E-CONTRACT AGREEMENT

This E-Contract Agreement (hereinafter referred to as the "Agreement") is made and entered
into on 15th October 2024, by and between:

Party A: Tech Solutions Pvt. Ltd., having its principal place of business at 123 Business
Avenue, New Delhi (hereinafter referred to as "Party A")

Party B: Creative Web Services LLC, having its principal place of business at 45 Innovation
Street, Bengaluru (hereinafter referred to as "Party B")

Hereinafter collectively referred to as the “Parties”.

RECITALS
WHEREAS, Party A wishes to hire Party B to design and develop a customized e-commerce
website for its online retail business, and

WHEREAS, Party B agrees to provide website development services to Party A under the
terms and conditions set forth in this Agreement,

The Parties agree as follows:

1. Indemnification

Party B agrees to indemnify, defend, and hold harmless Party A from any claims, damages, or
liabilities arising from Party B’s negligence in the development of the e-commerce website.
For instance, if Party B fails to protect user data during the development process and this results
in a security breach, Party B shall bear full responsibility for all associated costs, including
legal fees.

2. Dispute Resolution

In the event that a dispute arises regarding the functionality or performance of the website
developed by Party B, the Parties shall first attempt to resolve the issue through direct
discussions. If no resolution is reached within 30 days, the dispute will be submitted to
mediation, and if mediation fails, the Parties agree to submit the dispute to binding arbitration
as outlined in Section 6.

3. Force Majeure

Neither Party shall be liable for any delays in the project due to unforeseen circumstances, such
as natural disasters, pandemics, or government-imposed lockdowns. For example, if a natural
disaster disrupts Party B’s operations in Bengaluru, Party B shall promptly inform Party A and
both Parties will agree on an extended project timeline.

4. Termination

This Agreement may be terminated:

• By mutual consent if both Parties agree that the project is no longer feasible.
• By Party A, with 30 days written notice, if Party B fails to meet the deadlines as agreed.
• Immediately, if Party B breaches confidentiality or misuses any proprietary information
of Party A during the project.

5. Consideration

In consideration for Party B’s services, Party A agrees to pay a total fee of INR 10,00,000,
payable in three installments as follows:

• 40% upfront upon signing this Agreement (INR 4,00,000),

• 30% upon submission of the website's beta version (INR 3,00,000),
• 30% upon successful delivery and launch of the final website (INR 3,00,000).

6. Arbitration Clause
Any disputes that cannot be resolved through negotiation or mediation shall be submitted to
binding arbitration under the rules of the Indian Arbitration and Conciliation Act, 1996, to be
held in New Delhi. The decision of the arbitrator shall be final and binding on both Parties.

7. Payment Terms

Party B will issue an invoice for each milestone (as per Section 5), and Party A shall make
payment within 15 days of receiving the invoice. Failure to make payments on time will result
in an interest charge of 2% per month.

8. Intellectual Property

All intellectual property developed as part of the website, including but not limited to design
elements, code, and content, shall remain the exclusive property of Party A. However, Party B
shall retain rights to any proprietary tools or software used during development.

9. Defined Scope of Work

Party B shall design and develop an e-commerce platform, including features such as product
listing, shopping cart, payment gateway integration, and user management system. The detailed
scope of work is outlined in Appendix A. Any additional services or scope changes must be
agreed upon in writing and may require additional fees.

10. Non-Compete Clause

Party B agrees not to provide web development services to any direct competitor of Party A’s
online retail business for a period of 12 months from the completion of this Agreement, within
the region of India.
11. Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of India,
without regard to its conflict of law provisions.

12. Damages

In the event of a material breach of this Agreement, such as failure by Party B to deliver the
project as agreed, Party A reserves the right to claim damages, including lost profits and costs
of hiring a replacement developer.

13. Confidentiality Clause

Both Parties agree to keep confidential all proprietary information shared in connection with
this Agreement, including website design plans, business strategies, and user data. Party B shall
not disclose any information related to the website project to third parties without prior written
consent from Party A.

14. Identification of the Parties

The Parties acknowledge that they are legally capable of entering into this Agreement and that
the individuals signing on behalf of the Parties are authorized to bind their respective entities.

15. Additional Clauses

• Assignment: Neither Party may assign its rights or obligations under this Agreement
without the prior written consent of the other Party.
• Entire Agreement: This Agreement, including all appendices, constitutes the entire
understanding between the Parties regarding the project.
 • Amendment: Any changes or amendments to this Agreement must be made in writing
and signed by both Parties.
• Severability: If any part of this Agreement is deemed unenforceable, the remaining
provisions will continue in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.

Party A

Signature ____________________

Name: ____________________

Title: ___________________

Date: ____________________

Party B

Signature: ____________________

Name: ____________________

Title: ____________________

Date: ____________________