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ADVISORY BOARD AGREEMENT

This Agreement is made by Hotel Vikas (“Company”), a Mumbai-based corporation and Jack Sansolo (“Advisor”), and is effective as of May 1, 2002 (“Effective Date”). Company and Advisor agree as follows:

Section 1. Engagement of Services

Company has requested Advisor and Advisor has agreed to act as a member of the Company’s Advisory Board. As such, Advisor shall use reasonable efforts to attend meetings & participate in board meetings as requested from time-to-time by the Company’s CEO and to render advice on issues discussed at such meetings. In addition, Advisor will consult on General Company strategy, new business development, potential acquisitions and advise the Company’s CEO and Board of Directors on ad hoc matters (the “Services”).

Section 2. Compensation

This is an honorary position. Advisor will not receive any financial benefits or re-imbursement of expenses made on Hotel Vikas related work.

The advisor will get intangible benefits such as opportunity to contribute to Hotel Vikas readers, building a brand name in Hotel industry, opportunity for networking etc.

The advisor fully understands that this position is completely honorary and advisor will not receive any financial payment in any form.

The Advisor is accepting the assignment purely with a commitment to serve members in Hotel Industry.

Section 3. Confidentiality

3.1 Confidential Information. As used in this Agreement, “Confidential Information” means all nonpublic information disclosed by or relating to the Company that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation, (i) all nonpublic information relating to Company’s technology, subscribers, advertisers, business plans, promotional and marketing activities, finances and other business affairs, and (ii) all third-party information that the Company is obligated to keep confidential. Confidential Information may be contained in tangible materials, such as drawings, data, specifications, reports and computer programs, or may be in the nature of unwritten knowledge.

3.2 Use of Confidential Information. Advisor may use Confidential Information only in pursuance of his relationship with the Company. Except as expressly provided in this Agreement, Advisor will not disclose Confidential Information to anyone without Company’s prior written consent. Advisor will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect his own confidential information of a similar nature. Advisor will segregate Confidential Information from the confidential materials of third parties to prevent commingling.

Section 4. Financial Dealings

During its tenure as Hotel Vikas advisor, the advisor may get introduced to many potential customers, Hotel industry leaders and CEOs of Hotel chains.

The advisor will NOT hold Hotel Vikas responsible for any loss or any other of the financial dealings or dispute with the people introduced through Hotel Vikas.

To give fair and unbiased view to our readers, the advisor will keep the Hotel Vikas editor informed of financial dealings or financial interest in any of the person introduced through Hotel Vikas.

Section 5. Independent Contractor

Advisor shall be an independent contractor in the performance of the Services. This Agreement shall not be interpreted as creating an association, joint venture, or partnership relationship between the parties or as imposing any employment, or partnership obligation, or liability on any party. Advisor shall not be entitled to, and shall not attempt to, create or assume any obligation, express or implied, on behalf of Company.

Section 6. General Provisions

6.1. Term. This Agreement is effective as of the Effective Date and will continue for a term of one year, to renew annually. The agreement can be renewed by Hotel Vikas at its sole discretion after reviewing the value contributed by Hotel Vikas advisor.

6.2 Governing Law. The jurisdiction of Honorable High-Court of Mumbai shall govern this Agreement.

6.3 Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement. It may be changed only by written amendment signed by the parties.

Hotel Vikas: _________________________________

Advisor: ________________________________

 

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