LEGALLY BINDING

AGREEMENT FOR THE

PURCHASE OF EXCLUSIVE
RIGHTS PRODUCTS/SERVICES

Between:

CD-JEK SOFTWARE & DELP

GROUP LIMITED
PARTIES
This Agreement, hereafter is referred to as (‘Contract’), made on 23/05/2021, is by and between CD-Jek
Software Consultant, hereafter is referred to as (‘Seller’) and Mr. Vijal Brahambhatt of Delp Group
Limited hereafter is referred to as (‘Buyer’). The seller’s primary address is 84, Bambagher, Ramnagar-
244715, Uttarakhand, India, and is legally registered and operating from The Republic of India. The
buyer’s primary business address is 5 Ashmore Court, Heston Road, Hounslow, England, and is legally
registered and operating from United Kingdom. Jointly the Buyer and Seller are hereby referred to in this
document as the Parties (Parties).

THE AGREEMENT
The Contract is pertaining to purchase of V3Cube Gojek With Complete Install & Source Code, for which
the total amount of $6999.76 was paid to the Seller’s Bank Account by the Buyer in Indian Overseas
Bank, bearing Account Title, ‘Code Deals Software Solutions’. The copy of the invoice is herewith
attached (Invoice). Further details with regards to deliverables and time frame agreed for each phase
amongst the parties is divided in 3 Phases and is attached herewith as (Deliverables). The Buyer has
rendered services of the Seller for the development of web / mobile applications, as described in the
Work Statement. The Contents laid out in the Deliverables are fully incorporated in this document by
virtue of mutual agreement amongst the parties. Furthermore, this Agreement includes all sorts of
documents pertaining to the mentioned task as attachments and hence, all should be considered in its
entirety.

In consideration of the mutual promises and covenants in this Contract, of which

the receipt and sufficiency are hereby acknowledged, the Parties further agree
to the terms as follows:

1) INTELLECTUAL PROPERTY AND COPYRIGHTS:

a. Ownership:

Seller agrees that the buyer is the sole and exclusive owner of all intellectual property, including
copyrights, trademarks, patents, work product and know-how, which

(i) relate to the Buyer's business, or actual or demonstrably anticipated research or

development of the Deliverables; or

(ii) Result from any work performed in discharging the contractual duty for the buyer.

(iii) the use of Buyer's trademarks will continue to inure to Buyer's sole and exclusive
benefit.
b. Grant of Temporary Licence for the Discharge of Duty:

Buyer agrees to grants the Seller a non-exclusive and non-transferable license to use, reproduce
and modify the Buyer’s Content only in context to the performance of the services and the
production of the Deliverables.

c. Third Party Interests/Materials in Deliverables:

The Seller is under a constant duty to inform the Buyer immediately about any third party
content used in the deliverables, and relevant information pertaining to any licences or
rights associated with the title. The Seller must also take reasonable steps to provide precise
and accurate information pertaining to the respective third party and the content used in
the deliverables. In such case, the Seller must take reasonable steps to inform the client
about any fee associated with such rights and make reasonable arrangements for the
payment of the fee for the licences.

d. Forthwith Assignment of All the Copyrights Associated with the Deliverables:

Whenever the services are terminated, then the Seller is bound by the virtue of this agreement
to assign all the associated copyrights immediately to the Buyer, the copyrights lists are non-
exhaustible and can extend from any work undertaken by the Seller in execution of the services
for the Buyer. The client by virtue of this agreement can anytime request during that time for a
reasonable proof or inspection of the document, which pertains to the copyrights. The transfer
of the copyright is subject to payment of the entire fees associated with the work.

e. Full Adherence of the Seller towards Intellectual Property Rights Associated with the
Product/Service:

By virtue of this Contract, the seller agrees that they have sole and exclusive intellectual
property rights over the services/products offered to the Buyer. By virtue of this Contract the
seller also agrees that the they have taken all the appropriate necessary steps to ensure that
their rights are exclusive over the products/service and that no alternative
company/individual is having a claim over a similar or same product/service.

f. Forthwith Assignment/Delivery of Work, Subject to Associated Fees:

The Seller must promptly by virtue of this contract deliver the agreed work without any
reasonable delay to the buyer. The Seller is bound to transfer along with the content of the
work, all the necessary Intellectual Property rights related interests and titles to the Buyer.
 The buyer can, if it wants to review the additional documents to verify the claims of
intellectual property rights and copyrights. The following will be delivered by the Seller, on
receipt of receiving all the necessary fees associated with the work.

2) RESPECTIVE FEES/COSTS ASSOCIATED WITH THE DUE-DISCHARGE OF OBLIGATIONS:

(a) Fee:

In return of the Services provided by the Seller, the Buyer is bound by the virtue of this contract to pay
the Buyer's fees in accordance with the Terms and the Payment Program as agreed by the Parties.

(b) Additional Fee/Expenses:

During the execution of Final Work, the Seller may have to incur expenses that include, source licenses,
software licenses, stock photography or other Third Party Materials. The Seller will make every effort to
obtain written approval of the Seller's expenses before incurring them. Such additional expenses are not
formally embodied in the Contract but the seller may reasonably ask for such expenses from the buyer.

3) TIME FRAME FOR DELIEVERY AND ACCEPTANCE:

Reasonable Efforts for Timely Delivery:

(a) The Seller must take all the reasonable steps to ensure a timely delivery of the service/product,
as agreed by the parties. The Seller must inform as soon as possible of any probable delays in the
provision of service or discharge of its contractual duty.

(b) The client agrees to review the Product/Service within the time identified for such reviews and,
immediately, EITHER;

(i) Approve and Accept the Product/Services in writing (which will then become the Final
Product/Service) OR;

(ii) Provide adequate feedback/comments pertaining to the product/service or, objections

or corrections of pertaining to the product/service to the Seller.

4) ACCEPTANCE OF THE PRODUCT/SERVICE:

 (a) The Buyer, within FIVE BUSINESS DAYS after the receipt of each product/service, is obligated
to inform the Seller in writing of any problems with the specifications, or any other breach
on part of the Seller. The Buyer must notify immediately about any remedial steps like
corrections, change or modification to the Seller. The Seller is obligated to perform this
within a reasonable frame of time.

(b) Any Modification or Changes is subject to the terms and conditions of this Contract.

(c) If there is no modification request or any feedback from the Buyer pertaining to the
product/service on receipt of the delivery within the specified time then the
products/service would be considered as accepted.

(d) The Parties by virtue of this contract agree that the payment made to the Seller for the
services prescribed and subsequently delivered to the buyer, the buyer is not entitled to
claim the payments for those services, unless or otherwise there is a covenant or term
breach of the contract.

5) BUYER’S OBLIGATIONS, DUTIES AND RESPONSIBILITIES:

(a) The Buyer, by virtue of this agreement adheres to the following responsibilities, obligations
and duties:

i. Consultation/coordination of any decision-making with parties other than the Seller;

ii. Provision of Buyer’s Content in a form suitable for reproduction or incorporation into the
Product/Service without additional preparation;

iii. Final review in accordance with the Subsection Titled as ACCEPTANCE OF THE
PRODUCT/SERVICE.

(b) The Buyer, by virtue of the pre-agreed time frame is obligated to furnish a timely reply to the
Seller within SEVEN BUSINESS DAYS from the date the Seller has sent any request; in case of
failure to respond back, the Seller would not be responsible for any delay in the order arising due
to the delay arising on part of the Buyer.
 6) CONFIDENTIALITY:

(a) The Seller hereby acknowledges that it adheres to the following terms and conditions of
confidentiality and which forms an integral part of this Agreement.

(i) The Seller hereby represents and warrants to the Buyer that it is not party to any written or
oral agreement with any third party that would restrict its ability to enter into this
Agreement or the Confidentiality and Proprietary Information Agreement or to perform the
Seller’s obligations hereunder and that the Seller will not, by providing services to the Buyer,
breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other
covenant in favour of any third party. The only probable exemption to such can be

(ii) The Parties acknowledges and strictly adheres that in connection to the fulfilment of
product/service delivery, the parties may receive information commercial and technical
materials that are confidential or proprietary to the parties, including, but not limited to, the
Preliminary Works, such information should be regarded as CONFIDENTIAL.

(iii) The Parties shall not disclose the Confidential Information to any third party, and shall not
use any Confidential Information, except as may be necessary to fulfil its obligations under
this Agreement, except as may be required by a Judicial or Executive Body of the State.

(iv) Confidential Information will not include any information that is in the public domain or that
is made public without the fault of the receiving party, or that is otherwise received from a
third party without the obligation of confidentiality.

7) WORKING RELATIONSHIP AMONGST THE PARTIES:

(a) Seller’s Standing:

(i) The Seller is an independent contractor, not an employee of the Buyer or any company
affiliated with the Buyer. The Seller will provide the Services under the general direction
of the Buyer, but the Seller will determine the manner and means by which the Services
are performed.

(b) Non-Formation of a Joint Venture or Mutual Partnership:

(i) This Agreement does not create a joint venture or partnership, and neither
Party is authorized to act as an agent or bind the other Party, except as
expressly provided in this Contract.
 (ii) All the rights, granted to the Buyer are Contractual in nature and are fully
defined by the express written agreement of the Parties.

(c) Non-Exclusivity Nature:

(i) Vide this Contract, both the parties adhere that this does not forms an exclusive nature
relationship between the parties and the Buyer is free from any restrictions or
conditions to hire others to perform services of the same or similar nature as those
provided by the Seller, and the Seller shall have the right to offer and provide design
services to others, to request other clients and, otherwise, announce the services
offered by the Seller. The Seller must ensure that STRICT ADHERENCE is placed on the
INTELLECTUAL PROPERTY RIGHTS PROVISIONS OF THIS DOCUMENT WHEN PROVIDING
SERVICES.

8) JUST AND FAIR REPRESENTATION (Intellectual Property Representations and Warranties):

(a) The Buyer represents and warrants to Seller as follows:

(i) the Buyer owns all the rights, titles and interests, or otherwise has full right and
authority to allow the use of the Buyer’s Content;

(ii) The Buyer’s Content does not infringe the rights of third parties, and the use of the
Buyer's Content, as well as any commercial brand in relation to the Project, does not
violate or violate the rights of third parties.

(b) The Buyer represents and warrants to Seller as follows:

(i) The Seller will provide the Product/Service identified in the Contract in a professional
and professional manner and in accordance with all reasonable professional standards
for such services, ALONGSIDE a GURANTEE THAT; Final Product/ Service will be the
Seller's original work;

(ii) The Final Product/Service provided by the Seller does not infringe the rights of
any parties, and the use thereof in relation to the Product/Service will not violate
the rights of third parties.
9) HANDLING OF DISPUTES BY THE PARTIES:

(a) The Parties agree to resort towards Alternative Dispute Resolution Methods and take every
reasonable effort to avoid litigation. The parties agree to the following Alternative Dispute
Resolution methods:

(i) Negotiations;

(1) The Parties will attempt in good faith to resolve any dispute or claim arising out of
or in relation to this Agreement through negotiations between a representatives of
each of the Parties with authority to settle the relevant dispute.
(2) If the dispute cannot be settled amicably within fourteen (14) days from the date
on which either Party has served written notice on the other of the dispute then the
remaining provisions of Alternative Dispute Resolution shall apply.

(ii) Arbitration;

(1) In the event of a dispute between the Seller and the Buyer concerning the
interpretation of any provision of this Contract or the performance of any of the terms
of this Contract, such matter or matters in dispute shall be finally settled: -

(a) under [Arbitration and Conciliation Act of 1996 AND 2015 Arbitration and
Conciliation (Amendment) Act ];

(b) by virtue of this Contract the parties agree that the there will be a total of TWO
ARBITRATORS, where ONE ARBITRATOR will be NOMINATED by EACH PARTY
who will adjudicate and amicably resolve the dispute;

(c) the language of the arbitration shall be English; and

(d) the place of the arbitration shall be [Ramnagar, India ].

10) REVOCATION, TERMINATION OF THE CONTRACT:

(a) The Express Terms of the Contract pertaining to Revocation, Termination of the
Contract is hereunder;
 (i) This Contract will begin as of the Effective Date and will remain in effective until
the Services are completed and the Final Products/Services are delivered;

(ii) This Contract may continue to be effective for Services requested in the future if
both Parties agree to continue using it, until either Party explicitly cancels it;

(iii) According to this provision, new request for Products/Services must have a
nature of Time and Materials, or be made under a newly executed agreement
which is dually executed by both Parties;

(iv) The Contract may be terminated at any time by either Party with effect
immediately after notification, or mutual agreement of the Parties, or if either
Party:

(a) Is declared insolvent, files a petition for bankruptcy or makes a transfer for the
benefit of its creditors; or,

(b) The Parties fail to comply with any of the material liabilities and /or obligations
under this Contract, which is not resolved within 10 days after receipt of a
written notice of such noncompliance.

(b) The Parties MUST UNDERTAKE the following Steps Upon Termination Or Completion
of the Contract:

(i) The Parties shall return or, at the request of the disclosing Party, destroy the
Confidential Information of the other Party;

(ii) All the rights and obligations of each Party under this Contract, excluding the Services,
will survive.

11) TERMS PERTAINING TO TIME AND MATERIAL WITH REGARDS TO PRODUCTS AND SERVICE
NOT COVERED IN THE CONTRACT:

(a) Any task asked by the Buyer which is not covered in this Contract shall be governed by the
TERMS laid out as following:
 (i) The Seller will reasonably monitor said Work by recording the time worked in
increments of a quarter of an hour, which will be invoiced on the last day of the
month in which said Work was said to be completed, at a billing rate per hour.

12) MISCELLANEOUS CLAUSES, TERMS, AGREEMENTS, ETC:

(a) Using the Services of a 3rd Party Body/Organisation/Person by the Seller:

(i) The Seller can use subcontractors to help him complete the Final Product/Service and
fulfilment of his Contractual duty and obligations.

(ii) The Seller assumes responsibility for all Work created by such Subcontractors and said
Subcontractors is bound by all sections and clauses of this Contract.

(b) Modifications/Altercations in the Contract:

(i) The Contract may be modified by the Parties, but any modification of this
Contract must be EXPRESSED IN WRITING and EXECUTED BY BOTH PARTIES.

(ii) The failure of either Party to enforce any right or attempt to remedy any breach
under this Contract shall not be construed as a waiver of such rights, nor shall a
waiver by either of the Parties of a breach in one or more instances be construed
as that constitutes a continuous waiver or as a waiver of any other infraction.

(c) Service of Notices On the Parties:

(i) Notices of any kind and form MUST be sent in writing, either by email with
Confirmation of receipt or by Registered mail and these are to be sent to the
Primary Registered Addresses of the Respective Parties.

(ii) The notification will be effective upon receipt or in the case of an email, once the
confirmation has been received.

(d) Laws Governing this Contract:

(i) By virtue of this Contract, it is agreed amongst the parties that the formation,
construction, execution and fulfilment of this Agreement will be in accordance with the
 laws in force in the Republic of India at the time of conclusion of the agreement and the
parties will submit to the jurisdiction of Uttarakhand.

(e) Severability:

(i) If any provision of this Contract is held illegal or unenforceable in a judicial proceeding,
such provision shall be severed and shall be inoperative, and the remainder of this
Agreement shall remain operative and binding on the Parties.

(f) Complete Understanding Amongst the Parties:

(i) This Contract has been made, drafted and executed amongst the parties based on
thorough discussion of the matter, and thus this supersedes any prior verbal or written
communication made with regards to the Product/Service, and this Contract is
conclusive in its nature.

(g) Execution of the Contract in Good Faith:

(i) The parties to this contract shall, in exercising their respective rights and complying with
their respective obligations under this contract (including when conducting any
discussions or negotiations arising out of the application of any provisions of this
contract or exercising any discretion under them), at all times act in good faith. By
signing this contract the parties agree to adhere and abide by the terms and conditions,
clauses, covenants and conditions laid down in the Contract.

13) INDEMNIFICATION CLAUSE:

(a) Indemnification Pertaining to Buyer:

(i) The Buyer agrees to indemnify, hold harmless the Seller from all damages, liabilities,
costs, losses or expenses arising from claims of any sort, demand or action of a third party
that arises from any breach of the obligations or obligations of the Buyer, representations or
Guarantees under this Contract.

(ii) The Buyer must immediately notify the Seller in writing of any claim or demand.
 (iii) The Seller shall provide the Buyer with the commercially reasonable assistance,
information and authority necessary to comply with the Buyer's obligations under this
section.

(b) Indemnification Pertaining to Buyer:

(i) Subject to the terms, conditions, express representations and warranties provided in
this Contract, the Seller agrees to indemnify, save and exempt the Buyer from all damages,
liabilities, costs, losses or expenses arising from any discovery of fact that is inconsistent
with the representations and warranties of the consultants made in this contract,

(ii) Except in the case that claims, damages, liabilities, costs, losses or expenses are
presented directly as a result of gross negligence or misconduct of the Client.
 GLOSSARY OF DEFINITIONS USED IN THIS CONTRACT:

• "CONTRACT" means the complete contents of this document, the document (s) of the Proposal,
together with any other Supplement, Annex or additional Attachment that may be attached
hereto and incorporated herein.

• "CONTENT OF THE CLIENT" means all materials, information, photographs, writings and other
creative content provided by the Client for use in the preparation and / or incorporation of the
Products/Services.

• "COPYRIGHT" means property rights in original works of authorship, expressed in a tangible

medium of expression, as defined and enforceable under the Trademark Law of 1999, and other
relevant laws in force in India from time to time.

• "PRODUCTS/SERVICES" means the services and the work product, as mutually agreed between
the Client and the Consultant, the Consultant will deliver to the Client, in the manner and means
specified.

• "CONSULTANT TOOLS" means all tools developed and / or used by the Consultant to perform
the Services, including, without limitation, pre-existing and newly developed software, including
source code, web creation tools, fonts and application tools, along with any other software, or
other inventions (whether or not patentable), and general concepts not subject to copyright,
such as website design, architecture, design, navigation and functional elements.

• "FINAL PRODUCT/SERVICE" means all materials developed or created by the Consultant, or

commissioned by the Consultant, exclusively for the Project and incorporated and delivered as
part of the Final Deliverables, including, among others, all visual designs,
visual elements, graphic design, illustration, photography, animation, sounds, typographical and
text treatments, HTML, CSS, Javascript and other website code, modifications to the Client
Content and the selection, disposition and coordination of said elements by the Consultant
together with the Client Content and / or the Third Party Materials, and as approved and
accepted by the Client.

• "FINAL DELIEVERABLES" means the final versions of Deliverables provided by the Consultant and
approved and accepted by the Client.

• "PRELIMINARY WORK" refers to all materials, including, but not limited to, concepts, sketches,
visual presentations or other designs and alternative or preliminary documents, developed by
the Consultant and may or may not be displayed or delivered to the Client for consideration.

• "THIRD-PARTY MATERIALS” refers to the patented third-party materials that are incorporated
into the Final Deliverables, including, among others, stock photographs or stock illustrations.
• "TRADEMARKS" means trade names, words, symbols, designs, logos or other devices or designs
used to designate the source or source of the goods or services.
 Adhering to the Above Expressly Stated Contents of this Contract, both
the Agreeing Parties has been executed by the Parties in Duplicate on the
Signing Date:

SIGN: _________________________ (BUYER)

BUYER :( REGISTERED LEGAL NAME: Delp Group Limited);

DATED:

FULL LEGAL NAME OF THE SIGNATOR:

SIGN__________________________ (SELLER)

SELLER: (REGISTERED LEGAL NAME: CD-Jek Software Consultant);

DATED:

FULL LEGAL NAME OF THE SIGNATOR:

STATEMENT OF TRUTH:

We do hereby solemnly affirm that we have entered into this Contract, without any Duress,
Undue Influence, or any other pressure and we affirm that we will abide by the terms in Utmost
Good Faith.

Sign (Buyer):__________________ Sign (Seller):___________________