Date: 1st August 2022 (“Execution Date”)

To: Mr. Vaibhav Lodha

Subject: Terms and conditions of your engagement as with company name

(“Company”)

Dear XYZ

This letter (hereinafter “Letter”) forms a binding agreement among Cultech Wave
Private Limited (hereinafter or the “COMPANY”) having its registered office at 6A6,
Nikunjam Towers, Kannammoola, Thiruvananthapuram, Kerala- 695033, the promoters
(“Promoters”) of the Company, whose details are appended in Annexure-2 of this letter
and Mentor (hereinafter called “Business Consultant”, “Consultant” “Mentor”
“Advisor”, “you”, “your”, “yourself”), resident of ……………………………, in relation
to your engagement with Company from 1st August 2022 till the expiry of a period of 3
years, unless terminated earlier in accordance with Clause 5 of this Letter (“Term”).

1. Background

1.1 Company name is in the business of promoting the access, understanding and
experience of India’s pluralistic cultural heritage to young minds and life-long
learners through content,products and experiences.

1.2 The current paid-up equity shares of the Company as on the date of this Letter is
Rs 1,00,000/- divided in to 10,000 equity shares with face value of Rs 10/- each.

1.3 The Company desires to engage you as an “Mentor” to render all the relevant
Mentoring services (“Services”) to the Company and/or such assignees (e.g.
Innovators, Fellows etc.) as Company may designate from time to time in
writing.” The Mentor shall provide his services towards the achievement of the
deliverables [‘Deliverables'] as setforth in Annexure-1 to this Agreement.

2. Provision of Services
2.1 You agree that as a Mentor, you are qualified, willing and desirous of providing
the Services to the Company and/or such assignees as company may designate
from time to time in writing, on the terms and conditions contained herein. The
scope of Services will be mutually reviewed by the Parties, from time to time.

2.2 You agree that you are an independent Mentor and are engaging with Company
on a principal-to-principal basis and in no event will you be considered as an
employee or agent of Company. You fully understand the nature of independent
Mentor status and intend to create an independent Mentorship relationship.
Consistent with this relationship, you will not be entitled to any of the usual
benefits incidental to employment with Company.

2.3 You will have the right to control the manner and means by which the Services
are to be completed and Company will retain the right to ensure that the Services
are being performed according to agreed specifications and requirements. The
Company will not be responsible for your acts or the acts of your employees,
associates and/or agents, if any.

2.4 Your rights and/or obligation in this Letter will not be assigned or otherwise
transferred by you. You will not delegate or hire additional persons to perform
Services, without the prior written consent of the Company.

2.5 You will not use the Confidential Information and/or COMPANY’s name, logo
or any other intellectual property in any of your endeavours or in any
announcement related thereto, without the prior written consent of COMPANY.

2.6 You agree that you will devote at least 8 hours of your quality time every month
[‘Minimum Mentoring Hours’].

2.7 The duration of this engagement shall be 3 years.

3. Payments

3.1 For your services towards the achievement of your Deliverables, the Promoters of
the, whose names are mentioned in Annexure-2 to this Letter, of Company shall
transfer you the equity shares [‘Equity’] of 3 percent of the current paid up share
 capital of the Company aggregating to 300 equity shares subject to your devotion
of Minimum Mentoring Hours as set forth in clause 2.6 above.

4. Covenants and Undertakings.

4.1 You agree that, you will:

(i) comply with the terms and conditions of this Letter at all times during the
Term;

(iii) make reasonable efforts to use your knowledge, skill and expertise
towards performance of Services;

(iv) perform the Services faithfully and diligently;

(v) be bound by and follow COMPANY’s internal policies and regulations, as

communicated to you from time to time;

(vi) submit a monthly report on the activities undertaken by you, to

COMPANY

(vii) not engage in any unjust enrichment through COMPANY’s clients or

through business with a third party or through trade secrets or property
rights of COMPANY, during and/or after the Term.

5. Termination.

5.1 Subject to Clause 5.2, either you or COMPANY may terminate your engagement
with COMPANY under this Letter by serving a 15 days’ prior written notice to
the other person for reasons described henceforth in 5.2.
5.2 COMPANY may immediately terminate your engagement under this Letter, by
written intimation to you, upon any one or more of the following events as
reasonably determined by COMPANY after giving you an opportunity to be
heard in this regard:

(i) you are charge sheeted for any offence involving moral turpitude, deceit,
dishonesty or fraud (“charge sheeted” for these purposes, means the
framing of charges by a court of competent jurisdiction, and will include
the filing of a Company information report);

(ii) your gross negligence, misconduct (including sexual misconduct) and/or

insubordination;

(iii) your conduct is prejudicial to the interests of the Company or to the

interests of the Company’s clients;

(iv) you are declared insolvent or bankrupt under applicable law or you are
making any composition or entering into any deed of arrangement with
your creditors;

(v) your prolonged unavailability and/or unauthorized or unapproved

absence for reasons other than force majeure circumstances.

(vi) conflict of your interest with the interests of COMPANY and/or Services
and/or terms of this Letter.

(viii) Non-performance towards the deliverables of mentoring hours described

in 2.6. This is subject to Mentors unavailability despite company’s
continued communication for the need of time.

6. Consequences of Termination.

6.1 Upon termination of your engagement with COMPANY under this Letter:
 i. You will immediately deliver to COMPANY, all completed and work-in-
progress deliverables in relation to Services, as prepared until such date of
termination.
ii. ii. You will immediately destroy and delete all the copies of information and
materials related to the Services, as may be in your possession;

iii. Any rights and obligations under this Letter, which either expressly or by their
nature survive your engagement with the Company under this Letter, will not be
extinguished by termination; and

iv. Any right or obligation accrued prior to such termination will not in any way be
affected or prejudiced.

v. The Parties hereby agree that the Promoters shall, in the event of non-
performance of the deliverables as set-forth in the Annexure-1 shall buy back
the Equity allotted to you at the face value of Rs.10 each and you will sign the
transfer deed and other necessary documents etc. required to effect the aforesaid
buy back.

7. Confidentiality and Non-Disclosure.

7.1 “Confidential Information” means all information (including but not limited to
trade secrets, specifications, techniques, formulae) disclosed by COMPANY to
you, whether deliberately or inadvertently, and includes information passing
from or to officers, personnel or contractors of COMPANY, before, during
and/or after the Term, relating to COMPANY (including its Mission and/or
finances), COMPANY’s funders/investors, any of COMPANY’s partners and/or
incubatees and/or companies supported by COMPANY’s incubation partners,
investment partners, funders and/or any other partners assigned to you in
absolute confidence and secrecy. 

7.2 You agree that, during the Term and thereafter, you will treat as confidential all
the Confidential Information, including the contents of this Letter and all
information, data, Mission related plans and/or guidance provided by you to the
Company as a part of Services and use such information only for the purposes of
fulfilling your obligations under this Letter.
8. Intellectual Property Rights.

8.1 “Intellectual Property Rights” includes all rights of the Company in and in
relation to any patents, patent applications, know-how, information, data points,
trademarks, trade mark applications, trade names, designs, copyrights, domain
names or other similar intellectual, industrial or commercial rights and all
registrations, extensions and renewals thereof in any part of the world.

8.2 You agree that COMPANY will be the sole owner of any Intellectual Property
Rights arising out of Services and/or your engagement under this Letter,
immediately upon the formation of such rights. You agree to perform all acts
including execution of documents and assistance in legal proceedings that are
necessary to defend or establish the Intellectual Property Rights of COMPANY in
any country.

9. Conflicts of Interest, Non-Compete and Non-Solicit.

9.1 You agree to make full and true disclosure to COMPANY of any direct or
indirect interest or benefit that you have derived or are likely to derive through
or in connection with any contractual arrangements, dealings, transactions or
affairs of the Company. A formal disclosure made to COMPANY for each such
matter at a particular instance will suffice and repeated disclosure will not be
required for the same matter.

9.2 During the Term and for a continuous period of three months thereafter, you will
not, directly or indirectly solicit or attempt to solicit, induce or recruit, engage or
in any other way encourage employees, consultants, vendors, advisors and/or
mentees of COMPANY and/or its affiliates to terminate their respective
engagement with COMPANY and/or its affiliates and/or engage with you
and/or any third party.

10. Miscellaneous.

10.1 Entire Understanding. This Letter contains the complete and integrated
understanding and agreement in relation to your engagement with COMPANY
for provision of Services and supersedes any understanding, agreement or
negotiation, whether oral or written. No change, alteration, modification,
 amendment or addition to this Letter will be effective unless it is in writing and is
executed by both you and COMPANY.

10.2 Indemnification and Limitation of Liability. You will specifically and expressly
defend, indemnify and hold harmless COMPANY, its officers, agents and
employees at your own expense, up to a ceiling amount of the Consultancy Fee,
from and against any and all suits, claims, actions, losses, costs, penalties and
damages of whatsoever kind, including attorney’s reasonable fees and costs, and
claims arising out of and in connection with your willful misconduct and/or
grossly negligent acts and/or omissions pursuant to this Letter.

10.3 Dispute Resolution. In case of any dispute, controversy or claim arising out of or
in connection with this Letter, including the breach, termination or invalidity of
this Letter, and after the disputing party gives the other party a notice that such
dispute has arisen, the parties will use all reasonable endeavours to negotiate
with a view to resolving the dispute amicably within 30 (thirty) days of such
notice.

10.4 Governing Law and Jurisdiction. This Letter will, in all respects, be governed by
rules and regulations of COMPANY and construed in accordance with the laws
of India. Subject to Clause 10.3, any disputes arising hereunder will be subject to
the exclusive jurisdiction of the courts in Kanpur, Uttar Pradesh.

10.5 Notice. All notices given pursuant to this Letter will be in writing and will be
deemed to be served at the addresses mentioned at the beginning of this Letter,
unless agreed otherwise in writing.

10.6 Waiver. Waiver by COMPANY of any one of your default will not waive your
subsequent defaults of the same or different kind, and no failure or delay of the
Company to exercise or enforce any of its rights hereunder shall act as a waiver
of those rights.

10.7 Good Faith. COMPANY and you agree to act in utmost good faith in interpreting
and implementing the engagement under this Letter and agree to do all things
reasonably within their power which are necessary or desirable to give effect to
the spirit and intent of this Letter.

10.8 Severability. If any part of understanding under this Letter is determined to be

unenforceable then such part will, to that extent, be deemed deleted from this
 Letter and the legality, validity and enforceability of the remaining part of this
Letter will not be in any way affected.

10.9 Force Majeure. Neither COMPANY nor you will be liable for any failure or delay
in the performance of its respective obligations under this Letter due to reasons
beyond such person’s reasonable control, including acts of war, acts of god,
earthquake, flood, riot, embargo, sabotage, governmental action(s) or omission(s)
or failure of internet.

Please indicate your acceptance of the above mentioned terms by signing below no later
than 7 days after receipt of this agreement.

Yours truly,
Acknowledged and agreed by the Company,

__________________________ __________________________.

Acknowledged and agreed by the Promoters

S.No. Promoter Name Address of the Signature with date and

Promoters place
Annexure-1

Deliverables

● Fund Raising
● Investor Connects
● Go to Market Strategy
● Product Market Fit
● Structuring of the Company
● Storyline
● And other Managerial Strategies
Annexure-1

Names of the Promoters

S.No. Name of the Promoter No of shares held