Engagement Agreement

This Agreement is made on the 1st day of March 2023, between Voith_____________, a _______
company incorporated in India and having its registered office at
________________________________ (hereinafter referred as “Voith”) IN (which expression shall
unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in
business, assigns, executors and administrators) and Mudita Strat-Aegis Consultants Private Limited,
a private limited company incorporated in India and having its registered office at Q-315, Jalvayu
Vihar, Sector 21, Gautam Buddha Nagar, Noida, U.P 201 301, (hereinafter referred as “Mudita”) IN
(which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to
include their successors in business, assigns, executors and administrators). The two entities will also
be referred collectively as the "Parties" and individually, a "Party" wherever appropriate hereunder.

WHEREAS: -

Whereas Mudita is a boutique Management Consultancy Company headquartered in India;

Whereas Voith is engaged in the business of manufacturing ________________________

Whereas Voith are keen to enhance their existing margins and profitability by improving operational
efficiency, productivity, quality and low-cost automation (please check if this statement is correct, else
please modify)

Whereas, upon discussions, Voith has expressed interest in engaging the services of Mudita in the
area of Operational efficiency and Cost improvement to achieve their objectives:

This Agreement sets out the terms and conditions of the engagement -

NOW THIS AGREEMENT WITNESSETH:

1. SCOPE OF PROJECT
Operational efficiency -
a) Project objectives –
Mudita will support Voith in improving operational efficiency of manufacturing, quality
enhancement, cost optimisation and asset management through-
A) Manufacturing system development
B) QMS development and implementations
C) Industrial engineering- Time standards, Yamazumi, OEE and manpower optimisation;
D) Organization Hierarchy, objective setting &PMS, competency profiling and Optimum level
of staffing.
E) Material handling, Inventory & supply chain management

Mudita will ensure that robust systems will be put in place to deliver tangible cost savings and
higher productivity on a continuous basis. The investment required to achieve the above
objective is expected to have a short pay-back period.

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 b) Project Execution Methodology -
 Project will kick-off with the plant assessment and setting up mutually agreed
objectives/ Goals and milestones.
 Project will commence with a workshop(s) involving all layers of management.
 Mudita will lead the execution along with key management team from Voith.
 Mudita will schedule Periodical Project review to discuss the progress.

c) Project Team -
A. Mudita Team:
 Partner/Director - 1
 Other Support member – As required
B. Voith Project Team
 MD/ CEO
 Voith Project in charge
 Operations / IT Manager & Other Support team member (as required)

Modification of the Scope of Work:

In case of a modified scope of work is requested at any stage by Voith, the same shall be discussed
mutually by both parties and a decision will be arrived based on discussion outcome. In case any
modified scope of work is agreed by Mudita, the commercials/fee shall be revisited to suit the revised
scope of work and the payments mentioned under “Contract Sum and Payments” due under above
stages shall also be revisited.

2. CONTRACT SUM AND PAYMENTS

The Contract Sum (together with GST and after considering all applicable taxes thereon) shall
be paid by Voith in accordance with the payment schedule as under:

Sl. Nature of Fee type Payment Amount (Rs.) Timeline and

No Service frequency Remarks
1 Operational a) Retainer fee Monthly 5,00,000/- Up to 12 months from
efficiency & the date of this
Cost Agreement
optimisation b) Cost Quarterly 2% of annualised For 2 (Two)
optimization savings years from the date
savings of accrual of benefits.
Note: Incidental charges toward travel, boarding and lodgings, if any, will be paid at actuals by Voith
after advance information.

Payment process:
a) Retainer fees:

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  Mudita will raise invoice on Voith at the end of each month towards Retainership
and Voith shall pay the Retainership fees within 7 working days from the receipt
of invoice.
b) Operational efficiency & Cost optimization:
 Voith shall provide details of Operational efficiency and cost optimization benefits
for every quarter to Mudita within 7 days from the end of each quarter. Voith
agrees to provide base documents for the same as requested by Mudita.
 Voith will also confirm to Mudita the amount payable by it in the form of
Operational efficiency & Cost optimization for the quarter as per the terms of the
agreement stated above within 7 days from the end of each quarter.
 Upon receipt of the above information from Voith, Mudita will raise an invoice on
Voith for payment, which needs to be made within 15 days of receipt of invoice.
c) General items:
 The payments/fees mentioned above exclude GST or other levies that may be
applicable, during every financial year and shall be subject to necessary statutory
deductions as applicable.
 Mudita will send scanned copy of the invoices to Voith to enable processing of
the payments.
 All invoices will be billed in Indian Rupees in the normal course and all payments
required to be made under this Agreement shall be made in Indian Rupees.
 The Parties shall use their best endeavors to resolve any disputes or differences
in relation to the fees payable as per the invoice in accordance with the dispute
resolution process/procedure laid down in the relevant section in this agreement.

3. CONFIDENTIALITY
Both the parties understand and acknowledge the confidential nature of their business
relationships, between themselves and their clients and agree that each shall treat as
confidential all information provided by a party to the other and use the same solely for the
purposes of rendering services pursuant to this Agreement and, except as may be required in
carrying out the terms of this Agreement, shall not disclose to any third party without the prior
consent of such providing party. The foregoing shall not be applicable to any information that
is publicly available when provided or which thereafter becomes publicly available or which is
required to be disclosed under the applicable laws or regulation.

4. DURATION AND TERMINATION

This Agreement shall come into effect from the date of its execution and shall continue for a
period of 3 (Three) years from the date of the Agreement, and extendable by a further period
if and as agreed mutually by the Parties hereto.

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 Mudita may terminate the Agreement in the event of occurrence of any of the following
events:

i. Voith fails to make any payment due under this Agreement (as laid down in Section 2
Contract Sum & Payments), within Forty-five (45) days from the receipt of invoice
raised by Mudita.
ii. Voith passes a resolution or an order is issued for its winding up, dissolution,
liquidation or judicial management, or any analogous proceeding in any jurisdiction.
iii. Voith has a receiver and/or manager and/or administrative receiver or receiver
appointed over all or substantially all its assets.

Voith may terminate the Agreement in the event of occurrence of any of the following events:

i. Mudita breaches the terms and conditions provided in this Agreement which are
material in nature and are not capable of any remedy. The materiality of the nature
should be mutually agreeable to both parties failing which the matter has to be
resolved as per the process laid down in the Dispute resolution section below.
ii. Mudita passes a resolution or an order is issued for its winding up, dissolution,
liquidation or judicial management, or any analogous proceeding in any jurisdiction.
iii. Mudita has a receiver and/or manager and/or administrative receiver or receiver
appointed over all or substantially all its assets.

The termination of the Agreement as above shall not prejudice any of the rights or remedies
of the non-defaulting Party against the other Party arising prior to the effective date of
termination.

In the event, termination of contract is initiated by Voith other than for above reasons, Voith
will compensate Mudita for the efforts performed till such time, for full currency of this contract
(three years), as stipulated in Clause 2 above (Contract Sum & Payments) or such an amount
which is mutually agreeable to both parties, failing which the matter will be referred to
arbitration as laid down in the Dispute resolution clause below.

No failure or omission by either Party to fulfill its obligations under this Agreement shall
amount to a breach of this Agreement or give rise to any liability if such a failure or omission
is on account of Force Majeure.

5. INDEMNIFICATION AND LIABILITY

Both Parties agree that Voith shall have complete ownership over the identified products.
Voith agrees to hold Mudita harmless for any such damages that may arise from the
production, sale and servicing of the identified products. In no event shall Mudita be liable for
any direct, indirect, punitive, incidental, special consequential damages whatsoever arising

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 out of or connected with the use or misuse of the identified products. Mudita assumes no
responsibility for any special, incidental, indirect, or consequential damages of any kind, or
any damages whatsoever (including without limitation, those resulting from the identified
products or from: (a) user or Client reliance on the materials or documents produced (b) costs
of replacement, training, or documents (c) loss of use, data, or profits (d) delays or business
interruptions, (e) and any theory of liability, arising out of or in connection with the use or
performance of Mudita’s work whether or not Mudita has been advised of the possibility of
such damages.

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

If either party knowingly or wilfully causes losses or damages to the other Party by fraud or
misrepresentation it will indemnify the other party for losses and damages suffered by the
other party, provided that the losses or damages are in excess of INR 10,00,000 and provided
the party seeking indemnification can sufficiently preach over that it suffered losses or
damages in excess of INR 10,00,000. The party seeking indemnification will provide at least
30 (thirty) days to the other party to cure the damage or loss caused by wilful action or wilful
negligence.

6. DISPUTE RESOLUTION
In the event of any dispute or difference arising out of or in connection to this Agreement or
the breach thereof including any question regarding its existence, validity or termination, the
Parties shall use their best endeavours to settle such disputes or differences through
amicable discussions. To this effect, they shall consult and negotiate with each other, in good
faith and understanding of their mutual interests, to reach an amicable and equitable solution
satisfactory to both Parties.

That in the event of any dispute arising out of this agreement, the parties agree that the same
shall be resolved by arbitration as provided for under the Arbitration and Conciliation Act. The
place of arbitration shall be at Chandigarh and the proceedings shall be conducted in English.

The commencement of any proceedings under this Clause shall in no way affect the
continued performance of the obligations of the Parties under this Agreement, except insofar
as such obligations relate to the subject matter of such proceedings.

7. GOVERNING LAW
The laws of India shall govern the validity and interpretation of this Agreement and the legal
relationship of the Parties to it.

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8. NOTICES
All notices under this Agreement shall be served in writing (writing shall include emails)
exclusively in the English language and shall be deemed to have been duly given and
effective:

if sent via email to the email address provided against the names of the respective Parties
hereunder, on the date of transmission of the email if the transmission was made before 5.30
pm (the time in the geographic location of the recipient party) or the next Business Day if the
transmission was made after 5.30 pm (the time in the geographic location of the recipient
party) and the receipt of which has been confirmed / as received by the recipient.

if delivered by registered post/courier, the third Business Day after the date on which it was so
posted/couriered; if sent in any other form (by hand, electronically), upon receipt/evidence of
receipt of the notice by the recipient;

Party : Mudita Strat-Aegis Consultants Pvt Ltd

Address: Q-315, Jalvayu Vihar, Sector 21, Gautam Buddha Nagar, Noida, U.P 201 301
Email : satish.chandra@muditastrat.com;

Party : Voith ____________

Address: ________________
Email :

9. NON-SOLICITATION
For the duration of this Agreement and for an additional term of two (2) years following the
expiry or earlier termination of this Agreement, each Party agrees not to induce or attempt to
induce any person who is an employee of the other Party and who is or was involved in the
performance of this Agreement to terminate his or her employment.

10. ASSIGNMENTS, WAIVERS, AMENDMENTS

This Agreement may not be amended, nor may compliance with any term, covenant,
agreement, condition or provision set forth herein be waived (either generally or in a particular
instance and either retroactively or prospectively) unless such amendment or waiver is agreed
to in writing by both Parties hereto. The terms, conditions and covenants of this Agreement
shall be binding on and shall inure to the benefit of the successors and assigns of the parties
hereto. Any failure by the Parties to enforce at any particular time any one or more of their
rights under this Agreement shall not be deemed a waiver of such rights or the right to enforce
this Agreement subsequently.

11. COUNTERPART SIGNATURES

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 This Agreement may be executed in counterparts (including by facsimile or scanned digital
copy), each of which shall be deemed an original but all of which together shall constitute one
and the same Entire.

12. SEVERANCE
If any provisions of this Agreement or any part thereof are rendered void, illegal or
unenforceable, such provisions shall be considered severable as though they did not form
part of this Agreement and the invalidity, illegality or unenforceability of such provisions shall
not affect the validity and enforceability of the remaining Agreement.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties with respect to the
subject matter herein. All prior or contemporaneous agreements, understandings,
representations, warranties and statements, oral or written, relating to the subject matter
hereof are superseded. No modification of or amendment to this Agreement shall be binding
unless in writing and executed by the parties in this Agreement.

Signed, agreed and accepted on this 1st day of March 2023.

SIGNED BY SIGNED BY

Designation Designation

Name Name

for and on behalf of for and on behalf of

Voith Mudita

WITNESS BY WITNESS BY

Designation Designation

Name Name

for and on behalf of for and on behalf of

Voith Mudita

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