SERVICE

AGREEMENT

This Service Agreement is executed in India on 18th November 2021 (“Effective Date”)

By and between

Hucon Solutions (I) Pvt ltd, located at # 2E, Surya Towers, S P Road,

Secunderabad, Hyderabad, Telangana 500003. (Hereinafter called “HUCON

Solutions/Service Provider”)

AND

Vogo Automative Pvt. Ltd having its corporate office at 1st Floor, Startup Huts, No. 483, 17th Cross, 27th
Main Rd, opposite Nift, Sector 2,HSR Layout, Bengaluru, Karnataka 560102 (hereinafter called “Vogo”/
"Client") for the Project described below.

1. Description of Project Services:

Service Provider will refer candidates to Client for placement as regular employees (such placement
services are referred to as “Services”). Referrals may be made only by submitting the current resume of
the applicant’s qualifications to the Client representative via electronic mail or through a Service Provider
dashboard. Unsolicited referrals will not be accepted as candidate referrals.

Hucon Solutions assures Vogo of providing professional service by short listing the suitable candidates as
per the requirement of and to the satisfaction of the Vogo.

Client will retain the resume of interest for a period of six month from the date of receipt or from the date of
hire if the candidate is hired.

Client however, has the right to unilaterally reject a candidate not found suitable. Selected Associates shall
not be the employees of Hucon Solutions, and shall not be employed by Vogo on any account.

Any change to Service Provider’s scope of work must be authorized in writing by both Parties.

2. Start Date of Service: 18th November 2021

3. Duplicity Clause

Client should share candidate ownership status (Duplicate/Non-Duplicate) within five (5) working
days from the time candidate profile is shared. Candidate can only be considered Duplicate if Client
had a positive interaction from the candidate’s in the last 6(six) months.

In cases where Client requests Service Provider to process the candidate (schedule for interview
rounds / follow up on CTC details), Service Provider will be the owner for all billing purposes, unless
previously agreed on a different billing structure.
4. Replacement Clause

a. If a candidate leaves Client within 90 days of joining, (measured by the date of separation and not
resignation) client will find a suitable replacement within 60 days (if already paid).
b. Such replacement is subject to the condition that the exit of the candidate has not occurred due to the
following reasons:

• Client has not made any adverse changes to the offered salary, title/designation, role and
responsibilities offered to the candidate at the time of joining
• Termination without cause
• Transfer to a different location
• Any M&A activity
• Changes in any of the Terms & Conditions offered at the time of joining.

c. Client will notify Hucon Solutions, of the candidate leaving within the next 7 working days, failing which
Hucon Solutions, will not be liable to provide a replacement for that candidate.
d. If the service provider is unable to provide replacement, the paid service fees will be refunded to the
Client.

5. Contractor Fees/ Payment Terms

Client may elect, on its sole discretion, to accept for regular employment, any candidate referred to
Client by Service Provider. Client agrees to pay Service Provider a placement fee for each candidate
referred by Service Provider who has been hired by Client within six months of the referral by the
Service Provider. Service Provider acknowledges that Client contracts with other companies for
placement services as well as various online candidate referral services.
The client considers applicants from these sources as existing candidates.

Ordinarily, the entity that submits the candidate resume first, in accordance with its contractual
obligations, will be the entity entitled to a placement fee, unless Client determines in its sole discretion
that individual circumstances warrant an equitable division of the fee between two or more referring
entities given that Client will not pay more than one fee for the hired candidate. In the situation that more
than one entity has made efforts to place a candidate, Service Provider agrees to abide by the Client’s
decision regarding which entity is entitled to the fee.

Client agrees to pay Service Provider, the placement fees as follows:

Commercials: -Below are the commercials, taxes as applicable

a. 8.33% of Overall CTC, Exclusive of taxes as per hire fee for profiles sourced from Hucon Solutions.
b. “Annual Salary” for the purpose of this agreement is exclusive of the bonuses,
reimbursements, variable pay, benefits, or grants of equity compensation
c. Service Provider will invoice Client within 7 days of Candidate’s start date. Client would pay
such invoices within 30 days of its receipt. If Client is not able to settle the invoice amount
within 30 days from date of receipt, Service Provider can charge interest on the invoice amount
at the interest rate of 10% annually, calculated monthly.
6. Non Solicitation: Service Provider and Client agree not to solicit each other employees on
behalf of its Clients and internal hiring needs, directly or indirectly, to leave their respective
employment during the term of this agreement and for an additional period of 6months, from the
date of expiry of the agreement.

However, this shall not apply to any offer or solicitation made pursuant to a bonafide recruitment
advertisement not specifically directed at any employee or officer of Client which is published in
a national, regional or trade newspaper, magazine or in online employment portals and which
takes place without any other form of accompanying solicitation or entitlement.

7. This agreement is entered into the Country of India, and the laws of India will apply to any dispute
concerning it. The parties consent to the jurisdiction of courts sitting in Bangalore the resolution of
any disputes under this agreement. If any clause of this agreement should ever be determined to be
unenforceable, it is agreed that this will not affect the enforceability of any other clause or the
remainder of the agreement. This agreement can be terminated by either party at any given time with
a 30(thirty) days written notice in advance of the effective date of such termination to the other party.

This Service Agreement is entered into as of the Start Date set forth above and is valid till explicitly
terminated.

For Hucon Solutions (India) Pvt Ltd For Vogo Automotive Pvt. Ltd

Chaitanya Pudota PADMANABHAN BALAKRISHNAN

Director Operations Chief executive officer
Date: 18th Nov’21 Date: 18th Nov’21