SUPPLY OF TERMPORARY WORKERS

This agreement is dated 23rd October 2024

Parties

(1) ________________ incorporated and registered in India with company number

___________ those registered office is at __________ (Client).
(2) ACT1 AGILE1 INDIA PRIVATE LIMITED, a company incorporated under the Indian
Companies Act,1956, and having its registered office in India with Company number
U74140TN2011PTC112377 whose registered office is at # 04-105, Block L, Embassy
Tech Village, Devarabisanahalli, Outer Ring Road, Bellandur, Bengaluru, KA, 560103,
India (AgileOne)

AGREED TERMS

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions
Actual Vacancies: the Client's vacant positions as the Client informs AgileOne from time to
time in accordance with this agreement.
Assignment: has the meaning given in 33 (Client's obligations).
Business Day: a day other than a Saturday, Sunday or public holiday in India,
Commencement Date: has the meaning given in 57 (Term).
Engage: the employment of a Temporary Worker or engagement directly or indirectly through
AgileOne (whether for a definite or indefinite period) as a direct result of any referral or
Assignment to the Client and the terms Engaged or Engagement shall be construed
accordingly.
Group: in relation to a company, that company, any subsidiary or holding company [from time to
time OR at the date of this agreement] of that company], and any subsidiary [from time
to time OR at the date of this agreement] of a holding company of that company].
holding company: has the meaning given in 21.5.
Indemnity: has the meaning given in Error: Reference source not foundError: Reference source
not found and Indemnified and Indemnifies shall be construed accordingly.

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Refer: the provision to the Client of information by AgileOne [by way of a curriculum vitae or in
such format as the Client may from time to time require] which identifies the Worker and
refer and referred shall be construed accordingly.
Referral Date: the date AgileOne refers the Temporary Worker to the Client in accordance with
32 (AgileOne's obligations).
Conversion Fee: has the meaning given in Error: Reference source not foundError: Reference
source not found.
Screen: carry out pre-vetting checks to the level and criteria as required by the Client from time
to time [as more particularly defined in Schedule 1 and Screening shall be construed
accordingly.
Subsidiary: has the meaning given in 21.5.
Temporary Worker: a Worker referred and supplied by AgileOne to the Client to provide
services to the Client not as an employee of the Client.
Temporary Worker Fees: has the meaning given in 46.1.
Territory: India
Unsatisfactory Temporary Worker: has the meaning given in 45.1.
GST: goods and services tax chargeable in India.
Worker: an individual worker, or a worker that is a company or other legal entity, as the case
may be.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).

1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the
body of this agreement. Any reference to this agreement includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a

subsidiary (as the case may be) as defined in the Companies Act 2013

1.6 A reference to a statute or statutory provision is a reference to it as [amended, extended

or re-enacted from time to time OR it is in force as at the date of this agreement].

1.7 A reference to a statute or statutory provision shall include all subordinate legislation
made under that statute or statutory provision.

1.8 A reference to writing or written includes email.

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1.9 Any obligation on a party not to do something includes an obligation not to allow that
thing to be done.

1.10 References to clauses and Schedules are to the clauses and Schedules of this
agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.11 Any words following the terms including, include, in particular, for example or any similar
expression shall be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.

2. AgileOne's obligations

2.1 These terms set out the agreement between AgileOne and the Client for the supply of
Temporary Workers by AgileOne to the Client.

2.2 AgileOne agrees to search, in the Territory and within such timeframe as the Client may
specify, for Workers for the Client as Temporary Workers who meet the Client's
stipulated minimum criteria for the Actual Vacancies.

2.3 AgileOne and Client’s program sponsor will mutually agree to which Client departments
and associated stakeholders will be eligible to utilize AgileOne’s services. AgileOne will
collaborate with said stakeholders in order to fulfill the obligations within this agreement.

2.4 AgileOne shall Screen Workers before referring them to the Client and shall refer to the
Client only Workers who materially meet the minimum criteria for the position stipulated
by the Client in accordance with 33 and who have an interest in the positions for which
they are referred

2.5 Prior to the commencement of the Assignment, AgileOne shall send required information
to the Client to onboard the temporary worker into their system:

2.6 The parties shall meet regularly to review the services provided by AgileOne. Any
resulting changes agreed to the services, remuneration or any other aspect of the
agreement shall be of no effect unless confirmed in writing.

3. Client's obligations

When making a request for the provision of a Temporary Worker to perform certain
services (Assignment), the Client will give AgileOne details of:
(a) the date on which the Client requires the Temporary Worker to commence
work and the duration, or likely duration, of their work assignment;
(b) the position which the Client seeks to fill, including the type of work and duties
the Temporary Worker in that position would be required to do, the location at

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 which, and the hours during which, the Temporary Worker would be required
to work, and any risk to health or safety known to the Client and what steps
the Client has taken to prevent or control such risks;
(c) the experience, training, qualifications which the Client considers are
necessary, or which are required by law, or by any professional body, for the
Temporary Worker to possess in order to work in the position; [and]
(d) any authorized reimbursable expenses AgileOne will invoice the Client and
pass-through such payment to the Worker.

4. Temporary to permanent

4.1 If the Client converts a Temporary Worker, supplied by AgileOne, to a full-time role
within the contract period, the Client will be required to pay AgileOne a Conversion Fee
of One Month Bill Rate, as specified in Schedule 1.

5. Unsatisfactory Temporary Workers

5.1 All notifications to terminate a Temporary Worker, whether for unsatisfactory

performance, a change in workloads, or other justifiable reason(s), the notification must
be submitted by the Client stakeholder to AgileOne in writing stating the grounds for its
dissatisfaction or other justifiable reason.

5.2 If the Engagement of the Temporary Worker is for any reason terminated prior to the
Assignment end date by the Client, for reasons besides gross negligence by the Worker,
the Client is obligated to pay AgileOne any associated notice period or other amounts
owed to the Temporary Worker

5.3 Should the client request to replace the Temporary Worker, AgileOne will have
exclusivity to identify a suitable replacement within 45 days.

6. Fees and GST

6.1 The Client will pay AgileOne Temporary Worker Fees in respect of Temporary Workers
as set out in Schedule 1 The Temporary Worker Fees will be comprised of the
Temporary Worker's pay, holiday pay, statutory requirements, plus administrative
markup. When booking a Temporary Worker for an Assignment, AgileOne shall advise
the Client in writing of the agreed Temporary Worker Fees for that Temporary Worker.
The following conditions apply to the Temporary Worker Fees:
(a) [they are calculated according to the number of hours worked by the
Temporary Worker (to the nearest quarter hour);]
(b) [the minimum period of any Assignment shall be [eight hours per day];]

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 (c) [the Client shall during the Assignment sign or e-sign a time sheet verifying the
number of hours/days worked by the Temporary Worker during a particular
month. If the Client is unable to verify a time sheet produced for authentication
by the Temporary Worker because the Client disputes the hours claimed, the
Client shall inform AgileOne as soon as is reasonably practicable and shall co-
operate fully and in a timely fashion with AgileOne to enable AgileOne to
establish what hours/days, if any, were worked by the Temporary Worker.
Failure to sign the time sheet does not absolve the Client of its obligation to
pay the Temporary Worker Fees in respect of the hours/days actually
worked; \
(d) [the Client acknowledges that it shall not decline to sign a time sheet on the
basis that it is dissatisfied with the work performed by the Temporary Worker.
In cases of unsuitable or unsatisfactory work the provisions of 45.1 shall apply.
(e) AgileOne shall invoice the Client [monthly] in arrears and invoices are payable
within [30] days of invoice date.

The client shall be responsible for paying AgileOne for any holidays observed by the
Client during the Temporary worker’s assignment. AgileOne shall not withhold any
payment due to a Temporary Worker because of any failure by the Client to pay
AgileOne; and

6.2 Where applicable, AgileOne shall charge GST, or other applicable taxes, to the Client,
on each monthly invoice at the prevailing rate,

6.3 If the Client fails to make a payment due to AgileOne under this agreement by the due
date, then the Client shall pay interest on the overdue sum from the due date until
payment of the overdue sum, whether before or after judgment. Interest under this
clause will accrue each day at 4%, or higher as aligned with the Reserve Bank of India’s
base rate, or as mutually agreed.

7. Term

This agreement shall commence on 5th December (the Commencement Date) and shall
continue for 1 year, unless terminated earlier in accordance with 58 (Default and early
termination). This agreement shall automatically renew each year unless provided
notice by either party 90 days prior to the annual renewal date.

8. Default and early termination

Without affecting any other right or remedy available to it, the Client may terminate this
agreement with immediate effect by giving written notice to AgileOne if:

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 (a) AgileOne commits a material breach of any term of this agreement and (if
such a breach is remediable) fails to remedy that breach within 30 days of
receipt of notice in writing to do so, or as mutually agreed between parties;
(b) AgileOne commences negotiations with all or any class of its creditors with a
view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors [other than (where a
company) for the sole purpose of a scheme for a solvent amalgamation of
AgileOne with one or more other companies or the solvent reconstruction of
AgileOne];
(c) an application is made to court, or an order is made, for the appointment of an
administrator, or a notice of intention to appoint an administrator is given or an
administrator is appointed over AgileOne (being a company);

9. Survival

9.1 Any provision of this agreement that expressly or by implication is intended to come into
or continue in force on or after termination or expiry of this agreement shall remain in full
force and effect.

9.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations
or liabilities of the parties that have accrued up to the date of termination or expiry,
including the right to claim damages in respect of any breach of the agreement which
existed at or before the date of termination or expiry.

10. Announcements

Neither party shall make, or permit any person to make, any public announcement
concerning the existence, subject matter or terms of this agreement, the wider
transactions contemplated by it, or the relationship between the parties, without the prior
written consent of the other party (such consent not to be unreasonably withheld or
delayed), except as required by law, any governmental or regulatory authority (including
any relevant securities exchange), any court or other authority of competent jurisdiction.

11. Indemnities and insurance

11.1 AgileOne shall Indemnify the Client against all liability, assessment or claim, as follows:
(a) for any ESI/PF contributions, income tax or other liability to taxation where
such liability, assessment or claim arises or is made in connection with
payments made by the Client in respect of any Temporary Worker while
provided as such by AgileOne to the Client;

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11.2 AgileOne shall be responsible for deduction and payment of all ESI/PF contributions and
other levies in respect of persons employed by AgileOne, and shall Indemnify the Client
against all liability to make such statutory payments that may be suffered or wrongfully
incurred by the Client.

11.3 AgileOne shall ensure that Temporary Workers are contractually obliged to comply with:
(a) all relevant statutes, laws, regulations and codes of practice from time to time
in force applicable to the performance of an Assignment and applicable to the
Client's business;
(b) the Client's health and safety policy whilst the Temporary Workers are on the
Client’s premises or any of the Client's customers' or suppliers' or agents'
(direct or indirect) premises; and
(c) a restriction not to disclose any confidential information of the Client or of any
of the Client’s customers or suppliers or agents (direct or indirect), which they
may acquire during the course of the Assignment.

11.4 In no event or under any circumstance shall either party be liable to the other or to any
third party (or to any person claiming rights derived from the other Party's rights), in
contract, tort or otherwise, for indirect, special, incidental, exemplary, punitive or
consequential damages of any kind whatsoever even if advised earlier of the possibility
of such damages.

11.5 Notwithstanding anything contained in this Agreement, and regardless of the form or
nature of the claim or action, the total cumulative liability of AgileOne to this Agreement
shall be limited to the aggregate of the amounts received by AgileOne from the Client in
respect of the Services provided in the six months immediately preceding the date in
which the liability or claims arose

11.6 The provisions of this 611 shall survive termination of this agreement.

12. Confidentiality

12.1 Each party undertakes that it shall not [at any time OR at any time during this
agreement, and for a period of [five] years after termination of this agreement,] disclose
to any person any confidential information concerning the business, affairs, customers,
clients or suppliers of the other party [or of any member of the group of companies to
which the other party belongs], except as permitted by clause 13.2.

12.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such
information for the purposes of exercising the party's rights or carrying out its
obligations under or in connection with this agreement. Each party shall

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 ensure that its employees, officers, representatives or advisers to whom it
discloses the other party's confidential information comply with this clause 13;
and
(b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.

12.3 No party shall use any other party's confidential information for any purpose other than
to exercise its rights and perform its obligations under or in connection with this
agreement.

13. Data protection

13.1 Each party shall comply with all applicable data protection laws.

14. Warranties and undertakings

14.1 AgileOne warrants they have the necessary expertise to provide the services
contemplated in this agreement and will perform them in keeping with the highest
professional business standards by using appropriately qualified, experienced and
trained personnel.

14.2 AgileOne warrants that it does and it shall comply with the all relevant statutes, laws,
regulations and codes of practice, in force in the relevant State.

14.3 Each party warrants that it has full capacity and authority to enter into and perform this
agreement.

15. Non-solicitation

Neither party shall, either on its own account or in partnership or association with any
person, firm, company or organisation, or otherwise and whether directly or indirectly
during, or for a period of one year from, the end of the term of this agreement, solicit or
entice away or attempt to entice away or authorise the taking of such action by any other
person, any key executive of the other party who has worked on the services provided
under this agreement at any time during the term of this agreement other than by means
of a national advertising campaign open to all-comers and not specifically targeted at
such executives of the other party.

16. Assignment and other dealings

16.1 Neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any
other manner with any or all of its rights and obligations under this agreement without
the prior written consent of the other party [(such consent not to be unreasonably
withheld or delayed)].

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17. No partnership or agency

17.1 Nothing in this agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the parties, constitute any party the agent of
another party, or authorise any party to make or enter into any commitments for or on
behalf of any other party.

17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other
person.

18. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the
parties authorised representatives.

19. Entire agreement

19.1 This agreement 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.

19.2 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.

19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation
[or negligent misstatement] based on any statement in this agreement.

19.4 [[Nothing in this clause shall limit or exclude any liability for fraud.]]

20. Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or
failure to perform, any of its obligations under this agreement, including payment, if such
delay or failure result from events, circumstances or causes beyond its reasonable
control. In such circumstances If the period of delay or non-performance continues for
one month, the party not affected may terminate this agreement by giving 30 days'
written notice to the affected party.

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21. Severance

21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed deleted, but that shall not affect the validity and
enforceability of the rest of this agreement.

21.2 If any provision or part-provision of this agreement is deemed deleted under 1021.1 the
parties shall negotiate in good faith to agree a replacement provision that, to the greatest
extent possible, achieves the intended commercial result of the original provision.

22. Third party rights

22.1 This agreement does not give rise to any rights to any third parties.

23. Notices

23.1 With the exception of notices given by the Client pursuant to Error: Reference source not
foundError: Reference source not found, which may be given by telephone, any notice
[or other communication] given to a party under or in connection with this agreement
shall be in writing and shall be:
(a) delivered by hand or by speed post or other delivery service at its registered
office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the address specified in Schedule 1.

23.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt [or at the time the notice
is left at the proper address; [and
(b) [if sent by email, at the time of transmission, or, if this time falls outside
business hours in the place of receipt, when business hours resume. In this
10(b), business hours means 9.00am to 5.00pm Monday to Friday on a day
that is not a public holiday in the place of receipt.

23.3 This clause does not apply to the service of any proceedings or other documents in any
legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed
by and construed in accordance with the laws of India.

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25. Jurisdiction

Each party irrevocably agrees that the courts of Bengaluru shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with this agreement or its subject matter or formation.
This agreement has been entered into on the date stated at the beginning of it.
Executed as agreement
Signed by for and on behalf of ..................
_________ ______

Signed by for and on behalf of Vamshi Krishna.........

AgileOne
Managing Director

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 SCHEDULE 1 – SERVICE DESCRIPTION AND FEES

 Services: Temporary Staffing

 Roles & responsibilities

Client/Hiring Manager AgileOne Worker

Responsibilities
Define Job Define role, skills, and
N/A N/A
Requirements experience
Review, interview and Source and present
Candidate Selection Participate in interviews
select candidates candidates
Provide onboarding and
Workplace Integration N/A Follow client processes
tools
Provide Provide necessary Use provided
N/A
Equipment/Software equipment/software equipment/software
Performance Monitor and manage Maintain quality and
N/A
Management worker performance professionalism
Review and approve Validate and submit Submit accurate
Timesheet Approval
timesheets timesheets timesheets
Pay based on approved Submit invoices to
Invoice Submission N/A
invoices the client
Handle worker
Payment Pay supplier on time payroll and collect N/A
payment from client
Communicate job Act as intermediary Keep client and supplier
Communication expectations, changes, and ensure clear informed of job
and feedback communication progress/issues
Ensure legal
Ensure a safe and compliance in Follow all relevant client
Compliance
compliant workplace contracts and and supplier policies
practices
Resolve issues
Notify supplier of Report issues affecting
Issue Resolution between client and
performance issues performance
worker
Manage worker
Notify supplier of Complete assignment or
End of Assignment transition or
completion or termination give notice if ending early
replacement

Roles & responsibilities of each party in the table above can be updated as business
needs change, in writing as mutually agreed by both parties. Pricing adjustments will be
submitted to the client for acceptance, as applicable, based on any additional services
requested of AgileOne.

 Scope of service: AgileOne will be working on all requirements for all locations the
client is operating in India.

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 Service Fee: Any requirements provided to AgileOne from Client, discussion and mutual
agreement to the monthly bill rate will be agreed, prior to sourcing. The monthly bill rate
shall be an all-inclusive rate, covering the candidate’s salary, employer burden, statutory
costs, AgileOne’s service fee and any other employer cost. The client will be provided
with a single, consolidated bill rate. The breakdown of these components will remain
confidential and solely at the discretion of AgileOne.

 Reimbursable expenses: All expenses must be pre-approved by the client and will be
invoiced to the client for reimbursement at pass-through costs, unless mutually agreed in
writing otherwise.

 Equipment: the Client is responsible for providing all hardware, software, and any other
equipment required for the temporary workers to fulfil their job requirements.

 Communications and Governance: the Client will provide the AgileOne leadership
team with proper stakeholder ship and support, to ensure efficient and effective
communications. As part of AgileOne’s best practices, the following touch points will be
required, and scheduled at the commencement of this service agreement:

1. Weekly Cadence Calls: with Client’s talent acquisition team and AgileOne’s
Delivery leads, to review the current activity, priorities, processes, and other day
to day management of the services.

2. Monthly Review Meeting: with the Client’s talent acquisition Lead, manager,
and/or director; in addition to AgileOne’s delivery lead and senior leadership.
Topics to review include, but are not limited to:

a. Demand Management, Fulfillment, and Forecasting

b. Performance Reporting and Trends

c. Compliance and Updates Associated with Performance, Escalations, or

Other Service Delivery Challenges/Opportunities

d. Client Satisfaction Feedback and Continuous Improvement

e. Program Services Roadmap

3. Quarterly Business Review Meeting: to include Client’s talent acquisition

Manager, Director and other senior client division stakeholders relevant to
receiving AgileOne Services; and AgileOne’s Delivery Director and Executive
Leadership. Topics to review include, but are not limited to:

a. Program services overall delivery, including key metrics

b. Overall Planning for upcoming needs, or other business changes

c. Goal Setting and review status of current value driven initiatives

d. Client Satisfaction Feedback and Continuous Improvement

e. Evaluate Services roadmap and partnership opportunities

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