Founder and advisor agreement

FOUNDERS' AND ADVISOR SERVICES AGREEMENT

THIS FOUNDERS' AND ADVISOR SERVICES AGREEMENT (the "Agreement") is made and entered into at Place of execution on this Date of execution (the "Effective Date")

BY AND BETWEEN

AND

The Company and the Founder-Advisor are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS:

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

1.2 Headings are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa.

2. APPOINTMENT AND SERVICES

2.1 The Company hereby appoints the Founder-Advisor as an advisor to the Company with effect from the Effective Date, and the Founder-Advisor hereby accepts such appointment, to provide the following services (the "Services"):

2.2 The Founder-Advisor shall devote the following time commitment to the Services: Time commitment to the services per Period for time commitment (e.g., hours per week).

2.3 The Founder-Advisor shall render the Services Mode of rendering services (e.g., remotely and/or at the company's office), and shall comply with all reasonable directions of the Board and all applicable laws, including the Companies Act, 2013.

2.4 This appointment is advisory in nature and does not, of itself, constitute an employment relationship. Nothing in this Agreement shall be construed as creating an employer–employee relationship between the Company and the Founder-Advisor in respect of the Services, save to the extent the Founder-Advisor separately holds employment or directorship with the Company under a separate written instrument.

2.5 The Founder-Advisor shall not, during the term of this Agreement, engage in any activity that constitutes a Conflict of Interest, including advising any competitor of the Company in the same domain, without prior written consent of the Board. "Conflict of Interest" means any circumstance in which the personal, financial or professional interests of the Founder-Advisor conflict, or reasonably appear to conflict, with those of the Company.

3. CONSIDERATION AND EQUITY

3.1 As consideration for the Services, the Founder-Advisor shall be entitled to the following:

3.2 Goods and Services Tax. Any fee payable under Clause 3.1(a) shall, if the Founder-Advisor is registered under the Central Goods and Services Tax Act, 2017, be increased by the applicable GST, and the Founder-Advisor shall issue a valid tax invoice for each payment.

3.3 Equity Grant and Vesting. Subject to approval of the Board and shareholders of the Company and compliance with the Companies Act, 2013 and the Foreign Exchange Management Act, 1999 (in case of non-residents), the Founder-Advisor shall be granted or shall hold Equity Securities as follows:

3.4 Acceleration. In the event of Events triggering vesting acceleration, vesting shall Terms of vesting acceleration.

3.5 Leaver Provisions.

3.6 The Founder-Advisor shall be bound by all lock-in, transfer restrictions, pre-emption rights, and rights of first refusal contained in the Company's articles of association and any shareholders' agreement of the Company.

4. INTELLECTUAL PROPERTY

4.1 All IP, including all inventions, works, code, designs and materials, conceived, created or developed by the Founder-Advisor, solely or jointly, in the course of rendering the Services or using the Company's resources or Confidential Information (the "Work Product"), shall vest in and be the absolute property of the Company from the moment of creation, and to the extent any such rights do not vest automatically, the Founder-Advisor hereby assigns all such rights to the Company in perpetuity, throughout the world.

4.2 The Founder-Advisor waives, to the extent permitted by law, all moral rights under the Copyright Act, 1957 in the Work Product in favour of the Company, and shall not assert any such rights against the Company.

4.3 The Founder-Advisor shall promptly disclose to the Company all Work Product, execute all documents and do all acts (including deeds of assignment and filings) as the Company may reasonably require to perfect, register, defend or enforce the Company's rights in the Work Product, at the Company's cost. This obligation survives termination of this Agreement.

4.4 Prior IP. The Founder-Advisor shall declare in Schedule A all IP owned by him/her prior to the Effective Date that is used in or relevant to the Business (the "Prior IP"). To the extent the Company requires a licence to any Prior IP, the Founder-Advisor hereby grants the Company a perpetual, irrevocable, royalty-free, worldwide, transferable and sublicensable licence to use such Prior IP for the Business.

5. CONFIDENTIALITY

5.1 The Founder-Advisor shall keep all Confidential Information strictly confidential, use it solely for the Business, and disclose it only to those persons who need to know it for the Business and who are bound by confidentiality obligations no less stringent than those herein.

5.2 The obligations under this Clause 5 shall survive termination of this Agreement for a period of Confidentiality survival period from the date of termination, and shall apply in perpetuity to trade secrets.

5.3 Upon termination or on the Company's request, the Founder-Advisor shall promptly return or destroy all Confidential Information in his/her possession or control, save for copies required to be retained by law.

6. NON-COMPETE, NON-SOLICITATION AND NON-DISPARAGEMENT

6.1 During the term of this Agreement and for a period of Non-compete period thereafter, the Founder-Advisor shall not, directly or indirectly, whether alone or with others, carry on, be engaged in, or be interested in any business that competes with the Business within Non-compete territorial scope.

6.2 During the term of this Agreement and for a period of Non-solicitation period thereafter, the Founder-Advisor shall not solicit or entice away any employee, director, customer, vendor or other business associate of the Company with whom he/she dealt in the course of the Services.

6.3 The Parties shall not make any statement or do any act that disparages or is reasonably likely to disparage the other Party, its business, directors, officers or shareholders.

6.4 The Parties acknowledge that the covenants in this Clause 6 are reasonable and necessary for the protection of the Company's legitimate business interests, and severable in the event any part is held unenforceable.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (c) its execution and performance of this Agreement does not violate any applicable law, court order, or agreement binding upon it.

7.2 The Founder-Advisor further represents and warrants that: (a) the Services and Work Product shall be original and shall not infringe the IP or other rights of any third party; (b) he/she is not restricted by any agreement or court order from performing this Agreement; and (c) all information furnished to the Company is true, complete and not misleading.

7.3 The Company further represents and warrants that the Equity Securities, when issued or transferred, shall be duly authorised, validly issued and shall comply with the Companies Act, 2013 and the applicable rules thereunder.

8. INDEMNITY

8.1 The Founder-Advisor shall indemnify, defend and hold harmless the Company, its directors, officers and employees from and against all losses, damages, claims, penalties, costs and expenses (including reasonable legal fees) arising out of: (a) any breach of this Agreement by the Founder-Advisor; (b) any claim that the Work Product infringes third-party rights, to the extent arising from the Founder-Advisor's acts or omissions; or (c) any misrepresentation by the Founder-Advisor under Clause 7.2.

8.2 The Company shall indemnify the Founder-Advisor against losses arising from any breach of this Agreement by the Company or any claim by a third party that the Company's instructions to the Founder-Advisor infringed such third party's rights.

8.3 The provisions of this Clause 8 shall survive termination of this Agreement.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and continue for an initial term of Initial term of the agreement, unless terminated earlier in accordance with this Clause 9.

9.2 Either Party may terminate this Agreement by giving Notice period for ordinary termination prior written notice to the other Party.

9.3 The Company may terminate this Agreement with immediate effect by written notice if the Founder-Advisor: (a) commits a material breach of this Agreement which is not cured within Cure period for material breach of written notice; (b) is guilty of fraud, misappropriation, gross negligence or misconduct; (c) becomes insolvent, is adjudicated insolvent, or makes a general arrangement with his/her creditors; or (d) is convicted of an offence involving moral turpitude.

9.4 The Founder-Advisor may terminate this Agreement with immediate effect by written notice if the Company commits a material breach which is not cured within Cure period for material breach of written notice, or if the Company fails to pay any amount due hereunder within Cure period for payment default of written notice.

9.5 Upon termination: (a) the Founder-Advisor shall cease rendering the Services and return all Confidential Information and Company property; (b) Clauses 3.5, 4, 5, 6, 8, 10, 11 and 12 shall survive; and (c) accrued rights and liabilities shall not be prejudiced.

9.6 Termination of this Agreement shall not by itself terminate the Founder-Advisor's status as a shareholder, which shall be governed by the Company's articles of association and any shareholders' agreement, read with Clause 3.5.

10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1 This Agreement shall be governed by and construed in accordance with the laws of India, and the courts at City of exclusive jurisdiction shall have exclusive jurisdiction, subject to Clause 10.2.

10.2 Arbitration. Any dispute arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall first be sought to be resolved by good-faith negotiation between the Parties for a period of Good-faith negotiation period before arbitration; failing resolution, such dispute shall be referred to arbitration by a sole arbitrator mutually appointed by the Parties, or failing agreement, appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Seat and venue of arbitration, and the language of the arbitration shall be English. The award of the arbitrator shall be final and binding. Subject to the above, the courts at City of exclusive jurisdiction shall have exclusive jurisdiction.

10.3 Nothing in this Clause 10 shall prevent a Party from seeking interim or injunctive relief from a competent court to protect Confidential Information or IP.

11. MISCELLANEOUS

11.1 Amendment. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties (and, where required, approved by the Board and shareholders of the Company in accordance with the Companies Act, 2013).

11.2 Assignment. The Founder-Advisor shall not assign this Agreement or any rights hereunder without the Company's prior written consent. The Company may assign this Agreement to a successor in a merger, demerger or sale of the Business.

11.3 Notices. All notices shall be in writing and delivered by hand, registered post with acknowledgment due, or email to the addresses set out in Schedule B, and shall be deemed served Deemed service timing for notices.

11.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the Parties shall substitute a valid provision that most closely reflects the intent of the invalid provision.

11.5 Waiver. No failure or delay by a Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude further exercise of that or any other right.

11.6 Entire Agreement. This Agreement, together with its Schedules, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements, understandings and representations, whether written or oral.

11.7 Further Assurance. Each Party shall execute such further documents and do such further acts as may reasonably be necessary to give full effect to this Agreement.

11.8 Relationship of Parties. Nothing in this Agreement shall be deemed to create a partnership or agency between the Parties, and neither Party shall have authority to bind the other.

11.9 Stamp Duty and Registration. The Parties shall bear and pay stamp duty on this Agreement at the rates applicable in the State of State where the agreement is stamped; each Party shall bear Party bearing stamp duty of such stamp duty.

11.10 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

SCHEDULE A — DECLARATION OF PRIOR INTELLECTUAL PROPERTY

SCHEDULE B — ADDRESSES FOR NOTICES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day, month and year first above written.

SIGNED AND DELIVERED by the within-named "Name of the company"

through its authorised signatory:

Designation: Designation of company signatory

SIGNED AND DELIVERED by the within-named "Name of founder-advisor"

WITNESSES:

Address: Address of first witness

Address: Address of second witness