INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is entered into by and between Livespire Pvt Ltd
(hereinafter referred “FlexifyMe”) having a Corporate Office at World Trade Center, Tower 1, Office No.
G-4, Kharadi, Pune – 411 014 (Maharashtra)and Mr/Ms __________________, an individual residing at
___________________________________
(the “Contractor”).

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally
bound hereby, agree to the following:

1. SERVICES. On the terms and conditions set forth in this Agreement, Contractor agrees to provide to
FlexifyMe and/or to a FlexifyMe customer (“Customer”) the services (“Services”) and provide
deliverables (“Deliverables”) set forth on the attached Appendix A (Scope of Work “SOW”)
entered into by the parties.

2. DELIVERABLES. The Services described in Appendix A may require Contractor to provide certain
deliverables to FlexifyMe, which may include reports, memoranda, or other materials
("Deliverables").

a. All Deliverables Contractor creates under this Agreement shall be works made for hire, in which
FlexifyMe shall own all right, title and interest (including ownership of copyright). If any Deliverables do
not qualify as works made for hire, Contractor hereby irrevocably and unconditionally transfers and
assigns to FlexifyMe all right, title and interest (including ownership of copyright) in them.

b. Contractor will obtain FlexifyMe’s prior written approval before incorporating any of Contractor's
pre-existing materials, or the materials of a third party, in any Deliverable. c. If in the course of the
Relationship, Contractor uses or incorporates into a product, process or machine any Invention in which
Contractor has an interest, Contractor will promptly inform FlexifyMe. Whether or not Contractor gives such
notice, Contractor hereby irrevocably grants to FlexifyMe a nonexclusive, fully paid-up, royalty-free,
assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such
Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise
distribute under all applicable intellectual properties without restriction of any kind.

d. If Contractor has any right to a Deliverable that cannot be assigned to FlexifyMe or waived by
Contractor, Contractor unconditionally and irrevocably grants to FlexifyMe during the term of such rights,
an irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through
multiple levels of sublicensees, to reproduce, create derivative works of, distribute, publicly perform and
publicly display by all means known or later developed, such Deliverable.

e. Contractor agrees to provide all reasonable and necessary assistance to FlexifyMe to enable FlexifyMe to
perfect and protect its intellectual property rights in the Deliverables. f. No license or right in any Deliverable
is granted to Contractor, either by implication, estoppel or otherwise.

3. REVIEW AND ACCEPTANCE. Services and/or Deliverables Contractor furnishes under this Agreement will be
subject to final review and acceptance by FlexifyMe, and final payment will not be due before such
acceptance. Any deficiencies found by FlexifyMe during such review will be corrected by the Contractor and
subject to repeat review before acceptance of the work. Any claims which FlexifyMe may have pursuant to
this Agreement will survive inspection, acceptance and payment in full.

4. WARRANTIES Contractor represents and warrants that (a) the Services shall be performed in a skillful,
competent, and workmanlike manner in accordance with the description set forth in Appendix A, and (b)
each Deliverable does not infringe any patent, copyright, trade secret, or other intellectual property right of
any third party. If the Services or any Deliverable do not conform with the above warranties, Contractor
agrees to correct the deficiency without charge and in a timely manner.
a. While rendering services to FlexifyMe, Contractor will not assist any person or entity in competing with
FlexifyMe, in preparing to compete with FlexifyMe or in hiring any employees or consultants of FlexifyMe.

5. TERM AND TERMINATION.

a. The term of this Agreement shall commence on the SOW Commencement Date set forth in Appendix A and
shall end when either party notifies the other party of its intent to terminate the Contractor Agreement,
pursuant to section 5.B.
b. Either party may terminate this Agreement and/or any SOW at any time by giving written notice of 2
weeks to the other party.
c. Upon termination by FlexifyMe or Contractor as provided above, Contractor agrees to make available to
FlexifyMe all Deliverables, including work-in-progress (such as notes, drafts and sketches).

d. In the event that FlexifyMe, its subsidiary, or affiliate enters into an employment agreement with
Contractor, this Agreement shall terminate upon the effective date of such employment agreement.

6. INDEPENDENT CONTRACTOR. This Agreement shall not render the Contractor an employee, partner, agent
of, or joint venture with FlexifyMe for any purpose. Contractor is and will remain an independent contractor
with respect to this relationship with FlexifyMe. FlexifyMe may pay taxes to the local government as per
mandate of law of the region. FlexifyMe shall not be responsible for withholding any sums for unemployment
insurance, social security, or any other withholding, with respect to any of the Contractor's compensation
hereunder. Contractor shall have no claim against FlexifyMe for vacation pay, sick leave, retirement benefits,
social security, workers compensation, health or disability benefits, unemployment insurance benefits, or
employee benefits of any kind pursuant to this Agreement.

7. . COMPENSATION.
a. As full compensation for the Services rendered, FlexifyMe shall pay Contractor the fees specified in
Appendix A. The fees stated include all applicable taxes. Contractor shall submit invoices by the 5th day of
each month for Services performed between the 1st day of the previous month and the last day of the
previous month. Payments for Services performed by Contractor for less than a full month shall be prorated
accordingly. Payment to the Contractor will be made within 10 work days upon receipt of the monthly invoice.
b. FlexifyMe will reimburse the Contractor for reasonable out-of- pocket expenses, such as travel,
subject to prior agreement by FlexifyMe.
c. No show payment not applicable on demo sessions
d. On subscribed student No Show only 50% of the amount will be applicable and paid to the
“Contractor”
e. Pay date will be By or Before 4th of every month.

8. CONFIDENTIALITY.
a. During the term of this Agreement, FlexifyMe may disclose to the Contractor certain confidential
Information. "Confidential Information" means any information, whether in written, oral, visual or machine
readable form, that is either (i) marked Confidential, (ii) described orally as Confidential, (iii) contains or is
described with a similar proprietary or confidential marking at the time it is furnished, or (iv) contains any
other information relating to the technology, intellectual property, finances, plans, strategies, employees,
products, services, or relationships of FlexifyMe which by its nature is reasonably recognized as confidential
information, Confidential Information includes all data relating to FlexifyMe’s customers, the contents of
FlexifyMe’s customer service systems, FlexifyMe Network, FlexifyMe’s Intranet content and infrastructure, the
infrastructure, code and configuration of FlexifyMe.com, FlexifyMe’s business processes and any data
regarding FlexifyMe employees ("FlexifyMe Data").
b. Contractor shall not disclose confidential Information during the term of this Agreement and for a period of
three (3) years following termination thereof. FlexifyMe Data shall remain confidential in perpetuity.
Contractor agrees that during the confidentiality period, it shall use the same degree of care and
means that it utilizes to protect its own information of a similar nature, but in any event not less than
reasonable care and reasonable precautions, to protect confidential Information from loss, misuse, and
unauthorized access, disclosure, alteration and destruction. The Recipient shall only use the Confidential
Information for the purpose of providing the Scope of Work hereunder.
c. Confidential Information shall not include information which (i) is or becomes publicly known or generally
in the public domain without improper action or disclosure by Contractor, (ii) is publicly disclosed with
written approval of FlexifyMe, (iii) is known to Contractor at the time of disclosure by FlexifyMe, as evidenced
by Contractor's written records, (iv) is independently developed by the Contractor without use of the
Confidential Information as evidenced by the Contractor's written records; (v) becomes lawfully known or
available to the Contractor without restriction from a source having the lawful right to disclose the
information without breach of this Agreement by Contractor; or (vi) is software code in either object code or
source code form which is licensed pursuant to the GNU General Public License or the GNU Lesser General
Public License.
d. All confidential Information is and will remain the property of FlexifyMe. No right or license, express or
implied, under any patent, copyright, trade secret or other proprietary right is granted under this Agreement.
Upon termination of this Agreement, and upon written request, Contractor will, within thirty (30) days of such
request, return all the confidential Information to FlexifyMe or certify by written memorandum that all such
confidential Information has been destroyed.
9. INDEMNIFICATION. Contractor will, at its expense, indemnify, defend and hold FlexifyMe harmless against
any claims resulting from (i) a breach or alleged breach of Contractor's warranties or representations under
this Agreement; (ii) any alleged or actual infringement by any Deliverables, of a patent, copyright, trademark
or other intellectual property right, privacy or similar right of any third party, in any country in the world; (iii)
Contractor's failure to comply with any governmental law, statute, ordinance, administrative order, rule or
regulation; or (iv) personal injury or death to persons and damage to tangible property arising out of or in
connection with or resulting from the provision of Scope of Work under this Agreement. Contractor will pay all
costs, damages and attorney fees that a court or other competent authority finally awards as a result of such a
claim.

10. LIMITATION OF LIABILITY To the maximum extent permitted by applicable law, IN NO EVENT SHALL
FlexifyMe BE LIABLE TO CONTRACTOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT REASONABLY FORESEEABLE AND EVEN
IF FlexifyMe HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM
OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, ARISING UNDER
STATUTE OR OTHERWISE.

11. NON-SOLICITATION.
a. NON-SOLICITATION.
The undersigned Contractor hereby agrees that during the course of the Agreement, and for a period of
twelve (12) months immediately following the expiration or termination of the Agreement for any reason,
whether with or without good cause or for any or no cause, at the option either of FlexifyMe or the
Contractor, with or without notice, Contractor will not either directly or indirectly solicit, induce, recruit or
encourage any of FlexifyMe’s employees ,consultants or customers to terminate their relationship with
FlexifyMe, or attempt to solicit, induce, recruit, encourage or take away employees ,consultants or customers
of FlexifyMe, either for Contractor or for any other person or entity

12. GENERAL.
a. Choice of Law. This Agreement shall be governed by and construed in accordance with the substantive
laws of Pune, Maharashtra, India without giving effect to conflicts of law provisions.
b. Arbitration. The parties also agree that all claims and disputes arising under or relating to this Agreement
are to be settled by binding arbitration. The seat of arbitration shall be Pune, Maharashtra, India or another
location mutually agreeable to the parties.
c. Assignment. Contractor may not assign any of its rights under this Agreement, or delegate the
performance of any of its duties hereunder, without the prior written consent of FlexifyMe.
d. Continuing Provisions. Sections 2, 3, 4, 8, 9, 10 and 11 of this Agreement shall survive the termination of
this Agreement.
e. Modification or Amendment. Any amendment, change or modification of this Agreement shall be in
writing and signed by all parties in order to be valid.
f. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason but would be
valid and enforceable if appropriately modified, then such provision will apply with the modification necessary
to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity
will not affect the validity of the remaining provisions of the Agreement.
g. Waiver. The delay or failure of either party to exercise any rights under this Agreement will not constitute
or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an
authorized representative of the party against whom such waiver is sought to be enforced,
h. Notices. Notices must be in English, in writing, and will be deemed given when delivered by hand or five
(5) days after being sent using a method that provides for positive confirmation of delivery to the
respective addresses or facsimile numbers indicated on Appendix A.

13. Entire Agreement. This Agreement, together with its Appendix A, represents the final, complete and
exclusive statement of the agreement between the parties, and supersedes any prior written or oral
agreements, with respect to the subject matter hereof. The parties acknowledge that any prior agreements
between the parties is hereby voided and the sole agreement between the parties is this “Contractor
Agreement.”

14. Student No show : Below protocol in case a student does not show up for a session.
a)Wait for the student to show up for a couple of minutes.
b)After 5 minutes please reach out to your CSM or operations team and inform them.
c)Continue to wait for another 10 min for the student till the CSM / Operations Team confirms back. This
way the CSM will also be able to reach the student and ensure availability.

Each of the parties has executed this Agreement by its duly authorized
representatives. Agreement start date: Feb 26, 2024

FlexifyMe Contractor
Contact Name: Alika sharma

Email: [email protected]

Title : HR Yoga Instructor ( On Contract)

Date : 26-02-2024

Signature: Alika Sharma Sign here :

 PAN Number of Contractor Copy required

Adhaar Number Contractor Copy required

Bank Details

EXHIBIT A

INDEPENDENT CONSULTANT AGREEMENT SCOPE OF WORK

1. Introduction and Overview

This statement of work is incorporated into the terms and conditions of the Contractor Agreement
between FlexifyMe and Contractor.

2. Scope of work

Contractor shall serve as Yoga Teacher with FlexifyMe with such duties and responsibilities as may from time to
time be assigned to Contractor by FlexifyMe, commensurate with Contractor’s title and position described in
this sentence. The duties and services to be performed by Contractor under this Agreement are collectively
referred to herein as the “Services”. Contractor shall report directly to Contractor’s initial set of responsibilities
include:
a. Conduct Yoga sessions as per the slot’s bookings
b. Promptly fill the feedback form for students for demo sessions
c. Promptly fill the assessment forms for Unsubscribed students
d. Participate in improvement of overall program and design of FlexifyMe

Contractor agrees that to the best of her/his ability and experience she/he shall at all times
conscientiously perform all of the duties and obligations assigned to her/him under the terms of this
Agreement.

At FlexifyMe’s option, it will be entitled to reasonable use of Contractor’s name in promotional,

advertising and other materials used in the ordinary course of its business without additional
compensation unless prohibited by law. Contractor’s duties will include reasonable travel, including but
not limited to travel to offices of FlexifyMe, its subsidiaries and affiliates and current and prospective
customers as is reasonably necessary and appropriate to the performance of Contractors duties
hereunder. Contractor will comply with and be bound by FlexifyMe’s operating policies, procedures, and
practices from time to time in effect during Contractor’s employment.
 3. Fees and expenses
Contractor shall be paid as per below details
Timing Per Hour Demo session Subscribed Student Session

5:00 am to 10 :00 pm 200/- per session 350/- per session

10:00 pm to 4:59am 400/- Per session 600/- per session

4. Agreed 5 Slots
Morning Evening
*On Guru No show , the Contractor needs to inform 24 hours prior to schedule time , else 50% of the session
amount will be deducted above 3 Guru Noshows per month (example - if subscribed student of
5:00am-10:00pm Guru No show happened then the deducted amount will be 200/-).

*On subscribed student No Show only 50% of the amount will be applicable and paid to the “Contractor”

*For Demos No Show ,No amount will be applicable.

Taxes applicable as per Indian norms (If Any)

Contractor will be expected to maintain a log of assigned work activities. Contractor will submit a monthly
invoice with an itemized timesheet for services plus reasonable expenses by the 2th workday of the
following month. Payment to the Contractor will be made within 10 work days upon receipt of the
monthly invoice.