SERVICE AGREEMENT

BETWEEN
BHARTI SHARMA
AND
EDUBRIDGE LEARNING PRIVATE LIMITED
DATED 20th March, 2024

PRIVILEGED & CONFIDENTIAL

This Agreement is made and executed at Mumbai on _20th March, 2024_ , BY AND BETWEEN

BHARTI SHARMA , an individual/firm/company formed under _______________________________; represented by Mr BHARTI

SHARMA , and having its place of business / registered office at Office No A 36, A Wing, Dhareshwar Krupa Appartment, Garmal,
Dhayari Road, Lane No 17A, Near Nikhil Driving School, Dhayari, Pune, Maharashtra 411041 , holding PAN ABUPW1993M and Unique
identification number - ___________________ (hereinafter referred to as the “Service Partner”, which expression shall, unless
repugnant to the context or meaning hereof, be deemed to mean and include its successors and permitted assigns) of One Part

In case the Service Partner is other than an individual, details of the beneficial ownership (owning more than 5% of the entity) is
as under:
Name Address Contact Details KYC Identification % Holding
Number
BHARTI SHARMA Office No A 36, A Wing, 8180909118 ABUPW1993M
Dhareshwar Krupa [email protected]
Appartment, Garmal,
Dhayari Road, Lane No
17A, Near Nikhil
Driving School,
Dhayari, Pune,
Maharashtra 411041

AND

EDUBRIDGE LEARNING PRIVATE LIMITED, a company having its registered office at 1/1, Pollock Street, Kolkata 700001
(hereinafter referred to as the “Company OR EduBridge”, which expression shall, unless repugnant to the context or meaning
hereof, be deemed to mean and include its successors and permitted assigns) of the Other Part.

AND WHEREAS:
 The EduBridge is a company inter alia engaged in skill development and vocational training (workforce development)
activities since October 2009.
 The Service Partner is professionally engaged in the business of providing services as required by the company and as
enumerated in this agreement.
 The Company maintains a website under the name and style of www.edubridgeindia.com which provides full time, part
time, formal and informal training programs on online and/or offline basis for individuals in order to help them meet
the specific needs of the industry and business and equip them to meet the changes in technology; developing and
publishing training materials for regular and distance education programmes; co-operating with national and
international organizations, educational, research and other institutions in any part of the world having objects wholly
or partly similar to those of the training franchisor; fostering a sense of partnership with the industry in promoting the
cause of education, research, extension and in mobilizing resources for achieving the aforementioned objectives.

Accordingly, the Service Partner has approached the Company and has offered to provide the Partner Services in accordance
with terms and conditions of this Services Agreement
Considering the above, the Company is desirous of accepting the proposal of the Service Partner for providing Services to the
Company in accordance with mutually decided terms and conditions agreed between the Parties from time to time.

Both Parties desire to obtain Services from the other party, more particularly mentioned in Annexure 1, on the terms and
conditions set out in this Agreement.

The Parties are therefore desirous of recording the detailed terms and conditions on which these Services will be provided.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
In this Agreement, unless the context otherwise requires, the following words and expressions shall bear the meanings
ascribed to them below:
“Affiliate” shall mean an entity that owns or controls, is owned or controlled by or is or under common control or
ownership with a Party, where 'control' is defined as the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of an entity, whether through ownership of voting securities, by contract
or otherwise;
"Agreement" shall mean this agreement, as amended, varied or supplemented by the Parties from time-to-time by
written mutual consent of the parties;
"Damages" shall mean:
(a) any and all monetary (or where the context so requires, monetary equivalent of) damages, fines, fees,
penalties as applicable under Indian law, losses, and out-of-pocket expenses (including without limitation any
liability imposed under any award, writ, order, judgment, decree or direction passed or made by any court,
tribunal or similar Person),
(b) subject to applicable laws, any punitive, or other exemplary or extra contractual damages payable or paid in
respect of any contract, and
(c) amounts paid in settlement, interest, court costs, costs of investigation, reasonable fees and expenses of
attorneys, accountants, actuaries, and other experts, and other expenses of litigation or of any claim, default,
or assessment;
"Effective Date" shall mean the date on which both parties sign this service agreement
“Initial Term” shall mean the period from and including the Effective Date and continuing in force for period of this
agreement;
“Breach” shall mean, failure to comply with any material term of this !greement-
"Party" shall mean either the “Service Partner” or “EduBridge” and "Parties" shall mean the “Service Partner” and the
“EduBridge” collectively;
"Person" shall mean any natural person, limited or unlimited liability company, corporation, general partnership,
limited partnership, proprietorship, trust, union, association, court, tribunal, agency, government, ministry,
department, commission, self-regulatory organisation, arbitrator, board, or other entity, enterprise, authority, or
business organisation;
"Services" shall mean the services listed in Annexure 1
“Service Provider”, depending on the Services rendered, shall mean the “Service Partner” when relating to the services
offered by them to the “EduBridge”
“Service Recipient”, depending on the Services received, shall mean the “EduBridge” when relating to the services
received by them from the “Service Partner”
“Term” shall mean an Initial Term or an !dditional Term, as the case may be- and
"EduBridge Employees" shall mean such of the EduBridge's employees who are assigned to perform any part of the
Services pursuant to this Agreement.
1.2 Interpretation
Unless the context otherwise requires in this Agreement:
(a) words importing persons or parties shall include firms and corporations and any organisations having legal
capacity;
(b) words importing the singular include the plural and vice versa where the context so requires;
(c) reference to any law shall include such law as from time to time enacted amended, supplemented or re-
enacted;
(d) reference to any gender includes a reference to all other genders;
(e) reference to the words “include” or “including” shall be construed without limitation;
(f) reference to this Agreement or any other agreement, deed or other instrument or document shall be
construed as a reference to such agreement, deed or other instrument or document as the same may from
time to time be amended, varied supplemented or novated;
(g) the headings and titles in this Agreement are indicative shall not be deemed part thereof or be taken into
consideration in the interpretation or construction of the Agreement; and
 (h) a time period for a payment to be made or an act to be done shall be calculated by excluding the day on which
that period commences and including the day on which that period ends.

2. ENGAGEMENT AND TERM THEREOF

2.1 The Agreement shall be effective from the Effective Date.
2.2 Both Parties agree to an engagement for the Initial Term to provide the Services to each other and accept such
engagement on the terms and conditions described below. Unless terminated prior to its expiry, this Agreement may
be renewed upon identical or modified terms and conditions (as may be mutually agreed in writing) for up to two
further terms of 1 year each (an “Additional Term”) by providing a written notice in that behalf within 30 days prior to
the expiry of a Term.
2.3 The Parties acknowledge and agree that the expiry or termination of this Agreement and its relationship with the other
Party, shall not in any way affect the obligations of the Parties so far as they relate to the security measures and
confidentiality obligations that are set forth herein and such obligations shall survive for a period of five (5) years after
the expiry or termination of this Agreement.
2.4 Both Parties acknowledge that the delivery of the Services shall be subject to the requirements detailed in the following
Annexes:
(a) Annexure 1: Description of the Services, Roles and Responsibility and Charges

3. INDEPENDENT CONTRACTOR
3.1 Both Parties are acting, in performance of this Agreement, as independent contractors. The Employees of both Parties
are not the employees or agents of the other Party and shall work under the control and management of their
respective employers who shall continue to be fully responsible for their acts. Both Parties shall be solely responsible
for the payment of compensation and all statutory benefits of their Employees and the Employees shall be informed
that they are not entitled to any of the employee benefits of the other Party. The Employees of both Parties shall affirm
they are not employees of the other Party for any purpose and that they shall not exercise any rights, seek or be
entitled to any benefit accruing to the regular employees of the other Party.
3.2 Neither this Agreement nor the disclosure or receipt of any information shall constitute or imply any promises or
intention to enter into a partnership, principal and agent relation, Employee and Employer, agency or joint venture
between the Parties to make or purchase any products or services by either Party.

4. INTELLECTUAL PROPERTY
4.1 With respect to the Services performed by the Parties, both Parties acknowledge that they will have exclusive,
unlimited ownership rights to all copyright, title and other IP ownership in and to Services provided by them including
derivatives therefrom. Both Parties acknowledge and agree that they shall not assume, by virtue of this collaboration,
ownership or any rights whatsoever in any manner over any content, name, logo or other intellectual property of the
other Party. Both Parties shall neither disclose, share, part with Intellectual Property Rights related information of the
other Party to any third party nor use the information for their own benefit.
4.2 Nothing contained herein shall be construed as granting or implying any transfer of rights (including license rights) to
the other Party in the confidential information or other intellectual property relating to the other Party.
4.3 Both Parties do not grant the other Party the right to use their name/logo for the purpose of promoting the Services as
detailed in this Agreement through any form of private communication or public advertisements including print,
electronic, radio, banners, wall painting etc. without the specific written approval from the other Party.
4.4 Both Parties shall, upon the request of the other Party, or upon the termination, cancellation or expiration of this
Agreement, within 30 days return to the other Party, all materials, information and/or deliverables prepared or
developed as a result of the Services, which belong to the other Party in terms of this Agreement.
4.5 The Service Partner shall ensure that no training modules, teaching processes and/or business processes and databases
of the Company are at any point of time reproduced, unauthorized used and/or distributed on any occasion and/or for
any reason whatsoever without prior written consent taken from such persons as are duly authorized by the Company.
The consent of the authorized person and such letter seeking such consent shall expressly state the materials to be
reproduced and/or transmitted and the specific purpose for which the same needs to be done.
4.6 The Service Partner agrees and undertakes to protect the trade secret and business processes of the Company and
make sure that their confidentiality is not breached by any of its employees, agents or sub-contractors.
4.7 The Service Partner shall by no means whatsoever use any business processes or intellectual property generated by the
Company, received during the duration of this Services Agreement for any commercial and/or non–commercial purpose
except in connection with the Services to be provided by him under this Services Agreement.

5. CHARGES AND PAYMENT

5.1 The charges for the provisions of the Services are set out in Annexure 1. Unless otherwise specified in Annexure 1, all
such charges will remain fixed for the Initial Term and for an Additional Term. Any increase in any rates of existing Taxes
or the levy of any new or additional Tax on the Services under applicable law shall be borne by the Service Provider,
unless otherwise agreed in writing between the Parties.
5.2 The Service Provider shall be entitled to invoice the Service Recipient for tax payable to Indian tax authorities in
accordance with applicable law, for Services rendered in accordance with this Agreement.
5.3 The Service Provider shall submit one invoice in respect of the Service Charges/Fee to the Service Recipient on a
consolidated basis for all of the Services together within 5 days following the end of each month. Each invoice shall be
accompanied by a detailed breakdown of the invoice and all supporting documents and calculations in line with the
agreed pricing as per Annexure 1. Any delay in submission of the invoice would lead to the same been counted as
submission in the next cycle and therefore payment due date would be considered from such date.
5.4 All Service Charges/Fee due shall be paid by the Service Recipient within 45 working days of receipt of the Service
Provider’s invoice.
5.5 No invoice / claim would be considered after it being due and not raised for a period of 45 days. In such circumstances,
the said amount would be considered null and void.
5.6 Any and all sums payable under this Agreement, unless otherwise stated, are inclusive of applicable Taxes and shall be
paid by the Service Recipient to the Service Provider subject to applicable statutory tax withholdings. The Service
Recipient shall additionally be responsible for the payment of all taxes relating to the provision of the Services received.
5.7 Provided however that the Company may, in its sole discretion, change the amount of any Service Fees, at any time
with 30 days’ notice to the Service Partner (“Pricing Change Notice”). The Service Partner’s continued use of the Partner
Services after receipt of such Pricing Change Notice will be deemed to be acceptance of the new Service Fee. If a
Service Partner does not agree to a change in the Service Fees, their sole recourse will be to cease using the Partner
Services.
5.8 The Service Partner agrees and consents that the Company shall have full access to its accounts and/ or records to the
extent necessary to verify and audit Service Partner's billing procedures in relation to this Services Agreement, provided
that the Company agrees to keep all such information confidential. The Company shall have the right, at any time, to
review and audit the bills, and in the event that the Company believes the bills are not prepared by Service Partner in
good faith and a reasonable manner, the Company may request that the bill be independently reviewed and adjusted
by an independent certified public accountant reasonably acceptable to the Company and Service Partner.

6. WARRANTIES AND UNDERTAKINGS

6.1 Each Party represents and warrants to the other Party as follows:
(a) it is validly incorporated under applicable law and continues to remain in existence (applicable only to
incorporated entities), has all necessary authority to sign and deliver this Agreement and exercise its rights and
perform its obligations under this Agreement;
(b) this Agreement constitutes legal, valid, and binding obligations of such Party and is enforceable against it in
accordance with its terms;
6.2 In addition to Clause 6.1, the Service Provider undertakes to the Service Recipient as follows:
(a) that it will provide the Services in a timely, competent and professional manner by appropriately skilled,
experienced and qualified personnel having at all times due regard to the Service Recipient’s business
operations.
(b) that it shall ensure that all Recipients comply with the confidentiality obligations detailed in this Agreement;
(c) that it will provide the Services in accordance with all applicable laws and regulations; and
(d) that it has all necessary skill-sets, rights, authorisations and licences to provide the Services.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1 In the event of any proven breach by a Party of any representation, warranty, covenant, or agreement made or given by
it in this Agreement (including the confidentiality obligations under Clause 12), such Party undertakes to indemnify and
hold harmless the other Party, its Affiliates, directors, officers, employees, agents and representatives to the extent of
any and all Damages suffered or incurred by them in relation to such breach of representation or warranty, covenant or
agreement.
7.2 In no event shall a Party be liable to the other, whether in contract, tort, under any warranty or any other theory of
liability, for any special, incidental or consequential damages, including, but not limited to, lost business or profits.
7.3 It is understood and agreed that in the event of a breach of the obligations of confidentiality by the Recipient, damages
may not be an adequate remedy and the Disclosers shall be entitled to apply for appropriate injunctive relief to restrain
any such breach, threatened or actual.
7.4 The Service Partner hereby agrees to indemnify, keep indemnified and hold harmless Company and its officers,
directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action
and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated
therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited
to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs
(calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in
connection with any breach by the Service Partner of any term of this Services Agreement or arising out of any action
brought by any third party relating to the Partner Services provided (or not provided), or actions (or failures to act), of
the Service Partner or any person (other than Company) acting on its behalf, including, without limitation any action
 brought in connection with any Data Protection Legislation, Intellectual Property Rights, or a Customer visit to the
Service Partner's place of business.
7.5 The Service Partner acknowledges that Company enters into this Services Agreement for its own benefit but also as an
agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party”
and, collectively, the “Indemnified Third Parties’”) and that the rights in respect of indemnification set out shall be
rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Services Agreement in its
own right). Such rights shall be enforceable under this Services Agreement by Company as agent for each such
Indemnified Third Party. Notwithstanding the foregoing, the Service Partner and Company may agree in writing to
amend any provision of this Services Agreement without the consent of any of the Indemnified Third Parties, even if
that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.
7.6 This Section shall survive the termination or expiry of this Services Agreement.

8. COVENANTS OF THE SERVICE PARTNER AND THE COMPANY:

The Service Partner covenants with the Company as follows:
a) That it is running its business with compliance to the laws of India/he or she is at least eighteen (18) years of age
managing a registered business or is an authorized signatory of duly incorporated business
b) That it is an independent contractor which has agreed to provide Partner Services (as defined hereinabove) to
customers in accordance with referrals made by the Company and mutually agreed between the Parties from
time to time.
c) That It has all necessary approvals, sanctions, capacity and is properly authorized and licensed to enter into this
Services Agreement and to perform it obligations hereunder.
d) That the execution and delivery of this Services Agreement and the performance of the transactions
contemplated hereby have been duly authorized by it.
e) That it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of
the Partner Services and shall obtain all licenses, consents, authorities, qualifications and insurance it is either
necessary or reasonably prudent for the Service Partner to obtain in respect of all its business activities and
personnel (but especially in connection with the provision of Partner Services).
f) That it shall exercise extreme assiduousness in maintaining high standards of overall work executed for the
Company and its clients. In an event of such standard not being met, the Company can warn the Service Partner
of the faltering standards and has the right to further terminate this Services Agreement thereafter with a 30 day
notice period;
g) That it shall exercise reasonable due diligence and professional skill and care in performance of all his duties,
covenants and obligations under this Services Agreement.
h) That it shall be responsible for timely delivery of Partner Services and shall designate sufficient skilled staff to
complete the same in a time bound manner as expressly agreed between the parties.
i) That it shall further ensure additional staff to complete any additional work provided by the Company, have
necessary training and experience to develop, perform or execute the said work in the manner specified and
expected by the Company.
j) That it shall, in addition to the terms and conditions stated herein, also diligently follow and aide with the rules,
regulations and such other practices, systems, procedures and policies framed, amended, modified or omitted
by the Company from time to time, as codified in the Policy Manual of the Company.
k) That it shall also be governed by applicable law, rules, regulations, and orders having the force of law as may be
applicable to the Company and to him from time to time.
The Company covenants with the Service Partner as follows:
l) That it has full corporate power and authority to execute, deliver and perform this Services Agreement;
m) That the execution of this Services Agreement and the implementation of the terms and conditions
contemplated hereby do not constitute a breach of any agreement, arrangement or understanding, oral or
written, entered into by it with any third party;
n) That the execution of this Services Agreement does not violate any statute, regulation, rule, order, decree,
injunction or other restriction of any governmental agency to which it is subject or any of the provisions of its’
constitutional documents.
Any breach of the covenants detailed in this Section will be a material breach of this Services Agreement.

9. CUSTOMER SERVICE AND COMPLAINTS

The Service Partner agrees and consents that
a) It shall use best endeavors to provide top quality Partner Services to the Company and shall promptly deal with
any enquiries, matters or issues relating to enrolment of candidates for part time, formal and informal training
programs provided by the Company, including dealing with Customer complaints;
b) It shall be directly responsible to the customers for any failure to fulfill the customer’s expectations or for any
other legal liability which arises in respect of the Partner Services, excepting for cases where such liability arises
as a result of Company’s negligence-
 c) It shall acknowledge all complaints and shall respond to the relevant customer within 48 hours of the Service
Partner’s receipt of a complaint, whether the complaint has come directly from the Customer or via Company.
d) It shall make all efforts to reach a resolution to any complaints within 14 days, and must notify Company of any
correspondence between the Service Partner and the Customer relating to the complaint and generally keep
Company apprised of its progress and the status of the complaint.
e) The Service Partner hereby acknowledges and accepts that the Company shall be maintaining a reviewing
platform, upon which customers may post publicly viewable reviews about their experiences with the Service
Partner (particularly in relation to the Partner Services). The Service Partner further acknowledges that a
selection of reviews from preceding months can also be made available on the website of the Company (if
applicable). The Service Partner should note that this platform may not be opted out from, and may from time to
time contain negative reviews and/or feedback from Customers, which is outside Company’s control.

10. NON-COMPETITION
The Service Partner hereby acknowledges that during the course of his/her/its engagement/association with the
Company, he/she/it will become familiar with the Company’s trade secrets and with other confidential information
concerning the Company and its group companies and that the Partner Services will be of a special, unique and
extraordinary value to the Company. Accordingly, the Service Partner hereby agrees that, he/she/it shall not, for a
period of twelve (12) months following the termination of this Services Agreement, directly or indirectly, by himself or
through any affiliate,
a) Own (including owning any shares in any entity), manage, control, participate in, consult with, finance, render
services for, or otherwise engage in any business competing with the business of the Company or its group
companies within India, or with an intent to compete with the business of the Company or its group companies
within India;
b) Engage in, continue in or carry on any business which competes with the Company in the Company's Business or
which is substantially similar thereto;
c) Consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or
other business organization which is now or becomes a competitor of the Company if the principal purpose of
such consultation, advice or assistance is to permit such corporation, partnership, firm or business organization
to compete with the Company in the Company's Business, including, but not limited to, advertising or otherwise
endorsing the products of any Competitor of the Company for such purpose; soliciting customers or otherwise
serving as an intermediary for any such competitor of the Company for such purpose; loaning money or
rendering any other form of financial assistance to or engaging in any form of business transaction with any
competitor of the Company for such purpose;
d) Undertake any business with or solicit the business of any person, firm or company who shall have been a
customer or partner of the Company and with whom any executive of the Company or its subordinates has dealt
with during the then immediately preceding 12 months which might adversely affect the Company's business
relationship with such customer or partner, unless such solicited business relates to the Company's Business; or
e) Engage in any practice, the purpose of which, is to evade the provisions of his covenant not to compete.

11. NON-SOLICITATION
Throughout the term of the Service Partner’s association/engagement by the Company and for a period of twenty-four
(24) months following the termination of this Services Agreement, he/she/it shall not, directly or indirectly, solicit or
attempt to solicit any existing client or vendor of the Company or employ, solicit for employment, or advise or
recommend to any other person, firm or corporation any personnel of the Company. The Service Partner hereto also
agrees that the Company may suffer irreparable harm from a breach of the covenants or agreements contained in this
Clause, and that monetary damages may be inadequate to compensate the Company for any such breach. Accordingly,
the Service Partner shall agree that in the event of any breach of this Clause, the Company or its Affiliates, successors or
assigns shall be entitled to temporary and permanent injunctive relief to enforce or prevent any violations of this Clause
and that such relief may be granted without the necessity of proving actual damages. Such injunctive or equitable relief
shall be in addition to and not in lieu of any right to recover money damages for any such breach.

12. CONFIDENTIALITY
12.1 Both Parties acknowledge that they shall, in the course of performing their responsibilities under this Agreement, be
exposed to or acquire Confidential Information of the other Party or its Affiliates (collectively the “Disclosers”) or their
clients or to third parties to whom the Disclosers owe a duty of confidentiality. Both Parties agree to hold the
Confidential Information in strict confidence and not to copy, reproduce, sell, assign, licence, market, transfer or
otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes
whatsoever other than the performance of this Agreement.
12.2 Both Parties shall not publicize, disclose or allow disclosure of any information about the Disclosers, their present or
former directors, officers, employees, agents or clients, their or their business and financial affairs, personnel matters,
operating procedures, organization responsibilities, marketing matters and policies /procedures, with any Person, or
take any other action seeking to publicize or disclose any such information in any way likely to result in such
 information being made available to the general public in any form, including books, articles or writings of any other
kind, as well as film, videotape, audiotape or any other medium.
12.3 Both Parties shall ensure that access to Disclosers is given only on a need to know basis to such employees and other
personnel who are directly involved with carrying out the Services, in furtherance of the Agreement; they will ensure
that such employees or other personnel who have access to the Disclosers are bound by and adhere to the same
standards of security and confidentiality as are applicable to them , whether by way of executing separate
confidentiality agreement with each such employee or otherwise.
12.4 In the event either Party subcontracts its obligations under the Agreement, it shall ensure that the sub- contractor
abides by and is subject to the terms and conditions of this Agreement.
12.5 If any of the Parties, their employees, sub-contractors, agents representatives or other Person exposed to Confidential
Information in accordance with the terms of this Agreement (the "Recipient") is/are requested to disclose all or any
part of any Confidential Information or Disclosers under a summons or inquiry issued by a court of competent
jurisdiction or by a judicial or administrative agency or similar Person or which is otherwise required to be disclosed by
law, statute or regulation, the Recipient shall disclose the same for the reasons herein mentioned in this clause and
shall immediately notify the other Party of the existence, terms and circumstances surrounding such request.
12.6 Confidential Information shall not include information that is:
(a) in or becomes part of the public domain other than by disclosure by the Recipient in violation of this
Agreement;
(b) demonstrably known to the Recipient previously, without a duty of confidentiality;
(c) independently developed by the Recipient outside of this Agreement;
(d) rightfully obtained by the Recipient from third parties without a duty of confidentiality; or
(e) which is required to be disclosed by law, statute or regulation.
12.7 Both Parties shall ensure that they have in place, requisite technical and organizational measures that are necessary
and aimed at protecting the Disclosers against accidental or unlawful destruction or accidental loss, alteration,
unauthorized disclosure or access, and against all other unlawful forms of processing.
12.8 Both Parties will ensure that except as otherwise expressly authorized by the other Party, they will not make any copies
or duplicates of the Disclosers otherwise than for the intended purpose as stated in this Agreement.
12.9 Both Parties confirm that if any unauthorized use or disclosure of the Disclosers, or breach of the Agreement occurs and
is within the knowledge of the Party, or the Party subsequently becomes aware of the unauthorized use or disclosure or
breach of the security measures, as the case may be, they shall immediately report the same to the other Party. They
shall provide a detailed report of such breach as requested by the other Party.
12.10 That reasonable steps will be taken to delete information on any specific Disclosers, on obtaining the specific written
request from the other Party, within 15 (fifteen) days of such a request.
12.11 Upon the termination of the Agreement (or earlier if requested by the other Party), both Parties shall return to the
other, all copies of documents, papers or other material which may contain or be derived from the Confidential
Information, which are in their possession or control, within 30 (thirty) days of such a request being received by the
other Party, together, if requested, with a certificate signed by them in form and substance satisfactory to the other
Party, stating that all the Confidential Information has been returned.
12.12 Confidential Information shall be used by both Parties exclusively in connection with the performance of Services now
or in the future to be performed by them under this Agreement.
12.13 Both Parties will hold Confidential Information in strict confidence and will not, nor will they permit any agent, servant
or employee to, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose
Confidential Information to any person, company or corporation, including any partner or employee of the Parties who
does not have a need to know the Confidential Information.
12.14 Upon the termination of the services to be performed by them (or earlier if requested by the other Party) both Parties
shall return to the other, all copies of documents, papers or other material relating to the other Party or obtained or
developed in the course of performing services for the other Party.

13. TERMINATION
13.1 Unless terminated earlier pursuant to the terms hereof, this Agreement shall continue in force during the Initial Term
and Additional Term, if any,
13.2 Without prejudice to any other rights or remedies which it may have, either Party shall be entitled to terminate this
Agreement forthwith by notice if:
(a) the other Party shall have committed a Breach of this Agreement and either such Breach is incapable of remedy
or shall continue un-remedied for thirty (30) days after a notice specifying the breach and requiring the same to
be remedied has been given to the defaulting Party; or
(b) if (save in relation to a re-organization, re-construction or amalgamation not affecting the credit-worthiness of
the other party):
(i) an order is made or resolution is passed for the winding-up of the other Party or if a provisional
liquidator is appointed in respect of the other Party;
(ii) a receiver (which expression shall include administrative receiver) is appointed in respect of the other
Party or all or any of its assets.
13.3 Notwithstanding anything to the contrary contained in this Agreement, either Party may, by giving 90 (ninety) days
prior written notice to the other Party, terminate this Agreement.
13.4 The Company shall be entitled to terminate this Services Agreement with immediate effect by written notice to the
Service Partner if:
a) the Service Partner commits a material breach of any of the provisions of this Services Agreement (as defined
throughout this Services Agreement), and either that breach is not capable of being remedied or, in the case of a
breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice
giving full particulars of the breach and requiring it to be remedied; or
b) the Service Partner is in persistent non-material breach (whether remediable or not) of any of the provisions of
this Services Agreement;
c) the Service Partner goes into liquidation (except for the purposes of amalgamation or reconstruction and in such
manner that the Company resulting there from effectively agrees to be bound by or assume the obligations
imposed on that other party under this Services Agreement);
d) an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Service
Partner;
e) the Service Partner makes any voluntary arrangement with its creditors or becomes subject to an administration
order;
f) anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Service
Partner; or
g) the Service Partner ceases, or threatens to cease, to carry on business.
Provided further that pursuant to termination of this Services Agreement:
h) The Service Partner shall have no further right to act on behalf of the Company;
i) The Service Partner cannot be engaged as an individual/investor/shareholder or in any capacity in any activity
that is competing in nature with the Company’s Business-
j) the Service Partner will immediately deliver to the Company, all correspondence, manuals, orders, letters,
notices, notebooks, reports, programs, proposals and any documents and copies concerning the Company’s
customers or concerning products or processes used by the Company and will promptly deliver to the Company
any and all other documents or material containing or constituting Confidential Information.
k) Termination of this Services !greement, however arising, shall not affect any of the parties’ rights and remedies
that have accrued as at termination.

14. CONSEQUENCES OF TERMINATION

14.1 Following service of a notice pursuant to Clause 9.3 terminating this Agreement, but prior to the effective date of such
termination, each Party shall continue to abide by the terms and conditions of this Agreement in effect at such time
and comply fully with its obligations hereunder and it shall not in any way hinder or interrupt the performance of this
Agreement during any period between the date of service of a termination notice and the date of actual termination.
In addition, both Parties shall return all Confidential Information as well as other documents, material and other
property belonging to the Disclosers which may be in their possession or any of its personnel within 30 days from the
date of termination of the agreement. Both Parties shall fully cooperate with each other and their third party service
providers to endeavor a smooth transition of the provision of Services to the other Party or an alternate third party
service provider.
14.2 On termination of this Agreement for whatever reason:
(a) Both Parties shall render an invoice in respect of any Services performed since the date of the last invoice; and
(b) Both Parties shall pay the undisputed amounts of such invoice in accordance with the provisions of this
Agreement.
14.3 Termination shall be without prejudice to any rights or remedies either Party may have against the other in respect of
any antecedent breach of the terms of this Agreement.

15. ARBITRATION
15.1 If any dispute arises amongst Parties hereto during the subsistence of this Agreement or thereafter, in connection with
the validity, interpretation, implementation or alleged breach of any provision of this Agreement or regarding a
question, including the questions as to whether the termination of this Agreement by either Party has been legitimate,
the Parties shall endeavor to settle such dispute amicably.
15.2 In the case of failure by the Parties to resolve the dispute in the manner set out above within 30 days from the date
when the dispute arose, the dispute shall be referred to a panel of three arbitrators, with both Parties appointing one
arbitrator each and the arbitrators so appointed nominating a third arbitrator. The place of arbitration proceedings
shall be Kolkata, West Bengal, India. The arbitration proceedings shall be governed by the Arbitration and Conciliation
Act, 1996 and shall be conducted in the English language. The arbitrators shall also decide on the costs of the
arbitration proceedings.
15.3 The arbitrator's award shall be substantiated in writing and the award shall be enforceable in the competent courts at
West Bengal, India.
15.4 The provisions of this Clause shall survive termination of this Agreement.
16. NOTICES
16.1 Any notice and other communications provided for in this Agreement shall be in writing and shall be first transmitted
by electronic transmission, and then confirmed by postage, prepaid registered airmail or by internationally recognised
courier service, in the manner as elected by the Party giving such notice to the following addresses:

(a) In the case of notices to the Service Partner:

Address: Office No A 36, A Wing, Dhareshwar Krupa Appartment, Garmal, Dhayari Road, Lane No 17A, Near
Nikhil Driving School, Dhayari, Pune, Maharashtra 411041
Attention: BHARTI SHARMA
Telephone: 8180909118
Email: [email protected]

(b) In the case of notices to the EduBridge:

Address: #501, Sapphire, S. V. Road, Khar (west) Mumbai, Maharashtra India,400052
Attention: Girish Singhania – Founder & CEO
Telephone: 18001201193
Email: [email protected]

16.2 All notices shall be deemed to have been validly given on (i) the business date immediately after the date of
transmission with confirmed answer back, if transmitted by electronic transmission, or (ii) the business date of receipt,
if transmitted by courier or registered airmail.
16.3 Either Party may, from time to time, change its address or representative for receipt of notices provided for in this
Agreement by giving to the other Party not less than 30 days’ prior written notice.

17. MISCELLANEOUS
17.1 Reservation of rights
No forbearance, indulgence or relaxation or inaction by a Party at any time to require performance of any of the
provisions of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require
performance of that provision. Any waiver or acquiescence by a Party of any breach of any of the provisions of this
Agreement shall not be construed as a waiver or acquiescence of any right under or arising out of this Agreement or of
the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Agreement.
17.2 Severability
The Parties agree that the covenants, obligations and restrictions in this Agreement are reasonable in all circumstances.
In the event that any of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, the validity, legality, or enforceability of the remaining provisions
contained in this Agreement will not be in any way affected or impaired by such a finding.
17.3 Assignment
No Party shall be entitled to assign, sub-contract, transfer or otherwise deal with this Agreement or any right or
obligation under this Agreement without the prior written consent of the other Party.
17.4 Amendments
No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid
or binding unless made in writing and duly executed by both Parties.
17.5 Entirety
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof to the
exclusion of all other understandings and assurances, either written or oral.
17.6 Counterparts
This Agreement has been executed in duplicate, each of which shall be deemed to be an original, and shall become
effective when the Parties have signed both the sets.
17.7 Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India. Subject to Clause 12
(Arbitration) of this Agreement, the courts at West Bengal, India shall have exclusive jurisdiction over any claims, disputes,
differences and/or any other matter/issue in relation to this Agreement.
17.8 Costs
Save as otherwise provided in this Agreement, each Party shall bear its own costs (including Taxes) and expenses
incurred in connection with the execution of this Agreement and all transactions herein envisaged. Stamp duty on this
Agreement shall be borne equally by both Parties.
17.9 Non-exclusivity:
 Nothing in this Agreement shall be construed as creating any obligations of exclusivity on the Parties. The Parties shall,
at all times, be entitled to enter into similar arrangements with other third parties for the purpose of
procuring/providing services similar or identical to the Services.
17.10 Non-Solicitation. (To be agreed based on partner)
Both Parties agree that during this agreement or for a period of one (1) year after termination of this Agreement, they
shall not employ, solicit for employment, or recommend for employment any person employed by the other Party,
unless agreed mutually.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

BY THE "SERVICE PARTNER" BY THE "EDUBRIDGE"

___________________________________________ EDUBRIDGE LEARNING PVT LTD

Through its authorised signatory Through its authorised signatory
Name: BHARTI SHARMA Name: ________________________________
Designation: ____ Director ___ Designation: ___________________________
 Annexure 1

DESCRIPTION OF THE SERVICES AND CHARGES

This Annexure describes the Services to be provided by the Service Partner to EduBridge as per Services Agreement between the
EduBridge and the Partner.

1. SCOPE OF WORK (“SERVICES”)

Service Partners providing Placement and Other Local Management Services to EduBridge:
1. The Service Partner will engage with the youth that would have undergone training through EduBridge for providing
placement related services.
2. The Service Partner shall support in identifying recruiters for recruitment of the youth. However, the recruiters will be
permitted after getting certified by the Company on its portal - ELITE.
3. The Service Partner will be responsible for the placements of the students as per the scheme requirements or 70% of the
students provided by EduBridge. In case there is a financial impact which is faced due to noncompliance of placement
targets or placement documentation then the Service Partner will be borne the impact completely and his accounts to
that effect would be debited.
4. Any marketing or other material that the Service Partner uses for any activity needs to be either as per company norms
or needs to be approved by the relevant authority in the company in writing.
5. All documentation should be done through Company website with Partner Code. In situations where partner code is not
used, the said placement would not be considered to be facilitated by the service partner.
In addition to the above scope, considering that the Service Partner also has local presence in the geography where project is
implemented, the Service Partner will provide local operational and such support as per company requirement and as agreed
upon with the company time to time.

2. Program Commercials

1. Commercials
1.1 For providing Placement and Related Services:
Per Student Payment Terms
Course Cycle
Amount
Can be raised after Placement of the student
and verification is completed on ELITE.
Following method would be adopted for
Business Correspondent Business qualification under this tranche
Monthly Rs. 1250.00
Facilitator (BCBF) 1. Placement and Verification >70% of
incepted candidates – Tranche for all
candidates
2. Placement and Verification between 50-
69% of the incepted candidate – Pro-rate
for students who have been placed.
3. Placement and Verification <50% - No
NA Monthly NA payment
What shall constitute to be called
placements and the verification process has
been detailed as part of annexure 2.
1.2 For providing Other Services:
Per Student Payment Terms
Course Cycle
Sharing
NA Monthly NA Same as 2.1
NA Monthly NA

All the above rates are inclusive of all applicable taxes and will be subject to TDS deduction
Only those candidates that have enrolled using the Coupon Code provided to the Service Partner will be considered
eligible for payout to the Service Partner
Only the data from ELITE will be considered and used for all calculations for the Service Partner’s payout.
 Annexure 1

3. INVOICE

Service Partner will issue a monthly invoice statement to the Company (the “Invoice Statement”) which will include, among other
things, the following contents:
1. Number of successful enrolment of candidates;
2. Details of Service Fees payable to the Service Partner by the Company; and
3. Details pertaining to any extra Partner Service provided by the Service Partner to the customers pursuant to the receipt
of instructions from the Company.

All payments due from the Company to the Service Partner shall be made via bank transfer using the bank details provided by the
relevant parties. The Service Partner agrees to fully indemnify the Company and hold Company harmless against any losses,
damages or claims arising out of the Service Partner’s failure to notify Company of a change of bank account details, including but
not limited to any Bank Charges incurred by Company as a result.

In the event of a dispute between the Company and the Service Partner, any undisputed amount of Service Fees will be paid in
accordance with this Section. The Service Partner must notify the Company of its disagreement within 14 days of receipt of the
Invoice Statement setting out in detail the reason. If the Service Partner fails to do so, the Invoice Statement shall be deemed
accepted by the Service Partner.

In the event of fraudulent or alleged fraudulent activities by the Service Partner or if Company is required by law, court order,
governmental instruction, arbitrational decision to make a refund, of all or part of the fees in relation to training sessions
conducted by the Company, the Company reserves the right to claim a repayment from the Service Partner of any amount required
to be repaid by Company to the customers and for any Bank Charges relating thereto.

Further details on the process and roles and responsibilities are part of the policy document including Standard Operating
Procedures as Anenxure 2, which deals with the ‘Partnership Opportunity for EduBridge Partners’ and is integral part of the
arrangement between both the parties. The said document has been shared with the Service Partner. Updated versions, if any, of
this document will be rolled out to the Service Partner as per requirement and the latest document will be applicable thereafter.

4. Claim Process

 Service partner to raise Monthly (target vs actual) Invoices through the EP Claim Form.
 Claim Form along with an Invoice must be raised to the respective Edubridge Representative assigned to the Partner
within the 5th of each month for the dues of the previous month. No older month claims will be accepted.
Annexure 1