SERVICE

AGREEMENT
BETWEEN

___________
_______
_______
_______

AND
DADHICH & CO.
DATED

PRIVILEGED & CONFIDENTIAL

This Agreement is made and executed at Mumbai on 04th November 2024, BY AND BETWEEN

an individual/firm/company formed under ; represented By

and having its place of business / registered office at holding PAN No A 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) are as under:
Name Address Contact Details KYC Identification % Holding
Number

AND

DADHICH & CO. a company having its registered office at F323 West Karawal Nagar Delhi - 110094
(hereinafter referred to as the “Company OR DADHICH & CO.”, 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 DADHICH & CO. is a company inter alia engaged in skill development and vocational
training (workforce development) activities since October 2022.
 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 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 programmers; 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 Agreement;
"Party" shall mean either the “Service Partner” or “DADHICH & CO.” and "Parties" shall mean
the “Service Partner” and the
“DADHICH & CO.” 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 organization,
arbitrator, board, or other entity, enterprise, authority, or business organization;
"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 “DADHICH & CO.”
“Service Recipient”, depending on the Services received, shall mean the “DADHICH & CO.” when
relating to the services received by them from the “Service Partner”
“Term” shall mean an Initial Term or an Additional Term, as the case may be; and
"DADHICH & CO. Employees" shall mean such of the DADHICH & CO.'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
organizations 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 notated;
(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 (and “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
regarded 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, authorizations and licenses 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
7.6 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.
7.7 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, license, 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 encumbrance 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 Agreement, however arising, shall not affect any of the parties’
rights and remedies
That has 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 recognized 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:
(b) Attention:
Telephone:
Email:

(c) In the case of notices to the DADHICH & CO.:

Address: DADHICH & CO. F323 West Karawal Nagar

Delhi-110094
Attention: Swatantra Dadhich – Founder & CEO
Telephone: 9310184087
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 "DADHICH & CO."

Through its authorized DADHICH & CO.

signatory Name: Through its authorized signatory
Designation: Name:
Designation:
DESCRIPTION OF THE SERVICES AND CHARGES
This Annexure describes the Services to be provided by the Service Partner to DADHICH & CO. as per Services
Agreement between the DADHICH & CO. and the Partner.

1.SCOPE OF WORK (“SERVICES”)

Service Partners providing Mobilization Services to DADHICH & CO.:

1. The Service Partner shall mobilize youth to enroll and undergo training through various marketing activities
and awareness creation activities. It is the Service Partner’s responsibility to conduct marketing &
awareness creation activities in the local area through which mobilization can be driven.
2. The Service Partner will refer students to DADHICH & CO., who in turn will counsel candidates in
order to provide more information to the candidates and to help in enrolling the candidates.
3. The Service Partner shall comply with the company’s MIS, monitoring, reporting & quality guidelines as
shared by the Company in writing.
4. A minimum target is expected from the Service Partner, as part of this agreement, which has been
enumerated in the policy document, attached as a part of this agreement. In addition, a monthly target
planning would be undertaken by DADHICH & CO. team with the Service Partner.
5. 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.
6. All enrollments should be through Company website with Partner Code. In situations where partner code is
not used for enrolment, the said enrolment would not be considered to be facilitated by the service
partner.
In addition to the above scope, considering that the Service Partner also has the infra required by the company, the
Service Partner will provide center infrastructure (as required) as per company requirement and as agreed upon
with the company.

Program Commercials

1. Target - As per discussions between DADHICH & CO. and the Service Partner, a target enrolment figure will
be shared by the 1st of each month, which the Service Partner will be expected to meet in the month.

2. Commercials
2.1 For providing Mobilization and Related Services:
Project Per Student Payment Terms
Cycle
Amount
DADHICH & CO.
(Voice-Over Monthl Rs. Full Payment Paid After Assessment
Artist)Media y 800.00 Between 35 to 45 Days
And
Entertainment
Skills Council

All the above rates are inclusive of all applicable taxes and will be subject to TDS deduction
 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 session s 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.

3.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 DADHICH & CO. 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.

Signatures

Date Signatur
: e:

Date Signatur
: e: