EMPLOYMENT AGREEMENT

BY AND BETWEEN:

KLICPIC

AND

Jackson Leo Yesudhas

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 2

CONTENTS

1. Definitions and Interpretations

2. Employment and Term

3. Duties and Responsibilities

4. Remunerations

5. Non-solicitation and Non-compete

6. Termination of Employment

7. Company Handbook

8. Indebtedness and Waiver

9. Acknowledgment

10. Authorization To Notify New Employer

11. Miscellaneous

12. Annexure 1: Offer Letter

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 3

EMPLOYMENT AGREEMENT

This Employment Agreement (hereinafter referred to as this "Agreement") is made on this day of
17th September 2016:

BY AND BETWEEN:

1. KLICPIC, a company incorporated under the provisions of the Companies Act, 1956 and
having its registered office at #6, second floor, 80 ft road, 4ht Block Koramangala, Bangalore -
560034, India, hereinafter referred to as “Company”, (which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its successors and
assigns); and

2. Jackson Leo Yesudhas, hereinafter referred to as the “Employee”, (which expression shall,
unless it be repugnant to the context or the meaning thereof be deemed to mean and include his
heirs, legal representatives, executors and administrators).

Company and Employee shall hereinafter jointly be referred to as the "Parties" and severally as
the "Party".

WHEREAS:
1 The Company is engaged the highly competitive business of developing, manufacturing,
marketing, distributing, and selling Photoshoots, soft/hard copies of photos, photo frames.

2 The Employee has approached the Company for an employment opportunity.

3 Based on the representations of the Employee at the time of recruitment, including, but not
limited to, academic education, background and work experience, the Company desires to
engage the Employee and the Employee desires employment at the Company upon the terms
and conditions contained in the Offer Letter, this Agreement and the Employee Handbook (as
defined hereinafter), as amended from time to time.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH

HEREIN, THE COMPANY AND THE EMPLOYEE HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

In this Agreement unless the context otherwise requires:

1.1 “Affiliate” means any Person that directly or indirectly through one or more intermediaries,
controls or is controlled by or is under the common control as that of the Company, and
includes KLICPIC.

1.2 "Agreement" means this agreement including any Annexures hereto as may be amended
and modified from time to time.

1.3 “Business” means the business being carried on or that may be carried on by the Company
including the highly competitive business of developing, manufacturing, marketing,
distributing, and selling Photoshoots, soft/hard copies of photos, photo frames.

1.4 “Employee Handbook” shall mean the handbook of the Company as specified in Clause 7
of this Agreement.

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 4

1.5 “Offer Letter” means the letter issued by Company to the Employee which sets out the
details and manner of the remuneration, benefits, and other terms and conditions, as may be
amended from time to time, and set out in Annexure 1.

1.6 “Person” or “Persons” means an individual, corporation, partnership, limited liability

company, association, trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof that is not a party to this Agreement.

1.7 “Termination Date” shall mean the date specified under Clause 6.

1.8 Unless the context of this Agreement otherwise requires (i) words of any gender include each
other gender; (ii) words using the singular or plural number also include the plural or singular
number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar
words refer to this entire Agreement; (iv) whenever this Agreement refers to a number of
days, such number shall refer to calendar days unless otherwise specified; (v) headings are
used for convenience only and shall not affect the interpretation of this Agreement; and (vi)
references to the Recitals, Clauses and Appendices shall be deemed to be a reference to the
recitals, clauses and appendices of this Agreement;

2. EMPLOYMENT AND TERM

2.1 All the work, assignments, photo shoots, projects you undertake as part of your job will
be property, which includes photos, re-touched photos, hard prints and soft prints, of the
company.

2.2 Company retains complete rights of business on photos captured during any assignment,
photo shoots, projects entrusted to the Employee as part of the job. Employee shall
provide all images to Company from the shoot with initial colour corrections and Logos.

2.3 Travel is mandatory from office to the client location [Hospital or client venue]

2.4 Under probationary period & notice period you will not be entitled to any leaves other
than 4 weekly offs(which is Sunday) in a month and national holidays.

2.5 Relying upon the representations made by the Employee with regard to the Employee’s
academic education, background, work experience etc., the Company has employed the
Employee upon the terms and conditions set forth in this Agreement and the Offer Letter,
with effect from the date of signing of this Agreement (“Date of Employment”).

2.6 Subject to the provisions of termination as hereinafter provided, the term of this
Agreement shall be deemed to have begun from Date of Employment and shall continue
until terminated by either Parties in accordance with Clause 6 hereof.

2.7 The employment will be subject to a probationary period of up to six months. If the
Employee’s performance is satisfactory to the Company during this period, then the
Company shall confirm the appointment in writing. The Company may, at its sole
discretion, extend this probationary period for whatever period the Company deems
appropriate.

2.8 The Employee shall devote his entire working time, energy, and attention exclusively to
his duties in connection with the Company, and shall not take up employment or
engagement, either full time or part time, and neither directly or indirectly, in any other
organization while in employment with the Company, nor shall the Employee accept

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 5

compensation in any form from any outside party for any actions performed on behalf of
the Company without the express written permission of the Company.

2.9 The Employee shall have read the Employee Handbook and shall be bound by any and
all policies and procedures of the Company, more particularly described in the Employee
Handbook.

3. DUTIES AND RESPONSIBILITIES

3.1 The Employee hereby agrees and undertakes to perform various duties and undertake
various responsibilities, and devote the whole of his time and attention to the Business of
the Company, to the best of his/her skills and abilities including the following:

3.1.1 To promote the interests and welfare of the Company.

3.1.2 To conform to and comply with the Employee Handbook and such directions and
orders as may from time to time be given by the Company.

3.1.3 The Company may, at its sole discretion, transfer the Employee to any other
office of Company in India or overseas or to any Affiliates of the Company so long as
the benefit of his employment accrues to the Company. In such case, the Employee
shall also be bound by any policy of such other office or Affiliate, in existence at the
date of this Agreement or the Company or the Affiliate may subsequently frame that.
The Employee will also be expected to make visits and travel to client & customer, as
may be necessary for the proper discharge of his duties.

4. REMUNERATION AND TAXES

4.1 The Employee shall be entitled to remuneration as per the Offer Letter attached hereto
as Annexure 1.

4.2 The Company may withhold from any amounts payable under the Agreement such
central, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.

5. NON-SOLICITATION AND NON-COMPETE

5.1 The Employee hereby agrees and undertakes that during the term of the employment
with the Company and for a period of two (2) year following the Termination Date, the
Employee shall not, directly or indirectly, either as an individual on his own account or as
a partner, employee, consultant, advisor, agent, contractor, director, trustee, committee
member, office bearer, or shareholder (or in a similar capacity or function):

5.1.1 Solicit employment of or advise any of the Company’s existing employees

or any person who was employed by the Company within six months prior to
such solicitation or any person or organization providing services to or through
Company to terminate his or her contract or relationship with Company or to
accept any contract (directly or indirectly) or other arrangement for providing
services to any other person or organization; or

5.1.2 Contact any of the existing or prospective clients (i.e. any person or
organization with whom the Company is in advanced stages of exploring a

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 6

professional or business relationship) of the Company to entice such clients away
from the Company or to damage in any way their business relationship with the
Company or for the provision of substantially the same services provided to such
clients by the Company; or

5.1.3 Solicit or undertake employment with any client of the Company or any
organization where the employee has been taken or sent for training, deputation
or secondment or professional work by the Company; or

5.1.4 Enter the employ of, or render any other services to, any person engaged
in a business, which competes with the Business of the Company.

5.1.5 Personal contact or the supervision of the efforts of those who have direct
personal contact with Customers, Customer Prospects, or Vendors in an effort to
initiate or further a business relationship between the Company and such
Customers, Customer Prospects, or Vendors.

5.2 Employee agrees to pay liquidated damages in the amount of Rs. 5,00,000[Five Lacs] for
any violation of the covenant not to compete contained in subparagraph 5.1 of this
paragraph.

5.3 It is agreed by and between the parties that the employment with the Company and the
compensation payable under this Agreement as per the Offer Letter at Annexure 1 shall
be sufficient consideration for this Clause.

5.4 The Employee hereby acknowledges and agrees that the limitations as to time and the
limitations of the character or nature placed in this Clause 5 are reasonable and fair and
will not preclude the Employee from earning a livelihood, nor will they unreasonably
impose limitations on the Employee’s ability to earn a living. In addition, the Employee
agrees and acknowledges that the potential harm to the Company of the non-
enforcement of this Clause 5 outweighs any potential harm to the Employee by this
Agreement and has given careful consideration to the restraints imposed upon the
Employee by this Agreement, and is in full accord as to their necessity for the reasonable
and proper protection of Confidential Information and Intellectual Property of the
Company now existing or to be developed in the future. The Employee expressly
acknowledges and agrees that each and every restraint imposed by this Agreement is
reasonable with respect to subject matter, time period and geographical area.

5.5 It is expressly understood and agreed by the Parties that although the Employee and the
Company consider the restrictions contained in this Clause 5 to be reasonable, if a final
judicial determination is made by a court of competent jurisdiction that the time or territory
or any other restriction contained in this Agreement is an unenforceable restriction
against the Employee, the provisions of this Agreement shall not be rendered void but
shall be deemed amended to apply as to such maximum time and territory and to such
maximum extent as such court may judicially determine or indicate to be enforceable.
Alternatively, if any court of competent jurisdiction finds that any restriction contained in
this Agreement is unenforceable, and such restriction cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the other
restrictions contained herein.

5.6 The Company may, at its sole option, relieve, wholly or in part, the Employee, from
complying with the provisions of this Clause 5.

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 7

5.7 For all purposes of this Clause 5, the Company shall be construed to include the
Company and its Affiliates.

6. TERMINATION OF EMPLOYMENT

6.1 Termination by either Party: Either Party may terminate this Agreement upon written
notice to the other Party. The termination would be effective after one (1) month from the
date of the receipt (by the other Party) of such notice (hereinafter referred to as the
“Notice Period”). Alternatively, the Company may terminate the Employee’s employment
with immediate effect, upon giving the Employee one (1) month’s salary in lieu of notice
or pro-rated salary for the balance Notice Period in case the Employee has been
permitted to work during the Notice Period. In case the Employee has given a notice to
terminate this Agreement, the Company may, at its sole discretion, permit the Employee
to leave service during the Notice Period without any salary in lieu of notice or pro-rated
salary for the balance notice period. In relation to this clause, “Termination Date” means
the date on which the Notice Period expires or the date on which the Employee is asked
to discontinue service, whichever is earlier.

6.2 Termination by Company due to Employee’s misconduct: Notwithstanding anything

mentioned in above Clause 6.1, the Company may terminate Employee’s employment
under this Agreement, with immediate effect by a notice in writing (without salary in lieu
of notice), in the event of Employees’ misconduct, including but not limited to, fraudulent,
dishonest or undisciplined conduct of, or breach of integrity, or embezzlement, or
misappropriation or misuse by the Employee of the Company’s property, or
insubordination or failure to comply with the directions given to the Employee by persons
so authorized, or the Employee’s insolvency or conviction for any offence involving moral
turpitude, or breach by Employee of any terms of this Agreement or the Employee
Handbook or other documents or directions of Company, or irregularity in attendance, or
his unauthorized absence of from the place of work for more than three (3) consecutive
working days, or closure of the Business of the Company, or redundancy of the post of
the Employee in the Company, or the Employee conducting himself in a manner which is
regarded by the Company as prejudicial to its own interests or to the interests of its
clients. In this case “Termination Date” means the date on which the Employee is asked
to discontinue service.

6.3 Termination during probationary period: Notwithstanding anything afore said, if the
Employee is serving his/her probationary period (as per Clause 2.3) this Agreement can
be terminated by the Company immediately, without giving any notice to the Employee.
However, in case the Employee wishes to terminate this Agreement during such period,
the Employee shall give fifteen (15) days’ written notice to the Company. In such an
event, the Company may, at its sole discretion, permit the Employee to leave service
during the period of notice without any salary in lieu of notice or pro-rated salary for the
balance notice period as per this Clause 0. In relation to this Clause 0, “Termination
Date” means the last date of employment of the Employee with the Company as stated in
the notice given by the Company (if any), or the date on which the Company gives notice
of termination having immediate effect, or the date on which notice period expires
(whether given by the Company or the Employee), or the date on which the Company
relieves the Employee upon receipt of the notice from him, as the case may be.

6.4 Upon termination of services under any circumstances, the company will process
Employee’s final settlement, which includes the salary and other allowances as
applicable after 45 working days of the last working day.

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 8

6.5 Notwithstanding anything aforesaid, termination of this Agreement by the Employee shall
be subject to the satisfactory completion of all his existing duties, obligations and projects
etc.

6.6 The Company shall have the right to terminate Employee’s service if found he/she suffers
from infectious disease or protracted illness and remain irregular in the job.

6.7 Termination upon Total Permanent Disability or Death of Employee: Notwithstanding

the foregoing, this Agreement shall automatically terminate upon Employee's total
permanent disability or death.

6.8 Upon termination of this Agreement, the Employee, at the option of the Company, shall
be required to give an exit interview on or before the Termination Date.

6.9 If the Employee receives any bonfire offer from any other person for employment or
engagement, he shall discuss the same in good faith with Company to give Company an
opportunity to make a counter-offer to the Employee. After considering such counter
offer, the Employee may decide as he deems fit.

7. COMPANY HANDBOOK

The Employee agrees and undertakes that the Employee shall be bound by all the policies of the
Company including the Policies and Practices and Code of Ethics documented on the Company
intranet, as may be amended from time to time.

8. INDEBTEDNESS and WAIVER

If, during the Employee’s employment under this Agreement, the Employee becomes
indebted to the Company for any reason, Company may, if it so elects, set off any sum due
to the Company from the Employee against the compensation payable to the Employee and
collect any remaining balance from him.

No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or
succeeding breach. No waiver by the Company of any right under this Agreement shall be construed
as a waiver of any other right. The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.

9. ACKNOWLEDGEMENT

10.1 The Employee agrees, recognizes and acknowledges that:

10.1.1 he/she has been provided with a copy of this Agreement for review prior to
signing it, that he/she has reviewed it and that he understands the terms, purposes
and effects of this Agreement, and that he/she has signed the same only after having
had the opportunity to seek clarifications; that he/she has been given a signed copy
of this Agreement for his/her own records; he/she has not been subjected to duress
or undue influence of any kind to execute this Agreement and this Agreement will not
impose an undue hardship upon him/her. He/she has executed this Agreement of
his/her own free will and without relying upon any statements made by the Company
or any of its representatives, agents or employees. This Agreement is in all respects
reasonable and necessary to protect the legitimate business interests of the
Company;

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 9

10.1.2 if he/she violates any of the terms of this Agreement, the Company will suffer
irreparable injury and damages the amount of which cannot be adequately measured
in monetary terms and that an adequate remedy at law will not exist;

in view of the above, the Company shall be entitled to injunctive relief, in addition to any other
remedy available at law or in equity, in the event he/she violates any of the terms or
conditions of this Agreement.

10. AUTHORIZATION TO NOTIFY NEW EMPLOYER

In the event of termination of the employment of the Employee under Clause 6, the employee
hereby grants consent to the Company to notify any new employer of the Employee about the rights
and obligations of the Employee under this Agreement

11. MISCELLANEOUS

12.1 Entire Agreement: The terms of this Agreement are the entire agreement and
understanding with respect to the subject matter hereof and supersedes all prior
discussions or representations between the Company and the Employee including, but
not limited to, any representations made during the Employee’s interview(s) or relocation
negotiations, whether written or oral. This Agreement shall constitute the complete and
exclusive statement of its terms and no extrinsic evidence whatsoever may be introduced
in any judicial, administrative, or other legal proceeding involving this Agreement. Any
subsequent change or changes in the Employee’s duties, salary or compensation will not
affect the validity or scope of this Agreement

12.2 Amendments: No change, modification, or termination of any of the terms,

provisions, or conditions of this Agreement shall be effective unless made in writing and
signed or initialled by all signatories to this Agreement.

12.3 Survival: Termination of this Agreement shall not affect those provisions hereof
that by their nature are intended to survive such termination.

12.4 The Employee represents and warrants that the Employee is subject to no
contractual restriction or obligation that will in any way limit the Employee’s activities on
behalf of the Company or prevent the Employee from performing all or any of the
obligations, terms and conditions of this Agreement.

12.5 The Employee represents and warrants that he will not execute any instrument or
grant or transfer any rights, titles and interests inconsistent with the terms and conditions
of this Agreement.

12.6 This Agreement shall be binding upon the Employee and his heirs, successors
and other legal representatives

12.7 Assignment: The Employee acknowledges and agrees that the Company may
assign any of its rights under this Agreement to any person or entity. The Employee
agrees to take the employment with the assignee of the Company upon the terms and
conditions not less favorable to him that the terms and conditions of employment with the
Company existing at the relevant time. Such assignment shall become effective when the
Company notifies the Employee of such assignment or at a later date as may be
specified in such notice. Upon such assignment, the rights and obligations of the

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 10

Company hereunder shall become the rights and obligations of such successor
company, provided that any assignee expressly assumes the obligations, rights and
privileges of this Agreement. This Agreement is not assignable by the Employee.

12.8 Governing Law and Jurisdiction: This Agreement shall be governed and
construed in accordance with the laws of India in relation to any legal action or
proceedings to enforce this Agreement. Subject to arbitration, the Parties irrevocably
submits to the exclusive jurisdiction of any competent courts situated at Bangalore and
waive any objection to such proceedings on grounds of venue or on the grounds that the
proceedings have been brought in an inconvenient forum.

12.9 Severability: If any paragraph, sub-paragraph, or provision of this Agreement, or

the application of such paragraph, sub-paragraph, or provision, is held invalid by a court
of competent jurisdiction, the remainder of this Agreement, and the application of such
paragraph, sub-paragraph, or provision to Persons, or circumstances other than those
with respect to which it is held invalid shall not be affected.

12.10 Force Majeure: Neither the Company nor the Employee shall be liable nor
responsible for any damages in any manner whatsoever for any failure or delay to
perform or fulfill any of their obligations under this Agreement when such failure or delay
is due to fire, riot, strike, lockout, war, civil commotion, accident, breakdown of plant or
machinery, flood, storm, acts of God, omissions or acts of public authorities preventing or
delaying performance of obligation relating to acts of public authorities, including changes
in law, regulations or policies of the Government, regulatory authority acts beyond the
control of the Company and/ or the Employee, or for any other reasons which cannot
reasonably be forecast or provided against, and which cannot be predicted by men of
ordinary prudence.
Provided that such Party gives prompt written notice of such condition to the other Party
and resumes performance of the obligations as soon as possible.

12.11 Parties To Act With Due Diligence And In Good Faith: The Company and the
Employee hereto shall dutifully perform all covenants of this Agreement in letter and spirit
and shall otherwise act with due diligence and in good faith.

COMPANY EMPLOYEE

Sign: __________________ Sign: ____________________

Name: Lalitha Shree Name: Jackson Leo Yesudhas

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
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ANNEXURE 1

OFFER LETTER

17th September 2017

Jackson Leo Yesudhas
1-18, Thani VilaiNattalam,
Kanniyakumari, Vilavancode
Tamil Nadu-629165
Sub: Offer Letter
Dear Jackson,
We are pleased to offer you herewith employment with KLICPIC (“Company”) in the capacity of
Photographer - Trainee. You will report to Manager-Photographer.

Your gross annual base salary will be Rs.1,44,000/- with additional statutory benefits, and tax to
be deducted at source. Your compensation shall be paid on a monthly basis, in arrears. Please
refer to the annexure to this offer letter for the break-up of your compensation.

All terms and conditions of your employment will be in accordance with your Employment
Agreement and the Proprietary Information and Inventions Agreement, which you will be required
to sign before joining.

We would appreciate your indicating acceptance of this offer by signing this letter. We are certain
that you will find a career with the Company to be both challenging and rewarding. We look
forward to your becoming a member of our team. In case you have any questions, please feel
free to get in touch with us.

Please note that this offer is valid for a period of 7 days from the date of this offer letter. The offer
shall lapse automatically unless you confirm your acceptance of it, by signing the duplicate in the
appropriate place and returning to us.

Yours sincerely,

___________________________
Lalitha Shree Co-Founder

Offer of Employment Accepted:

I have read the terms and conditons set out above and fully understand the same. In
accepting employment with Klicpic. I undertake to conform to the terms and conditions set
out above as well as other policies, procedures, instructions, etc, as may be communicated
to me from time to time.

Name: ________________________________ Signature:___________________________

Date:_________________________________

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900
 12

Annexure 1

Salary Component Annually(INR) Monthly (INR)

Basic
57600 4800
HRA
23040 1920
Conveyance
9600 800
Medical reimbursement
15000 1250
Special Allowance
38760 3230
Gross Annual Total 1,44,000
12000


Professional Tax 2,400
200
Total 1,41,600
11800

#6, Second Floor, 80ft road, 4th block Koramangala,
Bangalore, Karnataka, India. Pin: 560034
Ph: 9916366900