ADVISORY BOARD AGREEMENT

THIS ADVISORY BOARD AGREEMENT is made effective as of , (the "Effective Date") by and
between , a (the "Company"), and (the "Advisor").

RECITALS

 PHN Technology Pvt. Ltd. desires to obtain the services of Advisor to serve on the Company’s
Board of Advisors (the “AB”), and the Advisor desires to serve on the AB, upon the following
terms and conditions.

 PHN Technology Pvt. Ltd. hereby mentioned as ‘Company’ has spent significant time, effort, and
money to develop certain Proprietary Information (as defined below), which Company considers
vital to its business and goodwill.

 The Proprietary Information may necessarily be communicated to or received by Advisor in the

course of serving on the AB for the Company, and Company desires to obtain the Services of
Advisor, only if, in doing so, it can protect its Proprietary Information and goodwill.

 The Company does not desire the Advisor to share or use any confidential information
owned by third parties while performing their services.

AGREEMENT NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Advisory Board Member. Company hereby retains Advisor to serve on its Advisory Board.. The
term of this Agreement (the “Term”) shall be for a minimum period of two years (2) commencing
on the Effective Date. In events of early termination, the party terminating the agreement shall
provide two weeks (14 days) prior written notice delivered by either party to the other for any
reason. Upon any termination of the Services as provided in the preceding sentence, this Agreement
shall terminate except that the provisions set forth in Sections 2.b, 4 and 6 of this Agreement shall
survive such termination.

2. Position, Duties, Responsibilities.

a. Duties. Advisor shall perform those services (“Services”) as reasonably requested by the Company
from time to time, including but not limited to the Services described on Exhibit A attached hereto.
The Advisor shall devote the Advisor's commercially reasonable efforts and attention to the
performance of the Services for the Company on a timely basis. The advisor shall also make
himself available to answer questions, provide advice and provide Services to the Company upon
reasonable request and notice from the Company.
b. Independent Contractor; No Conflict. The Advisor is an independent contractor, not an employee,
agent, joint venture, or partner of the Company. The Advisor is skilled in providing the services
agreed upon. The Advisor is solely responsible for all taxes related to the compensation received.
The Advisor says they have the authority to enter this Agreement and that performing the services
will not violate any existing obligations.

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3. Compensation, Benefits, Expenses.

a. Compensation. As full and complete consideration of the Services to be rendered hereunder, the
Company shall pay Advisor the Compensation described in Exhibit A attached hereto.

b. Reimbursement of Expenses. Company shall promptly reimburse Advisor for any reasonable costs
and expenses incurred by Advisor in connection with any Services requested by Company and
performed by Advisor pursuant to this Agreement. Each such expenditure or cost shall be
reimbursed only if: (i) Advisor receives prior approval from the Company’s Program Head or CFO,
and (ii) Advisor furnishes to Company adequate records and other documents reasonably
acceptable to Company evidencing such expenditure or cost.

4. Proprietary Information; Work Product; Non-Disclosure.

a. Defined. The company owns a wide range of proprietary information, including business plans,
client data, financial projections, marketing materials, designs, technical data, software, algorithms,
and trade secrets. This information is crucial to its operations and includes both widely known
elements and unique combinations that provide competitive advantage.

b. General Restrictions on Use. The Advisor agrees to keep all Proprietary Information confidential.
They will not disclose, use, copy, publish, summarize, or remove it from the company's premises
except as necessary during the consulting relationship or as authorized in writing after termination.
Exceptions include information already in the Advisor's possession, received from a third party not
bound by confidentiality, or publicly available at the time of disclosure.

c. Ownership of Work Product. All work created by the Advisor for the Company, including writings,
programming, documentation, reports, and any other deliverables, shall belong exclusively to the
Company. If any rights to such work are not automatically owned by the Company, the Advisor
agrees to assign them to the Company.

d. Incidents and Further Assurances. T h e c o m p a n y m a y o b t a i n a n d h o l d

copyrights, registrations, and other protection available in the
A d v i s o r . Advisor agrees to provide any assistance required to perfect such protection. The
advisor agrees to take sure further actions and execute and deliver such further agreements and other
instruments as the Company may reasonably request to give effect to this Section 4.

e. Return of Proprietary Information. Upon termination of this Agreement, the Advisor must
promptly return all Company property and materials related to Proprietary Information and Services
at the Company's expense. The Advisor retains ownership of works created prior to this Agreement,
granting the Company a nonexclusive, perpetual, paid-up right and license to use them in
connection with Services and Work Product.

f. Remedies/Additional Confidentiality Agreements. Nothing in this Section 4 is intended to limit any

remedy of Company under applicable state or federal law. At the request of the Company, Advisor
shall also execute Company's standard "Confidentiality Agreement" or similarly named agreement
as such agreement is currently applied to and entered into by Company's most recent
employees.

5. Non-Compete. During the term of this Agreement, the Advisor must give prior written notice to the
Company before providing services to any competitor. After termination, the Advisor must notify
the Company within six months of providing services to a competitor. The Agreement specifies
exceptions listed in Exhibit B, to which the Company consents.

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6. Indemnity Clause. The Advisor agrees to indemnify, defend, and hold harmless the Company and
its members from and against any and all claims, liabilities, damages, losses, costs, and expenses
arising out of or relating to circumstances triggering indemnity. (i) The indemnification obligation
shall not apply to the extent that any claim arising out from the negligence or willful misconduct of
the Company. (ii) The total liability of the Advisor under this indemnity clause shall not exceed
____________ rupees. (iii) The indemnification obligations under this clause shall survive the
termination or expiration of this agreement.

7. Miscellaneous.

a. Notices. All notices required under this Agreement shall be deemed to have been given or made for
all purposes upon receipt of such written notice or communication. Notices to each party shall be
sent to the address set forth below the party's signature on the signature page of this Agreement.
Either party hereto may change the address to which such communications are to be directed
by giving written notice to the other party hereto of such change in the manner provided
above.

b. Entire Agreement. This Agreement and any documents attached hereto as Exhibits constitute the
entire agreement and understanding between the parties with respect to the subject matter herein and
therein, and supersede and replace any and all prior agreements and understandings, whether oral or
written with respect to such matters. The provisions of this Agreement may be waived, altered,
amended or replaced in whole or in part only upon the written consent of both parties to this
Agreement.

c. Severability, Enforcement. If, for any reason, any provision of this Agreement shall be determined
to be invalid or inoperative, the validity and effect of the other provisions herein shall not be
affected thereby, provided that no such severability shall be effective if it causes a material
detriment to any party.

d. Governing Law. The validity, interpretation, enforceability, and performance of this Agreement
shall be governed by and construed in accordance with the laws of the Republic of India. Venue for
any and all disputes arising out of this Agreement shall be the Pune City, Maharashtra.

e. Injunctive Relief. The parties agree that if there is a breach or threatened breach of Section 4
covenants, it would cause irreparable harm to the Company's business. Therefore, the Company is
entitled to injunctive relief in addition to other remedies available under this Agreement or
applicable laws.

f. Publicity. The Company shall, with prior written approval by Advisor, have the right to use the
name, biography and picture of Advisor on the Company’s website, marketing and advertising
materials.

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IN WITNESS WHEREOF, each party hereto has duly executed this Agreement as of the Effective

Date:

COMPANY

Name:_________________
Designation:____________
Signature______________

ADVISORY BOARD MEMBER

Name:_________________
Designation:____________
Signature______________

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 Exhibit A to Advisory Board Agreement

Services.

As a member of the Advisory Board, you shall:

Participate in monthly Advisory calls which will last no more than one hour. Either online or offline as
may be prescribed by the Company. And attend twelve (12) Advisory Board Meeting yearly.
Lend their face value for company’s advancement in relevant industries as and when required.
Participate in annual full day retreat.
Be accessible to Company to provide guidance on business, i n n o v a t i o n a n d technology strategy
issues on an as-needed basis

Compensation.

1. Compensation includes:
a. Profile and face value.
b. Advisory Board meetings attended.
c. Connect with new ventures/business partners.
d. Sessions/Guest Lectures.

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 Exhibit B to Advisory Board Agreement

Advisor Details (Name, contact, other details Current Employment Details

etc.)
1.
2.