MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU”) shall be effective on the date of acceptance of this MOU by the other party on paying the consultancy fees to the Consultant (“Effective Date”).
MINDADMISSION SOLUTION LLP, a Limited Liability Partnership constituted under the provisions of Limited Liability Partnership Act, 2008, having its office at Laxmi 201, NDA Pasha road, near Bank of Maharashtra, Bavdhan, Pune, Maharashtra represented by its Partner, Mr. Tushar S/o Rajendra Mandale and Mr. Aditya S/o Prashant Nilawar (hereinafter referred to as “Company/Party No. 1” which term unless repugnant to the context or subject thereof shall deem to include its affiliates, subsidiaries, successors-in-interest and permitted assigns) of the FIRST PART;
The OTHER PARTY, the person accepting the terms and conditions hereof by making payment in furtherance to the acceptance of this MOU by him/her (hereinafter referred to as “the Other Party/Party No. 2” which term unless repugnant to the context or subject thereof shall deem to include its affiliates, subsidiaries, successors in interest and permitted assigns) of the SECOND PART;
The Company and the Other Party are hereinafter collectively referred to as “Parties” and individually as “Party”.
- The Company is engaged in the business of providing customized Educational solutions to students aspiring to study in distance education or in regular education and other career-related services. The Company also provides information to students about future scope and career opportunities towards choosing any course by conducting a Seminar, webinar to Guide students for selecting their right course of Study.
- The Party No. 2 is desirous of appointing the Company so as to receive the latter’s expertise and career-related guidance. The Company represents that it has relevant expertise in education-related services and career guidance and Party No. 2 has agreed to avail the services of the Company for the same.
NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
- DEFINITIONS AND INTERPRETATION
In this MOU (including in the recitals hereof and Schedules hereto), the following words and expressions shall have, where the context so permits, the following meaning ascribed to them:
- “Memorandum of Understanding” means this MOU together with all Schedules to this MOU as may be amended in accordance with the terms hereof.
- Headings – Headings are included for convenience only and shall not affect the construction of any provision of this MOU.
- Include not limiting. “Include,” “including,” “are inclusive of”, and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation”.
2.1 The Party No. 2 appoints the Company on the terms and conditions of this MOU in order to avail their services.
2.2 This MOU shall be valid for a period of 45 to 60 days (subject to providing of all the required documents and extension of co-operation by the Party No. 2) from the date of receipt of payment by the Party No. 1 from Party No. 2.
- OBLIGATIONS OF THE COMPANY
- (i) The Company shall provide proper educational guidance and career opportunities towards choosing suitable careers to the Party No. 2;
- (ii) The Company by conducting Seminar, the webinar will guide the Party NO. 2 for selecting their right course of Study;
- The Company will also arrange for admission of the Party No. 2 in the chosen educational course in the choosen educational organization;
- The Company shall do all endevours to assist and help the Party No. 2 appropriately so as to attain its obligation fulfillment under this MOU.
- OBLIGATIONS OF THE PARTY NO. 2:
(i) The Party No. 2 shall provide all the necessary and required documents to the Company as and when required;
(ii) The Party No. 2 shall provide all necessary support and co-operation to the Company so as to attain effective fulfillment of obligations under this MOU;
- PAYMENT OF FEES
5.1 Program Fees for each course shall vary from course to course and the same shall be considered as the consideration amount.
5.2 This MOU shall IPSO FACTO become effective only on payment of Fees by the Party No. 2 to Party No. 1.
5.3. In case of cancellation of this MOU by either Party, the Party No. 2 shall be liable for a refund of 60% of the fee amount, and Party No. 1 shall be entitled to the 40% of the fee amount in any case.
A party may not assign any of its rights and obligations under this MOU without the prior written consent of the other party. This MOU shall insure to the benefit of and shall be binding upon the parties, and shall be binding upon the related Persons and their respective successors, assigns, and heirs.
7.1 Without prejudice to any legal or other rights or remedies of the party, who asks for termination of this MOU, any party has the right to terminate this Agreement with a 30 days prior written notice to be given to the other party, only by assigning a reason.
7.2 In case of termination of the MOU by either Party the Party No. 1 shall be entitled to 40% of the amount of the fee as specified in detail in clause no. 5.2 of this MOU.
- 8. CONFIDENTIALITY
Except as required by law or as is necessary for the performance of its obligations under this MOU by its respective officers or agents, no party shall directly or indirectly disclose to any other person or use or permit to be disclosed or used for any other purpose than as contemplated by this MOU, any information that may be acquired by it under this MOU and shall keep all such information confidential, except where publicly available other than by breach of this MOU.
If any provision of this Agreement is held invalid, illegal or un-enforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
- SURVIVAL TERMS :
The provisions of the MOU, shall survive and remain in effect until all obligations are satisfied and this MOU shall automatically expire on fulfillment of obligations under this MOU by the Company. It is clarified that the terms pertaining to the effect of Termination, confidentiality, dispute resolution, etc. will survive post-termination / expiry of the MOU.
- GOVERNING LAW AND JURISDICTION AND DISPUTE RESOLUTION
11.1 This MOU is subject to the exclusive jurisdiction of the courts at Pune and the validity, interpretation, and implementation of this MOU shall be governed by the laws prevailing in this jurisdiction.
11.2 In case of any dispute arising out of or in relation to any of the terms and conditions of the present MOU, the same shall first be resolved through negotiations for which the aggrieved Party shall issue a notice to the other Party. If the negotiations do not resolve such dispute, difference, or claim to the reasonable satisfaction of the Parties within 15 days of the issue of the Notice, the Parties shall refer the dispute to a sole arbitrator appointed by Party No. 1 hereto, under the provisions of Indian Arbitration and Conciliation Act 1996, as amended. The place of Arbitration shall be at Pune. The decision of the Arbitrator shall be final and binding on the parties.
SIGNED AND SEALED BY:
MINDADMISSION SOLUTION LLP
Party No. 1
Party No. 2
(Payment of Fees by the Party No. 2 shall make this MOU effective and binding)