AGSI CERTIFICATION PVT. LTD.

NABCB Accredited ISO 9001:2015 Certification & ZED Rating Agency

208, Kartik Complex, 2nd Floor, New Link Road,

Opp. Laxmi Industrial Estate, Andheri (West), Mumbai – 400 053
Tel.: 91-22-40167901/02/03; Email: agsimkt@gmail.com ; Website: www.agsicertification.in

INDEPENDENT CONTRACTOR AGREEMENT

(Auditor, Assessor/Technical Expert)

RECITALS

AGSI Certification Pvt. Ltd. (herein after referred as AGSI-CPL- “the Company”) provides management systems certification (QMS/EMS/
OHSMS) and ZED rating assessment services to various customers in various regions.

The AGSI-CPL desires to engage the Mr. Ashish Patel___ (hereafter termed Auditor/Assessor/Technical Expert- “the recipient”) to provide
Management systems auditing (QMS/ EMS/ OHSMS) and/or ZED assessment services to the AGSI-CPL's customers on a contract basis, and the
contractor desires to enter into such agreement, all subject to the terms and conditions set forth below.

A-AGREEMENT

1. Engagement; Term. The AGSI-CPL hereby engages the Auditor/Assessor/Technical Expert – “the recipient” from time to time during the
Term of this agreement (defined below) to provide
(a) management systems auditing (QMS/ EMS/ OHSMS) and/or ZED assessment services to the AGSI-CPL's customers. The term of this
Agreement (the "Term") shall begin on the date and the date the Auditor/Assessor/Technical Expert first provides services under the
contract and
(b) shall remain in force and effect for an indefinite period except if the Auditor/Assessor/Technical expert’s services are not utilized for a
period of two years from the last of such contracts has been successfully completed or if the contract is terminated earlier for cause (as
defined in section 6 (c) below.

2. Duties The Auditor/Assessor/Technical Expert shall comply with applicable policies and implement processes defined by AGSI-CPL. The
Auditor/Assessor/ Technical Expert shall report to the Director of the AGSI-CPL and its CE, and shall diligently follow their directions.

3. Compensation/Expenses. As compensation for the Services provided, the Auditor/Assessor/Technical Expert shall be paid for each man
day as mutually agreed between AGSI-CPL and the Auditor/Assessor/ Technical Expert. This also includes any incidental expenses incurred
by the Auditor/Assessor/Technical Expert while performing such services for AGSI-CPL.

4. Invoicing and Payment. From time to time during the term of this Agreement, but no more often than bi-weekly, the
Auditor/Assessor/Technical Expert shall deliver invoices to the AGSI-CPL requesting payment for, and outlining in detail, services rendered to
or on behalf of the AGSI-CPL since the date of the last invoice. The AGSI-CPL shall pay such invoices within 30 days of the date of receipt.
Upon termination of this Agreement, the Auditor/Assessor/Technical Expert shall submit a final invoice covering the period through the date of
termination.

5. Covenants of Auditor/ Technical Expert. During the Term and for a 2-year period following termination of this Agreement for “Cause”, the
Auditor/ Assessor/Technical Expert shall not compete with the AGSI-CPL for management systems certification or ZED rating contracts
whether in an individual capacity or as an agent, employee, partner or stakeholder in any entity that competes with the AGSI-CPL, nor shall
the Auditor/Assessor/Technical Expert (a) solicit or induce any employee of the AGSI-CPL or independent Auditor/Assessor/ Technical Expert
engaged by the AGSI-CPL to terminate such employment or engage or (b) call on or solicit any entity who was or has been a customer of the
AGSI-CPL, is a customer of the AGSI-CPL, or is a prospective customer of the AGSI-CPL with whom the Auditor/Assessor/ Technical Expert
had contact while engaged by the AGSI-CPL. Notwithstanding the foregoing, the Auditor/Assessor/ Technical Expert may seek employment
with any customer of the AGSI-CPL with whom the Auditor/Assessor/ Technical Expert has/ had contact with while engaged by the AGSI-
CPL.

6. Termination: This Agreement shall terminate upon the occurrence of the following events: (a) 30 days written notice by either party
informing its decision to terminate the contract (b) the death or disability of the Auditor/Assessor/Technical Expert and (c) the following acts,
which shall constitute "Cause" (i) the failure of the Auditor/Assessor/ Technical Expert to
perform Or observe (other than by reason of illness, injury or incapacity) any of the terms or provisions of this Agreement
(ii) dishonesty or misconduct on the part of the Auditor/Assessor/Technical Expert that is or is reasonably likely to be
damaging or detrimental to the business of the AGSI-CPL, (iii) receiving or paying any bribe, kickback or other
compensation to any customer of the AGSI-CPL or any accreditation body. Prior to terminating this Agreement on account
of the Auditor/Assessor/Technical Expert's failure to perform or observe any of the terms and conditions of this Agreement
(but not for any of the other enumerated "Causes"). The AGSI-CPL shall give the Auditor/Assessor/Technical Expert 30
days written notice and an opportunity to cure such failure to the satisfaction of the AGSI-CPL. Upon any such termination,
neither party shall have any further obligation to the other except that the Auditor/Assessor/Technical Expert shall
continue to be bound by the Covenants in section 5 if this Agreement if terminated for the reasons set forth in (a) or (c) of
this Section 6.

Form No.: F 7.10 Iss.: 02 Rev.: 01 Date: 04.05.2017 page 1 of 3

 B-CONFIDENTIALITY

The Auditor/Assessor/Technical Expert recognizes and acknowledges the information and property related to the company’s
business or affairs and may have contract with the company’s customers, employees and similar persons and information and
property belonging to the company’s customers.

Now therefore in consideration of the terms and conditions set forth below, the company and the recipient hereby agree as
follows.

1.The recipient agrees that because of the valuable nature of the confidential information (as defined below) which the recipient
has accessed/possessed during any period that the recipient provides services to the company and after the termination thereof
for any reason, the recipient shall not without proper authorization directly or indirectly;

i. Disclose any confidential information to any other person or entity

ii. Use any confidential information for the recipients own purpose
iii. Make any copies, duplicates or reproductions of any confidential information.
iv. Authorize or permit any other person or entity to use copy disclosure publish or distribute any confidential
information nor
v. Undertake or attempt to undertake any activity that the company is prohibited from undertaking or attempting to
undertake by any of its present or future clients, customers, consultants, agents, or contractors.
As used in this agreement, the term “confidential information” means all knowledge, information or property relating to or used
or possessed by the company which is disclosed by the company to the recipient whether belonging to the company or any of its
client or customers and includes, without limitation, any of the following information, pricing information, customer contacts,
management / ZED systems, customer lists, names and contact and all documents that refer or relate to any of the foregoing
confidential information and shall not include information that has become public knowledge other than through the wrongful act
(s) of the recipient.

2. Return of confidential information upon termination of the recipient’s engagement by the company for any reason the recipient
agrees not to retain or remove from the company’s premises any of the company’s records, files or other documents or copies
thereof or any other confidential information whatsoever and the recipient agrees to surrender the same to the company wherever
it is located immediately upon termination of such engagement with the company.

C-CONFLICT OF INTEREST
As part of this agreement, the Auditor/Assessor/Technical Expert undertakes to abide by the following that:
1. (a) He/she will not provide systems certification auditing services under this agreement to the customers with whom he/she
was during the last two years prior to the scheduled registration audit, engaged in consultancy services or to any customer
related to such customers;
(b) He/she will not advise or give Consultancy to such customers as part of an audit;
(c) He/she is not an employee, agent, officer, director or stakeholder of any of the customers for which he/she is
contracted to provide systems certification auditing services under this Agreement, or any customer related to such
customers;
(d) He/she is not aware of any reason that would not be impartial with respect to the certification/ rating activities performed
for such customers; and
(e) He/she is not a member of an organization that has provided consultancy to the customer in the past two (2) years;
(f) He/she shall inform AGSI-CPL about any client with whom he/she was involved in consultancy services and the client has
applied for Registration/ Certification to AGSI-CPL.

For the purposes of the representations in (a) and (b) above, the term “Consultancy” means participation in
designing, implementing management system : examples are preparing or producing manuals or procedures and giving
specific advice, instructions or solutions towards the development and implementation of a management system.

As a part of the statement of this agreement the Auditor/ Assessor/Technical Expert shall not:
 Attempt to influence AGSI-CPL decisions where a conflict of interest has been identified.
 Provide false or misleading information about:
 AGSI-CPL’s relationship to the customer or any other entity or individual
 AGSI-CPL’s capabilities or limitations, including accredited scopes
 AGSI-CPL’s certification requirements
 AGSI-CPL’s Accreditation Body or the use of its’ name or official marks
 Withhold information about any of the above, except as noted herein
 Provide confidential information about AGSI-CPL or its clients to any third party
 Offer or attempt to secure preferential treatment or pricing for any client of AGSI-CPL.
 Make unauthorized use of the name or marks of AGSI-CPL or AGSI-CPL’s Accreditation Body
Form No.: F 7.10 Iss.: 02 Rev.: 01 Date: 04.05.2017 page 2 of 3
 D-MICELLANEOUS

1. Taxes: The Auditor/Assessor/Technical Expert shall be solely responsible for paying all taxes due on such compensation or
Taxes may be deducted at source as per prevailing Law of Income Tax applicable.

2. Relation of Parties: This Agreement forms an independent Auditor/Assessor/Technical Expert relationship between the
parties, and the Auditor/Assessor/ Technical Expert shall not be construed to be the agent or employee of the AGSI-CPL for any
purpose whatsoever.

3.No Assignment by Auditor/Assessor/Technical Expert. The obligations of the Auditor/Assessor/ Technical Expert to provide
the Services are personal in nature and the Auditor/Assessor/Technical Expert shall not assign or delegate his/her duties
hereunder to any other person.

4.Entire Agreement. This Agreement supersedes any and all other agreements, either oral in writing, between the parties and
contains all of the agreements of the parties with respect to the subject matter hereof.

5. Notices. Any notices required to be given hereunder shall be sent via regular mail/ email at the address set forth below the
parties' signatures hereto, and shall be effective two days after deposit in the mails.

6. Governing Laws. This Agreement shall be governed by and construed in accordance with the Indian Laws & all proceedings
will be subject to Mumbai jurisdiction.

7. Amendment: No amendment whether expressed or implied to this agreement shall be effective unless it is in writing and
signed by both parties hereto.
8. Waiver: No consent or waiver expressed or implied by the company to or of any breach or default by the recipient in the
performance of the agreement hereunder shall operate as a consent to or waiver of any other breach or default in the
performance of the same or any other obligations of the recipient hereunder. The company’s failure to complain of any
such breach or defaults shall not constitute a waiver by the company of its right hereunder irrespective of how such
failure continues.
9. Severability: The invalidity or enforceability of any provision hereof shall in no way affect the validity or forcibility of
any other provision.
10. Miscellaneous: This agreement shall apply to all period when the recipient provides services to the company
irrespective of whether or not this agreement is re–executed at the beginning of each such period. The title and paragraph
heading of this agreement are intended for reference only and they shall not be construed as limiting or affecting any
of the contents of this agreement
Any violation of terms contained in this agreement is a breach of contract.

This agreement is executed on ________ day of _____________________ at______________..

Recipient Company
(Auditor, Assessor/Technical Expert) (AGSI Certification Pvt. Ltd.)

Signature: ___________________________
Signature: _________________________
Name: Ashish Patel______________
(Mona Desai)
Address: 23/480, Shivanandnagar, Director
Address: 208, Kartik Complex,
Near Nagarwel Hanuman
New Link Road,
Amraiwadi, Ahmedabad - 382415 Andheri (West), Mumbai -400 053

Email: ashishpatel9990@gmail.com

Form No.: F 7.10 Iss.: 02 Rev.: 01 Date: 04.05.2017 page 3 of 3