Agreement for Service on contract basis

THIS SERVICE AGREEMENT is made on the 7th day of August, 2018 at Gurugram

BETWEEN

Paint Products Inc., with office location at Sherman Oaks, 563, Carter Road, Mumbai,
Maharashtra - 400001 (India) (hereinafter referred as PPI) of the first party.

AND

Dr. Kanav Juneja S/o Srikant Junej R/o Sunrise Enclave, Paharganj, New Delhi - 110011
(hereinafter called “the contract employee”) of the second party.

WHEREAS PPI is the manufacturer and distributor of paints and coatings to industrial,
commercial and retail customers throughout the country, incorporated under the
Companies Act, 2013;

AND WHEREAS objective and functioning of PPI is to manufacture and distribute high
quality paints and coatings products used for different purposes to be delivered across the
globe;

AND WHEREAS in order to achieve the objectives of PPI various activities are carried in the
research and development domain and person(s) having required qualification and
experience and suitable for carrying out the work(s), is required on contract basis for fixed
duration;

AND WHEREAS the Contract employee has shown his interest and willingness to work
purely on contract basis in the said project in PPI;

AND WHEREAS the PPI has engaged Dr. K Juneja to work as the Head of the R&D
Department, PPI Pune Labs, on contractual basis for the period of three years, w.e.f. 7th
August, 2018, extendable on mutual consent at the remuneration and upon the terms and
conditions hereinafter appearing ;

AND WHEREAS the said engagement and conditions thereof have been approved by the
Competent Authority of PPI.

NOW THIS AGREEMENT WITNESSES and the parties hereto hereby agree as follows:

1. That Dr. K Juneja (“the contract employee”)will work in PPI on contract basis for a
fixed period of three years w.e.f. 7th August, 2018 till 6th August, 2020 , both days
inclusive;
2. PPI will pay a consolidated amount of Rupees 1000000/ fixed per month subject to
Tax Deduction at Source under the Income Tax Act 1961, as amended from time to
time. However in case of absence from work proportionate income would be
deducted.

3. That the contract employee shall be entitled to receive allowance(s) including the
allowance in the nature of Medical Reimbursement, Overtime allowance for extra
work, Transportation Allowance, and House Rent Allowance as per the guidelines
mentioned by PPI;

4. That the contract employee will at all times abide by the rules and regulations
governing the contract employees of PPI;

5. That is expressly agreed between the parties that the Contract employee shall carry
out the project work to the best of his ability, efficiently and within the stipulated
time frame, towards developing and testing a new paint that prevents metal from
rusting.

6. That the contract employee will not engage directly or indirectly in any trade,
business or occupation on his own account;

7. That he will not (except in case of accident or sickness certified by competent

medical authority) absent himself from his duties without having first obtained
permission from the PPI or its authorised officer.

8. That the Contract employee shall be liable to work 60 hours a week, at timings of his
own discretion. In case the Contract employee is not in position to complete the
required number of hours per week, the prior permission shall be taken/obtained
from the official duly authorized by PPI. If the absence of the Contract employee is
on account of public holidays applicable to PPI, no deduction from the amount
payable to him shall be made. Otherwise, the deduction shall be made from the total
emoluments payable to the contract employee.

Continuous absence from work, which in the opinion of the authorized person of PPI
will be detrimental to the work entrusted, shall entail the consequence of
 termination of this agreement and the Contract employee shall not be entitled for
any damages and/ or compensation in any manner on any account.

9. That in the event of misconduct on the part of the Contract employee or of a breach
of any of the terms and conditions herein specified, the PPI may at any time dispense
with his services and the order of the PPI dispensing with the services shall be final
and binding.

10. That it shall be lawful for the PPI, if satisfied on the medical evidence before them
that he is unfit and is likely to be so for a considerable period to continue unfit by
reason of ill-health for the discharge of his duties, to determine the service under
this agreement (the decision of the PPI being conclusive) and thereupon his services
shall be terminated.

11. That the Contract employee has represented to the PPI that he is medically fit to
carry out the work as agreed under this agreement and he is free from disease (s).
PPI shall be entitled to appoint any medical practitioner for ascertaining the state of
medical fitness of the Contract employee who shall be liable to undergo all the tests
as may be advised by the medical practitioner, in order to ascertain as to whether
the Contract employee is fit to carry out the work entrusted to him and decision of
such medical practitioner shall be final and binding on the contract employee. If it is
determined by the medical practitioner that the contract employee is not medically
fit to carry out the work, the contract employee shall be terminated and he shall not
be entitled for any compensation and/or damages in any manner on any account.

12. That the Contract employee has been entrusted work under this agreement on the
basis of information rendered by him about his suitability and believed by the PPI. If
any of the information rendered by the Contract employee is found to be incorrect
and false and/or any relevant information is found to have been suppressed by him,
the same will make the contract employee unsuitable to carry out the work in the
training programme/project and consequently the PPI will be entitled to terminate
the agreement forthwith without any notice in this regard.

13. That any information which will be gathered by the Contract employee pertaining to
the training programme/project (s) and about PPI and any information about the
work entrusted to the Contract employee shall not be divulged or made public by
the Contract employee by publishing the same and/ or by giving interview, talks and
in any other manner.
14. That in the matters not provided for in this agreement the Contract employee shall
be governed by the rules, regulations, bye-laws, guidelines, Office memorandums,
instructions and notifications lawfully made and / or issued from time to time by the
Central Government or PPI in this behalf. However so far as leave is concerned, the
leave rules applicable to employees of PPI shall not apply to the contract employee.
However the contract employee shall be entitled for one day leave in each calendar
month but such leave, if not availed, shall not be carry forward beyond the term of
agreement i.e. beyond the period of one year.

15. That the contract employee shall not be entitled to any pension, gratuity or bonus on
completion of his period of contractual service under this agreement. The Contract
employee shall not be entitled for any compensating, charges, and damages except
the consolidated/fixed remuneration stipulated and agreed between the parties
under this Agreement.

16. That on completion of fixed service period stipulated under this agreement for the
project concerned, the contract employee shall not be entitled to continue in service
of PPI in any manner whatsoever or for any other work / project /training
programme in PPI.

17. That the contract employee shall not be entitled to claim absorption, regularisation
and continuation in service of PPI in any manner and in any circumstances
whatsoever.

18. That either on completion of work entrusted to the Contract employee and / or on
expiry of the fixed period for which the Contract employee has been engaged,
whichever is earlier, the instant agreement shall stand determined and concluded
and the Contract employee shall not be entitled to continue for the remaining period
out of fixed period of one year, if any and the contract employee shall also not be
entitled to claim any compensating, charges, and damages except the amounts as
has been agreed between the parties.

19. That the contract employee hereby represent and warrant PPI that they are not
party to any written or oral agreement with any third party that would restrict their
ability to enter into this agreement or the Confidentiality and Proprietory
Information Agreement or to perform their obligations hereunder and that the
contract employee will not, by joining PPI, breach any non disclosure, proprietory
 rights, non completion, non solicitation or other covenant in favour of any third
party

20. The Participant covenants and agrees not to make any unauthorized use whatsoever
of or to bring onto the Company’s premises for the purpose of making any
unauthorized use whatsoever of any trade secrets, confidential information or
proprietary property of any third party, including without limitation any trade-marks
or copyrighted materials, during the course of the Engagement. The Participant
agrees and represents that the Engagement and the execution of this Agreement do
not and will not breach any agreement to which the Participant is currently a party
or which currently applies to the Participant.

21. In case of any breach of terms and conditions of this Agreement and non-
performance / non-adherence of any of the clause including non-providing of
satisfactory work/service, the First Party shall be entitled to terminate the
Agreement without giving Fifteen days notice to the Contract employee.

22. That either party to the agreement may terminate this agreement by giving to the
other fifteen days’ notice in writing of its intention to do so and on the expiration of
such notice this agreement shall be determined.

Provided that the PPI may pay to the Contract employee fifteen day’s salary in lieu of
such notice, and thereupon this agreement shall stand determined forthwith.

Provided further that if the PPI is not satisfied with the service of the Contract
employee, it may terminate this agreement/service of contract employee without
any notice.

23. That in the case of expiry/termination of this agreement due to whatever reasons,
the Contract employee will be entitled for payments only upto the date of
expiry/termination of this agreement, as the case may be, and the accounts will be
settled in full and final accordingly by the PPI, subject to the terms and conditions of
this Agreement within one month from the date of expiry/termination of agreement.
After making proper verification, deductions /adjustments /recoveries of claims, if
 any, of the PPI against the contract employee under this Agreement or any other
agreements /contracts executed by it and between the parties to this Agreement.

24. In case of Any dispute which may arise between the parties hereto as to the
meaning, construction or effect of any of the terms and provision of this Agreement
shall be referred to the sole Arbitration of the Director, PPI or his nominee including
any officer of PPI nominated by him. The Second Party shall not raise any objection
to such nomination on the ground that the Arbitrator is an officer of the First Party
and as such an interested party or that the Arbitrator so appointed has earlier dealt
with the subject matter of this Agreement. Any order / direction / award of the
Arbitrator shall be final and binding on both the parties. The Arbitration proceedings
shall be held at office of the First Party i.e. PPI building at Mumbai and will be
governed by the provisions of the Indian Arbitration and conciliation Act 1996 or any
statutory amendments thereof or any re-enactment thereof for time being in force.
The courts at Mumbai and Bombay High Court alone shall have the exclusive
jurisdiction in the matter.

25. That the parties to the Agreement before executing the Agreement have clearly
understood the rights/duties /liabilities/responsibilities or obligation under each and
all clauses of the agreement and have agreed to abide by terms and conditions of
the Agreement.

26. That the contract employee shall assign all the patent rights of the products created
under his guidance to PPI and in no circumstances can declare his ownership rights
over the product. But with successful creation of the product, the contract employee
shall be given an amount proportional to his contribution which would be assessed
in due course of time.

27. That the contract employee, on leaving the company under any circumstances shall
not work individualy or make partners with companies that provide direct
competition to the company for a period of 5 years. If the employee does not abide
by this term, legal actions can be taken against him by the company. After 5 years he
can work with anyone and company will have no legal rights to stop the employee,
but if he works to sabotage the company , he shall be liable for legal action.

28. That the contract employee will not, under any circumstances engage in activities
that lead to the breach of PPI’s secrecy. If done, the employee would be liable for
legal actions.
 29. That the contract employee apart from his salary and allowance shall be provided
certain shares in the company, the maturity period of which will be the tenure of the
contract, ie three years. If the employee under any circumstances shall terminate his
tenure before the maturity, his shares will be forfeited.

30. That if any provision of this Agreement is held by a court of competent jurisdiction to
be invalid or unenforceable, that provision shall be deleted and the other provisions
shall remain in effect.

IN FAITH AND TESTIMONY, the parties have set their hands to this agreement at New Delhi
on the 8th August 2018, in the presence of the witnesses.

SIGNED AND EXECUTED BY SIGNED AND EXECUTED BY

Name: -------------------------
General Manager-HR S/o ---------------------------
Paint Products, Inc. R/o ------------------------
Homi Modi Street --------------
Mumbai

witness:

1 ………………………... ( )

2 ………………………... ( )