LYPTUS PARTNERS

YOUR REMOTE LEGAL TEAM

CONSULTANCY AGREEMENT

This Consultancy Agreement (the "Agreement") is made on 2 April 2022 (the "Effective Date"),
by and between:

Lyptus Partners Business Services Pvt. Ltd., ID. No. U74999DL2021 PTC389378 ("Consultant"),
an Indian Private Company based out of New Delhi.

And: Get Up People Foundation ("Principal"), (CIN) U74999PB2018NPL047658, and

1. BACKGROUND
A. Consultant is a legal and business consultancy services provider based out of New Delhi,
India.
B. Principal is interested in engaging the services of the Consultant.
C. It is agreed that the Consultant shall provide its services to the Principal, as per the terms
of this Agreement and the subsequent Work Orders.
2. DURATION

The term of this Agreement commences on the date the Principal assigns first Work Order to
the Consultant and ends after one year ("Term") with extensions as agreed in writing
thereafter.

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 3. WORK ORDER

a. The Consultant will perform the services set out in work orders agreed
between the Principal and Consultant from time to time ("Work Order").

b. Fees and payment terms are as set out in the Work Order.

c. The Consultant is responsible for all statutory costs and taxes associated with
this Agreement, excluding GST where applicable.

d. The Principal acknowledges that they are satisfied with the competency and
professionalism of the Consultant before entering this Agreement and will not
hold the Consultant liable for any loss, consequential loss, or damage as a
result of perceived incompetence or lack

of professionalism.

4. LIMITATION OF LIABILITY

4.1 To the extent allowed by applicable law, neither party nor its Affiliates and their respective
directors, officers, personnel, and subcontractors will be liable to the other for damages
in the nature of expectation losses, indirect, special, reliance, incidental or
consequential losses, or any loss of business profits, loss of data or other expected
benefit or losses of any kind of any third party.

4.2 Notwithstanding any other provision contained herein or elsewhere, the total aggregate
liability of both parties, their affiliates, their respective directors and officers, and
Personnel and subcontractors for any reason and upon any cause of action, whether in
tort (including negligence), contract, or any other legal theory), will at all times be
limited to the fees actually paid by Principal to Consultant for services under this
Agreement.

4.3 Nothing in this Agreement is intended to exclude or limit in any way the liability of a party
for its negligence or wilful misconduct resulting in bodily injury or death. Multiple claims
will not expand these limitations.

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5 TERMINATION OF AGREEMENT

5.1 The Consultant or the Principal may terminate this agreement at any time by
giving sixty

(60) days written notice to the other party.

5.2 This Agreement may forthwith and without any previous notice or payment in
lieu of notice be terminated determined by either party in the event of a breach
of this
Agreement by the
Consultant or the Principal,

5.3 If the Agreement is terminated by the Principal under Clause 5.2, the Principal
will provide in writing sufficient information to Consultant to substantiate the
termination .without notice.

6 CONTRACT MATERIAL

6.1 The title to and ownership of intellectual property ("Contract Materials") vests
in the Principal upon creation.

6.2 On completion ofthe work, the Consultant must deliver to the Principal all
Contract Material.

6.3 The Consultant must ensure that the Contract Material is used, copied, supplied,
or reproduced only for the purposes of this Agreement.

6.4 The Consultant, its employees or agents must not disclose or make public any
information or material acquired or produced in connection with the work
without the prior written approval of the Principal.

7 SECURITY

7.1 Notwithstanding the foregoing, the Principal understands that to the extent
such work may be performed remotely, the Consultant will require a secure
method of connectivity. The Consultant is not responsible for the security of the
remote method of connectivity by the Principal.

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 7.2 Consultant will not be responsible to back up Principal computer environment,
including systems, data, programs, and files ("Systems"). Principal is sole
responsible for backing up its Systems and for taking any other action as it
considers necessary to protect its Systems, including, without limitation,
installing and maintaining up-to-date anti-virus software.

8 GENERAL PROVISIONS

8.1 Jurisdiction & Dispute Resolution.

a. This Agreement is governed by the laws of India. Each party irrevocable and
unconditionally submits to the non-exclusive jurisdiction of the courts of New Delhi,
India and courts hearing appeals from those courts.

b. Prior to the commencement of any litigation, upon receipt of a notice of dispute, the
parties will make reasonable efforts to resolve any disputes that arise hereunder by
good faith negotiations. If such good faith negotiations between the parties' initial
representatives do not resolve the dispute after 10 business days, it shall be escalated

to senior executives for further good faith negotiations. If the senior executives are
unable to resolve the dispute within ten business days, then either party may initiate
litigation. Notwithstanding the foregoing or any other provision in this Agreement or
elsewhere, either party may seek a preliminary injunction, attachment, or other
judicial relief, if such action is necessary to avoid irreparable harm, preserve the status
quo or preserve and protect the subject matter of the dispute. Despite such action,
the parties will continue to participate in good faith dispute resolution negotiations as
set out herein.

8.2 Survival of Terms. The provisions of this Agreement which by their nature extend
beyond the termination of the Agreement will survive termination, including
section 5.

8.3 Waiver. No waiver of any right or remedy on one occasion by either party will
be deemed a waiver of such right or remedy on any other occasion.

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 8.4 Integration. This Agreement sets forth the entire agreement and understanding
between the parties pertaining to the subject matter and merges all prior
discussions between them on the same subject matter. This Agreement will not
be supplemented or modified by any course of dealing or trade usage. Neither
of the parties will be bound by any conditions, definitions, warranties,
understandings, representations, stipulations, or other terms with respect to
the subject matter other than as expressly provided in this Agreement and
applicable SOWS hereunder. Any such terms contained or referenced in any
purchase order or other written notification or documentation, from Principal
or otherwise, will be of no effect. This Agreement may only be modified by a
written document signed by duly authorized representatives of the parties.

8.5 Assignment. Neither party may assign or delegate any or all of its rights (other
than the right to receive payments) or its duties or obligations hereunder
without the consent of the other party, which consent will not be unreasonably
withheld; provided, however, that either party may assign this Agreement,
without the need to obtain the consent of the other party, to an Affiliate or to a
successor in interest to substantially all of the business to which this Agreement
relates. An assignee of either party authorized hereunder will be bound by the
terms of this Agreement and will have all of the rights and obligations of the
assigning party set forth in this Agreement, as confirmed by the relevant parties
in writing.

8.6 Notice. Unless otherwise agreed to by the parties, all notices required under this
Agreement will be deemed effective when received in writing by either:

a. registered mail,

b. certified mail, return receipt requested; or

c. email to [email protected], for Consultant, and for Principal, to the email

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 8.7 Severability. If any term or provision of this Agreement is deemed by a court of
competent jurisdiction to be overly broad in scope, duration or area of
applicability, the court considering the same will have the power and is hereby
authorized and directed to limit such scope, duration, or area of applicability, or
all of them, so that such term or provision is no longer overly broad and to
enforce the same as so limited. Subject to the foregoing sentence, in the event
any provision ofthis Agreement is held to be invalid or unenforceable for any
reason, such invalidity or unenforceability will attach only to such provision
which will be severed from this Agreement and will not affect or render invalid
or unenforceable any other provision of this Agreement.

8.8 No Third-Party Rights. This Agreement is made solely for the benefit of the
parties to the Agreement and their respective permitted successors and assigns,
and no other person or entity will have or acquire any right by virtue of this
Agreement unless otherwise agreed to by the parties hereto.

8.9 Headings. The headings of sections and subsections in this Agreement are
included for convenience of reference only and are not intended to be part of
or to affect the meaning or interpretation of the Agreement.

8.10 Counterparts. This Agreement may be executed in any number of counterparts,

8.1 1 Facsimile or Electronic Transmission. This Agreement and/or any counterparts hereof
may be transmitted by facsimile, in PDF format by email or a similar device, and the
preproduction of signatures by such means will be treated as binding as original.

By signing in the space provided, the parties agree to the terms and conditions stated here as
of the Effective Date indicated above.

PRINCIPAL CONSULTANT

Authorized Signature Authorized Signature

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 Ali Zaman Zaidi, COO

Name and Title Name and Title

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 LYPTUS PARTNERS
YOUR REMOTE LEGAL TEAM

SCHEDULE 1

WORK ORDER

1 DESCRIPTION OF SERVICES

1.1 Drafting of Terms and Conditions, Privacy Policy, Help and Support and Disclaimers for
the Social Media Application (Android and IOS) based on Village communities.
1.2 Drafting Data privacy and protection policies.

1.3 Data privacy and protection compliance check every 2 months

1.3 legal compliance services with the latest trend if introduced within a year.

2 COMPENSATION, DURATION AND PAYMENT TERMS

2.1 Compensation: INR fifty (50) Thousand excluding GST.

2.2 The Servies mentioned in Clause 1 of Work Order will be provided for one year from the
date of signing this Agreement.

2.3 The fee mentioned in Clause 2.1 is for the services mentioned under Clause 1. Any other
services not mentioned and specifically demanded by the Principal will be invoiced
separately and as per the mutual discretion of the Parties.

3 MODE OF PERFORMANCE

Digital/Remote

PRINCIPAL CONSULTANT

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Authorized Signature Authorized Signature

Ali Zaman Zaidi, COO

Name and Title Name and Title

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