FREELANCER AGREEMENT

This Freelancer Agreement (the “Agreement”) is entered into on this day of 30-Jan-2023 at
Chennai.

By and Between:

SourceHOV India Private Limited a company incorporated under Companies Act 1956 having
its principal office at 106-109, Anna Salai, Guindy, Chennai -32, India which expression shall
wherever the context requires or admits shall mean and include its affiliates, successors and
permitted assigns;

And

Ms/MrKhadsare Rutuja devidasbearingAadhar No.871428648415and resident atBehind

kalash mandir somatane phata talegaon dabhade(the “Freelancer”) which expression shall
unless repugnant to or inconsistent with the context, mean and include his/her affiliates,
successors and assigns.

The Company and the Freelancer are individually referred to as a “Party” and collectively as
“Parties”.

WHEREAS:

A. The Company is engaged in the business of IT and related Services.

B. The Freelancer has represented to the Company that she/he has considerable
expertise in Data Entry Work ;
C. Based on aforesaid representations, the Company wishes to engage the Freelancer
to provide certain services in the area of Freelancer’s expertise domain;
D. Now, the Parties wish to record their understanding on the subject matter and terms
of this Agreement in writing.

NOW THEREFORE, in consideration of the mutual promises and covenants contained

herein, the Parties agrees as follow:

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 1. Engagement and Services:
a. Engagement: The Company hereby engages the Freelancer to provide and
perform the services set forth in Annexure I (the “Services”) and the
Freelancer hereby accept the engagement.
b. Standard of Services and Ethics Standards: The Company shall expect the
services to be performed with promptness, diligence and at a level of
proficiency expected of the Freelancer with the background and experience
the Freelancer has represented to acquire this Agreement with the Company.
The Freelancers hall adhere to highest business ethical standards and shall
not indulge in any unlawful or corrupt practices.
c. Representations and Warranties: The Freelancer represents and warrants to
the Company that she is under no contractual or other restrictions or
obligations inconsistent with the execution of this Agreement or interfering
with the performance of the Services hereunder.

2. Effective Date, Duration and Termination:

a. Commencement: This Agreement shall commence with effect from the
execution hereof and shall remain in effect for a period of Six months (180
days), therefrom unless terminated earlier as provided in Clause 2(b)
b. Termination: This Agreement may be terminated by the Freelancer without
cause, by giving sixty (60) days prior written notice to the Company. The
Company can terminate this agreement, without cause by giving thirty (30)
days written notice or payment of freelancer fees in lieu thereof.
In addition, the Company shall also have the right to terminate this
Agreement with immediate effect in the event of a material breach by the
Freelancer. ‘Material Breach’ shall include:

I. any violation of the terms of Clauses 1( c ), 4, 5 or 6;

II. any other breach that the Freelancer has failed to cure within fifteen
[15] days after receipt of written notice by the Company;
III. any act of gross negligence or willful misconduct by the Freelancer.

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 Violation under Clause 1( c ), shall also cover the services not meeting the
quality standards/or the service level standards. The Freelancer shall be
intimated about the termination and deactivation of the account.

c. Effect of Termination:
Upon the effective date of termination of this Agreement, all legal
obligations, rights and duties of the Parties arising out of this Agreement shall
terminate except for those as shall have accrued prior to the effective date of
termination and except as otherwise expressly provided in this Agreement.

d. Renewal/Extension:
Upon expiry of this Agreement, the Parties may renew this Agreement for
such duration and on such terms and conditions, as may be mutually agreed.
However, there shall be no obligations upon any Party for such renewal.

3. Freelancer’s Fees and Expenses:

a. Freelancer Fees: In consideration of the Services to be rendered hereunder,
the Company shall pay the Freelancer a fees as mentioned under Section 8
b. Reimbursement of Expense: In addition to the Freelancer Fee, the Freelancer
shall be not be entitled to any other reimbursement.
c. Tax Withholding: All the payments made to the Freelancer under this
Agreement shall be subject to applicable deductions of tax at source.

4. Intellectual Property and License:

a. Definition: In this Agreement the term “Intellectual Property” shall include
any ideas, concepts, creations, discoveries, inventions, know-how, trade
secrets, trademarks, service marks, designs, utility models, tools, devices,

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 models, methods, procedures, processes, systems, principles, algorithms,
works of authorship, flowcharts, drawings and other confidential and
proprietary information, computer programming code, databases, software
programs including their source code, data documents, instructions manual,
policies, promotional and advertising material, other literature,
documentations and material records, memorandum, notes, user guides, in
printed or machine-readable form, which are in existence at the date of this
Agreement or which may come into existence thereafter, any ideas or
concepts, reports, recommendations, analysis, press materials, speeches,
white papers and other information , data, and materials developed or
prepared by the Freelancer either singly or jointly with the Company’s
official, in connection with his/her engagement with the Company.
b. Ownership: The Freelancer irrevocably, absolutely and perpetually assigns to
the Company worldwide rights in respect of all is right(s), title(s), and
interest(s) under any statue or common law including oral rights, trademarks,
designs, anywhere in the world, whether negotiable or not in respect of his
contribution(s) free from encumbrances of any kind for the full term of each
and every such rights, including renewal or extension of an such terms.
All of the Intellectual Property (created solely by Freelancer or jointly by
others), given disclosed, created, developed or prepared in connection with
his/her engagement with the Company shall be deemed to be works
and/invention developed in the course of his/her engagement with the
Company within the meaning of the copyright laws, and the company shall
deemed to be the sole author thereof in all jurisdictions for all purposes.

5. Confidential Information:
a. Exposure of Confidential information: In course of his engagement with the
Company, the Freelancer shall be exposed to the Confidential Information
about the business of the company and that of its group companies, suppliers
and customers which (i) amounts to a trade secret; (ii) is confidential; (3) is
commercially sensitive; (iv) may not be readily and easily available to others

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 engaged in a similar business to that of the Company or to the general public;
and (v) If disclosed, would be liable to cause significant harm to the Company.
b. Definition: In this Agreement, the term “Confidential Information” shall
mean and include all information and data relating to the purpose for which
it is obtained, whether in writing in any form whether physical or electronic,
delivered, exchanged or communicated either orally, written, visually or any
other form in connection with or during the course of engagement including
but without limitations , financial information, trade secrets, technology,
customer lists (potential or actual), Intellectual Property and other customer
related information , supplier information, sales statistics, marketing and
other business strategies and other commercial information of a confidential
and proprietary nature.
c. Exclusions: Confidential Information shall however not include information
which:
I. is in or comes into the public domain without breach of this
Agreement by the Freelancer;
II. was in possession of the Freelancer prior to the receipt from the
Company and was not acquired by the Freelancer from the Company
under an obligation of non-confidentiality or non-use;
III. is acquired by the Freelancer from a third party not under an
obligation of confidentiality or non-use;
IV. is approved for release or use by written authorization from the
Company;
V. is required to be disclosed at the request of or at the express direction
of any Governmental or Judicial Agency.

The burden of proof that the Confidential Information which is disclosed is

covered within one of the exceptions as set forth above, shall be on the
Freelancer. In the event of a dispute between the Parties, regarding the
applicability of one of the exceptions set forth above, the Freelancer shall
maintain the confidentiality of the Confidential Information until a final and

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 non-appealable judgement by the competent court is passed or arbitral
award is granted.

d. Obligations of Non-Disclosure and Non-Use: Unless otherwise agreed to in

advance and in writing by the Company, the Freelancer will not except
required by law or court order, use the Confidential Information for any
purpose other than the performance of the Services or disclose the
Confidential Information to any third party.
e. Period of Confidentiality:The Freelancer shall neither during his engagement
with the Company nor two (2) years after its expiry or termination, for
whatever reason, use, communicate or disclose to any person the
Confidential Information concerning the Company’s business, finances or any
other organizational information including but not limited to Company’s
suppliers, customers or clients which shall have come to his/her knowledge
during his/he engagement with the Company,
f. Reporting of any misuse of Confidential Information: The Freelancer if
becomes aware of any misuse or wrongful disclosure of any Confidential
Information, he shall provide the Company with prompt written notice
thereof to enable the Company to seek a protective order, injunctive relief,
or other appropriate remedy that may be required.
g. Return of Confidential Information: During the term of this Agreement or on
expiration or termination hereof, the Company may require the Freelancer
to return all Confidential
Information disclosed to it immediately upon such request, the Freelancer
shall:
I. Return all Confidential Information including without limitations, all
originals, copies, reproduction and summaries of Confidential
Information; and
II. Destroy all copies of Confidential Information in his possession or
control present on magnetic, media, optical disk or any other storage
device, to render the Confidential Information unrecoverable.

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 The Freelancer shall certify to the Company of the said return or destruction
of such Confidential Information within seven (7) days of the Company’s
request.

6. Non-Solicitation:

The Freelancer agrees that during the validity of this Agreement and for a period of 1
(one) year after the expiry or termination of this Agreement, she shall not:

I. divert or attempt to divert from the Company any business of any kind in
which it is engaged, including without limitation, the solicitation of or
interference with any of its suppliers or customers.
II. employ, solicit for employment or recommend for employment any person
employed by the Company.

7. Independent Consultant:
The Company hereby relying on the representations of the Freelancer engages the
Freelancer to perform the Services as an independent Freelancer basis. Nothing in
this Agreement is intended to, or should be construed to create a relationship of
employee and employer between the Freelancer and the Company or any of its
employees or agents. The Freelancer shall have no right to receive any employee
benefits provided by the Company to its employees. Further, this Agreement does
not generally authorize the Freelancer to act for the Company or its agent or to
make any commitments on behalf of the Company, unless specifically authorized by
the Company.
8. Payment:
The price for paying freelancers is stated below:
1. CLC (Character Accept+Update+Reject)—Rs. 0.007
2. FLC (Field Accept+Reject)—Rs. 0.008
3. FLC (Field Update)—Rs. 0.040
4. PLC Fields Accept+Reject—Rs. 0.008
5. PLC Fields Update—Rs. 0.048
*Accuracy check to be >90%
* The above pricing is subject to change at Company’s discretion. Any change in the
above pricing or the updated pricing will be reflected on the XXXX platform or tool.

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 Payment will be calculated based on the field level and characters for the period 21st
to 20th of subsequent month.
For instance: Feb – 21st Jan to 20th Feb and the payment will be released in the
month of March first week.
The Company is liable to make deduction if the quality is not met according to the
qualitystandards as stated under Annexure I or set by the Company from time to
time.

NOTE: If the total amount earned by the Freelancer is equal to or less than Rs. 250/-
(Rupees Two hundred and fifty only), the Freelancer will be paid in the subsequent
month. For instance: if a Freelancer has earned Rs.200/- in the month A and Rs.
1000/- in the subsequent month B, the freelancers will be paid in the month B total
of Rs. 1200/- for both the month i.e. A & B.

9. Force Majeure:
In the event that either Party is unable to perform any of its obligations (except the
obligations of making payments) under this Agreement as a result of natural
disasters, actions or decrees of governmental bodies or any other factor which is not
due to the fault of affected Party, or any other delay or failure which arises from
causes beyond Party’s reasonable control and without negligence or willful
misconduct of the Party otherwise chargeable which such failure, delay or default (
hereinafter referred as “Force Majeure Event”), the affected Party shall immediately
give written notice to the other Party. Such notice shall specify the facts which
constitute the Force Majeure Event, and the affected Party shall do everything
reasonable possible to resume performance at the earliest possible.
Force Majeure shall deem to exclude any event that the Party could reasonably have
prevented by taking some preventive actions or reasonable care or exercise of
diligence. If the period of non-performance exceeds thirty (30) days from the receipt
of written notice of the Force Majeure Event, either Party may by giving written
notice terminate the Agreement.

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10. Assignment:
The Services to be performed by the Freelancer under are personal in nature, and
the Company has engaged him/her because of his expertise relating to such Services.
The Freelancer, therefore agrees that he shall not assign, sell, transfer, and delegates
or otherwise dispose of this Agreement or any of his rights, duties or obligations
under this Agreement without Company’s prior written consent. However, nothing
in this Agreement shall prevent the Company from assigning this Agreement or any
rights, duties or obligations hereunder to any third party.

11. Work Allocation

This Agreement does not guarantee that the work will be available to the Freelancer
at all times. . This Agreement is merely to empanel the Freelancer and assure
payment where work is available on the platform.
12. Injunctive Relief:
The Freelancer acknowledges that a violation of any terms and conditions of this
Agreement would cause immediate and irreparable harm to the Company for which
monetary damages would be inadequate. Therefore, the Company shall be entitled
to injunctive relief for the Freelancer’s breach of any of its obligations without proof
of actual damage. Such remedy shall not be deemed to be the exclusive remedy for
such violation but shall be in addition to all other remedies available at law or in
equity.

13. Relationship between the Parties:

This Agreement is on a principal to principal basis and no Party shall have any
authority to assume or create any obligations, whatsoever express or implied, in the
name of the other Party or to bind the other Party in any way or manner. Nothing in
this Agreement shall be deemed to constitute either Party a partner, agent or legal
representative of the other Party, or create any fiduciary relationship between the
Parties.

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14. Notices:
Any notice, request, consent, waiver or other communications required or permitted
hereunder shall be effective only if it is in writing and shall be deemed received by
Party to which it is sent:
i. upon delivery when delivered by hand;
ii. seven (7) days after being sent, if sent with all sending expenses prepaid, by
an express courier with a reliable system for tracking delivery;
iii. when transmitted, if sent by Company facsimile; or
iv. seven (7) days after the date sent by certified or registered mail, postage,
prepaid, return receipt requested, addressed as follows:

Address:
SourceHOV India Pvt Ltd, 106-109, Anna Salai, Guindy, Chennai-32
Attention: HR

If to the Freelancer:
Address:
Behind kalash mandir somatane phata talegaon dabhade
Attention: Khadsare Rutuja devidas

15. Severability:
In case any one or more of the provisions contained in this Agreement shall be held
to be invalid or enforceable in any respect, such provision shall be modified to the
extend necessary to render it, as modified, valid and enforceable under applicable
laws and such invalidity or unenforceability shall not affect the other provisions of
this Agreement.

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16. Further Assurance:
Each Party agrees to and shall co-operate with the other Party and execute and
deliver to the other Party such instruments and documents and take such other
actions as may be reasonably be requested from time to time in order to carry out,
evidence and exercise their right hereunder and the intended purpose of this
Agreement and to ensure the complete and prompt fulfillment, observance and
performance of this Agreement.

17. Governing Law & Jurisdiction:

This Agreement and its terms and conditions shall be construed and governed in
accordance with the laws of the Republic of India. Any dispute arising between the
Parties in respect of this Agreement or in any manner touching upon it or
connected to it in any manner shall be resolved amicably. If the dispute therein, is
not resolved amicably within thirty (30) days from the date when such dispute has
arisen or reported, the same will be resolved or settled by means of binding
Arbitration under the Indian Arbitration and Conciliation Act, 1996 (as amended
from time to time) by the sole Arbitrator to be appointed by the Company. The
place of arbitration will be Mumbai and Courts at Mumbai alone shall have
exclusive jurisdiction.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly
executed this Agreement by their authorized representatives as of the date first
written above.

For SourceHOV India Pvt Ltd ForKhadsare Rutuja devidas

Neelakandan V K Signature
Senior Manager – Human Resource

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 Freelancer - Service description
Annexure – I

The Company intends to engage Freelancer to process data entry work.

Aadhar\Pan number and Bank account details of the Freelancer has to be submitted to
complete the enrolment process.
Freelances are required to complete training and assessment within twenty four (24) hours
and are expected to start production within 48 hours of receiving the communication for
beginning the training.
Freelancer will correct\certify/reject data loaded in to the platform (TTY) for validating the
character/s in the given image. Freelancer must ensure high levels of accuracy/service
standards as stated under this Annexure
Freelancers are expected to work two (2) to three (3) hours each day in order to gain
experience in using the system. This will help to improve efficiency, which in turn will result
in better earning in this model.
Note: TDS will be applicable and hence deducted if the total earnings of the Freelancer is
Thirty Thousand (Rs. 30,000/-) or above

Accuracy/Service Standards

Accuracy check to be >90%

For SourceHOV India Pvt Ltd ForKhadsare Rutuja devidas

Neelakandan V K Signature
Senior Manager – Human Resource
18.

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