EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made on May 14, 2024 (“Execution Date”) and is effective from
August 1, 2023 (“Effective Date”)

BY AND BETWEEN:

Clazar Tech Private Limited, a company incorporated under the Companies Act,2013, having its registered
office 772, 3rd Floor, Sector 45, Near Park Gurgaon, Haryana - 122003 (hereinafter referred to as (“Company”)
(which term shall mean and include its successors and permitted assigns) of the FIRST PART;

AND

Name [ ___________________ ], having PAN [______________], residing at

[____________________________________] (hereinafter referred to as the “Employee”, which expression shall,
unless it be repugnant to the context or the meaning thereof be deemed to mean and include their legal heirs,
executors and administrators) of the SECOND PART.

WHEREAS the Company desires to engage the Employee on the terms and conditions as set out in this
Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

Appointment.

In addition to the terms stipulated in the “Offer Letter”, the Employee will report to [Aayush Bahuguna ]
(“Manager”). The Employee’s designation and reporting relationship may undergo a change from time to time
as may be determined by the Company.

The Company may require the Employee to undergo a medical examination from time to time and submit a
medical report certifying the Employee's fitness in performing their duties and obligations under this
Agreement.

The Employee shall be required to undergo mandatory background screening prior to as well as during the
employment, as deemed necessary by the Company. The employment is conditional upon completion of a
background screening of the Employee.

Terms of Employment

In addition to the terms stipulated in the ‘Offer Letter’ and this Agreement, the Employee will be bound by the
code of conduct/policies/employee handbook and all other rules, regulations, policies and orders issued by the
Company from time to time in relation to conduct, discipline, rules, regulation, policies etc.

The Employee is in the full-time employment of the Company, and will be obligated to devote their entire time,
attention and effort to the furtherance of the business of the Company and to continually develop their
professional skills in the interest of the Company and yourself. You shall not, during your employment with the
Company, directly or indirectly engage yourself or devote your time or attention to any employment, business,
or position of monetary interest or otherwise, other than that of the Company.

The Employee shall mandatorily keep the Company informed in the event that the Employee intends or
participate in any program, event, function, seminar, conference, talk, etc., wherein the Employee shall be
introduced as an employee of the Company or deemed to be associated to the Company in any manner
whatsoever.

Remuneration

The break-up of the Employee’s salary shall be as set out in the Offer Letter. The Employee will be solely liable
for their personal tax liabilities and the Company makes no assurances that the remuneration has been
structured in the most tax efficient manner or tax treatment applicable to certain emoluments, allowances or
benefits will continue for the entire term of employment. The salary shall be paid in accordance with the
Company's normal payroll practices. The breakdown of the salary may need to be revised from time to time in
keeping with regulatory developments or otherwise, and the Company will not be liable for any additional tax
liability the Employee may face due to such revisions. The Employee's compensation will be reviewed
periodically by the Company and any increase will be discretionary and subject to and on basis of effective
performance and Company results during the period. The Employee will also be entitled to compensation under
the Employee's Compensation Act, 1923 in case such of any injury caused by an accident arising out of and in
the course of employment.

Expenses and Deductions

The Employee is authorized to incur reasonable and necessary expenses in business related travels, lodging
and other expenses in the performance of their duties under this Agreement, provided such expenses are
substantiated. The Company shall pay or reimburse such expenses to the extent the Employee submits
vouchers or other documentation in accordance with the Company's policy. No personal expenses of the
Employee shall be borne or reimbursed by the Company.

The Employee agrees and acknowledges that the Company may, subject to applicable laws, at any time during
the term of employment or cessation thereof, deduct from the Employee's salary, or final settlement, any
amounts owed by the Employee, including but not limited to, any outstanding loans, advances, overpayments
or costs incurred by the Company due to any damage or loss to Company property, etc. caused by the
Employee.

Personal Information

For the purpose of employment with the Company, Employee may be required to submit personal information
including but not limited to the name, address, permanent account number, unique identification number, date
of birth, sex, mental status, medical records, job data, ethnic group, education, citizenship, emergency contact
and such other identity proofs which may be utilized by the Company for the purposes of managing its human
resource and other needs. The Employee hereby consents to the Company using all such personal information
for the matters relating to Company’s use only.

The Employee agrees and consents to the Company’s collecting, processing and handling of data including
personal sensitive data related to the Employee (including but not limited to bank account details) for legal,
payroll, administrative, and general management purposes. The Company shall process and store such data as
per applicable laws and generally accepted industry standards. The Employee may revise or correct the
deficiencies in the data shared by them with the Company from time to time in accordance with the Company’s
practices.
 Duties and Responsibilities

The Employee is required to carry out all duties that are normally associated with employment in the Company
or for such Group Companies as the Company may direct. Group Companies for the purpose of this Agreement
includes the Company, its subsidiaries or

holding companies and any subsidiary of any holding company that may be formed from time to time.

The Employee agrees to comply with the Company’s decision should it consider it necessary or appropriate to
change the Employee’s job title, working hours, reporting relationships, job duties and responsibilities, the legal
entity that employs the Employee and the jurisdiction where the Employee is expected to perform their duties
(despite location of their residence) on the basis of the Employee’s performance or the Company’s business
requirements. Any such change shall not be deemed to violate the terms of this Agreement or constitute any
basis for constructive or involuntary termination of employment, provided that the Employee’s base salary is
not reduced and the Employee’s other remuneration for services rendered to the Company is not substantially
reduced.

During the subsistence of this Agreement, the Employee shall devote full working time, attention and energy to
the performance of the duties assigned to them. The Employee shall not, whether directly or indirectly, be
employed, engaged, concerned or interested in any manner whatsoever in any trade, business or profession
other than the business of the Company or accept any appointment to any

office (including directorships) whether for gain or otherwise without the written consent of the Company.
Should the Employee

receive written consent under this Clause to conduct any such external activity, they shall not utilize the assets,
resources and time of the Company for such external activities.

The Employee shall, at all times, be subject to and bound by the policies, rules and regulations of the Company,
including any global

policies or group policies that may be applicable to the Employee and as may be updated from time to time
unilaterally by the Company or as may be brought to the notice of the Employee by the Company.

The Employee shall not have the right or the authority to make any representation, contract or commitment for
or on behalf of the Company without obtaining the prior written permission of the Company in this regard. The
Employee shall have no authority, implied or otherwise, to pledge the credit of the Company.

Representation and Warranties

The Employee hereby expressly represents and warrants to the Company that:

The Employee has duly completed all the necessary formalities in relation to the termination of their
employment with their previous employer and will not use, disclose or misuse any confidential information
that may have been disclosed to the Employee during the course of their employment with any of their
former employers;
The Employee has not provided the Company with any false declaration or wilfully suppressed any material
information;
The execution, delivery, and performance of this Agreement by the Employee does not and will not conflict
with, breach, violate or cause a default under any agreement, law, contract or instrument to which the
Employee is a party and the Employee has executed this Agreement of their own free will and without
relying upon any statements made by the Company or any of its representatives, agents or employees;
and
The Employee has reviewed the Agreement and the Offer Letter and understands the terms, purposes and
effects of this Agreement and the Offer Letter.
 Disclosure of Information

The Employee confirms that he has disclosed all of their as well as their relatives’ business interests in the
Company whether or not they are similar to or in conflict with the business(es) or the activities of the Company
and all circumstances in respect of which there is, or there might be perceived, a conflict of interest between
the Company and the Employee or any immediate relatives of the Employee. The Employee agrees to
immediately disclose, to the Company any such interests or circumstances which may arise during the term of
this Agreement.

Confidentiality and Intellectual Property

The Employee shall be bound by the confidentiality obligations stated in the Non-Disclosure and Proprietary
Inventions Assignment Agreement as set out in Annexure A hereinbelow.

Monitoring Policy

Please note that emails sent to the Employee and by the Employee may be monitored from time to time for
the purpose of identifying any non-compliance with the Company’s policies or applicable laws. These
emails along with attachments are considered as property of the Company.
If such monitoring discloses breach of any law or Company’s policies, disciplinary action may be taken
against the Employee including termination of this Agreement.
The Employee agrees and understands that the Company may use various modes to ensure that the
internet, email facilities and other communication systems provided by the Company are used in an
appropriate manner. These may include the scanning, reading, inspection, scrutiny of emails sent and
received and websites visited or created by the Employee. The Employee acknowledges that he/ she does
not have any expectation of privacy while using the Company’s resources.

Termination of Employment and Notice Period

During the probationary period of the Employee, as specified in the Offer Letter, if any, the Company reserves
the right to terminate the employment without giving any reason and without providing any prior notice period
or payment in lieu thereof. The Company shall have the right to terminate the employment with or without
assigning any reason therefore by giving one (1) month prior written notice or payment of salary in lieu thereof.
In the event that the Company provides a one month notice in writing for Employee to serve a notice period, the
Company can at any time during the notice period, decide to pay the Employee the proportional amount of total
fixed pay for the balance of the notice period and terminate the employment from such date, without any further
liability to the Company.

The Employee may terminate this Agreement by giving one month prior written notice to the Company. The
Company may, in its sole discretion, waive the notice period upon payment of one (1) month total fixed pay or
part thereof by the Employee. Once the termination application is accepted by the Company, the resignation
cannot be withdrawn by the Employee.

The Employee’s relieving from the services will depend upon the satisfactory completion of the assignment(s)
the Employee is working on and completion of handover formalities as defined by the Employee’s manager. If
the Employee, at any time, is prevented from ill-health or accident or any physical or mental disability from
performing their duties hereunder, they shall inform the Company and supply it with such details as it may be
required and if they are unable by reason of ill-health or accident or disability, for a period of three months or
more to perform their duties hereunder, the Company may forthwith terminate this Agreement.

Notwithstanding anything contained in this Agreement, the Company may at its sole and absolute discretion,
reserves the right to terminate the employment without notice or reimbursement of notice period on the
happening of any of the following events:
Unsuccessful background verification; Failure to perform the duties and responsibilities of the role the
Employee has been hired for and the same is not rectified within 30 (thirty) days of being informed of the same;
Conviction for any crime, misbehaviour, felony, fraud and misrepresentation; Taking and giving bribes; Wilful
damage to or loss of organization’s property; Insubordination, disobedience, absence without leave approval or
information update, unruly behaviour during working hours; Intent to harm the reputation, business or business
relationships of the Company. inattention or negligence in the performance of duties and obligations under this
Agreement; repeated failure to comply with lawful directions of the Company and its officers; breach of the
terms of this Agreement and breach of representations and warranties contained herein; unethical business
conduct; wilful damage to the Company property; threatening, abusing or assaulting the employees of the
Company; striking work or inciting others to strike work in contravention of the any law or rules thereof; riotous
or disorderly behaviour during working hours at the Company or any act which is not in discipline in accordance
with the Company; commission of any act not in conformity with discipline or good behaviour or acceptance or
offering of illegal gratification; breach of any statutory duty or for any act or omission adversely affecting the
goodwill, reputation, credit, operations or business of the Company; habitual unauthorised absence or
unauthorised absence for a period exceeding 8 days; theft, fraud, misappropriation or dishonesty in respect of
the Company's property or business; commission of any act not in conformity with discipline or good behaviour
or acceptance or offering of illegal gratification; any form of harassment, including sexual harassment while
employed with the Company. habitual neglect of work; habitually reporting late at work; conviction by a court of
law for a criminal offence involving moral turpitude; unauthorised disclosure of any confidential information of
the Company; breach of any of the Company's policies; and Any other ground under applicable laws on which
the Company would be entitled to terminate your employment without notice or payment.

Garden Leave: In the event of termination without any reason as per this Clause 11 or in case of resignation by
the Employee, the Company may require the Employee to absent themselves from its premises on garden leave
and not participate in the working of the Company during the unexpired portion of the notice period. During
such garden leave the Company may require the Employee to have no contact with all or any of the Company's
agents and personnel, clients, suppliers/distributors.

The Employee agrees and accepts that any statutory or other 'last in, first out' rule or any modification thereof (if
applicable) shall not apply in the event of termination of this Agreement for any reason whatsoever.

Equal opportunity organization

The Company is an equal opportunity organization and do not discriminate based of race, colour, religion,
gender, age, origin or ancestry, disability, marital status or sexual orientation. The Company’s core values are
focused on fostering an environment of diversity and inclusion. The Company has a zero-tolerance policy
related to sexual harassment or any kind of harassment at the workplace. The complaints are taken very
seriously, and strict action is taken by the Company.

Non-Competition and Non-Solicitation

During the term of this Agreement and for a period of one (1) year upon the termination of this
Agreement, the Employee shall not solicit business from the Company. The Employee shall not,
during the term of this Agreement and for a period of one (1) year from the date of termination of
this Agreement, solicit or entice or endeavour to solicit or entice away any person who is an
employee of the Company.
The Employee hereby agrees and undertakes that during the term of this Agreement and for a
period of one (1) year after the termination of this Agreement, the Employee shall not directly or
indirectly, either on their own or by or through any person, company, entity or body corporate
carry-on any business which is same as, similar to, or is in competition with, the business then
carried on by the Company.
The Employee hereby agrees and undertakes that during the term of this Agreement and for a
period of one (1) year after termination of this Agreement, the Employee shall not seek
employment (contractual or full-time) with any business/entity, which is a customer or client of
 the Company during the preceding twelve (12) months from the date of termination.
The Employee also agree and acknowledge that the obligations under this clause including the
timelines are fair and reasonable. The Employee further agrees and acknowledges that no
separate non-compete or non-solicitation fee is payable to the Employee under this Agreement.
Policies and Code of Conduct

Company is committed to create a positive work environment and conduct business in an ethical manner. The
Employee will be expected to abide by its policies and procedures including (without limitation) human
resources policies and code of ethics and conduct, the Employee hereby agrees to the same.

Return of Company Property

The Employee shall promptly upon request by the Company and in any event upon the expiry or termination of
this Agreement return and surrender to Company the laptop and other assigned assets, all such Confidential
Information including without limitation, data, information, files, books, magazines, reports, documents,
manuals, any knowledge database and any copies thereof in whatever form including but not limited to
electronically held data that concerns the business of the Company which may have been prepared by the
Employee or comes into the Employee’s possession, custody or control in the course of employment. Any
violation of this clause may attract legal action.

Indemnity

The Employee shall indemnify and keep indemnified the Company against any/all claim, liability, loss, damage,
and/or litigation, arising incurred and/or suffered by the Company, the Board of Directors, or any employee of
the Company on account of wilful default or negligence on behalf of the Employee in the conduct of the affairs
of the Company or the roles and responsibilities assigned to the Employee or on account of breach of the terms
and conditions of this Agreement, Offer Letter, Non-disclosure and Proprietary Inventions Assignment
Agreement or any other policies/handbooks of the Company.

Non-Disparagement

The Employee hereby undertakes that he shall not, directly or indirectly, whether to directors, consultants,
customers, suppliers, employees, bankers, advisors, of the Company in any capacity or manner, make, express,
transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit,
encourage, support or participate in any of the foregoing), any remark, comment, message, information,
declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred
or otherwise, that might reasonably be construed to be disparaging of, or derogatory or critical of, or negative
toward, the Company or any of its directors, officers, affiliates, shareholders, subsidiaries, employees, agents
or representatives or which would reasonably be expected to lead to unwanted or unfavourable publicity to the
Company.

Acknowledgement

Employee agrees and acknowledges that this Agreement shall be read in conjunction with the Offer Letter and
the Company policies and Code of Conduct issued in furtherance to clause 14 of this Agreement. The Employee
acknowledges that they have had sufficient time to and have carefully read and fully understand all the
provisions of this Agreement and are knowingly and voluntarily entering accepting to abide by the terms of this
Agreement read in conjunction with the Offer Letter and the Policies and Code of Conduct.

Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India and the courts at Bengaluru shall have exclusive
jurisdiction.

Miscellaneous
 The clauses, which by its intention, intends to survive the termination of the Agreement shall survive the
termination and Parties shall be bound by the same.
The Company reserves the right to amend the policies of the Company from time to time. The Employee is
advised to keep himself updated on these policies and abide by the same.
The failure of the Company to enforce any of the provisions of this Agreement or to exercise any rights or
remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of
Company’s rights.
In the event that any provision of this Agreement shall be determined to be void, invalid or otherwise
unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the
remaining provisions hereof which shall remain in full force and effect.
Employee's rights and obligations under this Employment Agreement are personal, and they shall not be
assigned or transferred without the Company's prior written consent.
This Agreement may be executed in any number of originals or counterparts, each in the like form and all
of which when taken together shall constitute one and the same document, and any Party may execute
this Agreement by signing any one or more of such originals or counterparts. The delivery of signed
counterparts by electronic mail in ‘portable document format’ (.pdf) shall be as effective as signing and
delivering the counterpart in person.
This Agreement along with the Offer Letter, Annexures, Non-Disclosure and Proprietary Inventions
Assignment Agreement, documents and policies referenced herein or notified by the Company in the
future constitutes the entire agreement between the Parties and supersedes any prior agreement,
understanding, undertaking or arrangement between the Parties relating to the subject matter hereof.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first hereinabove
mentioned:

For Clazar Tech Private Limited

Signed by Employee

Name: Aayush Bahuguna

Name:
Designation: CTO

Non-Disclosure and Proprietary Inventions Assignment Agreement

This Non-Disclosure and Proprietary Inventions Assignment Agreement (“Agreement”) is entered into as on
the [May 14, 2024] by and between:

Mr. /Ms. [________________________], a [India] citizen, residing

at [___________________________________________________] (hereinafter, referred to as “Employee” which
expression shall, unless it be repugnant to the context or the meaning thereof be deemed to mean and include
his legal heirs, executors and administrators) of the FIRST PART;
And

Clazar Tech Private Limited, a company incorporated under the Companies Act, 2013 having its registered
office at 772, 3rd Floor, Sector 45, Near Park Gurgaon, Haryana – 122003 (hereinafter referred to as,
“Company” which term shall mean and include its successors and permitted assigns) of the SECOND PART;

(Employee and the Company shall hereinafter collectively be referred to as the “Parties” and individually be
referred to as “Party”).

WHEREAS, the Employee has been employed by the Company as [•] as per the Employment Agreement
(“Employment Agreement”) dated [•].

WHEREAS, in the course of the employment the Employee will have access to information of a proprietary and
confidential nature in connection with the operations and business of the Company and may also invent or
develop proprietary information.

WHEREAS, the Company desires to protect the confidentiality of the Confidential Information (as defined
below) disclosed to the Employee and establish the ownership in case of intellectual property created by the
Employee in the course of employment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the Parties agree as follows:

Confidential Information

The Company intends to disclose information to the Employee which is necessary for performance of duties. In
the course of such disclosure of information, it is anticipated that the Company may disclose or deliver to the
Employee certain of its Confidential Information for the purpose of enabling the Employee to perform duties
smoothly.

The term “Confidential Information” means any information disclosed, regardless of form or format and
whether or not marked as confidential, and that complies with all of the following criteria:

(a) it is learned, acquired, created, or collected by Employee during the course of his or her employment with
the Company from time to time;

(b) it is not generally known by the public or other businesses that compete with the Company;

(c) the Company is deriving or could derive economic value (actual or potential) from the information because
it is not generally known; and

(d) it is not information that:

(i) is already lawfully known by Employee at the time of disclosure to him or her by the Company;

(ii) through no fault of Employee’s is either publicly available at the time of its disclosure to him or her by the
Company or thereafter becomes publicly available other than as a result of any breach of this Agreement by
Employee; or

(iii) is lawfully disclosed to Employee by a person having no obligation of confidentiality to the Company.

By way of illustration and not limitation, the Parties agree that “Confidential Information” includes, but is not
limited to: all aspects of the Company’s activities; business; services; business strategies and plans; current or
planned projects or contracts; personnel information and operations; employee information; founder
information; client, customer, vendor, or supplier lists; client, customer, vendor, or supplier preferences;
identity of contracting personnel and principals of clients, customers, vendors, or suppliers; prospective
clients, customers, vendors, or suppliers; special needs and requirements for clients, customers, vendors, or
suppliers; contents of client, customer, vendor, or supplier contracts; the substance of agreements with
information that the Company’s clients, customers, vendors, or suppliers communicate to the Company on the
condition that it be maintained confidentially; pricing lists; the Company-provided files, reports, documents,
manuals, and forms; supply and inventory information; attorney-client privileged information; research and
development information and techniques; technological capabilities; formulas; operating procedures; internal
reports, policies, and procedures; financial statements or data; software code and programs; investment
information; bidding strategies, business models, data, techniques, strategies and plans; inventions; original
works of authorship; designs, drawings, and discoveries; patents and applications for patents; marketing
studies, strategies and forecasts; competitive analyses; target markets; advertising techniques and strategies;
pricing policies, methodology, procedures and information; servicing and training programs and processes;
and any other confidential and proprietary business information. In addition, Confidential Information includes
any proprietary information of the Company which is identified or understood to be of a confidential nature
which the Company has made efforts to maintain the secrecy of, and information which is not generally known
to the public.

Non-Disclosure of Confidential Information

Value of Confidential Information

Employee acknowledges that the Company’s Confidential Information, to the extent it has not been made
generally available to the public, is highly confidential and of great and unique value to the Company, gives the
Company a competitive advantage, and could not, without great expense and difficulty, be obtained or
duplicated by others who have not been able to acquire such information as a result of an employment or
similar relationship with the Company. Employee shall hold the Confidential Information in strict confidence and
will exercise a reasonable degree of care to prevent disclosure to any third party.

Treatment of Confidential Information

Employee understands and agrees that he or she might receive and have in their possession sensitive
personal information including but not limited to account details, payrolls and other personally identifiable
information, of other individuals (founders, employees, customers, etc.) and that the unauthorized
disclosure or use of this information may violate applicable laws. Employee undertakes that he or she shall
exercise his or her best efforts so that this Confidential Information is protected from any unauthorized
 disclosure or usage.
Employee agrees that he or she will use the Company’s Confidential Information solely in connection with
the performance of his or her job duties for the Company and for no other purpose. Employee
acknowledges that sharing the Company’s Confidential Information with third parties would be
detrimental to the Company and could place the Company at a competitive disadvantage. Employee
agrees that except as otherwise permitted by this Agreement, he or she shall not at any time during or
after his or her employment with the Company, directly or indirectly, in whole or in any part disclose,
disseminate, publish, or publicize to any person or entity, in any format, any Confidential Information
without the prior express, written permission of a corporate officer of the Company. Employee agrees that
access to Confidential Information shall not be granted to any third party unless expressly permitted by the
Company; The Parties agree that the foregoing is not intended to restrict or interfere with Employee’s
labour law or whistle-blower rights. In addition to any specific provisions contained in this Agreement,
Employee agrees to comply with all of the Company’s policies and procedures for protection of
Confidential Information as they now exist or may exist during Employee’s employment with the Company.
Employee also agrees that his or her obligations under this Agreement are supplemental to and do not
supersede, invalidate, or replace any obligation Employee may have to the Company under applicable
federal, state, or local law, including, but not limited to, his or her duty of loyalty, fiduciary duty, and
compliance with any applicable laws, statutes, or regulations.
The Employee shall notify the Company immediately upon discovery of or where it has reason to believe
any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement
by the Employee has taken place, and the Employee shall cooperate with the Company in every reasonable
way to assist the Company in regaining possession of the Confidential Information and preventing further
unauthorized use of it.
The Employee shall ensure that the Confidential Information furnished in tangible or intangible form shall
not be duplicated, reverse engineer, conduct research and development activities, by the Employee,
except for the performance of his/her duties in the course of his/her employment with the Company and
only with the prior written consent of the Company.
The Employee agrees that during his/her employment with the Company, the Employee will not improperly
use, disclose, or induce the Company to use any proprietary information of any former employer or other
person or entity which the Employee has an obligation to keep in confidence. The Employee further agrees
that the Employee will not bring onto the Company’s premises or transfer onto the Company’s technology
systems any unpublished document, proprietary information belonging to any such third party unless
disclosure to, and use by, the Company has been consented to in writing by the Company and such third
party.
the Company makes no warranties, express, statutory, implied or otherwise in relation to Confidential
Information, regarding sufficiency, accuracy, effectiveness or performance of the information disclosed
including, but not limited to, any warranties regarding copyright, patent, trademark, or trade secret
infringement that may arise from the use of such information.
All Confidential Information is provided “AS IS” and the Company expressly disclaims any warranties,
statutory, express or implied, including any warranty of merchantability or fitness for any particular
purpose

Notice Prior to Disclosure

In the event Employee becomes legally compelled to disclose any Confidential Information, he or she will
provide the Company with prompt advance notice so that the Company may seek a protective order or other
appropriate remedy to prevent such disclosure, and Employee will cooperate with the Company in any effort it
undertakes to obtain such a protective order or other remedy.

Return of Confidential Information.

At the request of the Company, which may be made at any time during or after Employee’s employment,
Employee agrees to immediately return or destroy all materials containing Confidential Information to the
Company and shall retain no copies in any format or in any location. Employee further understands and agrees
that he or she will not delete any the Company data or information from any electronic device issued to him or
her by the Company and will not format or otherwise restore such devices to factory defaults. The Employee
shall, at the request of the Company, provide the Company with a certificate attesting to such return or
destruction of the Confidential Information.

Confidentiality Obligation. The obligation to maintain confidentiality of the Confidential Information

shall survive in perpetuity, irrespective of expiry/termination of this Agreement or the Employment
Agreement. Notwithstanding any provision herein to the contrary, the Employee shall immediately
cease to use, copy or otherwise exploit the Confidential Information of the Company upon
termination/expiry of the Employment Agreement.

No License. Nothing contained herein shall be construed as granting or conferring any rights by
license or otherwise in any Confidential Information to the Employee and its representatives. The
Employee shall obtain no title to any the Confidential Information, and as between the Company and
Employee, the Company retains all Confidential Information as the sole property of the Company.

Damages. Notwithstanding anything stated herein, it is understood and agreed by the Parties that
monetary damages would be an insufficient remedy for any breach by the Employee of the
confidentiality obligations contained herein and that without prejudice to the rights and remedies
otherwise available to the Company, the Company shall be entitled to equitable relief by way of
injunction, specific performance or otherwise if the Employee breaches any of the confidentiality
obligations contained herein.

Intellectual Property and Assignment

Definitions. The term Work Product” means any and all tangible materials or intangible product
resulting from Employee’s services to the Company and all ideas, inventions, improvements,
discoveries, know-how, techniques, strategies, tactics and works of authorship (including but not
limited to computer programs, software, design, logic design and documentation) and other
information and materials, whether or not patentable, copyrightable, or otherwise registrable under
applicable statutes, that the Employee may make, conceive, reduce to practice, develop, learn or work
on, either alone or jointly with others, whether or not reduced to drawings, written description,
documentation, models, or other tangible form during the period of the Employee’s employment by
the Company.
Assignment Agreement. Ownership of Work Product. Employee agrees that the Company and its
assigns will be the exclusive owner of all Work Product and all patents, trademarks, copyrights, mask
works, moral rights, and other statutory or common law protections in any and all countries (“IP
Rights”) covering or otherwise associated with Employee’s Work Product. In addition, to the extent
the Company has not obtained exclusive ownership due to the employment, the Employee agree to,
and do hereby, assign to the Company and waive any and all IP Rights in the Work Product without
further compensation or consideration. Employee hereby assigns and agrees to assign to the
Company and its successors and assigns his or her entire right, title, and interest in and to any Work
Product, whether or not patentable, copyrightable, or subject to other forms of protection, made,
created, developed, written, or conceived by him or her, either solely or jointly with others, during his
or her employment with the Company.
Notwithstanding the above, the Parties agree that Employee shall retain full right and title to Work
Product to which all of the following conditions apply (“Excluded Inventions”): (i) no equipment,
supplies, facilities, or proprietary and Confidential Information or Work Product of the Company was
used in its development; (ii) it was developed entirely on Employee’s own time; (iii) it does not relate to
the business of the Company or to the Company’s anticipated business or developmental programs;
and (iv) it does not result from any work performed by Employee for the Company, and (v) In addition,
this Section does not apply to any inventions which the Employee made or conceived or first reduced
to practice alone or jointly with others prior to the engagement by the Company. The Employee
represent that Exhibit A is a complete list of pre-employment inventions that the Employee desire to
have specifically excluded from all obligations under this Section. If no such list is attached to this
Agreement, the Employee represent that the Employee have made no such inventions as of the
effective date of this Agreement. If the Employee incorporate any Excluded Invention into any product
or service of the Company or otherwise use an Excluded Invention for the Company’s benefit as part
of the employment activities, the Company is hereby granted and shall have a fully paid, nonexclusive,
royalty-free, irrevocable, perpetual, worldwide, transferable, and sublicensable license to make, have
made, modify, create derivative works, reproduce, use, offer to sell, sell, import, and distribute such
Excluded Invention (as may be improved or enhanced by or for the Company) and any product or
service incorporating such Excluded Invention.
Assistance with Further Action. Employee agrees to assist the Company, or its designees, at the
Company’s expense, but without additional compensation to Employee, in every proper way to secure
the Company’s rights in Work Product and any copyrights, patents, mask work rights, or other
intellectual property rights relating thereto in any and all countries including, but not limited to, the
disclosure to the Company of all pertinent information and data with respect thereto, the execution of
all applications, specifications, oaths, assignments, and all other instruments which the Company
deems necessary in order to apply for and obtain such rights and in order to assign and convey to the
Company, its successors, assigns, and nominees the sole, exclusive, and unencumbered rights, title,
and interest in and to such Work Product, and any copyrights, patents, mask work rights, or other
Work Product rights relating thereto. Employee further agrees that his or her obligation to execute or
cause to be executed any such instrument or papers will continue after the termination of his or her
employment with the Company. If the Company is unable because of Employee’s mental or physical
incapacity, his or her refusal to comply with his or her obligations under this Agreement, or for any
other reason, to secure Employee’s signature to apply for or to pursue any application for any United
States or foreign patents or copyright or trademark registrations covering Work Product or original
works of authorship assigned to the Company under this Agreement or otherwise, Employee does
hereby irrevocably designate and appoint the Company, through its duly authorized officers and
agents, as his or her agent and attorney in fact, to act for and on his or her behalf and stead to
execute and file any such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of patent letters, or copyright or trademark registrations thereon, with the
same legal force and effect as if executed by Employee.
The intellectual property associated with any Work Product shall not be deemed to have lapsed if the
Company does not exercise the rights for any period and the Employee agrees to waive all rights
under Section 19(4) of the Indian Copyright Act, 1957 and any other similar law of any jurisdiction. If
any intellectual property rights, including moral rights, in the Work Product cannot (as a matter of
law) be assigned by the Employee to the Company as provided herein, then (a) the Employee
unconditionally and irrevocably waives (to the permissible by applicable law) the enforcement of such
rights and all claims and causes of action of any kind against Company with respect to such rights,
and (b) to the extent that the Employee cannot, as a matter of law, make such waiver, the Employee
unconditionally grants to Company an exclusive, perpetual, irrevocable, worldwide, fully-paid license,
with the right to sublicense through multiple levels of sublicenses, under any and all such rights (i) to
reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit,
and otherwise use the Work Product in any medium or format, whether now known or hereafter
discovered, (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product
or service based on, embodying, incorporating, or derived from the Work Product, and (iii) to exercise
any and all other present or future rights in the Work Product.
Publication of Material Concerning Company Business. Prior to the Employee submitting or disclosing
for possible publication or dissemination outside the Company any material prepared by the Employee
that incorporates information that concerns the Company’s business or future business, the Employee
agree to deliver a copy of such material to an officer of the Company for their review. Within 30 days of
such submission, the Company agrees to notify the Employee whether the Company believes such
material contains any Confidential Information, and the Employee agrees to make such deletions and
revisions as are reasonably requested by the Company to protect its Confidential Information. The
Employee further agrees to obtain the written consent of the Company prior to any review of such material
by persons outside the Company.

Name & Likeness Rights, Etc. The Employee hereby authorizes the Company to use, reuse, and to grant
others the right to use and reuse, the Employee’s name, photograph, likeness (including caricature), voice,
and biographical information, and any reproduction or simulation thereof, in any media now known or
hereafter developed (including but not limited to film, video and digital or other electronic media), both
during and after the Employee’s employment, for whatever purposes the Company deems necessary.

Term and Termination. This Agreement shall be co-terminus with the tenure of Employee’s employment
with the Company.

Remedies for Breach. Without intending to limit the remedies available to the Company, Employee
acknowledges that a breach of any of the covenants contained in Sections 2 and 3 may result in material
irreparable injury to the Company or its subsidiaries, affiliates, successors or assigns, for which there is no
adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and
that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary
restraining order and/or preliminary and/or permanent injunction, without the necessity of proving
irreparable harm or injury as a result of such breach or threatened breach, restraining Employee from
engaging in activities prohibited by this section, or such other relief as may be required specifically to
enforce any of the covenants herein.

Survival. Employee agrees that his or her termination from employment with the Company shall not
reduce or terminate the covenants and agreements set forth herein (including, without limitation, his or her
obligations in Sections 2, and 3 of this Agreement).

Return of the Company Property. Employee agrees that, upon the termination of his or her employment
with the Company, Employee shall not retain, and will leave with the Company all documents, property, and
other tangible items of the Company including, but not limited to, all work product, records, files,
memoranda, reports, financial information, price lists, client, customer, vendor, or supplier information or
lists, blueprints, drawings, reports, manuals, correspondence, software, electronic devices (including
thumb drives), Work Product, Confidential Information, and other the Company property, documents, and
information in whatever form (including digital), and any copies thereof, or if such items are not on the
premises of the Company, Employee agrees to return such items immediately upon the termination of his
or her employment with the Company. Employee acknowledges that all such items are and shall remain the
property of the Company. Employee further agrees that he or she will return any electronic devices issued
to him or her by the Company in the same state in which they were used by Employee during his or her
employment with the Company and will not delete any Company information from such devices or format
 or otherwise restore such devices to factory default prior to returning them to the Company.

Waiver of Breach. Except as provided herein, the failure or delay of either of the Parties to insist, in one or
more instances, on performance by the other in strict accordance with the terms and conditions of this
Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the
future performance of any such term or condition, or any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by Employee and the President of the Company that
specifically references this Agreement.

Terms of Employment. The Employee understands that this Agreement, in itself, does not constitute a
contract of employment or obligate the Company to engage the Employee for any stated period of time
beyond the time as provided for in the Employment Agreement. The Employee understand that the
employment can be terminated at any time, for any reason or for no reason, by the Company and by the
Employee as per the terms of the Employment Agreement. This Agreement shall be co-terminus with the
Employment Agreement.

Notification of New Employer. If the Employee leaves the Company for any reason, the Company may
notify the Employee’s new employer of their rights and obligations under this Agreement.

Miscellaneous Clauses.

This Agreement constitutes the entire agreement, and supersedes all previous or contemporaneous
agreements or representations, whether oral or written, express or implied, between the Company
and me with regard to its subject matter. This Agreement cannot be modified or waived unless in
writing, signed by the Parties.
The invalidity or unenforceability of any provision(s) of this Agreement under particular facts and
circumstances shall not affect the validity or enforceability either of other provisions of this
Agreement or, under other facts and circumstances, of such provision(s).
This Agreement is binding upon the Employee’s heirs, executors, administrators, or personal
representatives and inures to the benefit of successors and assigns of the Company. If a subsidiary
or parent of the Company or another entity affiliated with the Company should employ the Employee,
then during the term of such employment, the term “the Company” shall refer to such employer.
This Agreement is governed by and construed in accordance with the laws of India.
Any dispute arising under or relating to this Agreement shall be litigated exclusively in courts of
Bangalore and the Parties hereby consent and submit to the jurisdiction and venue of such courts.
The Employee certifies and acknowledge that to have carefully read all of the provisions of this
Agreement and that the Employee understand and will fully and faithfully comply with such
provisions.

THE EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT IS EFFECTIVE AS ON THE COMMENCEMENT

DATE OF THEIR EMPLOYMENT WITH THE COMPANY.
INSTRUCTIONS TO EMPLOYEE: You should sign below as well as Exhibit A. If Exhibit A is not filled out or
signed or if it is crossed out, then the Employee represents that the Employee does not have any pre-
employment inventions.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date(s) written below.

_____________________ ______________________

Authorised Signatory Employee

For Clazar Tech Private Limited I have read the above terms and

confirm my acceptance of the same

EXHIBIT A

LIST OF PRE-EMPLOYMENT INVENTIONS

This List of Pre-Employment Inventions, along with any attached pages, is part of and incorporated by
reference into the attached Non-Disclosure and Inventions Assignment Agreement.

INSTRUCTIONS TO EMPLOYEE: Please identify in the DOCUMENT CHART below preexisting documents
which describe, and upon which the Employee will rely to establish ownership of, their pre-employment
inventions. Please do not disclose to the Company any pre-employment inventions in detail unless the
Company expressly requests for such disclosure.

In filling out the DOCUMENT CHART, please note that witnesses are people who have read and understood the
referenced document and who therefore can testify to the existence of the inventions, ideas, or works of
authorship. Also, inventions, ideas, or works of authorship not owned by the Employee (for example because
they have been assigned to a prior employer) are not to be listed here.

If any documents are identified below, then the Company may request the Employee to provide the documents
and other information to determine if any impediments to employment by the Company exist.

DOCUMENT CHART
 No. Of Pages
No. Of Title On Date On Names of Witnesses Signing The Of
Document Document DocumentDocument The Document

Signed: Date: