CORPORATE SOCIAL RESPONSIBILITY SAMPLE

MOU/Agreement

This Corporate Social Responsibility MOU/Agreement (“MoU” OR “Agreement”) is made on

____________Private Limited, a company incorporated under the Companies Act, 1956 and having its
registered office at (…. or “First Party” which expression shall, unless excluded by or repugnant to the
context, be deemed to include its successors, administrators, heirs, assigns and nominees) of the First
Part;

AND

Indian Institute of Technology Kanpur, an institution incorporated under “The Institute of Technology
Act, 1961 (amendment by Institute of Technology (Amendment) Act, 1963)” and having office address
at P.O. IIT Kanpur, Kanpur - 208016, hereinafter referred to as “IITK”, which expression shall, unless it
be repugnant to the context or meaning thereof, be deemed to mean and include its successors and
permitted assigns of the Second Part;

The First Party and the Second Party shall hereinafter individually be referred to as a “Party” and
collectively as the “Parties”.

RECITALS

Whereas pursuant to Section 135 of the Companies Act, 2013 (“Act”)read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (“Rules”) each company which falls under any of
the specified criteria is required to adopt a corporate social responsibility policy (“CSR Policy”) and
shall endeavour to spend a minimum of 2% (two percent) of its average net profits during 3 (three)
immediately preceding financial years on CSR activities as prescribed in Schedule VII to the Act, as
amended from time to time (“CSR Activities”).

A. Whereas the First Party has formed a CSR committee in terms of Section 135 of the Act, (“CSR
Committee”) to: (i) formulate and amend, from time to time, the CSR Policy; (ii) recommend and
undertake such CSR Activities as approved by the Board of Directors of the First Party; (iii) prepare and
recommend the amount of expenditure required to be incurred on CSR Activities; (iv) monitor the CSR
Policy and implementation of CSR Activities in terms of; and (v) prepare and submit reports on the
progress of CSR Activities.

B. Whereas pursuant to the recommendation of the CSR Committee, the First Party has adopted the
……… Policy on Corporate Social Responsibility (“ CSR Policy”), a copy of which has been provided to
the Second Party; The …. CSR Policy is in line with the CSR objectives set under Schedule VII of the
Companies Act, 2013.

C. Whereasthe First Party, has agreed to provide or make availablefunds or consumables or goods or
equipment or materials or assets etc. or a combination thereof(individually or collectively referred to
as “Funding”)to the Second Party for developing, implementing, executing, conducting, coordinating
and carrying out CSR Activities subject to compliance with the terms and conditions of this Agreement
and in the manner and form specified in Schedule I hereto.

D. Whereas it is agreed between the Parties that pursuant to this Agreement, any one or more
existing or future Group Companies (as defined below) of the First Party may provide Funding to the

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Second Party for developing, implementing, executing, conducting, coordinating and carrying out CSR
Activities by executing the form specified in Schedule I and complying with in the terms and
conditions stipulated in this Agreement.

NOW THEREFORE, GOOD AND SUFFICIENT CONSIDERATION, IT IS HEREBY AGREED BETWEEN THE
PARTIES AS FOLLOWS:

1. DEFINITIONS &INTERPRETATION

In this Agreement, unless the context otherwise requires:

1.1. “Applicable Laws” shall mean only Indian Laws including, statute, ordinance, rule,
regulations, policies and other judicial decision or orders (having the force of law),
whether Central, State or local or other authority in force in the republic of India and as
amended from time to time;

1.2. “Effective Date” shall mean the date of commencement of this Agreement, as specified
above;

1.3. “Term” shall mean the duration of this Agreement as specified in clause 2.1 , unless
terminated earlier in accordance with this Agreement;

1.4. the recitals hereinabove written shall be treated as, and shall form part of the operative
portion of this Agreement;

1.5. a reference to a clause or schedule is, unless indicated to the contrary, a reference to a clause
or Schedule, as the case may be, of this Agreement;

1.6. the Schedules to this Agreement shall form an integral part of this Agreement and shall be
read along with this Agreement;

1.7. the headings in this Agreement are for ease of reference only and do not affect its
interpretation;

1.8. any word denoting the singular shall include the plural and vice versa;

1.9. words denoting a person shall include an individual, corporation, company, partnership, trust,
body of individuals or any other entity;

1.10. references to dates and times shall be construed to be references to dates and time in
India, unless the context expressly or by necessary implication otherwise requires;

1.11. any phrase using the terms “including”, “include”, “in particular”, “for example”, “such
as”, “etc.” or any similar expression shall be construed as illustrative and not as
exhaustive;

1.12. certain capitalized terms are defined in this Agreement and its Schedules and whenever
such terms are used in this Agreement or its Schedules, they shall have their respective
defined meanings, unless the context expressly or by necessary implication requires
otherwise;

1.13. any reference to the Second Party shall also be treated as a reference to the managing
committee, governing body, trustees, board members, promoters, directors, staff,
personnel etc. (as the case may be) of the Second Party, unless the context expressly or by
necessary implication requires otherwise .
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2. COMMENCEMENT, VALIDITY AND RENEWAL

2.1. This Agreement shall commence on the Effective Date and shall remain valid for a period of
Five years “Term”).

2.2. This Agreement shallstand expired by the efflux of time on the last day of the Term, unless
renewed in writing by the authorized representatives of the Parties.

3. REPRESENTATIONS AND WARRANTIES

The Second Party represents and warrants that:

3.1. it is anestablished educational Institute legally constituted in accordance with all Applicable
Laws having valid registrations, certificates, permissions, sanctions, licences, approvals,
renewals etc. in accordance with all Applicable Laws, for developing, implementing,
executing, conducting, coordinating and carrying out CSR Activities.

3.2. it has the necessary experience, expertise and established track record in the Higher
education field and is capable of associating with …. for undertaking CSR obligation
relating to promotion of education in compliance with the provisions of the Act, as
amended from time to time.

3.3. it possesses the ability to perform its obligations and responsibilities under this Agreement in
accordance with the terms and conditions contained herein

4. INSTRUCTIONS TO & OBLIGATIONS OF SECOND PARTY

4.1. Project: The Second Party shall develop, implement, execute, conduct, coordinate and carry
out, from time to time, one or more project(s) listed in Schedule I(“Project”) as CSR
Activities in accordance with this Agreement In case more than one Project is being
developed, implemented, executed, conducted, coordinated and carried outby the Second
Party, or in case the same project is being developed, implemented, executed, conducted,
coordinated and carried outin more than one geographic area, Schedule I shall be prepared
separately for each individual Project and marked as Schedule I A, Schedule I B etc. No
variation in the Project scope shall be made by the Second Party, unless previously agreed
to in writing by First Party.
4.2. Project Implementation Plan:The Project shall be implemented by the Second Party as per
the Project Implementation Plan specified in Schedule II(“Project Implementation Plan”) in
accordance with this Agreementfrom time to time. In case more than one Project is being
developed, implemented, executed, conducted, coordinated and carried outby the Second
Party, or in case the same project is being developed, implemented, executed, conducted,
coordinated and carried outin more than one geographic area, Schedule II shall be
prepared separately for each individual Project and marked as Schedule II A, Schedule II B
etc. No variation in the Project Implementation Plan shall be made by the Second Party,
unless otherwise agreed to in writing by First Party.
4.3. Use of Funding:First Party and its Group Companies (as the case may be), shall under the
CSR Policy, provideFundingto the Second Party (in the manner and form specified in
Schedule I) for developing, implementing, executing, conducting, coordinating and carrying
out one or more Project in accordance with this Agreement and the instructions and
directions issued by First Party (or any of its Group Company referred to in Schedule I) from
time to time.
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 4.4. Any Fundingfor a Project shall be utilized in an efficient and judicious manner and only for
the objective for which the Funding is given (as specified in Schedule I) and such Funding
shall not be diverted, transferred or used for any other purpose without the prior
writtenconsent of First Party (or any of its Group Company referred to in Schedule I, as the
case may be).Further, Second Party shall not use more the 5% of the Funding amount
towards administrative cost. Any expense towards administrative work for a Project should
not cross beyond 5% of the Funding amount. Any unspent or unutilized Funding from the
list of activities to be undertaken as mentioned in Schedule –I shall be given following
effect

a) Shift the CSR Spend to alternate activity/ project

b) If still unspent will be informed to First Party and shall disbursed as per instructions of the
first party. It is obligatory on the Second Party to inform the First Party about the status of
fund utilisation by 31stMarch of every financial year. The unutilised fund will be carried
forward to the next financial year.

4.5. First Party shall not provide any additional Fundingin respect of work done outside the
Project scope and/or after the expiry or earlier termination of this Agreement and takes no
responsibility whatsoever for any such work.
4.6. The Second Party shall be fully responsible for any other cost or expense incurred in
connection with its performance of its obligations under this Agreement.
4.7. The Second Party shall not utilize any Funding for purposes other than Promotion of
Education which qualify as CSR Activities under the Act.
4.8. The Second Party shall not divert any Funding for the purpose of any business.
4.9. The Second Party shall not work for the benefit of any particular religious community or
caste.

5. DUE DILIGENCE

5.1. Prior to the execution of this Agreement or Schedule I hereto, the Second Party shall submit copies
of the documents and/or information specified in Schedule III.

5.2. Prior to the execution of this Agreement, the Second Party shall submit any such other documents
and/or information as may be requested by First Party (or any of its Group Company executing
Schedule I).

5.3. In the event of any subsequent modification, amendment, addition, deletion etc. in the documents
and/or information provided by the Second Party prior to the execution of this Agreement, the
Second Party shall immediately inform in writing First Party (or any of its Group Company executing
Schedule I) about such subsequent modification, amendment, addition, deletion etc. along with a
valid supporting document as an evidence to such modification, addition or deletion to the original
document/information provided.

5.4. The Second Party shall be in compliance with, but not limited to, any registration, exemption,
certificate, permission, sanction, licence, approval, renewal etc. obtained by the Second Party being
subject to local regulations.

6. ACCOUNTS

6.1. Disbursement of Funding: The Funding for the Project shall be disbursed by the First Party (or any of
its Group Company executing Schedule I) in such mode and manner as may be specified in Schedule I
by the First Party (or any of its Group Company executing Schedule I).
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 6.2. Maintenance of Accounts: The Second Party being a Renowned Higher Education Institute funded
by the Government of India is subject to C&AG Audit. However apart from adhering to Government
rules and regulations in respect of maintenance of books and accounts, it shall at all times during the
term of this Agreement or earlier termination thereof also maintain such documentary accounts in
connection with utilisation of the CSR amount towards the objective envisaged in this Agreement.

6.3. Annual Audited Statement: The Second Party shall prepare and submit an annual audited
statement consisting of details such as balance sheet, income and expenditure statement,
receipts and payments account, notes on accounts, statutory auditor’s report and any
other information as may be specified by First Party as and when it is finalised or
published.

6.4. Reimbursement of Expenses: Any claim for reimbursement by the Second Party shall be
accompanied with all underlying and supporting documents to the satisfaction of the First
Party.

7. REPORTING

7.1. Annual Reports:The Second Party shall prepare annual reports in such form and manner as
may be required by First Party which will be as per CSR Rules. The report shall containa
description of the activities undertaken, a review of progress and the results achieved in
the year being reported.

8. STAFF AND PERSONNEL

8.1. The Second Party shall only engage qualified and skilled staff, personnel, employees, agents
and any persons, associations, institutions etc. The Second Party shall be fully responsible
for their salaries and payments.

8.2. The Second Party shall be responsible for all acts and omissions of its staff, personnel,
employees, agents and any persons, associations, institutions etc. engaged by the Second
Party whether or not in the course of implementing the Project.

8.3. This Agreement shall not be construed as creating a relationship of employer and employee
between the First Party and any staff, personnel, employees, agents and any persons,
associations, institutions etc. engaged by the Second Party whether or not in the course of
implementing the Project.

9. CONFLICT OF INTEREST

9.1. The Second Party shall notify …… immediately of any conflict of interest which might occur
which could affect the CSR Activities which are being done by the Second Party under this
Agreement.

10. INDEMNITY

Each Party shall promptly indemnify, defend and hold harmless the other Party their respective
officers, directors, shareholders, employees, sub-contractors and agents, either severally or
jointly, as the case may be, from and against any and all claims, costs (including legal costs and
expenses), fees, expenses, liabilities, losses or damages (of whatsoever nature or description)
associated with any claim and/or third party claim, relating to or arising out of the failure to
perform its obligations under this Agreement.

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 The First Party undertakes to comply with the provisions of the Companies Act, 2013 relating to
CSR funding and activities and shall indemnify the Second Party to the extent of funds disbursed.

11. REMEDIES

11.1. Notwithstanding anything else contained in this Agreement if the Second Party fails to
comply with the terms and conditions of this Agreement), then First Party (or its Group
Companies, as the case may be) shall be entitled to terminate this Agreement and/or to
avail all such legal remedies as may be available to First Party (or its Group Companies)
under Applicable Law.

11.2. First Party (or its Group Companies, as the case may be) shall be entitled to withhold
payment to the Second Party’s failure in the event of Second Party fails to perform its
obligations in full or in part in accordance with the terms and conditions of this
Agreement.

11.3. Nothing in this Agreement shall be construed to preclude either Party from seeking
provisional remedies, including, but not limited to temporary restraining orders and
preliminary injunctions, from any court of competent jurisdiction.

12. TERMINATION

12.1. Both ….and the Second Party shall be entitled to terminate this Agreement at any time
during the Term without cause by giving 30 (thirty) days written notice to the other.
However if the Second Party terminates the Agreement, the Second Party would still be
bound to complete its obligations for all of the CSR Activities undertaken by it under this
Agreement and Second Party will complete all the identified or ongoing project activities
and finalise and spend the funds allocated to it under this Agreement by the First Party.

12.2. Notwithstanding anything contained hereinabove and without prejudice to the rights and
remedies otherwise available under this Agreement or in law, … shall be entitled to
terminate this Agreement with immediate effect on the occurrence of any of the following
events of default:

12.2.1. if the Second Party fails to observe or perform any of its obligations under this
Agreement, and in the case of a failure capable of being remedied, the Second
Party fails to remedy the same to the satisfaction of …..within7 (seven) days after
….notifies the Second Party of such failure.

12.2.2. if the Second Party fails to maintain all accounting records and documents in
accordance with this Agreement

12.2.3. If the Second Party breaches terms and conditions relating to confidentiality,
confidential information or intellectual property rights.

13. CONFIDENTIALITY

The existence, nature, terms and conditions of this Agreement shall not be disclosed by the
Second party in any manner or form, directly or indirectly, to any person or entity under any
circumstances without the prior written consent of First Party, except in accordance or in
compliance with any Government Acts.Any press releases in respect of the CSR Activities, Funding
or this Agreement shall only be made with prior written consent of the First Party.

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14. CONFIDENTIAL INFORMATION

14.1. The Second Party shall not disclose any Confidential Information related to this agreement
to any other third party except:

14.1.1. with the consent of First Party and for the purpose of or in connection with the
performance of its obligations under this Agreement;

14.1.2. as required by Applicable Laws; or

14.1.3. Where such Confidential Information can be demonstrated to have been in the
public domain at the time of the disclosure, without any breach of this
Agreement.

14.2. “Confidential Information” shall mean any technical and business information relating to
proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated
products and services, research and development, production, costs, profit and margin
information, finances and financial projections, customers, clients, marketing, and current
or future business plans and models, regardless of whether such information is designated
as “Confidential Information” at the time of its disclosure.

15. INTELLECTUAL PROPERTY

15.1. All Intellectual Property provided by the first partyto the Second Party shall remain the
exclusive property of First.The Second Party shall only use such intellectual property in the
course of and in connection with the carrying out of its obligations under this Agreement
for the purposes of this Agreement with the prior written permission of First Party
(and/orit’s Group Companies, as the case may be).

15.2. “Intellectual Property” means and includes names, trademarks, trade names, trade dress,
service marks, insignias, designs, works of authorship, inventions, whether patentable or
not, trade secret or confidential information, and any other intellectual and/or industrial
property in all goods, services and material including all documents, reports, charts,
drawings, databases, products, software, source codes, models, samples, systems, slides,
tapes, graphs, notes, specifications, processes, tools and methodologies.

15.3. Any intellectual property generated including inventions made in performance of the
Project under this MoU, or any patent granted on such invention, shall be owned by the
Second Party.

15.4. The Second Party shall be free to publish the articles / research arising from the skill
development programmes in any Journals / Conferences / other modes of publication.
There should however be an acknowledgement of the support received from the first party
as applicable.

16. FORCE MAJEURE

16.1. “Force Majeure Event” means any unforeseeable acts of God or nature, actions of any
governmental authority, terrorism, war, sabotage, explosion, epidemic or any other such
catastrophe beyond the control of the affected Party which prevents its performance of
any material obligation under this Agreement.

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 16.2. If the performance of the Agreement by either Party is delayed, hindered or prevented or
is otherwise frustrated by reason of a Force Majeure Event, then the Party so affected
shall promptly notify the other Party in writing specifying the nature of the Force Majeure
and of the anticipated delay in the performance of the Agreement. From the date of such
notification, … shall in its sole discretion, either terminate the Agreement forthwith or
suspend the performance of the Agreement for a period not exceeding 6 (six) months.

16.3. If at the expiry of such period of suspension, the reasons for the suspension still remain,
…..and the Second Party shall treat the Agreement as terminated.

17. NOTICES

17.1. Unless otherwise agreed in writing (including by way of electronic mail) between the
Parties, all notices and/or written communications required to be sent by a Party to the
other Party in terms of and under this Agreement shall be in writing, in English language
only and shall be deemed to have been duly given:

17.1.1. when delivered, if delivered by either a messenger, courier or nationally

17.1.2. on the fifth day following posting if posted by registered mail; or

17.1.3. When sent by electronic mail during normal business hours of the recipient Party.

17.2. The said notices and/or written communications shall be sent at the addresses provided
by the Parties in Schedule I.

17.3. In case of any change in the address provided by the Second Party in Schedule I, the
Second Party shall, within a period of 7 (seven) days of change, send a written notice to
…..with a specific reference to this clause informing the nature of such change and such
changed address(es) as the case may be.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding of the Parties with respect to the subject
matter contained herein and supersedes all prior negotiations, discussions and understanding
between the Parties concerning such subject matter, whether written or oral.

19. AMENDMENT

19.1. No amendment, modification, alteration or enlargement of this Agreement or its

20. SEVERABILITY

If any court of competent jurisdiction or other competent authority holds that any provision of
this Agreement is invalid or unenforceable for any reasonthen the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired, and
all remaining terms of this Agreement shall remain in full force and effect.

21. WAIVER

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 The failure of either Party to enforce at any time, or for any period of time, the terms and
conditions contained herein shall not be construed to be waiver of any of the terms and
conditions or of the right to enforce each and every term and condition of this Agreement.

22. RELATIONSHIP

The relationship between ….and the Second Party is on a principal-to-principal basis. Nothing
contained in this Agreement shall be construed as having an effect of constituting a relationship of
employer and employee or principal and agent between first party and the Second Party.

23. ASSIGNMENT

23.1. The Second Party shall not assign this Agreement or any of its rights or obligations under
this Agreement without obtaining the prior written consent of first party.

23.2. Where any assignment of any of the Second Party’s rights or obligations under this
Agreement has been permitted by first party, the Second Party shall remain responsible
for the acts and omissions of any assignee under any such assignment.

23.3. Any purported assignment by the Second Party that is not in accordance with this clause
shall be null and void.

23.4. All the provisions of this Agreement shall be binding upon and shall inure to the benefit of
and be enforceable by the Parties to this Agreement, their successors and permitted
assigns.

24. SURVIVAL

Any provision of this Agreement which creates any rights or imposes any obligation after the
expiry or earlier termination of this Agreement shall survive the expiry or earlier termination of
this Agreement.

25. GOVERNING LAW AND DISPUTE RESOLUTION

25.1. This Agreement shall be governed exclusively by, and shall be construed and enforced in
accordance with the laws of India.

25.2. In the event of any dispute or controversy arising out of or relating to this Agreement, the
Parties agree to exercise their best efforts to amicably resolve the same.

25.3. Any dispute or controversy arising out of or relating to this Agreement which is not
resolved amicably shall be referred to arbitration by a sole arbitrator, to be mutually
appointed by the Parties, in accordance with the provisions of the Arbitration and
Conciliation Act, 1996 as amended.

25.3.1. The seat of the arbitrator shall be at Bangalore, India.

25.3.2. The arbitration shall be conducted in English language only.

25.3.3. The decision of the arbitrator shall be final and binding on the Parties.

25.4. Subject to the above, the Parties hereby submit to the exclusive jurisdiction of the Courts
at Bangalore, India for purposes of obtaining interim relief or enforcing any award passed
by the sole arbitrator.

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26. JOINT DRAFTING

This Agreement and its Schedules have been drafted jointly by the Parties and no presumption or
rules of construction based upon drafting this Agreement shall be made in any related legal
proceedings. The Parties agree and acknowledge that each Party has had ample time to seek and
receive competent legal or other counsel regarding the terms and conditions of and duties and
obligations imposed under this Agreement and that the Parties fully understand, agree and accept
all of the terms and conditions herein.

27. ORIGINAL AGREEMENT

This Agreement shall be executed in two original copies and both Parties shall retain one copy
each of the same.

IN WITNESS WHEREOF THIS AGREEMENT HAS BEEN EXECUTED BY THE HANDS OF THE DULY
AUTHORIZED REPRESENTATIVES OF THE PARTIES ON THE DAY MONTH AND YEAR FIRST ABOVE
WRITTEN:

[SIGNATURE PAGE TO FOLLOW]

[INTENTIONALLY LEFT BLANK]

For and on behalf of: For and on behalf of :

Name: Name:

Title: Dean, Resources and Alumni

Witness No. 1: Witness No. 2:

Name: Name:

Father’s Name: Father’s Name:

Address:
Address:

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 Schedule – I

(Refer Clause 4)

1. Effective Date
of the Project
2. Term of the
Project
3. Addresses& Details of First Party for purposes of clause 20 (Notices):
other Contact
Details Address:

Attention:

E-mail Id:

Contact Person for purposes of Project implementation:

Details of Second Party for purposes of clause 20 (Notices):

Address: [Indian Institute of Technology Kanpur - 208016]

Attention: [Dean, Resources and Alumni]

4. CSR Activities
5. Project
Description
6. Geographic Kanpur (India)
Area
7. Project
Objectives
8. Funding
Details

9. Disbursement
of Funding

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 Schedule II

1. Project
Implementation
Plan

2. Performance 100% utilization of disbursed fund by

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 Schedule III
Documents required to be submitted prior to execution of the Agreement:
1. Permanent Account Number (“PAN”)
2. FCRA Exemption Certificate
3. IIT Kanpur Bank Details

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