SOFTWARE DEVELOPMENT AGREEMENT

THIS AGREEMENT is made and entered into as on 21 August 2022 (the “Effective Date”) by
Quassarian Innovations Pvt. Ltd. and between

Dahua Technology India Pvt. Ltd. (CIN: U74999HR2017FTC067305) a corporation Company

incorporated under Companies Act 2013, having with registered office at 1st and 2nd floor Plot no 21
Bhagwan Mahavir Marg IndustrialInstitutional Area, Janakpuri Institutional Area, Sector 44, Gurugram,
Haryana 122022 (India) represented through Mr. __________________, Director (DIN:___________)
(the “COMPANY”)

and

Quassarian Innovations Pvt. Ltd. (CIN: U74999BR2016PTC0322300) a corporation Company

incorporated under the Companies Act 2013 with registered office at Raj Kishor Panday Mahuararwa
Chatti Aurangabad BR 824208 and correspondence address being 501, 5th Floor, Jaina Tower 2, District
Center, Janakpuri West, Delhi - 110058 represented through Mr. _______________________,
(Designation). (“DEVELOPER”)

The COMPANY and the DEVELOPER are collectively referred to as “Parties” and individually as
“Party”.

WITNESSETH

WHEREAS, the DEVELOPER is engaged in Product R&D and provides tailor made solutions to its
clients which includes software development services.

and WHEREAS, the COMPANY desires to engage DEVELOPER to develop, create, test, and deliver a
web bound software to be known as “Attendance Management System” as a work made for hire and to
house the software technology on DEVELOPER’s end and make the software available for use by the
COMPANY;

and WHEREAS, the DEVELOPER is interested in undertaking such work;

and WHEREAS, COMPANY and DEVELOPER mutually desire to set forth the terms applicable to such
work;

NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby
acknowledged, COMPANY and DEVELOPER, intending to be legally bound, hereby agree as follows:

1. DEVELOPER RESPONSIBILITIES:
A. Scope of Work: COMPANY hereby retains the DEVELOPER for his services the services of
DEVELOPER to design and develop the software for attendance and leave management
(collectively the “software”) for COMPANY in accordance with the proposal submitted by
the DEVELOPER to the COMPANY (the “Proposal”), a copy of which is attached hereto as
 Exhibit A and to provide Annual Maintenance services for the same, which shall be provided
free of cost for the first year and at an agreed annual cost of Rs. 15,000 + GST effective from
the end of the first year till the fifth year i.e for Four years. The terms of which the proposal
are expressly incorporated herein by reference.
B. Changes: Changes to this Agreement or to any of the specifications of the software in any of
the specifications thereof shall become effective only when a written change request is
executed by the Representative of the COMPANY and the DEVELOPER. DEVELOPER
agrees to notify the COMPANY promptly of any factor, occurrence, or event coming to its
attention that may affect DEVELOPER’s ability to meet the requirements of this Agreement,
or that is likely to occasion any material delay in the Schedule.
2. SOFTWARE DEVELOPMENT:
A. The design of the COMPANY’s software shall be in substantial conformity with the details
provided to DEVELOPER by COMPANY. DEVELOPER shall develop COMPANY’s
software to project the highest professional image. DEVELOPER shall not include any of the
following in the site or in COMPANY’s directory on DEVELOPER’s Server: text, graphics,
sound, or animations that might be viewed as offensive or related in any way to sex or any
illegal activities; links to other sites that might be viewed as offensive or abusive or related in
any way to sex or any illegal activities; impressionistic or cartoon-like graphics (unless
provided by the COMPANY); invisible text, text that is present only when a “site crawler” or
other site indexing tool accesses the Site, or any other type of hidden text, hidden
information, hidden graphics, or other hidden materials; or destructive elements or
destructive programming of any type or anything that might harm the Company or its assets
in any form.
B. Delivery: Upon COMPANY’s approval of its final software, or upon termination of this
Agreement, whichever occurs earlier, DEVELOPER shall deliver to COMPANY all reports
and other materials developed by DEVELOPER in the course of its performance under this
Agreement and any other items reasonably necessary for the operation of COMPANY’s
software (other than third party operating system software, third party networking software,
App Browsers and hardware patents) and all changes and enhancements thereto (the
“Deliverables”).
The DEVELOPER shall deliver the Software, complete in all respects, to the Company
within 1 month from the date of payment of Advance Amount of the Consideration as
provided in this Agreement.

3. COMPENSATION:
A. Price for Total Creation:
The total price for all of the work set forth in the Agreement shall be 46,400 + GST, (Rs.
54,752.00) (the “Development Cost”). This price covers all work of whatever nature on
COMPANY’s software contemplated in this Agreement. When both parties have signed this
AGREEMENT, COMPANY shall forward THIRTY-ONE THOUSAND FOUR HUNDRED
RUPEES +GST, (Rs. 31,400.00)(“Advance Amount”) and upon submission of complete
project the further balance amount has to be transferred to the developer.
B. Expenses:
 i) The prices set forth above are inclusive of expenses that takes part in software
development.
ii) Except as expressly agreed otherwise in writing by COMPANY, the DEVELOPER
shall bear all of its own expenses arising from its performance of its obligations
under this Agreement, including (without limitation) expenses for facilities, work
spaces, utilities, - 6 - management, clerical and supplies. COMPANY shall have no
obligation to provide office space, work facilities, equipment.
C. Notwithstanding anything to the contrary contained in this Agreement, with Goods and
Service Tax (“GST”) rates becoming effective from 1st July 2017 (“Appointed Date”) the
following GST clauses shall be applicable:

(i) All amounts due under this Agreement include any applicable indirect taxes
including Central Goods and Services Tax, State Goods and Services Tax, Integrated
Goods and Services Tax Such taxes shall be based on place of supply in consonance
with the GST provisions.
(ii) The invoice shall be duly raised by DEVELOPER within the time as prescribed
under Goods and Service Tax Act
(iii) The DEVELOPER shall adhere to the provisions of GST legislation like issuing of
tax invoice in the prescribed format, payment of tax, filing of return etc. any loss to
COMPANY on Account of non-compliance by the DEVELOPER shall be borne by
DEVELOPER.
(iv) Further, Parties agree that DEVELOPER duly discloses supplies via applicable GST
reporting thereby making available all the applicable input tax credits to COMPANY
during the tax period in which such supply was undertaken.
(v) All payment to be made by the COMPANY to DEVELOPER under this Agreement
shall be paid after deduction on account of withholding tax is required by the
applicable laws, COMPANY shall deduct such withholding tax. Any loss due to non-
compliance mentioned above will be borne by the DEVELOPER.

4. OWNERSHIP AND RIGHTS:

OWNERSHIP AND RIGHTS: Ownership of Work Product by COMPANY: Except as set
forth below, all elements of all Deliverables shall be exclusively and irrevocably owned by
COMPANY and shall be considered works made for hire by DEVELOPER for the
COMPANY and including all other intellectual property rights in the Deliverables. It is
understood and agreed that additional materials added to the website in the future by
DEVELOPER may shall belong exclusively to COMPANY.DEVELOPER however, the
parties agree that the ownership of any such future materials will be mutually agreed to by the
parties.

5. REPRESENTATIONS AND WARRANTIES:

A. No Conflict: DEVELOPER represents and warrants that it is under no obligation or
restriction that would in any way interfere or conflict with the work to be performed by
DEVELOPER under this Agreement. COMPANY understands that DEVELOPER will not
 work on one or more similar projects for other clients. In case any such obligation or need
arises developer will take prior approval from the COMPANY to develop the same.

B. Non- Disclosure Agreement: Under no circumstance seeing the nature of work DEVELOPER
will share the information of product designs, end product, items developed with any other
person or parties thereof.
C. Conformity, Performance, and Compliance: DEVELOPER represents and warrants that (1)
all Deliverables shall be prepared in a workmanlike manner and with professional diligence
and skill; (2) all Deliverables will function under standard conventions; (3) all Deliverables
will confirm to the specifications and functions set forth in this Agreement by the
COMPANY; and (4) DEVELOPER will perform all work called for by this Agreement in
compliance with applicable laws. (5) DEVELOPER will repair any Deliverable that does not
meet this warranty within a reasonable period of time if the defect affects the usability of
COMPANY’s product idea, and otherwise will repair the defect within 24 hours, said repairs
to be free of charge to COMPANY. This warranty shall extend for the life of this Agreement.
This warranty does not cover equipment that malfunctions and gets degraded over time,
materials that become obsolete over time, technology that becomes outdated over time, or
other changes that do not result from any error on the part of DEVELOPER.

6. TERM and TERMINATION:

A. TERM and TERMINATION: A. Term of Agreement: This Agreement shall be effective from
the date of handover of the Software, duly approved by the client as to the requirement
thereof, as of the (“Effective Date”) and shall remain in force for a period of 5 years from the
Effective Date, unless renewed or terminated earlier as provided herein.
B. Termination of Work: COMPANY may, at its sole option, terminate any or all work
outstanding, or any portion thereof, upon 30 days written notice period. Upon receipt of
notice of such termination, DEVELOPER shall inform COMPANY of the extent to which
performance has been completed through such date, and collect and deliver to COMPANY
whatever work product and Deliverables then exist in a manner prescribed by COMPANY.
DEVELOPER shall be paid for all work performed through the date of receipt of notice of
termination as specified herein. - 10 - DEVELOPER shallmay not terminate any work under
this Agreement without the prior written consent of COMPANY.
C. Termination for Cause: This Agreement may be terminated by either party upon thirty (30)
days written notice to the other party in the event of a breach of a material provision of this
Agreement by the other party, provided that, during the thirty (30) days period, the breaching
party fails to cure such breach

7. CONFIDENTIALITY:

The DEVELOPER and their Personnel shall not, either during the term of this Agreement or any time
thereafter, disclose any proprietary information, including information relating to reports, data,
drawings, design software or other material, whether written or oral, in electronic or magnetic format,
and the contents thereof; and any reports, digests or summaries created or derived from any of the
foregoing that is provided by the COMPANY to the DEVELOPER and their Personnel; any
information provided by or relating to the COMPANY, its technology, technical processes, business
affairs or finances or any information relating to the COMPANY’s employees, officers or other
professionals or suppliers, customers, or contractors of the COMPANY; and any other information
which the DEVELOPER is under an obligation to keep confidential in relation to the Services or this
Agreement ("Confidential Information"), without the prior written consent of the COMPANY.

8. FORCE MAJEURE:
A. Neither party shall be liable for any loss or delay resulting from any force majeure event,
including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or
inability of carriers to make scheduled deliveries, and any payment or delivery date shall be
extended to the extent of any delay resulting from any force majeure event.
9. ASSIGNMENT

DEVELOPER shall not assign this Agreement, in whole or in part, without the prior written
consent of the COMPANY.

10. NO AGENCY:
A. Independent Developer: DEVELOPER, in rendering performance under this Agreement,
shall be deemed an independent developer and nothing contained herein shall constitute this
arrangement to be employment, a joint venture, or a partnership. DEVELOPER shall be
solely responsible for and shall hold COMPANY harmless for any and all claims for taxes,
fees, or costs, including but not limited to withholding, income tax, FICA, and workmen’s
compensation.
B. No Agency: COMPANY does not undertake by this Agreement or otherwise to perform any
obligation of DEVELOPER, whether by regulation or contract. In no way is DEVELOPER to
be construed as the agent or to be acting as the agent of COMPANY in any respect, any other
provisions of this Agreement notwithstanding.
11. NOTICE:

All notices and other communications given or made pursuant to this Agreement shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by electronic mail or facsimile with delivery receipt if sent during normal
business hours of the recipient (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid. All communications shall be sent:

For: Quassarian Innovations Pvt. Ltd.

Contact Person:
Address:
Email id:
Phone no.:

For Dahua Technology India Private Limited

Contact Person: Shailey Malik
 Address: Plot 21, Institutional Area, Sector 44, Gurgaon, Haryana -122001
Email Id: @dahuatech.com
Phone No.: 0124-4569100

Each party is bound to intimate the changes, if any, in the aforesaid contact details immediately to
the other party.

JURISDICTION & DISPUTES: This Agreement shall be governed by the Constitution of India.

12. SEVERABILITY:

Should any portion of this Agreement become invalid, illegal, or unenforceable as a result of any
amendment or changes in any statute or any judgement of court, the remaining provisions shall
remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid,
legal, and enforceable provision that implements purposes of the provision so held invalid,
illegal, or unenforceable to an extent permissible under the law.

13. ARBITRATION:

This Agreement shall be governed in all respects solely and exclusively by the Indian law. In the
event of any dispute, difference, claim or controversy arising out of or in connection with the
interpretation or implementation of this Agreement, the parties shall make an attempt to mutually
resolve the dispute without intervention of any third party. However, if it cannot be resolved, the
dispute or difference arising between the parties with respect to this Agreement or any matter in
connection therewith or relating thereto shall be referred to the sole arbitrator to be appointed
mutually by the Client and the Service Provider and the arbitration shall be conducted as per the
provisions of the Arbitration & Conciliation Act, 1996.

The sole arbitrator so appointed shall hear and dispose of disputes/differences arising out of or in
any way connected with this Agreement. The decision of the arbitrator shall be final and binding
on both the parties. The arbitration shall take place in Gurgaon, Haryana.

14. INDEMNIFICATION:

Each party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other party
(“Indemnified Party”) and its facilitates, and their employees, directors, officers, agents and
Contractors against and from any losses, claims, costs, proceedings or investigations directly
arising out of this Agreement by indemnified party including, without limitation, attorney fees,
amount paid in settlement of claims proceedings or investigation incurred or borne in case of
negligence or willful misconduct of the indemnifying party or due to any act performed by the
employee, officer, or agent of indemnifying party who is not authorized to perform such services
or any part of this Agreement.
 15. SURVIVAL:

The provisions of Clause 4, 7 and 14 shall survive the termination of this Agreement and remain
in full force thereafter.

16. INTEGRATION: This Agreement constitutes the entire understanding of the parties, and revokes
and supersedes all prior agreements between the parties and is intended as a final expression of
their Agreement. - 12 - It shall not be modified or amended except in writing signed by the parties
hereto and specifically referring to this Agreement. This Agreement shall take precedence over
any other documents which may be in conflict therewith.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each
caused to be affixed hereto its or his/her hand and seal the day indicated.

By:

WEBGAX (Quassarian Innovations Pvt. Ltd.)

CIN: U74999BR2016PTC032230.
PAN: AAACQ4424H
501, 5th Floor, Jaina Tower 2, District Center, Janakpuri West, Delhi - 110058
Date: 17-01-2020
Title: Developer Company

By:

Dahua Technology India Pvt. Ltd.

1st and 2nd floor Plot no 21, Bhagwan Mahavir Marg Industrial, Janakpuri Institutional Area,
Sector 44, Gurugram, Haryana 122022

Title: Client company

Date: 17-01-2020

DECLARATION:

*DECLARATION

____________________________________________ the ________________________ of Dahua

Technology India Pvt.Ltd.
Declare that all the details mentioned above by me are true and I declare with my full conscience that I
have read and agree to all the terms and conditions mentioned in this agreement. And I am agreeing to
assign this web based software and app project mentioned in this agreement to Quassarian Innovations
Pvt. Ltd. and promise to follow the guidelines mentioned above.

Signature of declarant ………………………………………

Sumit Ranjan working as Director and CEO at Quassarian Innovations Private Limited declare that
all the details mentioned above by me are true and I declare that I have read and agree to all the terms and
conditions mentioned in this agreement with my full conscience. And I am agreeing to take the software
development project as mentioned in this agreement and promise to follow the guidelines mentioned
above.

Signature of declarant ………………………………………

 Exhibit A

--OVERVIEW OF DELIVERABLES--

Attendance Management System comprises the following features:

Attendance management system will have a panel for employees to login with their respective IDs and
Passwords.

- After logging in, they will be directed to a page where there will be an option for them to punch their
attendance.

- The request for attendance approval will further go to the manager.

- The manager's approval the attendance of the employee will get approved.

- There will also be an option to add senior manager so that if in case the manager is inactive on
attendance requests, the issue will land to senior manager.

- Leave Management system

Following major panels will be included:

a. Panel for employee registration

b. Panel for employees to punch registration

c. Panel to apply for leave and post other grievances.

d. Dashboard for admin and manager.

e. Attendance approval/deny panel.