DEDICATED DEVELOPER

PROPOSAL

Prepared for VLCC Health Care Limited.

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 Client Agreement

This agreement (“Agreement”) is entered into on this 1st Day of November, 2017 by and between;

iProgrammer Solutions Pvt. Ltd., a company incorporated under the Companies Act, 1956 and having its
Registered Office at A - 1003, Isha Emerald, Bibwewadi Kondwa Road, Marketyard, Pune - 411037 and
Corporate Office at 103, 104 Pride Portal, Shivaji Housing Society, Near Hotel JW Marriott, Off SB Road, Pune
- 411016 hereinafter known as ("iProgrammer") which expression shall unless it be repugnant to the context
or meaning thereof be deemed to mean and include its successors, affiliates, associates, subsidiaries,
administrators, and/or permitted assigns of the First PART and

And

VLCC Health Care Limited , of India, a corporation organized and existing under the laws of India and carrying
on the business of Technology and Software and having its registered office at 64, HSIIDC Sector-18, Maruti
Industrial Area, Gurgaon, India – 122015, and Corporate Office at 64, HSIIDC Sector-18, Maruti Industrial
Area, Gurgaon, India – 122015, hereinafter known as “VLCC Health Care Limited ” and/or “Client” which
expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its
successors, affiliates, associates, subsidiaries, administrators, and/or permitted assigns of the Second PART;

The Client wishes to engage iProgrammer’s services to provide one or more employees to provide designated
services by working eight hours a day, five days a week (40 hrs a week, excluding any break time), with
overtime attracting proportionate additional charges;

In consideration for services provided under this agreement, The Client agrees to pay iProgrammer a minimum
monthly fee of Rs. 8, 40,000/- (excluding any taxes) for a minimum period of 6 months. Now, therefore, in
consideration of the mutual covenants, terms, and conditions contained in this agreement, iProgrammer has
offered to act in that capacity and to provide a service of availability of its employees to The Client;

I. Summary of the Agreement

a. Service Start Date – 1st of November, 2017

b. No. of Developer(s) – 6 (Three)
c. Type of Engagement – Dedicated Resource(s)
d. Full Time/Part Time – Full Time
e. Total No. Of Hours – Minimum 40 hours per week, 170 hours a month
f. Rate Per Hour – N/A (Fixed Monthly Billing)
g. Total Monthly Fee Per Developer – Rs. 1,40,000 + service tax (1 calendar month from 1 st to 30th/31st
of a month)
h. Due Date of Payment – Before the 10th of each month for the previous month.

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 i. Designated Work – Mobile App Development, Web Development, Database Management, SEO
Services, Troubleshooting and other such related work as needed by the Client.
j. Minimum Contract Period - 6 months

II. Rights and Duties of iProgrammer

a. iProgrammer agrees to provide such skilled employees/workmen and their management for
designated work during the validity of this agreement;

b. The employees provided by iProgrammer and agreed upon to be retained for the purpose of
performing at the work projects of The Client shall perform from the facilities of iProgrammer at
India or any other iProgrammer office;

c. iProgrammer will follow the Agile Development Methodology or Scrum Process. Each sprint will
last at least 2 weeks. Project-related direct communication between Client and Designer/Project
Manager/Team Leader/Team Members will be via Skype/Gmail/GoTo Meeting/Vonage, etc. and
Client will be provided with all relevant IDs and contact details. Formal communication and project
progress monitoring will be done through Project Management (PM) tool like Basecamp or Pivotal
Tracker. Additionally the Client will also receive daily progress updates via email from each of the
developers. Any issues will be logged and instantly communicated either by the Client or the
Project manager on PM tool. Any unresolved issues in excess of one working day will call for a
direct communication between the Client and the Project Manager, who will jointly work out an
action plan for resolution and that, will be recorded.

d. iProgrammer will be responsible for providing all employees safe and adequate working space and
facilities, technical support and assistance, equipment, machine time, and administrative services
and supplies necessary to support the project/work and in the performance of services under this
agreement;

e. iProgrammer shall be responsible for taking care of tax implications, insurance, health benefits,
and compliance with applicable laws in respect of the employees provided by them.

III. Rights and Duties of Client

The Client shall have the right to interview, test, and, in its sole discretion, approve or disapprove (based upon
lawful and reasonable business issues) of any potential employee;

a. The Client will respond to any queries raised by the dedicated project team within two (2) business
days of the request in order for iProgrammer to meet the project/sprint deadline. The Client will
also give written approval/acceptance on Basecamp/Pivotal Tracker/Email to each development
milestone before starting the next development milestone. Client shall not unreasonably withhold
approval/acceptance of any milestone.

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 b. The Client agrees not to extend any direct employment offer to any candidate or employee
presented by iProgrammer or employee of iProgrammer or ex-employee of iProgrammer; The
Client shall also be responsible to oversee that no such initiative is taken by its agents, subsidiaries,
or associates; and The Client undertakes to ensure such compliance by keeping this condition
informed to all those concerned on behalf of The Client;

c. If the services of employee of iProgrammer are terminated for any reason, The Client agrees not to
deal with such employee in any manner or capacity whatsoever;

d. This covenant continues to remain effective for 60 months after the expiry or termination of the
instant agreement between the parties and for this reason it is made clear that this section shall
survive the expiration or termination of this agreement;

e. The Client shall also not circumvent iProgrammer to engage another employee through the
contacts of an employee already provided by iProgrammer; The Client shall be obliged to seek the
assistance of iProgrammer instead;

f. The Client shall have the right to request replacement from iProgrammer.

g. If the performance of the assigned employee is unsatisfactory to The Client iProgrammer shall
comply with such request as soon as reasonably practicable;

h. Any such replacement request shall be based on lawful and reasonable business issues;

i. The Client is restrained from enquiring terms of employment, including salary issues between
employee and iProgrammer;

j. Being aware of the fact that iProgrammer has spent a reasonable amount of time and effort in
addition to making a significant expenditure in the process of finding a suitable candidate and
appointment thereof and for marketing the service in foreign countries to find The Client as well,
The Client irrevocably agrees, and guarantees that they shall not, directly or indirectly, employ,
partner, contract, or in any way hire or encourage hiring of the employees, agents, consultants,
and officers of iProgrammer or anyone otherwise having an interest in the operations or
management of iProgrammer.

k. In the event of poaching by any of the parties to this agreement, whether direct and/or indirect,
the affected party shall be entitled to a legal monetary compensation equal to the thirty-six (36)
months it would realize from such an employee, agent, consultant, advisor, officer and any and all
expenses in addition to that, including any and all legal fees incurred for the recovery of such
compensation.

IV. Payments and Rate Renewal

l. Invoices will be raised on or before the 5th of each month and will be sent to the Client on or
before the 5th of each month. The Client is expected to make the payment on or before the 10th

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 of each month either via cheque or bank transfer;

m. iProgrammer reserves the right to stop provision of services contemplated under the aegis of this
agreement in the event there is any delay in the payment and The Client shall not hold
iProgrammer responsible or liable for any losses or consequential losses incurred by The Client as a
result of such eventuality;

n. Payment will be deemed to be delayed if not received on or before the 20th of each month. As a
worst case scenario if payment is not received before the 25th of a month, iProgrammer will
discontinue its services until payment is received.

o. The services can be reinstated only after the receipt of payments due, plus reinstating charges
equal to one month fee.

p. The above rate per developer will be valid until only the 30th November 2018. Thereafter there
will be a nominal escalation of 10% on the rate per developer or as mutually agreed between the
Client and iProgrammer.

V. Non Disclosure

a. Information is not subject to the confidentiality provisions of this agreement if it: (a) is or becomes
generally available to the public other than as a result of disclosure by the recipient; (b) was
available to or already known by the recipient on a non-confidential basis prior to its disclosure by
the other party; (c) is developed by the recipient independently of any information acquired from
the other party; (d) becomes available to the recipient on a non-confidential basis from a third
party, provided that the recipient has no reason to know that the third party is or may be bound by
a confidentiality agreement with the other party; or (e) is disclosed pursuant to a court order or
the requirement of any governmental authority;

b. Each party will hold the other party's information in confidence and will safeguard it using at least
the same degree of care, a prudent business person would use to safeguard his or her own
confidential information of a similar nature;

c. The party receiving confidential information will not, directly or indirectly, report, publish,
distribute, disclose, or otherwise disseminate the confidential information, or any portion thereof,
to any third party, and will not use the confidential information, or any portion thereof, except as
necessary for the performance of this agreement, and as expressly authorized in writing by the
disclosing party;

d. Disclosure of confidential information will be limited to those officers, directors, employees, and
agents of the recipient who must examine it for the purpose authorized, and each party shall be
responsible for compliance with the provisions of this section by its officers, directors, employees,
and agents;

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 e. If either party attempts to use or disclose any of the confidential information contrary to this
agreement, then in addition to other available remedies, the other party shall have the right to
injunctive relief, it being acknowledged that legal remedies are inadequate;

f. Promptly after the termination of this agreement, or during the term of this agreement, after
receipt of the disclosing party's request, the recipient shall cease all use of the disclosing party's
confidential information, destroy or return to the disclosing party all copies of the same, and
certify in writing that the foregoing has been completed;

g. The provisions of this section shall survive the termination of this agreement;

h. All rights and remedies of the parties hereunder shall be cumulative and in addition to all rights
and remedies available to the parties at law or in equity.
VI. Appraisal and Salary Increments of Employees

The company, iProgrammer, has a policy in place as to how to carry out performance appraisal of employees
hired by iProgrammer on behalf of a Client. iProgrammer also has a policy and structure on deciding the salary
increments of employees hired by the company to work for its clients.

a) Performance Appraisal:

All employees hired by iProgrammer to work for clients are eligible and will undergo a Annual
Performance Appraisal (APA). The execution of the APA of an individual employee/s will be carried out
by the in-house HR team of iProgrammer. Moreover, The Client may also participate in the APA of their
respective employee/s. The APA will take into consideration the detailed feedback given by the Client.
How a Client has assessed the employee (s)he has hired, will be the fundamental basis on which an
employee will be appraised. The internal feedback of iProgrammer, via its HR team, will also be
collated and combined with the Client’s feedback when carrying out the APA for a particular employee.
The core criteria considered while carrying out APA of an employee will be:

1. Work execution
2. Work ability
3. Record of meeting deadlines
4. Punctuality
5. Communication abilities

Apart from these criteria, a Client or iProgrammer can add more criteria if needed or as the need
arises. The criteria may differ depending on the nature of work of an employee and what how a Client
sees an employee as a future asset.

b) Salary Increments:

Salary increments and the percentage of salary increment of all the employees at iProgrammer will be
decided and carried out in house by the management of iProgrammer and the Client will not be
responsible or involved in this process.

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VII. Ownership of Works

a. Any and all products, inventions, ideas, or original works of authorship (including, but not limited to,
any software, middleware, or code) in whole or in part conceived or made by iProgrammer employees
and that relating to services performed by them, shall belong exclusively to The Client and shall be
deemed to be The Client's confidential information;

b. All such works shall be deemed to be "works made for hire", and The Client shall be deemed to be
the author of such works;

VIII. Warranties

iProgrammer warrants and represents that its employees shall perform the services in a professional manner
and to the best of their abilities, talents, and experience;

IX. Holidays and Paid Leaves

iProgrammer observes 10 holidays annually of which two are the gazetted national holidays; Republic Day
(26th January), Independence Day (15th August) and other festival holidays include Diwali, Holi, Ganesh
Festival, Christmas and New Years Day. The holiday list for 2017 is as follows: Republic Day (26th January),
Independence Day (15th August), Ganesh Chaturthi (25th August), Anant Chaturdashi (4th September), Diwali
(19th October & 20th October), Christmas (25th December).

In addition, every employee earns one point five (1.5) day’s paid leave per month on prorate (including
emergency leaves/sick leaves, casual leaves) in a year beginning from their second month of employment.

X. Termination of Agreement

a. This agreement shall commence as of the effective date set forth herein, and shall continue until
terminated as provided in this agreement;

b. Either party may terminate this agreement by choosing any of the two following options:-

i. By serving minimum 60 (sixty) days prior written notice to the other Party. For sixty days
termination to be in effect The Client will be required to pay sixty (60) days amount in advance.

ii. If the party agrees for longer period of notice period, the Client will need to inform the other
party accordingly. For example if The Client wishes to receive ninety (90) days prior written
notice from the other party.

iii. If the notice is not given, then The Client owes iProgrammer payment for 60 days.

c. After terminating the service any contact between the Client and the employee within three years
will be taken as poaching and rule 3(k) will be applicable for it.

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XI. Rights after Termination

Upon expiration or termination of this agreement, The Client shall pay to iProgrammer the balance of all
amounts due and owing to iProgrammer for services rendered up to and including the effective date of
expiration or termination within seven days.

XII. Governing Laws

All and any controversy, dispute or claim rising out of or relating to this service or in connection with present
agreement, or the breach of this contract, shall be settled by binding arbitration in accordance with the rules
of Pune jurisdiction. The costs of arbitration shall be initially borne by the customer and later apportioned by
the arbitrator in accordance with the arbitration rules.

IN WITNESS WHEREOF, the parties have caused this agreement to be signed by their duly authorized
representatives effective as of the 1st of November, 2017

I hereby agreed on aforesaid agreement and have chosen 60 days of notice period.

VLCC Health Care Limited iProgrammer Solutions Pvt. Ltd.

Signature: Signature:

Print Name: Print Name: Amit Karanjawala

Position: Position: Managing Director (MD)

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