FOUNDER COLLABORATION AGREEMENT

1. Executive Summary & Intent

This comprehensive agreement (the "Agreement") encapsulates the Founder Collaboration, Mutual Non-Disclosure, Intellectual Property Assignment, and Equity Vesting terms between PrepXa EdTech ("Company") and the Second Party ("Partner"). The Parties are entering into this Agreement to establish a formal framework for building, protecting, and scaling the PrepXa platform together.

2. Founder Collaboration

This section governs the collaborative working relationship between the Founder (Moin Khan) and the Partner during the growth, development, and operation of PrepXa EdTech.

• Roles and Responsibilities: The Partner agrees to contribute their specialized skills, professional expertise, strategic insights, and operational efforts toward the growth and success of PrepXa in accordance with mutually agreed objectives and responsibilities.
• Decision Making: The Parties shall endeavor to make significant business and operational decisions through mutual consultation and good-faith discussions. However, matters relating to company ownership structure, equity allocation, fundraising activities, legal compliance, major financial commitments, and long-term strategic direction shall require the prior approval of the Founder, Mohin, unless otherwise agreed in writing by both Parties.
• Commitment: The Partner agrees to dedicate reasonable professional time, effort, and resources necessary to achieve the mutually agreed milestones, responsibilities, and objectives outlined under this Agreement and Section 7.

3. Confidentiality (Mutual NDA)

During the course of collaboration, both Parties may have access to "Confidential Information", which includes but is not limited to business plans, financial information, source code, proprietary technologies, curriculum designs, student data, marketing strategies, investor information, operational processes, customer information, and other non-public information relating to PrepXa.

• Non-Disclosure Obligations: Each Party shall maintain the strict confidentiality of all Confidential Information and shall not disclose, reproduce, transfer, publish, or make available such information to any third party without the prior written consent of the disclosing Party.
• Permitted Use: Confidential Information shall be used solely for the purpose of fulfilling responsibilities and advancing the business interests of PrepXa EdTech and shall not be used for personal benefit or for the benefit of any third party.
• Freedom of Employment and Business Activities: Nothing in this Agreement shall restrict the Partner from engaging in employment, consulting, freelancing, investments, or other business activities with any individual or organization, provided that such activities do not involve the misuse, unauthorized disclosure, or exploitation of PrepXa's Confidential Information, trade secrets, intellectual property, or proprietary materials.
• Duration: The obligations of confidentiality and protection of proprietary information under this Agreement shall remain in full force and effect for a period of Five (5) Years following the termination of the Partner's involvement with PrepXa, or for such longer period as may be applicable under law in relation to trade secrets and proprietary information.

4. Intellectual Property Assignment

To ensure the unencumbered valuation and operational freedom of PrepXa EdTech, clear ownership of intellectual property is mandated.

The Partner hereby irrevocably assigns, transfers, and conveys to PrepXa EdTech all right, title, and interest in and to any and all ideas, inventions, designs, source code, written materials, curricula, and business processes developed, conceived, or reduced to practice by the Partner in connection with their work for PrepXa.

5. Work For Hire

All works of authorship created by the Partner during the term of this collaboration that are eligible for copyright protection shall be considered "works made for hire" as defined by applicable copyright laws. The Company shall be deemed the sole author and owner of such works. If any work does not qualify as a work made for hire, the Partner agrees to formally assign all rights to the Company.

6. Restrictive Covenants

• Freedom of Employment and Business Activities: The Partner shall remain free to engage in employment, consulting, freelancing, business ventures, investments, or collaborations with any other individual or organization during or after the term of this Agreement, provided that such activities do not involve the misuse, disclosure, or unauthorized exploitation of PrepXa's Confidential Information, trade secrets, proprietary materials, or intellectual property.
• Confidentiality and Data Protection: The Partner acknowledges that during the course of collaboration they may gain access to confidential information including, but not limited to, business strategies, financial information, source code, customer data, student information, marketing plans, operational processes, documents, and internal communications of PrepXa. The Partner agrees not to disclose, share, reproduce, sell, transfer, or use such confidential information for personal benefit or for the benefit of any third party without prior written consent from the Company. This confidentiality obligation shall survive the termination of this Agreement and remain in effect for a period of Five (5) Years from the date of termination, or for such longer period as required by applicable law with respect to trade secrets and proprietary information.
• Non-Solicitation of Proprietary Relationships: The Partner shall not intentionally use confidential information obtained through PrepXa to unfairly divert existing clients, employees, contractors, educators, or strategic partners of PrepXa for the purpose of causing material harm to the Company. General networking, independent business activities, or working with individuals who approach the Partner independently shall not constitute a violation of this provision.

7. Equity Vesting Terms

In recognition of the Partner's anticipated contributions to PrepXa EdTech, the Company offers a performance-based equity grant. The equity is subject to strict vesting milestones to ensure sustained alignment and contribution.

Total Committed Equity: Fifteen Percent (15%) of the authorized shares of PrepXa EdTech (or its holding entity, Nexzt Entrepreneur Consultancy Pvt Ltd, as designated by the Founder).

Vesting Schedule & Milestones

The Total Committed Equity shall vest according to the following performance milestones, subject in all cases to the Partner remaining in continuous, active collaboration with the Company:

• Milestone 1 (5% Equity): Released after the successful completion of the first month of active collaboration, representing initial commitment and onboarding.
• Milestone 2 (Additional 5% Equity): Released after the completion of the subsequent three (3) months (Month 4 total). This release is strictly subject to:
  • Achievement of predefined Key Performance Indicators (KPIs).
  • Satisfactory Performance Review.
  • Formal Written Approval by the Founder (Mohin).
• Milestone 3 (Final 5% Equity): Released after the completion of another three (3) months (Month 7 total). This final release is strictly subject to:
  • Demonstrated substantial Strategic Contribution to PrepXa's growth.
  • Formal Written Approval by the Founder (Mohin).

Conditions of Unvested Equity

All unvested equity remains the sole property of PrepXa EdTech. In the event the Partner's collaboration is terminated for any reason (voluntary or involuntary) prior to the fulfillment of any milestone, all unvested equity associated with that and future milestones shall be immediately forfeited and returned to the Company's equity pool without compensation.

8. Governing Law & Jurisdiction

This Agreement and any dispute or claim arising out of, or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of India. The Parties irrevocably agree that the courts of Delhi NCR, India shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

9. Electronic Signatures & General Provisions

• Electronic Execution: This Agreement may be executed using electronic signatures, which shall be considered valid, legally binding, and fully enforceable against the executing Party in the same manner as an original wet-ink signature. The cryptographic hash generated by PrepXa serves as immutable proof of execution.
• Entire Agreement: This document represents the entire agreement between the Founder, the Company, and the Partner regarding the subject matter herein. It supersedes all prior verbal or written negotiations.
• Severability: If any provision of this Agreement is deemed unenforceable by a court of competent jurisdiction in Delhi NCR, the remainder of the Agreement shall continue in full force and effect.
• Modifications: Any changes to this Agreement must be executed in writing and explicitly signed by both the Founder and the Partner.

Execution of Agreement

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have executed this Founder Collaboration Agreement.