Kashif Mehmood

DocuSign Envelope ID: EC1E7365-319C-4B84-8783-1EDFD31029FE
DATED 12TH JANUARY 2024
(1) MARKAZ TECHNOLOGIES INC.
and
(2) KASHIF MEHMOOD
TECHNOLOGY SERVICES AGREEMENT

CONTENTS
CLAUSE
1. INTERPRETATION 2
2. TERM AND NATURE OF ENGAGEMENT 5
3. SERVICE PROVIDER WARRANTIES AND BACKGROUND CHECKS 6
4. DUTIES AND OBLIGATIONS 6
5. PLACE OF WORK 8
6. CONSIDERATION 8
7. EXPENSES 9
8. INCAPACITY 9
9. CONFIDENTIAL INFORMATION 10
10. INTELLECTUAL PROPERTY 11
11. TERMINATION WITHOUT NOTICE 13
12. OBLIGATIONS ON TERMINATION AND EXPIRY 14
13. RESTRICTIVE COVENANTS 14
14. DATA PROTECTION 15
15. SERVICE PROVIDER’S COVENANTS 16
16. FORCE MAJEURE AND RELATED MATTERS 17
17. INDEMNIFICATION 17
18. NOTICES 17
19. RIGHT TO INJUNCTIVE RELIEF 18
20. ENTIRE AGREEMENT 18
21. SEVERABILITY 18
22. VARIATION 19
23. NON-WAIVER 19
24. COUNTERPARTS 19
25. THIRD PARTY RIGHTS 19
26. PUBLICITY 19
27. SUCCESSOR AND ASSIGNS 19
28. GOVERNING LAW 19
29. DISPUTE RESOLUTION 20
1
This agreement is made at [] dated 1st November 2023 (“Agreement”).
PARTIES
Markaz Technologies Inc., a private limited company incorporated and registered under the
Companies Act, 2017 in Pakistan with company incorporation number 0181527 having its registered
office is at 2810 North Church St, Wilmington DE, 19802 (hereinafter referred to as the “Company”,
which term shall mean and include, unless repugnant to the context thereto, its successors in
business, assigns and nominees) and;
Kashif Mehmood residing at district and tehsil Haripur village and post office Pharhala holding ID
1330246164989 (hereinafter “Service Provider”, which term shall mean and include, unless
repugnant to the context thereto, their legal heirs, executors and administrators)
(The Service Provider and the Company are collectively referred to as “Parties” and individually as
“Party”.)
WHEREAS:
(A) The Company is desirous of engaging the Service Provider to provide technology based
services based on the Service Provider’s representations that they have the requisite skills in
providing the services required by the Company.
(B) The Parties are desirous of entering into this Agreement so as to engage the Service Provider
to render services to the Company of the nature described in this Agreement, for good
consideration, and Parties have agreed to be bound by the terms and conditions contained
herein.
In consideration of the covenants and agreements contained in this Agreement, the Parties agree as
follows:
AGREED TERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause 1 apply in this Agreement.
Board: the board of directors of the Company (including any

committee of the board duly appointed by it).
Capacity: as agent, director, Service Provider, owner, partner,

or shareholder.
Commencement Date: 1st November 2023
Confidential Information: any non-public information (whether or not recorded

in documentary form, or stored on any magnetic or
optical disk or memory) not in the public domain
relating to the business, products, services, affairs,
finances, employees, Service Providers and
shareholders of the Company or any Group Company
and trade secrets including, without limitation, any
Intellectual Property Rights, IP Materials, processes,
policies, methods, technical data, know-how,
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customer lists, contracts and customer contact

information; details of customer requirements
(existing or planned); pricing and commission
strategies; marketing strategies and plans,
operations, manuals, internal documentation,
strategies, data, designs, drawings, marketing and
product information, promotional information,
improvements, inventions, designs, licenses, financial
statements, human resource related policies and any
information in respect of which the Company owes an
obligation of confidence to a third party including
information that the Service Provider creates
develops or receives or obtains in connection with
this Agreement and whether or not such information
(if in anything other than oral form) is marked
confidential and any other information which is
identified as being confidential within any Group
Company.
Unless otherwise specified, all information received

by the Service Provider pertaining to the Company or
any Group Company shall be deemed to be
Confidential Information.
Copies: copies or records of any Confidential Information in

whatever form (including, without limitation, in written,
oral, visual or electronic form or on any magnetic or
optical disk or memory and wherever located)
including, without limitation, extracts, analysis,
studies, plans, compilations or any other way of
representing or recording and recalling information
which contains, reflects or is derived or generated
from Confidential Information.
Engagement: the engagement of the Service Provider by the

Company on the terms of this Agreement, from the
Commencement Date up to the Termination Date.
Group Company: the Company, its Subsidiaries or Holding Companies

from time to time and any Subsidiary of any Holding
Company from time to time.
Incapacity: any sickness, injury or other medical disorder or

condition which prevents the Service Provider from
carrying out their duties.
Intellectual Property Rights: patents, utility models, rights to Inventions,

copyrights, know-how, database rights, rights in
designs and related rights, moral rights, trademarks
and service marks, business names, trade names
and domain names, rights in get-up, goodwill and the
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right to sue for passing off, rights in designs, rights in

computer software, database rights, rights to use and
protect Confidential Information (including know-how
and trade secrets) and all other Intellectual Property
Rights, in each case whether registered or
unregistered and including all applications and rights
to apply for and be granted, renewals or extensions
of, and rights to claim registration and priority from,
such rights and all similar or equivalent rights or
forms of protection which subsist or may in the future
subsist in any part of the world.
IP Materials: all documents, software, photographic or graphic

works of any type, any other materials in any medium
or format which are created by the Service Provider
or on behalf of the Service Provider in the course of
performing their duties, whether individually or jointly
with others, under this Agreement and which are
protected by or relate to Intellectual Property Rights.
Inventions: inventions, ideas, developments, discovery,

innovations and improvements, whether or not
patentable or capable of registration, and whether or
not recorded in any medium.
Restricted Business: those parts of the business of the Company and any
Group Company with which the Service Provider was
involved to a material extent in the 6 (six) months
before the Termination Date.
Restricted Customer: any firm, company or person who, during the 6 (six)
months before Termination Date, was a customer or
prospective customer of the Company or any Group
Company with whom the Service Provider had
contact in the course of their Engagement.
Restricted Person: anyone employed or engaged by the Company or

any Group Company and who could materially
damage the interests of the Company or any Group
Company if they were involved in any Capacity in any
business concern which competes with any
Restricted Business and with whom the Service
Provider dealt in the 6 (six) months before the
Termination Date in the course of their Engagement.
Services: the technology based services described in Schedule

1.
Subsidiary and Holding Company: has the meaning given in clause 1.6.
Termination Date: the date on which the Agreement is terminated, in the

manner specified herein.
4
1.2 The headings in this Agreement are inserted for convenience only and shall not affect its
construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking
account of any amendment, extension, or re-enactment and includes any subordinate
legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference
to the other genders.
1.5 Unless the context otherwise requires, words in the singular include the plural and, in the
plural, include the singular.
1.6 A reference to Subsidiaries or Holding Companies means any other legal entity operating in
any other country or jurisdiction around the world that either has common ownership or is
either associated or owns the Company or any holding company or a subsidiary (as the
case may be) as defined in the applicable companies’ law of Singapore.
2. TERM AND NATURE OF ENGAGEMENT
2.1. The Engagement shall be deemed to have commenced on the Commencement Date and
shall continue for a period of 24 months from the Commencement Date (“Term”), subject to
the remaining provisions of this Agreement.
2.2. Given the nature of the professional expertise required, the Service Provider shall dedicate
at least [48 (forty eight) hours per day on a 6 (six) days per week basis OR 40 (forty) hours
per day on a 5 (five) days per week basis]. It is clarified that for the Services rendered by the
Service Provider, irrespective of whether such Services have been rendered in excess of the
hours mentioned under this clause, the Service Provider shall only be entitled to Retainer
Fee (as defined below) and no further amounts beyond the agreed Retainer Fee shall be
paid to the Service Provider.
2.3. This Agreement may at any time during the Term be terminated by either Party without
specifying any reason whatsoever by giving the other Party not less than 1 (one) months
prior notice in writing or payment of 1 (one) months fees in lieu thereof.
2.4. Notwithstanding anything stated herein, the Parties agree that the Company may terminate
this Agreement immediately in case the Service Provider is unable to provide the Services
for any reason or has breached either the terms of, or the obligations imposed under, or the
covenants, representations and warranties given by the Service Provider under, this
Agreement.
2.5. Upon expiry of the Term, unless the Agreement has been expressly terminated by either
Party by provision of one months’ prior written notice prior to the expiry of the Term, the
Agreement shall be deemed to have been renewed for subsequent terms without the
requirement to renew the same in writing.
2.6. The relationship between the Company and the Service Provider is that of a service
recipient and an independent service provider, and is on a principal-to-principal basis.
Nothing in this Agreement shall be deemed to constitute an employment, agency,
5
partnership, a joint venture or any other Capacity between the Service Provider and the
Company, except as a service recipient and a service provider.
3. SERVICE PROVIDER WARRANTIES AND BACKGROUND CHECKS
3.1. The Service Provider represents and warrants to the Company that:
(a) the Service Provider is a skilled individual, with the relevant expertise and experience
required to effectively perform the Services for the Company;
(b) the Service Provider by entering into this Agreement or performing any of their
obligations under it, will not be in breach of any court order or any express or implied
terms of any contract or other obligation binding on them and undertakes to indemnify
the Company against any claims, costs, damages, liabilities or expenses which the
Company may incur as a result if the Service Provider is in breach of any such
obligations.
(c) the Service Provider has read and understood the terms of this Agreement and freely
consented to its terms;
(d) the Service Provider has obtained all requisite licences and/or permits required or
necessary for rendering the Services, including the requisite tax registrations/
exemptions; and
(e) the Service Provider is, and shall at all times be in compliance with applicable taxation
laws.
3.2. If the Service Provider is convicted of a criminal offence, they are required to advise the
Company immediately giving full details of the offence and the penalty imposed.
4. DUTIES AND OBLIGATIONS
4.1. The Service Provider shall provide the Services to the Company, more specifically detailed
in Schedule I, and any such services as may be informed to them by the Company from
time to time
4.2. The Service Provider shall coordinate the Services with Kashif Mehmood, Engineering
Manager, and/or such other employee/ officer of the Company, as may be informed to the
Service Provider (“Company Representative”).
4.3. The Service Provider acknowledges and agrees that they owe a fiduciary duty of loyalty,
fidelity and allegiance to act at all times in the best interests of the Company and to do no
act which would knowingly injure the business, interests, or reputation, of the Company or
any Group Company or, to the best of their knowledge, any of its owners. In keeping with
these obligations, the Service Provider shall make full disclosure to the Company of all
business opportunities which pertain to, or are similar in nature to, the Company’s business
and shall not, directly or indirectly, appropriate or use for their own benefit or for the benefit
of any other individual/entity, any such business opportunity. The Service Provider shall not
enter into any agreement or obligation, which conflicts with Services or with the terms of this
Agreement.
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4.4. The Service Provider agrees to provide the Services on an exclusive basis and not engage
in any other business, activity or employment during the Term of this Agreement. The
Service Provider represents that they have the necessary expertise, experience and
infrastructure to render the Services.
4.5. During the Engagement, the Service Provider shall:
(a) unless prevented by Incapacity, devote the whole of their time, attention and abilities
during normal working hours to the business of the Company or any Group Company;
(b) diligently exercise such powers and perform such duties, in a timely and efficient
manner, as the Company may from time to time assign to the Service Provider together
with such person or persons as the Board/ Company may appoint to act jointly with the
Service Provider;
(c) keep the Company fully informed of all steps and actions taken by the Service Provider
in the performance of their obligations under this Agreement;
(d) inform the Company, at the earliest, of any changes that could affect in any manner the
provision of Services by the Service Provider or the ability of the Service Provider to
perform the Services;
(e) conduct themselves in a professional manner, and at all times in compliance with
applicable laws, while rendering the Services;
(f) not, at any time, cause or permit to be caused, any nuisance at the Company’s
premises, or do not, at any time, do anything which may cause unnecessary
disturbance or inconvenience to others at the Company’s premises and/or to the users,
clients, vendors, suppliers or other stakeholders of the Company;
(g) comply with all reasonable and lawful directions given to the Service Provider by the
Company Representative or the Board of the Company;
(h) promptly make such reports the Board, the Company Representative, or any other
person as designated and informed to the Service Provider, in connection with any
Company/ Group Company's affairs on such matters and at such times as are
reasonably required;
(i) report the Service Provider’s own wrongdoing and any wrongdoing or proposed
wrongdoing of any other Service Provider or director of the Company or of any Group
Company or the Board immediately on becoming aware of it, to the Company
Representative;
(j) use the Service Provider’s best endeavours to promote, protect, develop and extend
the business of the Company; and
(k) maintain, at all times, in full force and effect any permits which may be required by
applicable laws, including without limitation the laws of the countries and municipalities
in which the Service Provider operates, to have in order to carry out the obligations
under this Agreement and for providing the Services.
4.6. The Service Provider shall comply with the Company’s anti-corruption and bribery policy and
related procedures at all times.
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4.7. All documents, manuals, hardware and software provided for the Service Provider’s use by
the Company, and any data or documents (including copies) produced, maintained or stored
on the Company’s computer systems or other electronic equipment (including mobile
phones) and Confidential Information remain the property of the Company.
4.8. The Service Provider agrees that the Service Provider shall comply with the administrative
procedures/ systems that are in place at the Company’s premises, including procedures for
entry into the premises. It is stated for abundant clarity that the Company’s limited
supervision over the Services performed by the Service Provider and administrative control
is necessary for the proper performance of Services and shall not lead to the creation of any
employer-employee, master-servant or other such relationship between the Company and
the Service Provider.
4.9. The Service Provider agrees that any laptop provided by Company to the Service Provider
shall not be deemed to the personal property of the Service Provider and shall be returned to
the Company upon termination of this Agreement or at such other time as may be
determined by the Company.
4.10. It is clarified and expressly agreed by the Service Provider that they shall provide all
necessary connected services and assistance which may be required for successfully and
efficiently providing the Services. The Service Provider further agrees that they shall not at
any time subcontract the Services to any other person.
5. PLACE OF WORK
5.1. The Service Provider shall provide the Services from Islamabad Pakistan or such other
location as may be required by the Company. The Service Provider may also be required to
provide the Services remotely, from home, as may be informed to the Service Provider by
the Company.
5.2. The Service Provider agrees to travel on the Company’s business as may be required for
the proper performance of the Services.
6. CONSIDERATION
6.1. In consideration for the Services, the Company shall pay the Service Provider a monthly
retainer equivalent to PKR [insert amount] (Pakistani Rupees [insert the amount in words])
(“Retainer Fee”) due and payable on the last day of each month (and if the last day of a
month is a holiday then by the next working day), subject at all times to the Services
provided by the Service Provider in that month.
6.2. All payments made by the Company to the Service Provider, in terms of the provisions of
this Agreement, shall be inclusive of all taxes, cess, levy and the like (including goods and
services tax), if any, leviable in terms of the applicable laws of Delaware and Pakistan, on
the transactions undertaken pursuant to this Agreement.
6.3. The Company shall under no circumstances be responsible for any tax obligations arising as
a result of this Agreement or bear payments of any additional amounts in the nature of taxes
8
or statutory dues, by whatever name called, in relation to the Service Provider and the
Services rendered under this Agreement.
6.4. The Company may also deduct from the Retainer Fee, or any other sums payable to the
Service Provider, any money owed to the Company by the Service Provider. Such
deductions may include but are not limited to;
(a) applicable withholding taxes, as applicable;
(l) the recovery of any overpayments of Retainer Fee; and
(m) the costs of repairing or replacing any items of computer or other office equipment
supplied to the Service Provider for the performance of their duties which the Service
Provider either fails to return on Termination Date at all or fails to return to the Company
in the condition specified herein.
6.5. The Company may withhold any amount as per the cost of asset given to the Service
Provider during the course of Engagement from the Retainer Fee or other payments owing
to them by the Company on Termination Date until all items of computer or other office
equipment or property have been returned in satisfactory condition.
6.6. The Company shall also be entitled to retain or withhold any part or whole of the Retainer
Fee, in the event the Service Provider breaches any of the material terms of this Agreement
or breach of applicable law, until the same has been complied with, or the requirements
under the applicable laws in relation to this Agreement have been adhered to, as the case
may be. Such retention or withholding by the Company shall not be deemed to constitute a
breach of the Company’s obligations under this Agreement and the Service Provider agrees
that it shall not seek any remedy, relief or claim from the Company in relation thereto.
6.7. Any incentive fee which may be paid is subject to achievement of business targets and
objective as shall be informed to the Service Provider, and such payment shall be purely
discretionary and shall not form part of this Agreement.
6.8. Save as set out in this Agreement, the Service Provider is not entitled to any other benefits
including the fuel card or any pension scheme under this Agreement.
7. EXPENSES
7.1. The Company shall reimburse (or procure the reimbursement of) all reasonable approved
expenses wholly, properly and necessarily incurred by the Service Provider in the course of
the Engagement, subject to production of relevant invoices/receipts or other appropriate
evidence of payment as may be required by the Company.
8. INCAPACITY
8.1. If the Service Provider is unable to provide Service due to Incapacity, the Service Provider
shall notify the Company Representative of the reason for the absence as soon as possible
on the first day of absence. For any absence due to Incapacity for [3 (three)] or more days,
or any absence that may affect the timelines and effectiveness of providing the Services to
9
the Company, the Company shall have the right to proportionately reduce the Retainer Fee
by the number of days absent/ number of days of delay, as the case may be.
8.2. The Service Provider agrees to consent to medical examinations (at the Company’s
expense) by a doctor nominated by the Company should the Company so require.
9. CONFIDENTIAL INFORMATION
9.1. The Service Provider acknowledges that in the course of the Engagement they will have
access to Confidential Information. The Service Provider undertakes to hold such
Confidential Information in a fiduciary capacity for the benefit of the Company. Further, the
Service Provider undertakes to observe the strictest secrecy in all matters pertaining to the
Company, its clients, Group Company, and not to divulge or disclose at any time
Confidential Information received pursuant to this Agreement to any unauthorised person
during or after the Termination of this Agreement. The Service Provider has therefore
agreed to accept the restrictions in this clause 9.
9.2. The Service Provider shall not (except in the proper course of their duties), either during the
Engagement or at any time after its termination (however arising):
(a) use any Confidential Information, except for the purposes of performing the Services
under this Agreement; or
(b) make or use any Copies;
(c) use any Confidential Information for the Service Provider’s own benefit or for the benefit
of any other person, firm or entity; or
(d) disclose any Confidential Information to any person, company or other organisation
whatsoever.
9.3. The Service Provider shall be responsible for protecting the confidentiality of any
Confidential Information to which he has access during the Engagement and shall use their
best endeavours to prevent the unauthorised use or communication of any Confidential
Information by any person, company or organisation.
9.4. The restrictions under this clause shall continue to operate and apply after the Termination
of this Agreement without limit in time, but shall not apply to:
(a) any use or disclosure authorised, in writing, by the Board or required by law; or
(e) any information which is already in, or comes into, the public domain other than through
the Service Provider's unauthorised disclosure.
Provided that, in case of any disclosure made as required by law, the Service Provider shall:
(a) immediately notify the Company of the particulars of the required disclosure; and
(b) give the Company all assistance reasonably required by the Company to enable the
Company to take any steps available to it to prevent or limit the disclosure to the
maximum extent permitted by law or to ensure that such disclosure occurs subject to
an obligation of confidence.
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9.5. All Confidential Information and Copies shall be the property of the Company and on
termination of the Engagement, or anytime at the Company’s request, the Service Provider
shall:
(a) hand over all Confidential Information or Copies to the Company; or
(b) if directed, irretrievably delete any Confidential Information (including any Copies)
stored on any magnetic or optical disk or memory, including personal computer
networks, personal e-mail accounts or personal accounts on websites, and all matter
derived from such sources which is in the Service Provider’s possession or under
their control; and
(c) provide a signed statement that the Service Provider has complied fully with their
obligations under this clause 9.
9.6. The Service Provider shall immediately intimate the Company in the event of any
unauthorized disclosure of Confidential Information or actual or suspected loss, theft,
unauthorized access, use or disclosure or any breach of confidence by any person to whom
the Service Provider divulges all or any part of the Confidential Information and shall take all
requisite steps to minimize the unauthorized disclosure and immediately return to the
Company all such information and materials, in whatsoever form, including any and all
copies thereof. Further, the Service Provider will also provide the Company all reasonable
assistance in connection with any proceedings which the Company may institute against
such person for breach of confidence.
9.7. Notwithstanding any other rights and remedies available to the Company at law or in equity,
any breach of the obligation as set out in this clause may, in particular, lead to the immediate
termination of this Agreement, without notice or payment of any further amounts towards the
Retainer Fee to the Service Provider.
10. INTELLECTUAL PROPERTY
10.1. The Service Provider agrees that all services provided by the Service Provider under this
Agreement are specially ordered or commissioned by the Company for its sole and
exclusive use and shall constitute ‘work for hire’ at the instance of the Company. The
Service Provider will not, during or at any time after the completion, expiry or termination of
this Agreement, in any way question or dispute the ownership of the intellectual property
rights developed or created by the Service Provider during the course of performance of the
Services under this Agreement.
10.2. The Service Provider shall provide the Company with full written details of all Inventions and
of all works embodying Intellectual Property Rights made wholly or partially by the Service
Provider at any time during the course of the Engagement which relate to, or are reasonably
capable of being used in, the business of the Company or any Group Company. The Service
Provider acknowledges that all Intellectual Property Rights subsisting (or which may in the
future subsist) in all such Inventions and works shall automatically, on creation, vest in the
Company absolutely. To the extent that they do not vest automatically under operation of
law, the Service Provider hereby assigns, and agrees to do everything necessary to assign,
to the Company all Intellectual Property Rights which arise as a result of the Service
11
Provider performing the Services under this Agreement (including all present and future
copyright and copyright revivals and extensions). The Parties understand and agree that the
assignment of such rights to the Company shall not lapse in the event the assigned rights
are not exercised for any period of time by the Company.
10.3. The Service Provider agrees promptly to execute all documents and do all acts as may, in
the Company’s opinion, be necessary to give effect to this clause. This includes joining in
any application which may be made in the Company’s sole name, for registration of any
Intellectual Property Rights. Decisions as to the protection or exploitation of any Intellectual
Property Rights shall be at the sole discretion of the Company.
10.4. To the extent permitted by applicable law, the moral rights in relation to the IP Materials and
the Intellectual Property Rights shall also vest in the Company. To the extent such moral
rights cannot be assigned to the Company and to the extent the following is allowed by the
laws in any country where moral rights exist, the Service Provider hereby unconditionally
and irrevocably waives the enforcement of such moral rights, all claims and causes of action
of any kind against the Company with respect to such rights and undertakes to not initiate
any legal proceedings to enforce any such moral rights.
10.5. The Service Provider may only use the Intellectual Property Rights and IP Materials to
perform the Services under this Agreement. The Service Provider agrees not to use the IP
Materials for their own gain. Further, the Service Provider agrees to not disclose any
Intellectual Property Rights or IP Materials to any third party without the express written
consent of the Company.
10.6. The Service Provider agrees that they will transfer immediately to the Company and/or the
Group Companies all IP Materials in their possession or under their control on the
Termination Date or at any other time if the Company or its affiliates requests it. No copies
or other record of any IP Materials may be retained by the Service Provider unless the
Service Provider has prior written consent from the Company.
10.7. The Service Provider shall indemnify the Company for any loss, damage, expenses or
infringement should the Service Provider misuse or allow others to misuse the Company’s
Intellectual Property Rights and IP Materials arising as a result of the usage of any patent,
trademark, label, design or application, including software program and applications. The
Company shall also have a right to recover any damages incurred on account of any
misrepresentation of the Service Provider’s job responsibilities, misappropriation of funds by
the Service Provider, or any act done by the Service Provider which is against the policies
as laid down by the Company from time to time, as applicable to the Service Provider. The
Service Provider shall indemnify and keep the Company indemnified to extent of such loss
as may be suffered by the Company.
10.8. For the avoidance of doubt, it is hereby clarified that the provisions of this clause shall
remain in full force and effect notwithstanding that after the Service Provider has made or
originated any such IP Materials, this Agreement may have ceased or been terminated for
any reason whatsoever.
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11. TERMINATION WITHOUT NOTICE
11.1. The Company may terminate the Engagement with immediate effect without notice and with
no liability to make any further payment to the Service Provider (other than in respect of
amounts accrued due at the date of termination) if the Service Provider:
(a) commits any gross misconduct affecting the business of the Company or any Group
Company;
(b) commits any serious or repeated breach or non-observance of any of the provisions
of this Agreement or refuses or neglects to comply with any reasonable and lawful
directions of the Company;
(c) does not respond to the emails or requests of the Company Representative, or any
person(s) authorised by them, or does not make themselves available to perform the
Services, for a continuous period of more than 3 (three) days, without providing
reasons (sufficiency of which shall be determined by the Company in its sole
discretion) for such absence in advance or as soon as possible on the day of
absence;
(d) is convicted of any criminal offence (other than an offence under any road traffic
legislation in Pakistan or Delaware or elsewhere for which a fine or non-custodial
penalty is imposed);
(e) commits any fraud or dishonesty or acts in any manner which in the opinion of the
Company brings or is likely to bring the Company or any Group Company into
disrepute or is materially adverse to the interests of the Company or any Group
Company;
(f) is in breach of the Company’s anti-corruption and bribery policy and related
procedures; or
(g) commits serious breach of any rules issued by the Company from time to time,
applicable to the Service Provider, regarding its electronic communications systems.
11.2. The rights of the Company under clause 11.1 are without prejudice to any other rights that it
might have at law to terminate this Agreement or to accept any breach of this Agreement by
the Service Provider as having brought the Agreement to an end. Any delay by the
Company in exercising its rights to terminate the Agreement shall not constitute a waiver
thereof.
11.3. Upon the expiry or termination of this Agreement for whatsoever reason, the Service
Provider will be entitled to receive payments only up to the date of expiry/termination of this
Agreement, as the case may be. All undisputed payments due to the Service Provider will
be settled in full by the Company, subject to the terms and conditions of this Agreement,
within [1 (one) month] from the date of expiry/ termination of this Agreement or the date of
submission of final invoice(s) by the Service Provider, whichever is later. Payments will be
made to the Service Provider after verifying the documents submitted and making
deductions/ adjustments/ recoveries of amounts due to be paid by the Service Provider to
the Company, if any. Notwithstanding termination by either Party, such termination does not
entitle the Service Provider to receive any additional fees other than those payable in
accordance with this Agreement.
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11.4. Termination of this Agreement for whatever reason shall not affect (a) the accrued rights and
liabilities of the Company arising in any way out of this Agreement as on the date of
termination and in particular but without limitation, the right to recover damages against the
Service Provider; or (b) provisions that are expressed to survive this Agreement, which shall
remain in full force and effect.
12. OBLIGATIONS ON TERMINATION AND EXPIRY
12.1. Upon the expiry or termination of this Agreement in any manner, the Service Provider shall
fulfil any post-termination obligations imposed on it under this Agreement and shall also:
(a) immediately deliver to the Company (or its authorised representatives) all documents,
books, materials, records, correspondence, papers and information, Confidential
Information and Copies (on whatever media and wherever located) relating to the
business or affairs of the Company or any Group Company or its business contacts,
any keys and any other property of the Company or any Group Company, which is in
their possession or under their control. In the event the Service Provider is working
remotely/ from home at the time of expiry or Termination of the Engagement, the
Service Provider may be required to return official property in the manner prescribed
by the Company at the time; or
(b) if directed, irretrievably delete any information relating to the business of the
Company or any Group Company, their employees, staff, representatives and/or
directors, stored on any magnetic or optical disk or memory and all matter derived
from such sources which is in their possession or under their control; and
(c) provide a signed statement that they have complied fully with their obligations under
this clause 12.1 together with such reasonable evidence of compliance as the
Company may request.
12.2. Any items of computer or other office equipment provided to the Service Provider for the
performance of their duties at home must be returned in the same condition as provided to
the Service Provider, subject to reasonable wear and tear. If an item of computer or office
equipment is damaged whilst under the Service Provider’s control, reasonable wear and
tear expected, the Service Provider will be required to reimburse the Company for the cost
of any repairs or the replacement cost of the office equipment if in the Company’s
reasonable opinion it cannot be repaired. These costs may be deducted from the Retainer
Fee or any other sums owing to them by the Company on termination, in accordance with
clause 6.6.
13. RESTRICTIVE COVENANTS
13.1. In order to protect the Confidential Information and business connections of the Company
and each Group Company to which the Service Provider has access as a result of the
Engagement, the Service Provider covenants with the Company (for itself and as trustee
and agent for each Group Company) that they shall not:
(a) for 6 (six) months after the Termination Date, solicit or endeavour to entice away from
the Company or any Group Company the business or custom of a Restricted
14
Customer with a view to providing goods or services to that Restricted Customer in

competition with any Restricted Business;
(b) for 6 (six) months after the Termination Date, offer to employ or engage or otherwise
endeavour to entice away from the Company or any Group Company any Restricted
Person;
(c) for 6 (six) months after the Termination Date, be involved within Pakistan or
Singapore in any Capacity with any business concern which is (or intends to be) in
competition with any Restricted Business;
(d) for 6 (six) months after the Termination Date, employ or engage or otherwise facilitate
the employment or engagement of any Restricted Person, whether or not such
person would be in breach of contract as a result of such employment or
engagement; or
(e) at any time after the Termination Date, represent themselves as connected with the
Company or any Group Company in any Capacity, other than as a former Service
Provider, or use any registered names or trading names associated with the
Company or any Group Company.
13.2. The restrictions imposed on the Service Provider by this clause 13.1 apply to them acting:
(a) directly or indirectly; and
(b) on their own behalf or on behalf of, or in conjunction with, any firm, company or
person.
13.3. The Company and the Service Provider have entered into the restrictions in this clause 13
having been separately legally advised.
13.4. Each of the restrictions in this clause 13 is intended to be separate and severable. If any of
the restrictions shall be held to be void but would be valid if part of their wording were
deleted, such restriction shall apply with such deletion as may be necessary to make it valid
or effective.
13.5. The Service Provider will, at the request and expense of the Company, enter into a separate
agreement with any Group Company in which he agrees to be bound by restrictions
corresponding to those restrictions in this clause 13 (or such of those restrictions as may be
appropriate) in relation to that Group Company.
14. DATA PROTECTION
14.1. The Company will collect and process information relating to the Service Provider in
accordance with the Company privacy notice and prevailing data protection laws in force on
the date of this Agreement (or as amended from time to time thereafter).
14.2. The Service Provider shall comply with the Company’s rules, as applicable to a Service
Provider, when handling personal data in the course of the Engagement including personal
data relating to any Service Provider, customer, client, supplier or agent of the Company.
The Service Provider will also comply with the Company's relevant policies dealing with
15
information technology and communications systems policy, social media and ID and
passwords.
14.3. Failure to comply with the privacy notice referred in clause 14.1 or any of the policies listed
herein may result in termination of this Agreement by the Company without notice, and
without payment of any further amounts towards the Retainer Fee.
14.4. Further, the Service Provider agrees to intimate the Company of any change in their
Personal Data within 7 (seven) working days to the Company.
14.5. The Service Provider shall have personal liability for and shall indemnify the Company and
any Group Company for any loss, liability, costs (including legal costs), damages, or
expenses resulting from any breach by the Service Provider of the applicable data privacy
laws.
15. SERVICE PROVIDER’S COVENANTS
15.1. The Service Provider covenants and recognizes that:
(a) the Service Provider is independent of the Company, legally and economically;
(b) the Service Provider shall not make any disparaging or negative statements regarding
their engagement under the terms of this Agreement;
(c) the Service Provider shall not enter into any agreement or obligation, which conflicts
with any terms of this Agreement; and
(d) the terms of this Agreement are essential to the Company’s willingness to engage the
Service Provider, and that consequently, these provisions herein are for the promotion
of and not the restriction of the business and trade interests of the Service Provider.
15.2. The covenants provided herein by the Service Provider are in addition to and do not exclude
any implied covenants under applicable law with respect to the activities contemplated
under this Agreement.
16. FORCE MAJEURE AND RELATED MATTERS
16.1. In case of the occurrence of any event which is beyond the control of the Company which
cannot reasonably be foreseen and which substantially affects the performance of this
Agreement or the business of the Company such as natural calamities, pandemics, acts of
Government, war, quarantines, terrorist attacks, a shortage of power or raw materials,
accumulation of stocks or the breakdown of machinery etc., the Company shall have the
right to suspend or terminate the Engagement and this Agreement without notice or
payment of any amounts towards the Retainer Fee for any duration, if the Company, in good
faith believes that it is unable to utilize the Service Provider’s Services under this
Agreement.
16.2. The Company shall not be liable for any default or non-performance of obligations under this
Agreement, if such default or non-performance of obligations is caused by such event as
described in Clause 16.1 above.
16
17. INDEMNIFICATION
The Service Provider shall indemnify, defend and hold the Company harmless from and
against any and all damages, claims, penalties, fines, costs, paid or incurred by the
Company as a result of, arising from, or in connection with, or relating to: (a) any breach by
the Service Provider of any of their responsibilities or obligations or covenants or
representations or warranties under this Agreement; (b) any claim by a third party that any
aspect of the Services infringes any of their rights, including intellectual property rights; or
(c) any negligence or recklessness or fraudulent or wrongful conduct of the Service Provider
in the performance of the Services.
18. NOTICES
18.1. A notice given to a Party under or in connection with this Agreement shall be in writing in the
English language and signed by or on behalf of the Party giving it. It shall be delivered by
hand or sent to the party at the address given below in this Agreement or as otherwise
notified in writing to the other party.
To the Company: To the Service Provider:
Markaz Technologies Inc. Kickstart Flagship, District and tehsil haripur village and post
Korang road, I-10/3, Islamabad office pharhala
Email: fawad@markaz.app
kashif@markaz.app
Attention: [Fawad Hussain, CTO]
Attention: Kashif Mehmood, Software
Engineer I
18.2. Any such notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the address or given to the
addressee as mentioned above; or
(b) in the case of pre-paid first class post or other next working day delivery service, at
9.00 am on the second business day after posting or at the time recorded by the
delivery service; or
(c) by email, immediately on sending the same, to the email address mentioned above.
18.3. A notice shall have effect from the earlier of its actual or deemed receipt by the addressee.
For the purpose of calculating deemed receipt:
(a) all references to time are to local time in the place of deemed receipt; and
(b) if deemed receipt would occur on a Saturday or Sunday or a public holiday when
banks are not open for business, deemed receipt is at 9.00 am on the next business
day.
17
18.4. A Party may change or supplement the addresses given above, for purposes of this clause,
by giving the other Party written notice of the new address in the manner set forth above.
19. RIGHT TO INJUNCTIVE RELIEF
The Service Provider acknowledges that if they breach their obligations and covenants
under this Agreement, monetary damages shall not be a sufficient remedy, and the
Company will be entitled, without limiting any of its other rights or remedies available, to
injunctive or equitable relief to deal with such breaches.
20. ENTIRE AGREEMENT
20.1. This Agreement and any document referred to in it constitutes the entire agreement
between the Parties and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between them, whether written
or oral, relating to its subject matter.
20.2. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall
have no remedies in respect of, any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this Agreement.
20.3. Each Party agrees that it shall have no claim for innocent misrepresentation or misstatement
based on any statement in this Agreement.
20.4. Nothing in this clause shall limit or exclude any liability for fraud.
21. SEVERABILITY
Each provision of this Agreement is severable and distinct from the other and if at any time
one or more of such provisions is or becomes invalid, void and/ or illegal, the enforceability
of the remaining provisions hereof shall not in any way be affected or impaired thereby.
22. VARIATION
No variation or agreed termination of this Agreement shall be effective unless it is in writing

and signed by the Parties (or their authorised representatives).
23. NON-WAIVER
No failure by the Company to exercise, nor any delay by the Company in exercising, any
right, power or remedy hereunder shall operate as a waiver of that or any other right, power
or remedy of the Company, nor shall any single or partial exercise of any right, power or
remedy preclude any other exercise, or further exercise, of that or any other right, power or
remedy.
18
24. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall be deemed an original, but all the counterparts shall together
constitute the one Agreement.
25. THIRD PARTY RIGHTS
No one other than a party to this Agreement shall have any right to enforce any of its terms.
26. PUBLICITY
The Service Provider will not, except with the prior written consent of the Company, use in
advertising, publicity (including in-house publications, client circulars and social media) or
otherwise the name of the Company or of any officer or employee of the Company or any
trade name, trade mark, trade device, service mark, symbol mark, symbol or any
abbreviation, contraction or simulation thereof owned by the Company, or represent directly
or indirectly, that any product or any service provided by the Service Provider has been
approved or endorsed by the Company or by any officer or employee of the Company,
provided that during the validity of this Agreement, the Service Provider may use the
Company’s logo (without any alterations in design, colour, scale, etc.) on their business
cards, which business cards should expressly state that the Service Provider is a Service
Provider for the Company.
27. SUCCESSOR AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the Parties. Neither this
Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof
nor any of the documents executed in connection herewith may be assigned by the Service
Provider without the consent of the Company.
28. GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed exclusively in accordance with the laws of Pakistan.
29. DISPUTE RESOLUTION
29.1. The Parties shall endeavour to reach an amicable settlement to any dispute that may arise
out of/or relating to this Agreement, through mutual consultation and good faith, as promptly
as possible. Each Party shall, however, continue to fulfil its obligations under this Agreement
till the pendency of dispute arising out of or relating to this Agreement.
29.2. If the dispute is not resolved through mutual consultation within 15 (fifteen) days, the dispute
shall be resolved by arbitration by a mutual agreed arbitrator. The arbitration proceedings
shall be conducted in accordance with the Arbitration Act, 1940 and the rules made
thereunder (as may be amended from time to time). Arbitration proceedings shall be
19
conducted in English and be held in Karachi by a sole arbitrator to be appointed by the

Company.
29.3. The award rendered pursuant to such arbitration shall be binding upon the Parties and may
be entered in any court having jurisdiction thereof. It is clarified that arbitration proceedings
shall be condition precedent to any other action under law.
29.4. The provisions of this clause 29 shall survive beyond the Termination Date.
This Agreement has been entered into on the date stated at the beginning of it.
SIGNED by Shoaib Khan, CEO …………………………………………………
duly authorised for and on behalf of
[MARKAZ TECHNOLOGIES INC.]
SIGNATURE OF WITNESS:
OCCUPATION: COO
NAME: Mohmmad Sameel Hayat
ADDRESS: House No. 127A, Street No. 42, F-10/4, Islamabad.
Signed by Kashif Mehmood .......................................

SERVICE PROVIDER
SIGNATURE OF WITNESS:
OCCUPATION: CMO
NAME: Umair Aslam
ADDRESS: Hno 22, Stno30, Korang Town, Islamabad
20
Schedule 1
Services
[insert]
21

Kashif Mehmood

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DocuSign Envelope ID: EC1E7365-319C-4B84-8783-1EDFD31029FE

DATED 12TH JANUARY 2024

(1) MARKAZ TECHNOLOGIES INC.

(2) KASHIF MEHMOOD

TECHNOLOGY SERVICES AGREEMENT

This agreement is made at [] dated 1st November 2023 (“Agreement”).

Board: the board of directors of the Company (including any

Capacity: as agent, director, Service Provider, owner, partner,

Commencement Date: 1st November 2023

Confidential Information: any non-public information (whether or not recorded

customer lists, contracts and customer contact

Unless otherwise specified, all information received

Copies: copies or records of any Confidential Information in

Engagement: the engagement of the Service Provider by the

Group Company: the Company, its Subsidiaries or Holding Companies

Incapacity: any sickness, injury or other medical disorder or

Intellectual Property Rights: patents, utility models, rights to Inventions,

right to sue for passing off, rights in designs, rights in

IP Materials: all documents, software, photographic or graphic

Inventions: inventions, ideas, developments, discovery,

Restricted Person: anyone employed or engaged by the Company or

Services: the technology based services described in Schedule

Termination Date: the date on which the Agreement is terminated, in the

2. TERM AND NATURE OF ENGAGEMENT

3. SERVICE PROVIDER WARRANTIES AND BACKGROUND CHECKS

4. DUTIES AND OBLIGATIONS

4.5. During the Engagement, the Service Provider shall:

(a) applicable withholding taxes, as applicable;

(l) the recovery of any overpayments of Retainer Fee; and

(b) make or use any Copies;

(a) hand over all Confidential Information or Copies to the Company; or

10. INTELLECTUAL PROPERTY

11. TERMINATION WITHOUT NOTICE

12. OBLIGATIONS ON TERMINATION AND EXPIRY

13. RESTRICTIVE COVENANTS

Customer with a view to providing goods or services to that Restricted Customer in

(a) directly or indirectly; and

14. DATA PROTECTION

15. SERVICE PROVIDER’S COVENANTS

15.1. The Service Provider covenants and recognizes that:

16. FORCE MAJEURE AND RELATED MATTERS

To the Company: To the Service Provider:

18.2. Any such notice shall be deemed to have been received:

19. RIGHT TO INJUNCTIVE RELIEF

20. ENTIRE AGREEMENT

No variation or agreed termination of this Agreement shall be effective unless it is in writing

25. THIRD PARTY RIGHTS

27. SUCCESSOR AND ASSIGNS

28. GOVERNING LAW

29. DISPUTE RESOLUTION

conducted in English and be held in Karachi by a sole arbitrator to be appointed by the

SIGNED by Shoaib Khan, CEO …………………………………………………

duly authorised for and on behalf of

[MARKAZ TECHNOLOGIES INC.]

Signed by Kashif Mehmood .......................................

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