Engagement and Consultant Nda With SSB

ANNEXURE A
SCOPE OF SERVICES AND AGREED FEES
1. Scope of Services:
Our Engagement will be limited to matters of the following nature that are referred to us by
Sapat International Private Limited (SIPL) as under:
Drafting/ Advising/ Finalizing/ Reviewing:
1. Franchise Agreements,
2. Terms and Conditions
3. Non-Disclosure Agreements
4. Contracts related to employees
5. Drafting of legal notices/ Reply to legal notices
6. Reviewing/ redrafting the existing agreements
7. And any other agreements related to SIPL
2. Exclusions:
The current engagement will not cover, (i) unless otherwise agreed, (a) representation
relating to financing and investment transactions, joint ventures, business restructurings
and acquisitions. (b) representations/ appearance before any court and other legal
authorities; (c) working with the client in negotiation and setting legal disputes; and (d)
representations relating to procuring approvals and registrations from regulatory
authorities; (ii) any matter relating to law other than India Law; (iii) such other
matters as may be mutually agreed upon.
3. Agreed Fees:
As discussed, the Retainer Fees payable, subject to the terms of engagement, shall be as set
out below:
a. SIPL shall be charged a Retainer Fee of Rs. 75,000/- (Rupees Seventy five Thousand only )
per month towards the work done (as per clause 1 of Annexure A).
b. Every month shall comprise of capped billable hours of 20 hours (‘capped billable hours’).
c. An additional amount of Rs. 5,000/- per hour shall be charged for any work performed
beyond the capped billable hours.
d. Billing schedule shall be on monthly basis.

13 January 2022
To.
Sapat International Private Limited,
102/103 T V Industrial Estate
behind Glaxo 248/ A S K
Ahire Road Worli
Mumbai 400025.
Kind Attention: Mr. Anish Joshi
Terms of Engagement
Dear Mr. Joshi,
Thank you for giving us the opportunity to provide our services to you. As discussed, we are pleased
to provide herewith herewith SSB Legal & Advisory (the “Firm') terms of engagement to be retained
by Sapat International Private Limited (‘SIPL’) (the “Client”) for providing legal services.
Scope of Services
Our engagement will be limited to matters as set out in Annexure A for Sapat 1nternational Private
Limited (‘SIPL’).
The scope of services are set forth in Annexure A
Fees
We will charge fees as set forth in Annexure A for services provided pursuant to this Engagemcnt
Letter.
Expenses and Taxes
The fees do not cover any expenses including out-of-pocket and disbursements such as telephonic and photocopying
charges, postage, messenger/courier charges, stamp duties, fees and charges paid to regulatory authorities, travel
and travel-related expenses, hotel expenses, fees and charges
For obtaining, independent opinions from outside counsel and independent consultants
etc., as incurred. "the Client will bear all such fees and charges. The Client will also bear
all coast related to travel arrangements, including boarding, lodging. airport transfers and
any and all other costs required in order to reach the destination, perform the work and return
to the home/ office of the Associate and/or Partner. Please note that the fees also do not
include applicable taxes, such as service tax and Other taxes. and the same arc payable by
SIPL, Provided however, income taxes deducted at source, may be reduced morn the fees
provided that an appropriate certificates in relation to such deduction are issued in the normal
course and within the prescribed time limits.
Transparent Billing Process
To ensure transparency, we will, if requested in writing, provide a detailed statement of the

time that has been spent on a monthly basis. This statement includes the name of each
individual, and a detailed description of each service performed including the time that
each individual spent on each service. Please note that we shall not be required to provide a
Statement of time spent for fixed fee arrangements. Further, we shall not be required to
provide a statement of time spent f o r c e r t a i n t y p e s o f legal advice, such as advice
related to certain types of structures, opinions, or litigation. for which we may charge a
special fee.
Payment of Invoices
Payment is due upon receipt of our invoice and should be made by cheque or sent by
wired funds as set out in our invoices. The client shall pay our invoices, or cause our
invoices to be paid, within 30 days of receipt of the same. Unless otherwise agreed, bills
not paid within 60 (sixty) days shall accrue interest at an annual rate of 15%(or 1.23% per
month). If any invoice remains unpaid for any duration. We may, consistent with our
ethical obligations and judicial requirements, cease performing services for you until
arrangements satisfactory to the Firm have been made for the payment of the amount
in arrears as well as future fees. We shall not accept and shall not be responsible for
any consequences as a result of this action for recovery of dues from the Client.
Engagement of External Consultants
If during the course of our engagement, we are required to engage an external consultant, including
without limitation, an attorney, a certified public accountant, a chartered Accountant, a business or a
management consultant, a company secretary, we shall inform the Client of the same and shall confirm
such an engagement only upon receiving a specific written communication from the Client in this
regard.
Termination of Services
Both the Firm and the Client cannot terminate this Engagement Letter for a period of six months
from the dale of commencement of this Engagement Letter (“Lock--In Period”),
Both the Firm and the Client have the right to terminate this Engagement Letter after the expiry of “Lock-In Period,
If the Client decides to terminate the engagement, the Client must notify us immediately of this decision
in writing.
The Termination of this Engagement Letter does not eliminate the Client’s responsibility to pay for the work
performed and expenses incurred by the firm prior to terminal ion.
Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of India.
Agreement and Acceptance
We appreciate your choice of our Firm to serve your legal needs. In every engagement We
undertake, to understand your needs, provide the highest quality of service, and exceed your
expectants.
We continue to look forward to a valuable and long term relationship with you,
If the Terms of this Engagement Letter meet your approval, please sign and return the enclosed
copy to us .
The terms of this Engagement Letter shall commence and bind the parties from the date of receipt of
the written approval from the client accepting the Terms of this Engagement Letter along with
5SB LEGAL & ADVISORY
the enclosed copy of this Engagement Letter bearing the signature of the Client as under.
Yours sincerely,
Accepted:
For Sapat International Private Limited
date: 13 January 2()22

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ANNEXURE A

SCOPE OF SERVICES AND AGREED FEES

Drafting/ Advising/ Finalizing/ Reviewing:

d. Billing schedule shall be on monthly basis.

Kind Attention: Mr. Anish Joshi

Dear Mr. Joshi,

The scope of services are set forth in Annexure A

Expenses and Taxes

Transparent Billing Process

To ensure transparency, we will, if requested in writing, provide a detailed statement of the

Agreement and Acceptance

For Sapat International Private Limited

date: 13 January 2()22

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