DocuSign Envelope ID: 08E6DF34-A615-4FF3-9E78-2B8F7526F4E8

Instructor Contractor Engagement Agreement

This Instructor Contractor Engagement Agreement (the “Agreement”) is entered into on

____________
11 April 2022 (the “Execution Date”), and will be effective from 1-March
__________, 2022 (the
“Effective Date”), by and between:

A. Whitehat Education Technology LLC, a limited liability company incorporated under

the laws of the U.S. State of Delaware, that has its office at Spaces Levi's Plaza, 1160
Battery Street East, Suite 100, San Francisco, CA 94111, United States of America
(hereinafter referred to as “Company”);

AND

RENUKA GUPTA
B. ______________________________________________________
(Your Full Name – for example, Shruti Nidhi Kaur, not S. Kaur)

an independent contractor interested in offering services to Company as set out in this

Agreement, with

AFVPR5036F
Tax ID Number: _______________ (Your India PAN etc.)

G-105, VIVEKANAND APARTMENTS, PLOT NO-2, SECTOR-5, DWARKA

who resides at: __________________________________________________________
NEW DELHI- 110075 INDIA
__________________________________________________________
(Your Full Address, including Street, City, State, Postal Code, Country)

(hereinafter referred to as “Contractor”).

Company and Contractor may individually be referred to as “Party” and collectively as

“Parties.”

WHEREAS Company operates through the brands WhiteHat Jr. and BYJU’S FutureSchool,
respective websites and mobile applications (together, termed the “Platform”) and
facilitates, amongst others, online education services and aims at providing lessons in
various subjects/courses to children and/or adults (“Student(s)”).

WHEREAS it is the policy of Company to appoint highly qualified trainers who support
Company’s initiatives and programs in pursuit of quality education to Student(s)
(“Instructor”);

WHEREAS Contractor desires to provide services to Company as an Instructor and teach

its students using the Platform; and

WHEREAS the Parties mutually desire to enter into this Agreement to define and set forth
the terms and conditions of the engagement of Contractor by Company.

In consideration of the foregoing, which is incorporated herein by reference, the Parties

agree as follows:

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1. Engagement of Services:

A. Company hereby engages Contractor as an Instructor and Contractor hereby agrees to

serve in such capacity while engaged by Company. Contractor shall be responsible to
provide formal / structured online training and instructions in various subjects
(“Courses”) to children through the Platform or such other portal as prescribed by
Company from time to time (“Services”). Contractor will perform the Services in
accordance and full compliance with all applicable laws, regulations, and industry and
Company standards of quality, ethics, and professionalism.

B. As part of their engagement for the Services, Contractor hereby agrees to devote the
time required to teach the Courses that Contractor voluntarily chooses to teach in
their entirety as may be prescribed by Company from time to time (each session is
referred to as a “Class”).

C. Contractor agrees to abide by the ‘Work Standards and Code of Ethics’ contained in
Schedule B in performance of the Services. Company reserves the right to revise the
standards applicable to performance of the Services and to specify additional
standards during the Term, and Company will provide Contractor notice of the same.

2. Compensation:

As full compensation for all Services provided by Contractor under this Agreement,
Company will pay Contractor as specified in Schedule A of this Agreement
pertaining to “Compensation.” Contractor shall provide necessary documents as
required by law to assist Company in making payment to Contractor as per applicable
laws and this Agreement. Depending on the documents received from the Contractor,
the Company shall adopt appropriate withholding tax position as prescribed by the
law.

3. Obligations of Contractor:

A. Contractor may perform the Services at such place or location and at such times as
Contractor may determine and shall ensure adequate and continuous internet
connectivity to meet the minimum quality standards specified by Company in order
to maintain the quality of the lessons and to complete the respective Class without
interruption.

B. Contractor accepts and acknowledges that the lessons imparted by Contractor may be
recorded by Company Group and Contractor gives Company Group
permission/consent to record the same and exclusive rights throughout the world in
the recorded lessons as specified below. Contractor hereby agrees to deliver to
Company all papers, permission(s), documents, files, electronic data or media,
reasonably requested by Company in connection therewith. For purposes of this
Agreement, “Company Group” means Company and any entity currently existing or
subsequently formed that directly or indirectly controls, is controlled by, or is under

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common control with Company, whether by contract, through the ownership of voting
securities or otherwise.

C. Contractor acknowledges that an integral part of the Services is that Contractor has
the responsibility to ensure the well-being of the Students assigned to Contractor
while in Class. Contractor always shall maintain the decorum of an Instructor-student
relationship and act professionally toward each student and parent. Contractor
undertakes to always conduct the lessons in full compliance with applicable law.

D. If Company Group becomes aware of violation of any applicable law, Company

Group reserves the right to report such behavior to law enforcement and to take any
other actions required or appropriate under applicable law.

E. Contractor shall not post on any social media platforms regarding Company Group or
its students. Contractor shall not comment on social media platforms on any issue
regarding Company Group unless requested explicitly by Company. Contractor shall
not reply to any media or external-party requests for comment. In case of any such
queries, Contractor immediately shall contact the Corporate Communications team.

F. Contractor shall neither use nor aid, assist, publish, display, or share with any third
party including on any social media platform or Internet any Confidential Information
(as defined in Section 5) or content, material, or information about Company Group
or its students or customers, including but not limited to any images, screenshots,
photos, internal conversations, emails, text, curriculum, audios, videos, tutorials,
reading materials and/or any other materials which can be used in a defamatory or
disparaging manner against Company Group and/or Platform.

G. The identity of Company Group ’s students, as well as Company Group’s Platform

and curriculum, is considered confidential and proprietary information of Company
Group. Contractor shall not, directly or indirectly, do any of the following: (1) contact
any student (including their parents) of Company in order to solicit work or provide
any services to them without express prior written permission from Company, except
for communications made in connection with Contractor’s provisions of the Services
on Company’s behalf; (2) use Contractor’s professional relationship with any current
or potential student of Company for Contractor’s private advantage or commercial
gain; (3) not use Company’s or Platform’s name/brand to promote Contractor’s
services in any manner whatsoever; or (4) engage in any form of activity that produces
a “conflict of interest” with the business or activities of Company. Nothing in this
Agreement, including the prior sentence, prohibits Contractor from (i) engaging in
outside business interests and other tutoring and teaching that does not use the
Platform or Confidential Information of Company Group and/or disclose any
information related or pertaining to the Student(s), or (ii) engaging in other activities
permitted by applicable law.

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H. While performing the Services or communicating with any actual or potential students
(or parents) of Company Group, Contractor shall focus on the Services and the Class
and not make any disparaging statements, criticisms, or arguments which brings
public disrepute or ridicule to the Company Group.

I. Contractor shall not redesign, reverse engineer, recompile, or reassemble the Platform
or any Company Group portal/applications to which Contractor has access.

J. Contractor shall not take any other actions that may be detrimental to the Company
Group, including posting or submitting any unauthorized, plagiarized, defamatory,
immoral, unethical, obscene or illegal content on/via the Platform.

K. Contractor confirms that there is no pending claim, suit, proceeding, investigation,

litigation, or such other action(s) brought by a person, government authority, or other
third party against Contractor (“Action”) as of the Effective Date nor has there been
any Action against Contractor in the past except as disclosed in writing. If any Action
is threatened or pending after the Effective Date and during the Term, Contractor will
provide written notice to Company within three calendar days in the same manner.

L. Nothing in this Agreement (including Sections 3, 4, or 5) is intended to or does restrict

or impede a Party from (1) making disclosures as may be required or protected by law
or legal process, including in connection with a government investigation or
proceeding by any federal, state, and local governmental agency or commission
(“Government Agency”), or (2) otherwise exercising protected rights to the extent
that such rights cannot be waived by this Agreement.

4. Restrictions and legal compliance:

A. Contractor will not make any direct contact with Company’s students other than for
the purpose of providing the Services and conducting scheduled lessons through the
Platform.

B. Contractor is neither authorized nor approved to act or communicate on behalf of

Company and shall not enter into any contract of any kind on behalf of Company.
Contractor may not represent to others that Contractor has any position of authority
within the Company and should use the title independent “Tutor/Instructor” in
connection with the Services.

C. Relationship Between the Parties: It is the express intention of the parties that
Contractor perform the Services as an independent contractor. Contractor's
relationship with Company will be that of an independent contractor, and nothing in
this Agreement is intended to, or should be construed to, create a partnership, agency,
joint venture, or employment relationship. Without limiting the generality of the
foregoing, Contractor is not authorized to bind Company to any liability or obligation,
make promises or act on behalf of Company, or otherwise represent that Contractor

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has any authority for Company. Company will not control how the Services are
performed on a day-to-day basis while teaching the Courses and any Class. Rather,
Contractor has the right to and will in fact control the manner and methods in which
the Services are performed and is responsible for determining the best way to perform
the Services; provided that nothing herein limits Contractor’s obligations to meet this
Agreement’s requirements and the standards and conditions specified by Company.
Contractor is obligated to report as income all compensation received by Contractor
under this Agreement, and to pay all applicable taxes (including self-employment and
other taxes) on such income, and Contractor will be solely responsible for making all
such contributions, premium payments, and income tax remittances in conformity
with any applicable statutory requirements on Contractor's own behalf. Contractor is
responsible for obtaining insurance as commercially reasonable or as required by law
and for obtaining and maintaining any applicable business licenses. Contractor has
had the opportunity to carefully review and discuss with an attorney of Contractor’s
choosing this Agreement and Contractor’s engagement by Company as an
independent contractor. Each party waives and will be estopped from asserting any
claim that Contractor is not an independent contractor under the terms of this
Agreement. Contractor will indemnify and hold Company harmless to the extent of
any obligation imposed on Company to pay in withholding taxes or similar items or
resulting from a determination that Contractor is not an independent contractor.

D. Contractor is not an employee of Company and will receive only the fee for Services
listed in Schedule A and not any benefits. Contractor is not entitled to (under this
Agreement or otherwise) and will not receive any of the rights or benefits that
Company may provide or make available to its employees, including but not limited
to group health insurance, life insurance, profit-sharing, retirement benefits, paid
leave (including vacation, holidays, and sick leave), workers' compensation or
unemployment insurance, overtime pay, severance pay, or any other statutory
benefits.

E. Contractor will furnish all tools, materials, equipment, supplies, and other resources
necessary to accomplish the Services (except as expressly provided in Schedule C, if
applicable) and will incur all expenses associated with performance. Contractor
warrants that all such equipment, materials, and supplies will be in good repair and
appropriate for the task and that Contractor will not rely on the equipment, materials,
or supplies of Company to provide the Services. Any equipment provided by
Company shall be used strictly for professional purposes and returned promptly to
Company by Contractor upon conclusion of this Agreement in a safe and sound
condition. Contractor shall be liable for any damages except for normal wear and tear
sustained in case of ordinary use.

5. Confidentiality & Background Verification:

A. Contractor acknowledges and agrees that Contractor will receive Confidential

Information from Company Group. “Confidential Information” means any non-

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public information that relates to the actual or anticipated business, research, or

development of Company Group and any proprietary information, data, trade secret,
and know-how of Company or its affiliates that is disclosed to Contractor by
Company Group, either directly or indirectly, in writing, orally, or by drawings or
inspection or observation of tangible items. Confidential Information includes, but is
not limited any curriculum, products, services, student/customer lists and information,
user/log-in information, developments, inventions, processes, technology, designs,
marketing, finances, budgets, videos, tutorials, materials, images, and other business
information, whether or not marked or designated as confidential. Confidential
Information is the sole property of Company. Contractor shall not, during and after
the Term, disclose Confidential Information to any third party or use Confidential
information other than for the performance of Services for Company.

B. Contractor will be given access to the Platform to provide the Services. Contractor
acknowledges that all information related to the Platform, including user/login
credentials, is Confidential Information and will not be disclosed or used other than
in performance of the Services.

C. Company Group has received, and in the future will receive, confidential or
proprietary information from third parties subject to a duty on Company Group’s part
to maintain the confidentiality of the information and to use it only for certain limited
purposes. Similarly, any information Contractor receives from students or customers,
including information voluntarily disclosed by students or parents, will be considered
Confidential Information. If Contractor receives such third party information from
Company Group or their students and customers, Contractor will hold such
confidential or proprietary information in the strictest confidence and not to disclose
it to any person or entity, or to use it except as necessary in carrying out the Services
for Company consistent with Company Group’s duties to the applicable third parties.

D. Any and all information gathered by Contractor from Company Group during the
Term of this Agreement, including but not limited to the Coursework (as defined in
the following section) shall be treated as Confidential Information by Contractor and
Contractor undertakes not to disclose the same without prior written consent from
Company to any third party in whole or in part, for any commercial purpose or
otherwise.

E. Contractor also agrees that they shall not use or provide access to any third party of
any Confidential Information of Company Group, for any purpose other than to
provide their services as per this Agreement. Contractor shall limit the disclosure of
the Confidential Information to only those employees and agents who have a need to
know the information for the limited purpose of executing their job responsibility,
strictly in accordance with the specifications of Company.

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F. Whereas the Services provided by Contractor to Company may include access,

receipt, storage, processing, transmission, sharing and treatment of personal data of
students associated with Company’s Platform and their parents/legal guardians,
Contractor hereby undertakes to comply with the following:

a. treat the personal data to which Contractor has been granted access to by
Company Group only in accordance with the legal requirements of data treatment
established in the applicable law and legislation which governs this Agreement,
with the sole purpose of complying with the obligations set out in this Agreement
and by no means Contractor shall use such personal data for a different purpose;
b. Contractor hereby agrees not to disclose to third parties the personal data to which
either party has been granted access, except for those necessary for the data
processing and upon formal agreement regarding data protection;
c. Keep all personal data and information entrusted to Contractor by Company
Group in absolute secrecy. Such obligation shall survive the termination of this
Agreement;
d. Have all necessary rights, consents and/or authorizations required by the
applicable law to disclose, share and/or authorize the processing of personal data
in order to comply with all contractual and/or legal obligation;
e. Immediately notify Company of requests for data access, by any person and/or
governmental authority, to any of the personal data received and not share the data
unless authorized by Company;
f. Inform Company of any security incident within forty-eight (48) hours of the
moment it became aware, by any means, of the respective incident;

G. Each Party agrees that, if there is a breach or threatened breach of the confidentiality,
intellectual property, or non-solicitation obligations under this Agreement by
Contractor, Company Group may have no adequate remedy in damages and will be
entitled to seek injunctive relief and other equitable remedies for any such breach in
any court of competent jurisdiction. Contractor further agrees that they will not
oppose the granting of such relief. Such remedies are not the exclusive remedies for
breaches of the confidentiality, personal data protection, and other obligations of
Contractor and are in addition to all other remedies available at law or in equity to
Company Group.

H. Contractor acknowledges and agrees that:

(a) Company may share Contractor’s personal information and documents,
including but not limited to government-issued identity document such as
aadhaar, voter identity, tax identification number, permanent account number,
driver’s license, name, date of birth, address, mobile number, email address,
education record(s), and previous employment record(s) with a third party
service providers for background verification purposes consistent with applicable
law. Contractor hereby authorizes Company to initiate/conduct such background
verifications and Contractor agrees to execute any forms required to authorize
such a background check.
(b) Contractor authorizes Company and its third party service providers to (i) collect

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and store Contractor’s personal information and documents, conduct verification,

collect verification reports, and check references, and (ii) make available
Contractor’s digital record to persons, agencies, and third party service providers
for the purposes of processing Contractor’s background verification, which
information shall be shared on a need-to-know-basis.
(c) Contractor represents and warrants that all the information Contractor has or will
provide to Company, including information provided in connection with
engagement as an Instructor or with accessing and/or using the Platform, has and
will be true, accurate, and complete at all times.

6. Intellectual Property Ownership:

Contractor acknowledges that, as between Contractor and Company, Company is the

owner of and retains all rights in all information and other materials provided on the
Platform or via Company (including but not limited to the curriculum taught, all texts,
software, graphics, photos, illustrations, apps, trademarks and logos).

Contractor acknowledges and agrees that all documents, materials, articles, equipment,
and other items produced by and/or provided to Contractor, including but not limited to
the curriculum, equipment, software, memoranda, research notes, correspondence, and
reports (“Coursework”) shall be the exclusive property of Company, and Contractor shall
retain no ownership, interest, or rights therein. All intellectual property rights in the
Coursework, including but not limited to, patents, copyrights, trademarks, and trade
secrets, developed, created or discovered by Contractor in performance of this Agreement
shall be the exclusive property of Company. Contractor irrevocably assigns and grants to
Company all rights, title, and interest in the Coursework, without any additional
compensation or claim for money from Company. To the extent the foregoing transfer
and assignment of all rights to Company is not valid, Contractor hereby grants to
Company the exclusive, irrevocable, perpetual, transferable and sublicensable right to use,
reproduce, distribute, publicly perform, publicly display and create derivative works of
the Coursework, in any format or media. Contractor further waives all moral rights in the
Coursework, to the extent permitted under applicable law. Contractor agrees to cooperate
with Company to accomplish and document the transfer of all rights in the Coursework to
Company, as the Company may require.

7. Termination:

This Agreement shall commence on the Effective Date and remain in effect unless
otherwise expressly canceled by either Party as per the terms of this Agreement (“Term”).
This Agreement may be terminated at any time during the Term:

a. by Contractor upon providing 21 (twenty-one) days’ prior written notice;

b. by Company immediately and without prior notice if Contractor refuses or is unable
to perform the Services, including failing to meet minimum standards of class
performance, curriculum expertise, and class conduct;
c. by Company immediately and without prior notice if Contractor is in breach of any
obligation under this Agreement (including obligations under Sections 1, 3,4, 5, or 6),
its attachments (including Schedules A and B), or any other standards relating to the
Services communicated to Contractor by Company (including policies relating to anti-
harassment and anti-discrimination); and

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d. by Company by providing 7 (seven) days’ prior written notice to Contractor without

assigning any reason.

Upon termination by either Party, or upon Company’s earlier request, Contractor shall
provide to Company within three calendar days all of Company’s property, Confidential
Information, third party confidential information, any work product associate with the
Services, and any materials that Company provided to Contractor in connection with this
Agreement, including any copies. Sections 3 through 13 shall survive termination of this
Agreement. The login ID provided to Contractor to log into the Company website shall be
deactivated on the date of termination. Company shall complete full and final settlement of
all amounts payable within 60 (sixty) calendar days of the date of termination.

8. Indemnity:

Contractor hereby agrees to indemnify, defend, and hold harmless Company, its affiliates,
subsidiaries, parents, and related companies, and its and their present former, and future
successors and assigns, and all of its and their present, former, and future directors, officers,
employees, trustees, associates, and agents (together, the “Indemnitees”), from and
against all taxes, losses, damages, liabilities, penalties, costs, and expenses, including
attorneys’ fees and other legal expenses, sustained or incurred by Indemnitees arising
directly or indirectly from or in connection with: Contractor’s breach of any portion of this
Agreement, including breach of Contractor’s obligations, duties, warranties,
representations, or undertakings; any negligent, reckless, or intentionally wrongful act of
Contractor; any failure of Contractor to perform the Services in accordance with all
applicable laws, rules, and regulations; or any infringement or violation of any third
party rights, including resulting in whole or in part from Company’s use of the work product
of Contractor under this Agreement; any negligent, reckless, or intentionally wrongful act
of Contractor; any failure of Contractor to perform the Services in accordance with all
applicable laws, rules, and regulations; or any violation or claimed violation of a third
party’s rights resulting in whole or in part from Company’s use of the work product of
Contractor under this Agreement.

9. Entire Agreement:

This Agreement and all exhibits (including the Schedules) contain the entire agreement
between Contractor and Company with respect to the subject matter hereof and supersede
any and all previous communications, representations, understandings, or agreements,
either oral or written, including any agreement executed with any member of Company
Group, with respect to said subject matter. This Agreement may be executed in any number
of counterparts and by the Parties to it on separate counterparts, each of which shall be an
original but all of which together shall constitute one and the same instrument.
Notwithstanding the foregoing, all Contractor’s obligations relating to protection of any
affiliate’s Confidential Information or intellectual property interests will survive.

10. Assignment; Successors and Assigns:

Neither this Agreement nor any rights under this Agreement may be assigned or otherwise
transferred by Contractor, in whole or in part, whether voluntarily or by operation of law,
without the prior written consent of Company. Company may assign its rights and
obligations under this Agreement upon written notice to Contractor. Subject to the
foregoing, this Agreement will be binding upon and will inure to the benefit of the parties

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and their respective successors and permitted assigns. Any assignment in violation of the
foregoing will be null and void. All Company Group members are intended as third-party
beneficiaries of this Agreement.

11. Dispute Resolution & Governing Law:

A. For purposes of this Agreement, the following terms applicable to governing law and
disputes will apply. By signing below, Contractor irrevocably and unconditionally waives,
to the fullest extent permitted by applicable law, any objection which it may now or
hereafter have to the laying of venue of any suit, acton or proceeding arising out of or
relating to this Agreement in the venues listed below, and further waives, to the fullest
extent permitted by applicable law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

B. In the case of any dispute arising out of or related to this Agreement, including the
performance of the Services (“Dispute”), either party shall give to the other written notice
of such Dispute (“Written Notice”), and the parties shall discuss the Dispute in good faith
and endeavor to amicably resolve it.

C. For a Contractor located in the United States of America, this Agreement will be governed
by the laws of the State of Delaware, United States of America. If a Dispute cannot be
resolved amicably within 30 (thirty) calendar days from the date of the Written Notice,
such Dispute shall be referred to and finally settled by binding arbitration administered by
the International Centre for Dispute resolution in accordance with the International
Arbitration Rules (“ICDR Rules”) by a single arbitrator appointed in accordance with the
ICDR Rules. The place of arbitration shall be Dover, Delaware, United States of America.
The language of the arbitration shall be English. Any arbitral award determination shall be
final and binding upon the Parties. Judgment on the arbitrator's award may be entered in
any court of competent jurisdiction.

D. For a Contractor located in all other countries, this Agreement will be governed by the laws
of India, and the venue for any dispute resolution will be the courts located in Mumbai,
Maharashtra. If a Dispute cannot be resolved amicably within 30 (thirty) calendar days
from the date of the Written Notice, such Dispute shall be referred to and settled by
arbitration under and in accordance with the provisions of the Arbitration and Conciliation
Act, 1996. The sole arbitrator would be appointed by the Company. The place of arbitration
shall be Mumbai, India. Notwithstanding the resolution of disputes arising out of or relating
to this Agreement through arbitration, the Parties further agree to the exclusive jurisdiction
of the Courts in Mumbai, Maharashtra for all matters relating to this Agreement including
the enforcement of an arbitral award. Any arbitral award determination shall be final and
binding upon the Parties. Judgment on the arbitrator's award may be entered in any court
of competent jurisdiction.

E. No class or collective actions can be asserted in arbitration or otherwise, and the Parties
each waive any right to participate in any class, representative, or collective proceeding.

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This arbitration agreement does not allow for class arbitrations even if the procedures or
rules applicable to the arbitration permit such proceedings. The Parties are only entitled to
pursue arbitration solely in an individual capacity, and not a plaintiff or class member in
any purported class or collective proceeding. The arbitration award shall be final and
binding. Judgment upon the award may be entered and enforced by any court of competent
jurisdiction, including any court having jurisdiction over the relevant party or its assets.

F. This Agreement, including this Section 11, will be applied in a manner consistent with
applicable law.

12. Severability. If any provision in this Agreement constitutes a violation of any applicable law or is
deemed unenforceable or void, then such provision, to the extent only that it is in violation of law,
or is deemed unenforceable or void, will be deemed modified to the extent necessary so that it is no
longer unenforceable, void, or in violation of law and such provision will be otherwise enforced to
the fullest extent permitted by law. If such modification is not possible, said provision, to the extent
that it is in violation of law, unenforceable, or void, will be severed from the remaining provisions
of this Agreement, which will remain in full force and effect to the maximum extent consistent with
applicable law.

13. Notices:

Company may give Contractor all notices (including legal process) that Company is required to give
by any lawful method, including by posting notice on the Platform or by sending it to any email or
at mailing address provided at the recitals of this agreement, that Contractor provides to Company.
Contractor agrees to provide current and accurate contact information to Company and to check for
notices posted on the Platform. Contractor agrees to send Company any notice by mailing it to the
applicable address listed below the signature block with a copy to: [email protected].

14. Acceptance of the Terms:

The terms mentioned aforesaid relating to this Agreement govern Contractor’s engagement
to provide Services as an Instructor for Company. By accepting this Agreement, Contractor
agrees to abide by the terms of this Agreement. If Contractor does not agree to the terms
of engagement as specified in this Agreement, Contractor should not sign this Agreement
with Company.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the
Effective Date.

For Whitehat Education Technology LLC For Contractor

___________________________________ Signature: _____________________________

Authorized Signatory: Aaron Kornblum
Title: General Counsel
11 April 2022
Date: __________________________________
Address for Notices:
Whitehat Education Technology LLC
d/b/a BYJU’S FutureSchool
1160 Battery St East, Suite 100
San Francisco, CA 94111
United States of America

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Schedule A – Compensation

For Contractors based in India, payment for the Services consists solely of the following:

Total payout accrued compensation to Contractor would be calculated on a monthly basis as

per the following:

Type of payment Base Pay (during 9 AM to 9 Incentivized Pay (during

PM)# 9.30 PM to 8.30 AM)#

Per Class Fees Rs. 325/- (Rupees Three Rs. 425/- (Rupees Four
Hundred and Twenty-Five) Hundred and Twenty-Five)
per per
Regular** class Regular** class

Rs. 50/- (Rupees Fifty only) Rs. 100/- (Rupees Hundred

per Trial* class only) per Trial* class

Minimum Guarantee*** During the first three month after the Joining date i.e. the date
on which the Instructor has begun providing its Services to the
Students, Company will provide Contractor a minimum
guaranteed payment, which will be offset by any actual earned
amount for trial classes, paid classes, and other incentives (if
any) provided by Company. The minimum payment for
Coding and Math is as follows: -
• 1st Month – Rs. 10,000/-
• 2nd Month – Rs. 20,000/-
• 3rd Month – Rs. 25,000/-

(Higher of Minimum Guarantee OR Actual Amount earned

will be paid to Contractor).

*Trial Class - First class for a student before the student signs up for Company subscription
classes.
**Regular Class - Classes that take place after the student signs up for paid Company
subscription classes.
*** Minimum Guarantee amount payment, is subject to providing minimum 120 hours
slots/classes per month as per business hours defined. Minimum Guarantee pay out can be
changed or removed at any point of time at the sole discretion of Company and is not a
permanent incentive/program.

Note- One class (trial/regular) will be of a duration of one hour.

# All times are based on Indian local time.

## The payout can change at Company’s discretion. Any such changes announced will prevail
but will not change pay for Services provided before the change announcement. It is hereby
clarified in the event there is a discrepancy in the payout to an Instructor, the terms of the

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payout mentioned in the Instructors dashboard shall prevail over this annexure.

Internet Reimbursement:

In addition to the above compensation, Contractor will be reimbursed with the lower of INR
1500/- or the actual invoice amount for Internet connection, upon submission and verification
of the required documents, as per existing procedure of Company.

Penalty/Deduction for not meeting the standards, ethics prescribed by Company and
requirements mentioned in this Agreement, shall be calculated as below:

Penalties/Deductions*

● Contractor can cancel an un-booked Class at any time, and a booked Class with
prior notice of 21 (twenty one) days without any penalty.
● Any scheduled class that is canceled by Contractor without 21 (twenty one) days
prior notice is considered a “Cancellation”.
● Contractor is allowed only 6 (six) “Cancellations” in a month, post which penalty
is applicable as follows:

Penalty Per Trial

Class Penalty Per Regular
Sr. No Class Hours Cancellation Class Cancellation.
1 9 AM - 9 PM Rs 100/- Rs 550/-
9.30 PM - 8.30
2 AM Rs 200/- Rs 800/-

● If Contractor does not cancel a scheduled class and then doesn’t attend the class at
all, it is highly unacceptable and shall attract penalty(ies). At 3rd such instance and
onwards, this Agreement may be terminated unilaterally by Company with
immediate effect.

● The penalty shall be subject to deduction from payments that accrue to Contractor
for classes already taken.

* Penalties/Deductions, as applicable, can be changed or modified at any point at the sole

discretion of Company.

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Schedule B

Work Standards and Code of Ethics

Code of Conduct while teaching

Teaching is the core responsibility of Contractors assigned to provide Services as an Instructor

at Company. It is the Instructors’ responsibility to maintain the integrity of the service
Company offers. To do so, there are certain dos and don’ts the Instructor must follow.

What is the Code of Conduct? In addition to the general requirements in the Contract,
Instructors also must follow certain basic requirements in providing the Services:

● The Instructor shall be punctual for the class the Instructor has committed to teach as
per the guidelines for trial and paid classes and maintain consistent punctuality as per
the highest standards of the Platform.

● The Instructor shall fully prepare for each Class in advance and take all preparatory
steps necessary for conducting the class as per the course (s) selected by the Student
(s).

● The Instructor has discretion on day-to-day performance of the Services, provided

that the Instructor shall follow Company’s curriculum design and implementation and
provide the Services to the standards, parameters, and qualities of Services as
specified by Company from time to time. The Instructor also will provide the Services
in a cooperative manner when engaging with the staff, students, and administration
of Company.

● The Instructor shall perform the Services using high levels of competency in subject
matter, teaching methods, classroom management, and student supervision.

● The Instructor shall minimize outside distractions. This includes (1) putting their
phone on silent mode, (2) not engaging in phone calls, texting, or other outside activity
during the Class, and (3) not eating during the Class.

● The Instructor shall focus on the Class during Class time. This means not engaging in
the following during the Class: (1) sleeping, (2) leaving any student unattended, or
(3) outside activities (e.g., work for other clients, business development, household
chores, etc.).

● The Instructor shall exercise professional standards during the Class. This includes
(1) dressing appropriately and professionally, (2) sitting on a chair (and not on a bed,
sofa, recliner, pouffe, or similar surface while conducting Class), and (3) acting
professionally and using appropriate language and effective communication styles
conducive to teaching.

● The Instructor shall refrain from using the official Company email address for
personal purposes. (Instructor is provided an official email address only for the limited
purpose of communicating with students about a Class)

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● The Instructor shall not engage in malicious activities such as marking a project
complete when such is not the case, making derogatory remarks, indulging in corrupt
behaviour, letting another person conduct the class on Instructor’s behalf without
advance authorization of Company), and engaging activities of a similar nature.

● The Instructor shall treat every student with respect and civility and avoid
discrimination or harassment. or harassment. This includes not treating anyone
differently based on any protected classification (including national origin, ancestry,
citizenship, race, color, religion, creed, sex, sexual orientation, gender (including
gender identity and gender expression), age, marital status, medical condition,
disability, genetic information, military and veteran status, or any other class or
activity protected by law).

● The Instructor shall take steps to ensure no unnecessary visual or other disruption
during Class. This includes (1) keeping the virtual classroom noise and distraction-
free with optimal lighting and a non-cluttered background, (2) keeping the
Instructor’s camera wiped and well-adjusted such that the Instructor’s image is in the
centre of the screen, and (3) keeping the camera on throughout the Class unless
otherwise advised by the Company technology team).

● The Instructor shall take steps to ensure no technological disruption during Class. This
includes (1) using a quality microphone consisting of a headset and a mic, (2) keeping
their laptop fully charged to sustain any power failure, and (3) maintaining an optimal
internet speed and testing it in advance of the Class such as at fast.com or
speedtest.net).

● The Instructor shall be available and follow the scheduled Class time that the
Instructor has requested and agreed to teach. This includes (1) keeping the login
credentials handy and starting the system 15 minutes before the Class, (2) giving
advance notice at least 3 (three) weeks in advance and not canceling the Class with
less notice, and (3) not ending Class early or late.

● The Instructor shall not record the Class or capture any Class image without the
Parent’s prior written consent.

● The Instructor shall ensure conformity with all applicable policies of Company
including the Policy on Prevention of Sexual Harassment at Workplace [and Name of
Anti-Discrimination Policy].

Code of Conduct while engaging with students

Interacting with students is an integral part of Instructor’s engagement with Company to

provide the Services, including taking trial classes, teaching paid classes, giving feedback, and
addressing queries. As students are at the centre of Company’s work, the Instructors have an
important responsibility to build an effective relationship with the students and maintain it
throughout the performance of the Services. There are certain dos and don’ts that the
Instructors must follow:

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Dos Don’ts

Taking pictures and videos of student/Class Taking pictures of student/Class without their
with the parent’s written consent. Parent’s written consent.

Sharing pictures and videos of your happy Taking a picture of your student or their
moments teaching your students are always Parents without the Parent’s written consent is
welcome. not acceptable. Incidents where these pictures
are being shared in different teacher
community platforms or making fun of their
looks, names, or environment, is disrespectful
and won’t be tolerated.

Being patient and empathetic with students Getting angry with students when they don’t
irrespective of their learning capacity. understand easily.

We want each and every one of our Instructors When students take time to understand
to operate with patience and empathy. We concepts, or when they don’t listen to your
want Instructors to understand that each instructions, it’s natural to feel frustrated and
student is different. The time they take to angry. But it is not acceptable for an Instructor
understand and apply each content as a result to take that anger out on students or make them
will be different. Hence, Instructors need to be feel unsafe in the class.
patient and give support accordingly.

Discuss with the students student actions or Labelling students and communicating
issues that are acting as obstacles in achieving disrespectfully about students on different
the desired outcome and seeking solutions. platforms.

Discussing your students' inabilities in a

negative sense.

While using online platform - Workplace

DOs Don’ts

Share knowledge Do not post illegal, inappropriate,

discriminatory, harassing, malicious,
Company community values learning. What can we defamatory, disparaging, hateful,
learn from you? Contribute to the Instructors’ threatening, or similar content.
community by starting conversations about your

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experiences and expertise.

Be respectful Do not spam members through posts or

personal messages or make statements
Be thoughtful of others in your online engagement that could damage the reputation of other
and add to the supportive and celebratory feeling of members.
Company

Maintain nurturing work environment Don't disrupt the professional

environment. If anyone states that your
Answer questions, share what’s working for you, words, tone, or sentence choices make
address concerns etc. them uncomfortable, apologize and
retreat from the action.

For any complaints and grievances, please limit Don’t share personal information such as
yourself to sharing of factual details. photos or contact information of any
Instructor with others without their
consent.

Don’t share with anyone your credentials

that might give outsiders access to
Company’s platform.

While engaging with Company team

Dos Don’ts

Reach out to the right channel for support Spam personal chat

Concierge and Instructor chat is the first key channel of Don't spam the staff members on
support for Instructor. If this doesn’t work after giving a their personal number or in their
considerable amount of time, use the ombudsman option email, workplace inbox. This
from your dashboard. behaviour is highly discouraged.

Respectful communication Disrespectful communication

As teachers and staff members working on two different It is understandable if you feel
sides of the same task, it is understandable how you expect frustrated and angry when your
immediate support from them. But please do understand concerns are not resolved
that considering the number of teachers in the platform, immediately. But in such
you will have to wait for the time given to resolve your situations, using words, tone or
concerns. sentences which are disrespectful
are not tolerated.

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Schedule C

Equipment Wacom tablet

Whom Contractors assigned to provide Services in Mathematics may

be provided a Wacom tablet for use.

Purpose i) Participation in the demo certification round as part of the

teacher selection process for Company’s mathematics course;
and
ii) Upon selection, for further use of the tablet as an Instructor
for the mathematics live classes of Company.

Undertaking i) Contractor shall promptly inform Company within 24 hours

of any issues in the Wacom tablet and its operability a) at the
time of its delivery and b) during its usage so that Company
can diagnose or arrange logistics for its replacement/repair.
ii) In the event of Contractor’s non-selection in the demo-
certification round or b) upon discontinuation of Contractor’s
services as an Instructor for the Mathematics live classes
either voluntarily or by Company.
Company will collect the Wacom tablet from the Contractor’s
given address., Incase of unavailability of the Contractor or
pickup not possible from Contractor’s address, Contractor
undertakes that it shall promptly ship the Wacom tablet
provided by Company at Company provided address.

Consequence i) Failure to report issues in the Wacom tablet within the

specified time would hamper/obstruct Contractor’s
participation in the demo certification round and, upon
selection, as an Instructor for the mathematics live classes.
Such failure may lead to discontinuation of Contractor’s
engagement as an Instructor with Company.
ii) In the event Wacom tablet is damaged due to improper
handling in contravention of the usage guidelines and/or not
returned upon Contractor’s non-selection or discontinuation
as an Instructor for mathematics course, Contractor shall
reimburse Company the depreciated value of the Wacom
tablet on the date of separation in terms of Company’s policy
and the same shall be adjusted from the receivables that are
due and payable to Contractor by Company at the time of
separation.

WHITEHAT EDUCATION TECHNOLOGY LLC

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Certificate Of Completion
Envelope Id: 08E6DF34A6154FF39E782B8F7526F4E8 Status: Completed
Subject: INDIA_INSTRUCTOR CONTRACTOR ENGAGEMENT AGREEMENT
Source Envelope:
Document Pages: 19 Signatures: 1 Envelope Originator:
Certificate Pages: 4 Initials: 0 Contract
AutoNav: Enabled [email protected]
EnvelopeId Stamping: Enabled IP Address: 103.248.203.112
Time Zone: (UTC+05:30) Chennai, Kolkata, Mumbai, New Delhi

Record Tracking
Status: Original Holder: Contract Location: DocuSign
4/11/2022 3:10:42 PM [email protected]

Signer Events Signature Timestamp

RENUKA GUPTA Sent: 4/11/2022 3:10:45 PM
[email protected] Viewed: 4/11/2022 8:18:29 PM
Security Level: Email, Account Authentication Signed: 4/11/2022 8:22:51 PM
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Signature Adoption: Drawn on Device
Signed by link sent to
[email protected]
Using IP Address: 122.162.149.229

Electronic Record and Signature Disclosure:

Accepted: 4/11/2022 8:18:29 PM
ID: 6dabed1a-d45c-4967-9acb-229cadf3c819

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

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Envelope Summary Events Status Timestamps

Envelope Sent Hashed/Encrypted 4/11/2022 3:10:46 PM
Certified Delivered Security Checked 4/11/2022 8:18:29 PM
Signing Complete Security Checked 4/11/2022 8:22:51 PM
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Payment Events Status Timestamps

Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/8/2021 10:04:20 PM
Parties agreed to: RENUKA GUPTA

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, Ingram Micro India OBO Whitehat Education Technology Private Limited
(we, us or Company) may be required by law to provide to you certain written notices or
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If you decide to receive notices and disclosures from us electronically, you may at any time
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If you elect to receive required notices and disclosures only in paper format, it will slow the
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All notices and disclosures will be sent to you electronically

Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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How to contact Ingram Micro India OBO Whitehat Education Technology Private
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You may contact us to let us know of your changes as to how we may contact you electronically,
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To request paper copies from Ingram Micro India OBO Whitehat Education Technology
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To request delivery from us of paper copies of the notices and disclosures previously provided
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To withdraw your consent with Ingram Micro India OBO Whitehat Education Technology
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