#31, 4th Floor, Hebbal Outer Ring Road,

Bhadrappa Layout, Nagashettyhalli,

Bangalore, Karnataka 560094
Page 1 of 14

FREELANCE TUTOR
CONSULTANCY SERVICES AGREEMENT
This Consultancy Services Agreement (hereinafter referred to as the “Agreement”) is made and
executed on 26 December 2024 (hereinafter, the “Effective Date”).

BY AND BETWEEN
Focus Edumatics Private Limited, a company duly incorporated under the laws of India and having its
registered office at #31, 4th Floor, Above A2B Restaurant, Hebbal Outer Ring Road, Bhadrappa Layout,
Nagashettyhalli, Bengaluru – 560 094, Karnataka, (hereinafter referred to as the “Company”, which
expression shall, unless repugnant to the meaning or context thereof, be deemed to mean and include
its successors and permitted assigns), of the First Part;

AND
Kavina Eswaramoorthy , an individual bearing the PAN number DECPK4613E, resident of Edakkadu
KG Valasu po
Chennimalai (hereinafter referred to as the “Consultant” which expression shall where the context so
requires be deemed to include his heirs, successors, executors, and permitted assigns) of the Second
Part.
The party of First Part and the Second Part are individually referred to as “Party” and collectively
referred to as “Parties”.

WHEREAS
A. The Company inter alia is in the business of online education technology and services (“Business”).
B. The Consultant has the necessary expertise and experience as required by the Company. The
Company has represented that it requires the Consultant to provide specific Services (defined below)
to the Company. The Consultant has represented to the Company that he has the adequate
experience and expertise to undertake and render the Services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is
hereby covenanted and agreed by the Company and the Consultant as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless the context otherwise requires, the following words and expressions
shall bear the meanings ascribed to them below:
1.1.1. “Affiliate(s)” shall mean a person which, directly or indirectly, controls, is controlled by,
or is under common control with the Company. For this purpose, control means the
power to direct the management or policies of a person, whether through ownership of
more than 50% (fifty percent) of the voting power of such body corporate, or through the
power to appoint more than one-half of the members of the board of directors;
1.1.2. “Applicable Law” shall mean all laws, legislations, guidelines, ordinances, statutes,
rules, orders, decrees, injunctions, licences, permits, approvals, authorisations,

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consents, waivers, privileges, agreements and regulations of any governmental

authority having jurisdiction over the relevant matter as such are in effect as of the date
hereof or as may be amended, modified, enacted or revoked from time-to-time
hereafter;
1.1.3. “Confidential Information” shall mean any trade secret or other information which is
confidential or commercially sensitive and which is not in the public domain (other than
through the wrongful disclosure by the Consultant) and which belongs to the Company
or its Affiliates (whether stored or recorded in documentary or electronic form) and
which (without limitation) relates to the Business, business methods, management
systems, marketing plans, strategic plans, finances, new or maturing business
opportunities, marketing activities, processes, inventions, source code, computational
logic, technology architecture and configuration, designs of the Company or its Affiliates,
or to which any of the Affiliates or Company owes a duty of confidentiality to any third
party;
1.1.4. “Developments” shall mean all innovations, inventions, discoveries, developments,
improvements, works of authorship and computer programs and related documentation
that are made, conceived of or first reduced to practise by the Consultant, either solely
or jointly with others during the Term as a result of tasks assigned to the Consultant by
the Company, or from the use of premises or property owned, leased or contracted for
by the Company;
1.1.5. “Engagement Date” shall have the meaning ascribed to it under Clause 2.1 below;
1.1.6. “Fee” shall have the meaning ascribed to it under Clause 3.2 below;
1.1.7. “Intellectual Property” shall mean and include ideas, concepts, creations, discoveries,
inventions, improvements, know how, trade or business secrets; trademarks, service
marks, designs, utility models, tools, devices, models, methods, procedures, processes,
systems, principles, algorithms, works of authorship, flowcharts, drawings, books,
papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary
techniques, research projects, and other confidential and proprietary information,
computer programming code, databases, software programs, data, documents,
instruction manuals, records, memoranda, notes, user guides, in either printed or
machine-readable form, whether or not copyrightable or patentable, or any written or
verbal instructions or comments.;
1.1.8. “Property” includes, but is not limited to the:
1.1.8.1. internal memoranda, computer equipment (including software), training
materials, books, and all other like property, including all copies, duplications,
replications, and derivatives of such property which embody Confidential
Information and Intellectual Property rights or any other information concerning
the business of the Company, whether such documents have been prepared
by the Company or any other person;
1.1.8.2. blueprints, drawings, photographs, charts, graphs, notebooks, customer lists,
computer disks, tapes or printouts, sound recordings and other printed,
typewritten or handwritten documents, sample products, prototypes and
models;
1.1.8.3. any residential accommodation, automobile, furniture, fixtures, fittings and
furnishings, communication equipment, automobile and all other items; and

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1.1.8.4. any tangible expression of Confidential Information, including, without

limitation, photographs, plans, notes, renderings, journals, notebooks,
computer programs and samples relating thereto; and
1.1.9. “Services” shall have the meaning ascribed to it under Clause 2.1 of this Agreement.
1.2. References to clauses and annexures are unless otherwise stated to clauses of and annexures
to this Agreement.
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. A reference to one gender includes a reference to the other gender.
1.5. The annexure to this Agreement forms a part of (and is incorporated into) this Agreement.
2. ENGAGEMENT
The Consultant is hereby engaged by the Company to provide the services delineated in Annexure A
hereto (“Services”) commencing on 26 December 2024 (“Engagement Date”) and continuing until 25
July 2025 (“Term”). Notwithstanding the preceding, the date for onboarding to production will be subject
to business requirements.

2.1. The Consultant will be required to provide Services to the Company for at least 2 hours every
day from 6:00 p.m. to 6:00 a.m. from Monday to Saturday. The Consultant acknowledges and
agrees that the Fees (as mentioned in Clause 3.2) agreed under this Agreement is
proportionate to the work required to be performed by the Consultant and that he will not raise
any claims in this regard during the Term or thereafter.
2.2. The Consultant’s relationship with the Company is and will be considered to be that of an
independent contractor for all purposes and not that of an employee. Nothing in this Agreement
will be deemed to place the Parties in the relationship of employer-employee, principal-agent,
partners or joint ventures for any purpose whatsoever throughout the Term of this Agreement
and any extension thereof.
2.3. The Consultant shall not be eligible for or entitled to nor have any claim against the Company
for any of the benefits which are extended to employees. The fees paid to the Consultant is
only a consultation fee commensurate to the Services rendered by the Consultant and it is not
salary/pay.
2.4. The Consultant shall perform all the Services personally and shall not be entitled to assign any
of the Services, in part or wholly, to any other independent contractor, consultant, sub-
consultants, agents etc.
2.5. Consultant will have no right or authority to enter into contracts that bind the Company or
assume or create obligations of any kind, express or implied on the part of the Company nor to
accept service of any legal process of any kind addressed to or intended for the Company nor
to bind the Company in any respect whatsoever without the prior written authorization of the
Company, unless specifically authorised in writing from time to time.
2.6. The Consultant hereby expressly agrees that in lieu of the Fee that is paid by the Company, the
Company shall have the right during the Term to transfer, assign and/or depute the Consultant
to any other office of the Company, its Affiliates or third parties, either in India or overseas.
3. FEES

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3.1. In consideration for rendering the Services and complying with the provisions of this
Agreement, the Company agrees to pay the Consultant the Fee in the manner specified in this
Clause.
3.2. The Consultant will be paid an hourly fee of INR 200.00 (“ Two Hundred Only”) which shall be
inclusive of all applicable taxes. Any increase in any rates of existing taxes or the levy of any
new or additional taxes under Applicable Law shall not entail any change in the Fee specified in
this Agreement. All payments shall be subject to applicable statutory tax withholdings.
3.3. You may be entitled for additional professional fee from time to time as decided by the
company. Payment of such additional professional fee will be subject to terms and conditions
determined by the company. Terms of additional professional fee payment may be amended by
the company without any notice.
3.4. The Company shall have the discretion to deduct such amounts, as it deems fit, from the Fee
payable to the Consultant, in the event that the Consultant fails to perform or adequately
perform any of the Services.

4. REPRESENTATIONS AND WARRANTIES

4.1. By accepting this engagement, the Consultant represents and warrants that:
4.1.1. the Consultant has the right to enter into this engagement and provide the Services
without violating the terms or provisions of any other agreement or contract to which the
Consultant is a party;
4.1.2. the Consultant has the legal right, full power, capacity and authority to execute this
Agreement and provide the Services detailed herein;
4.1.3. the Consultant shall render the Services in accordance with the terms of this Agreement
by utilising the best of the Consultant’s professional capabilities and by exercising all
due skill, care and diligence to ensure that the Services are devoid of any deficiency
and are in accordance with best industry practises and standards;
4.1.4. the Consultant shall comply with all Applicable Law, including the laws of India, to
provide the Services and perform the Consultant’s obligations under this Agreement;
4.1.5. the methods adopted for rendering the Services shall not infringe the intellectual
property rights of any third parties;
4.1.6. the Consultant is not an employee of the Company for any purpose and that the
Consultant shall not exercise any rights or seek or be entitled to any benefit accruing to
the regular employees of the Company;
4.1.7. all information regarding any previous employment/ engagement, personal data,
educational qualifications, etc. submitted to the Company are true and correct;
4.1.8. the Consultant has not been arrested, or convicted of, or cautioned for, or charged but
not yet tried with any offence or crime, or named in other proceeding or governmental
investigation pending or, to the best of the Consultant’s knowledge, threatened against
the Consultant;
4.1.9. the Consultant has not been the subject of any adverse court judgement which
threatens the Consultant’s solvency or substantially compromises the Consultant’s
financial security; and
4.1.10. that the Consultant has all the necessary qualifications, licences, permissions, consents,
approvals, qualifications, and memberships required of the Consultant to perform the

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duties under this Agreement and has a valid visa and/or work permit as required under
Applicable Law to fulfil the Consultant’s obligations under this Agreement.
5. CONFIDENTIALITY
5.1. The Consultant acknowledges that during the Term, the Consultant will have access to
Confidential Information. The Consultant, therefore, agrees to accept the restrictions in this
Clause 5.
5.2. The Consultant shall not (except in the proper course of her duties) either during the Term or at
any time, thereafter, use for the Consultant’s own purposes or disclose to any person, firm or
company any Confidential Information and use best efforts, to prevent the publication or
disclosure of any Confidential Information.
5.3. The Consultant shall immediately inform the Company if the Consultant becomes aware of the
possession, use or knowledge of any of the Confidential Information by any person not
authorised to possess, use or have knowledge of the Confidential Information, whether during
or after the Term and shall at the Company’s request provide such reasonable assistance as is
required to deal with such event.
5.4. Subject to the terms of this Agreement, the obligation to keep the Confidential Information
confidential shall survive and subsist in perpetuity from the date of each disclosure of
Confidential Information by the Company.
5.5. Nothing in this Clause shall prevent the Consultant from disclosing Confidential Information
where it is required to be disclosed by judicial, administrative, governmental or regulatory
process in connection with any action, suit, proceedings or claim or otherwise by Applicable
Law, after providing sufficient notice to the Company of the required disclosure and providing
necessary assistance to secure a protective order against such disclosure.
5.6. Failure by the Consultant to comply with this Clause shall constitute a breach of the Agreement
entitling the Company to terminate the Agreement immediately.
5.7. All documents and records furnished by the Company to the Consultant and any record of
Confidential Information in whatever form shall on termination of this Agreement for whatever
reason be returned to the Company or, if so instructed by the Company, be destroyed. No copy
of such Confidential Information shall be made or retained by the Consultant.
5.8. The Consultant is prohibited from making or causing to be made any disparaging, denigrating,
derogatory or other negative, misleading, and/or false statements about the Company or its
business, either orally or in writing, in any form of content (video, text, image, audio, etc.) on
any medium including, but not limited to, social media platforms.
6. NON-SOLICITATION AND NON-COMPETE
6.1. The Consultant hereby agrees and undertakes that during the Term and for a period of 12
(twelve) months following the date of his termination, for any reason whatsoever, he shall not
directly or indirectly be interested in, engage in, be concerned with, or provide services or trade
in goods, whether solely or with others, whether as an executive, officer, director, agent,
partner, consultant, member of any Company or other commercial enterprise or otherwise, to or
with any competitor, client of the Company and/or its Affiliates or any organisation where the
Consultant has been taken or sent for training, deputation or secondment or professional work
by the Company.
6.2. The Consultant hereby agrees and undertakes that during the Term and for a period of 12
(twelve) months from the date of his termination, the Consultant shall not, directly or indirectly,
either as an individual on his own account or as a partner, employee, consultant, advisor,

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agent, contractor, director, trustee, committee member, office bearer, or shareholder (or in a
similar capacity or function): (a) seek, canvas, solicit or accept or provide from or to any person
who is a Client, any services or business of the type offered by the Company and/or its
Affiliates; or (b) seek to persuade any Client or prospective Client not to conduct or renew any
services or business with the Company and/or its Affiliates, or to terminate such business. For a
period of 12 (twelve) months from the date of his termination, the Consultant shall not employ,
or seek to employ, solicit or entice away, or encourage anyone else to do so, from the
Company and its Affiliates, any employee, who is currently employed or was employed by the
Company and/or its Affiliates prior to such solicitation (whether or not such person is a full-time
employee).
6.3. Any contravention of Clauses 6.1 and 6.2 shall be a material breach of this Agreement.
6.4. The Consultant hereby agrees and undertakes that the Consultant shall not engage in any
outside commercial activity during the Term which is in direct competition with the business of
the Company.
6.5. The Consultant agrees and acknowledges that the Fees paid to the Consultant under this
Agreement is sufficient consideration for the undertakings set out in Clause 6 and for the
performance of his duties and obligations under this Agreement. The Consultant also
acknowledges and understands that the limitations as to time and the limitations of the
character or nature placed in this Clause 6 are reasonable and fair and will not preclude the
Consultant from earning a livelihood, nor will they unreasonably impose limitations on the
Consultant's ability to earn a living. In addition, the Consultant agrees and acknowledges that
the potential harm to the Company of the non-enforcement of this Clause 6 outweighs any
potential harm to the Consultant by this Agreement. The Consultant agrees and acknowledges
that he has given careful consideration to the restraints imposed upon him by this Agreement,
and is in full accord as to their necessity for the reasonable and proper protection of
Confidential Information and Intellectual Property of the Company now existing or to be
developed in the future.
7. INTELLECTUAL PROPERTY
7.1. The Consultant agrees that all Developments and any and all Intellectual Property developed
by the Consultant (alone or with others) during the Term, whether as part of the Services or
otherwise, shall automatically and irrevocably be transferred to the Company from the date of
creation and will be the sole and exclusive property of the Company. The Consultant shall
promptly inform the Company about all such activities, whether carried out under this
Agreement or otherwise, including but not limited to related areas and findings therefrom as
well as any Developments. Any such Development and Intellectual Property shall be presumed
to have been developed during the period of the Consultant’s engagement with the Company
and within the scope of the Consultant’s Services. Further, the Consultant shall have no claim
for additional compensation for any rights to such Developments or Intellectual Property;
7.2. The Consultant hereby irrevocably, absolutely and perpetually assigns to the Company
worldwide rights in respect of any and all of the Consultant’s right, title, and interest, including
Intellectual Property, in and to the Developments developed by the Consultant, free from
encumbrances of any kind for the full term of each and every such right, including renewal or
extension of any such term without further compensation. Further, the Consultant hereby
waives any right to and agrees to refrain from raising any objection or claims pursuant to
Section 19(4) of the Copyright Act, 1957. In the event any of the Developments or the
Intellectual Property rights contains a development or Intellectual Property rights owned by the
Consultant, or in which the Consultant has an interest (“Prior Development”), the Consultant
hereby grants a non-exclusive, royalty-free, irrevocable, perpetual, worldwide licence to the

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Company to use and modify such Prior Development for the limited purpose of exercising the
Company’s full ownership rights over the Developments and the Intellectual Property. The
Consultant hereby agrees to waive any right to and refrain from raising any objection or claims
pursuant to Section 30-A of the Copyright Act, 1957 in relation to grant of such licence;
7.3. The Consultant will, upon the Company’s request, execute and promptly deliver to the
Company such instruments (including executed assignments) and do such other acts as may
be requested or deemed necessary or desirable by the Company to confirm the Company’s
ownership of all Intellectual Property rights and/or to protect the Company’s worldwide rights
with respect to any Developments and/or Intellectual Property rights, and shall, at the
Company’s expense, provide all the reasonable assistance in the application, preparation,
filing, prosecution and maintenance of any protections relating to such property, or such other
actions as may be required to perfect the Company’s interest in such Intellectual Property
rights. It is understood that the Consultant will take such action whenever the Company shall
make such request whether during the Term or after the Term; and
7.4. The Consultant shall not use the trademarks, brand names, logos, copyrights or any other
Intellectual Property rights belonging to the Company for any reason whatsoever without the
prior written consent of the Company.
8. INDEMNITY
8.1. Upon payment of the Fees in accordance with Clause 3, the Company shall stand discharged
of all liabilities or obligations that it may have otherwise had towards the Consultant. In the
event of any breach by the Consultant of any representation, warranty, obligations, or
agreement made or given by it, including in this Agreement, the Consultant undertakes to
indemnify and hold harmless the Company, its Affiliates, its subsidiaries, promoters, directors,
officers, employees, agents and representatives to the extent of (a) any and all damages
suffered or incurred by the them in relation to such breach of representation or warranty,
covenant or obligation; and/or (b) any tax, penalty or interest that may be levied or assessed as
a result of the delay or failure by the Consultant to pay any tax on the Services rendered
pursuant to this Agreement or to file any return or information required under any Applicable
Law.
9. LIMITATION OF LIABILITY
9.1. Notwithstanding anything contained in this Agreement, the Company shall not be liable to the
Consultant or any other person or entity for any indirect, special, incidental, consequential,
punitive or exemplary damages arising out of or in connection with this Agreement. In no event
shall the Company’s total liability under this Agreement exceed the Fee payable under this
Agreement.
10. COMPANY PROPERTIES
10.1. The Consultant will always maintain in good condition any Company property which may be
given to him for official use during the Term.
10.2. The Consultant agrees to return to the Company immediately upon completion of or early
termination of the Term, all the Company’s Property of every nature, kind and description
whatsoever (including, without limitation, any computer hardware or software, peripherals and
databases) and all documents or record containing Confidential Information, and all copies
thereof.
11. TERMINATION
11.1. Unless extended in writing by the Consultant and the Company, this engagement shall
terminate automatically upon the expiry of the Term.

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11.2. If the Consultant fails to perform his obligations under this Agreement, then the Company may
(but shall not be obliged to) issue notice of such default to the Consultant. If such default is not
remedied within 7 days of the issuance of the notice, then the Company shall be entitled to
terminate this Agreement forthwith. Further, the Company reserves the right to terminate this
Agreement at any time with immediate effect for any breach of the terms of the Agreement by
the Consultant.
11.3. The Company shall have the right to terminate this Agreement for any reason by giving the
Consultant prior written notice of 30 (thirty) days.
11.4. The Consultant shall have the right to terminate this Agreement for any reason by giving the
Company prior notice of 30 (thirty) days, which the Company may at its sole discretion waive
entirely or in any part thereof.
12. CONSEQUENCES OF TERMINATION
12.1. Following service of a notice terminating this Agreement, but prior to the effective date of such
termination, each Party shall continue to abide by the terms and conditions of this Agreement in
effect at such time and comply fully with its obligations hereunder and it shall not in any way
hinder or interrupt the performance of Services during any period between the date of service
of a termination notice and the date of actual termination. In addition, the Consultant shall
immediately afford the Company access to and copies of all records, data and information
relating to the provision of Services in any electronic format as may be requested by the
Company. The Consultant shall fully cooperate (at his expense) with the Company to
guarantee a smooth transition of the provision of Services to the Company or an alternate third
party.
12.2. Upon termination of this Agreement for whatsoever reason and in addition to termination
obligations specified elsewhere in this Agreement:
12.2.1. the Consultant shall render an invoice in respect of any Services performed since the
date of the last invoice;
12.2.2. the Company shall pay the undisputed amounts of such invoice subject to statutory and
other applicable deductions; and
12.2.3. if the Consultant is rendering Services at the Company premises, the Consultant shall
vacate the Company’s premises and shall remove all its equipment without in any
manner hindering the business operations of the Company and/or without
destroying/damaging the Company Property,
12.3. Termination shall be without prejudice to any rights or remedies that the Company may have
against the Consultant in respect of any breach of the terms of this Agreement.
13. GOVERNING LAWS/JURISDICTION
13.1.This Agreement shall be governed by and construed in all aspects in accordance with the laws of
India.
13.2.The parties to this Agreement submit to the exclusive jurisdiction of courts at Bangalore,
Karnataka, and the Consultant hereby acknowledges that courts constitute a convenient forum.

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14. NOTICES
14.1. All notices or proceedings in connection with this Agreement shall be given in writing and may
be served personally, by registered post or by courier at the following address:
14.1.1. If to the Company
Address #31, 4th Floor, Above A2B Restaurant,
Hebbal Outer Ring Road, Bhadrappa Layout
Nagashettyhalli, Bengaluru – 560 094, Karnataka
Email [email protected]
Attention HR Business Partner
14.1.2. If to the Consultant:
Address: Edakkadu KG Valasu po
Chennimalai
Telephone: 7539951723
Email: [email protected]

The date of receipt of such notice or request, consent or approval shall in the case of personal
delivery deemed to be the date of delivery and in the case of registered post/courier, be deemed
to be 10 business days following the date on which it was delivered into the custody of the post
office/courier corporation.
15. MISCELLANEOUS
15.1. Severability: If at any time any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect, the legality, validity and enforceability of the remaining provisions
of this Agreement shall not be affected or impaired thereby. In such case, the Parties shall, in
good faith, consult with each other and adopt new provisions that will to the greatest extent
permitted by law, place the Parties in the same economic position that they would have been in
had the invalid part of the Agreement continued in effect and those portions of this Agreement
that have not been declared invalid or unenforceable shall remain in full force and effect.
15.2. Data Protection and Privacy: The Company may in connection with the Employee’s
employment receive personal data relating to the Employee or third parties associated with the
Employee (such as spouse or children). Such data may be received directly from the Employee
or from other sources and some personal data may be recorded directly or indirectly by internal
security and technology systems (such as CCTV cameras and software applications installed at
Employee’s devices for employment purposes) or by other means. The Company may process
such data for relevant and limited purposes. By signing the agreement, the Employee hereby
expressly consents to the following:
15.2.1. the processing of the Employee’s personal data by the Company or such third-party
appointed by the Company;
15.2.2. the collection and processing of sensitive personal data or information (as defined under
applicable laws) about the Employee for limited purposes;
15.2.3. the transfer worldwide of personal data held about the Employee by the Company to
other employees and offices of the Company’s worldwide organisation and to third

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parties (including third party online service providers engaged by The Company or any
of its affiliates that may store or process such personal data outside of India) where
disclosure to such third parties is required in the normal course of business or by law;
and use of the Employee’s personal images and voices in marketing material, videos,
etc.; and
15.2.4. treating any personal data to which the Employee has access in the course of his
employment strictly in accordance with the Company’s policies and procedures and not
using any such data other than in connection with and except to the extent necessary
for the purposes for which it was disclosed to the Employee.
Employee acknowledges that he/she has no reasonable expectation of privacy in any
computer, technology system, email, handheld device, telephone, or documents that are used
to conduct the business of the Company. Company has the right to audit and search all such
items and systems, without further notice to you, to ensure that the Company is licensed to use
the software on your devices in compliance with the Company’s software licensing policies, to
ensure compliance with the Company’s policies, and for any other business-related purposes in
the Company’s sole discretion. The Employee understands that the Employee is not permitted
to add any unlicensed, unauthorised, or non-compliant applications to the Company’s
technology systems and that the Employee shall refrain from copying unlicensed software onto
your technology systems or using non-licensed software or websites. The Employee
understands that it is his/her responsibility to comply with the Company’s policies governing use
of the Company’s documents and the internet, email, telephone, and technology systems to
which the Employee will have access in connection with the Company’s employment.
15.3. Entire agreement: This Agreement, hereto and the other documents delivered pursuant hereto
constitute the entire agreement of the Parties in respect of the subject matter hereof and,
unless specified to the contrary, supersede all prior agreements, communications,
representations, or warranties, whether oral or written, among the Parties in respect of the
subject matter.
15.4. Amendment: This Agreement shall not be amended, modified, altered or changed in any way
except by a writing executed by a duly authorised representative of each Party.
15.5. Assignment: The Consultant agrees that the Services to be performed cannot be assigned to
any third party. The Company may at its sole discretion, assign this Agreement and/or its rights
hereunder to its Affiliates and/or third parties by providing written notice of the same to the
Consultant.
15.6. Remedies: All remedies of any Party under this Agreement, whether provided herein or
conferred by statute, civil law, common law, custom or trade usage, are cumulative and not
alternative and may be enforced successively or concurrently.
15.7. Costs and taxes: Unless specified otherwise, all costs and taxes in relation to this Agreement
shall be borne by the Consultant.
15.8. Waiver: The failure of the Company to insist upon the punctual performance of any of the
obligations of the Consultant hereunder, or the failure of the Company to exercise any right or
remedy available to it under this Agreement shall not constitute a waiver by the Company of
any subsequent or continuing default by the Consultant hereunder nor shall the same
prejudice, affect or restrict the rights and powers of the Company hereunder.

Kavina Eswaramoorthy
Kavina Eswaramoorthy eSign by
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 #31, 4th Floor, Hebbal Outer Ring Road,
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Page 11 of 14

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

By the “Company”: By the “Consultant”:

Through its authorised signatory

Signature Signature

Name Jayson Marian Vandan Name

Designation Head People Operations

Date 26 December 2024 Date

Kavina Eswaramoorthy
Kavina Eswaramoorthy eSign by
27 Dec 2024 09:06:36 PM (UTC+05:30) SignDesk
 #31, 4th Floor, Hebbal Outer Ring Road,
Bhadrappa Layout, Nagashettyhalli,
Bangalore, Karnataka 560094
Page 12 of 14

ANNEXURE A: Description of Services

RESPONSIBILITIES
● Conduct engaging and interactive online tutoring sessions for K-12 students within designated hours
through personalised learning plans based on students' grade level, needs, and academic goals.
● Utilise diverse online instructional strategies, tools, and resources to create an interactive and
stimulating learning experience, adapting when necessary to drive student growth.
● Provide clear and effective instruction, guidance, and feedback to enhance students' comprehension
and to inform future tutoring sessions.
● Maintain accurate records of tutoring sessions, including attendance, progress notes, and relevant
information to deliver comprehensive progress reports.
● Collaborate with Team Leaders and colleagues to review QA analysis, session KPIs, and overall
performance to continuously improve yourself and your team.
● Perform any assigned or necessary additional duties.

REQUIREMENTS
● Complete an unpaid 4- to 6-week Online Tutor Certification Program.
● Undertake mandatory FBI and Indian criminal history and background check.
● Participate in daily virtual meetings with Team Leaders.
● Be readily available for up to an 8-hour shift between approximately 6pm and 6am IST
● Type at least 30 words per minute at 98+% accuracy.
● Proficient in MS Word, Excel, and PowerPoint.

TECHNICAL REQUIREMENTS
● Computer: Intel i3 or equivalent Desktop or Laptop, at least 8GB RAM, 500 GB HDD or 120 GB
SSD, and up-to-date Operating System (Windows 10 and above).
● Peripheral: Headphone with Mic, webcam; mouse, keyboard, speakers (for desktop users); Pen
tablet (for Math tutors).
● Internet: 100mbps broadband. Shared links are not allowed (e.g. PG, hostel, public Wi-Fi, or
hotspots).
● Browser: Google Chrome or Firefox, Version 100 or above.
● Power Backup: 2 hours of power backup for the laptop/desktop and internet modem, either through
an inbuilt battery or UPS.

Kavina Eswaramoorthy
Kavina Eswaramoorthy eSign by
27 Dec 2024 09:06:36 PM (UTC+05:30) SignDesk
 #31, 4th Floor, Hebbal Outer Ring Road,
Bhadrappa Layout, Nagashettyhalli,
Bangalore, Karnataka 560094
Page 13 of 14

ANNEXURE A: Description of Services, Continued

FUNCTIONAL EXPERIENCE
● Education: Bachelor's degree and demonstrated expertise in Math, Science, or English is required.
Bachelor's of Education or prior teaching or tutoring experience is preferred.
● English Language: Strong command of English language, including grammar, nuances, and
effective communication. Adapts communication style to diverse audiences and situations,
demonstrating cultural sensitivity and incorporating idiomatic expressions.
● Academic Foundation: Solid understanding in Math and ELA, actively pursuing self-improvement
to expand subject matter expertise. Effectively communicates information, aiding in understanding.
● Effective Communication: Adapts communication style based on listener's needs and adjusts
based on feedback. Proficient in using visualisation tools for effective communication.
● Planning & Time Management: Strong planning and preparation skills, utilising feedback
mechanisms to monitor progress and make necessary adjustments. Shows commitment to
continuous improvement.
● Critical Thinking: Strong problem-solving skills, excellent communication abilities for clear and
concise information delivery. Adaptable and resilient in different situations, fosters positive
relationships, and seeks growth opportunities.
● Emotional Intelligence: Cultivates positive relationships, tailors approaches to meet individual
needs, provides constructive feedback, and supports overall well-being.
● Technical: Exceptional touch typing skills, familiarity with video conferencing platforms and MS
Office applications. Efficient multitasker, proactive in staying updated on software tools.

BEHAVIORAL
● Passion for Education: Having a genuine passion for education, inspiring students to love learning
and encouraging their curiosity.
● Empathy and Patience: Demonstrating empathy towards students, understanding their learning
needs, and being patient throughout the learning process.
● Adaptability and Flexibility: Adapting to different learning styles, adjusting tutoring strategies, and
being flexible in scheduling to meet students' needs.
● Positive and Motivating Attitude: Creating a positive and motivating learning environment,
recognizing and celebrating students' achievements to boost their motivation.
● Professionalism and Ethics: Maintaining professionalism, respecting confidentiality, and adhering
to ethical standards in all interactions.
● Teamwork: Collaborating effectively with peers, students, parents, and teachers, providing regular
updates and progress reports for open communication.

Kavina Eswaramoorthy
Kavina Eswaramoorthy eSign by
27 Dec 2024 09:06:36 PM (UTC+05:30) SignDesk
 #31, 4th Floor, Hebbal Outer Ring Road,
Bhadrappa Layout, Nagashettyhalli,
Bangalore, Karnataka 560094
Page 14 of 14

ANNEXURE B: Description of Fees

Base Rate
Rs 200.00 per completed session-hour (“ Two Hundred Only”)

Performance Incentives
You may be eligible for performance-based incentives based on criteria established by the Company,
such as student ratings, productivity, session KPIs, and overall effectiveness in your role.

Demand-Based Incentives
To encourage flexibility and availability to meet the Company's fluctuating demands, you may also
qualify for demand-based incentives. These incentives will be offered when tutoring services are in high
demand, contributing to the efficient operation and growth of the Company.

Discretionary Nature
The decision to grant performance and demand-based incentives is at the sole discretion of the
Company. Tutors have no automatic entitlement to these incentives, and the Company reserves the right
to modify or withdraw them at any time, with or without prior notice. These criteria may be subject to
periodic review and adjustment as deemed necessary by the Company.

Kavina Eswaramoorthy
Kavina Eswaramoorthy eSign by
27 Dec 2024 09:06:36 PM (UTC+05:30) SignDesk