AGREEMENT

This Agreement is entered into in Bangalore on this day by and between:

Xxxxxx xxxx xxx xxx xxxxx, a Private limited company and having its registered office at NO. 1718,
16th Main, 30th Cross, HBR Layour, 5th Block, Bengaluru – 560043 (herein after referred to as “Xxxxxx”,
which expression shall mean and include its successors and assigns) of the ONE PART

AND

Xxxxxx Software Pvt Ltd, a Limited company having its office at Plot No. 82, Abburu Heights,Door No.
80/40/SP/82, Silpa Pioneer Layout,Hi-tech City, Gachibowli, Seilingampally, Hyderabad - 500081,India.
(herein after referred to as “Xxxxxx” which expression shall mean and include its successors and
assigns) of the OTHER PART.

WHEREAS:

a) “XXXXXX” has represented to Xxxxxx that (i) it has requisite experience and wherewithal for
providing comprehensive secured transport services; (ii) it is engaged in providing such services to
other reputed establishments; and (iii) it has and will at all times have requisite statutory,
governmental, regulatory and other consents that may be required for providing such services.

b) “XXXXXX” has offered to provide such transport services to the Xxxxxx. and its personnel.

1. COMMENCEMENT OF THE AGREEMENT

This Agreement will commence from 1st day of November, 2017 and will remain in force for a period of 1
year. The billing will start from the date of usage of services.

2. XXXXXX OBLIGATIONS:

XXXXXX shall at all times, during the term of this Agreement, provide comprehensive and
secured transport services for meeting the transport requirements specified from time to time by
Xxxxxx For its personnel (the “Services”), subject to the terms contained hereinafter

COMMMERCIAL:

i. All vehicles used by XXXXXX will be commercially registered, comprehensively insured (at
XXXXXX cost) and in addition be compliant with all applicable statutory rules and regulations.
The liability of XXXXXX in case of any accident resulting in death or injury to any person
traveling in the vehicle or towards third party shall be subject to limits specified in Insurance
Policy.
 All Vehicles deployed by XXXXXX shall be checked to meet all the Xxxxxx requirements.
Xxxxxx at its option may check any Vehicle at any time and if it does not approve the same,
the said Vehicle shall not be deployed to provide services to Xxxxxx on any route. All such
vehicles will be deployed only after due inspection and consent of Xxxxxx.

ii. XXXXXX shall ensure the following in each vehicle.

a. First aid Box
b. Spare wheel and relevant toolkit to replace a wheel
c. Music System
d. Driver with uniform.

iii. XXXXXX shall ensure availability of backup Vehicle (of equivalent or better condition /
specifications) to replace any Vehicle immediately, which breaks down or which is not
available for any other reason.
XXXXXX has represented, and Xxxxxx is aware, that XXXXXX provides similar transport
services to various other customers (including other organizations). It is however clarified and
agreed between the Parties that, no person other than designated personnel / employees /
Xxxxxx’S clients or other parties authorized by Xxxxxx shall be allowed to travel in the
Vehicles during the time / route when the Vehicle is being used for providing Services under
this Agreement unless specifically agreed to XXXXXX in writing by Xxxxxx .
iv. XXXXXX shall ensure that :
a. The car has sufficient fuel and or the driver carries enough money for refilling the fuel as
and when required. The driver shall be expected to pay all the parking charges, toll tax or
any other charges relating to the travel. In no case, Xxxxxx employees, clients or any
other person authorized by Xxxxxx shall be asked to pay for such charges. These
expenses shall be billed to Xxxxxx along with the regular car usage bill.

XXXXXX will ensure that the service timings specified by the Xxxxxx :

i. For various days are observed and complied with.

ii. The Vehicles may be required for trips at any time during 24 hours a day / night and 7 days a
week.
iii. XXXXXX hereby confirms that satisfactory provision of services under this Agreement is the
essence of the contract
iv. Incase of break down XXXXXX will replace the vehicle with equivalent or better condition vehicle
at its own initiative.

XXXXXX will be providing service to Xxxxxx as per rates agreed in Annexure A

XXXXXX will also make available such number of stand by vehicles as may be required by Xxxxxx from
time to time.

3. Xxxxxx OBLIGATION
(A) Xxxxxx undertakes that the vehicle rented to it by XXXXXX shall not be used for:
(a) Transporting goods in violation or in any other illegal manner.
(b) To propel or tow any vehicle or trailer.
(c) Motor Sports Events.
(d) Use outside the country of rental without an advance reservation and express agreement
with XXXXXX.

(B) Xxxxxx agrees that the rent will start from Xxxxxx office and finishes back at its garage (from & to
the nearest garage by the shortest route).

(C) BILLING & PAYMENT TERMS

a. Bills for car usage for the period 1 st to 30th of the month should be submitted by the 5 th of the very
next month.
b. Payment for a particular month shall be made by Cheque or NEFT in favour of “Xxxxxx xxxx xxx
xxx xxxxx.” Within 15 days from the date of submission of bills.
c. All bills will be accompanied by a trip sheet complete with all information & signed by the user.

4. COMPLIANCE WITH LAW, ETC

XXXXXX shall ensure compliance with all laws, rules and regulations as applicable, including those
applicable to the vehicles (e.g., Vehicle/Passenger & drivers Insurance, pollution norms, registration,
permit, fitness, signage, interstate permits etc.), and otherwise for providing the services as envisaged
herein (say like compliance with provisions relating to service tax) and for conducting its business.

5. XXXXXX PERSONNEL OBLIGATIONS

i. XXXXXX will ensure the persons driving the Vehicles possess appropriate and valid driving
license for driving commercial vehicles.
ii. That XXXXXX shall ensure that the driver provided for the said car is properly dressed in
uniform and is well turned out at all times. Each driver to fully verse with traffic rules, city info
and inter state regulations.
iii. The drivers should have adequate knowledge of the city locations including the outskirts
area. He should take initiative to find the proper address the customer is searching for.
iv. The driver should have proper training and experience on handling corporate customers.
v. All Drivers will be equipped with mobile phones. His phone should however be on silent or
vibration mode while he is in the car with the customer. The driver should not speak over the
phone or blue-tooth device while driving the car.
vi. The driver should be punctual and report at the place & time given at the time of booking.
vii. While on duty, the driver should not keep the phone busy, so that the customer can reach
him immediately as and when required.
viii. The driver should be able to converse in at least one of the language English or Hindi.
ix. The driver will not be transporting/carrying any goods at any time during the time he is
assigned for Xxxxxx ’s purpose.
6. GENERAL

GENERAL TERMS & CONDITIONS OF THE AGREEMENT

 The vehicles should be with Commercial Number Plates and should be compliant with all the traffic
rules and regulations or any other law.
 Mileage and hours will be charged on Garage – to - Garage basis (as per the shortest route to &
from the pickup or drop point as the case may be).
 All Parking Charges, Toll Tax, Passenger Tax, Inter-state Border Tax, shall be reimbursed to
XXXXXX along with the monthly bills.
 That XXXXXX will ensure that the driver does not leave the vehicle unattended during the duration of
the hiring of vehicle and the driver is in contact at all times with the user either over cell phone or
through his office. Also vehicles will be well-maintained, reliable, hassle free, clean and comfortable.
 The Xxxxxx deputed for outstation duty, should be thoroughly checked before departure and driver
should have sufficient money to take care of fuel and other requirements.
 The GST will be charged additional on overall bills as per Govt of India rule. At present 5% Service
tax is charged on overall bills.
 The Driver charges for Outstation will be INR 300 for Day & Night INR 300 will charged.

8. ASSIGNMENT

The Agreement is not assignable by either party to this agreement to any other person.

9. FORCLOSURE CHARGES

If the agreement is cancelled before due date following foreclosure charges will be applicable.
1. Within 1 year : additional 6 months rental will charged
2. Within 2 years : additional 3 months rental will be charged
3. After 2 years before completion of 3rd year additional one month rental will be charged.

9. MISCELLANEOUS

This Agreement (including any Schedules or subsequent amendments hereto) constitutes the entire
binding agreement in relation to the Services, between XXXXXX and Xxxxxx and shall supersede all
other prior negotiations, commitments prior agreements or tender discussions/ documents executed by
and between the parties to this transaction.

10. DISPUTE RESOLUTION

The Parties hereto shall endeavor to resolve any disputes or differences
arising between them amicably.

i. In case of any disputes or differences or claims or demands whatsoever between the Parties
hereto, arising out of relating to or incidental to or
 ii. touching this Agreement, which do not get resolved amicably, the matter shall be referred to
the arbitration of a sole arbitrator to be appointed by both the parties, and in the event of a
failure to appoint a sole arbitrator, three arbitrators shall be appointed, one each to be
appointed by each Party and the third to be appointed by the two arbitrators. The arbitration
shall be governed by the Arbitration & Conciliation Act 1996 or any statutory modification or
re-enactment thereof for the time being in force. Both Parties consent to subject themselves
to such Arbitral Tribunal without any demur or protest. The Award delivered by the
Arbitrator(s) shall be final and binding on both Parties. Arbitration proceedings shall be
conducted in English and the seat of the arbitrator shall be in Bangalore.

iii. Subject to the foregoing provisions, the Courts in Bangalore shall have sole jurisdiction to try
any matters arising out of this Agreement or arbitration proceedings hereunder.

11. CONFIDENTIALITY:

i. The parties to this Agreement agrees and undertakes, not to disclose, communicate to or
otherwise make available to any third party, and to keep in the strictest confidence, all
information (whether provided directly by Xxxxxx or whether XXXXXX getting access to) relating
to:
The business and operations of the XXXXXX with Xxxxxx and its employees, affiliated
companies, Xxxxxx and business Partners. The specifications and the contents of any software
package involved, wherever relevant, including this agreement.
(Together referred to as “Confidential Information”)

ii. The Parties further agrees and undertakes:

a. To use the Confidential Information acquired only for the proper performance of its
obligations to each other and for no other purpose.

b. To take or cause to be taken all reasonable precautions to keep the Confidential Information
confidential and secret and prevent its unauthorized use, theft or disclosure.

iv. Immediately after expiry of the Term or termination of the Agreement, XXXXXX shall return
all Such Confidential Information, without retaining any copies.

v. The obligations of the parties under this agreement will survive and continue to be applicable
after the expiry or termination of this Agreement.

12. OPERATIONAL PROCEDURE FOR XXXXXX shall provide such information as may be
necessary for XXXXXX to provide transport services at least 4 hours in advance.

i. All bookings shall be relayed to XXXXXX booking id crs@xxxxxx.in

ii. All bookings shall be relayed by phone/ e-mail marked to concerned representative. The
bookings will be sent to XXXXXX via email booking to booking vise. In case of emergency the
booking will be give over the telephone also by one of the authorized person.
 iii. A minimum of 4(four) hour shall be given to XXXXXX as reporting time for all Official / Personal
bookings. All the Personal requests will be on direct payment basis.
iv. XXXXXX is to revert with reservation confirmation against each booking through SMS & e-mail
confirmation..

13. TERM & TERMINATION

The term of this Agreement shall be for One year i.e. from 01st November 2017 and will
Conclude on 30th day of October, 2016 and the Agreement shall expire accordingly (the
“Term”), unless terminated earlier.

i. During the Term of this Agreement, either party may terminate this Agreement, by giving 30
days’ advance notice in writing to the other.

14. FORCE MAJEURE:-

XXXXXX or Xxxxxx shall not be liable for any delay in or failure to perform any of their respective
obligations under or arising out of this Agreement if the delay or failure results from an Act of God,
war, or any Government/ Statutory prohibition on providing Services which renders it impossible for
XXXXXX or Xxxxxx to fulfill their obligations under this Agreement. It is clarified that failure to meet
the requirements of any law,

Rule or regulation (including any executive direction) resulting in adverse consequences will not
be considered an event of Force Majeure. In the same manner, any strike by the personnel of
the party claiming benefits of Force Majeure will also be not considered an event of Force
Majeure. It is further clarified that delay caused due to road blockages on account of procession
of whatsoever nature or due to reason beyond the control of statutory authority shall be
considered an event of Force Majeure.

15. RELATIONSHIP
It is understood that this Agreement does not create an employer-employee relationship between the
Parties. Nothing in this Agreement or in the arrangements hereby contemplated shall constitute
XXXXXX or any of its employees or any personnel employed by XXXXXX as the agent of Xxxxxx nor
create or be deemed to create a partnership or joint venture between the Parties, for any purpose
whatsoever. XXXXXX or any of its employees or any personnel employed by XXXXXX shall not
describe itself/himself or hold itself/himself out as being the agent of Xxxxxx or make any warranty or
representation or do any other acts in the name or on behalf of The Xxxxxx and shall not in any way
pledge the credit of The Xxxxxx . Neither Party shall have the right or authority to assume or to create
any obligation or responsibility on behalf of or in the name of the other Party or to bind the same in any
manner apart from the rights and obligations arising out of the terms of this Agreement.

16. NOTICES
 All notices, requests, demands, and other communications required or permitted to be given
under this Contract shall be in writing and delivered by hand against receipt, or sent by
registered mail or by telefax at the following addresses:

Xxxxxx
Plot No. 82, Abburu Heights,Door No. 80/40/SP/82, Silpa Pioneer Layout,Hi-tech City, Gachibowli,
Seilingampally, Hyderabad - 500081,India.
XXXXXX XXXX XXX XXX XXXXX
3rd B Cross , Yelhanka New Town
HIG Sector A
Bangalore – 560064

Any such notice or communication shall be deemed to have been duly given and served at the
date and time of:
i. First refusal of delivery, if sent by registered mail, e-mail or delivered by hand; or

ii. Either the date sent (if sent during the receiving Party’s normal business hours) or
next succeeding business day, if sent by telefax).

SIGNED AND DELIVERED SIGNED AND DELIVERED

For and on behalf of For and on behalf of
Xxxxxx xxxx xxx xxx xxxxx. Xxxxxx Software Pvt Ltd

Authorized Signatory
Authorized Signatory
Annexure A