ENGINEERING, PROCUREMENT & CONSTRUCTION AGREEMENT

This Engineering, Procurement & Construction Agreement (hereinafter

referred to as the “Agreement”) is entered into on
this__________ (date),

BY and BETWEEN

Wellstark Energy Pvt Ltd, a company incorporated under the Companies Act,
2013 and having its Registered Office at A-49, Ashirwad Building, Street 3,
Lane, 3, Indian Airlines Colony Rd, Prakash Nagar, Begumpet, Hyderabad,
Telangana 500003 (hereinafter referred to as the " CONTRACTOR" which
expression shall where the context so admits be deemed to include its
executors, administrators, representatives and permitted assigns) of the ONE
PART;

AND

___________________________________, the Customer and legal owner of the

premises having address at ____________________________________ (hereinafter
referred to as the "CUSTOMER" which expression shall where the context so
admits be deemed to include its heirs, executors, administrators, representatives
and permitted assigns) of the OTHER PART;

The expressions "CONTRACTOR" and "CUSTOMER ", wherever the context

so permits or requires, shall collectively be referred to as "Parties" and
individually as the “Party".

WHEREAS:

A. The CONTRACTOR is a fully integrated solar solutions provider that

offers comprehensive solar solutions to consumers and the complete EPC
(Engineering Procurement & Commissioning) Services.

B. The Customer wishes to engage the Contractor for EPC Services.

C. The CONTRACTOR will supply all the materials for installation &
Commissioning at the project site of the customer.
D. CONTRACTOR and CUSTOMER enter into this Agreement for
engineering, procurement & construction of a _______ (Residential /
Commercial premise).
E. The CONTRACTOR shall be at liberty to engage any sub-contractor for
providing installation and commissioning of the project.
This Agreement witnesses as follows:

1. PURPOSE & SCOPE OF THE AGREEMENT

I. The purpose of this Agreement includes design, manufacture, supply,

erection, testing and commissioning including warranty, operation &
maintenance for a period of ___ years/months of a Solar Power System
(hereinafter referred to as the “Solar Power System”) for the
CUSTOMER, (hereinafter cumulatively referred to as the “Works”), for
which the CUSTOMER/COMPANY has handed over the premises, which is
with a clear title and is encumbrance free, to the CONTRACTOR, along
with required approvals from concerned authorities, and the
CUSTOMER entering into this Agreement is proof enough of its consent
to start work thereon.

II. The technical specifications (hereinafter referred to as the “Technical

Specifications”) that need to be adhered to by the CONTRACTOR in
implementing the Solar Plant for the CUSTOMER shall be in
accordance with the performance parameters (hereinafter referred to as
the “Performance Parameters”) that shall govern the Scope of Duty of
the CONTRACTOR regarding the Works for the CUSTOMER.

III. Any supplies which have not been specifically mentioned in this
Contract but which are necessary for the design, engineering,
manufacture, supply & performance or completeness of the project
shall be provided by the Contractor and the cost of the same shall be
paid by the Customer.

2. EFFECTIVE DATE

The Agreement will enter into effect from the date of its execution (the
“Effective Date”) for all contractual obligations under this Agreement.

3. NON DISCLOSURE & CONFIDENTIALITY

Any information (whether oral, written, visual or otherwise, hard or soft copy
as may be provided by either Parties, provided the same is reduced in writing
immediately and marked and identified as confidential information) disclosed
or made known by the Parties to each other, shall be considered
“Confidential Information” unless otherwise specified. Both the Parties
commit to a strict maintenance of confidentiality, of any information shared
by either of the Parties. Any confidential information shared as a result of this
Agreement shall remain in force until that particular Confidential Information
falls into the public domain through no act or omission on part of the Parties
or for a period of 2 years from the last disclosure, whichever is later.

4. COMPLETION PERIOD

The completion period of the project shall be from receipt of

closure report from the Contractor

5. SUBSIDIARY

The Contractor agrees to submit all the relevant documents as may be

required by the concerned government department for availing subsidies
on solar projects. However, the Subsidies shall be complete discretion of
the said Government department and the Contractor provides no
confirmation or warranty against the same.

6. PAYMENT TERMS

I. In consideration of the completion of Works, the CUSTOMER shall pay

to CONTRACTOR the Contract Price in Indian Rupee (INR). The “Price”
shall mean the total of the Price for completion of Works including the
price for operation and maintenance of the Solar Power System.
II. The Contractor shall provide finalized bill of materials (“BOM”) in actual
to the Customer.
III. The Customer shall be liable to pay interest at the rate of 24% from the
date of invoice raised by the Contractor till the date of final payment.
IV. The Customer shall provide Post dated cheques as per the terms agreed
by the parties to the Contractor. The contractor shall be at liberty to
encash the cheques in case of non-payment / delayed payment by the
Customer.
V. The Customer shall be liable to pay in actual to the Contractor, for any
extra work performed by the Contactor which is beyond the scope of the
work decided by the parties.
VI. In case of any statutory variations in the rate of applicable taxes and
duties or imposition of new taxes & duties, during the tenure of the
Agreement, which will impact the Contract Price, the same shall be
borne by the CUSTOMER.

7. WARRANTIES
 a. In case of CUSTOMER/COMPANY being a company, it warrants to the
CONTRACTOR as follows:

I. it is a company duly incorporated under the laws of India, and it has all
corporate powers and has applicable governmental approvals, if any,
required to own the Site and to carry on its business as now conducted
and is duly qualified to do business in the jurisdiction where it
operates;

II. It has the full legal right, capacity and authority to enter into this
Agreement and this Agreement constitutes a legal, valid and binding
obligation on it; and,

III. It has the corporate power and authority to execute and deliver the
terms and provisions of this Agreement and has taken all necessary
corporate action to authorize the execution and delivery by it of this
Agreement and the transactions contemplated hereby.

b. The CONTRACTOR will obtain manufacturers’ warranties on the

modules, inverters, as well as other components of the System for
which manufacturer’s warranties are available, in the name of the
CUSTOMER. Until Acceptance, the CONTRACTOR will exercise any
rights under the manufacturers’ warranties on behalf of the
CUSTOMER.

8. FORCE MAJEURE

I. Force majeure shall mean any cause, existing or future, which is

beyond the reasonable control of any of the parties including acts of
God, storm, fire, floods, explosion, epidemics, quarantine, earthquake,
strike, riot, lock out, embargo, interference by civil or military
authorities, acts, regulations or orders of any governmental authority in
their sovereign capacity, acts of war (declared or undeclared) including
any acts of terrorism.

II. None of the parties shall be liable for the failure to perform any obligation
in terms of this Agreement if and to such extent such failure is caused
by a Force Majeure, provided that none of such acts of Force Majeure
 will relieve the CUSTOMER/COMPANY from meeting its payment
obligations.

III. The party prevented to fulfil its obligations (hereinafter referred to as

"the Affected Party") by Force Majeure shall notify the other party
through written means including fax/email/ post within one week after
occurrence and cessation of such Force Majeure and it shall be
established by the Affected Party that the Force Majeure had delayed
performance of the Affected Party’s obligations and services and was
beyond the reasonable control of the Affected Party and not due to the
default or negligence of the Affected Party.

IV. The periods for performance of this Agreement as agreed upon shall be
extended by the periods of delay caused by such Force Majeure, as long
as the period of Force Majeure does not last longer than three months.

V. If a Force Majeure continues for more than three months and the
parties are not able to reach an agreement on the continuation of the
Agreement within a further term of one month, the fulfilment of the
Agreement shall automatically be deemed impossible and shall stand
suspended / terminated.

Upon such suspension/termination, the CONTRACTOR shall be entitled to be

paid the following amount:

a) the amounts payable for the work completed until the date of
suspension,

b) the cost of materials which have been delivered to CUSTOMER, or

of which CONTRACTOR is liable to accept delivery: this material
shall become the property of CUSTOMER when paid for by it, and
CONTRACTOR shall place the same at CUSTOMER's disposal,

c) any other cost or liability, including unamortized cost of materials,

which in the circumstances was reasonably incurred by
CONTRACTOR in the expectation of completion of the Works,

d) demobilization costs of CONTRACTOR personnel and equipment,

 e) all other costs incurred by CONTRACTOR on account of
cancellation of order on such other suppliers.

9. INSURANCE

I. CUSTOMER shall at its expense take out and maintain in effect, or

cause to be taken out, during the performance of the Agreement, the
appropriate insurances set forth the sums equivalent to the contract
price.

II. CONTRACTOR shall at its expense take out and maintain in effect or
cause to be taken out and maintained in effect, during the construction
period, the appropriate insurances for transportation of goods and
materials

10. SITE ACCESS

I. The CUSTOMER shall ensure the accuracy of all information and/or

data to be supplied by the CUSTOMER and shall be responsible for
acquiring and providing legal and physical possession of the Site and
access thereto, for preparation and maintenance of proper access roads
to, and provide the right of way for, the Site, and for providing
possession of and access to all other areas reasonably required for the
proper execution of the Agreement, including all requisite rights of way,
on or before the Effective Date.

II. The CONTRACTOR shall take back all the materials remaining at site after
completion of the project.

III. The Required power, source and Water should be supplied by CUSTOMER
at the time of Installation.

IV. The CUSTOMER is under an obligation to provide access to Site at all

times to the CONTRACTOR and to officials, for the entire life of the
Power System.

11. CUSTOMER’s OBLIGATIONS

 I. The CUSTOMER must not interrupt the Works, and/or shall abstain
from any act or omission of which it can reasonably be expected that it
may delay the Works or make the Works more difficult and or expensive
for CONTRACTOR.

II. Necessary statutory declaration forms, certificates, bill of materials etc.

on timely basis as may be required by the CONTRACTOR for movement
of the goods to the Site and for claiming the tax or duty benefits on the
imported, inter-state and local supplies and the services provided under
this Agreement in line with policies in vogue.

III. The CUSTOMER shall obtain in a timely and expeditious manner No

Objection certificate from the concerned authority if so required

12. SITE ADDRESS

The Site address where Works need to be performed to construct the

Power System is: __________________________________________.

13. OPERATION & MAINTENANCE

a. The Operation and Maintenance shall be provided by the Contractor

for the period of 1 years to the Customer for fees of charges.
b. After completion of one year, any / all services as required by the
Customer from the Contractor shall be chargeable.

14. INDEMNITY

Both Parties shall fully Indemnify and hold harmless both parties and its
affiliates, associates, directors and employees from and against, any and
all losses, costs, damages, injuries, liabilities, claims and causes of action,
including without limitation arising out of or resulting from claims by third
Parties, acts, omissions or breach of any of the both parties affiliates,
suppliers, employees, agents or contractors in the performance of both
parties obligations under this Agreement or otherwise arising out of the
Power System or its usage

15. NOTICES
Any notice through fax/e-mail/post and other communication provided for in
this Agreement shall be in writing and sent to the address mentioned on the
first page of the agreement.

16. DISPUTE RESOLUTION

The parties shall Endeavour to resolve any dispute or difference arising

from this AGREEMENT or any transaction or performance or non-
performance under this AGREEMENT, by mutual discussion. Any such
dispute or difference, which cannot be so resolved within a period of 30
days then all claims and disputes arising under or relating to this
Agreement are to be settled by binding e-arbitration. With an objective
resolve the dispute, PDR ORGANIZATION PRIVATE LIMITED (PrivateCourt)
shall conduct the e-arbitration and the parties shall be bound by any and
all rules of PDR ORGANIZATION PRIVATE LIMITED (PrivateCourt) and any
award/decision rendered. Any such arbitration shall be conducted by an
experienced arbitrator/lawyer (to be appointed by PDR ORGANIZATION
PRIVATE LIMITED (PrivateCourt)) and shall include a written record of the
arbitration hearing. Any decision or award as a result of any such
arbitration proceeding shall be in writing and shall provide an explanation
for all decisions. An award of arbitration may be confirmed/executed in a
court of competent jurisdiction. Parties are free to decide the seat of
arbitration. Entire Arbitration proceedings will be conducted online
through e-filing and video conferencing and award will be provided in
physical form on appropriate stamp paper.

17. SEVERABILITY

If any provision of this Agreement is deemed or held by a court of

competent jurisdiction, to be contrary to law or otherwise
unenforceable, the provisions of this Agreement shall be enforced to the
extent legally permissible and unenforceability of any of the provisions
of this Agreement shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

18. LIMITATION OF LIABILITY

Notwithstanding anything contained anywhere else in this Agreement,

in no event shall a Party be liable, whether in contract, tort or otherwise,
to the other Party for special, indirect or consequential loss or damages
(such as, not exclusively, loss of production, loss of reputation, loss of
 income, loss of profit), except in case of fraud, willful default or reckless
misconduct by the defaulting Party.

19. BINDING AGREEMENT

This Agreement itself is an enforceable binding contract and constitutes

the entire agreement between the Parties with respect to the subject
matter hereof to the exclusion of all other understandings and
assurances, either written or oral. The clauses contained in this
Agreement shall not be construed as creating a partnership or joint
venture, agency or employment relationship among the Parties. The
relationship between the Parties under this Agreement is as principal to
principal basis.

IN WITNESS WHEREOF the authorized signatories of the Parties hereto

have signed this Agreement on the day, month and year first above written:

CONTRACTOR COMPANY
Through Mr.____________________________
Mr. ____________________

(Signature) (Signature)

(Date) (Date)