UNDERTAKING FOR THE WADHWANI ADVANTAGE PROGRAM

This LETTER OF UNDERTAKING (“Undertaking”) is made by:

A company registered under the laws of India hereinafter referred to as “Entrepreneur” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns), in favour of:

National Entrepreneurship Network, an Indian Trust with registered office at Tower – 3, 6th floor, SJR I Park, EPIP Zone – I, Whitefield Road, Bengaluru – 560066 hereinafter referred to as “NEN” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns).

WHEREAS,

(A) The Entrepreneur shall mean the startup/SME who registers with the ‘Wadhwani Advantage Program’ (“Program”) through a technology enabled Platform (defined hereinafter) to avail the benefits of various pro-bono services and/or mentoring, offered by NEN through the Program. “Platform” shall mean the ‘Wadhwani Advantage Platform’ which is intended to enable Entrepreneurs to access, and benefit from the Program. The Platform is a technology-enabled venue for startup/SMEs to:

(a) connect with their peers and exchange information and learnings;

(b) connect with professionals who have consented to act as consultants on an ‘on-demand’, pro-bono basis, for short-term projects, consulting assignments, advisory roles, and part-time resource needs; and

The Platform is intended as forum for interaction and learning, and no sale of, or contracting for, products or services may take place on it. The Platform is owned by WOF which owns the rights to the same, and has licensed and authorized NEN to deliver the Program to the Entrepreneur through the Platform or otherwise.

(B) The Program has been developed with the objective to improve the success of startups and small and medium enterprises that need help/support to survive, stabilize and grow. NEN will be leveraging the Platform by providing high-impact consulting interventions to guide and mentor the businesses of the startups/SMEs through their transformation journey, knowledge and expert resources such as business mentors, coaches, consultants and service providers, whether internal or external, to the Entrepreneur with the intent of helping the Entrepreneur grow their business.

NOW, THEREFORE, the Entrepreneur hereby understands and undertakes that:

1. The Platform and Program is being made available to the Entrepreneur on a pro-bono basis, for a stipulated period, in accordance with the terms of this Undertaking, and other terms and conditions of the Program and the Platform;

2. As part of the Program, NEN may, at its sole discretion and without any liability and obligation, make the Platform available to the Entrepreneur;

3. NEN will work with the Entrepreneur to provide the following:

(a) access of all the knowledge modules, case studies and reference materials;

(b) road map of the Program consisting of the various stages of the engagement with NEN including a 360-degree business scorecard, short term and long term business planning ranging from digital markets, value chain movements, geographic expansion, etc.;

(c) diagnostic/discovery of the problems faced by the Entrepreneur in course of its business, and produce a transformation plan, jointly in discussion with the Entrepreneur;

(d) suggest contacts and connect of the relevant consultants and service providers for assistance in implementation of suggested plans; and

(e) Program Management Office Support that may be helpful to the Entrepreneur to govern the business transformation.

4. The business and all activities carried on by the Entrepreneur are lawful in nature and all the necessary permits, consents, registrations etc., required to conduct the Entrepreneur’s business under applicable law have been obtained and are valid and subsisting;

5. As part of the Program, the Entrepreneur may request or opt for commercial mentoring or other services engagement, with or without any fee, to be availed from the Program’s external business mentors and/or other third-party empaneled service providers (together referred to as “Consultant”). The Entrepreneur agrees and acknowledges that such engagement with the Consultants shall be outside the scope of the Program and this Undertaking and the parties to such engagement shall mutually agree to the terms and conditions of such engagement. While NEN may facilitate the engagement between the Entrepreneur and the Consultant, NEN, (including its affiliates, licensors, agents and representatives)shall in no way be associated or held liable for any engagement between the Entrepreneur and the Consultants;

6. The Entrepreneur shall inform in writing to NEN, within 7 (seven) days of accepting a proposal or a signing a commercial agreement with a Consultant.

7. All information, Program materials (including documents, presentations etc.), advice, suggestions, recommendations, internal communications, that the Entrepreneur may receive, is granted access to, or comes to its knowledge, as part of the Program (collectively referred to as “Material”), shall be kept confidential by the Entrepreneur, and the Entrepreneur shall undertake all measures to ensure that such is kept confidential and disclosure of the such information is made only to the employees, officers, directors or representatives of the Entrepreneur on a need to know basis only.

8. Subject to the other terms and conditions for the use and access of the Platform, Program and the Material, the copyright in all Materials, features and functionality on the Platform, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, “Content”) is the exclusive property of NEN, and/or its licensors. None of the Content shall be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, without the prior written permission of NEN. All rights not expressly granted are hereby reserved.

9. The Entrepreneur shall respect the time of the Consultants associated with the Program and will always be proactive in communicating any changes in availability or unavailability, committed timelines, and committed tasks.

10. The Entrepreneur shall along with its team members, shall collectively spend at least 40 (forty) hours per month on the tasks in the work plan related to work streams of discovery or transformation and the Program Management Office cadence set up by the NEN.

11. The Entrepreneur undertakes to share, at the end of each calendar quarter, the information that NEN may request for accessing the effect of the mentorship and/or services on the business activity of the Entrepreneur. NEN may request for all or any of the following information on quarterly basis, and the Entrepreneur shall promptly provide the same to NEN:

(a) On roll employees’ data and PF ECR (Electronic Challan cum receipt) data to support the same and/or employees’ roster (company document);

(b) Supporting documents such as contractor’s invoice and/or company’s attendance records with names of contract employees for all the contract employees working at Entrepreneur’s premises from 3rd party agencies; and

12. The Entrepreneur shall ensure that all discussions between Entrepreneur and the Program Consultants during the discovery phase shall be carried out in the physical or virtual/online presence of a NEN team member.

13. In consideration of the mentorship to be provided by NEN, the Entrepreneur undertakes to ensure and cause that its key personnel and promoters shall devote sufficient time and effort as requested by NEN for being a subject in the studies, surveys and cases being authored by the Consultants and also participate in video/mails/interviews/podcasts or any social media campaign during the interactions with NEN and the Consultants for building a repository of learning resources. With regard to the above, the Entrepreneur grants to NEN, the absolute right and permission to photograph, film and record (in any medium) the Entrepreneur’s and its personnel’s and promoter’s name, likeness, or image, including the right to use the same worldwide in any and all media, whether now known or hereafter devised, in whole or in part, in perpetuity, for any lawful purpose whatsoever without restriction. The Entrepreneur also grants to NEN a non-exclusive, irrevocable, worldwide, royalty-free license to reproduce, distribute, and publicly display the forgoing content in any and all media, in any locale, in perpetuity, for any purpose whatsoever.

14. The Entrepreneur shall provide constructive feedback on Net Promoter Score related surveys conducted by NEN appointed officials, in context of the scope of work as defined in the transformation plan.

15. To comply with NEN’s internal policies and any applicable laws, NEN is required to conduct necessary Background Verification Checks (BVCs) of the entities and their management. The Entrepreneur acknowledges and authorizes NEN to conduct background verification checks on the Entrepreneur’s promoters, shareholders, business activity, employees etc., either internally or by engaging a third-party service provider, and the Entrepreneur shall render all assistance and cooperation in conducting such BVCs. The Entrepreneur releases NEN from any and all liability and claims, whether known or not, which may arise as a result of conducting the foregoing BVC.

16. The Entrepreneur undertakes and acknowledges that there may be delays, omissions or inaccuracies in information obtained through the use of the Platform. The information on the Platform and the Content being provided to the Entrepreneur does not constitute the rendering of investment, consulting, legal, accounting, tax, career or other advice or services. The Material should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors. NEN does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through the Platform or made as part of the Program. The Entrepreneur acknowledges and agrees that any reliance upon such opinion, advice, statement, memorandum, or information shall be at the Entrepreneur’s sole option, liability and risk.

17. The Program and the Platform, including all Content, is provided “as is” and “as available,” without any warranties of any kind. To the fullest extent permissible under applicable law, NEN (including its affiliates, licensors, officers, trustees, beneficiaries, agents, consultants, sponsors, employees, managers, directors, mentors, and representatives) disclaim all warranties, express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limitation, NEN does not represent or warrant that: (a) the Content is correct, accurate or reliable; (b) the functions contained on the Platform shall be uninterrupted or error-free; or (c) defects shall be corrected, or that the Platform or the server that makes it available is free of viruses or other harmful components. The Entrepreneur hereby acknowledges that use of the Platform is at the Entrepreneur’s sole risk. The provision of the Program and Content to the Entrepreneur shall in no event be deemed to constitute sale of any products/services, as the same are being provided pro-bono and for facilitation of Entrepreneur’s business, and as such the provisions of the Consumer Protection (E-Commerce) Rules, 2020 shall not be applicable.

18. The Entrepreneur agrees and acknowledges that under no circumstances shall NEN or any of its affiliates, licensors, officers, trustees, beneficiaries, officers, trustees, beneficiaries, agents, consultants, sponsors, employees, managers, directors, mentors, or representatives be liable for any claims/losses that directly or indirectly result from the use of the Platform or the Content, and the Material. The Entrepreneur shall protect, reimburse, and hold harmless the above persons in relation to such claims/losses.

19. This Undertaking shall be effective from the date of on-boarding of Entrepreneur for the Program, and shall be governed and interpreted pursuant to the laws of India. The Entrepreneur expressly agrees that exclusive jurisdiction resides in the courts of Bangalore, Karnataka. If any part of Undertaking is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.