CONSULTANCY AGREEMENT

THIS CONSULTANCY AGREEMENT (the "Agreement") is made and entered into Squad VFX and shall stand effective from 11th
Sept 2024.

BY AND BETWEEN

Squad VFX, a Company registered under the laws of India having its corporate office at 1 st floor plot No – B/28 Bhukanwala
Chembers, Off. New Link Road, Veera Ind Estate, Andheri West. Mumbai - 400053 (hereinafter referred to as the “ Company”
which expression shall, unless inconsistent with the context or meaning thereof, be deemed to mean and include its successors
and assigns) of the FIRST PART;

AND

Akash Kumar Singh, an individual residing at S/O Surendra Singh, village - Simmalchaur,post-padampur sukhrow, a.r.t.o
office road, hardayal colony, kotdwara, pauri garhwal, Uttarakhand - 246149 , bearing PAN: CBCPG3414R (herein after re-
ferred to as the “Consultant” which expression shall, unless inconsistent with the context or meaning thereof, be deemed to
mean and include his successors-in-interest, administrators, legal heirs, executors and permitted assigns) of the OTHER PART.

The Company and the Consultant shall individually be referred to as “Party” and collectively as “Parties”.

WHEREAS:
0. The Company is desirous of engaging the Services of the Consultant, and the Consultant agree to provide such Services
as contained in this Agreement via said Consultancy Services Agreement.

NOW THEREFORE, in consideration of the mutual obligations specified in this Agreement, the parties agree to the following:

1. CONSULTANCY SERVICES ENGAGEMENT:

The Company hereby retains the Consultant and the Consultant hereby accepts such retention to perform services for
the Company as set forth herein below:

1. SCOPE:
The Consultant shall render related services ordinarily required of a top-level “Jr. Comp” in the industry during the
Term ("Services"). The following is the broad guidelines list of Services that shall be performed and controlled by the
Consultant, the prioritization, degree of importance and periodicity shall be decided based on mutual discussion and by
the professional discretion of the Consultant:

1. The Consultant shall perform the Services including such other services as may be required and intimated to the
Consultant by the Company from time to time and the Consultant undertakes to perform such services effectively,
promptly and exclusively for the Company and to the satisfaction of the Company.
2. The Consultant shall strictly adhere to the timelines and instructions given by the Company or its delegated repres -
entatives and the general terms and conditions, the operating manuals, if any.
3. The Company shall have absolute discretion in determination of the services required of the Consultant including
the form and manner of performance.

0. PERFORMANCE AND TIME COMMITMENT:

The Consultant shall render the Services to the Company on a full-time attendance basis. The Consultant acknow-
ledges that the scope of his Services and duties will require working at irregular hours, including weekends, holidays,
and outside of regular business hours as may be specified by the Company from time to time.
0. PROFESSIONAL STANDARDS:
The manner and means used by the Consultant to perform the Services desired by the Company are in the discretion
by and supervision of the Officers of the Company. Consultant’s Services, and the results thereof, will be performed
with and be the product of the highest degree of professional skill and expertise.

0. REPORTING:
The Consultant will be reporting to Team Lead.

0. REMUNERATION:
In consideration of the Consultant’s availability to provide Services, the Company shall pay the Consultant a per month
fee of Rs. 50000-- /- (Rupees Fifty Thousand Only.) inclusive of all applicable taxes, subject to tax deduction at source
and exclusive of Goods and Services Tax. The Consultant shall raise an invoice at the end of each month and the Com -
pany shall process the payment for such invoice in the second week of next calendar month as per Company policies.
The Compensation shall be subject to change upon sole discretion of the Company.

4. MAINTAINING CONFIDENTIAL INFORMATION:

0. Company Information:
During the term of this Agreement and in the course of the Consultant's performance hereunder, the Consultant
may receive or otherwise be exposed to confidential and proprietary information relating to the Company's fin -
ancial information, technology knowhow, data, inventions, developments, plans, content, business practices,
and strategies. Such confidential and proprietary information of the Company (collectively referred to as "In-
formation") may include but not be limited to:

(i) Confidential and proprietary information supplied to the Consultant with the legend "Company Confid-
ential" or equivalent;

(ii) the Company's marketing and customer support strategies, financial information (including revenue,
costs, profits and pricing methods), internal organization, employee information, and customer lists;

(iii) the Company's technology, including inventions, development efforts, data, software, trade secrets,
processes, methods, product and know-how and show-how;

(iv) All derivatives, improvements, additions, modifications, and enhancements to any of the above, in-
cluding any such information or material created or developed by the Consultant under this Agreement;
and

(v) information of third parties as to which the Company has an obligation of confidentiality.

The Consultant acknowledges the confidential and secret character of the Information and agrees that the In-
formation is the sole, exclusive and extremely valuable property of the Company. Accordingly, the Consultant
agrees not to reproduce any of the Information without the applicable prior written consent of the Company, not
to use the Information except in the performance of this Agreement, and not to disclose all or any part of the

Information in any form to any third party, either during or after the term of this Agreement. Upon termination
of this Agreement for any reason, including expiration of term, the Consultant agrees to cease using and to re-
turn to

The Company all whole and partial copies and derivatives of the Information, whether in the Consultant's posses-
sion or under the Consultant's direct or indirect control.
 b. Other Employer Information:
The Consultant agrees that during its engagement with the Company, he will not improperly use or disclose any
proprietary information or trade secrets of his former or concurrent employers or Clients, if any, and that he will
not bring onto the premises of the Company any unpublished documents or any property belonging to him con-
current employers or Clients unless consented to in writing by said employers or Clients.

(c) Third Party Information:

The Consultant recognizes that the Company has received and, in the future, will receive from third parties their
confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of
such information and, in some cases, to use it only for certain limited purposes. The Consultant agrees that the
Company and such third parties, both during the term of this Agreement and thereafter, are owed a duty to hold
all such confidential or proprietary information in the strictest confidence and not to disclose it to any person,
firm or corporation (except in a manner that is consistent with the Company's agreement with the third party) or
use it for the benefit of anyone other than the Company or such third party (consistent with the Company's
agreement with the third party).

NOW THEREFORE THIS UNDERTAKING WITNESSETH AS FOLLOWS:

0. I recognize, the importance of maintaining absolutely secret the information and undertake to use such information
wholly and exclusively for the benefit of Company. I shall not disclose the same to any person, except under general
authority in the usual course of business of the Company or if so, ordered by a court of law with competent jurisdic -
tion and with prior written approval from Company.

ii. I recognize and undertake that Company has full and absolute title over all information made available or provided to
me during the course of my engagement with the Company, and I shall make no claim of any interest therein.

iii. On cessation of my engagement with Company for whatever reason, I shall return all information, notes, MIS reports,
drawings, documents, storage devices, head set and all other property of Company, covering / relating to the in-
formation of Company, received / obtained by me during the course of my engagement. I also undertake not to re-
tain any copies of the above.

iv. I further undertake, that, I shall not either during my engagement with Company and for a period of perpetuity after
cessation or termination of my engagement for whatever reason not divulge the information to any other party in
any capacity.

v. I also undertake that I shall promptly and fully disclose and assign to the Company all intellectual property rights includ-
ing patents, design, copyright “know–how” and trademarks pertaining to inventions, new methods, discoveries and
improvements, suggested by me, arising out of or in any way connected with my engagement with the Company.

vi. I also abide by the local rules and regulations of the entity I am working as applicable and amended from time to time.

vii. I agree that all disputes arising out of this undertaking shall be subject to resolution by binding arbitration in accordance
with the Arbitration rules in the respective country and any amendments thereof in force and all disputes are sub -
ject to the jurisdiction of competent courts in the place where the registered office of the entity situated.

viii. This Agreement constitutes the entire agreement between the parties on the subject and can be amended by parties
from time to time at the mutual discussion.
 ix. I acknowledge that I was provided with an unsigned copy of this agreement in advance of signing the agreement and
was given ample opportunity to read and seek whatever counsel related to the agreement, I may desire to under -
stand the terms and conditions.

0. WORK MADE FOR HIRE

The Consultant hereby acknowledges and agrees that, from execution of this Agreement, all the results and proceeds of
its Services, materials developed towards the Content have been specifically commissioned for the Company and such
Services rendered by the Consultant hereunder shall constitute “work-made-for-hire” developed at the instance of
Company in accordance with the Copyright Act, 1957 (along with the amendments and renewals) and the Company
shall be the first and exclusive owner of all rights including but not limited to intellectual property rights and copyright
in the works and the results and proceeds of the Services for all purposes, in universal perpetuity. The Consultant
hereby expressly acknowledges the sufficiency of the Consideration towards the assignment of the rights for Content
exploitation, results and proceeds of the Services on all the modes, media and formats of exploitation known now or
hereinafter known in universal perpetuity. No act or omission on part of either Party shall constitute or be construed as
a waiver of this clause or any of its rights hereunder. All rights granted or agreed to be granted to Company shall con-
tinue to vest with the Company immediately without reservation, condition or limitation and shall remain vested
whether or not this Agreement is terminated for any reason and/or expires. Both Parties shall sign additional docu -
mentation as may reasonably require in order to effectuate the purposes and intent of this Agreement, without any ad -
ditional cost to Company. This clause shall survive the expiry or termination of this Agreement and shall bind both
Parties unless agreed in writing to the contrary and signed.

0. TERM OF AGREEMENT:
The Consultant shall render his Services under this Agreement from 16.09.2024 (“Start Date”) the same shall continue
till 1 year or such period as may be mutually agreed between the Parties (“ Term”). In case of any breach and non-per-
formance by the consultant the Company can terminate the agreement immediately without any notice. The Consult-
ant shall have the right to serve 60 (sixty) days as Probation period.

The Consultant shall provide the services from Monday to Saturday or as per Company’s requirement.

0. TERMINATION:
The Company shall have the right to terminate this Agreement with immediate effect without assigning any reason
and/or due to non-performance of Consultant’s Services to the satisfaction of the Company.

The Consultant shall have the right to terminate this Agreement by serving the Company 60 (sixty) days written notice
(emails permitted).

The Company shall have the right to terminate this Agreement in the event of breach by the Consultant of its repres-
entation, warranties and obligations with immediate effect.

In the event of Layoffs, where the company may be in a position of redundancy, closure or anything similar, the com-
pany shall provide 30 days prior notice and one month salary including the current month pay.

Upon termination of this Agreement, the Consultant shall return all documents including papers, memoranda, notes,
programmes, data and all copies thereof including any electronic record containing any business and technical inform-
ation disclosed to the Consultant by the Company or in any manner procured, received by the Consultant during his
Term of appointment with the Company.

In the event of breach of agreement, the company shall have complete right to decide the future course of action.

Notwithstanding the termination of this Agreement, the provisions of this Agreement, the nature of which should
reasonably require the survival thereof shall survive the termination of this Agreement.

0. SEVERABILITY:
 If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

0. NO ORAL MODIFICATION, WAIVER OR DISCHARGE:

No provisions of this Agreement may be modified, waived or discharged orally, but only by a waiver, modification or
discharge in writing signed by the Consultant and the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of, or failure to be in compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time
or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with re-
spect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

0. INVALID PROVISIONS:
Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not
have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion
so held invalid, unenforceable or void shall, if possible, be deemed amended or reduced in scope, or otherwise be
stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof.

This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, or -
als, arrangements or understandings, express or implied, between the Consultant and the Company with respect to the
subject matter hereof.

0. EXECUTION IN COUNTERPARTS:
The parties may sign this Agreement in counterparts, all of which shall be considered one and the same instrument.

0. TAX WITHHOLDING:
All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

0. INDEMNIFICATION:
To the fullest extent permitted by law, the Consultant shall indemnify the Company, each Director against all losses,
costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney's fees) that may incur
on account of any breach of this agreement.

0. ASSIGNMENT:
The Company may furnish Consultant’s service to any of its subsidiary, assigns, sister concerns, group companies etc.
The Consultant cannot assign this agreement and the consultant has to agree if they do not, if can be perceived as a
breach of agreement, the decision will lie with the company.

0. PARTNERSHIP:
None of the provisions of this Agreement shall be deemed to constitute a partnership between the Parties.

0. GOVERNING LAW; SEVERABILITY:

This Agreement shall be governed by and construed according to the laws of Mumbai, India. If any provision of this
Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed and the
remainder of this Agreement shall continue in full force and effect.

0. OTHER RULES AND REGULATIONS:

During this engagement, the Consultant shall be subject to all the rules, regulations and policies of the Company that
are made applicable by the Company and revised at the Company’s discretion from time to time, irrespective of
whether such details are individually notified to her.
 0. WARRANTY:
You represent and warrant to the Company that the terms and conditions of your Consultancy engagement are legal,
valid and binding upon you and acceptance of the same by you and the performance of your obligations pursuant to
your engagement by the Company does not and will not constitute a breach of, or conflict with the terms or provisions
of, any agreement or understanding to which you are a party. (Including, without limitation, any other employment or
consultancy agreements).

IN WITNESS WHERE OF, the parties here to have executed this Agreement as of the date first set forth above.

Signed and Delivered Signed and Delivered

________________________ _________________________

Akash Kumar Singh Squad VFX