HARDSKILLS INDIA PRIVATE LIMITED

EMPLOYMENT AGREEMENT

This contract of employment (“Agreement”) is made and executed on this the 01 October 2023 BY AND
BETWEEN:

Hardskills India Private Limited, having its registered office No. 10, South End Street, Kumara Park
East, Bangalore-560001, Karnataka, India (hereinafter referred to as the “Company”, which term shall,
where the context admits, mean and include, its successors and assigns), of the ONE PART.

AND

Chinmayee Thakurdesai, a citizen of India (Aadhar Number 3532 1449 2640), currently residing at 16/C
Janki, Shri Ganeshkripa Soc, RP Nagar, 12th Lane, Kothrud, Pune 411038, Maharashtra, India
(hereinafter referred to as the “Employee”, which term shall, where the context admits, mean and include,
his/her heirs, executors and administrators) of the OTHER PART.

Please initial all pages and sign at the end of this document to signal your acceptance of terms of this
Agreement.

WHEREAS:

To carry on the business of providing customer development, engagement and servicing operations,
software development and testing, data analytics and reporting, content development, content creation,
marketing and sales, vendor support and management, accounting, back-office operations, and other
support services for customers

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS UNDER

1. Commencement and Terms of Employment:

• Your effective date of employment will be 01st October 2023 (“Effective Date”).

• You agree that you will always faithfully, industriously, and to the best of your skill, ability,
experience and talents, perform all of the duties required of your position. In carrying out these
duties and responsibilities, you shall comply with this Agreement, all company policies,
procedures, rules, and regulations, both written and oral, as are announced by the Company,
from time to time. It is also understood and agreed to by you that your assignment, duties and
responsibilities and reporting arrangements may be changed by the Company, in its sole
discretion, without causing termination of this Agreement. This Agreement provides a summary
of the main terms and conditions of your employment with the Company. You will be required
to comply with Company policies and procedures with respect to reimbursement claims, Leave
& Holidays, Sexual Harassment, use of Technology, and such other policies as the Company
may bring into effect during anytime of your employment.

• In consideration of the covenants contained in this Agreement, the Company hereby appoints
the Employee as “Learner Experience and Operations, Senior Associate” on and with
effect from “01st October 2023” to provide the Services and the employee hereby agrees to
provide the Services to the Company on the terms and conditions set forth herein. This
Agreement shall be in force till (“Term”), unless terminated prior thereto in accordance with the
terms hereof.
 • The Term of this Agreement may be extended for such further periods as may be mutually
agreed to in writing by the parties on the same terms as set out herein, subject to variation in
the fees payable.

2. Scope of Services:

• The Employee shall provide services, on the Company’s behalf, as more particularly set out in
Annexure A hereto (“Services”).

• The Company shall have the right to vary the Services. If such variation impacts the terms and
conditions hereof, the parties shall mutually agree upon and accordingly modify this
Agreement. The varied services shall also be duly recorded in Annexure A and shall thereafter
constitute the Services to be provided hereunder.

• The Company shall provide the Employee with the required Proprietary information relating to
Clients (“Proprietary Information”) to enable the Employee to provide the Services.

3. Place of Posting and Assignment: Your regular place of work will be Pune, India. We operate a
hybrid work model, with most of the time working from home at this point. We anticipate having the
team meet periodically to work from a co-working facility in Pune. You may be required to travel to other
places for induction, training or for other official purposes from time to time.

4. Compensation:

• The compensation package offered to you is INR 984,000.

• The CTC is payable subject to deductions under applicable laws, including without limitation the
usual deductions for taxation. You will find the detailed break-up of your CTC in Annexure B
hereto. Your CTC may be varied by the Company from time to time at the discretion of the
Company with prior notification to you.

5. Benefits: You shall also be entitled to receive benefits applicable generally to the Company’s
employees (including without limitation, coverage under health insurance for employees, etc.) and other
benefits provided to people at the same level as you.

6. INDEMNITY: The Employee hereby indemnifies and agrees to keep fully indemnified and hold
harmless the Company and its licensors and any of their respective officers, directors, employees or
agents, from and against any and all claims, losses, liabilities, obligations, damages, expenses and
costs (including without limitation reasonable legal fees), brought against or suffered, jointly or
severally, by them, which result from or arising out of the failure by the Employee to comply with any of
their obligations contained herein.

7. Past Record: We take integrity seriously. If any declaration given or information furnished by you in
the form of degree certificates or other documents to the Company is false and/or if you have willfully
suppressed any material information, we reserve the right to immediately dismiss you from service
without any notice or compensation in lieu, any time after the date you join.
8. Termination:

• Your employment with the Company is at will and is not for a specified term. As an Employee the
notice period in the event of termination by the Company shall be thirty (30) days. However, in the
event of gross misconduct or breach of the terms and conditions, the Company is entitled to
terminate your employment with immediate effect. In this case the Company may offset and/or
withhold any payment made or due to you.

• Notice Period: In case you wish to terminate or formally resign from the employment with the
Company you must serve a forty-five (45) days’ notice period in writing to the Company. The
Company may, at its discretion, relieve you in less than forty-five (45) days, i.e., the stipulated
notice period. The company may at its discretion permit you to (a) adjust vacation adjusted to the
part of notice period (b) pay the CTC in lieu of serving the requisite notice period prior to
resignation.

• Consequences of Termination. In the event of termination of this Agreement for any reason
whatsoever, you will do the following:

a. Handover charge to such person or persons as may be nominated by the Company in that behalf.

b. Surrender to the management of the Company or any person nominated/authorized by it, all
confidential information and property owned by the Company, and which is in your possession or
custody pertaining to or connected with the business of the Company or any subsidiary,
associate, or affiliate of the Company.

c. You shall duly certify in writing that (i) all confidential information and all properties belonging to
the Company have been duly returned to the Company; and (ii) you acknowledge that you are not
entitled to any severance upon termination of your employment and that except the unpaid
remuneration for that particular month you have no claims against the Company and waive any
claim you had or may have had against the Company .

9. Workplace Ethics: You will conform to the industry standard Code of Business Conduct and comply
with the policies and procedures laid down in the Company and communicated to you from time to
time. These include guidelines on dual employment policy, leave policy, information technology
policy, workplace harassment policy amongst others. You will maintain a professional work culture in
the organization in terms of attire, company property maintenance and use.

10. Confidentiality: You hereby acknowledge and agree that all information, especially the Proprietary
Information, whether reduced to writing, possessed by the Company, or relating to the business of the
Company, including all information received, utilized, conceived, originated, or developed by you
independently or with others, during the Term constitutes confidential information of the Company
(“Confidential Information”). You agree and undertake that during the Term and for a period of one (1)
year thereafter, you shall:

• Maintain strict and absolute confidence in all Confidential Information.

• Not directly or indirectly, disclose, reveal, report, publish or transfer any Confidential
Information to any person or entity, by any means whatsoever, without the prior written
approval of the Company.

• Confidential summarize, reproduce, alter, modify, merge, or create derivative works of the
Confidential Information.
 • Use the Confidential Information only for the limited and specific purpose of performing the
Services in accordance with the terms hereof and not use the same, either directly or
indirectly, for his/her benefit or the benefit of any other person or entity, or, for any other
purpose whatsoever.

• Not, while performing Services for the Company, use Confidential Information in a manner
that would have an adverse effect and/or consequences on the Company, its business, and
its customers.

• Not, and shall not permit any other person to remove any proprietary or other legends or
restrictive notices contained in or included in any Confidential Information.

• Not take any Confidential Information from the premises, or reproductions thereof, in any
media whatsoever, except to provide the Services.

• Not intentionally memorize the Confidential Information to reduce or reproduce it in any form
for the purpose of using or exploiting the same.

• Not disclose, divulge, or reveal Confidential Information to his/her future clients in any
manner or form whatsoever.

• Not disclose, reveal, report, or publish Confidential Information in any form or manner over
the internet.

• Promptly notify the Company of any use or disclosure of such Confidential Information in
violation of this Agreement of which he/she becomes aware; and

• Co-operate with the Company in every reasonable way to regain possession of any
Confidential Information that has been disclosed, disseminated or transferred in breach of the
terms hereof and to prevent any further unauthorized use or disclosure of the Confidential
Information.

You shall not disclose any confidential information about the Company, trade secrets or know-how to any
entity or any other third Party. You shall observe and abide by all the terms of the Proprietary Information
and Invention Agreement attached as Annexure C. Breach of any of the terms provided therein will lead
to immediate termination of your employment, in addition to pursuing any other remedies that the
Company may have.

11. Leave: You will be entitled to 20 days of paid annual leave per year as a full-time employee working
a 40-hour week and pro-rata if you work fewer hours per week (part-time). In addition, you will be
entitled to up to 5 days of paid medical/sick leave per year. Hardskills also observes statutory public
holidays of up to 10 days annually for Festival & National Holidays. Maternity/Paternity leave will be as
per the Company’s policy outlined in the Handbook, as amended from time to time. All leave requests
must be approved via email by your manager, and sick days need to be communicated by email to the
Manager and HR head. Travel plans should only be made upon approval of leave application. You may
be required to use your vacation days during the year-end period if the Company observes a ‘power-
down’ between Christmas and the first business day of the New Year. As a small company, we are
unable to accommodate carry forward of leave as a matter of course and requests to carry forward
unused leave from one year to the other will require approval by your manager and a member of the
management team.
12. Office hours: 5-day work week, except on periodic weekends where you might be on customer support
rotation. Our global business hours span from 7 AM to 9 PM IST and you will be expected to work an
8-hour day within this window, with an additional lunch break hour. Exact hours will be confirmed by
agreement with you. From time to time, you may be required to work extra hours or weekends as
needed by the business.

13. Non-compete clause: You shall not during the term of this Agreement, engage, directly or indirectly,
either personally or through an agent, company or through a partnership or as a shareholder, employee,
consultant, advisor, principal contractor or sub-contractor, director, or agent or in any other manner
whatsoever, whether for profit or otherwise, in any business which competes with the business of the
Company or which is a direct competitor of the Company. This clause shall also be applicable for a
period of twelve (12) months from the date of termination of this Agreement, for any reason whatsoever.
You agree and acknowledge that no separate non-compete fees is payable to you, and the
consideration for the non-compete restriction contained herein is deemed to have been received under
this Agreement. You also acknowledge the receipt and sufficiency of such consideration received
towards the non-compete restriction contained herein. Companies on the non-compete list include all
subsidiaries and the primary entities known as Upgrad, Harappa Education, Emeritus, Skillsoft, Harvard
Publishing, Coach Hub and Great Learning.

14. Non-Solicitation: During the term of your employment and for one (1) year thereafter, you will not
encourage or solicit any employee of the Company to leave the Company for any reason or to accept
employment with any other Company. As part of this restriction, you will not interview or provide any
input to any third party regarding any such person during the period in question. However, this obligation
shall not affect any responsibility you may have as an employee of the Company with respect to the
bona fide hiring and firing of Company personnel.

15. No Consultancy: You agree to devote all your business time and attention to the business and affairs
of the Company and shall make your best endeavors in promoting the Company’s interests. You further
agree that, during your employment with the Company, you will not provide consulting services or
become an employee whether for a free or gratis, of any other firm or person, without first informing the
Company of the existence of such proposed relationship and obtaining the prior written consent of your
reporting manager and the human resource manager responsible in the Company. For avoidance of
doubt, you are expected, as employee of the Company to only be focused on employment with the
Company and no other concurrent employment activity.

16. You agree that you are employed on an “at-will” basis. This means that you have the right to resign,
and the Company has the right to terminate your employment at any time for any reason with or
without cause. You further agree that this term of this Agreement can only be modified by the
Company and shall be duly executed by you and the Company.

17. Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of India. The
parties shall amicably resolve all disputes arising out of or in connection with this Agreement, failing
which the disputes shall be settled in accordance with provisions of the Indian Arbitration and
Conciliation Act 1996 by a sole arbitrator to be mutually appointed by the parties. The venue for
arbitration shall be Bangalore and the language for arbitration shall be English. Subject to the above,
the courts in Bangalore shall have exclusive jurisdiction.

18. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such
provisions shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provisions were so excluded and shall be enforceable in accordance with its
terms.

19. You hereby authorize the Company to notify your new employer about your rights and obligations
under this Agreement following the termination of your employment with the Company.
20. This Agreement read with the Proprietary Information and Invention Agreement - sets forth the entire
agreement and understanding between the Company and you relating to the subject matter herein
and merges all prior discussions, including but not limited to any and all statements made by any
officer, employee, or representative of the Company regarding the Company’s financial condition or
future prospects. You understand and acknowledge that, except as set forth in this Agreement read
with the Proprietary Information and Invention Agreement (i) no other representation or inducement
has been made to you, (ii) you have relied on your own judgment and investigation in accepting the
employment with the Company, and (iii) you have not relied on any representation or inducement
made by any officer, employee or representative of the Company.

21. Modification: No modification of or amendment to this Agreement, nor any waiver of any rights under
this Agreement, will be effective unless in writing signed by both the Parties. You understand and agree
that any subsequent change or changes in your role, duties, salary or compensation will not affect the
validity or scope of this Agreement.

22. This Agreement shall be effective as of the first day of your employment with the Company and shall
be binding upon you, your heirs, executor, assigns, and administrators, and shall inure to the benefit of
the Company, its subsidiaries, successors and assigns.

23. This Agreement along with the Proprietary Information and Invention Agreement attached as
Annexure C to the offer letter supersedes any oral communications, commitments made by the
company representatives in any of the clauses mentioned above.

24. Notice: Any notice or other communication to be given by either party to the other pursuant to this
Agreement shall be made electronically signed by or on behalf of the party giving it. It shall be served
by email and shall be deemed to be duly given. The addresses, and email addresses of the parties for
the purpose of notices are as follows:

Employee Hardskills India Private Limited

Attention:
Address:
Email: ----

A party may change or supplement the addresses given above, or designate additional addresses, for
purposes of this clause 25, by giving the other party written notice of the new address in the manner set
forth above.

25. Survival: Clauses 13 and 14 (Non-compete and Non-solicitation Obligations), Clause 10

(Confidentiality), Clause 24 (Notices) and Clause 17 (Governing Law & Dispute Resolution) shall
survive termination of this Agreement.
IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and year first above
written:

Signed & delivered for and on behalf of the

within named Company by its Authorized
Representative

Shoba Purushothaman
Director

Signed and delivered by the within named.

Chinmayee Thakurdesai
 ANNEXURE A to the Agreement

Scope of Work

Duties and Responsibilities:

• You will be part of our day-to-day team that executes learning rollouts for our clients. Your role
primarily involves being a part of the cross-functional, distributed team executing our successful
Cohort-based learning experience.
• Take ownership and support time-critical cohort management activities to ensure seamless
delivery of end-to-end training and experience as per business needs.
• Create status reports and provide backup support to handle client and learner communications
with escalation as needed. In addition, execute other cohort management-related activities on
various platforms on specified business days in the week.
• Ensure seamless day-to-day communication with learners, responses to routine queries and
problem-solving to resolve learner issues through our ticketing system to ensure improved
service levels and learner experience.
• Continue supporting the creation of error-free personal reports and gain confidence in the
creation of accurate cohort summaries/reports as needed with very little or no supervision.
• Participate in webinars as per business requirements and help with recording valuable learner
quotes which are useful for various clients and internal reports and to help improve their user
experience.
• Interact with other key members to ensure transparency and visibility on client engagements and
cohort rollouts, particularly related to issues.
• Smoothly handover each day to team members to ensure a seamless transition.
• Understand and gain confidence (to be able to handle it with limited supervision) in planning &
tracking for our external grading as well as our internal team to ensure up-to-date marking and
report creation.
• Accurate management of Accredible by creating error-free groups, ensuring all client groups are
in place before issuance of the certificate and accurate certificate distribution.
• You will be the primary liaison for North Pass on learner management, working with Krish. In
addition, you will ensure timely escalations to North Pass in case of any deviations.
• Contribute to developing products and processes through your intimate understanding of our
value proposition at the client contacts level and the end-learner.
 ANNEXURE B to the Agreement

Employee Name: Chinmayee Thakurdesai

Annual CTC in INR INR 82000/ month CTC 984,000

Compensation Detail Monthly Annual

Fixed (A)
Basic 32,800 393,600
HRA 13,120 157,440
Telephone and Internet 1000 12,000
Leave Travel Allowance 2736 32,826
Special Allowance 30,544 366,534
Total (B) 80200 962400

Statutory components Annual Benefits (C)

Company PF Contribution 1800 21600

Total ( C ) 1800 21600

CTC (A+B+C) 82,000 984,000

Note:

• TDS would be deducted as applicable under Income-tax provisions.

• Provident fund, whenever becomes applicable to the company and opted for by you, the employer’s
contribution to PF shall be deducted from “Other allowances” and the structure would change
accordingly.

Acceptance:
You have read this agreement carefully and you understand and accept the obligations which it imposes
upon you without reservation. No promises or representations have been made to you to induce you to sign
this agreement. You sign this agreement voluntarily and freely.

Candidate Name: Chinmayee Thakurdesai

Signature:

Date: 01st October 2023

 ANNEXURE C to the Agreement

Proprietary Information and Invention Agreement

This Proprietary Information and Invention Agreement (“Agreement”) is made and entered into between
Hardskills India Private Limited ("Company”), with its registered office at No. 10, South End Street,
Kumara Park East, Bangalore-560001, Karnataka, India and Chinmayee Thakurdesai an individual
(“you”). You are required to initial all pages and sign at the end of this document to signify your
acceptance of the terms contained under this Agreement.

1. You understand that the Company possesses and will possess Proprietary Information, which is
important to its business. For the purposes of this Agreement, “Proprietary Information” shall mean
any confidential and/or proprietary information belonging or relating to the Company or its vendors,
customers or other third parties including the following (i) Intellectual Property Rights and details
regarding the inventions, innovations, works or intellectual property rights whether registered or
unregistered and including all applications and rights to apply for any of the same; patents, trade-
marks, service-marks, trade names, service names, domain names, designs, copyright, content,
treatments, plans, animations, audio, videos, edits, cohort-management processes and protocols,
measurement framework, feedback analysis processes and framework, report creation, methods and
designs, trade secrets, ideas, and know-how including the Company Documents And Materials of the
vendors, customers or other associates of the Company disclosed to you during the course of your
employment with the Company; (ii) information relating to the development, utility, operation,
functionality, performance, cost, present and proposed businesses, formulae, ideas, strategies,
techniques, policy, data related to employees, present or proposed vendors/customers, research and
development, financial statements, budgets, and other financial details, business and marketing
plans, forecasts, licenses, price lists, quotes, bids, controls, operating procedures, responsibilities,
policies and procedures, software programs and files, operating manuals, user manuals,
documentation etc.; (iii) confidential and proprietary information of third parties, including former,
existing or prospective agents, customers, partners, vendors, suppliers, or affiliates; (iv) the terms
and conditions of this Agreement; and (v) all record-bearing media containing or disclosing the above
information or techniques, whether identified as expressly “confidential” or not. The term ‘Proprietary
Information’ shall not include (a) information that is publicly available through no fault of yours and (b)
information disclosed by third parties without any obligation of confidentiality. You understand that
your employment creates a relationship of confidence and trust between you and the Company with
respect to Proprietary Information.

2. You further understand that the Company possesses or will possess “Company Documents and
Materials” which are important to its business. For the purposes of this Agreement, “Company
Documents and Materials” means Intellectual Property Rights or parts thereof, conceived, developed,
or otherwise made by you, alone or jointly with other employees (a) in any way relating to the
Company’s business; (b) during the course of your employment with the Company; (c) using tools,
resources or materials belonging to the Company; (d) or based on material or information belonging
to the Company; whether or not made during the your regular working hours or whether or not made
on the Company’s premises.. “Intellectual Property Rights” shall mean any and all intellectual
property rights, whether or not filed, registered or recorded and whether now or hereafter existing,
filed, issued or acquired in relation to the business of the Company and the Company Documents and
Materials including any improvements thereto in any and all parts of the world, including without
limitation: (i) patents, patent disclosures, patent rights, know-how, including any and all divisions, re-
issues, re-examinations, utility, model and design patents/ rights or any extensions thereof; (ii) rights
associated with works of authorships, including without limitation, copyrights, copyright applications,
copyright registrations; (iii) rights in trademarks, trademark registrations, and applications therefor,
trade names, service marks, service names, logos, or trade dress and corporate names and other
source indicators and registrations and applications for registration and foreign counterparts thereof,
 and the goodwill; (iv) rights relating to the protection of trade secrets and Confidential Information;
and (v) internet domain names, internet and world wide web URLs or addresses; (vi) mask work
rights, mask work registrations and applications therefore; (vii) all other intellectual property rights
anywhere in the world including rights of privacy and publicity, whether or not requiring registration
and whether or not such registration has been obtained thereof; (viii) designs including registrations
and applications for registration thereof; (ix) computer software, data and documentation; (x)
inventions, trade secrets, know-how, business intelligence and confidential business xi) proprietary
information, whether patentable or non-patentable and whether or not reduced to practice; (xii) know-
how, manufacturing and product processes and techniques, and research and development
information, financial, marketing and business data, pricing and cost information, business and
marketing plans and customer and supplier lists and information, formulae, algorithms and blue prints
and specifications both printed and electronic, manufacture and manufacturer part number, and bill of
materials used in the manufacture of the product; and (xiii) copies and tangible embodiments thereof.

3. In consideration of your employment by the Company and the compensation received by you from the
Company from time to time, you hereby agree as follows:
o All Proprietary Information created during the course of your employment with the Company
shall be the sole and absolute property of the Company from the date of creation thereof. To
the extent that the Company Documents and Materials or any portion thereof needs to be
assigned to the Company to ensure that the Company is sole and absolute owner thereof, you
hereby assign and agree to assign in the future to Company all rights, title, and interest in and
to any and all of the portion of the Company Documents and Materials. To the extent permitted
by applicable Law, the moral rights in relation to the Company Documents and Materials shall
also vest in the Company. To the extent such moral rights cannot be assigned to Company
and to the extent the following is allowed by the laws in any country where moral rights exist,
you hereby unconditionally and irrevocably waive the enforcement of such moral rights, and all
claim and cause of action of any kind against Company or related to Company’s customers,
with respect to such rights. You further confirm that your legal heirs shall not retain any moral
rights in the Company Documents and Materials. You hereby irrevocably appoint the Company
as your attorney for the purpose of (a) ensuring that the ownership of the Company Documents
and Materials vests in the Company and (b) for the purposes of seeking registration or other
statutory protection in relation to the Company Documents and Materials. You acknowledge
that the Company has an interest in the agency and that the same may not be terminated to
the prejudice of the Company. Termination of your employment shall not result in termination
of the agency.

o At all times, both during your employment by the Company and after its termination, you will
keep in confidence and trust and will not use or disclose any Proprietary Information or anything
relating to it without prior written consent of an officer of the Company, except as may be
necessary in the ordinary course of performing your duties to the Company.

o You agree to make and maintain adequate and current written records, in a form specified by
the Company, of all inventions, trade secrets and works of authorship assigned or to be
assigned to the Company pursuant to this Agreement. All Company Documents and Materials
shall be the sole property of the Company. You agree that during your employment by the
Company, you will not remove any Company Documents and Materials from the business
premises of the Company or deliver any Company Documents and Materials to any person or
entity outside the Company, except as required to do in connection with performing the duties
of your employment. You further agree that, immediately upon the termination of employment
for any reason, or during your employment if so requested by the Company, you will return all
Company Documents and Materials, apparatus, equipment and other physical property, except
only (i) your personal copies of records relating to your compensation; (ii) your personal copies
of any materials relating to the business and or work performed; and (iii) your copy of this
Agreement.
 o You will promptly disclose in writing to your immediate supervisor, or to such other person
designated by the Company, all “Inventions”, which includes, without limitation, all software
programs or subroutines, source or object codes, algorithms, improvements, inventions, works
of authorship, trade secrets, technology, designs, formulas, ideas, processes, techniques,
know-practice or developed by you, either alone or jointly with others, during the term of your
employment. You agree that all such Inventions which you make, discover, conceive, reduce
to practice or develop (in whole or in part, either alone or jointly with others) during your
employment shall be the sole property of the Company. Further, you will also disclose to the
Promoters of the Company all Inventions made, discovered, conceived, reduced to practice, or
developed by you within six (6) months after the termination of your employment with the
Company which resulted, in whole or in part, from replication, reverse engineering or re-
compiling from your employment with the Company.

o You acknowledge that the Company shall be the sole owner of all Intellectual Property Rights
in connection with Inventions that are solely designed by the Company or its employees. You
further acknowledge and agree that such Inventions, including, without limitation, any computer
programs, programming documentations, and other works of authorship, are works made for
hire for purposes of the Company’s rights under copyright and/or other IP laws. You hereby
assign to the Company all rights, title and interest you may have or acquire in such Inventions.
If in the course of your employment with the Company, you incorporate into a Company
product, process or machine a prior Invention owned by you or in which you have interest, the
Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable,
perpetual, sub-licensable, worldwide license to make, have made, modify, use, market, sell
and distributed such prior Invention as part of or in connection with such product, process or
machine.

o You agree to perform during and after your employment, all acts deemed necessary or
desirable by the Company to permit and assist it, at the Company’s expense, in further
evidencing and perfecting the assignments made to the Company under this Agreement and
in obtaining, maintaining, defending and enforcing patents, patent rights, copyrights, trademark
rights, trade secret rights or any other rights in connection with such Inventions and
improvements thereto and any and all countries. Such acts may include, but are not limited to,
execution of documents and assistance or co-operation in legal proceedings, including the
perfection of assignment and the prosecution and issuance of patents, patent applications,
copyright applications and registrations, trademark applications and registrations or other rights
in connection with such Inventions and improvements thereto with the same legal force and
effect as if executed by you.

o You shall keep confidential the Proprietary Information and not disclose the same to any third
party or use the same for your benefit or for the benefit (financial or otherwise) of any third
party, except as expressly permitted by the Agreement or except with the prior written consent
of the Company.

4. Dispute Resolution. All disputes and differences arising out of or in connection with any of the matters
set out in this Agreement (“Dispute”), if not resolved by amicable settlement within 30 (thirty) days from
the Dispute, shall be finally and conclusively determined by arbitration by a sole arbitrator mutually
appointed by the Parties to the dispute, in accordance with the Arbitration and Conciliation Act, 1996,
of India, for the time being in force.

a. The arbitrator/ panel (as the case maybe) shall reach and render a decision in writing with
respect to the appropriate award to be rendered or remedy to be granted pursuant to the
dispute.
 b. To the extent practical, decisions of the arbitrator/ panel (as the case maybe) shall be rendered
no more than ninety (90) days following commencement of proceedings with respect thereto.

c. The arbitration shall be conducted in English, and the venue for arbitration shall be Bangalore.

d. The arbitrator/panel (as the case maybe) shall be entitled to award costs of the arbitration.

5. Notice: Any notice or other communication to be given by either party to the other pursuant to this
Agreement shall be made electronically signed by or on behalf of the party giving it. It shall be served
by email. The addresses and email address are the same as referred to in clause 23 of Annexure I.

6. Amendments: Except as set forth herein, no amendment to this Agreement shall be binding unless
such amendment or alteration is in writing and is signed by the Company.

7. This Agreement read with the Proprietary Information and Invention Agreement - sets forth the entire
agreement and understanding between the Company and you relating to the subject matter herein and
merges all prior discussions, including but not limited to any and all statements made by any officer,
employee or representative of the Company regarding the Company’s financial condition or future
prospects. You understand and acknowledge that, except as set forth in this Agreement read with the
Proprietary Information and Invention Agreement (i) no other representation or inducement has been
made to you, (ii) you have relied on your own judgment and investigation in accepting the employment
with the Company, and (iii) you have not relied on any representation or inducement made by any
officer, employee, or representative of the Company.

8. Employee’s representation:

You hereby represent, warrant, and confirm that:

a. You have executed and delivered this Agreement as your free and voluntary act, after having
determined that the provisions contained herein are of benefit to you, and that the duties and
obligations imposed on you hereunder are fair and reasonable and will not prevent you from
earning a comparable livelihood following the termination of your employment with the
Company.

b. You have read and fully understood the terms and conditions set forth herein and the benefits
and consequences of entering into this Agreement; and

c. The execution of this Agreement by you and performance of your obligations, responsibilities
and duties hereunder shall not result in the breach of any of your obligations, covenants or
undertakings (including any professional, statutory, contractual or fiduciary duties or
obligations) to any other Person.

9. Remedies: You acknowledge that the Company will suffer immediate, material, immeasurable,
continuing and irreparable damage and may not have adequate monetary remedies if you breach the
terms or conditions of this Agreement. You acknowledge that the Company will be entitled to institute
and prosecute proceedings in any court of competent jurisdiction to prevent you from violating any
contractual or legal obligation or to compel performance of your obligations hereunder. Relief of
injunction and/or specific performance shall be in addition to any remedy for damages which the
Company may be entitled to.

10. Severability: If one or more provisions of this Agreement are held to be illegal, invalid, or unenforceable
under Applicable Law, such provision of the Agreement shall be renegotiated in good faith. In the event
 an enforceable replacement for such provision is possible, then (a) such provision shall be excluded
from this Agreement, and (b) the balance of the Agreement shall be interpreted as if such provision
were so excluded.

11. Waivers: If the Company shall waive its rights accruing to it, due to breach of any of the provisions of
this Agreement, such a waiver shall not be construed as continuing waiver of other breaches of the
same kind or other provisions of this Agreement. None of the terms of this Agreement shall be deemed
to have been waived or altered unless such waiver or alteration is in writing and is signed by the
Company.

12. Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance
with the laws of India. The courts at Bangalore India shall have the exclusive jurisdiction on the matters
arising from or in connection with this Agreement, without regard to the principles of conflicts of laws.

This Agreement will survive the termination of the employment agreement entered by you with the
Company.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the day and year first
above written:

Signed & delivered for and on behalf of the

within named Company by its Authorized
Representative

Shoba Purushothaman
Director

Signed and delivered by the within named.

Chinmayee Thakurdesai