LEARNING CENTRE AGREEMENT
This Learning Centre Agreement (this ‘Agreement’) is effective from 1stday of January 2005 executed at Bangalore:
BY AND BETWEEN
Manipal Universal Learning Private Limited., (formerly known as Manipal Infocom India Private Limited), a company incorporated under the laws of India and having its registered office at Manipal Towers, 14 Airport Road, HAL II Stage, Bangalore560008, (hereinafter referred to as “MUL”), which expression shall, wherever the context so requires or admits be deemed to mean and include its successors and assigns) of the FIRST PART
AND
Calibre IT Education, 2-K-14, Above Archies Gallery, Near Talwandi Circle, Talwandi, Kota, Rajasthan – 324 005(hereinafter referred to as “Participant”, which expression shall, unless repugnant to the meaning and context, mean and include its agents, employees, successors, executors, permitted assigns) of the OTHER PART
WHEREAS:
A.Participant has applied to MUL seeking a license to set up an authorized learning centre of MUL to provide services with respect to distance education programmes of distinguished institutions of higher education with whom MUL contracts.
B.Based on the representations made by the Participant in its application and subsequent discussions, MUL short-listed the Participant and recording its intention to permit the Participant to set up its authorized learning centre, subject to fulfilment of the conditions specified therein.
C.Representing that it has duly fulfilled the conditions, the Participant has now approached MUL seeking a license to set up MUL’s authorized learning centre, and on the basis of such representation, MUL desires to grant a license to the Participant to set up MUL’s authorized learning centre, on the terms and subject to the conditions contained herein.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, MUTUAL COVENANTS AND AGREEMENTS SET FORTH HEREIN, THE PARTIES HERETO AGREE AND THIS AGREEMENT WITNESSES AS FOLLOWS:
CLAUSE 1
DEFINITIONS
1.1In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings assigned to them below:
(a)‘Applicable Laws’ mean the central, state and local laws of India, including the rules, regulations and guidelines issued by any Indian Governmental, regulatory, executive and judicial and other statutory authorities.
(b)‘Programmes’ mean the distance education programmes of any Institution provided to students through the Learning Centre.
(c)‘Course Material’ refers to the material (whether or not in printed, electronic, digital, audio-visual or multimedia form, or in any medium adapted for e-learning) relating to the Programmes supplied by MUL to the Participant, for provision to the Students through the Learning Centre.
(d)‘Course Curriculum’ refers to the curriculum of each of the Programmes furnished by MUL from time to time to the Participant.
(e)‘Institution’ in a given context refers to the institution of higher education listed in or added to Annexure-C hereto, which provides the relevant Programme.
(f)‘Force Majeure’ means any cause beyond a Party’s reasonable control affecting the performance of its obligations hereunder, including but not limited to fire, flood, explosion, natural calamity, war, civil unrest, strike, act of God, act of third party, or that arising out of any law, rule, regulation or Government or statutory policy.
(g)‘Learning Centre’ means the authorized learning centre of MUL to be set-up and operated by the Participant as an access point for education programmes, education support, education related services including for delivery of Services in terms of this Agreement.
(h)‘Operations Manual’ refers to the manual containing the terms and conditions governing the operations of the Learning Centre as may be modified by MUL from time to time, which shall be provided by MUL to the Participant.
(i)‘Students’ mean the Students who have been enrolled in the Programmes in accordance with this Agreement.
(j)‘Services’ mean the facilities and services to be provided by the Participant through the Learning Centre in terms of this Agreement, more specifically described in Annexure-A.
(k)‘Territory’ refers to the territory of India
CLAUSE 2
GRANT OF LICENSE
2.1On the terms and subject to the conditions contained herein, MUL hereby provides a non-exclusive, revocable license to the Participant to set up the Learning Centre and provide the Services within the Territory. The Participant hereby accepts such license, and undertakes to fulfil its responsibilities and obligations hereunder.
2.2It is hereby acknowledged and confirmed by the Parties that this Agreement entitles the Participant to provide the Services only from the Learning Centre. The Participant shall not whether directly or indirectly extend the activities of the Learning Centre within or outside the Territory, or shift the Learning Centre without the prior written permission of MUL. The Participant shall not carry out any activity other than that authorised hereunder through the Learning Centre.
2.3MUL may, from time to time and on behalf of the Participant, enter into agreements with universities, colleges and other providers of education, for utilisation of the Learning Centre to provide education programmes, on such terms and conditions MUL deems fit in its sole and absolute discretion.
CLAUSE 3
LEARNING CENTRE
3.1Participant hereby represents and warrants that the Learning Centre complies with the specifications required by MUL, and has and will continue to have at all times during the tenure of this Agreement, all the infrastructure and facilities (in good working condition) specified in Annexure A to this Agreement. Participant shall not alter the Learning Centre in any manner or shift the Learning Centre, without prior written approval of MUL.
3.2The Participant shall install all equipment, furniture, amenities and facilities at the Learning Centre, and upgrade the Learning Centre and the infrastructure therein, as prescribed by MUL from time to time. In the event the Participant fails to upgrade the facilities in the Learning Centre, MUL shall, without prejudice to its other rights and remedies, be entitled to carry out all requisite up gradation at its cost, and recover all expenses incurred in connection therewith, along with interest at the rate of 18% (eighteen percent) per annum on all outstanding amounts, from any sums payable by it to the Participant.
3.3Participant shall inform MUL immediately of any change in facilities, infrastructure, resourcing, staffing or other factors, which might endanger the threshold quality of the Services.
3.4Participant shall maintain the Learning Centre at all times in compliance with the specifications specified in the Operations Manual and/or as may be required by MUL from time to time, and shall not make any modifications thereto without the prior written consent of MUL. Participant shall adhere to the signage and logo requirements as prescribed by MUL.in the Operations Manual or otherwise. Notwithstanding anything to the contrary, the Participant shall not use any signage without the prior approval of MUL. Upon termination of this Agreement, the Participant shall discontinue to represent itself as an authorised learning centre of MUL and shall forthwith remove all signs identifying it as an authorized learning centre of MUL.
3.5The operations of the Learning Centre shall inter alia be carried out in the manner specified in the Operations Manual and the instructions issued from time to time by MUL. Each Party shall fulfil its respective obligations specified in Operations Manual attached hereto, in connection therewith. Participant shall not alter the Learning Centre in any manner or shift the Learning Centre, without prior written approval of MUL.
3.6The financial terms in respect of this Agreement including for the Learning Centre to be accredited as an authorised Learning Center of MUL / affiliated to MUL shall be agreed to by and between the Parties from time to time and incorporated in Annexure B attached hereto.
CLAUSE 4
RESPONSIBILITIES OF THE PARTICIPANT
4.1The day-to-day management of operations at the Learning Centre shall be the sole responsibility of the Participant.
4.2The Participant shall be wholly responsible for all (capital, revenue and operational) costs relating to the Learning Centre including those arising from the establishment, promotion, recruitment, staffing, travel, staff, accommodation, materials, accreditation by professional bodies, salaries, rents, rates, taxes, maintenance, payment of communication charges towards e-mail etc. and all other costs whatsoever, arising from the existence of the Learning Centre and delivery of the Services. The Participant shall ascertain for itself the financial viability of the entire project and shall fund all cost over runs, if any.
4.3The Participant shall not and is not empowered to:
a)make any financial commitments on behalf of MUL;
b)enter into any commitments, contracts, agreements or arrangements that bind MUL in any manner whatsoever.
4.4The Participant shall pay a non-refundable affiliation and accreditation fee as set out in Annexure B.
4.5In order to enable the Participant to duly fulfil its obligations hereunder, MUL shall provide a VSAT to the Participant for exclusive use at the Learning Centre, upon payment of a non-refundable fee as set out in Annexure B. The Participant shall comply with the requirements of MUL including the provisions of the Operations Manual with respect to the operation, maintenance and safeguard of the VSAT. For the sake of clarity, it is hereby confirmed that the ownership of such VSAT shall always vest with MUL.
4.6Participant shall be responsible for payment of all taxes, duties, levies, fees and other similar costs arising as a result of or in connection with the transactions contemplated under this Agreement.
4.7The Participant shall comply with all Applicable Laws in fulfilling its obligations under this Agreement.
4.8The Participant shall possess/maintain adequate capital funds, lines of credit and networth sufficient to fulfil its obligations under this Agreement, as per the guidelines established by MUL and communicated to the Participant from time to time. MUL may, in its sole and absolute discretion, require the Participant to furnish and if so required the Participant shall furnish to MUL, any additional security deposit in the quantum intimated by MUL, on the terms and conditions to be agreed to by and between MUL and Participant.
4.9The Participant will follow and comply with MUL’s advise and instructions in connection with the Programmes. The Participant will carry out MUL’s instructions as indicated in the bulletins or letters issued by MUL from time to time, in connection with Participant’s operations as an authorized LearningCenter.
4.10The Participant shall, set up an efficient, effective and speedy mechanism for receipt and disposal of requests as well as complaints and disputes pertaining to the Programmes, and shall provide satisfactory services to students. Participant shall forthwith inform MUL of all disputes / complaints received in respect of the Programmes. MUL shall co-ordinate and assist in the resolution of any disputes between the Student and the LearningCenter with respect to non-academic aspects of the Programmes. The decisions made by MUL in this respect shall be final and binding on the LearningCenter. The Participant shall forthwith refer all disputes relating to academic matters to the relevant Institution as well as to MUL.
4.11The Participant shall always fulfil its obligations with honesty and integrity and shall not act in any manner detrimental to the interests and goodwill of MUL. Participant shall provide feedback on the requirements of Students as well as prospective employers across industries to MUL.
4.12Participant shall, as may be required by MUL from time to time, depute it’s personnel to location/s identified by MUL, for the purpose of receiving training on all or any aspects pertaining to the Programmes, or for attending any conference in connection with the Programmes. All costs and expenses related thereto shall be borne by the Participant.
4.13 The Participant shall ensure that the Learning Centre and the infrastructure therein are operational during all hours prescribed by MUL from time to time, and shall be subject to periodical inspection by MUL.
4.14All obligation and responsibilities of the Learning Centre in terms of this Agreement and communications issued from time to time, including those specified in the Operations Manual, shall be fulfilled fully and exclusively by the Participant. For the sake of clarity, it is hereby confirmed that the terms ‘Participant’ and ‘Learning Centre’, unless repugnant to the context, are synonymous for the purposes of this Agreement.
CLAUSE 5
RIGHTS OF MUL
5.1MUL may at its sole discretion appoint one or more Service Co-ordinators with responsibilities that include oversight of the overall resourcing, organisation and presentation of the Services, and the submission of periodical reports on the Services.
5.2The Services shall be subject to the approval, monitoring and review procedures of MUL to ensure that the administration, staffing, academic validity, and standards achieved thereof are equivalent to those of other authorized Learning Centers of MUL and that the quality of Student experience is consistent with that of students following similar programmes.
5.3The Learning Centre shall follow such requirements as to any assessment or inspection of the Learning Centre as communicated by MUL from time to time and shall also be bound by the provisions contained in the Operations Manual. The Learning Centre shall keep the Services under continual review in accordance with its own internal procedures and shall keep MUL fully informed of all review findings.
5.4MUL reserves the right to offer / appoint additional authorised Learning Centers within the Territory with out any restrictions whatsoever.
5.5Nothing in this Agreement shall be construed to restrict the rights of MUL to add to / delete from the list of Institutions (so as to change the Institutions) set out in Annexure-C, from, from time to time.
CLAUSE 6
STAFF OF THE LEARNING CENTRE
6.1The personnel and faculty required for the Learning Centre shall be recruited by the Participant under the guidance and supervision of MUL and based on such norms as may be from time to time prescribed by MUL. All manpower costs, direct or indirect, shall be borne by the Participant.
6.2The Learning Centre shall provide MUL with the curriculum vitae of all faculty/staff providing Services in relation to the Programmes and shall keep MUL informed of all changes. The Learning Centre shall fully co-operate with MUL in conducting programmes for upgradation of faculty standards, and shall provide all assistance to MUL with respect to evaluation of Learning Centre faculty/staff.
6.3The staff shall be employed by the Learning Centre and shall be on the payroll of the Learning Centre. MUL shall have no legal, moral, equitable, financial or other responsibilities or duties towards such staff.
6.4The Participant shall adhere to appropriate labour regulations, as per the prevailing state and central laws and/or regulations, and strive to follow sound personnel management practices.
6.5The full time personnel recruited for the Learning Centre shall refrain from carrying out any other remunerative activity while being on the rolls of the Participant.
CLAUSE 7
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
7.1The whole right, title and interest in and to any Course Materials, Course Curriculum, programming instructions, the syllabi, mode and methods of instructions and all other intellectual property generated by or belonging to the Institution and / or MUL and used in connection with or for the purpose of the Programmes shall remain with Institution, or as the case may be, with MUL. Neither the Participant nor the Learning Centre shall acquire any right or interest whatsoever therein. In the event of this Agreement being terminated, the Participant and the Learning Centre shall immediately cease use of such intellectual property and shall immediately return the same to MUL.
7.2The Participant shall at all times maintain the secrecy and shall keep confidential (and procure that its respective employees and agents shall keep confidential) the Course Materials, Course Curriculum, Programmes, mode of instructions, the methods, syllabi, curricula and all other information and documents which it may acquire in connection with or in the course of implementation of this Agreement and shall not use or disclose such information in an unauthorised manner. The obligation on the part of the Participant and Learning Centre contained above shall continue for the term of this Agreement and for a period of five (5) years after the termination of this Agreement.
7.3 It shall be the responsibility of the Participant to ensure that all software used in fulfilling its obligations hereunder, including the software used at the Learning Centre is legal and duly licensed, and does not in any event breach the intellectual property rights of any person. MUL reserves the right to inspect all software licences of the Participant. MUL shall in no manner be liable for any action that may be taken by any party or for any liability that may arise out of any use of pirated or illegal or unlicensed software. Notwithstanding anything contained in this Agreement, MUL reserves the right to terminate this Agreement forthwith without any liability in the event the Participant fails to fulfil any of its obligations under this Clause 7.3.