The General Terms & Conditions (“GCTCs”) as mentioned below shall form part and parcel of the overleaf form filled (“Form”) by
you and shall collectively be referred hereto as Agreement between Accume Business Consulting, having its registered office
at; 709 Apollo Premium, Vijay Nagar Indore 452011, (hereinafter referred to as the “Consultant”, which term shall unless
excluded by or repugnant to the context or meaning thereof, shall include its successors and permitted assigns) AND You the
above said registered “Client” which term shall unless excluded by or repugnant to the context or meaning thereof, shall include
your successors and permitted assigns. We shall collectively be referred to as “Parties” and individually as “Party”.


1. Unless terminated earlier, this Agreement shall come into effect on date of signing (“Effective Date”) and shall remain valid
for a period of 06 months from the Effective Date, or until the Client has selected and then finalized the respective
business/investment /opportunity, whichever is earlier (“Term”). The Privileged Client agrees that the Registration Fee as provided
under Clause (a) of Exhibit A is an upfront and a non -refundable fee, valid only for a period of 06 months from the Effective Date


2. The Consultant shall be providing consulting services to you the Premium Client in relation to the business opportunities as
desired by you the Premium Client in the overleaf Form, so as to enable the Premium Client to identify and select an appropriate
business/investment opportunity as a franchisee/distributor/business associate/Premium Client. The Premium Client shall share all
details and information such as its preferential investment sectors, time period and plans for making investment, investment
amount, source of funds etc. for the proposed investment with the Consultant, so as to enable the Consultant to identify an
appropriate business/investment opportunity for the Premium Client. The Premium Client acknowledges that in providing its
services hereunder, the Consultant will be solely relying on the information provided by the Premium Client. The Consultant shall be
under no obligation to verify any information provided to it by the Premium Client and shall not be liable for the accuracy and
completeness of information furnished to it by the Premium Client. The scope of services shall include One year Magazine
Subscription, Senior Consultant to advice the client on Regular basis, analyzing the information provided by the Premium Client,
Industry Report to be shared
with the Client, reviewing its database for potential businesses/investment opportunities, as per the profile, interest, risk and
investment appetite of the Premium Client, sharing with the Premium Client, the qualifications of such potential business/investment
opportunities, the returns from such business/investments opportunities, key risks etc., assisting the Premium Client in short listing
and selecting the business/investment opportunities in the said industry as reflected in the above Form, scheduling meetings/calls
with all prospective businesses Client and if required, representing the Premium Client during such meetings for enabling the
Premium Client to finalize the selected business/investment opportunity. The Premium Client agrees and acknowledges that upon
successful sign up of the agreement between the brand and the Premium Client, the Consultant shall not be held liable for any
claim or demands arising due to the business relationship or dispute between such signed lead/brand and the Premium Client.


3. The Premium Client shall promptly inform the Consultant for any Brand converted/ materialized during the term of the
agreement as well as post termination of this Agreement, which are/were materialized as result of Consultant’s efforts during the
Term of the Agreement, and the Premium Client acknowledges that the Consultant is bound to be paid by the Premium Client for
such Business Closures.


4. The Consultant shall provide the services under this Agreement with promptness and diligence and at a level of proficiency
usually expected from a consultant with the background and experience that the Consultant has represented it has. However, the
Parties acknowledge that the Consultant cannot and does not warrant the success of the transaction contemplated hereunder and
further the Consultant does not guarantee that the actual results of the services rendered, will be similar to any of the projections or
forecasts provided by the Consultant under this Agreement.


5. In consideration of the consulting services to be rendered by virtue of this Agreement, the Premium Client shall make
payments respectively as mentioned in Exhibit – A annexed hereto.


6. The Premium Client shall pay upfront non refundable registration fee to the consultant and in consideration of the consulting
services to be rendered by virtue of this Agreement, the Client shall make payments respectively, as mentioned in Exhibit – A
annexed hereto.


7. The Premium Client shall not offer to hire or hire any person who is currently, or was within a period of six months of such
hiring, employed by the Consultant with whom the Client had contact during the tenure of this Agreement. Further, the Client
covenants that the Agreement shall be exclusive in nature and that during the Term of this Agreement the Client shall be debarred
from hiring third party for similar Services as those being rendered by the Consultant under this Agreement. Nothing contained in
this Agreement shall prevent the Consultant from entering into similar agreements with any third party, for providing services similar
to the Services envisaged under this Agreement. The Client hereby agrees that regardless of the fact that business deal or
prospects happened on a lead, reference or hiring services from any third party, the Client shall continue to liable to pay
professional fee to Consultant on agreed terms on such business deal.


8. The Premium Client makes the following representations and warranties to the Consultant:

(a) it has the power to enter into this Agreement and comply with its obligations under it;


(b) it has in full force and effect the authorizations necessary for it to enter into this Agreement and the transactions contemplated under it;


(c) The information provided to the Consultant do not contain any untrue statements or misrepresentation or facts or
omit to state any material fact that is required to be stated or intimated to the Consultant; and


(d) It has requisite financial stability and back up to carry out the investment/business opportunity selected by it from the
options proposed by the Consultant and such funds have been obtained in compliance with applicable law.


9. The Consultant shall have the right to terminate this Agreement by giving a prior notice of 15 (Fifteen) days’, upon happening
of the following events:

(a) If the Premium Client is in breach of its payment obligations under this Agreement;

(b) If the Consultant finds that the Premium Client has furnished incorrect information to the Consultant; or

(c) If any of the representations and warranties given by the Premium Client under this Agreement are violated or false;

(d) Where the Premium Client is a Company or a Partnership Firm, if any of the Directors of the Premium Client’s company or if
any of the Partners of the Premium Client’s firm, has subsequently turned unsound mind or otherwise incompetent to
Agreement. In case the Premium Client is a proprietorship concern, the same would apply to the proprietor.


10. Upon termination of this Agreement:

(a) The Premium Client shall make payments of all outstanding dues, if any, to the Consultant within 7 days from the date of
termination;

(b) Each Party shall deliver to the other Party all property or confidential information in its possession and exchanged between
them pursuant to this Agreement.

(c) The Premium Client shall comply with its payment obligations with respect to the leads that are concluded post termination
by virtue of this Agreement.


11. Each Party shall maintain confidentiality of the terms of this Agreement and the information received by virtue of same.
Notwithstanding the foregoing, nothing in this Agreement shall prevent either party from making any disclosure of Confidential
Information required by law.


12. The Premium Client undertakes and agrees that it shall not circumvent the role of the Consultant at any-time with respect to
the transaction contemplated under this Agreement or in relation to the Services being provided by the Consultant, whether by way
of side agreement or otherwise. Further, the Premium Client shall ensure that any person, entity, company connected with it,
formally or informally, does not cause or bring about circumvention as above, by proceeding directly at any stage during the Term of
this Agreement thereby, bypassing and directly approaching any lead/brand so introduced by Consultant. The Premium Client
acknowledges and agrees that during the Term of this Agreement, if the Premium Client receives any business offer or proposal
from any lead/brand so introduced by the Consultant, directly or indirectly, then it shall provide the details of the same to the
Consultant and shall always proceed through the Consultant.


13. The Premium Client further undertakes and agrees that if any lead/brand so introduced by Consultant is utilized by any of his
Relative/close acquaintance, then it shall provide the details of the same to the Consultant and shall always proceed through the
Consultant. Wherein the word “Relative” for the purposes of this Agreement shall mean as a person shall be deemed to be a
relative of the Premium Client if
(a) they are members of a
Hindu, undivided family; or
(b) they are husband and wife; or
(c) the one is related to the other as the Father, Mother (including s
tep-mother), Son (including step-son), Son’s wife, Daughter (including step-daughter), Father’s father, Father’s mother, Mother’s
mother, Mother’s father, Son’s son, Son’s son’s wife, Son’s daughter, Son’s daughter’s husband, Daughter’s husband, Daughter’s
son, Daughter’s son’s wife, Daughter’s daughter, Daughter’s daughter’s husband, Brother (including step-brother), Brother’s wife,
Sister (including step sister), Sister’s husband or otherwise is related to the Premium Client in any manner whatsoever.


14. The Parties agree that upon expiry of the Term or earlier termination thereof, the Premium Client shall be bound to pay to the
Consultant, the Success Fee, pursuant to Section 5 above, if any, within 7 days to the Consultant, arising on account of conversion
of the potential business/investment opportunities into a lead, wherein, such opportunity was introduced to the Premium Client by
the Consultant, during the Term of the Agreement.


15. The Premium Client acknowledges and agrees that the Consultant’s observation and recommendations pursuant to this
Agreement are purely advisory in nature and shall be restricted for Premium Client’s use only. Thus, the Premium Client must undertake its own evaluation and due diligence qua the potential business/investment opportunity proposed by the Consultant and seek its own fiscal, legal or financial guidance.


16. This Agreement shall be governed and interpreted in accordance with the laws of India. All disputes arising between the
Parties shall be settled as per the provisions of Arbitration and Conciliation Act, 1996, by the sole arbitrator to be appointed by the
Consultant. The award of the sole arbitrator shall be final and binding upon the Parties. Arbitration shall be conducted in the English
language and the seat of arbitration shall be Indore.


17. Premium Client shall protect, indemnify and save harmless the Consultant from and against any and all damages, claims,
suit s, actions, judgments, costs and expenses whatsoever (including reasonable legal fees) which may be suffered or incurred
(a)
as a result of breach of the obligations by the Premium Client under this Agreement,
(b) as a result of the representations or
warranties made by the Premium Client found to be untrue, false or misleading,
(c) as a result of gross negligence or willful
misconduct of the Premium Client,
(d) by third party for loss or damage to property or personal injury or death of such third party,
resulting from, or incidental to Premium Client’s performance under this Agreement.


18. Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential loss, damage, cost or
expense including, without limitation, loss of profits, loss of data, and loss of revenues, of any kind whatsoever and however
caused, whether arising under contract, tort (including negligence or breach of statutory duty) or otherwise, even if that Party has
been advised of its possibility.


19. The Parties agree that pursuant to Clause 15, the Consultant’s liability shall be limited and not exceed the amount of
engagement fee received by it from the Premium Client pursuant to Clause 5.


20. The failure at any time of either Party to demand strict performance by the other of any of the terms, covenants or condition s
set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and either Party may, at any time, demand
strict and complete performance by the other of such terms, covenants and conditions.


21. The Premium Client shall have no right to assign or transfer any of its rights or obligations hereunder without the express
prior written consent of the Consultant. Provided however, the Consultant shall be entitled to freely assign or transfer its rights or
obligations pursuant to this Agreement with prior intimation to the Premium Client.


22. The invalidity or unenforceability of any provision in this Agreement shall in no way affect the validity or enforceability of any
ot her provision herein. In the event of the invalidity or unenforceability of any provision of this Agreement, the Parties will
immediately negotiate in good faith to replace such a provision with another, which is not prohibited or unenforceable and has, as
far as possible, the same legal and commercial effect as that which it replaces.


23. Neither Party shall be liable for any loss to the other Party caused by the failure to observe the terms and conditions of this
Agreement, wherein such failure is occasioned by any cause beyond the other Party’s reasonable control such as act of God, war,
insurrection, riot, fire, flood, epidemic, earthquake, strikes, lock-outs, labor controversy, civil commotion, act of terrorism, any
change/repudiation of law, statute, act, rules, regulations, policies, bye-laws or similar cause. The Party having any such cause
shall promptly notify the other Party in writing of the nature of such cause and the expected delay.


24. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of Agreement and
supersedes all communications, negotiations and agreements (whether written or oral) of Parties with respect hereto made prior to
the date of this Agreement.


25. No amendment or other variation of this Agreement shall be effective unless it is in writing, is dated, expressly refers to this
Agreement, and is signed by a duly authorized representative of each Party.


26. It is agreed between the Parties that the relationship of Consultant with the Premium Client is that of an independent
contractor and that the obligations and responsibilities of the Consultant to the Premium Client are limited to those specifically set
forth herein.


27. Nothing in this Agreement shall be deemed to create any agency, partnership, joint venture unincorporated association, co -
operative entity or other joint relationship between the Parties hereto or constitute any Party the agent of the other Party for any
purpose or entitle any Party to commit or bind the other Party in any manner or give rise to fiduciary duties by one Party in favor of
the other Party.


28. The Consultant shall have the right to sub-contract any part of its scope of work or Services required to be rendered by it
under this Agreement to any third party.