Thank you for your interest and commitment to our health and fitness venture that is owned and operated by Upugo & Surgg Private Limited (the “Company”), a company incorporated under the India Companies Act, 2013 with its registered office at L 1202, Mantri Espana, Outer Ring Road, Bangalore 560103 (the “Venture”). You are engaged by the Company with effect from the date set out below, subject to the terms set out herein:

1. Nondisclosure + Confidentiality: 

You shall not disclose to any third party or put to unauthorised use any Confidential Information disclosed to you by us. You shall take all measures to maintain the confidentiality of the Confidential Information in your possession or control. You shall not commercially exploit the Confidential Information in any manner.
‘Confidential Information’ shall mean any and all information regarding the Venture that has been disclosed to you by us including but not limited to business and marketing-related information, financial information, target/potential customer base related information, information related to the physical training
content and modules to be used by the Venture in its business (the “Training Content”) etc. whether disclosed to you in writing, visually, electronically or orally.

2. Intellectual Property: 

Please note that the intellectual property in the Training Content that is disclosed to you is owned by several third party organisations, and we only have a
limited license to use the same in connection with the Venture. Notwithstanding the disclosure of the contents of the same to you, the ownership of such content shall remain the exclusive property of the said third party organisations. The disclosure and/or sharing of the Training Content with you shall not
constitute an express or implied grant to you of any intellectual property rights in the same, and you shall not be entitled to

(i) use by yourself; or

(ii) disclose the same to any third party without risking the consequence of litigation.

3. Qualification / experience:

You represent and warrant to us that you are qualified in law to provide the physical training services as agreed between us, and that you hold all valid licenses and approvals that are required for the provision of such services under applicable laws. Copies of all certifications and licenses held by you shall be submitted to us during your onboarding process on to our team. You further represent that all information that has been provided by you to us with respect to your
qualification, experience and expertise is true, complete and accurate.

4. Training Apparatus:

We shall provide you with various training apparatus for use by you to provide the stipulated physical training services. You shall be responsible for any
damage / misuse of such apparatus (wear and tear in the normal course of use exempted). You are also prohibited from copying or re-making such apparatuses for your own commercial benefit. You shall be the custodian of all the training apparatus in your possession, and the same shall not be used for any other professional / personal engagements.

5. Remuneration / payment structure:

During the term of this Agreement, you shall be entitled to a monthly salary of INR ______. The Company shall be obligated to pay you the said salary notwithstanding the number of students in a class upon your proof of presence to conduct the sessions. Thisarrangement shall also be in due course supplemented with the payment of a certain agreed  percentage of student conversion and the incremental batches mobilised by each coach as
remuneration for the services rendered by a coach/trainer.

6. Exclusivity:

You agree that for a period of one

(1) year from the date hereof you shall provide your services exclusively to us, and you shall not contract with, or provide any services to any other person or entity within the territory of India. You shall not, during the term of your engagement with us, contact or provide any service to any person other than through our platform.

7. Recovery of Expenses:

Please be notified that we would be undertaking an expenditure of approximately USD 750 in providing you the UpUgo TTT, train the trainer program from an established international coach. In the event that you terminate this agreement before the expiry of a period of one

(1) year from the date of execution, the Company shall be entitled to recover from you the aforesaid amount of USD 750.

8. Non-compete & Non-solicit:

During the term of your engagement, and for a period of two

(2) years following the termination of the same, you shall not directly or indirectly start, join, assist, engage in any new venture business/activity (whether as a
partner, shareholder, director, employee, consultant or in any similar capacity or manner whatsoever) which competes, or may disrupt, stem the growth of the Venture in any manner. You further agree that during the term of your engagement, you will not engage, whether for compensation or not, in any activity that is similar, or that which may compete with that of the Venture. During the term of your engagement and for a period of one

(1) year after the termination of the same, you shall not directly or indirectly employ, or knowingly permit any person directly or indirectly controlled by you to
engage any person who is engaged with us, or in any manner facilitate the departure of any such person from his/her engagement by us; or directly or indirectly interfere with or attempt to disrupt the relationship, contractual or otherwise, between us and any of our employees / consultants or solicit, induce, or attempt to induce our employees/consultants to terminate their engagement with us. You agree that the provisions of Clause 7 above are necessary to protect our goodwill and interest, and the remuneration agreed to be paid to you hereunder includes the consideration that is payable for the compliance by you of the provisions of this Clause 7.

9. Indemnity & Liability:

We shall indemnify you against any and all legal liability that arises to you for bona fide coaching services provided by you to a student enrolled with us through our platform, provided that you shall forego such right to indemnity if the liability arising to him/her is attributable to grave negligence or misconduct attributable to you, or failure to adhere to recommended safety norms.

10. Safety:

You agree that you shall all, at times while providing the services hereunder adhere to the recommended safety norms.

11. Consequence of breach:

Please note that any breach of the obligations set out in Clauses 1, 2 and/or 3 above would constitute breach of contractunder applicable Indian civil laws (which could entail the consequence of payment of monetary penalty/compensation) and breach of trust for the purposes of applicable Indian criminal laws (which could entail the consequence of payment  of monetary fines / simple imprisonment).

12. TDS:

The Venture shall deduct tax at source from the payments due to you hereunder, in accordance with the requirements of applicable law.

13. HR Policies:

you shall be required to abide by the terms of the policies that may be issued and published by the Venture from time to time including a leave policy, travel and
reimbursement policy, exit policy etc.

14. Not an employee:

You agree that you are hereby engaged by the Ventureon a consultancy basis and in no event shall there be an employer – employee relationship between you and the Venture.

15. Termination: This letter can be terminated by you after providing a prior written notice of at least sixty (60) days to us. Similarly, we shall be entitled to terminate this letter by giving you a prior written notice of at least sixty (60) days. However, termination of this letter on any ground shall not relieve you of your
obligations set out in Clauses 1, 2 7 and 8 above

Thank you for your interest and commitment to our [brief description] venture (the “Venture”). The terms and conditions set out below shall bind us until
such time that a corporation is incorporated to own and manage the proposed Venture, and the said corporation enters into a definitive agreement with you.

1. Non-disclosure + Confidentiality:

You shall not disclose to any third party or put to unauthorised use any Confidential Information disclosed to you by us. You shall take all measures to maintain the confidentiality of the Confidential Information in your possession or control. You shall not commercially exploit the Confidential Information in any manner.
‘Confidential Information’ shall mean any and all information regarding theVenture that has been disclosed to you by us including but not limited to business and marketing related information, financial information, target/potential customer base related information, information related to the physical training content and modules to be used by the Venture in its business (the “Training Content”) etc. whether disclosed to you in writing, visually, electronically or orally.

2. Intellectual Property:

Please note that the intellectual property in the Training Content that is disclosed to you is owned by several third party organisations, and we only have a limited license to use the same in connection with the Venture. Notwithstanding the disclosure of the contents of the same to you, the ownership of such content shall
remain the exclusive property of the said third party organisations. The disclosure and/or sharing of the Training Content with you shall not constitute an express or implied grant to you of any intellectual property rights in the same, and you shall not be entitled to (i) use by yourself; or (ii) disclose the same to any third party without risking the consequence of litigation.

3. Qualification / experience:

You represent and warrant to us that you are qualified in law to provide the physical training services as agreed between us, and that you hold all valid licenses and approvals that are required for the provision of such services under applicable laws. You further represent that all information that has been provided by you to us with respect to your qualification, experience and expertise is true, complete and accurate.

4. Services & commitments: You agree to make yourself available for at least ____ continuous days every _______ months when you shall travel to
Bengaluru to provide the services as set out below:
• Physical training and guidance to students enrolled with us;
• Providing assessment forms to the enrolled students at regular intervals; and
• Providing a training curriculum for the enrolled students.

5. Remuneration / payment structure:

As has been disclosed to you, you shall be paid an hourly service fee of Rupees ________ for the services provided by you. We shall also bear your travel, lodging and commuting expenses connected with your travel to Bengaluru to provide the services stipulated hereunder.

6. Exclusivity:

You agree that for a period of one (1) year from the date hereof you shall provide your services exclusively to us, and you shall not contract with, or provide any services to any other person or entity within the territory of India.

7. Indemnity & Liability:

We shall indemnify you against any and all legal liability that arises to you for bona fide coaching services provided by you to a student enrolled with us through our platform, provided that you shall forego such right to indemnity if the liability arising to him/her is attributable to grave negligence or misconduct attributable to you, or failure to adhere to recommended safety norms.

8. Safety:

You agree that you shall all, at times while providing the services hereunder adhere to the recommended safety norms.

9. Definitive Agreement:

Further details of your engagement shall be recorded in a definitive agreement that shall be executed between you and the corporation owning the Venture within a period of three (3) months from the date set out herein. Failure to execute the said definitive agreement on any ground shall not relieve you of your obligations set out in Clauses 1 and 2 above.

10. Consequence of breach:

Please note that any breach of the obligations set out in Clauses 1, 2 and/or 3 above would constitute breach of contract under applicable Indian civil laws (which could entail the consequence of payment of monetary penalty/compensation) and breach of trust for the purposes of applicableIndian criminal laws (which could entail the consequence of payment of monetary fines / simple imprisonment).

11. Termination:

This letter can beterminated by you after providing a prior written notice of at least fifteen (30) days to us. Similarly, we shall be entitled to terminate this letter by giving you a prior written notice of at least fifteen (15) days. However, termination of this letter on any ground shall not relieve you of your obligations set out in Clauses 1 and 2 above.

1. OBJECTIVE
1.1. Upugo & Surgg Private Limited (the “Company”) takes a very firm and strict approach against any kind of child sexual abuse or molestation. Pursuant to this objective, the Company requires that every coach, contractor or other service provider associated with it executes this Policy, thereby agreeing to be bound by its terms.

2. GENERAL STANDARD OF CONDUCT
2.1. Sexual abuse or molestation is strictly prohibited. Sexual abuse or molestation may include, but is not limited to:
2.1.1. Any sexual activity, involvement, or attempt of sexual contact with a person who is a minor (under 18 years old) where consent is not or cannot be given.
2.1.2. Physical assaults or violence, such as rape, sexual battery, abuse, molestation or any attempt to commit such acts.
2.1.3. Unwanted and intentional physical conduct that is sexual in nature, such as touching, pinching, patting, brushing, massaging someone’s neck or shoulders, and/or pulling against another’s body or clothes.
2.1.4. Material such as pornographic or sexually explicit images, posters, calendars, or objects.
2.1.5. Unwelcome and inappropriate sexual activities, advances, comments, innuendoes, bullying, jokes, gestures, electronic communications or messages
(e.g. email, text, social media, voicemail), exploitation, exposure, leering, stalking or invasion of sexual privacy.
2.1.6. A sexually hostile environment characterized as comments or conduct that unreasonably interferes with one’s performance or ability to function or creates an intimidating, hostile, or offensive environment.
2.1.7. Direct or implied threats regarding submission to sexual advances.

3. REPORTING AND COMPLAINT REDRESSAL
3.1. Any person (including the aggrieved child, his/her parents/ legal guardians or other third parties) may report any conduct that constitutes or may constitute sexual abuse or molestation under this policy to Ms. Raji Viswanadhan, [designation], at [email id]. Any and all such complaints received in this regard shall be properly investigated by a domestic inquiry committee constituted by the Company consisting of Ms. Raji Viswanadhan ([designation]), Ms. Shivali Gupta ([designation]) and Mr. Amit Gupta ([designation]) as its members.
3.2. If the investigation initiated by the Company reveals that a coach, contractor or any other person engaged by the Company has acted in violation of this Policy, the Company shall take appropriate disciplinary action (including termination of the engagement) and where appropriate, assist the aggrieved parties in making a criminal complaint to the police.
3.3. Neither the Company nor its directors or officers shall be liable for any legal
consequences that may accrue to a person who acts in breach of this Policy.