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SERVICE AGREEMENT
This Services agreement (the "Agreement") is made this 13-05-2020 ("Effective Date") by and
between:

Edooni Solutions Private Limited , a company incorporated under the laws of India, having its
registered office at H-196, H Block, Sector 63, Noida, Uttar Pradesh 201301 (hereinafter
referred to as the "Service Provider" which expression shall unless excluded by or repugnant to
the subject or context be deemed to include its successors-in-interest and permitted assigns) of
the ONE PART
AND

Arihant Publications India Limited, a company incorporated under the laws of India, having
its registered office at 24-26, Kalindi Colony, Meerut, Uttar Pradesh -250002 (hereinafter
referred to as the "Client" which expression shall unless excluded by or repugnant to the subject
or context be deemed to include its successors-in-interest and permitted assigns) of the OTHER
PART
(The Service Provider and the Client shall hereinafter individually referred to as "Party" and
collectively as "Parties")
WHEREAS

A. The Service Provider is in the business of providing the Services (as defined hereunder) and
has the skills, qualification and expertise required to perform the Services.
B. The Client desires to engage the Service Provider to provide the Services and the Service
Provider has agreed to do the same.
C. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record
the terms and conditions on which the Service Provider shall provide the Services to the Client,
and other agreements in connection therewith.

1. DEFINITIONS AND INTERPRETATION

(a) "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or
parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications,
guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative
decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions,
arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals
or agreements with any governmental or regulatory authority;
(b) "Approvals" shall mean sanctions, permissions, consents, validations, confirmations,
licenses, and other authorizations obtained and/or required to be obtained from any
Government Body;
(c) "Government Body" means any government authority, statutory authority, government
department, agency, commission, board, tribunal or court or other law, rule or regulation making

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entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision
thereof or any municipality, district or other subdivision thereof;
(d) "GST" means Goods and services tax under the Goods and Services Tax Act, 2017;
(e) "Services" mean the services provided as follows: Online Assessment Applications
Software, Server Support, Maintenance of Application, Development of Features as per Clients
Need, Design and Digitization, Third Party Api Integration.
(f) "Term" means the period during which the Service Provider has provided / shall provide
Services in terms of this Agreement which shall be the period as specified in Clause on (Term
and Termination) of this Agreement.
(g) Interpretation
(I) The headings in this Agreement are inserted for convenience only and shall be ignored in
construing this Agreement.
(II) Unless the context otherwise requires, in this Agreement: (III) words using the singular or
plural number also include the plural or singular number, respectively; (IV) words denoting any
gender shall include all genders; (V) the words "written" and "in writing" include any means of
visible reproduction;
(VI) the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and
not any particular Clause, or any other subdivision of this Agreement; (VII) the words "include"
or "including" shall be deemed to be followed by "without limitation" or "but not limited to"
whether or not they are followed by such phrases or words of like import;
(VIII) references to any "person" include any natural person, corporation, judicial entity,
association, statutory body, partnership, limited liability company, joint venture, trust, estate,
unincorporated organization or government, state or any political subdivision, instrumentality,
agency or authority; and
(IX) references to "Clause" or any other agreement or document in this Agreement shall be
construed as references to the Clauses of this Agreement, or such other agreement or
document, as may be amended, modified or supplemented from time to time, and shall include
a reference to any document which amends, modifies or supplements it, or is entered into,
made or given pursuant to or in accordance with its terms.

2. SERVICES
(a) The Client agrees to avail the Services from the Service Provider and the Service Provider
agrees to provide the Services to the Client on the terms and conditions specified in this
Agreement.
(b) The Service Provider shall:
(I) Provide the Services in compliance with this Agreement and Applicable Laws. If any
Approvals are to be obtained for provision of Services, the same shall be obtained by the
Service Provider;

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(II) Perform the Services (i) in a professional, diligent and timely manner; (ii) as per good
commercial practices; and (iii) within the budget specified by the Client;
(III) Retain and utilize a sufficient number of qualified personnel to perform the Services;
(IV) Ensure that all personnel who are deputed to perform the Services are appropriately trained
and qualified to perform such Services; and
(V) Devote its time and attention necessary to provide the Services in accordance with the best
of the industry standards and meet any quality standards as may be specified by the Client.
(c) Unless otherwise authorized in writing, the Services Provider shall not have any authority
pursuant to this Agreement to commit the Client to any obligation in any manner whatsoever
with respect to third parties, or to enter into any contracts on behalf of the Client. The Service
Provider shall not have, nor represent itself as having, any authority under the terms of this
Agreement to make agreements of any kind in the name of or binding upon the Client.
(d) The Service Provider shall keep the Client promptly informed of all material matters which
come to Service Provider's attention relating to or affecting the business of the Client or any
matters concerning provision of Services hereunder by the Service Provider.
(e) The Service Provider agrees and acknowledges that:
(f) Though the Services are being provided virtually, yet for the briefing and other requirements
to form a Work Product the Service provider might need to visit the Client at their offices in New
Delhi and Meerut, Uttar Pradesh, India. The Service Provider agrees and acknowledges that the
provision of Services hereunder may require travel to different destinations and the Parties
agree that the cost of travel and accommodation shall be borne by Service Provider.
(g) The Service Provider shall keep the Client informed regarding the time spent on provision of
Services and in the event the time spent exceeds: the fee payable shall only be increased if
prior written approval is obtained from the Client.

5. CONSIDERATION
(a) In consideration of the Services rendered by the Service Provider, the Client shall pay to the
Service Provider, the following One-time Fee of Rs. 2.50 Lacs for Customization of Application
and it’s Functionality.
(b) In consideration of the Services rendered by the Service Provider, the Client shall pay to the
Service Provider, the 12.5 % Share in revenue earned by the Client from the Work product of
this agreement.
(c) The fees shall be payable subject to receipt of an invoice from the Service Provider to the
Client within 30 days.
(d) The Fee to be paid as specified above shall be inclusive of Goods and Services Tax (GST).
(e) In the event of delay by the Client in payment of fees to the Service Provider, the Service
Provide shall be entitled to stop provision of further Services till such time that the payment of
outstanding dues is made by the Client.

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(f) In the event of any service(s) provided that are not included in the list of services as specified
in this Agreement, the Parties shall mutually agree upon such services, fees and expenses.
(g) All payments to be made by Client to the Service Provider shall be subject to deduction of
applicable taxes. The Client shall issue requisite certificate evidencing such tax deduction in
accordance with Applicable Laws.
6. REPRESENTATIONS AND WARRANTIES (a) Each Party hereby warrants and represents to
the other Party that: (I) It has full power and authority to enter into this Agreement and perform
its obligations hereunder; (II) This Agreement has been duly executed by it and this Agreement
constitutes its legal, valid and binding obligation enforceable in accordance with the terms
contained herein;
(III) The execution, delivery and the performance by it of this Agreement does not and will not (i)
breach or constitute a default under its constitutive documents, or (ii) result in a breach of, or
constitute a default under, any agreement to which it is a party or by which it is bound.
(b) The Service Provider hereby represents and warrants to the Client: (I) It will provide the
Services in compliance with the provisions of this Agreement; (II) It will act in good faith and use
reasonable skill and care in provision of Services under this Agreement; (III) It will comply with
all Applicable Laws in provision of the Services; (IV) It has all requisite corporate and other
approvals, licenses and permits from relevant governmental authorities to provide the Services.
EXCEPT AS SPECIFIED ABOVE THE SERVICE PROVIDER MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND HEREBY DISCLAIMS
ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

7. OBLIGATIONS OF THE CLIENT

(a) During performance of the Services the Client will co-operate with the Service Provider as
the Service Provider reasonably requires;
(b) The Client shall provide information and documents as the Service Provider reasonably
requires for provision of Services.
(c ) The Client shall provide all resources to the Service Provider in Order to develop, maintain
and function. Client will be responsible for providing Server Space that is required to run the
Services

8. TERM AND TERMINATION

(a) This Agreement shall commence on (27-05-2020) continue to be in full force and effect till
("Term"), unless terminated as specified below. This Agreement shall automatically renew and
continue in full force and effect for successive 12-month periods (each such successive period,
"Renewal Term") unless written notice of termination is given by either Party not less than 30
days prior to the end of any such Term.
(b) This Agreement may be terminated as follows:

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(I) By either Party upon providing a written notice of other Party; or 30 days prior written notice
to the other party.
(II) By the Client, in the event a material breach of any provision hereof is committed by the
Service Provider, by providing 15 (fifteen) days written notice to the Service Provider with
reasons of termination stated thereunder; or
(III) By the Service Provider, in the event a material breach of any provision hereof is committed
by the Client, by providing 15 (fifteen) days written notice to the Service Provider with reasons of
termination stated thereunder; or
(c) Notwithstanding anything to the contrary, provisions in respect of Dispute Resolution,
Indemnity, Limitation of Liability and the other provisions of this Agreement which are expressly
or impliedly intended to survive the expiration or termination of this Agreement, shall survive the
expiration of the Term or any termination of this Agreement.

9. OWNERSHIP OF INTELLECTUAL PROPERTY

(a) Client shall retain all right, title and interest in and to Client's intellectual property and no
right, title or interest therein is transferred or granted to Service Provider under this Agreement
except for use in performing Services hereunder and for no other purpose. Service Provider
shall retain all right, title and interest in and to its own technology and information and, except as
expressly set forth in this Agreement, no right, title or interest therein is transferred or granted to
Client under this Agreement.
(b) In connection with the provision of the Services, the Service Provider may generate, create,
write or produce literary works or other works of authorship including, but not limited to,
manuals, training materials, reports, advice, methodologies, code, test data, analyses, studies,
research and documentation (hereinafter referred to as "Work Product").
(c) The Work Product and copyright and all Intellectual Property rights in and to such Work
Product created and provided by the Services Provider to the Client pursuant to this Agreement
shall be owned by the Client.
10. FORCE MAJEURE
If and to the extent that a Party's performance of any of its obligations under this Agreement,
hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war,
terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the
reasonable control of such Party (each, a "Force Majeure Event"), and such non-performance,
hindrance or delay could not have been prevented by reasonable precautions, then the non-
performing, hindered or delayed Party will be excused for such non-performance, hindrance or
delay, as applicable, of those obligations affected by the Force Majeure Event for as long as
such Force Majeure Event continues and such Party continues to use its best efforts to
recommence performance whenever and to whatever extent possible without delay, including
through the use of alternate sources, workaround plans or other means. The Party whose
performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify
the other Parties of the occurrence of the Force Majeure Event and describe in reasonable
detail the nature of the Force Majeure Event.

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If the Force Majeure Event continues for a continuous period exceeding 30 (thirty) days, the
Parties shall mutually agree on the future course of action. However, despite all efforts made by
the Parties in good faith, if the Force Majeure Event continues for a period of 90 (ninety) days,
either of the Parties shall have the right to terminate this Agreement by giving the other Parties
a notice of termination in writing.
11. INDEMNITY
The Service Provider hereby agrees to indemnify and hold the Client harmless from all
damages, costs, attorney's fees or other losses arising out of or relating to: (a) breach of this
Service Agreement by the Service Provider; (b) breach of any representation or warranty by the
Service Provider.
12. TAXES
Both the Client and the Service Provider shall be responsible for all taxes in respect of this
Agreement including without limitation payment of goods and services tax, if applicable,
hereunder.
13. NON-COMPETE
The Parties shall not use any Confidential Information directly or indirectly to procure a
commercial advantage over the other Party or otherwise use any designs, ideas or concepts
created by or belonging to the other Party without the express written consent of the other Party.
14. SEVERABILITY
If any provision of this Service Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision thereof, and this Service Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein. Any invalid or unenforceable
provision of this Service Agreement shall be replaced with a provision that is valid and
enforceable and most nearly gives effect to the original intent of the invalid / unenforceable
provision.
15. ENTIRE AGREEMENT
This Service Agreement constitutes the entire agreement and understanding of the Parties with
respect to the subject matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings duties or obligations between the Parties with
respect to the subject matter hereof.
16. NO OTHER RIGHTS GRANTED
Nothing in this Agreement is intended to grant any rights under any patent, copyright or other
intellectual property rights of any Party in favor of the other, nor shall this Agreement be
construed to grant any Party any rights in or to the other Party's Confidential Information, except
the limited right to use such Confidential Information in connection with the Services to be
provided under this Agreement. The Client or Service Provider shall not receive any intellectual
property rights in the Confidential Information of the other Party other than a limited right to use
the Confidential Information for the purposes specified in this Agreement. All intellectual
property rights shall continue to vest with the Party disclosing the Confidential Information.

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17. AMENDMENTS
Any change, alteration, amendment, or modification to this Service Agreement must be in
writing and signed by authorized representatives of both the Parties.
18. DISPUTE RESOLUTION
(a) Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably
between the Parties hereto failing which the following shall apply:
(b) The courts in Delhi, India shall have exclusive jurisdiction over any dispute, differences or
claims arising out of this Agreement.
(c) If either Party employs attorneys to enforce any rights arising out of or relating to this
Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys'
fees.
19. INDEPENDENT PARTIES
Nothing contained or implied in this letter creates a joint venture or partnership between the
Parties or makes one party the agent or legal representative of the other party for any purpose.
20. ASSIGNMENT
This Agreement shall not be assignable by any Party without prior written consent of the other
Party.
21. NOTICES
Except as otherwise specified in this Service Agreement, all notices, requests, consents,
approvals, agreements, authorizations, acknowledgements, waivers and other communications
required or permitted under this Service Agreement shall be in writing and shall be deemed
given when sent to the address specified below.
In the case of Client:
Attention: Mr. Ajay Tyagi
Address: 24-26, Kalindi Colony, Meerut, Uttar Pradesh, India-250002
In case of Service Provider
Attention: Mr. Raghvendra Singh
Address: H-196, H Block, Sector 63, Noida, Uttar Pradesh 201301

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IN WITNESS WHEREOF the Parties hereto have executed this Agreement by their duly
authorized representatives on the day, month and year first herein written below.

For Client for Service Provider

( ) ( )
Deepesh Jain Raghvendra Singh
Director Director:
Date: Date :

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