INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is made on [●], 2022 by and between:

Encodency Private Limited Company, a company incorporated under the laws of Companies Act, 2013,
having its registered office at Plot 4/5/6/7, Flat 303 G Wing, Sector No. 8A, Airoli, Navi Mumbai,
Maharashtra 400708 (hereinafter referred to as the “Company”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

AND

[●], s/o [●], aged [●] years, residing at [●] (hereinafter referred to as the “Vruum Associate”), which
expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns.

(The Company and the Vruum Associate shall hereinafter collectively be referred as the “Parties” and
individually as a “Party”.)


WHEREAS:

A. The Company has developed a unique web-based mobile application by the name, ‘Vruum’ that

enables its registered Customers to avail cab services along with enabling such Customers to make
a choice of Vruum Associate. Such Contractors are engaged in providing the cab services upon
registering with the Company.

B. The Contractor holds a valid Driving License Number [●] and is desirous of listing himself and his

Cab on Vruum in order to provide cab services to the Customers (“Services”).

NOW THEREFORE, in consideration of the mutual representations, warranties and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the terms and conditions set forth in the Agreement in order that the Vruum
Associate is entitled to provide the Services to the Customers in the Territory, and intending to be legally
bound, the Parties hereto agree as follows.

1. Interpretation and Definitions:

The terms defined hereunder shall have the meaning as specified unless otherwise specified in this
Agreement. Words importing the singular shall include the plural also and vice versa as the context
so permits and reference to the masculine includes a reference to the feminine and neuter and vice
versa. The term "including" as used in this Agreement means "including without limitation".

1.1 “Applicable Law” shall mean any applicable legislative enactment or statutes, declaration, decree,

ordinances, rules and regulations, or any policy or directive of or by, any governmental authority or
rulings of the courts, or any license, permit, or other authorization of governmental authority under
such applicable laws and conditions of such license, permit, or other authorization, in each case as
in effect from time to time, in the Territory.

1.2 “Cab” shall mean the vehicle of the Vruum Associate used for providing Services under this
Agreement.

1.3 “Confidential Information” shall mean any and all information related to, (a) personal data of the
Customer as defined under the Information Technology Act, 2000 and Information Technology
(Reasonable security practices and procedures and sensitive personal data or information) Rules,
2011, and (b) any proprietary information or materials (in every form and media) not generally
known in the relevant trade or industry and which has been or is hereafter disclosed or made available
by the Company to the Vruum Associate in connection with the efforts contemplated hereunder,
including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology,
processes, technical data, engineering, techniques, methodologies and concepts and any information
related thereto; (iii) information relating to business plans, sales or marketing methods and customer
lists or requirements; and (iv) Customer’s details and information; except such information which is
in the public domain at the time of its disclosure or thereafter enters the public domain other than as
a result of a breach of duty of the Vruum Associate.

1.4 “Customer(s)” means the customer who avails and/or subscribes to the Services provided by the

Company through, Vruum.

1.5 “Documentation” shall mean all standard documentation (both in printed and electronic form),
including but not limited to, documents for storing, loading, installing, executing, displaying,
analysis, design, customization, configuration, training of or in relation to the software, knowledge
transfer during and post implementation of the software, business process flow maps and diagrams
of software, documentation required for enhancement, development, implementation, interfacing,
interoperability, compatibility and/or integration purposes.

1.6 “Effective Date” means the date from which this agreement shall be effective, which shall be [●],

2022.

1.7 “Fare” shall mean the total amount charged to the Customer for provision of the Services by the
Vruum Associate calculated on the basis of time, distance and the applicable rates.

1.8 “Vruum Associate” shall for the purposes of this agreement and any other document(s) to which

this agreement bears reference to and/or has bearing on, may be used inter-changeably with the term
“Vruum Associate”.

1.9 “Intellectual Property Rights” shall mean all intellectual and industrial property rights including
without limitation, trademarks, trade dress, copyrights, rights of attribution and authorship,
inventions, mask work rights, moral rights, patents, rights of inventorship, all applications,
registrations and renewals in connection with any of the above; database rights, know-how, trade
secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair
trade practice laws, anywhere in the world.

1.10 “Services” shall mean and include the pick-up and drop facility availed by the Customer from the

pick-up point to the destination point as specified by the Customer while booking a ride request on
the Platform.

1.11 “Trademarks” shall mean any trade name, brand name, product name, service mark, represented

by word, symbol, letter, design, logo, label, pattern and/or similar marks, whether registered or not,

which belongs to or are used by Company to identify market, characterize and/or label Vruum and
/or its related Services.

1.12 “Territory” shall, subject to compliance with necessary provisions of Applicable Laws, mean the

geographic territory of India.

2. Scope of Services

2.1. From the Effective Date of this Agreement, the Vruum Associate and the Cab shall be registered

with Vruum and shall be eligible for an online account on Vruum for providing the Services to the
Customers in the Territory (“Account”).

2.2. Upon registration, the Vruum Associate shall be entitled to choose and buy the packages for

providing the Services (as specified in Schedule - A) to the Customers through Vruum, basis which
the Vruum Associate shall be able to accept the ride requests made by the Customers on Vruum.

2.3. The Vruum Associate shall only be able to accept those ride requests which are covered under the
package, that is the applicable time, distance, preferred pick-up and drop location of the Customer.

2.4. The Parties hereby understand and agree that the Vruum Associate shall not be deemed to be an
employee of the Company.

2.5. The Vruum Associate may choose the Services including the packages, ride requests on the basis of
distance and time, and as per the rates fixed by state governments.

2.6. Notwithstanding anything under this Agreement, the Vruum Associate may also register himself on
Vruum without a Cab for providing the Services to the Customers using Customers’ vehicles. In all
such cases, the Vruum Associate shall only be bound by the terms and conditions in relation to the
Services as under this Agreement and the responsibility of the vehicle and the necessary permits
shall solely vest with the Customer.

3. Payment Terms

3.1. If the Customer opts for online payment through the Vruum platform, the total Fare payable for
the Ride shall be processed via the integrated payment gateway. Upon successful payment, the
amount shall be automatically split between the Vruum Associate and the Company in accordance
with the percentages defined within the Vruum application. The Company’s share shall include
any applicable Platform Charges, and there shall be no other charges payable to the Company
beyond this amount. The Company reserves the right to update the applicable split percentages and
platform charges from time to time.

3.2. Alternatively, the Customer may choose to make the payment of the Fare directly to the Vruum
Associate upon completion of the Ride, in any form mutually agreed between the Customer and
the Vruum Associate.

3.3. The Company shall be entitled to a certain percentage of the Fare as a “Commission” for each ride
completed by the Vruum Associate. The applicable Commission rate shall be determined and
updated by the Company from time to time on the Vruum platform. The Vruum Associate shall
remit the Commission amount to the Company within [24 to 36] [hours] of receiving the payment
from the Customer. For the avoidance of doubt, the Fare for the purpose of calculating
Commission shall include the total payment made by the Customer, including any waiting charges,
if applicable.

3.4. Each Party shall be liable for payment of their respectively taxes as per Applicable Laws. It is hereby
clarified that the Vruum Associate shall be liable to make the necessary tax payments and filings as
required under Applicable Laws in relation to the Fare and such other payments received from the
Customer.

4. Roles and Responsibilities of the Vruum Associate

4.1. Registration on Vruum.

a) The Vruum Associate shall sign up and create an authenticated Account on Vruum by

providing all required information in order to provide the Services. The Vruum Associate
shall identify a username and password and provide certain personally identifiable
information including without limitation, name, age, telephone/mobile number, email
address and other contact details etc. in order to create and maintain an Account with Vruum.
It is hereby clarified that an individual must have a minimum of 2 (two) years’ of driving
experience prior to registering himself/herself as the Vruum Associate.

b) The Vruum Associate agrees and acknowledges that he/she would (i) create only 1 (one)

Account; (ii) provide accurate, truthful, current and complete information when creating the
Account and in all his/her dealings through Vruum; (iii) maintain and promptly update the
Account information; (iv) maintain the security of the Account by not sharing the password
with others and restricting access to the Account; (v) promptly notify the Company if he/she
discovers or otherwise suspects any security breaches relating to Vruum; and (vi) take
responsibility for all the activities that occur under the Account and accept all risk of
unauthorized access.

c) In case it is later found by the Company that the information provided by the Vruum

Associate is untrue, inaccurate, outdated, or incomplete, or if the Company has reasonable
grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, then
it is entitled to terminate the Account and refuse current or future use of Vruum for providing
the Services. Further, in the event any outstanding payment is required to be made to the
Vruum Associate, the Company reserves the right to withhold such outstanding payment in
case of termination of the Account as specified herein.

d) The Company also reserves the right to deactivate the Account of the Vruum Associate if it

is not in operation for more than a year.

4.2. Background Check.

a) The Vruum Associates shall undergo a screening process, like Vehicle registration and

record and background checks, to ensure safety and compliance with the Company’s criteria.

b) The Vruum Associate agrees to provide all the necessary information and cooperate with

the Company for performing such background check.

4.3. Driving Test

The Vruum Associate shall undertake the driving test as specified by the Company. It is agreed that
the Company shall engage the Vruum Associate only after successful completion of the driving test.

4.4. Vehicle Licenses and Maintenance.

a) The Vruum Associate shall be responsible for acquiring and maintaining all registrations,

insurance and licenses of the Vehicle as specified in the Schedule - B.

b) The Vruum Associate shall ensure that the Vehicle is maintained in a good and workable
condition during the Term of this Agreement and shall ensure that the maintenance and
repair works are performed at regular intervals.

c) All expenses in relation to the Vehicle including the expenses of petrol, servicing et cetera

shall be the sole responsibility of the Vruum Associate. For the avoidance of doubt, the
Company shall not be liable to incur any expenses in relation to the Vehicle under any
circumstance.

d) The Vruum Associate shall, at his/her own expense, maintain a health insurance.

4.5. Information to the Company.

a) During registration and at all times thereafter, the Vruum Associate shall provide to the

Company the Vehicle’s license plate number, chassis or engine number and such other
information as may be determined and informed by the Company.

b) The Vruum Associate shall update the information in case of any changes during the Term

of the Agreement.

4.6. Obligations during provision of Services.

a) The Vruum Associate shall, at all times, ensure the compliance with the obligations as set
forth in Schedule - B, while providing the Services.

b) The Vruum Associate shall be solely responsible for any liability incurred due to a breach

of such obligations.

c) The parties understand and agree that the Company shall not have any liability or

responsibility towards any penalty or fine imposed on the Vruum Associate due to a breach
of the obligations mentioned in Schedule - B.

4.7. Vehicle Branding. Vruum sticker, as provided by the Company after registration on Vruum, shall

be affixed on the Vehicle and shall not be removed till the Vehicle is active on Vruum.

4.8. Check In and Completed Actions of Customer.

a) The Vruum Associate shall ensure that the Customer taps on the check-in icon on Vruum

prior to starting the ride and the completed icon upon completion of the ride.

b) The Fare for the ride shall be calculated based on the distance covered and the duration

between such actions of the Customer. For the avoidance of doubt, the Company shall not
be responsible for any undercharges due to the failure on the part of the Vruum Associate or
the Customer to fulfill such obligation.

4.9. Rating.

a) Upon completion of the ride, the Vruum Associate and the Customer shall be required to
rate each other on a five-star scale (“Rating”) and give feedback on the experience of the
ride.

b) The Rating may be used by the Company to roll out any benefits or rewards as may be

determined by the Company from time-to-time.

4.10. Remittance of Commission.

a) The Vruum Associate, shall ensure timely and proper remittance of the Commission to the
Company as agreed between the Parties and as specified in Clause 3.2 above.

4.11. Cancellation Policy

a) The Vruum Associate may cancel a ride after accepting the ride request at any given point
subject to a Cancellation Fee as specified in the clause below.

b) In case of cancellation of the ride, the Vruum Associate shall be charged with a cancellation

fee (“Cancellation Fee”) in accordance with (“Cancellation Policy”) which is specified in
Schedule C.

c) The Vruum Associate will be notified of the applicable Cancellation Fee before confirming

the cancellation of the ride.

5. Intellectual Property Rights

5.1 The Vruum Associate agrees and acknowledges that all rights, title and interest in Vruum, including

without limitation, related Documentation, source code, object code and other technology integrated
in Vruum and Intellectual Property Rights therein, are and shall remain the sole and exclusive
property of Company. Company has the sole right, in its discretion and at its own expense, to file,
prosecute, and maintain all applications, registrations, and copyrights relating to the Intellectual
Property Rights in and to Vruum. Vruum Associate shall provide, at the request of the Company, all
necessary assistance with such filing, maintenance, and prosecution.

5.2 The Company hereby grants to the Vruum Associate, a revocable, limited right and license to use its

Trademarks whether registered or not, solely for the purpose of branding the Vehicle during the
provision of Services under this Agreement. The rights granted in this Clause shall terminate upon
any termination or expiration of this Agreement. Upon such termination, Vruum Associate shall no
longer make any use of the Company’s Trademarks.

5.3 The Vruum Associate shall not delete or in any manner alter the Intellectual Property Rights of the
Company appearing on Vruum as made accessible to the Vruum Associate.

5.4 Vruum Associate shall, to the extent lawful, report promptly to Company, on the anticipated and
confirmed infringement of such rights of which the Vruum Associate becomes aware.

6. Right to Inspect & Audit

6.1 The Company reserves the right to inspect and audit at its cost, at any time, the compliance of the
obligations of the Vruum Associate and the related quality standards observed by the Vruum
Associate in relation to the Vehicle, and the Vruum Associate shall ensure full co-operation with
such inspection and audit.

6.2 The inspection would ordinarily be carried out after reasonable notice except in circumstances where

giving such a notice will defeat the very purpose of the inspection. The Company shall communicate
the result of such inspection and audit to the Vruum Associate at its discretion. The Vruum Associate
shall be obligated to take such remedial steps in the performance of its obligations under this
Agreement, as may be informed by the Company in terms of the audit report.

6.3 Wherever considered appropriate, the Company may conduct any inquiry either suo moto or on

complaint to determine whether there has been any breach in compliance of the terms and conditions
of the Agreement by the Vruum Associate. In case of such inquiry, the Vruum Associate shall extend
all reasonable facilities and cooperation without causing any hindrance.

7. Payment Reports.

7.1 Within fifteen (15) days from the date of receipt of any request from the Company, the Vruum

Associate shall deliver to Company a report which shall provide all information reasonably
necessary for computation and/or confirmation of the payments received by the Vruum Associate
for provision of the Services.

7.2 Discrepancies in payments and Commission payable (if any) identified in the report shall, unless
otherwise agreed between the Parties in writing, be rectified by the Vruum Associate by making the
necessary payments within 15 (fifteen) days of identification of such discrepancy.

8. Confidentiality of Information

8.1. Confidentiality Obligations. The Vruum Associate shall (i) hold the Confidential Information as

defined in Clause 1.3 in trust and confidence and avoid the disclosure or release thereof to any other
person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or
dissemination of its own Confidential Information of a similar nature, but not less than reasonable
care, and (ii) not use the Confidential Information of the Company for any purpose whatsoever
except as expressly contemplated under this Agreement.

8.2. Exceptions. The obligations of the Vruum Associate under Clause 8.1 shall not apply to any

information that the Vruum Associate can demonstrate the Vruum Associate:

a) was in its possession at the time of disclosure and without restriction as to confidentiality,
b) at the time of disclosure is generally available to the public or after disclosure becomes

generally available to the public through no breach of agreement or other wrongful act by
the Vruum Associate,

c) has been received from a third party without restriction on disclosure and without breach of
agreement by the Vruum Associate, or

d) has independently developed by the Vruum Associate without regard to the Confidential
Information of the Company.

8.3. Permitted Disclosures. The Vruum Associate may disclose Confidential Information as required to
comply with binding orders of governmental entities that have jurisdiction over it; provided that the
Vruum Associate:

a) gives the Company reasonable written notice to allow the Company to seek a protective

order or other appropriate remedy,
b) discloses only such Confidential Information as is required by the governmental entity, and
c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential

Information so disclosed.

8.4. The Vruum Associate shall ensure that no information related to the Customers is collected,

analyzed, sold, transferred or otherwise disclosed to any third party, and is utilized strictly for the
purposes of providing the Services in pursuance of this Agreement.

8.5. Upon termination or expiration of this Agreement, the Vruum Associate shall immediately, and

under no circumstance later than five (5) days from the date of termination, return to Company or
destroy, as instructed by the Company, all copies of Confidential Information of the Company, in
whichever medium stored, that are in its possession or control, and the Vruum Associate shall certify
to Company in writing that it has done so.

9. Privacy Policy.

9.1 The Company respects the privacy of its Customers and has accordingly formulated a Privacy Policy

(“Policy”) which is available at the company’s website, www.[●].com which may be amended from
time to time.

9.2 The use of any personally identifiable information (“PII”) as defined under the Information

Technology Act, 2000 and Information Technology (Reasonable security practices and procedures
and sensitive personal data or information) Rules, 2011 shall be governed by the Privacy Policy as
provided on www.[●].com and amended from time to time.

10. Termination of Agreement

10.1 The term of this Agreement will begin on the Effective Date and shall be valid until terminated.

10.2 Either Party may, at any time during the Term, terminate this Agreement by giving a notice in writing

to the other Party of a period of not less than 30 (thirty) days.

10.3 The Company shall be entitled to terminate this Agreement immediately in case of fraud, willful

neglect, willful misconduct and/or loss of data by the Vruum Associate.

10.4 In the event of any breach under this Agreement, the Vruum Associate shall be provided seven

working days to take remedial steps except Clause 10.3 and rectify any breach. In the event of failure,
the Company shall be entitled to terminate the agreement immediately forthwith.

10.5 Upon termination of this Agreement, the registration of the Vruum Associate with Vruum shall stand

cancelled and the Vruum Associate’s shall not be eligible to ply his Vehicle using Vruum.

11. Representations and Warranties

11.1 The Company represents, warrants and covenants that the execution, delivery and performance by it

of this Agreement:

(a) are within its corporate powers;
(b) have been duly authorized by all necessary corporate action under its organizational

documents;
(c) require no action by or in respect of, or filing with, any governmental body, agency or

official;
(d) do not contravene, or constitute a default under, any provision of Applicable Law or

regulation or of the organizational documents of such Party or of any agreement, judgment,
injunction, order, decree or other instrument binding upon such Party; and

(e) all such registrations, licenses, authorizations and permissions that may be required for
performance of its obligations under this Agreement are in full force and effect, at present
and shall remain in force throughout the Term of this Agreement.

11.2 The Vruum Associate represents, warrants and covenants that:

(a) He is the registered owner or the lessee, as the case may be, of the Cab and permit holder

for the provision of transport services of the Vehicle.
(b) He has all requisite power and authority to deliver and perform the obligations imposed

herein.
(c) He has not been convicted for any criminal offence by any court within the past 3 (three)

years from the date of registration as a Vruum Associate.
(d) He shall comply with all Applicable Laws and guidelines including the COVID-19

guidelines as notified by the Government of India, while providing the Services herein.
(e) He shall not be logged in for an aggregate of equal to or more than 12 (twelve) hours on a

calendar day, either on Vruum or any other aggregator.

12. Indemnification

12.1 The Vruum Associate shall indemnify the Company to the extent of loss suffered by the Company

arising out of actions that are attributable to the Vruum Associate.

12.2 Neither party shall be responsible for any incidental or consequential damages giving rise to any loss

of profit, business, goodwill or revenue.

12.3 The Company shall serve a notice of 30 (thirty) days of such claim upon the Vruum Associate.

12.4 The parties understand and agree that the indemnification may, without limitation, include the

following:

(a) any claims for damages, liabilities, fines, penalties or any other claims of whatsoever nature,
which are brought against the Company by the Customer and/or any third party on account
of direct deeds or misdeeds or acts of omission or commission attributable to the Vruum
Associate in the performance of its obligations under this Agreement;