Franchisee Partner Agreement

of 21

Franchisee Partner Agreement

This Franchisee Partner Agreement is made on this ________day of__________Month of year _______between PARTIES

HumanCapital Management Private Limited, a company incorporated in 2010 under Company Act and having its Registered Office at 628/A, 1st Floor, Indiranagar, Bangalore -560038, Landmark: Above CANARA Bank, Near BDA complex. hereafter referred as HumanCapital or Company or Organization as required, with company website address www.humancapital.in represented by Mr Srinivasarao Kanneganti, Director. And

Mr/Ms/ . .. ....an Individual Person /Body Corporate with Permanent Address .. .. ..... and current address for communication ......with email id .. Telephone: Mobile: Fax: . hereafter referred as Franchisee Partner or Partner as required.

WHEREBY IT IS AGREED as Follows:

of 21

1 Definitions

HumanCapital Management Private Limited, a company incorporated under company act, with objective to provide comprehensive Human Resource Management Consulting, Training, Outsourcing and Technology Services worldwide and facilitate the employment of all eligible persons to utilize their skills and competencies for well rounded development of Nation. HumanCapital is providing Franchisee Business opportunities for skilled and competent Human Resource management, Sales and Marketing Professionals, or Qualified Persons with Business interest on entrepreneurship /self employment basis and authorizing them to represent Legal Branch of HumanCapital for delivery of products and services to customers within the limits of the terms and conditions of this agreement.

Franchisee Partner (FP), an individual person or body corporate volunteered as an entrepreneur / Supplier of Services on self employment basis to setup and operate the Legal Branch of HumanCapital Management Private Limited with required Infrastructure in a specified location with worldwide market scope to deliver HumanCapital Products and Services, in lieu of professional charges calculated as percentage of Revenues without any fixed Salary or Fixed Remuneration as per this Agreement.

Authorised Consultant, an individual person or a body corporate volunteered to provide professional services on their subject matter expertise to the customers of HumanCapital Management Private Limited through in coordination with Branch Offices of HumanCapital as per the terms and conditions of Authorized Consultant Agreement. Authorised Consultants work on Freelance Basis with worldwide scope for delivery of services. HumanCapital Branches assigns the work order to Authorised Consultants time to time and Train and Certify and also markets the Authorized consultants services to clients worldwide to create market for them through HumanCapital Network.

HumanCapital Client or Customer means the individual or body corporate that has paid and obtained services from HumanCapital, or its Branches from any location worldwide, or as identified may be.

Party or Parties means HumanCapital Management Private Limited, Franchisee Partner, or both, as the context so requires.

HumanCapital Employment CenterTM is a Branch Office of HumanCapital at any location in India, operating with a vision to facilitate Employment for all. Employment Centers are run by HumanCapital franchisee partners on revenue sharing model, with support of Authorised Consultants. All functions of the branch are fully integrated with corporate functions with same systems, processes, and Procedures. Every Branch strictly adheres to the policies and procedures of HumanCapital in running the Branch operations at the Specified Branch Location

Specified Branch Location: Assigned Location of Branch to the Franchisee Partner, as part of this agreement

of 21

2 HumanCapital Obligations to Specified Branch Location 2.1 HumanCapital as required by the Law, registers a HumanCapital Branch as per State Shops and

Establishment act with all permissions from local authorities as required within reasonable time approximately within 120 days or as soon as possible after signing and fulfilling this franchisee partner agreement. The HumanCapital Branch Office is registered on the Building Address Provided by the Franchisee Partner. The Branch shall display Name Board clearly the Humancapital Employment Center, Logo, HumanCapital Management Private Limited, Name, in local, English language with address, telephone and website details. The Franchisee Partner or their representative is authorized to represent as Manager in Charge at Branch Office, in all legal documentation.

2.2 HumanCapital Corporate functions extends the required support to all the branches including Leadership, Accounting, Marketing, Legal, HR, Customer Support, Applications, Systems from the centralized corporate office location

2.3 HumanCapital provides the necessary product and service related information, marketing collaterals, and training to the Franchisee Partner and/or their employees to perform the roles at Branch office effectively and efficiently.

2.4 The HumanCapital is responsible to review and approve the employees appointed by Franchisee partner to work for HumanCapital Branch before they deliver services to customers of HumanCapital. The employees are expected to be on the Payroll of franchisee partner and shall be deputed to HumanCapital Branch as part of this agreement. The HumanCapital shall review periodically the compliance of applicable labor laws at branch with franchisee partner.

In case the franchisee partner wishes to take employees from HumanCapital Payroll to run the branch operations, the HumanCapital shall recruit and deploy staff at each branch location as per Franchisee Partner request, Provided Franchisee partner keeps 2 months of their Salary as Security Deposit with HumanCapital at any point of time. The Salary is adjusted every month from the share of Franchisee Partner Fees payable.

2.5 The HumanCapital maintains a centralized support center to coordinate with all branches for successful delivery of services. The support eam shall provide customer Leads as many as possible without any limit or guarantee, and also shall follow-up on customer service, and coordination of functions as defined time to time.

2.6 HumanCapital provides all the branches marketing Collaterals support in digital form to specified branch location aligned with corporate branding strategy.

2.7 HumanCapital opens the bank Account in the name of Humancapital Management Private Limited at the specified location, shall integrate Bank Accounts of Branch with Corporate Centralized Accounts for immediate processing. The Branch Account is managed by central finance team of HumanCapital. The Humancapital centralized Finance Team share the branch account statement with Franchisee partner once in 30 days, and releases the revenue share of franchisee partner once in 30 days to the partner bank account directly online. And also gives the statement of payment through email.

2.8 HumanCapital, in near future , is planning to release the revenue share of Franchisee partner more frequently through arrangement of automatic division of receipts and release to partner account from Branch Bank Account in arrangement with Bank.

2.9 HumanCapital pays the income for Franchisee Partner as percentage of realized revenues collected based on the sharing terms for each product and services delivered to customer as professional Service charges once in

of 21

30 days or more frequently if HumanCapital decides in the future as per the terms of this agreement, deducting any applicable taxes as per statutory and regulatory requirements

2.10 HumanCapital also agrees to reimburses all the allowable expenses to Franchisee Partner on submission of bills for the same on actual as per sharing terms, as specified in allowable expenses list as annexure 4 as per this agreement

2.11 HumanCapital integrates the Specified Branch Location run by Franchisee partner and its employees with other branch locations worldwide fully as one team

2.12 HumanCapital provides company email id for all the key employees in all the Branches including franchisee partners. The employee Salaries, and their local travel, related expenses and their compensation and benefits are always paid by Franchisee Partner and are completely excluded from Humancapital responsibility

2.13 HumanCapital reviews, audits, and provides necessary feedback to Franchisee Partners to ensure successful operations of HumanCapital Branch at the Specified Location.

2.14 HumanCapital involves Franchisee Partner in Leadership Decision Making, Policy & Strategy, Marketing Plans Creation, Pricing Decision, and Customer Service requirements finalization as much as possible to build effective teaming for success.

2.15 HumanCapital performs all the accounting and statutory audit on all customer transactions related to the specified branch location run by Franchisee Partner periodically to avoid financial irregularities and non compliance with statutory requirements. HumanCapital takes the full ownership for all accounting audit at every branch and Franchisee Partner agrees that any irregularities from their side they owns the complete responsibility for the irregularity fully and abide by the decisions of HumanCapital Management including penalties and damage recoveries and penal charges if any.

2.16 HumanCapital allows the Franchisee Partner to approach any client anywhere in the world to get the business for branch without any territorial restrictions, and also mandates to cooperate and coordinate the closure of sales that may be initiated by other branches in the specified Branch locatation. This cooperation will include revenue sharing between the branches without any conflict.

2.17 HumanCapital treats the Franchisee Partner as Middle Management of the company and suitably designated as Branch Manager or Branch Operations Manager, Branch Head or Partner etc as applicable, and suitable training and support is provided to grow the Franchisee partner further as Successful Entrepreneur

2.18 HumanCapital sets the policies and procedures time to time to run the operations successfully and takes the responsibility to communicate across to the branches regularly.

2.19 HumanCapital also owns the responsibility to define, modify or alter or delete the terms and conditions the business in the best interest of company and its partners.

3 Franchisee Partner Obligations

3.1 The Franchisee Partner agrees to fully adhere to the HumanCapital Management Policies, Procedures, Standards, Management Systems, software platform, operating Guidelines, Code of Conduct established for India wide locations as well worldwide locations, as applicable for the Specified Branch Location.

3.2 The Franchisee Partner completely operates the Specified Branch in full integration with HumanCapital corporate and worldwide Locations.

of 21

3.3 The Franchisee Partner takes the plans, instructions and guidelines from corporate office and senior management regularly to ensure the branch operations are executed successfully with full strategic alignment with HumanCapital. Franchisee Partner reports to Regional General Manager or CEO or Assigned role for the purpose of performance management. All the branch plans and status, issues are reported once in a week for operational effectiveness and efficiency. The reporting formats are defined as part management system definition following the ISO9001 standards. The HumanCapital also share all the up-to-date information and status on the activities to all the partners as part of strategic alignment. The employee operating at Specified Branch Location reports to Franchisee partners. The employee reports shall be summarized and forwarded to central team for issues handling and support.

3.4 The Franchisee Partner agrees fully to adhere to the terms and conditions of this agreement throughout the agreement Period and post this agreement period as applicable.

3.5 The Franchisee Partner is responsible to represent HumanCapital during any service done to the clients of any nature. Partners cant represent self or any company they own or Third Party Company which is of conflict with HumanCapital Business, at the branch of the HumanCapital unless in writing allowed as part of this agreement. In case of partner doing other business at the shared premise on permission, and then efforts should be made to avoid confusion in the minds of HumanCapital customers. The Partners can disclose their relationship with HumanCapital to officials of govt as required, and shall provide first the information about such enquiry to HumanCapital at the specified branch location, In case of those partners who are running other businesses, they should clearly explain HumanCapital as different entity from the Franchisee Partner organization , incase explanation is required to clarify. HumanCapital brand should be protected in all the cases at each branch location run by Partners

3.6 The Franchisee Partners have to operate the Branch of HumanCapital formally fulltime or appoint a full time employee on his behalf along with establishing required Infrastructure at the specified branch Location as per the agreement that includes required Laptops, desktop computers, software, printer cum scanner cum fax machine, tables, Training rooms and chairs, Projectors, owned/rented office with space of Minimum 250 Sq ft to 10000 Sq ft with required furniture. The complete infrastructure is fully owned or rented by Franchisee Partner at their own investment or cost. In case of rented office space, the partner has to give proof of valid rental agreement with permission to run Humancapital branch for the period to enter into this agreement. In case of additional employees recruitment at branch, the Franchisee partner has to provide additional infrastructure for the same as part of his share of revenue. HumanCapital expects least cost solution for infrastructure and minimal office Space with Lean Operations with good quality service for profitability.

3.7 The Franchisee Partner has to provide guarantee of permission to use the Building for HumanCapital Branch purposes for the agreement period for HumanCapital without any rent or license fee. The building rent is paid by the Franchisee Partner all the time. In case the building is not owned by Franchisee Partner, then active rent or lease status shall be maintained throughout the agreement period. In case of dispute on the rental or lease agreement, associated fittings and fixtures, utilities the Franchisee Partner takes the complete responsibility for any dues, consequences, and indemnify HumanCapital to the extent fully.

3.8 For generating more revenues and for servicing clients as part of contracts signed by Branch, HumanCapital may deploy additional employees at Specified Branch Location for required period, and Franchisee partner shall allow them to operate from the branch without any financial and access restrictions and conditions, as the work of those people is directly or indirectly linked to increase the branch revenues.

3.9 The Franchisee Partner can run the Specified Branch Location by appointing required manpower on the franchisee partner payroll. The employees biodata need to be shared with Humancapital for review and approval. Humancapital retains the right to remove the employee from Humancapital Branch in case the employees placed at branch are not suitable for the role or causing any legal issues. Franchisee Partner have an option to run the specified branch location by taking people from the HumanCapital Payroll, but the total cost of employees including PF, ESI/Insurance benefits the partner has to

of 21

bear from their share. In this case, Franchisee partner agrees to keep 2 months salary amount as security deposit with HumanCapital to ensure smooth processing of salaries on time, in case the partner share of revenue is not sufficient to pay the employee salaries. Incase, the security deposit is reduced to zero, the HumanCapital retains the right to terminate the staff. It is expected and agreed by Franchisee partner to bring in new investments within the time to maintain the security deposit level to 2 months always, incase the deposits are used for payout of staff.

3.10 Franchisee Partner while providing staffing services to employers, the staff are placed on humancapital payroll with prior permission for each recruitment from centralized HR Team. The revenues from Staffing Services for Specified Branch Location are calculated based on the margin available on Staffing services. The salaries and benefits paid to contract staff and applicable taxes are excluded from the net revenue calculations strictly. It is must for the franchisee to obtain full permission to recruit any staff on contract on humancapital payroll, failure to follow this clause makes the franchisee partner liable for all the consequences arising out of staffing including payment of salaries, losses, damages, if any, and franchisee partner agree to indemnify the Humancapital fully in such cases.

3.11 All employees recruited with prior approval at the branch for staffing services are always on payroll of HumanCapital only. The corporate HR team handles all the salaries payments, compliance with HR laws fully at all the branches. The collection of Account Receivables for Staffing payments from clients is the responsibility of Franchisee partner at the Specified Branch Location.

3.12 The Franchisee Partner shall develop local market for HumanCapital products and services and perform sales of all products and services by actively dealing with individuals, institutions and corporate employers and government. The Partner actively sells HumanCapital products and services and also meticulously follow-up with potential orders and also pending payments and collections. HumanCapital extends centralized support on follow-up in terms of Payments but collections physically should be done by Franchisee Partner

3.13 The Franchisee Partner agree to pay any license and associated costs to be payable to University/or any authorized body for obtaining permission to run distance education courses or any services. The Humancapital notify the services and costs to all the partners and franchise partners have option to choose the services which they can manage to run at the HumanCapital branches.

3.14 The Franchisee Partner agree to pay any payments which are at reasonable and fair means to be borne by partner, including expenses related to local authorities and administrative charges.

3.15 The Franchisee Partner also contributes fully to the excellent service delivery through effective coordination with consultants and trainers, and customers.

3.16 The Franchisee Partner will keep full and accurate records, in a form stipulated by HumanCapital of all Services performed in connection with this Agreement (Records). HumanCapital conducts periodic quality, Financial and statutory audit on the operations of branch, and the partner shall support all such governance activities fully without any objections, For accounting of branch, centralized Accounting team directs and coordinate with Franchisee Partner for maintenance of accounting records. And once in Month, quarter, reconciliation be done by observing the records physically, for this purpose, the partners has to maintain some kind of index in spread sheet. Training will be provided for the same.

3.17 The Franchisee Partner in all cases during this agreement period gives access to the branch office building to all the employees of HumanCapital, and clients of HumanCapital for their visit with or without information during working hours.

3.18 The Franchisee Partner agrees to reimburse HumanCapital Management Private Limited, a onetime Franchisee Development Charges. This charge includes partner On Boarding charges, including partner training and development, Business Plan sharing and Business Opportunity Provision including

of 21

Entrepreneurship Development and Branch support from central team and software setup cost. This onetime reimbursement is against the expenses HumanCapital incurs in developing the Partner and Branch to productivity level at specified Branch Location initially. The Franchisee Partner agrees to pay HumanCapital this onetime expense reimbursement to the extent of 200,000/- for URBAN Branches (above 50,000 People) and 100,000/- for Rural Branches at the signup of this agreement. The payment shall be made through check or DD in favour of HumanCapital Management Private Limited payable at Bangalore. Or can directly deposit in to the ICICI BANK account # 016905009446, INDIRANAGAR BRNACH, BANGALORE -560038, KARNATAKA ( RTGS/NEFT/IFSC: ICIC0000169).

3.19 The Franchisee Partner always collect from customers any cash, cheque, and DD or moneys always in the name of HumanCapital Management Private Limited by providing formal receipt or invoice and deposit the same to the Branch Bank Account provided by HumanCapital at that Specified Branch Location. Within 24 hours of collection or preferably on the same day. In case of Sunday/holiday, the deposits shall be done by next business day.

3.20 The Franchisee Partner is responsible for all the cash collected at the branch, and all the receipts and bills of services and collections need to be maintained for statutory accounting audit any time. Special Care need to be taken to handle the cash all the time. And loss of cash in hands of partner is charged to the partner in full and will be recovered from the partner formally.

3.21 The Franchisee Partner will promptly carry out the Service in respect of Assignments issued in a competent, professional manner, observing all directions and instructions given by HumanCapital, doing nothing to detract from the reputation of HumanCapital, and continuing to maintain the technical capability accepted by HumanCapital as suitable for each specific service.

4 Allowable Expenses, Reimbursements and Deductions

4.1 HumanCapital Agree to share the cost of allowable expenses at Branch, as per share mentioned in annexure 4 of this agreement and agrees to reimburse the amount from the branch revenue to Franchisee Partner.

4.2 For all allowable expense, the Franchisee Partner agrees to spend money initially from his pocket and agree to get reimbursed from HumanCapital by submitting the actual bills for the same. The payment for the same will be done from the revenue share of branch on availability of funds as soon as possible.

4.3 The Franchisee Partner also authorizes to deduct any amount from the Franchise partner share, payable to HumanCapital on availably of funds in Branch Bank account, before releasing the remaining amount to partner as part of payment procedure.

4.4 Only allowable expense items authorized as part of this agreement or any prior approved in writing are considered for reimbursement, , and in case, any other unapproved item is submitted for payment, HumanCapital retains the right to reject the reimbursement claim.

4.5 The Franchisee Partner will commit to extend courtesy to all outstation employees of HumanCapital who ever visit the Branch, by coordinating and organizing stay in economic accommodation and food, travel for the purposes of training, branch audit and review, not applicable for regular sales or operational visits. The Franchisee Partner account the expenses under allowable list for such visits on actual basis and get the reimbursement from the revenues as per sharing terms.

5 Recurring Annual Support Charges

of 21

5.1 To keep the all India Branch Network active and live with full support, in addition to servicing customers for revenue generation, HumanCapital needs large amount of capital and the small percentage of same cost is shared to all Franchisee Partners across the country as Minimal Annual Support Charges.

5.2 The annual support charges are revised time to time in discussion with all Franchisee partners India wide and amendments to this agreement will be issued as long as the agreement is in force. HumanCapital retains the right to increase or decrease or eliminate the annual support charges during the term of this agreement at its own judgment of business, and promises to maintain mutually beneficial WIN Win Business Relationships all the time.

5.3 The Franchisee Partner agrees to pay HumanCapital Management Private Limited, recurring annual support charges of 60,000 per year for Urban Branches (city population above 50000 as per census 2011) and 40000 for Rural Branches as reimbursement of support costs. The amount will be deducted from the Franchisee partner share of revenue directly and will not be asked to pay from the partner any time from new investments. The Franchisee partner fully agrees and authorizes the HumanCapital to deduct the same from their share of revenues as part this agreement. The deductions are applied based on availability of funds in unequal installments. This recurring support charges amount is used to educate partner and his employees on various Trainings, Legal Expenses, Liaisoning cost, Product Development, R&D, Database Purchase and Development, and other Capital Investments as required maintaining strong business Brand across the country.

6 Compliance Obligations

6.1 The parties are responsible for ensuring that

(a) The Services are carried out in a safe manner with full integrity and honesty, complying to all the rules and regulations of the Government, and

(b) The Services are carried out as per the policies and directions of the HumanCapital without any deviations and

(c) The Services are carried out as per client requirements, and

(d) The Services are carried out with full compliance to Intellectual Property Rights, Protection of Client Information, and HumanCapital information without any kind of speculation, leakage, loss of data, or any conflict of interest.

(e) The HumanCapital and Franchisee partner shall maintain all legal compliance and take all measures in relation to compliance where partner interests may have an effect.

(f) The Franchisee Partner shall report any conflict of interest or appearance of conflict of interest immediately to the HumanCapital, failing to which the HumanCapital is authorized to take suitable action on the Franchisee Partner as per the terms and conditions of this agreement. The conflict of interest is detailed with examples here, Diverting HumanCapital Business to other sources, Dual Representation, Representing self, or other competitors to clients of HumanCapital for personal gain, circumvention of this agreement with interest to take over the overall revenue etc.

7 Term

7.1 This Agreement shall take effect on the date of this Agreement and shall continue to be in force till either one of the party terminates by giving 90 days notice. The term is perpetual in general and HumanCapital wish to

of 21

maintain lifelong business relationship in all normal circumstances without giving any specific guarantees or warrantees as a policy.

8 Revenue Sharing and Payment to Franchisee Partner

8.1 In consideration of the Franchisee Partner Contribution to the Branch Infrastructure and offering Professional services along with investments, HumanCapital agrees and fully commits to pay from the Net Revenue (applicable Revenues taxes, direct input costs if any) totaling upto maximum 70%. The 70% share of net revenue includes all the professional services and infrastructure cost at the branch, and includes payment to employees and or empanelled consultants appointed by Franchisee partner, Rent, utilities, local marketing, travel, hardware and software, compliances cost. 70% share includes full cycle of client sourcing to service delivery including payment to involved employees, consultants etc,

8.2 In case of only sales and invoicing support done without any service delivery performed at branch level, HumanCapital agrees and fully commits to pay from Net Revenues totaling upto maximum 30%. This 30% includes all the professional services and infrastructure cost in marketing, sales and support cost, but excludes the consultant or expert service cost.

8.3 In case of client referrals to other branches, where no full sales cycle performed or no infrastructure is used but only lead generation, a referral commission of 10% is payable by other branch to this Branch.

8.4 Where two branches are involved in delivering services, the branches share the revenues proportionate to the service out of 70% of the revenue share. The branch raising invoice shall decide the payment to other branch as per sharing guidelines set for the services. The branch that is raising Invoice shall provide post sales support. This will allow each branch to raise lot of leads and allow other branches to do service based on their proximity to the customer location. This will reduce the travel cost, allow local branch to develop relationship with local clients.

8.5 In case the Lead is generated by Authorised Consultant and given to any Branch run by Franchisee Partner, Franchisee partner agree to pay 10% of Net revenue out of their share to Authorised Consultants.

8.6 The payment disbursement to Franchisee partner is done once in 30 days through electronic transfer or cheque or more frequently as processed. In case of delay in the payment, and is not made within 90 days then HumanCapital should pay simple interest of 10% for delayed period.

8.7 HumanCapital expects from all the Branches operated by Franchisee partners, Payment collection support for its centralized services done through HumanCapital website and Corporate Office. The revenue collected for these centralized services, the Partners get 5% of revenue as collection support fee. This collected amount is not counted as part of Branch Revenue for revenue sharing.

8.8 In case of Franchisees doing contract Staffing Business, where the working capital is involved from HumanCapital to offset the salaries and invoice cycle delays, based on the cost of capital, the maximum 30% share is given to Franchisee partner from the realized net revenues excluding the staff salaries and statutory cost; in case the working capital is managed by Franchisee partner for staffing services, the share of Franchisee Partner is maximum 70% out of the margins in the staffing services

8.9 Humancapital also fixes standard payment rates for some services sold or offered at the Branch level.

8.10 Humancapital expects all partners to participate in the development of HumanCapital Branch Network and also authorized consultant Network, and Agrees to pay the Franchisee partners upto 20% of amount collected from new partners on signup.

of 21

8.11 HumanCapital provides the Partner the statement of Accounts at Specified Branch Location and his share of revenue, clearly demarking fully realized revenues, and accounts receivables, accounts payables etc, and give complete support and explanation for any errors or omissions. And duly incorporate any changes required, if mistakes are committed by HumanCapital. The Partner can always make a representation to HumanCapital for any such discrepancies in the payment and HumanCapital fully commits to resolve them amicably. HumanCapital shall provide monthly account statement for reconciliation for the specified branch to Franchisee partner

8.12 Subject to the Franchisee Partner presenting HumanCapital with a valid receipt, Bills, HumanCapital will compensate Franchisee Partner for allowable expenses as per sharing terms in the process of delivering Services on actual only. The Franchisee Partners shall take permission from HumanCapital for such expenses in advance, failing to which, HumanCapital is not liable to pay the expenses, and even it is submitted for Reimbursement.

8.13 Franchisee Partner is responsible to collect the payments including of service taxes for all the services delivered at Branch and shall deposit the same to Humancapital bank Account. Humancapital will deduct the taxes applicable before to calculate the net revenues to finalize the share amount of partner

8.14 Franchisee Partner is responsible to undertake group Health, Insurance and Accidental Insurance policies, and Statutory compliances for the all the employees recruited by Franchisee Partners on their payroll.

8.15 In case of Humancapital central teams are involved, where client cancels or Terminates the contract or Defaults due to bad service or client intentionally act, the Partner shall not blame or charge HumanCapital for that Failed Service, as it was not intended. HumanCapital will make all attempts to collect the payment from the customer incase HumanCapital is not in default. Same way No Branch will be blamed for lost sales opportunity after lead generation by other branches including centralized teams.

8.16 In case of joint programs where multiple branches and central offices of HumanCapital are involved in closing sales, the respective sales contributions of those branches are only considered for revenue sharing calculations. This situation generally occurs for public workshops, conferences, road shows etc. where the participants can be accumulated from different branches to deliver service.

8.17 The HumanCapital payment collection methods include online payment gateways, Mobile Payment Gateways, Point of Sale Devices, cheque, DD, and Cash by giving humancapital receipt. The Sales of Branches sometime collected at corporate location through online or mobile. The Specified branch should work with corporate team or finance team to check the collections on such sales recorded by branch, and also corporate marketing team should track the sale to particular branch for accounting

8.18 The Sales done without involving any branch are considered as direct sales by the corporate, and no share is offered to any partners in such sales, and HumanCapital reserve the right to market and sell all its products in any geography worldwide in all cases. HumanCapital Reserves the right to pass a lead to partners based on its assessment of customer requirements and Partner ability in dealing such customer requests or business cases. HumanCapital retains the right to share the information all the time as it feel in the best interest of company, partners and customers.

8.19 There is no geographic boundary attached to any branch. HumanCapital maintains policy of worldwide scope for marketing, and to setup branches - one branch for one village or ward of city in India and one branch per one city in international location. In case of villages or towns or cities with population above 5000 people, HumanCapital reserve the right to open multiple branches. This strategy is to capture the maximum market share with large ground presence and also bring abilities to handle at least 100 staff to over 1000 staff at each branch in organized manner to achieve the targets.

of 21

8.20 The Pricing structure for all products and services are provided as guideline on minimum, but there is no maximum structure on most of the products and services. Franchisee Partners can decide the maximum pricing structure based on their local conditions, consultants, customer profile, except for those products and services which are fixed by HumanCapital exclusively.

9 Business interests and requirements

9.1 It is a condition of this Agreement that before the Franchisee Partner, or any nominee, acquires any shareholding or any business, or other interest, which may reasonably be thought likely to affect, interest of HumanCapital, the independence and objectivity of the Services provided pursuant to this Agreement, HumanCapital shall be informed of the proposed acquisition in order that HumanCapital may consider the compatibility of that acquisition with the provision of Services under this Agreement

9.2 The Franchisee Partner will not during a period of two years commencing from termination of this agreement, solicit or accept work of the same or similar nature directly or indirectly from any client or customer of HumanCapital unless permitted in writing. This is a non competition clause for limited period to protect the business interest of Humancapital. Partners can do any other business other than same business of HumanCapital without activating this clause. Partners are allowed to take-up full time employment with any company including competitors, and this clause will not be applicable in such cases, except starting the same or similar business. In case partner decides to start the same or similar business as of HumanCapital after termination of this agreement, then 10% of revenue generated as per audited returns for period of 2 years need to be paid to HumanCapital as compensation to loss of revenue due to action of Franchisee Partner, failing which HumanCapital treats that as violation of this agreement and HumanCapital has the right to recover the damages through legal means including supported claim to the business damages. The franchisee partner here by confirms and explicitly agrees for this clause as part of this agreement.

9.3 Franchisee Partner is allowed to own and run any other business in other premise(s) which is not in conflict with HumanCapital Business all the time, in such cases, full time Marketing or Operations Manager need to be appointed as Humancapital Branch to ensure full time operations of the branch are not affected.

9.4 HumanCapital shall be entitled to deduct from any revenues owed to the Franchisee Partner any sums paid to the Franchisee Partner in respect of Services undertaken where a Conflict exists or documented cause for deduction and the Franchisee Partner has failed to inform HumanCapital of such Conflict or cause i.e Parallel businesses, where HumanCapital revenues are diverted and HumanCapital has evidence of the same against partner. Or any amount recoverable out of expenses chargeable to Partner.

10 Transfer of Franchisee Partner Agreement and Goodwill collection

10.1 Franchisee Partner Agreement is non Transferable to any third party at all times. Only HumanCapital can enter into this agreement with any new partner freshly. Incase franchisee partner want to terminate the Business relationship and want to secure business investments by referring the new partner, then HumanCapital is willing to consider any such requests in positive frame of mind, to protect the investments done by the current franchisee partner at the branch.

10.2 The new partner has to enter into fresh agreement with HumanCapital as per set terms and conditions applicable at that time by paying the one time Franchisee Development charges.

10.3 The Current Partner can negotiate the price of the infrastructure and resources, and expected Goodwill for the volume of business at the branch, and can collect the amount from the new Franchisee partner directly. This amount is in addition to one time Franchisee Development Charges HumanCapital collects from the new partner directly.

of 21

10.4 In case, the partner closes the operation without referring new partner, then HumanCapital may or may not operate the Branch. Incase HumanCapital wish to operate the same location with same infrastructure and team, the existing partner can negotiate with HumanCapital for sale of infrastructure and resources at fair value. HumanCapital will not pay any goodwill to partner at any time

10.5 HumanCapital reserve all rights including not accepting the new partner without giving any reasons, if HumanCapital believes the new partner is not suitable to carry out the branch operations as per this agreement.

11 Termination

11.1 Without prejudice to any right of action against the Franchisee Partner, this Agreement may be terminated forthwith by HumanCapital without notice if:

(a) The Franchisee Partner engages in any conduct or activity which, in the opinion of HumanCapital, is incompatible with the proper discharge of services under this Agreement;

(b) The Franchisee Partner commits a breach of any of the terms of this Agreement;

(c) The Franchisee Partner is the subject of an application for bankruptcy or insolvency

(d) The Premise provided by the Franchisee Partner is not available for HumanCapital to operate its branch, either due to lapse of rental or lease agreement or default of payments liable to pay due to utilities, govt or to any third-party.

11.2 This agreement can be terminated by Franchisee Partner anytime during the term, by giving advance notice of at least 90 days, and shall exit formally by completing the documentation for cessation of Franchisee partner relation legally.

11.3 The onetime Franchisee Development Charges reimbursed and recurring annual support charges paid to HumanCapital are non refundable all the time. Strictly No claim from Franchisee partner will be entertained at any time during the term or post term period by HumanCapital. The gains/losses associated with business are risks the partners have agreed to undertake as part of this agreement, and termination of this agreement does not results into any claims on other party.

11.4 Incase HumanCapital want to terminate the agreement, they shall also give 90 days notice for Partner. HumanCapital reserves the right to terminate without any notice period, incase, Franchisee Partner has violated the terms of this agreement, has got into illegal act which put HumanCapital into disrepute including legal claims from the third-party, where HumanCapital is responsible to pay damages due to the act of Partner. In case of HumanCapital employees of the specified branch included, the HumanCapital can decide to terminate the employees also. The HumanCapital decision is final in such cases

of 21

11.5 Without prejudice to Clause 11.1 proceeding, either Party may terminate this Agreement without cause upon 90 days written notice. Incase less notice period is required; the parties have to agree for the same in writing.

12 Confidentiality

12.1 The Franchisee Partner will be under a continuing duty by virtue of this Agreement to keep confidential and not to use, except for the purposes of this Agreement, any information acquired in the role as a Franchisee Partner of HumanCapital, except with prior sanction in writing from HumanCapital as the case may be. Such duties shall continue after the expiry of this Agreement without limited of time, but shall not apply in respect of

(a) Information independently in the Franchisee Partners possession; or

(b) Information acquired or developed independently and lawfully by the Franchisee Partner; or

(c) Information in the public domain

12.2 The Franchisee Partner shall not publicise or make known their supply of services under this Agreement without the prior written consent of HumanCapital. This clause will protect the Franchisee Partner and HumanCapital as, the Franchisee Partner will always represent HumanCapital, and so never two faces are presented to the clients at the Branch of HumanCapital. The partner is revenue sharing partner in HumanCapital system for the specified Branch Location without any fixed payment commitments.

13 Copyright, Trademarks, Rights

The copyright, Trademarks, Intellectual Property rights in any report, documentation or information on whatever media prepared by the Franchisee Partner pursuant to this Agreement shall vest in and be the property of HumanCapital notwithstanding termination hereof unless otherwise expressly agreed in writing by HumanCapital. The Franchisee Partner undertakes to sign any deeds, documents or agreements reasonably required by HumanCapital in order to perfect HumanCapitals title in the same.

HumanCapital own the trademarks, service marks and trade names "Humancapital Employment Center" and HumanCapital and other trademarks, service marks and trade names, logotypes, emblems, designs, labels, signs, and symbols, copyrighted materials and other intellectual property used in connection with the offer, sale, promotion and presentation of the HumanCapital Programs (collectively, the "Marks"). The Marks constitute an integral part of the HumanCapital System, and some of the Marks are used while delivering services as part of this agreement, along with any intellectual property. No ownership is offered to the Partner on any such Marks, except permission to use as part of this agreement for delivery of Services on HumanCapital Name during the agreement term. Partners are not allowed to use any such marks post term of this agreement.

Any violation of copyrights of HumanCapital, HumanCapital reserve the right to recover the losses to the extent of damage as perceived by HumanCapital fully from the Partner without any limit, and partner agree to abide by the same fully.

14 Rights Reserved By HumanCapital HumanCapital reserve all rights not specifically granted to partner in this Agreement. These include but are not necessarily limited to the following

a) HumanCapital may own and operate, and authorize others to own and operate, HumanCapital Employment Centers and/or HumanCapital branches, or Businesses at any location inside or outside

of 21

the specified Branch Location, including those which may be situated immediately proximate to, adjacent to or abutting the boundary of the Branch. HumanCapital in principle may not operate any branch, expect regional offices in the same vicinity or District unless it is a megacity, where one branch cant serve the customers effectively., The Partners are advised to operate more locations in case of available market by increasing marketing staff. Incase partner accept or reject the idea of opening new branches, the HumanCapital can choose to open new office to support the customers in that area either on its own or through partners. This anyway will not restrict any Franchisee partner to seek business from same area or anywhere in the world.

b) To purchase, merge, acquire, be acquired by or affiliate or partner with any other business organization, including one that provides HR Services, training or instruction that is competitive with HumanCapital Programs, whether or not the other business organization provides HR Services, Training services in the Territory;

c) To change at any point of the agreement period , the revenue sharing terms, charges and fees, the product prices, introduction or withdrawal of products, services, notifying of the partners on the costs, sharing of the cost or charging to franchisee partners any input or direct cost.

d) Upon the termination or expiration of this Agreement, HumanCapital may continue the operation within the same location at same or different address, to establish HumanCapital Businesses (either ourselves or through other partners, licenses, joint ventures or any other business combination) which will establish HumanCapital Branches and offer and sell those products and services which this Agreement contemplates to offer.

15 Indemnification

15.1 The Franchisee Partner shall indemnify HumanCapital against each and every liability which HumanCapital may incur to any other person whatsoever and against all claims, demands, proceedings, damages, costs and expenses sustained or payable by HumanCapital to the extent that the same arise by reason of any negligence or default by the Franchisee Partner in the performance of his obligations under this Agreements.

15.2 The Franchisee Partner shall keep HumanCapital indemnified against any costs or expenses of any kind whatsoever which may be incurred as part of this agreement, which HumanCapital has not specifically authorized in writing

16 Arbitration

16.1 If a dispute or difference arises between the Parties in connection with or arising out of this Agreement which cannot be settled by mutual agreement it shall be referred to and determined by a sole Arbitrator in Bangalore, in accordance with the Arbitrator Acts ( or any statutory modification or re-enactment thereof) .The Arbitrator shall be appointed by agreement between the Parties or in default of agreement within fifteen (15) days of either requesting the other for such agreement , by the President or a Vice-President for the time being of the Chartered Institute of Arbitrators on the application of either party who has made such a request.

16.2 The Arbitrator shall determine all such matters with oral hearings duly supported by Documentary evidence. In the event of any default by either party in respect of any procedural order made by the Arbitrator , the Arbitrator shall have the power to proceed with arbitration in the absence of that Partys documentary evidence and , if appropriate , oral evidence and to deliver the Arbitrators award. The award of the Arbitrator shall be final and binding upon the Parties.

17 Variations 17.1 If the Franchisee Partner forms the reasonable opinion that the Services cannot be completed in accordance

with the agreement or other requirement of this Agreement, the Franchisee Partner shall inform

of 21

HumanCapital in writing immediately. HumanCapital may then agree to either amend or terminate the agreement as per the termination conditions

18 Notices

18.1 Any notice , request, instruction or other document to be given hereunder may be delivered or sent by Registered post or courier or by fax ( such fax to be confirmed by letter posted within 12 hours) to the address of the other Party set out in this Agreement ( or such other address as may have been notified ).

19 General

19.1 Nothing in this Agreement shall create or be deemed to create a partnership or a relationship of employer and employee, or relationship of Principal and Agent between the Parties. The termination, determination or expiration of this Agreement by effluxion of time shall not constitute dismissal nor shall the Franchisee Partner be entitled to the payment of any compensation, redundancy payments or otherwise upon the occurrence of the same.

19.2 The Franchisee Partner shall not have the authority to create a liability against, HumanCapital without approval formally either by document.

19.3 Both parties will always act in a professional manner, and will not criticize each other publicly and will not act that will cause disrepute to others, in any manner.

19.4 This Agreement together with the documents referred to in it contains the entire agreement between the parties with respect to is subject matter and may not be modified except by an instrument in writing signed by the duly authorized representatives of both parties.

19.5 To the extent that either partys performance is prevented or delayed by Acts of God like fire, earthquake, flood, etc , either totally or in part , for reasons beyond that Partys control , then that party will not be liable, so long as it resumes performance as soon as practicable after the reason preventing or delaying performance no longer exists. Each Party shall bear its own costs and expenses in relation to the preparation, negotiation and implementation of this Agreement and the agreements and arrangements of which it forms a part

19.6 In the event that any provision of this Agreement or any part thereof shall for any reason be held by any judicial determination to be invalid or unenforceable the valid and enforceable parts of this Agreement shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision for the provision of this Agreement held to be invalid or unenforceable as aforesaid to reflect the purpose of intent (as closely as may be possible) of such provision.

19.7 No failure or delay by any party in exercising any of its rights under this Agreement shall be deemed to be waiver thereof and no waiver of a breach of any provision of this Agreement shall be deemed to be waiver of any subsequent breach of the same or any other provision.

19.8 Subject to Clause. 19.9 & 19.10, neither Party shall dispose of sublicense, assign, transfer or otherwise deal with the benefit and /or burden of this Agreement or any part of it without the prior written consent of the other party.

19.9 HumanCapital may assign this Agreement to any company or within the Group of Companies or run by Same Management. HumanCapital Group means HumanCapital and its subsidiaries and holdings companies and any subsidiaries of its holdings companies from time to time. In addition, the associated companies run

of 21

by the same management. By assigning to other party through sale or acquisition or merger, will not make any of these conditions invalid. And shall be treated this agreement as HumanCapital purpose only.

19.10 This Agreement shall be governed by and construed in accordance with Indian Law and the parties agree to submit to the exclusive jurisdiction of the Bangalore Courts as regards any claims or matters arising under it.

IN CONFIRMATION OF THE ABOVE TERMS the Parties have caused this Agreement to be executed in two originals each on 100 rupees Stamp Paper

Specified Branch Location allocated to franchisee partner:_________________________

Branch Address:_____________________________________________________________

_______________________________________________________________

Signed on behalf of

For HumanCapital Management Private Limited

SRINIVASARAO KANNEGANTI Director Date ____________

Signed by Franchisee Partner

----------------------------

FULL NAME: Designation: Date ______________

Witness:

1. Name:_______________ 2: Name: _______________________

Signature_____________ Signature _______________________

Date ________________ Date: _____________________

of 21

SCHEDULE - Part 1: HumanCapital Products and Services

# HumanCapital Products and Services 1 Personalized Employment Support services

Career Planning, Job Information, Salary Information, Job counseling, Resume Preparation, Resume Sharing to employers/consultants, Online Profile Management, Video Profile Management, Voice Resume , Interviews Facilitation, with employers, Interview Preparation & Mock Exams and Mock Interviews, Relocation, Job Change Management, , Higher Education Information, Education consultancy, Admission Support

2 Skill Development, and Job Trainings 100 + Skill Driven Job Oriented courses are offered based on the local and global needs. The common programs include Personality Development, English & Communication, Sales and marketing, Soft Skills, Technology, and Entrance and Examination Coaching, Certificaiton courses on 50 plus titles. Skills Development on identified Job Areas

3 Elearning and Distance Education 100 plus subjects available 24 * 7 with quality and focused learning in all languages in India Indian Open University Study Centers will be run in the Franchisee.

4 Assessment and Certification Skill Assessment, Skill Certification, Psychometric Tests, Personality profiling, Examination

5 Campus Support Services for Institutions Campus Interviews Management, Personalized Service for students, Industrial Tours, Part time work Management,

Corporate Relations Management for Institutes, Campus Activities for Corporate. 6 Staffing Services

Daily Wage, Weekly Wage, Monthly Wage employees Management on Payroll, with all benefits including PF, ESI, Gratuity, Job Security

7 Recruitment Services Job profile Development, Job Advertisement, Search, Screening, Examination, Interviews Management, , Selection, Offer Management, Background Verification, On Boarding, Relocation Management, Training, and Retention Support

8 HR Events Management Job Fairs, HR Conferences, Seminars, HR Product /Service Launches

9 Corporate HR Consulting HR Policy & Strategy, Performance Management, Organization Design,, Compensation & Rewards, Leadership & Succession Planning, Change Management, Employee Engagement & Culture. Staffing Management, Benefits, Regulatory Compliance Training & Development HR Analytics HR Technology Ethics and Sustainability Safety and Security

10 HR Outsourcing Payroll Processing, Compensation administration services, Benefits Administration, Regulatory Compliance Management, Recruitment, Background Checks, staffing, Assessments, Performance Management, HR Analytics, Training & Development, Employee Administration Services, Domestic relocation services, Global mobility services

11 HR Research Analytics, and Publications HR Research, Employee Productivity and Behavior Research, Analysis, HR Research articles, Magazines, Books Publications

12 HR Software and Technology Solutions Human Capital Management System, Job Posting Website, HR Analytics Software, Productivity Enhancement Tools, Work Management Tools, Payroll Processing Tools

of 21

Annexure 2: Franchisee Infrastructure to be Maintained As per this Agreement

S. No

Infrastructure Quantity and Details Remarks

1 Office Space with Name Board

Branch Office with Training Rooms: 1000 Sqft -2000 Sqft Branch Office without Training rooms : 250 -500 Sqft

Office should display name board in large size preferably 16 *4 or 10*4 Size with Flex or any suitable Materials, Design work will be provided .

Location: Preferably near Industries, Colleges, Bus/Railway Stations, near Commercial Centers

Can be Independent house or commercial office Space with Clear and Separate Access.

Should have Permission to run Office, or should be willing to obtain permission if required.

Should not be part of Multi Tenant Apartments or gated community houses.

Preference Will be given on Ground Floor or First Floor with Proper Elevation on Road Side

Mandatory

2 Office Working Stations/ Tables

Formal workstation Furniture or Local Made Tables with minimum 3 feet width, with space for Keyboard, Placing PC and storage draw in down ( 3*2 or 4*2 is preferable)

Good Looking and Light colour Interiors. Minimum 5 Seats to Maximum 25 seats, with space for future expansion.

Minimum 5 seats is Mandatory

3 Training Rooms and Furniture

Three Rooms with Seating capacity of 10 ( 200 Sq ft) , 20 (350 Sqft), and 30 seats (500 Sq ft)

( space is approximate measurements, can vary)

Sufficient Student Chairs with Foldable Writing Pad or Tables (2 people for table), White Boards (4*6, or 4*10 feet) -1 per room, Markers, Duster holding Place, Flip Chart Table.

AC or Fan in the room is must, with good ventilation or sun light Protection with Window Curtains.

1 Training Room is Mandatory with 20 seats at least

4 Reception and Visitor Chairs/ Sofa

1 Reception Table with 2-4 Waiting Chairs or Sofa Set 1 Reception Table with 2 chairs is Mandatory

5 Magazine/ Paper Stand

1 wall corner Stand or Small Round or Square Table to Keep Magazines and papers

Mandatory

6 Manager Cabin 1 Manager Cabin (8*6 Ft minimum) with Storage Draw with Fan 7 Discussion Room 1 Discussion/Counseling Room or Client Meeting Area or Board

Room ( 10 * 18 ft) with centre table -10 chairs, White Board, Discussion Room is

of 21

Notice Board

Second Discussion or Counseling Room is preferable incase of Cities to cater to more customers at same time

Mandatory

8 Record Storage Cabinets and store room

Sufficient Storage Area for Records, 4 Almara or rack Spaces is required (4*6 feet racks atleast 4. With locks), preferably in small room.

2 racks with locks are mandatory to keep official documents and employee folders

9 Library Library Rack to Keep important HR, Legal reference Books, Acts, rules

To Run Distance Education courses, Libaray Room is required with minimum size room.

1 Reference Book Shelf is mandatory

10 Notice Board One Notice Boards to display Labour laws, shops and establishment Acts, Holidays, and important information on Permanent Basis.

Softpin up board of 4 * 6 Feet or 3*2 Feet Board.

Second Notice Board in Reception Area for customer or contract staff purpose

1 Board is Mandatory.

11 Desk Top Computers

Desktop Configuration, Intel I3 Processor and above, 2GB RAM, 320 GB Hard Disk , LAN Card, Video Cards, Sound Cards, Linux OS, Open Office, , DVD Drive. 17 Inch LED Monitor

Minimum 2 to start with and need to provide based on new employees recruitment

12 Laptop Computers Laptop Configuration, Intel I3 Processor and above, 2GB RAM, 300 GB Hard Disk , LAN Card, Video Cards, Sound Cards, Linux OS, Open Office, , DVD Drive

Minimum one to start with

13 Smart Phones (mobiles)

Smart Phones to employees loaded with Humancapital Apps As required, 2 minimum

14 Projector LED/LCD projector -2000 Lumens Minimum One Projector for Branch

Mandatory for office with Training rooms

15 LAN and Network Devices

24 Port Switch with Cat5 cables laid to all the work Areas, Training Rooms, with proper plugs.

Mandatory

16 Printer, Copy an Scanner

One All in One Printer ( Office Jet or laser Jet) Mandatory

17 Fax Separate Fax machine with telephone line connection Can be clubbed with all in one, initially

18 Telephones Telephone Lines for the office 2 -5 Phones All the work tables need to have telephone connection option ( wiring need to be done with sockets )

Atleast one to start with

19 PBX and Intercom facility

For Large Office with more than 5 employees, Hard PBX is required with PRI Line from telecom provider

Initially Not mandatory,

20 Point of Sale Terminal

Credit card/Debit Card processing Terminal connected to Bank Account of Branch

Mandatory

21 Electricity Minimum 2 KVA to 5 KVA Permission required for the Building, Mandatory

of 21

Preferably 3 face, with Circuit Breaker and Panel Board 22 Switches and

Sockets, Wiring Good Quality Switches and Sockets and Wiring to all the Points using Conduit, and Casing is required. Every Work Area

Mandatory

23 UPS and Generator

Un Interrupted Power Supply atleast 5KVA Offline/online UPS with Batteries which can give minimum 1 hour backup need to be provided.

In case of Availability of Generator, 15 Minutes battery backup is adequate.

Mandatory

24 Security and Access Control

The Office Areas need to be protected with Access Control devices and Security

Optional

25 Air conditioner /Fans

As required, ACs, or Fans need to be provided in the office Mandatory

26 Water Dispenser Water Dispenser with Glass is required in common area for employees as well as for visitors

mandatory

27 Separate male and Female Rest Rooms

Separate Rest Rooms for Male and Female with atleast one seat each is required incase Branch with Training Rooms, preferably Western Type with Adequate Water storage facility, For Male restrooms, atleast 1 Urinal is preferable.

Mandatory

28 Cafeteria/Lunch Area

For large offices, separate area for cafeteria is preferable Optional

29 Coffee/Tea Vending Machine

For large offices, Vending Machine is preferable Optional

30 Refrigerator For large offices, Refrigerator is preferable Optional 31 Fire Extinguishers Every Office should have atleast 2 KG of Fire Extinguishers along

with training to employee how to use it in emergency Mandatory

32 House Keeping & maintenance personnel

The Infrastructure Need to be maintained regularly in tidy condition by appointing a Housekeeping personnel

Mandatory

Annexure 3: Monthly recurring Expenses and Accountability for Payment

Franchisee Partner Pay the following recurring Expenses at the Specified Branch location allocated every month

Humancapital Pay the following Recurring Expenses at the Branch every month

Monthly Rent of Building for franchisee Applicable taxes on the revenues (Service Tax, Income tax etc)

Monthly Electricity Bills Applicable salaries for Contracted Staff on Humancapital payroll, including benefits ( covers daily wage labour, along with whitecaller)

Monthly Telephone, Internet and Mobile Phone Bills

Centralized Marketing and Support cost for that branch including TV, Radio, Paper, digital promotion, SMS promotion cost, events.

Monthly Water Bills Database cost Monthly House Keeping Expenses include Salary for HouseKeeping and Security Personnel

All other expenses not related to Franchisee partner

Property Taxes, if owned Repair and Maintenance Expenses

of 21

Software and hardware support and maintenance cost

Insurance charges for the Building and infrastructure

Salaries and welfare for All Employees appointed by Franchisee, excluding contract staff on Humancapital payroll

Local Marketing Expenses

Stationary Expenses

Customer related Expenses

Statutory Expenses

Local Travel, Stay Expenes

Trainer or Consultant Fees engaged by Franchisee

Referral Fee to other branches, consultants

Annexure 4: Allowable Expenses and Sharing Pattern Franchisee Partner (70% share) and HumanCapital 30% share

1. Sign Board 2. Letter Heads, Visiting cards, and stationary with Logo Printed 3. Product Collaterals - Brochures with HumanCapital Logo and content 4. Lodging and Boarding charges for outstation employees/Trainers, incase not paid by the

customers 5. Govt Registrations, renewals for branch office and including department expenses

- Shops and establishment registration - Professional tax registration - VAT - PF, ESI, - Labour contractor licence - All other statutory and regulatory registrations

6. Training Materials and Rented Projector cost 7. Outside Venue renting cost, in case the program is carried outside of branch premise. 8. Local Paper Printing/advertizing cost, exclusively done for the branch purpose, in

addition to centralized marketing and promotion done by corporate. (Note: excludes branch level marketing executive salaries and travel costs.)

Documents

Franchisee Partner Agreement