EMPLOYMENT TERMINATION AND SETTLEMENT AGREEMENT This Employment Termination and Settlement Agreement (the Agreement) is made and

entered into as of [] the (Effective Date) by and between [insert name] (the Executive) residing at [insert address] and [insert name], having its registered office at [insert address] (the Company). The Parties shall mean the Company and the Executive collectively, and "Party" shall mean either of them individually. RECITALS:

A.

The Executive is one of the promoters of the Company and is employed by the Company since [] as Managing Director.

B.

The Executive is terminating his employment with the Company effective [] (the Employment Termination Date).

C.

The Company and the Executive desire to set forth herein their mutual agreement with respect to all matters relating to (i) The Executives termination of employment as Managing Director; and Executives release of claims and dues, all upon the terms set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows: 1. Termination of Executives Employment

1.1. The Executive hereby confirms having tendered his notice of resignation as managing Director to the
Company on [] (a copy of which is attached as Exhibit A) and the Company hereby acknowledges and accepts the same, subject to and in accordance with the terms of this Agreement. The Executive has tendered his resignation from the Board of Directors (a copy of which resignation is attached as Exhibit B).

1.2. Effective as of the Employment Termination Date, the Executive shall no longer hold the position of
Managing Director with the Company. The Parties herein agree that this Agreement relates solely to Executives status as an employee and not as a promoter/shareholder of the Company. The Executives employment as Managing Director with the Company will continue until the close of business on the Employment Termination Date, at which time his employment with the Company shall terminate. Following the Employment Termination Date, the respective rights and obligations of the Parties shall be governed by the terms of this Agreement.

2.

Remuneration & Payment of Dues

2.1. The Company confirms that it shall pay the Executive his normal basic salary and/ or Executives bonus
(subject to taxes) due and payable from [] up until the Employment Termination Date in accordance with the Settlement Terms and conditions prescribed in Schedule-I.

2.2. The Executive will be paid monies by way of reimbursement for all outstanding expenses (if any) that
have been reasonably and properly incurred by the Executive in the fulfilment of his duties up until the Employment Termination Date, in accordance with the Settlement Terms and conditions prescribed in Schedule-I.

2.3. The Executive hereby confirms that the only outstanding amounts due to the Executive from the
Company are as provided in the Schedule-I and the Executive agrees that the payment of the said dues (subject to taxes) to the Executive by the Company on the Employment Termination Date or within [] days from the Employment Termination Date shall be in full and final settlement of all the dues. The Executive hereby agrees and confirms that the Company does not owe the Executive any further amounts except the amounts mentioned in the Schedule-I and that the Executive does not have any further claims of whatsoever nature against the Company to the extent of his employment with the Company as a Managing Director.

3.

Property Rights

3.1. The Parties herein agree that all documents, records, data, equipment and physical property, whether or
not pertaining to Confidential Information, which were furnished to the Executive by the Company and its affiliates or were produced by the Executive in connection with his employment all of which constitute the Company Property and all of which were supplied to enable the Executive to perform his duty as the Managing Director of the Company. The Executive undertakes to return within [] days from the Employment Termination Date, all the above mentioned properties of the Company in his possession, including any material or medium from which any Confidential Information may be ascertained or derived. The Executive shall not retain any such material or property or any copies, compilations or analyses thereof effective the Employment Termination Date.

4.

Non-Disclosure of Confidential or Proprietary Information.

4.1. The Executive acknowledges that during the course of his employment, he had access to information
proprietary to the Company and/or its affiliates and/or investors and that such information includes without limitation, information regarding the following: management, methods and operating techniques; procedures and methods; sales, advertising and marketing methods; development and service methods; the business techniques; information regarding customers and products; information regarding employees and personnel; training techniques, manuals and procedures; hardware systems and software programs; information relating to the prior, current or contemplated products or services offered, inventions whether patented or not and other information that was designated by the Company and/or affiliates and/or investors as confidential (collectively, Confidential Information). The Executive acknowledges that such Confidential Information is not readily available to the public and was developed by the Company and/or affiliates and/or investors at great effort and expense.

4.2. The Executive shall not, without the prior written consent of the Company, disclose or use or make
available for anyone any Confidential Information until such time as the Confidential Information is generally published or is available to the general public not through the Executives breach of confidentiality obligations; provided, however, that Confidential Information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive).

5.

Intellectual Property Rights

5.1. The results and proceeds developed, created or generated during the term of the Executives employment
with the Company, whether or not developed, created or generated during normal business hours and whether conceived or developed alone, jointly or with others, including any and all inventions, developments, creative works, know-how and useful ideas of any description whatsoever and any works in progress (collectively, Inventions), shall to the fullest extent permitted by law be deemed to be works made by an employee under a contract of employment and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to the Executive whatsoever. If, for any reason, any of such Inventions does not accrue to the Company under the preceding sentence, then the Executive hereby irrevocably assigns and agrees to quit, claim any and all of his right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to the Executive whatsoever. The Executive shall, from time to time, as may be reasonably requested by the Company, do any and all things which the Company may deem useful or desirable to establish or document the Companys exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent the Executive has any rights in the results and proceeds generated during his employment with the Company that cannot be assigned in the manner described above, the Executive unconditionally and irrevocably waives the enforcement of such rights.

6.

Non-Solicitation and Non-Compete Restrictions

6.1. The Executive recognizes and acknowledges that during the employment with the Company, the
Executive had access to, learnt, was provided with and, in some cases, prepared and created certain Confidential Information, all of which is of substantial value to the Company and/or its affiliates. The Executive further recognizes that he may have had substantial contacts with customers, clients, investors, consultants and strategic partners of the Company and/or its affiliates and hereby acknowledges a fiduciary and Confidential relationship existed between the Executive and the Company and/or its affiliates by reason of the Executive having received any proprietary information and been privy to client, which would give him an advantage in attracting the Company and/or its affiliates clients, customers or employees. In light of the foregoing, for the period of 24 (twenty four) months from the Employment Termination Date or date he ceases to be Shareholder, whichever is later, the Executive shall not:

6.1.1. for any business, either on his own or on behalf of or through any other person, business, enterprise or
entity, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert, encourage or appropriate, any investors, clients, strategic partners or customers (referred to collectively herein as Clients) of the Company and/or its affiliates who were (a) Clients at the time of Employment Termination Date or during the one (1) year period prior to the Employment Termination Date, or (b) prospective clients at the time of Employment Termination Date with respect to which the Company and/or its affiliates have developed or made a marketing or sales presentation within the one (1) year period prior to the Employment Termination Date; or

6.1.2. either on his own or on behalf of or through any person, business, enterprise or company, directly or
indirectly, employ or retain, or knowingly permit any person, business, enterprise or company directly or indirectly controlled by the Executive to employ or retain, or solicit, entice, encourage or persuade or attempt to solicit, entice, encourage or persuade to leave the services of the Company and/or its affiliates for any reason, any other employee of the Company or its affiliate;

6.1.3. either on his own or on behalf of or through any person, business, enterprise or company, directly or indirectly, engage in any projects identical or similar to those he was involved with at the time of employment with the Company, however subject to this 24 month period.

6.2. The Executive acknowledges that based on his unique skills, position and exposure to Confidential
Information, the breach, or threatened breach, by him/her of the provisions of this Clause shall cause irreparable harm to the Company and/or its affiliates, which harm cannot be fully redressed by the payment of damages to the Company and/or its affiliates. The Executive acknowledges that the scope and duration of the non-competition and non-solicitation provisions are reasonable. If, at the time of enforcement of this Agreement, an arbitral tribunal or court holds that the restrictions stated herein are unreasonable under circumstances then existing, the Company and the Executive agree that the maximum duration and scope reasonable under such circumstances shall be substituted for the duration, scope or area stated herein.

7.

Cooperation Following Termination

7.1. The Executive agrees that, following his termination of employment effective the Employment
Termination Date, he has made and shall if required in the next [] months from the Employment Termination Date, put in all efforts for orderly transition of such work to such other employees as designated by the Company. The Executive further agrees that during and following the termination of the employment he shall cooperate fully with the Company as to any and all claims, controversies, disputes or complaints over which he had any knowledge or that may relate to the Executive or his employment thus far with the Company; provided, however, that the Executive shall be reimbursed by the Company for any reasonable pre-approved out-of-pocket expenses incurred pursuant to his duties under this Clause . Such cooperation includes, but is not limited to, providing the Company with all information known to him related to such claims, controversies, disputes or complaints and appearing and giving testimony in any forum.

7.2.

Each of the Parties agree and covenant to the other Party that they shall not orally, in writing or by other means disparage any of the other Parties or tarnish or attempt to tarnish the image of the Parties. Each of the Parties shall comply with their obligations in this regard, in good faith.

8.

Binding Agreement

8.1. The Agreement shall mean this Agreement including any Annexures and Schedules attached to this
Agreement. The Agreement shall be binding upon and inure to the benefit of the Parties hereto, their heirs, personal representatives, successors and assigns. In the event that the Company is acquired, is a non surviving party in a merger, or transfers substantially all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions of this Agreement. The Executives obligations under the Agreement with the Company shall continue to be valid even after acquisition or merger or transfer of the Company. The obligations of the Executive are personal in nature and cannot be assigned by the Executive to any other party. IN WITNESS WIREOF, EACH OF THE PARTIES HERETO HAS CAUSED THIS AGREEMENT TO BE DULY EXECUTED AND DELIVERED UNDER SEAL, BY ITS AUTHORIZED OFFICERS OR INDIVIDUALLY, AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED FOR AND ON BEHALF OF [insert name of the Company]

SIGNED BY: THE EXECUTIVE MR. [insert name]

___________________________ Signature: __________________________ Name: ___________________________ Designation:

___________________________ Signature: ___________________________ Date: ___________________________

Schedule-I Settlement Terms and Conditions