TECHINCAL CONSULTANCY AGREEMENT

This Technical Consultancy Agreement (hereinafter “Agreement”) is hereby entered

into as of this the 6th day of November, 2023 (“Effective Date”)

BY AND BETWEEN

Amnex Infotechnologies Private Limited a private limited company incorporated

under the Companies Act, 1956 having its registered office at B-1301, Mondeal
Heights, Nr. Novotel Hotel, S.G. Highway, Ahmedabad, 380015 (the “Client”
which term shall include parent and subsidiary companies and permitted assigns);

AND

Shree Maruti Scientific, Ahmedabad a proprietary firm having its registered office
at I-1, SAVITA PARK, OPP. GOVIND VAADI, ISANPUR, AHMEDABAD-
382443 and represented through its proprietor (the “Consultant”, which term
shall include successors and permitted assigns).

The Client and Consultant are hereinafter collectively referred to as the “Parties” and
individually referred to as the “Party”.

WHEREAS, the Client is in the business of Software Development and System

Integration across various segments viz. Smart Cities, Digital Agriculture, Intelligent
Transit Management System, Automated Fare Collection System, Adaptive Traffic
Control System, Data Fabric, Geographic Information System, Digital Mining
Solutions in multiple states of India and abroad.

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WHEREAS, the Consultant is in the business of providing technical expertise on
consultancy basis;

WHEREAS, the Client desires to engage the Consultant to provide certain services in
the area of Consultant’s expertise and the Consultant is willing to provide such
services to the Client;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set

forth below, it is hereby covenanted and agreed by the Client and the Consultant as
follows:

1. SERVICES/WORK.

Subject to the terms and conditions set forth herein, Client hereby engages the
Consultant to perform, and Consultant agrees to perform, professional services as per
industry standards in relation to its requirements as described more in detail in
Annexure A (“Work”).

2. DELIVERABLES

As per Timelines mutually agreed between Parties during the term and upon
completion of term of this Agreement, Consultant shall submit the completed Work in
the format reasonably acceptable to Client. Subject to the terms set forth herein,
including section 3 below, the manner and method of producing the Work is
monitored by the Client and the Consultant shall carry on such Work as long as they
comply with Client requirements, which shall be described in Annexure A or may be
communicated in writing to Consultant (including over e-mail). Consultant is obliged
to deliver the Work in the manner and timelines communicated by the Client.

3. OBLIGATIONS AND WARRANTIES OF CONSULTANT.

a) Upon submitting the Work to the Client, Consultant represents and warrants
that the Work (or any part of it):
• is original and does not infringe upon any other party intellectual property
rights (is not owned by any third party fully or partially);
• complies with all requirements provided by the Client in Annexure A;
• has not been obtained by unlawful means;
b) The Consultant acknowledges and agrees that if they fail to adequately
complete the Work by the agreed due date, the Client has the sole right to cancel this
Agreement. If the Consultant fails to meet the Work deadline, they must contact
the Client to request deadline extension at least 7 days prior to the due date. Extension
may be granted at the Client’s sole discretion.
c) The Work must conform to general standards as determined by the Client.
Consultant acknowledges and represents that if the Work fails to conform to the
general standards, the Client has the sole right to request immediate revision of the
Work, deny payment, and/or cancel this Agreement. If the Work is deemed
inappropriate by the Client at the time of submission either for content or other
reasons, the Client has the sole right to request immediate revision of Work, deny

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payment, and/or refuse to use any portion of the Work related to the business of
Client or otherwise.

4. Representations and warranties of the Consultant

The Consultant represents and warrants to the Client that:

a) it is duly organized and validly existing under the laws of India, and has full
power and authority to execute and perform its obligations under this Agreement
to carry out the transactions contemplated hereby;
b) it has the financial standing and capacity to perform its obligations under the
Agreement and is a competent provider of services as per requirements to meet
the Work objectives;
c) it has taken all necessary corporate and other actions under laws applicable to its
business to authorize the execution and delivery of this Agreement and to validly
exercise its rights and perform its obligations under this Agreement;
d) in providing the Services, it shall use reasonable endeavours not to cause any
unnecessary disruption to Client’s normal business operations
e) This Agreement has been duly executed by it and constitutes a legal, valid and
binding obligation, enforceable against it in accordance with the terms hereof, and
its obligations under this Agreement shall be legally valid, binding and
enforceable against it in accordance with the terms hereof;
f) the execution, delivery and performance of this Agreement shall not conflict with
or result in the breach of or constitute a default by any of the terms of its
Memorandum and Articles of Association or any Applicable Laws or any
covenant, contract, agreement, arrangement, understanding, decree or order to
which it is a party or by which it or any of its properties or assets is bound or
affected;
g) it has complied with Applicable Laws in all material respects and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have an Adverse Effect on its
ability to perform its obligations under the Agreement;
h) The Consultant fully indemnifies the Client, from any damages arising out of
breach of the aforesaid conditions.

5. COMPENSATION.

a) The Consultant shall be compensated for the Services with an amount of Rs.
[50000 + GST] (Rupees Fifty Thousand + GST]) per month, and no other fee or
expenses shall be paid to the Consultant, unless the Client has approved such fee or
expenses in writing.
b) The Consultant shall raise invoice only after sharing the work log and getting
the same validated from the Client.
c) The Consultant shall duly pay all applicable taxes including but not limited to
GST and shall share the documentary evidence for the same to the Client. In case of
non-compliance for the same, Client has the right to hold payments, terminate this
Agreement immediately without any liabilities at its sole discretion.

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 d) The completeness of the Services and work product shall be determined by the
Client in its sole discretion, and the Consultant agrees to make all revisions, additions,
deletions or alterations as requested by the Client.
e) The Compensation shall be charged monthly.
f) The Consultant shall be paid the undisputed monthly amount within 30 days
from the date of receipt of clear invoice as per format acceptable to Client. The
payment shall be made after deduction of any applicable deductions to such amount.
g) The Consultant shall be solely responsible for any and all taxes, social security
contributions or payments, disability insurance, unemployment taxes, and other
payroll type taxes or other legal requirements applicable to such compensation or to
the Consultant.
h) The Consultant hereby indemnifies and holds the Client harmless from any
claims, penalties, losses, costs, liabilities, injuries or damages suffered by the Client
arising out of the Consultant’s failure with respect to its obligations under this
Agreement.

6. OWNERSHIP AND ASSIGNMENT

a) Ownership:

i.The Parties agree that the Client shall have complete and sole ownership over the
Work or Services performed by the Consultant under this Agreement.
ii.The Consultant shall promptly disclose in writing to the Client all works, products,
discoveries, developments, designs, innovations, improvements, inventions, and data
(whether or not at a commercial stage, or registrable under any intellectual property
laws) which are authored, made, reduced to practice or learned by the Consultant
(either alone or jointly with others) during the period that Consultant provides the
Services to the Client, as a result of performing the Services including any concepts,
ideas, suggestions and approaches related thereto or contained therein.
iii.All materials, including without limitation any ideas, concepts or notes including all
alterations thereof, which are developed in the process of performing the Services, or
relate to the Services and Confidential Information (defined below) or any of the
above are the property of Client, and shall be returned by Consultant to the Client
promptly at the Client’s request together with any copies thereof.

b) Assignment:

i.The Consultant hereby assigns and agrees to assign to the Client, without royalty or any
other consideration except as expressly set forth herein, all worldwide right, title and
interest that the Consultant may have or acquire in and to the Client, its successors,
assignees, or nominees, the Receiving Party’s right, title and interest, if any, in any
patents, trade secrets, trademarks, copyrights, or other intellectual property rights or
proprietary information embodied in or relating to Consultant’s work under this
Agreement.
ii.At the Client’s request, the Consultant hereby agrees to cooperate with the Client and do
all such actions and execute any documents necessary to give effect to the provisions of
this section.

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 7. NON-COMPETE

The Consultant agrees that neither they provide or, individually or collectively nor
their partners, employees or assigns, will form a company or other entity providing
similar or the same Products and Services as Client or enter into any other
Agreements with other entities or persons which provide the same Products and
Services as Client for a period of Two (2) calendar years following the termination of
this Agreement or any extensions thereof. Further the Consultant hereby undertakes
not to solicit or contact any customers of the Client for providing services or products
similar as Client for period of Two (2) calendar years following the termination of
this Agreement or any extensions thereof.

8. RELATIONSHIP OF THE PARTIES

a) The Consultant and Consultant Personnel, if any, shall, at all times, remain
independent contractors and nothing in this Agreement shall be construed to create
the relationship of employer and employee, principal and agent, partnership or joint
venture, or any other fiduciary relationship.
b) The Consultant may not act as agent for, or on behalf of, the Client, or to
represent the Client, or bind the Client in any manner.
c) The Consultant shall not contact any of the potential or existing customers of
the Client without Client’s express written consent.
d) Neither the Consultant, nor any of the Consultant Personnel, shall be entitled
to any benefits accorded to any employees of the Client or other benefits generally
granted to employees including but not limited to insurance, vacation, retirement
benefits and sick pay.

9. CONFIDENTIALITY

a) Confidential Information:

i.The Client owns and may develop, compile and own certain proprietary techniques,
trade secrets, and confidential information, which are very valuable to the Client
(collectively, “Confidential Information”). The Client may disclose Client
Information to Consultant during the Consultant's performance of the Services.
ii.Confidential Information is any information relating to the Client that is not
accessible by the general public and includes not only information disclosed by
Client, but also information developed or learned by Consultant during Consultant's
performance of the Services. Client Information is to be broadly defined and includes
all information, which has or could have commercial value or other utility in the
business that the Client is or may be engaged in and the unauthorized disclosure of
which could be detrimental to the interests of Client, whether or not such information
is identified by Client.
iii.Confidential Information includes, but is not limited to, details of customers and
business contacts, developments, designs, inventions, software, techniques, know-
how, data, marketing, sales or other business information, scripts, costs and resources,
tools used; and all derivatives or improvements to any of the above.

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b) Non- disclosure and Protection:

The Consultant agrees that at all times during or subsequent to the performance of the
Services, the Consultant will keep confidential and not disclose or cause to be
disclosed, publish, disseminate or otherwise make available or use Confidential
Information, except for the Consultant's own use during the Term of this Agreement
and only to the extent necessary to perform the Services. The Consultant shall not
remove or cause to removed tangible embodiments of, or electronic files containing,
Confidential Information from the Client, without prior written approval of the Client.

10. TERM AND TERMINATION

a) Term: This Agreement shall take effect immediately from the Effective Date
and continue to remain in full force and effect for a period of 6 (Six) months and the
Parties have the option of renewing the same through a written instrument stating the
same (hereinafter, the “Term”), unless terminated earlier in accordance with this
Agreement.

b) Termination: Either Party may terminate this Agreement for cause by

providing the other Party written notice if the other Party: (i) is in material breach of
this Agreement and has failed to cure such breach within 30 (30) days or any such
period mentioned in the notice after its receipt of written notice of such breach
provided by the non-breaching Party; (ii) engages in any unlawful business practice
related to that Party's performance under the Agreement; or (iii) files a petition for
bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, makes an
assignment for the benefit of its creditors, or has a receiver, trustee or similar party
appointed for its property. The Parties shall give a notice of 1 (one) month prior to
termination.

11. INDEMNIFICATION.

Consultant agrees to hold Client harmless for any such damages that may arise from
Consultant’s work product including for third party infringement. In no event shall
Client be liable for any direct, indirect, punitive, incidental, special consequential
damages whatsoever arising out of or connected with the use or misuse of Work.
Client assumes no responsibility for any special, incidental, indirect, or consequential
damages of any kind, or any damages whatsoever.

12. LIABILITY.

Except with respect to the parties’ indemnification obligations, neither party shall be
liable to the other for any special, indirect, incidental, punitive, or consequential
damages arising from or related to this agreement, including bodily injury, death, loss
of revenue, or profits or other benefits, and claims by any third party, even if the
parties have been advised of the possibility of such damages. The foregoing limitation
applies to all causes of action in the aggregate, including without limitation to breach
of contract, breach of warranty, negligence, strict liability, and other torts.

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13. MISCELLANEOUS.

a) Entire Agreement: This Agreement, and any annexures, duplicates, or

copies, constitutes the entire agreement between the Parties with respect to the subject
matter of this Agreement, and supersedes all prior negotiations, agreements,
representations, and understandings of any kind, whether written or oral, between the
Parties, preceding the date of this Agreement.

b) Amendments and Assignment: This Agreement may be amended only by

written agreement duly executed by an authorized representative of each party. This
Agreement shall not be assigned by either party without the express, written consent
of the other party

c) Severability: If any provision or provisions of this Agreement shall be held

unenforceable for any reason, then such provision shall be modified to reflect the
parties’ intention. All remaining provisions of this Agreement shall remain in full
force and effect for the duration of this Agreement.

d) No Waiver: A failure or delay in exercising any right, power or privilege in

respect of this Agreement will not be presumed to operate as a waiver, and a single or
partial exercise of any right, power or privilege will not be presumed to preclude any
subsequent or further exercise, of that right, power or privilege or the exercise of any
other right, power or privilege.

e) Dispute Resolution, Governing Law and Jurisdiction: i) The Parties agree

to first mediate any disputes or claims between them in good faith and resolve the
disputes amicably and share the cost of mediation equally. In the event that mediation
fails, any claim arising out of or relating to this Agreement shall be settled by
Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. All
hearings will be held in Ahmedabad and shall be conducted in English. The
proceeding shall be conducted by a sole arbitrator mutually appointed by the Parties
ii) This Agreement shall be governed by and construed in accordance with the laws of
India. The adjudication of any dispute will be the exclusive jurisdiction of the courts
of Ahmedabad.

f) Time: The Consultant agrees that time is of the essence in this Agreement.

g) Notice: Any notice, demand, or request with respect to this Agreement shall
be in writing and shall be effective only if it is delivered by personal service, by air
courier or emailed to the address set forth below.

If to Client: If to Consultant:
Kind Attention: Vimal Shah Kind Attention Ronak Thakkar
Address: B-1301, Mondeal Heights, Address: I-1, SAVITA PARK,
Nr. Novotel Hotel, S.G. Highway, OPP. GOVIND VAADI, ISANPUR,
Ahmedabad 380015 AHMEDABAD-382443
E-mail: [email protected] E-mail: [email protected]
Phone Phone:9409406628

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h) Headings: The numbering and captions of the various sections are solely for
convenience and reference only and shall not affect the scope, meaning, intent or
interpretation of the provisions of this Agreement, nor shall such headings otherwise
be given any legal effect.

The Parties have read and understood all the terms herein and are voluntarily,
free of any coercion, signing this Agreement on the date stated in the
introductory clause.

For Amnex Infotechnologies Private For (“Shree Maruti Scientific”)

Limited

Name: Vimal Shah Name: RONAK P. THAKKAR

Designation: SBU Head -Resource and Designation: proprietor
Logistics

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 ANNEXURE - A
Details of Services

1. Services to be provided by consultant:

Sr. Tasks Activities Dependencies Deadline

No.
1 Internal Internal workshops
Workshop in Sessions
number as (Online/Offline) for
required and entire HES Team to
communicated share basic
by Client understanding about,
1) Automatic Meter
Reading Infrastructure
(AMI) with key
components details i.e.,
Smart Meter, DCU,
HES, MDM etc.
2) DLMS protocol
understanding and role
of DLMS in meter data
exchange
2 Integration with 1) Serial 1) Keys required
at least 2 nos. of communication data from Smart Meters
Smart Meter synchronization OEM/Manufacturer
makes per 2) Knowledge Transfer 2) Optical Port for
months after on data retrieved Serial
deployment of communication
platform on HPL
Make Meters
3 Integration with 1) Remote 1) Client Server
at least 2 nos. of communication via SIM connection needed
Smart Meter Card
makes per 2) Consulting to
months on HES Developers for
Application after developing DLMS
deployment of Adaptor
platform on HPL 3) DLMS protocol
Make Meters understanding
document in the form of
PPT.
4) Communication of
Smart meter with HES
application through
GPRS, NB-IoT,
4 HES UI 1)
Validation & Verification/Validation
enhancement of Data retrieved via
with respect to HES from HPL Meter

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 Industry 2) Consulting on UI
requirement changes
5 Integration of 1) Consulting for 1) Procurement of
Smart Meter via Remote communication DCU as well as NIC
DCU on HES on RF-Mesh via DCU Card
Application to Developers and IOT 2) Procurement of
Team for developing RF communicable
DLMS Adaptor Meter in case if
Smart Meter is not
feasible
6 Participation 1) Onsite/Offsite
during external presence required
Client/MSI during external
Meeting client/MSI meeting as a
Subject Matter Expert
(SME) as required and
requested by Client

Additional Services may be added by parties by mutual agreement in writing.

2. Work product to be delivered by consultant

✓ [ ] Oral recommendations

[] Written reports
[] Daily
✓ [] Weekly (Work log report with Hours)
[] Monthly
[] Upon Completion
[ *] Other:

[ *] Notes, Drafts, Working Papers, etc.

3. Schedule for Completion of Work:

Deadline of tasks: 6 Months (May extend based on mutual agreement)

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