shall not exploit or reveal to any third party any of such information without the First-
Party’s express prior written consent. This provision shall apply to all confidential information, whether
it was exchanged before or after the date of this Agreement.
4. All confidential information referred to in this Clause in whatever form shall at all times remain the
property of the First-Party, and shall, upon request of the First-Party, be delivered by Service Provider to
the First-Party in all tangible forms or promptly destroyed by Second Party to the extent such delivery is
impracticable, with the consent of the First-Party.

Assignment:

Neither party may transfer or assign this Agreement, in whole or in part, in any manner whatsoever without the
prior written consent of the other.

Amendments:

This Agreement may be amended mutually by the Parties only by a written agreement.

Severance of terms:

If any term or provision in this Agreement is held to be either illegal or unenforceable, in whole or in part,
under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form
part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be
affected.

Indemnification:
1. First-Party agrees to indemnify and hold the Service Provider harmless from and against all losses,
damages, liabilities, and claims arising or resulting from the use by the public of the First-Party’s
services and/or products, any injury to person or damage to property caused by the negligence or
misconduct of First-Party, its employees, agents, or independent contractors, arising or resulting from
the handling Services and/or Products.
2. The Second Party agrees to indemnify and hold harmless First-Party against any losses, claims,
damages, liabilities or expenses (including the reasonable cost of investigating and defending any claims
therefore and counsel fees incurred in connection therewith), joint or several, suffered or incurred by
First-Party by reason of any injury to person or damage to property caused by the negligence or
misconduct of the Second Party arising or resulting from the Services and/or Deliverables provided by
the Second Party.

Term & Termination:

This Agreement shall be effective from the Effective Date and shall continue to be in full force and effect unless
terminated -
 on completion of the tenure as specified in the “Term” Clause; or
 by mutual consent of both parties; or
 upon the insolvency, cessation of business operations, or bankruptcy of either party.

Limitation Period:

Time is of the essence with respect to each provision of this Agreement. Failure on the part of any party hereto
to complain of any act or failure to act, of the other party, or to declare the other party in default hereunder,
regardless of how long such failure continues, shall not constitute a waiver of the rights of such party hereunder.

Arbitration:
1. Where any controversy, dispute or disagreement arises between the Parties as to the interpretation or
application of any of the terms, conditions, requirements or obligation under this Agreement or the
performance hereof which the Parties are unable to resolve by agreement, the Parties hereby agree to
refer the controversy, dispute or disagreement to arbitration (xxxxxxxxx xxxxxxxx ) as per the
provisions of Arbitration and Conciliation Act, 1996.
2. All arbitration proceedings shall be conducted in English.

3. The venue for conducting such proceedings shall be Mumbai Maharashtra India.
4. Judgment upon any arbitral award so rendered may be entered in any Court having jurisdiction or
application may be made to such Court for a judicial acceptance of the award and an order to
enforcement, as the case may be.
5. The Parties hereby agree that the Parties shall nevertheless, pending the resolution of the controversy,
dispute or disagreement, continue to fulfill their obligations under this Agreement, so far as they are
reasonably able to do so.

Arbitrator’s/ Lawyer’s Fees:

If any legal action is necessary or if an Arbitrator and/or a Lawyer is retained to enforce this Agreement, the
prevailing Party shall be entitled to reasonable Arbitrator’s and/or Lawyer's fees in addition to any other relief
to which that Party may be entitled.

Jurisdiction:

This Agreement is governed by and shall be construed in accordance with the laws of Mumbai Maharashtra
India.

Entire Agreement

This Agreement contains the entire agreement between the parties relating to the rights herein granted and the
obligations herein assumed. Any oral representations or modifications concerning this Agreement shall be of no
force and effect excepting a subsequent modification in writing signed by all parties hereto.

Prior Agreements Superseded

This Agreement shall supersede and replace any and all prior agreements entered into or otherwise agreed to
between the parties.

IN WITNESS WHEREOF, this Agreement was duly executed on behalf of the Parties on the day and year
first above written.

For and on behalf of First-Party- CLIENT:

Sign : ___
Name : Client Name
Designation : Designation
Date : 10/10/2022

For and on behalf of Vendor

Sign : ___
Name : Padma Suryawanshi
Designation : Co-Founder
Date : 10/10/2022