Sinhagad Road, Pune - 411051

COORDINATOR AGREEMENT

CCOORDINATOR AGREEMENT

This COORDINATOR AGREEMENT (the “Agreement”), dated as of the ……….. of …………………….., ……, by and between Mind Movers Online Education Systems (the “System”) and

Mr/Mrs. _________________________ called “Coordinator” below.

WHEREAS, the System is engaged in the business of providing Online Exam and Education related to Primary & Secondary School students.

  1. Introduction
  2. Subject to the terms and conditions hereof, the System hereby appoints you as the Coordinator for the Systems exclusive project named Maharashtra Pradnya Shodh Pariksha (MPSP) as its sales and marketing Coordinator with respect to the marketing, sale and/or licensing of the Systems registrations and services in the Territory (as hereinafter defined), and the Coordinator hereby accepts such appointment. For purposes hereof, "Territory" shall mean ……………………………..

  3. Term
  4. This Agreement shall commence on the date June 1, …………….. and, unless sooner terminated by mutual consent or in accordance with this Agreement, shall have an initial term ending May 31, ……………... The initial term shall be automatically extended for an additional term of one year, unless either party otherwise notifies the other party at least 120 days prior to the end of the initial term, and, if so extended, this Agreement shall terminate on May 31, ……………………, unless sooner terminated by mutual consent or in accordance with this Agreement.

  5. Coordinator's Duties and Obligations.
  6. In addition to such other duties and obligations as are set forth in this Agreement, the Coordinator shall:

    1. Maintain a contact address and contact number and devote its time in part or full for the business and best efforts to the promotion of the Systems interests and the sale and/or licensing of its registrations or Services to the schools and parents within the Territory which he is assigned.

    2. Solicit and encourage the continued demand for MPSP by schools, principals, teachers and end-users in the Territory (collectively, "user") of the System and render such assistance as the System may require to enable the System to determine the acceptability of any new users.

    3. Develop and coordinate the schools for the Systems registrations in the Territory in accordance with the provisions of Section 7 hereof.

    4. Promptly transmit to the System all registrations of the students either solely or from the schools taken or received by the Coordinator.

    5. Assist the System in providing installation, training and support services to school coordinators and any end-user.

    6. Render any reports concerning current and prospective users, conditions within the Territory and related matters as may from time to time be reasonably requested by the System.

    7. Develop marketing and sales materials appropriate for use in the Territory, including modification of the Systems sales and marketing materials subject to the Systems approval of such materials.

    8. Cooperate with the System in the sales and marketing of the Registrations to users in the Secondary Territory as reasonably requested by the System.

    9. Fully and promptly answer all communications from the System and its Users.

    10. Keep the System advised of any complaints made by Users or others as to the Registrations.

    11. Render all assistance as the System may reasonably request with respect to credit and collection matters.

    12. Furnish to the Systems finance department any information that it may have from time to time relative to the financial condition of the Systems Users.

    13. Solicit orders for Registrations and Services within the Territory at the fees furnished to the Coordinator by the System from time to time in the Systems Fee on the standard terms and conditions specified from time to time by the System (except as set forth in Section 6 hereof).

    14. FAt all times abide by the Systems policies as communicated to the Coordinator by the System and communicate such policies to the Users.

  7. The Systems Duties and Obligations
  8. The System shall provide Users with the Registrations and customer support. The System shall bear responsibility for collection of all Customer payments. The System agrees to assist the Coordinator by providing an adequate information of the exam and promotional brochures at no charge to the Coordinator. The System also agrees to provide to the Coordinator a demonstration app of the Registrations. Registrations training and advertising support will also be provided by the System at no charge to the Coordinator at the Systems discretion.

  9. Customer Database and Reports.
  10. (a) The Coordinator will develop and maintain on behalf of the System a database (List of schools) of information of Users and potential Users. The database shall at all times be the property of the System. The Coordinator will provide the System with a copy of the database at the end of each quarter and upon the request of the System. Upon termination of this Agreement, the Coordinator will deliver all copies of the database to the System.

    (b) The Coordinator shall submit to the System on a timely basis all reports required from time to time to be submitted in connection with the Coordinator's performance of this Agreement, including but not limited to, the following:

    (i) A contact report with respect to all significant calls, and other information regarding the Users or the Territory.

    (ii) The Coordinator shall promptly forward to the System copies of all proposals made by the Coordinator on behalf of the System to Users or prospective Users in the Territory. The System reserves the right to change the specifications of any and all Registrations, remove any or all Registrations from the market.

  11. Customer Quotes.
  12. The Coordinator may provide discounts for the Registrations at fees no less than the Systems then-current fees and on the Systems standard terms and conditions. Any proposal at other fees or terms and conditions must be approved in advance by the System. The System will provide the Coordinator with copies of its fees, configuration guides, updates and any other tools it has for use in preparing quotations.

  13. School Network
  14. The Coordinator may solicit orders directly from Users. In addition, the Coordinator will develop on behalf o(a) All registrations by the System (except as set forth in Section 6) shall be at fees and upon terms established by the System and the System shall have the right, from time to time in its sole discretion and without notice, to establish, modify and amend such fees and other terms and conditions of sale.

  15. Orders, Sale, Price and Payment Terms.
  16. (a) All registrations by the System (except as set forth in Section 6) shall be at fees and upon terms established by the System and the System shall have the right, from time to time in its sole discretion and without notice, to establish, modify and amend such fees and other terms and conditions of sale.

    (b) All the registrations made by any user or school will have to pay the fees with 18% GST applicable for the service provided by the system.

    (c) All registrations are subject to acceptance by the System at its registered office. The System reserves the right in its sole discretion to accept or reject any such registration, or to allocate the authenticity of any Registrations, without incurring any liability to the Coordinator for commissions, damages or otherwise. The System further reserves the right to withdraw any Registrations from sale or license, at any time and without notice, without incurring any liability to the Coordinator for commissions, damages or otherwise, notwithstanding that orders for withdrawn Registrations may have been accepted prior to such withdrawal. The System shall send the Coordinator a copy of all acceptances or rejections sent by it to Users with respect to registered orders procured by the Coordinator.

    (d) The System shall invoice all Users directly. All payments due from Users shall be made directly to the System. In the event payment for registrations is made by any Customer to the Coordinator, the Coordinator shall immediately forward such payment to the System.

    (e) It is further expressly agreed that the Coordinator has no authority to accept the return of, or make any allowance with respect to, any of the Registrations without the Systems prior written consent.

  17. Deposits, Commissions and other Compensation
  18. (a) The System shall pay to the Coordinator, as compensation in a slab for the value generated by coordinating schools and parents through his/her territory during the term of this Agreement, a commission based on Net Registrations Sales (hereinafter defined) of the Systems Registrations and Services to users located within the territory. The commission slab will be for the value generated excluding GST :

    a) From 1 to 500 registrations 10%

    b) From 501 to 1000 registrations 11%

    c) From 1001 to 2000 registrations 12.5%

    d) From 2001 to 3500 registrations 14.5%

    e) From 3501 to 5000 registrations 17%

    f) From 5001 and above registrations 20%

    The term "Net Registrations Sales" as used herein shall mean payments actually received by the System on orders for Registrations and Services accepted by it during the term of this Agreement, after deduction, of TDS as per income tax act 1961. where applicable, for (i) 5% for the Pancard holders , (ii) 20% for the without Pancard holders. The Coordinator shall receive a commission on all registrations issued from within the Territory to the System and accepted by the System during the term of this Agreement. The Coordinator will also entitled to receive a commission with respect to sales made in the Secondary Territory, other than the Territory mentioned.

    (b) A security deposit will be taken at the time of the coordinator registration. The security deposit will be returned to Coordinator after this Agreement has ended if Coordinator has complied with all of the requirements set forth in section 14 below. If the System retains some or all of the security deposit, Coordinator will receive notice within 30 days of Coordinator’s termination of the reasons that some or all of the security deposit was withheld. Any balance remaining of Coordinator’s security deposit will be returned to Coordinator within 30 days of notice.

    (c) Payment of commission shall be made by the System to the Coordinator on or before the 30th day of the month following the calendar quarter of receipt by the System of payment for Registrations from its users. At the time of payment, the System shall furnish the Coordinator with an itemized statement setting forth the computation of commissions.

    (d) In the event of termination of this Agreement for any reason, the System shall be obligated to pay commissions only with respect to Registrations accepted by the System prior to termination of this Agreement. Any adjustments which may be required pursuant to subsection (e) of this Section shall be made notwithstanding any termination of this Agreement. Notwithstanding the foregoing, in the event this Agreement is terminated by the System in accordance with the provisions of Section 15(a)(iii), and if the reason for the change in the organizational structure is the death of a Key Employee (as hereinafter defined), the System will continue to pay commissions for a period of six months after the Termination.

    (e) Notwithstanding anything to the contrary set forth above, there shall be deducted from any commissions due the Coordinator an amount equal to

    (i) commissions previously paid or credited to the Coordinator for Registrations which are thereafter returned by the customer; and

    (ii) The applicable portion of commissions previously paid or credited to the Coordinator for Registrations as to which any allowance or adjustment is credited to the customer for any reason.

  19. Independent Coordinator
  20. It is expressly agreed that the Coordinator is acting hereunder as an independent Coordinator and has no authority to assume or create any obligation or make any representation, guarantee or warranty on the Systems behalf with respect to the Registrations or Services or otherwise.

  21. Non-Competition
  22. While this Agreement is in effect, and for a period of one year after its voluntary termination by the Coordinator or termination by the System after an Event of Default pursuant to Section 14(a), the Coordinator shall not, directly or indirectly, market, sell or promote the sale of, or otherwise commercially deal in or with, any registrations or services within or without the Territory that will then be in competition with, or similar to, the Registrations or Services.

  23. Trademarks, Trade Names; Proprietary Information
  24. (a) The Coordinator agrees

    (i) That it will solicit orders for the Registrations only under the Systems trademarks or trade names.

    (ii) To promptly notify the System of any infringement of any of the Systems trademarks or trade names in the Territory. The Coordinator acknowledges the Systems exclusive ownership of any and all of the Systems trademarks and trade names (whether registered or not) and agrees not to take any action inconsistent with the Systems ownership thereof.

    (b) The Coordinator agrees that both during and after the term of this Agreement it shall keep secret and not make any direct or indirect commercial use or disclosure of any confidential, proprietary information of the System relating to its business, operations or any of its Registrations or Services, including, without limitation, information as to registrations design, registrations specifications, registrations costs, data handling methods, financial, or statistical information about the Systems marketing or sales efforts, its sources of supplies, list of users, and contemplated business actions. The Coordinator shall disclose such information only to those persons who must have such knowledge in order to perform responsibilities hereunder and the Coordinator shall take all necessary precautions and use its best efforts to insure that such persons will likewise keep secret and not make any direct or indirect commercial use of such information.

    (c) Coordinator shall not copy, reverse, disassemble or decompile the Registrations or any software contained therein.

  25. Jurisdiction
  26. Any dispute, controversy, or claim presented by the Coordinator and arising out of, in connection with, or relating to the performance of this Agreement or its termination shall be settled by arbitration by a single arbitrator in Pune, Maharashtra, India in effect on the date of this Agreement. Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court having jurisdiction thereof.

  27. Termination.
  28. (a) If at any time during the term of this Agreement any of the following events ("Event of Default") shall occur and be continuing, namely:

    (i) either party shall cease conducting business in the normal course; be adjudicated insolvent; make a general assignment for the benefit of creditors; petition, apply for, suffer or permit with or without its consent the appointment of a custodian, receiver trustee in bankruptcy or similar officer for all or any substantial part of its business or assets; or avail itself or become subject to any proceeding under the Federal Bankruptcy Code or any similar state, federal or foreign statute relating to bankruptcy, insolvency, reorganization, receivership, arrangement, adjustment of debts, dissolution or liquidation, which proceeding is not dismissed within one hundred and twenty (120) days of commencement thereof; or

    (ii) default shall be made by either party in the observance or performance of any material term, covenant or agreement contained in this Agreement for a period of thirty (30) days from the date of receipt of written notice from the other party advising of such default and the defaulting party has not cured such default and so notified the other party within such thirty (30) day period; or

    (iii) if there are substantial changes in the organizational structure of the Coordinator; thereupon, in any such Event of Default, the party which is not in default, upon written notice at any time to the other party, may terminate this Agreement.

    (b) Upon termination of this Agreement, the Coordinator shall promptly return to the System all materials, samples, display packages, models if any, documents, brochures, advertising literature, demonstration copies, and other similar materials which the System may have furnished to the Coordinator in connection with its activities hereunder. Upon any termination of this Agreement, the System shall not be liable to the Coordinator for loss of future commissions, goodwill, creation of users, advertising or promotional costs or like expenses. The provisions of Sections 9(c) and (d), 12, 13 and 14 of this Agreement shall survive any termination of this Agreement.

  29. Press Releases
  30. Coordinator will coordinate the issuance of press releases, marketing communications and advertising regarding the System and its Registrations in the Territory, provided that the foregoing shall be subject to the approval of the System.

  31. Miscellaneous
  32. (a) This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.

    (b) This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties.

    (c) The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.

    (d) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that the Coordinator shall not assign any of its rights, duties or obligations hereunder, all of which are personal to the Coordinator, without the express written consent of the System.

    (e) The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

    (f) All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested or by facsimile followed by delivery by courier, at the address set forth below. The addresses for such notices may be changed from time to time by written notice given in the manner provided for herein.

IN WITNESS WHEREOF, the undersigned has executed Coordinator Agreement as of the date first above written.


M/s MIND MOVERS ONLINE Education Sysytems.
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Name: Vinayak Gupte
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Title: Proprietor
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Address: 6, ruplaxmi society,
behind Mahalaxmi complex,
Santosh hall Lane, Anand Nagar,
Sinhagad Road,
Pune 411051


By: ----------------------------------------
Name: Mr./Mrs.
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Title: Coordinator
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Address: