RECRUITMENT SERVICE AGREEMENT

This Recruitment Service Agreement (the "Agreement") is executed and is effective from 01-Mar-2024 ) at
Bangalore, Karnataka, India.

BY AND BETWEEN:

(Client’s Name & Registered Address). (Hereinafter referred to as “Service Provider” which expression
shall unless repugnant to the context or meaning thereof shall deemed to mean and include its successors and
permitted assigns) of the First Part,.

AND

INNOVATIVE RETAIL CONCEPTS PVT. LTD, a company incorporated under the provisions of the
Companies Act, 2013 and having its registered office at << Regional Office Address>>(hereinafter referred
to as “Client” which expression shall unless repugnant to the subject or the context mean and include its
successors, nominees or assigns.) of the Second Part

RECITALS:

A. WHEREAS IRCPL is engaged in the Online Grocery Business.

B. WHEREAS the Service Provider is engaged in the business of recruitment and has the capability for
human resources search and placement.

C. WHEREAS the Service Provider represents and warrants that it has relevant know-how, resources,
skills and experience; and it desires to provide certain Services (as defined below).

D. WHEREAS the Client based on the representations, warranties and statements of the Service
Provider as contained herein, is desirous of and is agreeable to engaging the Service Provider on a
non-exclusive basis for providing such Service.

E. WHEREAS the Parties intend to enter into a business relationship for the purposes of providing
manpower to the Client.

F. NOW THEREFORE, in consideration of the mutual promises and obligations set forth herein, the
Parties hereto agree as follows:

1. DEFINITIONS:

1.1 ‘Confidential Information’ means all information that the Client has provided whether or not set
forth in writing in any form of storage, or learnt or accessed by the Service Provider for approved
purposes or otherwise, including but not limited to (a) discoveries, ideas, concepts, software in
various stages of development, specifications, business plan, models, prototypes, data, source
 code, object code, documentation, manuals, diagrams, flow charts, research, process, procedures,
“know how”, marketing techniques and materials, marketing and development plans, customer
names and other information related to customers and any financial information relating to or
developed in connection with the approved purpose or otherwise (b) business, industrial, human
resources, employee compensation, marketing, commercial, operating, technical and
administrative, processes/ procedures / methods / conditions / information (c) customer
information and particulars and (d) any system, analytical engine, technology in various stages of
development (including without limitation, computer software processes or other information
embodied in specifications) and (e) any information disclosed to the Service Provider by any third
party under obligations of confidentiality to the Client (f)contents of this Agreement.

2. NON-DISCLOSURE & CONFIDENTIALITY OBLIGATIONS

2.1 The Service Provider agrees that the Confidential Information is of substantial value to the Client
and that unauthorized use / disclosure thereof, including breaches of Representatives, would have
a material adverse effect on the Client and hence acknowledges that it will:

(i.) take all necessary and reasonable actions to maintain the confidentiality of the Confidential
Information disclosed to it;
(ii.) not disclose the Client’s Confidential Information without its prior written consent, to any
person except to its representatives, with a need to know for the approved purposes, provided
the representatives are informed of its confidential nature and the related confidentiality
obligations and are bound by confidentiality obligations similar to those contained herein;
(iii.) not use the Confidential Information of the Client for any purposes other than the Approved
purposes; and
(iv.) immediately inform the Client as soon as it becomes aware of any violation of the obligations
herein specified
(v.) not store any of the Client’s information in any database
(vi.) not use the brand name or logo of the client for any purpose without the client’s prior consent.
Notwithstanding the above, the Service Provider shall have no obligation with respect to any
Confidential Information, which is (i) known to the Service Provider prior to disclosure by the Client;
or (ii) at the time of that disclosure, or comes thereafter, in the public domain other than pursuant
to a breach of this Agreement by the Service Provider; or (iii) rightfully received from a third party
without restriction on further disclosure and without breach of the provisions of this Agreement; or
( iv) required to be disclosed by law or at the request of any governmental body or court of law;
provided that the Client is given prior notice and an opportunity to defend / restrict such
disclosure.

2.2 Survival of obligations

The obligations under this Agreement shall survive the expiration or termination of this Agreement
and shall remain in full force & effect.
 3. RETURN OF INFORMATION

The Service Provider agrees to return/deliver to the other Party all the Confidential Information of
the Client on the expiry of the term of this Agreement or on demand by the Client. However, return
of the Confidential Information shall not release the Service Provider from its obligations under this
Agreement.

4. FEES.

4.1 The Client shall pay fees to the Service Provider for the Services, in accordance with Annexure A
annexed hereto (“Fees”). The Service Provider acknowledges and agrees that other than the Fees,
agreed to be paid by the Client to the Service Provider under this Agreement, the Client is not liable or
obligated to pay any other sums of money to the Service Provider for the provision of Services
hereunder. The Service Provider acknowledges and agrees that the obligation of the Client to pay Fees
shall only kick-in if the candidate accepts the position, as a result of the Service Provider’s referral.
Goods and Services Tax (GST) as applicable would be charged by Service Provider.

4.2 The Service Provider will raise the GST compliant invoice on 2 nd day of every month and hard copy of
the same to be submitted on 4 th day of every month. The Service Provider shall be paid by the Client
within 45 ( forty five) of the raising of invoice. The invoice amount has to be honored by the Client.
The Service Provider represents and warrants that they are not registered as Composite/E
Commerce/Restaurant or any other class where, input credit on purchase of taxable material or on
receiving of taxable services from us is not eligible under GST Act/Rules. The Service Provider shall
ensure to charge GST at the prescribed rate on all invoices raised by the Service Provider and shall
deposit the GST amount with the government in compliance with the GST requirements.

4.3 The Service Provider shall file GST return within the required time and shall ensure to provide correct
GST number and GST charged in the GST Return. The Service Provider shall provide the Client with
required support/documents as may be required under GST law or by tax department to allow the
Client to claim input tax credit as eligible.
[4.4]

4.4[4.5] The Client reserves the right to set-off, deduct, withhold any amounts from out of the payments
due and payable by the Client to the Service Provider under the terms of this Agreement or any other
Agreement against any sums of money in respect of which the Service Provider may be indebted or in
default to the Client under this Agreement or under any other contract or pursuant to any other
liability of the Service Provider to the Client. Notwithstanding the above, the Service Provider agrees
to indemnify the Client for any loss or damages or any cost incurred by the Client to settle any
prosecution or demand under GST law arising due to Service Provider’s non-compliance with the
requirements of GST Act/rules or on account of incorrect declaration.

4.5[4.6] The Service Provider agrees that the Fees to be paid to the Service Provider shall be subject to the
deduction of applicable taxes and the Service Provider undertakes to collect and pay to the
Government authorities the applicable taxes from time to time. Both Parties undertake to comply with
their tax obligations and agree to immediately indemnify each other for any non-compliance of the
said tax obligations.

5. INDEPENDENT SERVICE PROVIDER

1.1. The Client hereby relying on the representations of the Service Provider engages the Service Provider to
perform the Services on an independent Service Provider basis. Nothing in this Agreement is intended
to, or should be construed to create a relationship of employee and employer between the Service
Provider and the Client or any of its employees or agents. This Agreement is on principal-to-principal
basis and nothing in this Agreement shall create or be construed to create any partnership or joint
venture between the Parties and neither Party shall have any authority to enter into agreements on
behalf of either Party or make any representations thereof or otherwise bind the other Party.

6. SCOPE OF WORK, FEES, TERMS AND CONDITIONS FOR SERVICES.

The Service Provider shall be engaged by the Client to provide specific search and recruitment
Services to Client during the stipulated contract period. The Service Provider shall provide
recruitment Services to the Client based on the requirements set forth by the Client. In the event
the Client requests additional services, the scope of such additional services shall be as agreed in
writing by the Parties and shall be governed by this Agreement or by way of addendum to this
Agreement. The same is briefly discussed in “Annexure A”

7. REMEDY FOR BREACH

It is understood and agreed between the Parties that any breach of the obligations of
confidentiality contained in this Agreement (including breaches of Representatives) may cause the
Client significant loss and /or damage(direct and indirect), and would need to be indemnified by the
Service Provider to the Client in addition to any other remedies the Client may have at law or in
equity like the Client shall be entitled to seek injunctive or other equitable relief against the Service
Provider to prevent any further or continuing breach of the Service Provider’s obligations.

8. INDEMNIFICATION

The Service Provider will indemnify and hold harmless the Client and its affiliates, employees, etc.
from and against any and all liabilities, losses, damages, costs and other expenses including
attorneys and expert witnesses’ costs and fees, arising from or relating to (a) any breach of any
representation, warranty, covenant, terms, conditions or obligation of the Service Provider in this
Agreement; (b) the deficiency in Services; (iii) breach of confidentiality obligations; (iv) Non
adherence with state, city or other laws, regulations, codes or requirements &amp; safety norms.

9. REPRESENTATIONS & WARRANTIES

9.1 The Service Provider represents and warrants to the Client that:

(a.) The Service Provider is a Client duly organized, validly existing, and in good standing under the laws
of India.

(b.) The Service Provider has the full power and authority to enter into this Agreement and to perform its
obligations hereunder, without the need for any consent or other actions not already obtained.

(c.) The Service Provider shall render Services in accordance with all applicable specifications, including
functional, performance and operational characteristics described in this Agreement or as required
by the Client.

(d.) The Service Provider shall render the Services with due care and skill, in a good, timely, efficient,
professional manner.
 (e.) Nothing in this Agreement shall create or deem to create the relationship of employer - employee or
any other similar relationship between the Service Provider and Client.

(f.) The Service Provider shall ensure that all licenses, registrations (including but not limited to
registration under the Contract Labor Act), approvals and permits as required by law to operate and
maintain its license for provision of the Services are in full force and effect during the tenure of this
Agreement including any extension thereto. The Service Provider shall register and comply with all
the provisions of the applicable laws and provide Services in compliance with all laws, ordinances,
regulations and rules applicable in India. In the event of its inability to comply with the same the
Service Provider shall forthwith inform of the same.

(g.) The Service Provider shall provide a dedicated employee for providing the Services and ensure that
the employee provided for performing the Services as mentioned in this Agreement have sufficient
experience and qualifications.

9.2 The Client represents and warrants to the Service Provider that:

(a.) The Client is a Client duly organized, validly existing, and in good standing under the laws of India.

(b.) The Client has full power and authority to enter into and perform this Agreement and to perform its
obligations hereunder, without the need for any consents, approvals, or other actions, not already
obtained.

10. WORK PRODUCT AND INTELLECTUAL PROPERTY RIGHTS

The Service Provider acknowledges and agrees that all right, title and interest in and to any and all
work product resulting from the Services furnished by the Service Provider hereunder (“Work
Product”) shall be vested solely in Client, all such Work Product shall be the property of Client,
and the Service Provider shall have no right, title or interest in such Work Product. All materials
and intellectual property (including but not limited to patents, trade secrets, trademarks,
copyrights, inventions, improvements, ideas, discoveries, software and other works of
authorship), whether or not patentable or otherwise protectable, which are conceived, created or
made by the Service Provider in connection with this Engagement Letter, either alone or with
others, shall remain the property of Client.

11. FORCE MAJEURE

“Force Majeure” shall mean events, which reasonably prevent the performance of any Party’s
obligations under this Agreement. Force Majeure includes, but is not limited to act of God,
including fires, explosions, earthquakes, drought, and floods, epidemics, pandemics, war, invasion
and act of foreign enemies; rebellion, revolution, insurrection, or military or usurped power, or
civil war; acts or threats of terrorism; riot, commotion, strikes, go slows, lock outs or disorder.
Neither Party will be liable to the other Party for any breach of this Agreement, which is caused by
or results from Force Majeure, beyond its reasonable control. If one Party is affected by an event
of Force Majeure it will promptly notify the other Party of the occurrence of that event and the
 Parties will discuss and seek to reach agreement in good faith that is fair and reasonable. If the
Force Majeure event substantially prevents either Party performing its obligations under this
Agreement for a continuous period of 15 (fifteen) days, either Party may immediately terminate
this Agreement by notice in writing to the other Party as provided in Clause 12 of this Agreement.

12. TERM AND TERMINATION

12.1 This Agreement becomes effective on the date of its execution and shall continue to remain in full
force and effect for the longer period of (i) Three (3) years from the date hereof; or (ii) the period
during which any agreement for approved purposes is in force and effect.

12.2 A Party may, by serving a prior notice of 30 (thirty) days in writing to the other Party, terminate
this Agreement. Each Party may also immediately terminate this Agreement by notice in writing
to the other Party if there is a breach of terms of this Agreement and/or there is any deficiency in
the performance of other Party’s obligations under this Agreement and same is not rectified when
intimated in writing by the non-defaulting Party or an event of Force Majeure which substantially
prevents either Party performing its obligations under this Agreement for a continuous period of
15 (fifteen) days. In the event of any such termination, the Service Provider shall be compensated
prorate for Fees and expenses incurred with respect to Services performed until the date of
termination in accordance with clause 2 but will not be entitled to any additional compensation.
Notwithstanding anything, payment of any Fees to the Service Provider will be subject to an
evaluation by the Client of the performance of obligations by the Service Provider and the Fees
shall be withheld to the extent it is disputed by the Client, pursuant to such evaluation.

Client may terminate the Agreement immediately upon the occurrence of any of the following events:

i. any severe negligent or intentional breach by the Service Provider or any repeated breach of any
material term of this Agreement despite a prior warning, or
ii. any professional negligence, gross negligence or malfeasance on the part of the Service Provider
in performing its duties hereunder or rendering the Services which makes a further cooperation
of the Parties unacceptable for Client

a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing
prior to such expiration or termination. For this purpose, relevant provisions of this Agreement
relating to the provision of Services by the Service Provider shall be deemed to be in force until
performance of respective obligations by the Parties hereto and shall survive any termination of
this Agreement.

13. GOVERNING LAW & JURISDICTION

This Agreement shall be governed exclusively by the laws of the Republic of India, without regard
to its conflict of laws provisions. All matters arising out of or relating to this Agreement shall be
subject to the exclusive jurisdiction of the Courts in Bangalore, Karnataka, India.

14. DISPUTE RESOLUTION

Any dispute(s), controversy/(ies) or claim(s) arising out of or relating to this Agreement including
but not limited to the validity, interpretation, breach or termination thereof, shall be amicably
settled through mutual consultation and escalation. If the Parties are unable to settle the
dispute(s) amicably as aforesaid, within a period of 15 (fifteen) days, then any Party may refer the
 dispute(s) to arbitration in accordance with the provisions of the Arbitration and Conciliation Act,
1996, for the time being in force. Both Parties shall mutually appoint a sole arbitrator to resolve
the dispute(s). In case of disagreement as to the appointment of the sole arbitrator, the sole
arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996 and
the final award passed by the sole arbitrator shall be final and binding on both Parties. The venue
of arbitration shall be Bangalore, Karnataka, India, and the language of arbitration proceedings
shall be English. Each Party shall bear the cost of preparing and presenting its case, and the cost of
arbitration, including fees and expenses of the arbitrators, shall be shared equally by the disputing
parties, unless the award otherwise provides.

15. LEGAL RIGHTS

Notwithstanding anything contained herein, each Party shall be entitled to all the rights and
remedies available to it under law, equity and tort. Each Party, at its sole discretion, shall have the
right to initiate legal proceedings against the other Party towards the other Party’s breach of
obligations under this Agreement, and take such other actions as it may deem fit.
16. NOTICE

Notice required or permitted by the Agreement shall be in writing and shall be delivered as follows
with notice deemed given as indicated:

a. By personal delivery when delivered personally;

b. By overnight courier upon written verification of receipt;
c. By certified or registered e-mail, return receipt requested, upon verification of receipt.

Notice shall be sent to the addresses as either Party may specify in writing.

17. NON-SOLICITATION.

Service Provider agrees that during the term of this Agreement and within one year from the
termination of this Agreement, it shall not either directly or indirectly employ any or all of the
present employees of Client, whether by enticing them or otherwise.

18. TIME IS OF THE ESSENCE.

The Parties acknowledge that time is of the essence for performance of the obligations established by
this Agreement.

19. AGENCY

Nothing in this Agreement will create or imply to create a partnership, association of persons,
agency or joint venture between the Parties and neither Party may enter into any contract or
obligation, which purports to bind the other.

20. ASSIGNMENT

The Service Provider shall not assign its rights or obligation under this Agreement, in whole or in
part, to any third party without the prior written consent of the Client.

21. SURVIVAL

Expiry of the Term or termination of this Agreement shall not affect those provisions hereof that by
their very nature are intended to survive expiry or termination.

22. AMENDMENTS AND WAIVERS.

Any provision of this Agreement may be amended or waived if, and only if such amendment or
waiver is in writing and signed, in the case of an amendment by each of the Parties, or in the case
of a waiver, by the Party against whom the waiver is to be effective.

23. ENTIRE AGREEMENT

No failure or delay of any Party in exercising any right, power or remedy provided by this
Agreement shall operate as a waiver of such right, power or remedy and a single or partial
exercise of any right, power or remedy provided by this Agreement shall not preclude any other
 or further exercise of such right, power or remedy or the exercise of any other right, power or
remedy provided by this Agreement. All remedies, either under this Agreement or by law or
otherwise afforded, will be cumulative and not alternative. The Parties acknowledge that time,
whenever mentioned, is of the essence for the performance of the obligations established by this
Agreement.

24. SEVERABILITY

This Agreement shall constitute the entire understanding between the Parties and shall supersede
all previous understandings and agreements whether in writing or in oral in relation to this
subject matter. If any provision of this Agreement is invalid or unenforceable under any statute or
rule of law, the provision shall to that extent be deemed omitted, and the remaining provisions
shall not be affected in any way. The Parties shall negotiate in good faith to replace the invalid or
unenforceable provision so far as is practicably possible to give effect to the intentions of the
Parties had the original provision not been removed.

25. COUNTERPARTS

This Agreement may be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

26. STAMP DUTY

Unless otherwise expressly provided in this Agreement, all taxes, duties, levies, charges applicable
to this Agreement and/or any subsequent document pursuant to this Agreement hereunder shall
be always borne equally by both Parties

27. VALID EXECUTION

The exchange of a fully executed version of this Agreement (in counterparts or otherwise) by
electronic transmission in ‘portable document format’ or PDF or any other format shall be
sufficient to bind the parties to the terms and conditions of this Agreement and no exchange of
originals is necessary.

IN WITNESS WHEREOF the parties hereto have set their hands on the date month and year as above
mentioned.

FOR CLIENT, FOR, INNOVATIVE RETAIL CONCEPTS PVT. LTD

Authorized Signatory Authorized Signatory

Name- Name- KAVITA UDAY BAGWE
Designation- Designation- Regional HR Head
 Annexure A

DETAILS, FEES, TERMS AND CONDITIONS

Responsibilities of Service Provider

a. Upon receipt by the Service Provider of intimation or requisition from the Client of their need for any
personnel, the Service Provider will identify the appropriate candidate/s, and upon receipt of information /
requisition, render to the Client, names of appropriate candidates possessing the required qualification and
experience as per the requirement of the Client after undertaking requisite background checks on the
candidates, within such time as may be discussed mutually between the parties.

b. The Service Provider shall provide the profiles of the candidates strictly as per the need of the Client and as
per the parameters provided by the Client and schedule the interviews with the said candidates and also
ensure all coordination with the said candidates. Service Provider shall provide resumes / profiles of
prospective candidates, matching the requirement specification, from their database or network

c. The Client shall assist the Service Provider for any query regarding the parameters for searching the
candidates and also ensure to provide timely feedback of the interviewed candidate.

d. Replacement must be subject to condition that, the exit of the candidate has not occurred due to the
following reasons:

i. Client has made changes to the offered compensation package, title/designation, role and
responsibilities offered to the candidate at the time of joining.
ii. Termination without cause.
iii. Transfer to a different location.
iv. Changes in any of the Terms & Conditions offered at the time of joining.

e. Service Provider shall apart from forwarding the qualified resumes in a format specified by Client, also
shall

i. Assist in fine-tuning of the job description and search criteria.

ii. Present a potential and validated candidate, after finalizing the Job description. More
potential candidates to be validated and presented if required, depending on the
feedback of Client on the first list.

iii. The candidates will be presented in a continuous manner, as and when they are validated.
This would ensure that the Client stakeholders get a good understanding of the kind of
candidates in the market and Service Provider get timely feedback from Client.

iv. If any of the candidates presented in the beginning of the search reach the advance
stages of the interview process, then Service Provider will hold off from presenting more
profiles till some kind of a decision is taken on this candidate.

v. Help Client to choose the right candidate for each position and more candidates as back
up, wherever required. Coordinate reference checks, offer negotiation, offer roll out and
on-boarding of the candidate.
 vi. Consult and provide information required to design compensation package for the
position.

vii. Create long-lists of candidates using our research and market mapping capabilities.

viii. Validate candidates that fit the search criteria and present the candidates with our
assessment.

ix. Conduct initial HR screening of shortlisted candidates.

x. Make the feedback at each stage available to sourcing / hiring teams.

xi. Schedule and co-ordinate for tests / interviews on a mutually convenient time and date of
Client as well as that of the candidate.

xii. Conduct reference and background checks.

xiii. Shall conduct follow up with candidates after offer is made and put forward best efforts
for candidate to join Client.

xiv. Facilitate offer roll out and the joining of the final candidate.

f. Notwithstanding anything, the Client shall have the final discretion of appointing any candidate,
including determining the terms and conditions thereof.
 Annexure A: Fees

Position Fees
5K
Biker - Full-Time & Part Time 5% of monthly Biker's earning
Van CEE - Full-Time & Part Time
5K
5% of monthly Biker's earning
Biker - Micro Orders
BB NOW
5% of monthly Biker's earning
Biker – Full Time & Part Time

 The above mentioned payment will be done every month, till the Gig worker continues to deliver order with
Client.

 The Service Provider will raise the invoice on 2nd day of every month and hard copy of the same to be submitted
on 4th day of every month.

 The Service Provider shall be paid by the Client within 7 (Sevens) days of the raising of invoice.

 The above prices would be applicable per attempt done by Gig work force for delivering the product. Hence,
undelivered but attempted orders would be charged at the above rate as well.

 All statutory taxes, cess, levies will be extra as applicable.

 The above prices are to be reviewed every 12 months or any time before 12 months if mutually agreed, whichever
is earlier.