Business Development Agreement

Employer: Sohaib Tahir

April 2nd 2012

Employee: Vinod Mandowara

Table of Contents 1.Summary................................................................................................... .....4 2.Term.......................................................................................................... .....5 2.1.Notice..................................................................................................... .....................5 2.2.Termination Events.....................................................................................................5 2.2.1 Termination Events. ............................................................................5 2.2.2 Effect on Compensation. .....................................................................6 2.3.Effect on Commissions. ............................................................................................. 6 3 . Contractor's Obligations...............................................................................6 3.1 Employment as Business Development Executive....................................................6 3.1.1 Key Performance Indicators.................................................................6 3.1.2 Full Time & Energy. .............................................................................7 3.1.3 Prohibition Against Competitive Activities. ........................................7 3.1.4 Sales Reports. .....................................................................................7 3.1.5 Rules & Regulations. ...........................................................................7 3.1.6 Satisfactory Performance. ..................................................................7 4.Compensation............................................................................................ ....7 4.1Compensation.......................................................................................... ....................7 4.1.1 Transaction

Fees..................................................................................7 4.1.2 Taxes....................................................................................................7 4.2 Commissions. .............................................................................................. ..........8 4.2.1 Net Sales. .............................................................................................8 4.3 Expenses...................................................................................................... ..........8

4.3.1 Communication & Other Expenses.....................................................8 4.3.2 Reimbursement. .................................................................................8 4.3.3 Adequate Documentation. .................................................................8 5 Employer's Rights to Confidentiality, Records & Lists.............................8 5.1 Soliciting Customers during Employment............................................................8 5.1.1 Noncompete.......................................................................................8 5.2 Soliciting Customers after Termination of Employment.......................................9 5.2.1 Noncompete.......................................................................................9 5.2.2 Time Period .........................................................................................9 5.2.3 Ownership of Customer Records. .......................................................9 6 Contractor's Rights & Obligations.............................................................9 6.1 Examination of Books. .........................................................................................9 6.2 Payment of Sums Due Deceased Employee. ......................................................9 7 General Provisions...................................................................................10 7.1 Independent Contractors. ....................................................................................10 7.2 Entire Agreement. ................................................................................................1 0 7.3 Force Majeure ..................................................................................................... 10 8 Understood, Agreed & Approved.............................................................12

1 Summary Date: March 18th 2012 To: Sohaib Tahir GripTechno Inc. From: Vinod Mandowara Subject: Business Development Agreement Attached is a Business Development Agreement in order to set forth all of the terms and conditions, including commission rates, for my contract as a business development executive for your company. We believe that it embodies everything we discussed. Please read the agreement carefully. We recommend that you also have it reviewed by your own qualified legal counsel. Vinod Mandowara

2 Term GripTechno Inc. hereby contracts with the Contractor and the Contractor hereby accepts the contract with GripTechno Inc. beginning on March 18th 2012 for a probationary period of 3 months, after which employment will be on a month-to-month basis as determined to be mutually agreeable. 2.1 Notice Either party may terminate this contract by providing one month's written notice to the other. 2.2 Termination Events This next section lists a number of situations that cause the Agreement to terminate. 2.2.1 Termination Events. Unless otherwise waived by GripTechno Inc., this Agreement terminates on the occurrence of one or more of the following: GripTechno Inc.'s business shuts down. The Contractor dies. The Contractor loses his legal capacity. The death of any partner in the business. GripTechno Inc.'s loss of its legal capacity to contract. The Contractor's breach of duty. The Contractor's habitual neglect of his / her employment duties. The Contractor's continued incapacity to perform his / her duties. The willful or permanent breach of the Contractor's obligations.

2.2.2 Effect on Compensation. The Contractor will be entitled to the compensation earned prior to the date of termination. The Contractor will be entitled to no compensation beyond the date of termination. If the Contractor's contract terminates, he / she must submit any claims he / she has for commissions within the period of time (in brackets) following the termination date. 2.3 Effect on Commissions. All claims for commissions are waived by the Contractor if not made within 30 days of the date of the termination. 3. Contractor's Obligations 3.1 Employment as Salesperson. The Contractor will provide sales services for GripTechno Inc.; the Contractor will sell the companys services (the 'Merchandise') to small, medium and large businesses. 3.1.1 Key Performance Indicators The Contractor agrees to contact a minimum of 100 potential leads each month and submit a minimum of 100 proposals per month to wellqualified leads. This means potential clients who have directly expressed an interest in engaging the services of GripTechno Inc., and have discussed some or all requirements of a project with the Contractor. The Contractor agrees to follow up with existing and past clients in a way that demonstrates good customer service and creates opportunities for repeat business. Generally, this will be demonstrated by following one week after the project has ended, one month after the project has ended, and three months after the project has ended, in addition to any ad-hoc contact that the Contractor deems appropriate to effectively represent the brand, and to serve the client's best interests.

3.1.2 Full Time & Energy. The Contractor agrees to devote his / her full time and energy to the performance of his / her duties, subject to GripTechno Inc. 's direction and control, and the Contractor will use his / her best efforts to sell the Merchandise in the Territory. 3.1.3 Prohibition Against Competitive Activities. During the term of this contract the Contractor shall not, in any capacity, participate in any business that competes in any manner with GripTechno Inc. 's business. However, the Contractor can still manage freelance projects of its own. 3.1.4 Sales Reports. On the last working day of each month, the Contractor shall complete and submit to GripTechno Inc. a written report and a standard Excel paper sheet, stating work contributing to Key Performance Indicators, and any other information or data that GripTechno Inc. may request. 3.1.5 Rules & Regulations. The Contractor shall strictly adhere to and obey all the rules and regulations now in effect or as subsequently modified relating to the conduct of the Contractor. 3.1.6 Satisfactory Performance. The Contractor's employment shall continue only as long as the services performed by the Contractor are satisfactory to GripTechno Inc. , in GripTechno Inc. 's sole and exclusive judgement. 4 Compensation 4.1 Compensation The Contractor will be entitled to be paid the percentage in US$ earned from projects each month, by Paypal or any other method mutually agreed upon. Contractor earnings are as follows: Services Minimum Rates Contractor (US$) Revenue (%) Web design 250 20-30 (templates only) Web development Static (HTML-HTML5) Flash Dynamic (PHP) E-commerce Domain Hosting 390 560 500 1100 35/year 20-30 20-30 20-30 20-30

SEO

200/month

20

Important note!!! If the Contractor is able to seal a contract with 20 clients per month in the first 3 months, in the 4th month the Contractor Revenue increases from 20-30% to 40%, upon agreement.

4.1.1 Transaction Fees GripTechno Inc. agrees to be responsible for all transaction fees applicable to all funds transferred by them to the Contractors account (e.g.: paypal fees, bank etc.) 4.1.2 Taxes The Contractor agrees that they are an independent Contractor and indemnify GripTechno Inc. of any and all obligations with regard to their tax reporting, payment or any other associated issue.

4.2 Commissions. As compensation for the services performed pursuant to this Agreement, the Contractor shall receive a commission of 20-30% of the Net Sales (defined above) of services sold by the Contractor. Please review point 4.1. for other details upon commissions and compensation. 4.2.1. Net Sales. Means the value amount of a project, plus any transaction fees. 4.3 Expenses 4.3.1 Communication & Other Expenses. It is recognized and agreed by the parties to this Agreement that in connection with the services to be performed for GripTechno Inc. the Contractor will occasionally expend the companys money for communication (e.g. Skype credit) or other business expenses (account fees on online freelance markets etc.). The Contractor is authorized to incur reasonable business expenses for promoting the business of GripTechno Inc. ONLY if prior written permission has been sought and received from an authorized representative of GripTechno Inc.. 4.3.2 Reimbursement. The Employer shall reimburse the Contractor from time to time (usually monthly along with base salary and earned commissions) for all business expenses incurred by the Contractor provided that the Contractor presents Adequate Documentation (defined below) to GripTechno Inc. . 4.3.3 Adequate Documentation. The Contractor is required to retain all relevant receipts and paperwork as is necessary to reasonably prove the incurred business expense. 5 Employer's Rights to Confidentiality, Records & Lists 5.1 Soliciting Customers during Employment 5.1.1 Non-compete The Contractor acknowledges and agrees that any employment as Business Development Executive or any other role with any other firm engaged in the same or similar business to GripTechno Inc. is a conflict of interest. The Contractor agrees to not engage in any other work with any firm engaged in any business that is similar to that of GripTechno Inc.'s during the time he/she is employed with GripTechno Inc..

5.2 Soliciting Customers after Termination of Employment 5.2.1 Non-compete The Contractor acknowledges and agrees that the names and addresses of GripTechno Inc. s customers constitute trade secrets of GripTechno Inc. and that the sale or unauthorized use or disclosure of any of GripTechno Inc. s trade secrets by the Contractor constitutes unfair competition. The Contractor promises not to use or disclose any of GripTechno Inc.s trade secrets or otherwise engage in any unfair competition with GripTechno Inc. . 5.2.2 Time Period For a period of 6 months following termination, the Contractor shall not either directly or indirectly disclose to any entity the names or addresses or any other information pertaining to any of GripTechno Inc. s customers. The Contractor further agrees not to call on, solicit, or take away any of GripTechno Inc.s customers on whom he / she called or with whom he / she became acquainted during his / her employment with GripTechno Inc. . The Contractor must return all customer records to GripTechno Inc. upon termination. 5.2.3 Ownership of Customer Records. Regardless of who actually purchased an original book, record, or piece of software, all records relating in any manner whatsoever to the customers of GripTechno Inc., whether prepared by the Contractor or otherwise, shall be the exclusive property of GripTechno Inc. . Upon termination of the Contractor's employment, all such books and records shall be immediately returned to GripTechno Inc. and any personal expense of the Contractor (such as a purchase of software exclusively for purposes of GripTechno Inc. business) will be reimbursed by GripTechno Inc. . 6 Contractor's Rights & Obligations 6.1 Examination of Books. The Contractor shall have the right, either personally or by his / her accountant, to examine GripTechno Inc. 's books and accounts, only insofar as they relate to the Contractor s compensation. This right may be exercised at times mutually convenient to the parties once every six months or more often by mutual agreement. 6.2 Payment of Sums Due Deceased Employee. If the Contractor dies prior to the expiration of the term of contract, any moneys that may be due under this Agreement as of the date of death shall be paid to his / her executors, administrators, heirs, personal

representatives, successors, and assignees.

7 General Provisions 7.1 Independent Contractors. The relationship between both parties established by this Agreement is that of independent Contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party.

7.2 Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party, which are not expressly stated in this Agreement, shall be binding on such parties. Any changes to this Agreement must be in writing and signed by the party against whom that writing is to be used.

7.3 Force Majeure In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a Force Majeure Event), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the

Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.

8. Understood, Agreed & Approved We have carefully reviewed this contract and agree to and accept all of its terms and conditions. We are executing this Agreement as of the Effective Date: March 18th 2012.

GripTechno Inc.

Contractor

__________________ Employer Sohaib Tahir Chief Executive Officer GripTechno

__________________ Employee Vinod Mandowara Business Development Executive GripTechno