APPOINTMENT LETTER

To,
Anant Kumar

Paona Bajar Mandir Opposite, Imphal, Manipur - 795001

Subject: Appointment for post of Senior Business Development Executive

Dear Anant,

We take immense pleasure in offering you the position of Senior Business Development Executive
with Sorting Hat Technologies Private Limited (the ‘Company’). Your employment with the Company
will be governed by terms and conditions detailed in Annexure A, and the other documents listed as
annexures in this Appointment Letter.

1. Commencement of employment: Your employment will be effective as of April 1, 2021 at our

Bangalore office. Your reporting manager and your human resource manager will define your job
responsibilities.
Salary: Your compensation and Cost to Company (CTC) including all the benefits will be INR.
461,844 per annum, the break-up of the CTC is provided in Annexure B and/or shall remain same
as provided in the Offer Letter of Appointment. Your future increments or promotion or any other
salary increase shall be based on merit considering your periodic and consistent overall
performance, business conditions and other parameters fixed from time to time at the discretion of
the management and shall not be considered merely as a matter of right.

You will be eligible for gratuity payment on completion of five years of continuous service. Such
gratuity shall be calculated as per the provisions of the Payment of Gratuity Act 1972 and any
amendments thereof. Provided however, that the maximum amount payable shall not exceed such
amount as may be notified by the Central Government from time to time. Currently, the maximum
amount payable is INR 20,00,000/-. All payments are subject to applicable tax requirements.
2. Probation: Your appointment is a permanent and fulltime position subject to (i) satisfactory
completion of such functional training as prescribed by Company, and (ii) satisfactory completion
of 6 months’ probation period from the date of joining. During the probation period you must meet
or exceed the objectives and goals allotted to you to the complete satisfaction of the Company. Your
probation period may be extended based on your performance. Your probation period shall be
considered to have been completed only on issuance of a written confirmation letter by the
Company.
3. Place of posting: You will be working remotely from your home. You may however be required to
work at any place of business which the Company has or may later acquire. During the course of
your employment, the Company reserves the right to transfer your services to any other location.
4. Hours of Work: You will be required to normally work 9 hours in a day which shall include lunch
break. You may be required to work additional hours/days as may be necessary for the proper
performance of your duties, for which you agree that the remuneration as detailed under Annexure
B sufficiently covers any compensation towards such additional hours/days of work.

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 5. Leave/Holidays: You will be entitled to holidays as mentioned in the Company Leave policy.
Company shall notify a list of declared holidays in the beginning of each year. For further clarity
on the leaves and holidays please refer to the Company Leave policy.
6. Nature of duties: You will perform to the best of your ability all the duties as are inherent in your
post and such additional duties as the Company may call upon you to perform from time to time.
Your specific duties shall be defined by your reporting manager and your Human Resource
Manager.
7. Company property: You will always maintain in good condition Company property, which may
be entrusted to you for official use during the course of your employment and shall return all such
property to Company prior to relinquishment of your charge, failing which the cost of the same
will be recovered from you by Company.
8. Borrowing/accepting gifts: You will not borrow or accept any money, gift, reward or compensation
for your personal gains from or otherwise place yourself under pecuniary obligation to any
person/client with whom you may be having official dealings and shall always be in compliance
with the Company’s Code of Conduct.
9. Verification of Information: You agree and hereby authorise the Company to conduct verification
of background and any information provided by you, including through the use of a third-party
agency. Your appointment may forthwith be terminated if the background verification is found to
be unsatisfactory or you have violated any terms of the Annexures or the information provided by
you is incomplete, false and incorrect. The decision of the Company in this regard shall be final and
binding.
10. Termination:
a. During the probation period, your employment with the Company can be terminated by the
Company, (i) immediately if you do not complete the functional training as prescribed (ii) or by
giving 15 days prior notice in writing or salary in lieu thereof if your performance is not to the
satisfaction of the Company. Once you become a permanent employee on successful completion
of the probation period the notice period shall be two months.
b. During the probation period, you may terminate your employment with the Company, without
any cause, by giving 15 days’ prior notice in writing. Once you become a permanent employee
the notice period shall be two months. You may be relieved earlier than your required notice
period at the sole discretion of the Company.
c. You shall retire from the services of the company on the attainment of 58 Years unless
specifically communicated by the Company in writing to continue in service beyond this age.
d. Company reserves the right to terminate your employment summarily without any notice
period or termination payment, if it has reasonable ground to believe you are guilty of
misconduct or negligence, or have committed any fundamental breach of contract or caused
any loss to Company or if you remain absent without leave or permission continuously for five
consecutive days except in the event of your giving an explanation regarding the cause of your
absence to the satisfaction of Company.
e. On the termination of your employment for whatever reason, you will return to Company all
property; documents and paper, both original and copies thereof, including any samples,
literature, contracts, records, lists, drawings, blueprints, letters, notes, data and the like; and
Confidential Information, in your possession or under your control relating to your
employment or to clients’ business affairs.
f. Upon your resignation, termination or superannuation of the services with the Company, you
will promptly return all the assets of Company to the Human Resource team under due
acknowledgment and obtain a No Due Certificate in the format required by Company from time
to time. Your obligation with regard to Confidentiality, Intellectual Property Rights,

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 Non-Compete, Non-Solicitation and Governing Law and Jurisdiction shall survive the
termination or expiry of this agreement by efflux of time.
g. During the term of your employment and after the termination or expiry of the same, you agree
that you will not make any statements or ask, encourage or abet anyone else to make any
statement, whether written, oral, electronic (whether on social media or other form of electronic
communication) or otherwise, which are negative or disparaging of Unacademy, any of the
members of the Unacademy, its officers, directors or employees and that he will not encourage
or induce others to disparage Unacademy, any of Unacademy’s officers, directors or employees.
You further undertake that you will not at any time, do any of the above-mentioned acts which
might prejudice the goodwill and reputation of Unacademy.
11. Applicability of Company Policy: Company shall be entitled to make policy declarations from
time to time pertaining to matters like leave entitlement, maternity leave, employees’ benefits,
working hours, transfer policies, code of conduct, organizational policies, sexual harassment policy
etc., and may alter the same from time to time at its sole discretion. All such policy decisions of
Company shall be binding on you and shall override the terms of this appointment letter to that
extent. You are requested to familiarize yourself with the policies during the course of your
employment with Company. You agree and acknowledge that you have read and understood the
terms and conditions listed in Annexure A, CTC in Annexure B, Non–Disclosure Agreement in
Annexure C and also the Code of Conduct, Company Policies, Prevention of Sexual Harassment at
Workplace Policy which is provided to you in the form of a booklet or an online access for the same,
before or along with this appointment letter for your reference. The human resource department
shall email you all the above-mentioned policy for your record and ready reference post your
joining the Company.
12. Acceptance of our offer: Please confirm your acceptance by signing and returning the duplicate
copy of this letter of appointment.

We welcome you and look forward to receiving your acceptance and to work with you.

If you accept the term of your appointment and the conditions laid down in the Annexures, please sign
and return the duplicate copy of this Appointment Letter to the Human Resource team and retain one
copy for your reference.

Yours faithfully,

Tina Balachandran
VP – Human Resource

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 I, Anant Kumar, confirm that I have read the terms of employment set out in this Appointment Letter
and attached Annexures and accept the employment. I confirm that by signing this Appointment Letter,
I agree to be bound by the terms of the same and authorize the Company to share my personal
information to third parties for verifying the authenticity of the same. I agree and confirm that I have
the required equipment and it matches the minimum equipment mentioned in Annexure A and also
confirm that I am aware that equipment with the minimum equipment is the primary requirement for
the purpose of this employment.

Read, Agreed and Accepted by:

Signature : ________________________

Name : Anant Kumar

Date : April 1, 2021

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 ANNEXURE A
Terms and Conditions
These Terms and Conditions shall form an integral part of the Appointment Letter and the following
terms shall govern the appointment and continuation of the employment between Sorting Hat
Technologies Private Limited (“Company” or “Company”) and the employee (“Employee” or “You”).
These terms and conditions are in addition to the other policies of the Company, in the event of any
conflict between the terms and conditions and any policies of the Company, the terms of the respective
policies shall prevail and govern the terms of employment.
Compensation: Compensation details are provided in Annexure B and the same shall be treated as
confidential and you shall not discuss the same with any employee of the Company, except as
otherwise required to be discussed for performance appraisal or permitted disclosures. Employee will
be paid the monthly salary on the last working day at the corporate office of the Company on a monthly
basis. All salaries will be credited to the bank account.
Reimbursement of Expenses: All the expenses incurred by an employee during the course of
employment on behalf of the Company will be reimbursed in accordance with the policies of the
Company.
Confidentiality: All the information received by the employee during the course of his employment
shall be treated as confidential and the terms of Non-Disclosure Agreement shall govern the same,
which are more fully detailed in Annexure C.
Intellectual Property: In consideration for the compensation paid by Company, Employee hereby
irrevocably assigns to the Company in perpetuity, royalty-free, worldwide, free from all encumbrances,
all the benefits, rights (vested, contingent and future), privileges, interests and advantages, in, arising
out of and in connection with the business and/or operations of the Company in relation to all
Intellectual Property, whether acquired or developed by the Employee individually or in conjunction
with others and the same shall be treated as work for hire. The Employee also agrees and acknowledge
that if the Company is unable, after a reasonable effort, to obtain the Employee’s signature on any
trademark application, letter patent, copyright application, assignment or other analogous protection
relating to a Intellectual Property, Employee hereby irrevocably appoints the Company as the
Employee’s attorney-in-fact to execute and file such application(s) and to do all other lawfully
permitted acts to further the prosecution, issuance, and (in Company’ discretion) assignment of
trademarks, letters patent, copyrights, or other analogous protection with the same legal force and
effect as if executed by the Employee.
Exclusivity: During the course of employment with Company, Employee shall devote full working
time, attention and energy to the performance of the duties assigned to him. The Employee shall not,
whether directly or indirectly, be employed, engaged, concerned or interested in any manner
whatsoever in any trade, business or profession either as consultant, part-employee, partner, director
or otherwise other than the business of the Company or accept any appointment to any office whether
for gain or otherwise, without the prior written consent of the Company.

Retirement & Superannuation: The normal date of retirement is the day the Employee completes 58
years of age and the same can be extended at the sole discretion of the Management. You will be notified
of your own normal date of retirement between six and 12 months prior to that date.

Unutilized leaves for those leaving Company: If you are leaving the employment of Company, any
un-availed holiday or lieu time should normally be taken prior to your last day of employment. It will
be at the head of department's discretion to require that any period of outstanding leave is taken during
the notice period. Exceptionally, if you have not taken your full holiday entitlement at the time you
leave, you will be paid accrued holiday pay calculated in proportion to the period already worked
during the leave year less the value of any days of holiday already taken - public holidays being ignored
both in terms of entitlement and days of holiday taken. If you have taken more than your full holiday
entitlement at the time you leave, calculated in proportion to the period already worked during the
leave year, then Company may deduct an appropriate sum from your final payment, or alternatively,

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 by mutual agreement, may arrange for you to work for some or all of these additional days without
further pay at a later date.

Retirement & Superannuation: The normal date of retirement is the day the Employee completes 58
years of age and the same can be extended at the sole discretion of the CEO of the Company. You will
be notified of your own normal date of retirement between six and 12 months prior to that date.
Personnel records and changes in personal circumstances: You should always notify your department
in writing (and Payroll Section at Company Offices as necessary) of any change to your name, address,
marital status, next of kin, etc.
Non-Compete: The Employee acknowledges and agrees that the nature of the Company's business is
such that if the Employee were to become employed by, or substantially involved in, the business of a
competitor of the Company during the Term or within 6 months of the termination of the employment,
such employment or involvement would present a risk of actual disclosure of the Company's trade
secrets and Confidential Information. Thus, in order to both ensure that the goodwill related to the
business of the Company is protected, and to avoid misappropriation of the Company's trade secrets
and Confidential Information, during the Term and 6 months thereafter, the Employee agrees not to
directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal,
partner, major stockholder, corporate officer, director or otherwise), nor have any ownership interest
in, nor participate directly or indirectly (whether on his own or through his Affiliates, family members,
relations, friends and other associates) in the financing, operation, management or control of, any
person, firm, corporation or business that is competitive with the Company (other than investments in
professionally managed funds over which the Employee, his Affiliates, family members, relatives,
friends and other associates do not have Control or discretion in investment decisions and investments
in publicly traded companies, so long as the Employee's beneficial ownership does not exceed 2% of
the public company's outstanding voting stock) in India. The Employee hereby covenants with the
Company that for the consideration payable to him under this Agreement, which he agrees is sufficient
in all circumstances, in order to protect the goodwill related to the business of the Company, a post-
termination employment restriction in the manner set out above is reasonable and necessary.
Non-Solicitation : The Employee covenants with the Company that for the consideration payable to
him under this Agreement, the sufficiency of which is acknowledged, during the Term and 1 year
thereafter, the Employee shall not either directly or indirectly solicit, induce, recruit, interview, attempt
to hire or encourage any individuals to leave the Company's (or any of its Affiliates) employment or
employ for any reason or interfere in any other manner with the employment relationships at the time
existing between or the Company (or any of its Affiliates) and its current or prospective employees.
Governing Law and Jurisdiction: The term of this employment shall be governed by the Laws of India
and the courts having jurisdiction over the registered office of Company will have the exclusive
jurisdiction to entertain and resolve all the disputes between the Parties.
Other terms: If you need any clarity relating to transfer, compliance with Governmental Laws, Rules
& Regulations, Companies policies, working hours, reimbursement of expenses, concurrent
employment, conflict of interest, holidays, retirement and exit, solicitation and information
distribution, please refer to the Code of Conduct and Company Policies.
Notices: Notices may be given by you to the Company at its registered office address. Notices may be
given by Company to you at the address intimated by you in the official records.
Miscellaneous: Failure or delay to exercise or enforce any right (or rights) herein shall not be deemed
to be a waiver of that right (or rights) nor operate to bar the exercise or enforcement. Any delay or
default caused due to Force Majeure events shall not constitute a default. Unless otherwise any term of
the Annexures is declared as invalid or unenforceable in law, all the terms shall remain in full force and
effect.

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 Annexure - B
SORTING HAT TECHNOLOGIES PRIVATE LIMITED
Maruti Infotech Centre, 3rd Floor, A-Block, Domlur,
Koramangala Inner Ring Road, Bangalore- 560 071

Name of the employee Anant Kumar

Designation Senior Business Development
Executive
Department Test Prep Sales

Details of Flexible compensation Annual Monthly

Basic Salary 184,738 15,395
House Rent Allowance 73,895 6,158
Other Allowance 181,611 15,134
Gross Income 440,244 36,687
Provident Fund Employer Contribution 21600 1800

Total Cost to Company 461,844 38,487

Deduction – Professional Tax 2,400 200

Deduction - Provident Fund Employee Contribution 21,600 1,800

Total Deduction 24,000 2,000

Salary before Income Tax Deduction 416,244 34,687

The offer shall take effect subject to a complete background verification of the Employee (including a
medical clearance, satisfactory replies from the referees, verification of personal details educational
credentials, previous employment details etc provided by the Employee) being conducted by the
Company (or any third party authorized by the Company) to its satisfaction, in accordance with its
policies as amended from time to time.

I Anant Kumar, acknowledge that I have received, read through and understand the contents of this
letter and agree to the contents herein.

Tina Balachandran Anant Kumar

VP – Human Resource Senior Business Development Executive

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 Additional Conditions:

1. Minimum Equipment Requirement under BYOD model: The Employee confirms and
acknowledges that the employment is offered on the basis of the representation made by the
Employee that he/she is in possession, owns or has access to equipment that meet the
following requirement or any other requirement that is communicated by the Company from
time to time or as mentioned in the BYOD policy:
a. Processor - Intel Core i5-8265u 3.9GHz, 4 cores or Ryzen processor
b. Memory – 8GB DDR4 SDRAM Non-ECC memory
c. Storage - 1TB HDD, 5400RPM SATA Gen 3
d. Operating System- windows10(any variant), Ubuntu.
e. Make- Dell, Lenovo, HP, Asus, Acer.
2. Equipment Allowance: Until the time the Employee is in the bring your own device (“BYOD”)
model and governed by the BYOD Policy, the Employee shall be receiving a monthly
equipment allowance of Rs. 2000/- (Rupees Two Thousand Only). The said allowance is
provided for cost incurred by the Employee towards the equipment which includes but is not
limited to:
a. Equipment upgrades;
b. software upgrades that may be required.
c. Repair and/or replacement of any equipment.
3. Internet Allowance: The Employee shall be paid monthly internet allowance of Rs. 1200/-
towards internet connection cost and this internet charges shall be applicable only during the
period during which the Employee is working in the remote model.
4. One-time Set-up cost: Employee shall be eligible for a onetime set-up cost of up to Rs. 10,000/-
(Rupees Ten Thousand Only) as reimbursement towards the initial set-up cost. Payment
towards the set-up cost shall be done post submission of relevant proof. Reimbursement shall
be processed in accordance with the Company’s current reimbursement policy.

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 Annexure C
Non – Disclosure Agreement
THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made at Bangalore on this day of April
1, 2021 by and between;

SORTING HAT TECHNOLOGIES PRIVATE LIMITED, a company incorporated in India under the
provisions of the Indian Companies Act, 2013 and having its registered office at Maruthi Infotech
Centre, 3rd Floor, Block – A, Domlur, Koramangala Inner Road, Bangalore - 560071, Karnataka
(hereinafter referred to as "COMPANY", which expression shall mean and include, unless repugnant
to the context or meaning thereof, be deemed to mean its Affiliates, directors and successors in business
and assigns;

AND

Anant Kumar, Indian National, holder of CXPPA4241R aged about 25 years, resident of India with
residential address Paona Bajar Mandir Opposite, Imphal, Manipur - 795001 (hereinafter referred to
as “the Employee”) which term includes his representatives, heirs, executors, administrators,
successors and assigns;

COMPANY and the Employee are individually referred to as a “Party” and collectively as “the
Parties.”

WHEREAS:
A. COMPANY has offered employment to the Employee and Employee has accepted the offer
and joined in employment with the COMPANY with effect from April 1, 2021 and during the
course of the employment Employee will have access to the Confidential and Proprietary
information of COMPANY and its customer, partners and other employees. The use of the
Confidential Information by the Employees shall be treated in confidence.
B. COMPANY confidential information, proprietary information, inventions, patents and other
intellectual property rights are important assets of COMPANY.
C. It is important for COMPANY to protect its intellectual property, confidential information and
proprietary information to the fullest extent and the Employee is willing to comply with the
following provisions, as part of the Employee’s contract of employment with COMPANY.

NOW THEREFORE, in consideration of the employment or continued employment of the Employee

by COMPANY or any of its affiliates, the compensation the Employee expects to receive, the continued
receipt and access to confidential, proprietary and trade secret information associated with the
Employee’s position with COMPANY, the mutual covenants, agreements and obligations expressed
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Employee and COMPANY agree as follows:

1. PREAMBLE: The above preamble shall form an integral part of this Agreement.

2. DURATION: This Agreement shall be effective on the date of commencement of the Employee’s
service with COMPANY (“the Employment”) and continue in force till 5 (five) years after the
date of resignation / termination of the Employment for whatever reason

3. DEFINITIONS
3.1 “Affiliate” means any company, trust, partnership or other entity which directly or indirectly
Controls, is Controlled by or is under common Control of COMPANY.

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 3.2 “Agreement” means this agreement as may be amended or supplemented according to the
provisions hereof.
3.3 “Confidential Information” means all trade secrets or confidential or proprietary information
or business strategies of COMPANY, including without limitation confidential or proprietary
information relating to: (i) products, contracts, personnel archives, administrative documents,
lists of suppliers, sales materials, all quality management methods, pricing methods, sales
methods, customers’ materials; any of COMPANY assets and respective actual or
contemplated business activities, the status thereof and actual or contemplated financing
thereof, (ii) any sponsors of, investors in, or lenders to COMPANY; (iii) any other contract
counterparties or business relationships of COMPANY; (iv) methods for arranging a value
chain, distributing a product or distributing revenues, technical materials, development plans,
development prospectuses, technical files, technical diagrams, drawings, formulas,
application, designs, models and relevant technical articles, technical reports, collectively, the
“Confidential Technical Information;” or (v) the status, subject matter or scope of any patent
applications relating to the Confidential Technical Information; (vi) any financial information
relating to COMPANY and all financial materials, including but not limited to all bank account
materials, stockholders’ materials, investment background; (vii) any third party confidential
information that COMPANY has the responsibility to keep confidential pursuant to laws and
agreements between COMPANY and such third party; and any other information that
COMPANY claims as confidential. Confidential Information shall be deemed to include any
verbal communication, notes, analyses, strategies, compilations, studies, interpretations,
presentations, memoranda or other documents prepared by COMPANY that contain, reflect
or are based upon, in whole or in part, any Confidential Information furnished to COMPANY,
that are to be treated as confidential.
3.4 “Control” and its cognate variations means the legal power to direct or cause the direction of
the general management and policies of the party in question either through shareholding,
representation on the board of directors or by contract.
3.5 “Inventions” means all discoveries, developments, designs, improvements, inventions,
formulas, software programs, processes, techniques, know-how, negative know-how, data,
research, techniques, and technical data (whether or not patentable, patent-eligible or
registerable under patent, copyright or similar statutes and including all rights to obtain,
register, perfect, and enforce those proprietary interests) that are related to or useful in the
COMPANY present or future business or result from the use of property owned, leased, or
contracted for by COMPANY. “Inventions'' shall include anything that derives actual or
potential economic value from not being generally known to the public or to other persons who
can obtain economic value from disclosure or use.
3.6 “Proprietary Information” means information (a) that is not known by actual or potential
competitors of COMPANY or is generally unavailable to the public, (b) that has been created,
discovered, developed, or otherwise become known to COMPANY or in which property rights
have been assigned or otherwise conveyed to COMPANY, (c) including target profiles, new
product concepts, any data related to the research and development of past or upcoming
commercial plans and strategies and (c) that has material economic value or potential material
economic value to COMPANY present or future business. “Proprietary Information” shall
include any information of a confidential or proprietary nature respecting any aspect of
COMPANY business, including but not limited to trade secrets and all other discoveries,
developments, designs, improvements, inventions, formulas, algorithms, software programs,
processes, manufacturing techniques, know-how, negative know-how, data, research,
techniques, technical data, writings and other works of authorship, illustrations, drawings,
work in process, customer and supplier lists, and any modifications or enhancements of any of
the foregoing, and all program, marketing, sales or other financial or business information
disclosed to Employee by COMPANY, either directly or indirectly, in writing or orally or by
drawings or observation, which has actual or potential economic value to COMPANY.
3.7 “Rights” means all patents, trademarks, service marks, copyrights, geographical indicators
and other indicia of ownership pertaining to Confidential Information, Proprietary
Information, Inventions or any combination thereof.

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 4. INTELLECTUAL PROPERTY RIGHTS

4.1. Employee agree that, either during the association with the COMPANY or any time thereafter
and without first obtaining the prior written consent from the COMPANY, Employee will not
disclose, use, divulge the confidential information to any third party/ies. Employee agrees
that the information relating to idea, concepts, designs, art work, project names, customer,
process, business procedure and finances, which has not been announced in Company
mailings, published in magazines or newspapers or made public some other way, shall be
considered confidential. During the course of my association or any time thereafter, Employee
will not make use of any third party Intellectual Property Rights or Confidential Information.
Employee agrees to take all reasonable measures and due care to protect confidential
Information from any unauthorized use / misuse by any person not authorized by the
company to receive such Confidential Information.
4.2. Employee agrees that all the developments, invention, discovery, improvement, process,
design, formula or idea that would be conceived or developed by me during the course of my
association will constitute and be deemed as “Works Made For Hire” and inure to the benefit of
the Company. Employee state that at all times he has / he or will have promptly disclose/d
and made available all the information and the process of any such development to the
Company and undertake to assist the Company in maintaining the confidentiality and do all
such acts to protect the Confidential Information, before and after the registration of such
Intellectual Property Rights. Employee will maintain and record the descriptions of all works
in the manner directed by the Company. All such records, copies or any other material,
irrespective of whether compiled by the Employee or by a group of Associates shall inure to
the benefit of the Company and become the exclusive property of the Company.
4.3. Employee hereby explicitly agree that the title, ownership rights, over all Intellectual Property
rights, throughout the world and in perpetuity in all the information including and without
limitation and reservations to any products, colour scheme, ideas, technical know-how, art
work, trademark, design, copyrights, patents and all other Confidential Information
irrespective of whether developed by me or with a group of persons on its own irrespective of
whether it has been registered or not, shall belong to and vest with COMPANY. Employee
hereby irrevocably ASSIGN all the Intellectual Property Rights to COMPANY and Employee
hereby explicitly waive the Employee’s right to challenge the assignment of Intellectual
Property Rights and Employee’s right to raise any suit, claim and action over the same.
Employee undertake to sign and execute all such documents to give due effect to assignment
of the Employee’s rights under this Agreement to COMPANY or any of its nominee without a
demand for any additional consideration. To the extent that the title and/or ownership rights
4.4. may not be assigned in favour of the Company by law or for any other reason whatsoever as
contemplated herein, Employee hereby irrevocably appoint COMPANY as my Power of
Attorney Holder to hold and retain all the rights throughout the world over the title, interest,
including and without limitation Intellectual Property and ownership rights in all such
information, data and developments conceived and developed by Employee.
4.5. Prior Achievements: Employee warrants and represents that, to the extent that any exist, all
unpatented inventions, improvements and developments which Employee has made, invented
or conceived prior to Employment, to which the Employee now claims title, right and interest
and which are to be specifically excluded from this Agreement (“Prior Achievements”).The
list all Prior Achievements inventions, original works with copyrights, improvements,
renovations and other business secrets shall not be transferred to COMPANY, to the extent that
are shared with the COMPANY prior to or at the time of joining in the employment.

5. CONFIDENTIALITY

5.1. Use and Disclosure of Confidential Information

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 5.1.1. The Employee agrees to use the Confidential Information, including the Confidential
Technical Information and the Proprietary Information only for legitimate official
purposes relating to the Employment (“the Purpose”) and that the Confidential
Information and the Proprietary Information shall not be used for any other purpose
without COMPANY prior written consent.
5.1.2. The Employee further agrees to restrain from putting into effect or assisting or
enabling any other party to put into effect, any method for arranging a value chain,
distributing a product or service or distributing revenues that utilizes any portion of
the Confidential Technical Information, or otherwise exploiting or commercializing
such Confidential Technical Information.
5.1.3. At all times during the term of Employment, and thereafter until such time as such
information comes into the public domain (through disclosure authorized in writing
by COMPANY), the Employee shall hold in strictest confidence, and shall not disclose
any Confidential Information or Proprietary Information or exploit such Confidential
Information or Proprietary Information for his own benefit or the benefit of another
until otherwise authorized in writing by COMPANY.
5.1.4. The Employee will promptly report to COMPANY any violation of the terms of this
Agreement to the extent that the Employee has actual knowledge of such violation
and will take all reasonable further steps requested by COMPANY to prevent, control
or remedy any such violation by the Employee.
5.1.5. Non Disclosure of Confidential Information of Third Parties: COMPANY has
received and in the future will receive from third parties their confidential and
proprietary information, subject to COMPANY duty to maintain the confidentiality
of such information and to use it only for certain limited purposes. The Employee
owes COMPANY and such third parties, during the Employment and thereafter, a
duty to hold all such confidential information or proprietary information in the
strictest confidence, and the Employee shall not disclose, use or induce or assist in the
use or disclosure of any such confidential or proprietary information without
COMPANY prior express written consent, except as may be agreed by COMPANY in
the ordinary
course of performing duties as an employee of COMPANY, consistent with
COMPANY agreement with such third party.

5.1.6. Notwithstanding the foregoing, this Agreement shall not prohibit the Employee from
disclosing Confidential Information or Proprietary Information to the extent required
in order for the Employee to comply with applicable laws, regulations, requirements
of any supervisory or regulatory authority(ies) and court orders, provided that the
Employee, unless prohibited from doing so, provides prior written notice of such
required disclosure to COMPANY to the extent reasonably practicable and takes such
reasonable and lawful actions as requested by COMPANY to avoid and/or minimize
the extent of such disclosure, at COMPANY’s sole expense.
5.1.7. The Employee agrees and undertakes that he shall not use the Confidential
Information or Proprietary Information for purposes other than the Purpose and
particularly not directly or indirectly facilitate a third party’s acquisition of a M&A
Target, by direct or indirect use of the Confidential Information or Proprietary
Information.
5.2. Exceptions
5.2.1. The obligations of the Employee specified in Section 5.1 shall not apply, and the
Employee shall have no further obligations, with respect to any Confidential
Information or Proprietary Information that:
5.2.1.1. is generally known to the public at the time of disclosure or becomes
generally known without the Employee violating this Agreement;
5.2.1.2. information acquired from the public media, except in circumstances where
the public learns the information because Employee fails to fulfil his
confidentiality obligations;

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 5.2.1.3. becomes lawfully known to the Employee from sources other than
COMPANY.
5.3. Ownership of Confidential Information and Proprietary Information: The Employee agrees
that COMPANY has complete ownership of the Confidential Information and Proprietary
Information regardless of the forms of storage. The Employee agrees that it shall not receive
any right, title or interest in, or any license or right to use (other than for the Purpose), the
Confidential Information, Proprietary Information or any intellectual property rights therein,
by implication or otherwise.
5.4. Removal of Company Property: At no time, whether during or after Employment, will the
Employee copy or remove from COMPANY, without COMPANY written approval, any
Confidential Information or Proprietary Information. After Employment the Employee will not
use any Inventions, Intellectual Property Rights, notes or memoranda, made within the scope
of Employee’s duties during Employment, for the purpose or benefit of the Employee or any
person other than COMPANY.
5.5. Return and Destruction of Confidential Information, Proprietary Information and Other
Tangible Things:
5.5.1. The Employee shall forthwith on request by the COMPANY at anytime return
Confidential Information to COMPANY and certify the same that Employee is not
holding any Confidential Information.
5.5.2. On termination of Employment for whatever reason, whether with or without cause,
the Employee shall cease to use the Confidential and Proprietary Information not
take nor allow a third party to take, and shall deliver to COMPANY, all originals and
all reproductions of Inventions or Confidential Information or Proprietary
Information, including devices, records, sketches, reports, notebooks, proposals,
its, correspondence, equipment, documents, computer diskettes, photographs,
negatives, undeveloped film, notes, drawings, specifications, tape recordings or other
electronic recordings, programs, data or other materials or property of any nature
belonging to COMPANY or pertaining to my work with COMPANY. The Employee
acknowledges that the unauthorized taking of any Inventions or
Confidential Information or Proprietary Information may be a crime under the laws
of the principal state of Employment and may also result in civil liability under those
laws.
6. REPRESENTATIONS AND WARRANTIES:

The Employee represents and warrants that:

6.1. The Employee’s performance of all terms of this Agreement and as an employee of COMPANY
does not and will not breach any prior agreements with others to keep in confidence
confidential information acquired by the Employee in confidence or in trust prior to the
Employment.
6.2. The Employee has not and shall not enter into any agreement, either written or oral, in conflict
with this Agreement.
6.3. The Employee shall have not brought and will not bring to COMPANY, or use in the
Employment, any materials or documents of a former employer (which term shall include
persons, firms, corporations and other entities for which the Employee has acted as an
independent contractor or consultant) that are not generally available to the pub
6.4. lic, unless the Employee first obtains express written authorization from any such former
employer for their possession and use.

7. ACTION ON BREACH:

Employee agrees that in the event of the breach of the obligations under this Agreement,
COMPANY will suffer huge and irreparable loss and the same cannot be quantified or fully
compensated by of monetary damages, as such COMPANY shall entitled to obtain injunctive relief
against the Employee. In addition Employee shall indemnify, keep indemnified and hold harmless
COMPANY from any damages, losses, lost profit or otherwise any loss that may be suffered as a
result of or arising from such breach of the obligations by Employee under this Agreement.

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 8. RIGHTS RESERVATION:

8.1. If one Party does not exercise its rights or take actions in response to the defaulting acts of the
other Party, it shall not be regarded as renouncing its rights or abstaining from pursuing the
other Party’s defaulting responsibilities or duties.
8.2. If one Party renounces its rights against the other Party or abstains from pursuing the other
Party’s breaches, it shall not be regarded as renouncing any other rights or abstaining from
investigating and affixing responsibility for other breaches. All such renouncement of rights
must be in writing.

9. GOVERNING LAW AND JURISDICTION:

The establishment, validity, explanation, execution and dispute settlement of this Agreement shall
be governed by the laws of India. The courts located at the registered office of the Company shall
have the exclusive jurisdiction to entertain and resolve all the disputes between the Parties.

10. NOTICE:

Any notice or communication required or allowed under this Agreement, regardless of the
communication method, shall take effect upon actual delivery of the notice at the legal domicile,
residence or mailing address of the receiving Party. If a Party alters its notification address or
mailing address, it shall notify the other Party of its new address within 3 (three) days after the
alteration. Otherwise, the defaulting Party shall be held responsible for all consequent legal
liabilities.

11. MISCELLANEOUS

11.1 This Agreement and all of its exhibits constitutes the entire agreement agreed upon by the Parties
and supersedes all prior oral or written negotiations, representations or agreements reached by
the Parties relating to the subject matter of this Agreement.

11.2 This Agreement may be supplemented, amended or modified only by the mutual written
agreement of the parties. No supplement, amendment or modification of this
Agreement shall be binding unless it is in writing and signed by both COMPANY and the
Employee;

11.3 If the articles of this Agreement are in conflict with the articles of other agreements and contracts
between both Parties, the articles of this Agreement shall control;

11.4 The titles in this Agreement are used only for convenience of reading and shall not affect the
meaning of this Agreement.

11.5 If a court of competent jurisdiction holds any provision of this Agreement to be illegal,
unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the
remaining provisions, or portions of them, shall not be affected.

11.6 The Agreement shall be binding in the principle as below, the binding effects of the Agreement
shall not be affected by the length of employment between the Parties, the reason for terminating
the employment relationship between the Parties and the amount of the Employee’s remuneration
or salaries paid by COMPANY. The Employee shall still be liable to his/her obligations under the
Agreement after the termination of the Employment for whichever reasons. No amendment or

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 changes of the Agreement shall be made upon the termination of the employment.

11.7 No waiver of a breach, failure of condition, or any right or remedy contained in or granted by the
provisions of this Agreement shall be effective unless it is in writing and signed by the party
waiving the breach, failure, right or remedy. No waiver by COMPANY of any breach, failure, right
or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

11.8 No party has been induced to enter into this Agreement by, nor is any party relying on, any
representation or warranty outside those expressly set forth in this Agreement.

11.9 This Agreement shall be binding on and shall inure to the benefit of the parties to this Agreement
and their respective heirs, executors, administrators, representatives, successors and assigns.

11.10 The Agreement shall be executed in two counterparts and one counterpart shall be retained by
each party. The two counterparts shall have equal validity and legal effect.

The Employee Herewith Confirms Reading All The Terms Of This Agreement And Understanding It
Completely And Having In Addition Received Independent Legal Advice, And By Affixing The
Signature Below Represents That This Agreement Is The Only Statement Made By Or On Behalf Of
Company Upon Which The Employee Has Relied In Signing This Agreement With Free Will And
Consent Without Any Force, Coercion Or Undue Advantage.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized
representatives as of the date first set forth above.

Sorting Hat Technologies Private Limited Employee

Name: Tina Balachandran Name: Anant Kumar

Title: VP – Human Resources Title: Senior Business Development Executive
Place and Date: Bangalore, April 1, 2021 Place and Date: Bangalore, April 1, 2021

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