AJ Career Counseling C- wing, Ratna Umed Residency,

Pipeline Road,
Namdeo wadi, Louis Wadi,
Above TJSB Bank, 2nd floor .
Thane west, Thane,
Maharashtra - 400604.

Offer Letter
Date:- 13th January 2025

To,
Praveen Rajput,
10/377, Khalasi line, Kanpur,
Uttar Pradesh, Pincode - 208001.

Offer letter – Admission & Outreach Manager

We are pleased to inform you that you have been appointed as Admission & Outreach Manager
effective January, 13th 2025, or such earlier date as may be mutually agreed upon. Your appointment
will be on a full-time basis.
The initial six (6) months of your employment with us will constitute a probationary period. During
this time, your performance will be evaluated to ensure alignment with the company's objectives. This
role is part of our Sales B2B team, and we look forward to collaborating to continuously develop and
grow the business.
Please report for duty at UCAM Mumbai Campus on the designated start date at 10:00. This
appointment is subject to the terms and conditions outlined in our company policies, a copy of which
will be provided for your reference.

As a leading international institution now established in India, we combine centuries of academic

excellence with a global perspective. Our campus offers students access to world-class education
through a diverse range of programs taught by distinguished faculty. By leveraging cutting-edge
research facilities and fostering holistic growth, we equip our students to thrive in an ever-changing
global environment. We are actively building a dedicated team to lead our expansion efforts in India,
aiming to amplify our influence and presence within this vibrant educational landscape.

You shall be paid a net monthly salary of 62,000/- payable at every month and shall be deposited in
your bank account the details of which shall be provided by you.

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Upon commencement of employment, you will be required to complete all necessary joining
formalities. This includes submitting relevant documents as stipulated by the company's policies.
Additionally, you will be expected to execute a Non-Disclosure Agreement (NDA), thereby
undertaking to protect and maintain confidentiality regarding any sensitive information pertaining to
the company.
By accepting these terms, you acknowledge that your employment with us is subject to our company
policies and procedures. This agreement constitutes part of your employment contract with us.

We are excited to have you join us on 13th January 2025 at Thane, Maharashtra and look forward to a
mutually rewarding relationship. We believe this role will offer you the challenge and opportunity that
you are seeking at the current stage in your career.

Disclaimer:This offer letter is issued solely for the purpose of formally offering you employment
with the company. It does not, in any way, guarantee or imply any entitlement to employee
benefits or other privileges unless explicitly stated in the company’s official policies or
subsequent written agreements.

Kindly provide a duly signed copy of this document towards acceptance of the employment offer once
you understood and agreed.

Sincerely,

Name:

Signature :

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 Employment Agreement

This employment agreement (hereinafter referred to as the “Agreement”) is executed on 13th

January 2025.

BETWEEN

AJ Career Counselling, a sole proprietorship having GST Registration Number

27AMOPA4895R1Z2 and its registered office at 7/602, N.G Paradise, Hatkesh Road, Mira Road
(East), Thane, Maharashtra, 401107, India (hereinafter referred to as "Company", which expression
shall include its subsidiary companies, successors, and assigns); of the FIRST PART;

AND

Praveen Singh Rajput son of Mr. Surendra Singh Rajput residing at 10/377, Khalasi Line, Kanpur,
Uttar Pradesh, Pincode - 208001 hereinafter referred as the “Employee”, which expression shall
unless it be repugnant or contrary to the context thereof, mean and include his/her heirs, legal
representatives, successors and permitted assigns of the SECOND PART.

The Company and the Employee shall hereinafter be individually referred to as “Party” and
collectively referred to as “Parties”.

WHEREAS:

A.​ The Company is engaged in the business of providing higher education and conducting
academic research (“Business”).

B.​ The Company recognizes that the Employee has the requisite skill set to be employed as an
Admission & Outreach Manager.

C.​ On the basis of the Employee’s representations to the Company as set forth herein, the
Company wishes to secure the Employee’s services and the Employee wishes to provide
such services to the Company.

D.​ The Parties intend to record the terms of the engagement of the Company and the Employee
under this Agreement.

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 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the sufficiency of which is
acknowledged by the Parties, the Parties hereby agree as follows:

1.​ DEFINITIONS

Unless repugnant to the context, in this Agreement the expressions mentioned below shall
have the meaning as follows:

“Act” means the Companies Act, 2013, as amended from time to time, or with reference to
such sections as are notified and made applicable on the relevant date, the Companies Act,
2013 or any other statutory amendment, re- enactment thereof;

“Affiliate” shall mean with respect to any Person, any company, corporation, association
or other entity, which, directly or indirectly, Controls, is controlled by or is under common
Control with, such Person;

“Agreement” includes the recitals and annexures to this management agreement and any
amendments made to this management agreement by the Parties in writing;

“Applicable Law” means any statute, law, regulation, ordinance, rule, judgment,
notification, order, decree, bye- law, permits, licenses, approvals, consents, authorizations,
government approvals, directives, guidelines, requirements or other governmental
restrictions, or any similar form of decision of, or determination by, or any interpretation,
policy or administration, having the force of law of any of the foregoing, by any authority
having jurisdiction over the matter in question, whether in effect as of the Effective Date or
thereafter;

“Articles of Association” or “Articles” means the articles of association of the Company

as amended from time to time;

“Board” means the board of directors of the Company;

“Business” shall mean the business of the Company and includes providing a platform for
higher education and academic research;

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“Cause” means any of the following: (a) there has been a gross negligence and willful
misconduct on the part of the Employee in the course of his/her employment with the
Company; (b) the Employee has engaged in fraud, embezzlement, theft, commission of a
felony, or dishonesty etc. in the course of his employment with the Company; (c) the
Employee has engaged in such behaviour materially detrimental to the interests of the
Company; (d) a material breach by the Employee of any of the terms and conditions of this
Agreement; (e) any unauthorised or negligent disclosure of confidential information by the
Employee, provided however any disclosure of confidential information that are required to
be made in ordinary course of business shall not be deemed to be an un-authorized or
negligent disclosure herein; or (f) the Employee is charged with any felony or crime
involving moral turpitude, fraud or misrepresentation;

“Competitor” means (i) any Person who is, directly or indirectly, engaged in any
commercial activity which is the same as and/or substantially similar to the Business or
which competes with the Business (“Relevant Person”); and/ or (ii) any Person in Control
of, Controlled by or under common Control with, the Relevant Person;

“Confidential Information” shall have the meaning ascribed to it in the Confidentiality

and Intellectual Property Assignment Agreement;

“Confidentiality and Intellectual Property Assignment Agreement” means the

agreement entered into between the Company and the Employee which sets out the
obligations owed by the Employee with respect to Confidential Information and
Intellectual Property;

“Control”, as used with respect to any Person means the direct or indirect beneficial
ownership of or the right to vote in respect of, directly or indirectly, more than 50% of the
voting shares or securities of a Person and/or the power to control the majority of the
composition of the Board of directors of a Person and/or the power to create or direct the
management or policies of a Person by contract or otherwise or any or all of the above;

“Effective Date” shall mean 13th January 2025 being the date of appointment of the
Employee of the Company.

“Intellectual Property” shall have the meaning ascribed to it in the Confidentiality and
Intellectual Property Assignment Agreement;

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 “Person” means any natural person, limited or unlimited liability company, corporation,
partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust,
union, association, government or any agency or political subdivision thereof or any other
entity that may be treated as a person under Applicable Law;

“Proprietary Information” means and includes, but is not limited to, information about
software programs, source or object code, algorithms, trade secrets, designs, know-how,
domain names, processes, data, ideas, techniques, works of authorship, business and
product development plans, customer lists, terms of compensation and performance levels
of Company employees, Company customers and other information concerning the
Company’s actual or anticipated business, research or development, prices and pricing
structures, marketing and sales information, product lines and any information and
materials relating thereto, or which is received in confidence by or for the Company from
any other person, whether or not it is in written or permanent form;

“Relative” shall have the same meaning as defined under the Act;

2.​ EMPLOYMENT

2.1​ The Company has employed the Employee to render services as described herein from the
Effective Date and the Parties hereby set forth the terms of the Employee’s employment.

2.2 The Employee represents and warrants to the Company that, as on the Effective Date: (a) he is
free to enter into employment with the Company without violation of any third party rights
and that the employment with the Company shall not result in a violation of any agreement
or restrictive condition that he may have with any third party including former employers;
(b) he is not a party to any arrangement or agreement which will compromise his ability to
carry out the duties for the Company; and (c) all information provided by the Employee in
this Agreement is truthful and accurate; (d) he is competent to enter into this Agreement and
capable of performing the obligations hereunder.

2.3​ Probation Period: The Employee shall undergo a probation period of six (06) months from
the Effective Date 13th January 2025.

2.4​ Leaves:

​ (a) During the probation period, the Employee shall only be entitled to Sick Leave (SL) as
per the HRMS system reference.

​ (b) Upon confirmation of employment after successful completion of the probation period,

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 the Employee shall be entitled to 8 Casual Leaves (CLs) per year.

2.5 ​ Work Timings:

1.​ The standard working hours for all employees shall be eight (8) hours per day, commencing at
10:00 AM and concluding at 6:00 PM IST. These working hours include any lunch break
periods as stipulated by the company's policies or as agreed upon between the employer and
employee.
2.​ This ensures that any time taken for lunch is considered part of the overall eight-hour
workday.
3.​ Compliance with Policy: All employees are expected to adhere to these working hours unless
otherwise specified by management.

2.6 Ethics Policy:

AJCC maintains a zero tolerance towards unethical behaviour and expects employees
irrespective of their levels , role or designation, to ensure that their behaviors and activities
are consistent with their global ethics.

2.7 Salary Cycle :

Salary is paid on the 5th Business Day of the month. If an employee joins before the 30th of
the month then the working days salary is paid on the 5th business day of the coming month.
If the employee joins after the 1st of the month , salary will be paid a month after the next pay
cycle. The salary cycle of AJCC is 1st to the last day of the month.

2.5 Notice period :

The Notice period for an employee is 30 days, during which no leave is permitted. if the
employee takes any leave during the notice period , the notice period will be extended by the
number of leave - days taken. The full & final settlement (F&F) will be processed and paid
within 45 days from the employees last working day.

2.6​ Notwithstanding the probation period mentioned in Clause 2.3, the first thirty (30) days of
employment shall be designated as an observation period (hereinafter referred to as
“Observation Period”). During this period:

​ (a) The Company will closely monitor and evaluate the Employee's performance,
productivity, and overall suitability for the role.

​ (b) If the Company determines, in its sole discretion, that the Employee's performance or
productivity is unsatisfactory, or that the Employee is not suitable for the position, the
Company may terminate this Agreement with immediate effect without any notice period or
pay in lieu thereof.

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 ​ (c) The Observation Period is part of, and not in addition to, the probation period specified in
Clause 2.3.
3.​ PLACE OF WORK

​ The principal place of work from where the Employee shall render his/her services for the
Company shall be the Company's offices located at 2nd-6th floor, Ratna Umed Villas, C
Type, F.P no 117, Louiswadi, Thane West, 400604, India.

4.​ DUTIES AND OBLIGATIONS

From the Effective Date, the following shall be the duties and obligations of the Employee:

4.1.​ The Employee agrees to devote his full time and attention to provide services and perform
such other duties as required by the Company.

4.2.​ The Employee, shall at all times, be subject to and bound by the policies, rules and
regulations of the Company as may be in force from time to time or as may be brought to
his notice by the Company.

4.3.​ The Employee shall not commit any act or misconduct, or commit any acts subversive to
the discipline of the Company, or otherwise misbehave in a manner that would be
construed as being in violation of the rules of the Company for the time being in force.

4.4.​ The Employee agrees that during the term of his employment, he shall work exclusively for
the Company and will not perform or undertake to perform any work for any other Person
without the specific prior written permission of the Company for each such instance of
work.

4.5.​ The Employee shall have the power to sign contracts, deeds and documents proposed to be
executed by the Company, to represent the Company in dealings with the Government and
other authorities and to sign pleadings and applications required to be filed in any legal
proceedings by or against the Company, subject, however, to such action having first been
approved by the Board or in pursuance of a power of attorney granted in favour of the
Employee by the Company. In the event the Company is held liable for any damage, loss,
claim or action arising directly or indirectly from his action in violation of this Clause 4.5,
the Employee shall indemnify the Company, its shareholders, officers, directors,
employees, and professional representatives to the maximum extent permissible under

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 Applicable law for the time being in force in India.

5.​ REMUNERATION AND BENEFITS

5.1.​ Entitlement:In consideration of the duties and obligations outlined in this agreement, the
Employee shall be entitled to receive remuneration, including both statutory and
non-statutory benefits, as mutually agreed upon by both parties.
5.2.​ Effective Date: The remuneration payable to the Employee shall commence on the Effective
Date specified in this agreement.
5.3.​ Review and Revision: The remuneration shall be subject to periodic review at intervals
determined by the Board. Following such reviews, the Board reserves the right to revise or
maintain the current remuneration structure as deemed appropriate.

5.4.​ For the first six (6) months of employment, the Employee's remuneration shall be
structured as follows:
(a) During the first three (3) months, the Employee shall receive 90% of their monthly
remuneration as set forth in Annexure A.
(b) For the subsequent three (3) months, the Employee shall receive 100% of their monthly
remuneration as set forth in Annexure A, plus the deferred 10% from each of the first three
months, paid in equal installments.

5.5.​ The Company shall reimburse all expenses actually and properly incurred by the Employee
in the course of business of the Company during the term of employment of the Employee
with the Company and in accordance with relevant Company policy (as amended from time
to time by the Company in its sole and absolute discretion), upon presentation of
appropriate documentation of such expenses at such time and in such form and manner as
the Company may prescribe.

5.6.​ The Company shall deduct from all compensation or benefits payable pursuant to this
Agreement such withholding and other taxes as are required by Applicable Law, any debts
owed by the Employee to the Company and any deduction from remuneration to which the
Employee has previously signified his/her consent in writing.

5.7.​ The Employee shall not be entitled to any benefits over and above what he is entitled to
under this Agreement and any statutory benefits accruing to him under Applicable Law.

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 The holidays and the leave entitlement of the Employee shall be governed by the
Company’s policies as amended from time to time by the Company in its sole and absolute
discretion.

6.​ RECEIPT OF PAYMENTS AND BENEFITS FROM THIRD PARTIES

Neither the Employee nor the Employee’s Relatives, nor any company or business entity in
which the Employee or the Employee’s Relatives have an interest, are entitled to receive or
obtain directly or indirectly any payment, discount, rebate, commission or other benefit in
respect of any business transacted (whether or not by the Employee) by or on behalf of the
Company or any Affiliate or associated company; and if Employee, Employee’s Relatives
or any company or business entity in which Employee or Employee’s Relatives have an
interest, directly or indirectly obtain any such payment, discount, rebate, commission or
other benefit; the Employee shall forthwith account to the Company or its Affiliates or the
relevant associated company for the amount received or the value of the benefit so
obtained.

7.​ INTELLECTUAL PROPERTY RIGHTS

The Employee’s obligations with respect to Intellectual Property shall be as set forth in the
Confidentiality and Intellectual Property Assignment Agreement.

8.​ NON-COMPETE AND NON-SOLICIT

8.1.​ The Employee covenants and agrees that during the course of his/her employment starting
from the Effective Date the Employee shall not:

8.1.1.​ carry on or participate (whether as a partner, shareholder, principal, agent, director,

employee or consultant) in any business and/ or activity which is the same as or
substantially similar to the Business, including in the business of any Competitor,
other than through the Company;

8.1.2.​ render any services to a Competitor or enter into employment with any of the
Competitors;

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 8.1.3.​ solicit or influence or attempt to influence any client, customer or other Person to
direct its purchase of the products and/or services of the Company to itself or any
Competitor; and/or

8.1.4.​ solicit or attempt to influence any Person, employed or engaged by the Company
(whether as an employee consultant, advisor or distributor or in any other manner)
to terminate or otherwise cease such employment or engagement with the Company
or become the employee of or directly or indirectly offer services in any form or
manner to himself or any other Person which is a Competitor of the Company.
8.1.5.​ The Employee covenants and agrees that during the course of his/her employment
starting from the Effective Date the Employee shall not, directly or indirectly:

8.1.6.​ attempt in any manner to contact any client/customer or solicit from any
client/customer, except on behalf of the Company, business of the type carried on by
the Company or to persuade any Person, which is a client/customer of the Company
to cease doing business or to reduce the amount of business which any such
client/customer has customarily done or might propose doing with the Company or
damage in any way the business relationship that the Company has with any
customer/client, whether or not the relationship between the Company and such
client/customer was originally established in whole or in part through his efforts; or

8.1.7.​ employ or attempt to employ or assist anyone else to employ any person who is in
the employment of the Company, or was in the employment of the Company at any
time during the preceding 12 (twelve) months.
8.1.8.​ The Employee undertakes to ensure that all business opportunities known to him/her
or made known to him/her at any time, with respect to and/or connected with the
Business are referred to the Company.

9.​ CONFIDENTIALITY

The Employee shall have executed a separate confidentiality and intellectual property
assignment agreement with the Company which sets forth the confidentiality obligations of
the Employee towards the Company.

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 10.​ REMEDIES

10.1.​ Notwithstanding anything contained herein, the Employee acknowledges that a breach of
any of the covenants contained in this Agreement could result in irreparable injury to the
Company for which there might be no adequate remedy at law, and that, in the event of
such a breach or threat thereof, the Company shall be entitled to obtain remedies available
under Applicable Law including but not limited to injunctive relief through any court of
competent jurisdiction. The injunctive remedies are cumulative and are in addition to any
other rights and remedies that the Company may have at law or in equity.

10.2.​ In the event of any dispute or difference arising out of or in connection with this
Agreement, including any question regarding its existence, validity, or termination, the
Parties shall endeavor to settle the dispute amicably through mutual discussions. Initially,
the Parties shall attempt to resolve any dispute or difference through mutual negotiation.
The aggrieved Party shall notify the other Party in writing of the nature of the dispute and
the desired resolution. If the dispute is not resolved through mutual negotiation within sixty
(60) days from the commencement of the said process, the dispute shall be referred to and
finally resolved by arbitration in accordance with the Arbitration and Conciliation Act,
1996, or any statutory modification or re-enactment thereof for the time being in force. The
arbitration shall be conducted as follows:

The arbitrary tribunal shall consist of a sole arbitrator appointed by mutual agreement of
the Parties. The place of arbitration shall be Mumbai, India. The language of the arbitration
shall be English. The arbitration award shall be final and binding on the Parties and shall be
enforceable in any court of competent jurisdiction, with exclusive jurisdiction for
enforcement vested in the courts of Mumbai, Maharashtra.

10.3.​ Interim Relief: Notwithstanding the foregoing, either Party may seek interim or injunctive
relief in any court of competent jurisdiction to prevent irreparable harm pending the
resolution of the dispute through arbitration. The courts of Mumbai, Maharashtra, shall
have exclusive jurisdiction to grant such interim or injunctive relief.

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 11.​ TERMINATION

11.1.​ Notwithstanding the foregoing, if it is determined by management that the Employee

fails to deliver satisfactory results as reasonably expected by their role within a
reasonable timeframe, or if such failure to perform is deemed material and
detrimental to the interests of the Company, then this Agreement and employment
may be terminated with immediate effect. In such an event, no further dues shall be
payable to the Employee.

11.2.​ It is clarified that upon termination of this Agreement, the Employee shall cease to
be an Employee of the Company. The management of the Company reserves the
sole right to extend the termination of this Agreement.

11.3.​ Upon termination of this Agreement, the Employee shall hand over all documents
and materials constituting the property of the Company, including any proprietary
rights, Intellectual Property Rights and Confidential Information, which may be in
the possession of the Employee at the time of termination of this Agreement.

11.4.​ Termination of this Agreement for any reason shall not entitle the Employee to any
compensation for loss of office under the relevant/applicable legislation and he shall
only be entitled to such dues as may be contractually or statutorily payable in terms
of this Agreement.

11.5.​ Subject to the other terms of this Agreement upon cessation of this Agreement for
any reason (either by way of termination by the Company or resignation by the
Employee or retirement of the Employee in accordance with Company policies), the
Employee shall cease to be an employee of the Company.

12.​ NOTICES

12.1.​ Notices, demands or other communication required or permitted to be given or made under
this Agreement shall be in writing and shall be provided by email or registered post to the
addresses mentioned below:

If to the Company: Address : Company address as mentioned in the contract.

Kind Attention : Anand Pandey ( Executive Director )

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 E- Mail : [email protected]

If to the Employee:
Address of the Employee:
Kind Attention :
E- mail :
In the event of any change in the address, the Party whose address is subject to change shall
communicate such change to the other Party in writing.

13.​ NOVATION

13.1​ The Parties acknowledge and agree that the Company is aiding the process of establishing
and incorporating a legal entity in India to be known as San Antonio Higher Education India
Private Limited (herein after referred to as “UCAM Mumbai Campus”). Upon the
incorporation of UCAM Mumbai Campus as a registered company under the applicable laws
of India, this Agreement shall automatically be novated to UCAM Mumbai Campus such
that UCAM Mumbai Campus shall assume all rights, obligations, and liabilities of the
Company under this Agreement from the date of such incorporation (the "Novation Date").

13.2​ From the Novation Date, all references to "Company" in this Agreement shall be deemed to
refer to UCAM Mumbai Campus and the Company shall be released from all obligations
and liabilities under this Agreement, which shall thereafter be enforceable against UCAM
Mumbai Campus as if UCAM Mumbai Campus were the original party to this Agreement.

13.3​ Each Party agrees to execute and deliver such further documents and do such further acts as
may be reasonably required to give effect to the novation of this Agreement.

14.​ MISCELLANEOUS
14.1.​ This Agreement shall be interpreted in accordance with and governed by the laws of India
without regard to any conflict of laws principles. All disputes arising out of or in
connection with this Agreement shall be subject to the sole and exclusive jurisdiction of the
courts of Mumbai.

14.2.​ The rights of each Party under this Agreement shall not be to the exclusion of the rights
granted under Applicable Law but shall be in addition to such rights.

14.3.​ Each of the provisions of this Agreement is severable. If any provision of this Agreement
(or part of a provision) is found by any competent authority to be invalid, unenforceable or
illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal
provision would be valid, enforceable or legal if some part of it were deleted or modified,

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 the provision shall apply with whatever modification is necessary to give effect to the
commercial intention of the Parties.

14.4.​ No amendment or waiver of any of the provisions of this Agreement shall be effective
unless made in writing and signed by both Parties.

14.5.​ This Agreement along with the Confidentiality and Intellectual Property Assignment
Agreement constitutes the entire agreement between the Parties with respect to the subject
matter of this Agreement. This Agreement, supersedes all prior discussions and agreements
(whether oral or written, including all correspondence) if any, between the Parties with
respect to the subject matter of this Agreement.

14.6.​ IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date:

Company
By: AJ Career Counseling
Date:

Employee
Name:
Title:
Date:

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