Independent Contractor and Service Provider Agreement

This Independent Contractor Agreement (“Agreement”) is entered into on (Date) between,

Garuda Aerospace Pvt. Ltd., located at 24, 46, KB Dasan Rd, Seetammal Colony, Lubdhi Colony,
Alwarpet, Chennai, 600018and (Name) residing at B-10, SSPDL Mayfair Apartments, Thalambur,
OMR, Chennai 600130.

1. Services.

1.1 Nature of Services: Contractor will perform the services, as more particularly described on
Exhibit A, for Entity as an independent contractor (the “Services”). The Services have been
specially ordered and commissioned by Entity. Contractor will perform such services in a diligent
and workmanlike manner and in accordance with the schedule, if any, set forth in Exhibit A. The
content, style, form and format of any work product of the Services shall be completely satisfactory
to Entity and shall be consistent with Entity’s standards. Except as specified on Exhibit A, Entity
agrees that Contractor's services need not be rendered at any specific location and may be rendered
at any location selected by Contractor. Contractor hereby grants Entity the right, but not the
obligation, to use and to license others the right to use Contractor's, and Contractor’s employees’,
name, voice, signature, photograph, likeness and biographical information in connection with and
related to the Services.

1.2 Relationship of the Parties: Contractor enters into this Agreement as, and shall continue to be,
an independent contractor. All Services shall be performed only by Contractor and Contractor's
employees. Under no circumstances shall Contractor, or any of Contractor's employees, look to
Entity as his/her employer, or as a partner, agent or principal. Neither Contractor, nor any of
Contractor's employees, shall be entitled to any benefits accorded to Entity's employees, including
without limitation worker's compensation, disability insurance, vacation or sick pay. Contractor
shall be responsible for providing, at Contractor's expense, and in Contractor's name,
unemployment, disability, worker's compensation and other insurance, as well as licenses and
permits usual or necessary for conducting the Services.
1.3 Compensation and Reimbursement:Contractor shall be compensated and reimbursed for the
Services as set forth on Exhibit B. Completeness of work product shall be determined by Entity in its
sole discretion, and Contractor agrees to make all revisions, additions, deletions or alterations as
requested by Entity. No other fees and/or expenses will be paid to Contractor, unless such fees
and/or expenses have been approved in advance by the appropriate Entity executive in writing.
Contractor shall be solely responsible for any and all taxes, Social Security contributions or
payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to
such compensation. Contractor hereby indemnifies and holds Entity harmless from, any claims,
losses, costs, fees, liabilities, damages or injuries suffered by Entity arising out of Contractor's
failure with respect to its obligations in this Section 1.3.

2. Protection of Entity's Confidential Information

2.1 Confidential Information:Entity now owns and will hereafter develop, compile and own
certain proprietary techniques, trade secrets, and confidential information which have great valuein
its business (collectively, “Entity Information”). Entity will be disclosing Entity Information to
Contractor during Contractor's performance of the Services. Entity Information includes not only
information disclosed by Entity, but also information developed or learned by Contractor during
Contractor's performance of the Services. Entity Information is to be broadly defined andincludes
all information which has or could have commercial value or other utility in the business in which
Entity is engaged or contemplates engaging or the unauthorized disclosure of which could be
detrimental to the interests of Entity, whether or not such information is identified by Entity. By
way of example and without limitation, Entity Information includes any and all information
concerning discoveries, developments, designs, improvements, inventions, formulas, software
programs, processes, techniques, know-how, data, research techniques, customer and supplier lists,
marketing, sales or other financial or business information, scripts, and all derivatives,
improvements and enhancements to any of the above. Entity Information also includes like third-
party information which is in Entity's possession under an obligation of confidential treatment.
2.2 Protection of Entity Information: Contractor agrees that at all times during or subsequent to
the performance of the Services, Contractor will keep confidential and not divulge, communicate, or
use Entity Information, except for Contractor's own use during the Term of this Agreement to the
extent necessary to perform the Services. Contractor further agrees not to cause the transmission,
removal or transport of tangible embodiments of, or electronic files containing, Entity Information
from Entity's principal place of business, without prior written approval of Entity.

2.3 Exceptions: Contractor's obligations with respect to any portion of the Entity Information as set
forth above shall not apply when Contractor can document that (i) it was in the public domainat the
time it was communicated to Contractor by Entity; (ii) it entered the public domain subsequent to
the time it was communicated to Contractor by Entity through no fault of Contractor; (iii) it was in
Contractor's possession free of any obligation of confidence at the time it was communicated to
Contractor by Entity; or (iv) it was rightfully communicated to Contractor free of any obligation of
confidence subsequent to the time it was communicated to Contractor by Entity.

2.4 Entity Property: All materials, including without limitation documents, drawings, drafts, notes,
designs, computer media, electronic files and lists, including all additions to, deletions from,
alterations of, and revisions in the foregoing (together the “Materials”), which are furnished to
Contractor by Entity or which are developed in the process of performing the Services, or embody
or relate to the Services, the Entity Information or the Innovations (as defined below), are the
property of Entity, and shall be returned by Contractor to Entity promptly at Entity's request
together with any copies thereof, and in any event promptly upon expiration ortermination of this
Agreement for any reason. Contractor is granted no rights in or to such Materials, the Entity
Information or the Innovations, except as necessary to fulfill its obligations under this Agreement.
Contractor shall not use or disclose the Materials, Entity Information or Innovations to any third
party.
3.Protection of Contractor Information:

It is also to be agreed by the Entity that Terms and conditions as mentioned in Exhibit A and Bwill
not be shared or revealed to any other person or organization.

4. Termination of Agreement:

4.1 Term. This Agreement shall be effective from the date first listed above for the period set forth
on Exhibit A, or until completion of the Services, as applicable, unless sooner terminatedby either
party in accordance with the terms and conditions of this Agreement (“Term”). This Agreement is
terminable by either party at any time, with or without cause, effective upon notice to the other
party.

If Entity exercises its right to terminate the Agreement, any obligation it may otherwise have under
this Agreement shall cease immediately, except that Entity shall be obligated to compensate
Contractor for work performed up to the time of termination. If Contractor exercises its right to
terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease
immediately. Additionally, this Agreement shall automatically terminate upon Contractor’s death.
In such event, Entity shall be obligated to pay Contractor’s estate or beneficiaries only the accrued
but unpaid compensation and expenses due as of the date of death.

5. Protection of Contractor’s Assets:

Both the entity and the contractor agree that the contractor will act as an independent service
provider in the performance of its duties under this contract. The properties given to the contractor
or the properties requested by the contractor for the entity's work will only be used forthe service
provided by the contractor. The assets procured by the contractor's independent workscannot be
claimed by the entity. The contractor will perform most Services at a location to be determined at
the contractor's sole discretion. In addition, the contractor will perform Services bytelephone and
at such other places as reasonably necessary to perform the Services.
 EXHIBIT A

Description of Services

Independent Contractor Agreement (“Agreement”) is entered into between, Garuda Aerospace

Pvt. Ltd., located at 24, 46, KB Dasan Rd, Seetammal Colony, Lubdhi Colony, Alwarpet, Chennai,
600018 and (Name) residing at B-10, SSPDL Mayfair Apartments, Thalambur, OMR, Chennai
600130.

Services to be provided by Contractor:

a) Consultation in procurement/development of automation software & tools.

b) Aligning Virtual Customer Meetings Business Relationship building with largekey
accounts.
c) Co-ordination for completing Vendor Registration Formalities
d) Pre-Sales Work

Term of Agreement:

Completion of Servicesi.e 12 months from the Agreement date.

EXHIBIT B

Compensation & Payment

Please check in Annexure -A

Annexure - A

Si Rate Per
No Types of Services Unit of Measurement Unit
1 Agri Spraying Per acre
2 Highway Mapping Per Km
3 Pipeline Inspection Per Km
4 Powerline Stringing Per Tower
5 Chimney Inspection Per Chimney
6 Solar panel Inspection Per Megawatt
7 Powerline Inspection Per Km
8 Land Survey Per SqrKm
9 DGPS Marking Per Point
10 Data Processing Per Gb
11 Logistics Per Km
12 Videography Per Day

CONTRACTOR HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDSITS TERMS.

ENTITY CONTRACTOR

Shyam Kumar S,
Chief Operational Officer
Garuda Aerospace Pvt Ltd., (Name)
24, 46, KB Dasan Rd, Seetammal Colony, (Address)
Lubdhi Colony, Alwarpet, Chennai, 600018.