GROW2VIRAL TECHNOLOGIES LLP

LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0

Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

Date: 03-07-24
Dear Mr. Ayan Barui,

Further to your application and the discussions you had with us, we have pleasure in offering you association as a
Freelancer in the role of Content Watcher in Marketing - Design team. We believe that your knowledge, skills,
and experience would be an ideal fit for our team. We hope you will enjoy your role and make a significant
contribution to the overall success of G2V.

Please take the time to review our offer letter. It includes important details regarding your anticipated association
with us.

[Note: For team allocation, we’ll be connecting with you]

Compensation

The Compensation will be processed as per the achievement of the targeted task. Payment segregation will be as
per the schedule mentioned in the Agreement.
However, the estimated variable will be 12000/month, it completely depends as per the work allocated and done
by you.

Commencement date

Your position will commence on 7-Mar-2024.

Notice Period

You will be required to provide a notice 30 days prior to leaving the organization. Upon completing the notice
period, your agreement will be terminated.

We look forward to welcoming you to the G2V team.

Yours Sincerely, Accepted the Job O

Grow2Viral

Sign:
Ms. Akansha Verma Name: Ayan Barui
Human Resource
Date: / /__

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

RETAINERSHIP AGREEMENT

This services agreement is executed at Noida, Uttar Pradesh on (“DOJ”) by and between:

(1) GROW2VIRAL PRIVATE LIMITED, India (hereinafter referred to as the “Company” and shall include
its directors, nominees, assigns, employees, contractors. Affiliates, agents, representatives and successors)

AND

(2) Ayan Barui

Company and Freelancer are hereinafter collectively referred to as “Parties” and individually referred to as
“Party”

NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless inconsistent with the context or otherwise specified, the following words and expressions
shall have the following meanings:

“Agreement” means this services agreement together with the annexure(s) hereto, as the same may be amended,
supplemented or modified, from time to time, in accordance with the provisions hereof.

“Days” means calendar days.

“Law” means any law, rule, regulation, ordinance, order, code, treaty, judgement, decree, injunction, permit or
decision of any central, state or local government, authority, agency, court or other body having jurisdiction over the
matter in article, as in effect, from time to time.

“Person(s)” means any natural person, limited or unlimited liability company, corporation, partnership (whether
limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency
or political subdivision thereof or any other entity that may be treated as a person under applicable Law.

"Responsible and Prudent Service Provider" means a person who in the performance of its contractual
obligations and in the general conduct of its undertaking, adopts best practices and exercises the degree of skill,
diligence, prudence, care and foresight which would reasonably and ordinarily be expected from a skilled,
internationally reputable and experienced provider of the same or similar type of services, and any reference to the
standard of a Responsible and Prudent Service Provider shall be a reference to such degree of skill, diligence,
prudence and foresight, subject however to compliance with local requirement under applicable Laws.

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

“Services” means any or all of the following services provided by Freelancer, as described in greater detail in
Annexure I:

1.2 Interpretation

Unless the context of this Agreement otherwise requires:

1.2.1 any term not defined in Clause 1.1, but defined elsewhere in the Agreement shall have the same meaning
throughout the Agreement;

1.2.2 headings to Clauses are for convenience only and do not affect the interpretation of this Agreement, a
person includes a corporate or unincorporated body, a reference to any statute or statutory provision shall be
construed as a reference to the same as it may have been, or may from time to time be, amended, modified
or re-enacted and words denoting the singular shall include the plural and vice versa and words denoting
any one gender shall include all genders; and

1.2.3 any reference to clause, or Appendix shall be deemed to be a reference to a clause, or Appendix of this
Agreement

2. TERM

This Agreement shall become effective from the Effective Date and shall subsist and remain till the organization’s
requirement.

3. PROVISION OF SERVICES

3.1 Company hereby associate Freelancer to provide and perform, and Freelancer hereby accepts the
retainership to provide, perform and deliver the Services as mentioned in Annexure-I.

3.2 The Services shall be performed by Freelancer subject to the terms and conditions of this Agreement and on
the following basis:

● the Services shall be provided by Freelancer on an exclusive basis and work made for hire;

● the appointment of Freelancer by the Company to provide Services is not an appointment of an agent by a
principal;

● nothing contained in this Agreement shall be construed as creating a partnership or employer-employee

relationship between the Parties; and

● The Freelancer is not entitled to worker’s compensation, retirement, insurance or other benefits afforded to
the employees of the Company.

3.3 Freelancer shall devote reasonable and adequate time and effort as it deems commercially reasonable under
the circumstances to render the Services contemplated under this Agreement.

3.4 Freelancer shall strictly adhere to the timeline specified in Annexure I of this Agreement or communicated

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

by the Company from time to time. The Freelancer shall provide the Services as a Responsible and Prudent
Service Provider. In case of any non-compliance with the prescribed timelines, the Company will have the
right to retract the assigned work from the Freelancer. It is also agreed by the Freelancer that in an event the
Company requires any modification or alteration of the work, based on the feedback of the company either
in part or in entirety as provided under the ambit of Services, the Freelancer will provide, at no additional
cost to the Company, such altered or modified work within a period of 24 (Twenty-Four) hours of such
request being made by the Company.

3.5 Company shall be responsible for providing necessary infrastructure, which may include content and
material on a requirement basis to Freelancer for rendering of Services and as provided in Annexure I.

4. FEES AND PAYMENTS

4.1 Unless otherwise agreed between the Parties and subject to Clause 4.4, the fees for the Services (“Fees”)
and the manner of payment thereof shall be as set forth in Annexure II hereof.

4.2 Any and all fee paid pursuant to this Agreement is the fees being paid only towards provision of Services
by Freelancer. Subject to the review of the questions framed by the Freelancer by the quality check team
("QC Team”) of the Company and the company’s experts, Fees shall be payable for such questions that are
counted as correct. In an event, the QC Team rejects the questions framed, the Freelancer, at its own cost
and time shall modify and revise the questions to the extent necessary to get the content approved by the
QC Team. Such questions that are modified and have received approval by the QC Team and company’s
experts will be counted as correct questions for the purposes of payment of Fees.

4.3 In the event that a withholding tax or deduction is required by applicable Law to be paid by Company in
respect of the Fees, Company will pay the Fees for the Services net of the required withholding or
deduction. All Fees payable to Freelancer under this Agreement shall be made after deducting 10% (Ten
Percent) of Fees as TDS (tax deducted at source) as per section 194 J (b) of the Income Tax Act, 1961.

4.4 In the event that Freelancer is required to provide services beyond the scope of the Services provided in this
Agreement, the Parties shall mutually agree upon the terms and payment of consideration in relation
thereto. Further, the Company at its own discretion can withhold or deduct any Fees payable to the
Freelancer, subject to the Freelancer not performing as per the terms of the Agreement, and/or the
Freelancer failing to work or render Services as per the timelines stipulated by the Company and/or in an
event of any negative feedback from a third-party/company on the quality of Services being rendered by the
Freelancer.

5. REPRESENTATIONS & WARRANTIES

5.1 General Representation and Warranties

● The Freelancer represents and warrants to the Company that:

● once duly executed this Agreement shall constitute its legal, valid and binding obligations enforceable in
accordance with the terms hereof; and

● the execution, delivery and performance of this Agreement has been duly authorized by all requisite actions and
will not violate or contravene any material provisions of applicable Laws, or violate or contravene any
provisions of any indenture, agreement, document or instrument to which it is a party or by which it or its
property may be bound or affected.

● Freelancer has clearly understood the scope of Services required to be provided by the Freelancer, and is
qualified and sufficiently skilled and competent to render Services contemplated under this Agreement.

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

● All credentials and information shared by the Freelancer pertaining to qualification, knowledge and skill fitness
is true and correct.

● Freelancer shall use its best efforts, skills and care in provision of the Services under this Agreement, and
further undertake to make best efforts to ensure that the provision of Services under this Agreement is in
accordance and in line with the prevailing industry standards and practices.

● Freelancer shall not, partially or wholly, assign or delegate to any third party or any other persons, any work or
Services that Freelancer has undertaken to perform and render as per the terms of the Agreement.

6. TERMINATION

6.1 This Agreement may be terminated:

● by mutual consent of the Parties in writing;

● by the Freelancer, subject to a notice period of 30 (Thirty) days in the event Company
breaches any of its obligations under the Agreement. In the event Freelancer fails to provide notice to the
Company, the Company shall withhold from paying any Fees due that is payable to the Freelancer for the work
completed prior to the termination.

● by Company, subject to a notice to a period of 15 (Fifteen) days, and immediately without giving any notice in
the event of breach of obligations by Freelancer under the Agreement and/or in the event of any negative
feedback from the company/third-party of the Company with respect to the Services being provided by the
Freelancer.

6.2 Any termination of this Agreement shall be without prejudice to any claim or rights of action which have previously
accrued to any Party hereto against the other Party, and further, shall not in any manner whatsoever relieve any Party of its
obligations (including payment obligations), which have arisen/accrued on or up to the date of such termination of this
Agreement.

6.3 The provisions of Clause 6 (Termination), Clause 7 (Indemnity), Clause 9 (Confidentiality), Clause 12.1(Governing
Law), 12.2 (Exclusive Jurisdiction) and 12.3 (Arbitration) shall survive the termination of this Agreement pursuant to this
Clause.

7. INDEMNITY

7.1 Freelancer shall indemnify, defend and hold harmless Company, from and against any and all losses,
damages, claims, fines, fees, penalties, interest obligations, deficiencies, and expenses (including amounts paid in
settlement, interest, court costs, reasonable out-of-pocket fees and expenses of investigators, attorneys, accountants,
financial advisors and other experts, and other out-of-pocket expenses of litigation) suffered or incurred by him, as a
result of, arising from, or in connection with or relating to (a) any matter inconsistent with, or any breach or inaccuracy
of any representation, warranty, covenant or agreement made by Freelancer; (b) failure to perform (whether in whole or
part) any obligation required to be performed by Freelancer pursuant to this Agreement; (c) any claims or demands
raised or made, or proceedings initiated, by any third party against Company in relation to the subject matter of this
Agreement; or (d) any malicious, unjust or baseless claim(s) put forth by the Freelancer against the Company.

7.2 The Freelancer may from time to time be provided direct access to the company’s portal in order to perform and
render Services as per the terms of the Agreement. In the event the Freelancer utilizes or appropriates any data
available on the company’s portal in a manner that is detrimental to the company’s interest and such
appropriation or utilization results in any loss or damage to the company, the Company and the Freelancer agree
that the Company shall bears no costs for such damages and in such cases the Freelancer shall bear all costs and
compensate the company for all damages that arises due to such utilization and appropriation of company’s
data, in an event any claim is made to the Company by any third-party regarding any action, inaction,

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

utilization, illegal utilization and appropriation of company’s data, the Freelancer at its own cost will indemnify
the Company to the fullest extent of that Claim in addition to any claims made above in Clause 7.1.

7.3 The indemnification rights of the Indemnified Persons under this Agreement are independent and in addition to
other rights and remedies available under Law or equity.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 The Parties agree that Company is and shall at all times remain the sole and absolute owner of the work provided
by Freelancer, including any and all rights thereunder and all intellectual property owned by it as on the date of
this Agreement, including any contents and materials provided to the Freelancer.
8.2 The Parties acknowledge that performance of Services under this Agreement would result in discovery, creation or
development of copyright, designs, processes, methods, techniques, improvements, strategies, data and/or other
original works of authorship and other intellectual property rights (“Intellectual Property”) and Freelancer agrees
and acknowledges that all rights, title and interest in and to the Intellectual Property upon the creation of the same,
shall always fully and absolutely vest in Company.
8.3 The Parties agrees that nothing in this Agreement is indented to, nor shall be constructed to vest in, transfer or to
otherwise convey to Freelancer any right, title or interest in the Intellectual Property and Freelancer shall have no
right to acquire any right, title or interest in the same by lapse of time or otherwise.
8.4 Freelancers shall not have a right to Transfer the Intellectual Property or any rights thereunder to a third party.
Freelancer shall effect and maintain adequate security measures to safeguard the Intellectual Property provided to
it from use by any unauthorized person, at its own cost.
8.5 Immediately upon termination of this Agreement for any reason whatsoever, Freelancer shall return to Company
all content, material and Intellectual Property including copies thereof.

9. CONFIDENTIALITY

9.1 Each Party shall keep all trade secrets, knowledge, data or other information relating to the other Party,
information relating this Agreement (“Information”) confidential. Except as provided in this Clause 10, each Party
agrees to hold in confidence and not use, disclose or reveal to any Person, Information disclosed to it by the other
Party. None of the Party shall issue any public release or public announcement or otherwise make any disclosure
concerning this Agreement, and/or the transaction, without the prior approval of the other Party; provided however,
that nothing in this Agreement shall restrict any of the Parties from disclosing any information as may be required
under applicable Law subject to providing a prior written notice of seven (7) days to the other Party.

9.2 The Freelancer also agrees that promptly after termination of the Agreement for any reason, the Freelancer shall
return to the Company all property of the Company then in his possession, including without limitation, papers,
documents, computers, software, computer disks, data files, vehicles, keys, credit cards and Information, and shall
neither make nor retain copies of the same and shall confirm in writing to the Company regarding the same.
9.3 Nothing contained herein shall affect the right of the Parties to disclose any Information to their employees,
directors, officer, or professional advisers including to their Affiliates, subject to obligations of confidentiality
substantially similar to those as applicable to the disclosing Parties hereunder, and/or to any of the regulatory
authorities or other person as required under applicable Law.

10. INDEPENDENT CONTRACTOR

10.1 Freelancer shall perform the Services in its capacity as an independent contractor. Freelancer shall not, by reason of
this Agreement or the performance of the Services, be or be deemed to be, an employee, agent or partner of Company.

10.2 Freelancer shall not have or be deemed to have, fiduciary obligations or duties to Company and shall be free to
pursue, conduct and carry on for its own account (or for the account of others) such activities, employments, ventures,
businesses and other pursuits as Freelancer in its sole, absolute and unfettered discretion, may elect.

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

11. NON- CIRCUMVENTION

During the Term of this Agreement, the Freelancer agrees not to contact, initiate contact, or attempt to do business, either
directly or indirectly with any company, customer or other Persons, or otherwise referred by the Company to the Freelancer
for the purpose of circumventing, the result of which shall be to prevent the Company from realizing a profit, fees, or
otherwise, without the specific written consent of the Company. If such circumvention shall occur, the Company shall be
entitled to any commissions due relating to such transactions made by the Freelancer

12. SOCIAL MEDIA POLICY

Company recognizes the role social media plays in modern communication. As such, we respect the right of Freelancer to
use social networks for self-publishing and self-expression while adhering to our organizational guidelines. This social
media policy exists to ensure Freelancer, regardless of their association with the company, to use their social accounts in
safe and effective fashions, which does not Affect the Company as well as its image in any way.

The word Social Media includes:

● Popular social networks such as Twitter and Facebook

● Photo-sharing websites such as Pinterest and Instagram

● Professional social networks such as LinkedIn

● Discussion forums such as the ones found on Reddit

● Question and answer-based networks such as Quora and Yahoo Answers

● Review systems such as Yelp and Google Reviews.

UNDERSTANDING

● Company does not distinguish between “personal time” and “work hours” usage, or personal devices and
organisation-provided equipment. a freelancer at all times acts as a representative of a company
regardless of how or when the freelancer is posting on social media.

● Freelancer will be held personally liable for any commentary that is considered defamatory, obscene,
proprietary or libellous by any offended party up to and including Grow2Viral.

● Freelancer is prohibited from posting company’s name, trademark or logo or any company-privileged
information, including but not limited to: copyrighted information or company-issued documents unless
authorised by Grow2Viral.

● Freelancer is prohibited from promoting personal projects or endorsing other brands, causes or opinions
without the use of a disclaimer to separate Freelancer’s personal uses with those of Grow2Viral.

● If the Freelancer has a problem with the company, discuss the same within the company with the
Superiors, Designated HR Managers & Legal Team so Appointed by Grow2Viral to Deal with such
Issues as with and not on social media, no positive outcome can come out of the same.

● Freelancer is strictly prohibited from harassing, discriminating or disparaging any employee, students
and their guardians or anyone affiliated with or doing business with the Company.

● Any rumors, slander, or confidential information shared via social media or otherwise may have a
significant negative impact on this company and its reputation. Legal action may be brought against the
individual responsible for the publication or of this information.

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

● Freelancers are responsible for ensuring that their online activities do not interfere with their ability to
perform their job, or to fulfil commitments to their managers, co-workers or company’s.

● Freelancer should not, under any circumstances, disclose any personal information about the company
or its employees including other stakeholders.

● Freelancers should not disclose confidential information about the company, its practices, or any
information meant to be shared only with fellow members/freelancer/employees.

13. MISCELLANEOUS

13.1 This Agreement shall be governed by and construed in accordance with the laws of India without regard to its
conflicts of law provisions.

13.2 Freelancer agrees that the breach of the provisions of this Agreement by Freelancer will cause the Company
irreparable damage for which recovery of money damages would be inadequate. Company will, therefore,
be entitled to obtain timely injunctive relief to protect its rights under this Agreement in addition to any and
all remedies available at law or in equity.

13.3 If any dispute and/or difference arises out of or in connection with any of the terms of this Agreement shall,
the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable
settlement shall be considered to have failed if not resolved within 30 (thirty) days from the date of the
dispute. Failing such amicable resolution, such dispute or difference shall be referred to arbitration by a sole
arbitrator appointed mutually by the Parties to be conducted as per the Arbitration and Conciliation Act,
1996. The venue of the arbitration shall be Noida, UP (India) and the arbitration proceedings shall be
carried out in English language. The arbitral award shall be final and binding on Parties.

13.4 Freelancer shall not assign any of its rights or obligations under this Agreement without the prior written
consent of the Company. Company may assign this Agreement to any entity that succeeds to all or
substantially all of its business or assets or stock, whether by sale, merger, reorganisation, consolidation or
otherwise. This Agreement shall be binding upon and inure to the benefit of Company, its successors and
assigns.

13.5 Any notices or communications under this Agreement shall be in writing and be delivered on the
address/email set forth below:

1. If to the Company:

Email: [[email protected]]

13.6 This Agreement may be amended or supplemented only by a writing that is signed by duly authorised
representatives of both parties.

13.7 No term or provision hereof will be considered waived by the Company, and no breach excused by it, unless
such waiver or consent is in writing signed by an authorized representative of the Company. No consent to,
or waiver of, a breach by the Company, whether express or implied, will constitute a consent to, waiver of,
or excuse of any other, different, or subsequent breach by the Freelancer.

13.8 If any part of this Agreement is found invalid or unenforceable, that part will beamended to achieve as nearly
as possible the same economic and legal effect as the original provision and the remainder of this Agreement will
remain in full force.

13.9 This Agreement constitutes the entire agreement between the parties relating to this subject matter and
supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

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

On behalf of Grow2Viral Name of the Freelancer

Ayan Barui

Ms. Akansha Verma

Human Resource

(Signature Above)

DATE: DATE:

ANNEXURE I

DESCRIPTION OF SERVICES AND TIMELINES

● Submission of the assigned task should be done on informed deadlines.

● Incentives and penalties will be communicated over mail in the future.

ANNEXURE II

DESCRIPTION OF FEES AND CHARGES

● Payments will be credited for the questions selected by the reviewers.

● Payments would be made on a monthly basis.

● The compensation paid out will depend on the approval of your work.

● Pricing structure should not be disclosed among your fellow team members.

● 10% TDS will be deducted from your final payment, which you can claim in the ITR.

For Grow2Viral
 GROW2VIRAL TECHNOLOGIES LLP
LLPIN: ACA-8007 || PAN: AAZFG5995M || GSTIN: 09AAZFG5995M1Z0
Head Office: B-59, Ground Floor, B Block, Noida, Uttar Pradesh, 201301
Email ID: [email protected]

● Grow2Viral will have the complete rights to use the curated content on their platform.

For Grow2Viral