MEMORANDUM OF UNDERSTANDING (MOU)

BETWEEN Microsoft India (R&D) Pvt. Ltd., through its Microsoft India Development Centre
division, a company registered under the Companies Act, 1956, with its registered office at F-40,
South Extension- Part I, New Delhi- 110049, India, and having its principal office at Building #3,
Microsoft Campus, Gachibowli, Hyderabad, AP-500042, ("MSIDC");
AND Mr/Ms _____________, s/o d/o w/o ___________, aged ____ years, currently residing at
_____________, permanent address: ______________ (Participant).
Participant and MSIDC are individually referred to as Party and collectively referred to
hereinafter as the Parties.
WHEREAS, Microsoft Corporation is a developer, manufacturer, distributor and publisher of
software technologies, and Microsoft India (R&D) Pvt Ltd, is a wholly owned subsidiary of
Microsoft Corporation;
AND WHEREAS, MSIDC wishes, among other things, to promote student innovation by
conducting workshops, hands on sessions, followed by appathons where students build apps on
Microsoft platforms and tools. Participant has been identified as a potential high performer with
deep interest in development of apps through the appathons conducted by MSMSIDC in their
college campus;
AND WHEREAS, Participant is a student of [name of institute], and has shown keen interest in
software apps development;
AND WHEREAS, This Memorandum of Understanding (MOU) describes the vision and
proposed direction for the engagement of MSIDC with Participant for MSIDCs Academia
Accelerator Program (the Project);
AND WHEREAS, MSIDC and Participant have agreed to enter into MOU to record their present
state of agreement in principle in respect of the Project
THE PARTIES AGREE AS FOLLOWS
1. Objective
This MOU sets forth the current intentions of the parties with respect to the participation of the
Participant in the Project.
2. MSIDC Role
a. MSIDC Academia Accelerator Project involves providing access to an Online Forum to
selected students with keen interest in software apps (Online Forum). The Participant is one
such selected student and would be given access to the Online Forum, upon execution of this

MOU. The Participant shall also be governed by the terms outlined in the Online Forum and
agrees to follow the instructions outlined therein.
b. The proposed duration of the Project is approximately three months and the timelines shall
be as communicated on the Online Forum. The endeavor of the Project is to assist and fine tune
the participants (Including the Participants) ideas for development of software apps.
c. Technology Assistance. MSIDC will endeavor to provide Participant with reasonable technical
assistance in using any Microsoft software products and online services, as specified in the MOU,
and will also endeavor to put Participant in contact with relevant Microsoft engineering
mentors/Microsoft approved training partners, who are part of the Online Forum.
d. Third parties. MSIDC may in the course of the Project introduce Participant to third party
professionals, from whom Participant may seek guidance on market trends, etc. Please note that
MSIDC is not recommending or endorsing any such third parties, and cannot be liable for any
services Participant may choose to obtain from them.
3. Participant Role
Participant shall:
a. Participate in the Project and shall comply with all obligations hereunder and also as may be
contained in the Online Forum;
b. Adhere to the timelines stipulated in the Online Forum and participate in all the activities
required to be undertaken by Participant therein;
c. Not share the access to the Online Forum with any third party;
d. During and at the end of the agreed Project period (typically not exceeding 4 months), the
Participant will present their idea and demonstrate the code as may be requested by MSIDC;
e. Observe all guidelines communicated by MSIDC team on the Project operation;
4. Interactions between MSIDC and Participant
i. Online Resources. MSIDC may provide access to Online Forums or other resources to the
Participant. MSIDC employees may periodically interact with Participant during the Term,
interview Participant, and record portions of such interviews by video camera or other means
and use them in Microsoft channels or forums. Participant will ensure MSIDC does not view or

record any confidential information. Any recording that is not disapproved at the time it is made
is a Permitted Recording.
ii. Artefacts. Participant may provide MSIDC team with diagrams, presentations, or other
materials to illustrate Participant software and online services needs or how Participant use
Microsoft technology to develop and deliver Participant own products and services (Artefacts).
iii. Feedback. Participant may provide MSIDC team with suggestions, feedback, ideas or knowhow relating to the Project or Microsoft technologies (Feedback).
iv. Marketing materials. MSIDC may publicize Participant participation in the Project. MSIDC may
also create marketing materials such as case studies, articles and videos regarding Participants
participation in the Project, Participant use of Microsoft technologies, or other promotions for
the Project (Marketing Materials). Participant agrees to cooperate with MSIDC in the creation
of Marketing Materials.
v. Blogs. Either party may blog about Participant participation in the Project as contemplated
herein (Blog(s)) subject to Section #12 (Confidentiality), without the other partys prior
approval, unless such Blog includes a quote from, or identifies any employee of, the other party,
in which case, such party will obtain the other partys permission to use the other partys
employee quote(s) and/or employee name(s). Each party agrees to correct any errors or
inaccuracies in a Blog within a reasonable amount of time upon written notice from the other
party.
5. IP rights.
i. MSIDC makes no claim of any ownership in Participant work product resulting from provision
of access to the Project benefits to Participant.
ii. Participant provision of any information (excluding written information clearly marked
confidential to Participant), Artefacts, Feedback or Marketing Materials on the Online Forum or
otherwise in connection with the Project, and the participation of any of Participant in Permitted
Recordings or Marketing Materials (collectively, Input), is purely voluntary. At all times,
Participant owns all rights in any input Participant provides. Subject to the foregoing, MSIDC
owns the copyrights in any Permitted Recordings and Marketing Materials.
iii. No joint development. The parties do not intend that there will be any joint development or
creation of any intellectual property under or in connection with this MOU and/or the Project.
6. Term and Termination
This MOU will commence on May 1, 2015 and shall automatically terminate on expiration of
Online forum. Either party may terminate this MOU at any time upon seven (7) days prior written
notice to the other party, with or without cause, and without liability of any kind to the other

party. Upon termination of this MOU, each Party agrees to return all properties (eg. content,
technology, software, documentation etc) owned by the other party or to which some other
party is entitled.
7. Expenses
Each party shall bear its own costs and expenses incurred in connection with the performance of
their respective obligations under this MOU. MSIDC does not promise or guarantee to provide
any free software or free services (online or otherwise) to the Participant.
8. Participant representations and warranties.
Participant represents and warrants that, he/she has the full right and power to enter into and
perform according to the terms of this MOU, and his participation and/or performance will not
violate any agreement or obligation between him and any third party. Participant understands
that MSIDC may withdraw access to Online Forum and/or other support envisaged herein, if the
Participant violates any of the terms outlined in the Online Forum or herein.
9. Indemnity and Limitation of liability
Neither party will be liable to the other for any loss (whether direct or indirect) of profits, data,
business or anticipated savings, or due to business interruption. In addition, there is no liability
for any indirect, consequential, punitive, incidental or special damages arising out of or related
to this MOU (whether for Project benefits, termination or otherwise). Participant will defend,
indemnify and hold MSIDC harmless from any third-party claims (including, without limitation,
reasonable attorneys fees) arising from Participants participation in the Project
10. Right to Use Name / Public Announcements
Neither Party may use the name of the other Party as a reference in negotiations with third
parties; or in press releases or other public notifications, except with the prior written consent of
the other Party or as permitted herein.
11. Non-exclusivity
This MOU is non-exclusive and the parties shall be free to enter into agreements with other
parties covering cooperation on technologies and products within the scope of this MOU.
12. Confidentiality
Any confidential information that the Participant provides to MSIDC will be subject to the terms
of this MOU. Any confidential information the Participant provides to a third party will be
subject to whatever arrangements Participant has put in place with such third party, and MSIDC
is not responsible for any such third partys use or misuse of Participants information.

Participant agree to not provide MSIDC with any input or other information that Participant
considers to be Participants confidential information. However, if Participant provides any
source code to MSIDC for debugging or other assistance, then MSIDC use will be limited to
providing Participant such assistance. Participant agrees that MSIDC and MSIDC affiliates will be
immune from any claims, such as of copyright infringement or unjust enrichment, arising from
MSIDC exposure to such source code, so long as MSIDC personnel do not intentionally copy,
use or distribute any of Participant code for any other purpose. Participant agrees that any
intellectual property developed by employees, contractors, affiliates or partners of MSIDC (such
as software, apps, services, etc.) without reference to Participant code, shall not be deemed to
be a violation of Participants intellectual property rights. (Confidential Information means all
non-public and confidential documentation, technical and business information and/or
intellectual property, in whatever form recorded of either Party.)
12. Effect of the MOU
This MOU contains all of the current mutual intentions of the Parties in respect to the matters
referenced herein. Neither the Participant nor MSIDC shall have any legal obligation under or by
virtue of this MOU, including any obligation to enter into any other contract to provide any
services, or to disclose any information, or to jointly conduct any marketing activities, or to make
any investment, or pay any consideration or compensation, whether or not expressly described
herein.
13. Governing Law
The validity and interpretation of this MOU shall be governed by the laws of India. If any dispute
arises out of this MOU between the Parties, then the Parties shall resolve that dispute by
negotiations in good faith. If the dispute cannot be resolved within fifteen (15) days of
commencement of negotiations, then the same will be referred to arbitration. The arbitration
tribunal shall comprise of sole arbitrator, who shall be nominated by the Managing Director of
Microsoft India R&D Private Limited. Such arbitration shall be governed by the Arbitration and
Conciliation Act, 1996. The arbitration proceedings shall be in the English language. The venue
of arbitration shall be Hyderabad, India. The arbitral award shall be final and binding upon the
Parties, and each Party agrees to bear its own costs of arbitration and to equally share the fees
of the arbitration tribunal, unless the arbitration tribunal decides otherwise. Subject to the
preceding, the appropriate courts of Ranga Reddy District shall have exclusive jurisdiction.
14. Amendments or modifications
No amendment or modification to this MOU may be made except as agreed in writing by
authorized representatives of both the Parties.
15. Notices
All notices required to be given under this MOU shall be in writing and may be served in person,
sent by pre-paid mail to the Partys address as set out in this MOU.

16. Relationship
The relationship, between the Parties shall always be on a principal to principal basis and
nothing herein contained shall construe either Party to be the agent or representative of the
other. Nothing in this MOU will be deemed to constitute or create a joint venture, partnership or
other formal business entity or fiduciary relationship between the Participant and MSIDC.
17. Entire Agreement
This MOU supersedes all prior discussions and understandings (whether oral or written,
including all correspondence) between the Parties with respect to the subject matter of this
MOU, and this MOU constitutes the sole and entire understanding between the Parties with
respect to the subject matter hereof.
IN WITNESS WHEREOF the Parties hereto have duly executed this MOU as of the Effective Date
[insert Participant Name]
By: _____________________
(signature)
Name:_____________________
(printed)
MSIDC
By: _____________________
(signature)
Name:_____________________
(printed)
Title: _____________________
(printed)