SERVICE AGREEMENT

This Master Service Agreement (“Agreement”) is made and executed at ___________on _________ (“Effective Date”)

BY AND BETWEEN:

Yoma Technologies Private Limited (CIN: U72900HR2012PTC045596) having its registered office at 3rd Floor, Plot No 48, Sector 44, Gurugram, Haryana, 122002 (hereinafter referred to as “Yoma” or “Client”, which expression shall include its successors and permitted assigns), of the FIRST PART;

The entity name______________(hereinafter referred to as “Service Provider”, which expression will, unless repugnant to the context or meaning thereof, be deemed to mean and include its administrators, successors in interest, and permitted assigns) of the SECOND PART.

The Client and the Service Provider may individually be referred to as “Party” and collectively as “Parties”.

WHEREAS:

A. The Client is a leading IT staffing Company which focuses on creating more relevant platforms to provide the right resource based on the client's requirements but also helps manage the workforce without any hassle.

B. The Client wishes to use the Products and services of the Service Provider more particularly mentioned and described in detail in the Annexure I to this Agreement.

C. The Service Provider has represented to the Client that it has the requisite skills, expertise, authorizations, licenses, approvals, registrations and capability to perform and carry out the services (“Services”).

D. Relying on the representations and warranties made by the Service Provider, the Client has agreed to appoint the Service Provider to provide the Services from the Effective Date, and the Service Provider has agreed to provide such Services to the Client as per this Agreement.

E. In consideration of the above recitals and the mutual benefit and promises, the Parties are entering into this Agreement.

1. DEFINITION AND INTERPRETATION

1.1. Definitions: The terms not defined elsewhere in this Agreement, unless the context requires otherwise, will have the meaning assigned/ascribed to them in this Clause:

1.1.1. “Affiliate” means any corporation, company, partnership, joint venture, association, trust, other legal entity, or individual that controls, is controlled by, or is under common control with one of the Parties.

1.1.2. "Applicable Law" includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, tribunal, board, court, or any direction issued by any Regulatory Authority.

1.1.3. "Business Day" means any day on which the Client is open for business.

1.1.4. "Confidential Information" shall mean all Proprietary Information, technical data, intellectual property, trade secrets, or know-how, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering specifications and test specifications, marketing, finances, forecasts, procurement requirements, or other business plans of the CLIENT. It will include all information in any form or medium (including, without limitation, information in written, oral or machine-readable form) relating to the business or affairs of the CLIENT and its clients, including (without limitation) information relating to existing systems, software, hardware, products and services, and those in development, and marketing plans, details of employees, price sensitive information and business strategies etc. The Client shall have no obligation to specifically identify any information as to which the protection of this Agreement extends by any notice or other action. Further, Confidential Information shall also include any information of whatsoever nature and form, obtained from the Client directly or indirectly, to the extent that such information is considered confidential.

1.1.5. "Effective Date" shall have the meaning ascribed to it in Clause 4 of this Agreement.

1.1.6. "Government" shall mean the government of the Republic of India ("GOI") or any state government in the Republic of India ("State Government").

1.1.7. "Government Authority" shall mean any government department, local authorities (such as corporation, municipality or panchayat), commission, board, Service Provider, regulatory authority, instrumentality, court, tribunal or other judicial or administrative body having jurisdiction over the matter in question including the Government.

1.1.8. "Intellectual Property Rights" shall mean trademarks, service marks, trade names, domain names, get-up, logos, patents, inventions, registered and unregistered design rights, copyrights, database rights and all other similar rights in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.

1.1.9. "Proprietary Information" means and includes, but is not limited to, CLIENT's information about different software programs, source code, object code, algorithms, technical functions, domain names, processes, applications, data, ideas, techniques, concepts, discoveries, inventions, works of authorship, business plans, Client lists, user information, Service Provider data, Client data, operational data, terms of compensation and experience levels of employees, and other information concerning the actual or anticipated business, research or development, prices and pricing structures, marketing and sales information, competitive analysis, and any information and materials relating thereto, or which is received in confidence by or for the CLIENT, whether or not it is in written or permanent form.

1.1.10. "Services" shall mean the services as set out Annexure 1 hereto to be rendered by the Service Provider to the Client on the terms and conditions mutually agreed upon between the Parties.

21. ENTIRE AGREEMENT

This Agreement, together with the Annexure(s) issued under this Agreement:

(i) Embodies the final, complete, and exclusive understanding between the Parties with respect to its subject matter and constitutes the entire agreement and all the covenants, promises, agreements, warranties, representations, conditions, and understandings between the Parties;

(ii) Replaces, terminates, and supersedes all previous agreements, negotiations, understandings, or arrangements between the Parties, whether oral or written;

(iii) May be signed in two or more counterparts, each of which will be an original and all of which will constitute one and the same document;

(iv) May only be amended in writing, signed by an authorized officer of each Party; and

(v) The Agreement may be executed by way of electronic signature, which shall be treated as original instruments. Each electronic signature shall be deemed to have the same effect as a handwritten signature for the purpose of validity, enforceability, and admissibility.

22. SURVIVAL

The following Clauses will survive the expiration or termination of the Agreement: Intellectual Property, Confidentiality, and Limitation of Liability shall survive the termination or expiry of this Agreement.

23. INDEPENDENT CONTRACTOR

Under this Agreement, the Parties are acting as independent contractors. This Agreement does not create a joint venture, partnership, principal-agent, or employment relationship between the Parties. Any statement, representation, or commitment made by a Party will not be binding on the other Party without the consent of such Party.

IN WITNESS WHEREOF, the Parties have signed this Agreement by their duly authorized representatives, to be effective as on the Effective Date, although actually signed by the parties on the dates shown below their respective signature.

For the Client:	For the Service Provider:
By: Authorized Signatory	By: Authorized Signatory