Service Agreement/ Franchisee Contract Agreement
This “AGREEMENT” made on this 19th Day of Aug 2016 by and between:
Leela’s Foundation for Education & Health and Health a Section 25 Company incorporated
under the provisions of the Companies Act, 1956, having its registered office 54, Shantivihar
Colony, Dagania Raipur C.G. 492014 which expression, unless repugnant to the context or
meaning thereof, shall include its successors and assigns, of the ONE
PART.
AND
Mr. Alok Kumar Representing Shri Arvind Foundation A Society having Its office at
Varanasi Paramedical College, Maa Vaishno Nagar Colony, Chandpur, Varanasi221106.(hereinafter referred to as “SECOND PARTY”), which expression, unless repugnant to
the context or meaning thereof, shall include its successors and assigns, of the OTHER PART.
Reference to a “Party” means, individually Leela’s Foundation for Education & Health and or
SECOND PARTY, as the context requires. Reference, collectively, to the “Parties,” means both
Leela’s Foundation for Education & Health and SECOND PARTY. Also called to Leela’s
Foundation for Education & Health and as Training Provider (TP) and SECOND PARTY
called as Authorized Training provider (ATP).
Where as Leela’s Foundation for Education & Health and Health is A Section 25 Company
Registered Under ROC and National Skill Development Corporation Partner Institution and Has
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authority to Run Fee Based Courses in the Sectors of Teacher’s Training, Pharmacy/Life Science,
Healthcare and Beauty.
The Key Points and Conditions Connected on The Mentioned Association is Successful
Completion of Candidates in Different Sectors and Courses in Mentioned Sectors with Minimum
60000 Candidates and 70% Guaranteed Placements to them within 90 Days of the Certification.
WHEREAS SECOND PARTY is inter alia engaged in rendering services towards running similar
training courses and providing necessary infrastructure, equipment and facilities to successfully
complete the training course in accordance with specific requirements of training scheme; and
WHEREAS SECOND PARTY has represented that it complies with all the statutory norms
relating to its business operations.
WHEREAS SECOND PARTY has expressed its desire to render services in terms of this
Agreement and Leela’s Foundation for Education & Health and., has agreed to take services
of SECOND PARTY on non-exclusive basis; and
WHEREAS the parties having recognized the benefit of being associated in terms of this
agreement agreed that the terms and conditions be reduced into writing.
If any clause is missing in this MOU, then guidelines of National Skill Development as Term
Draft Sheet with Leela’s Foundation would be referred and Same will be applicable to the
Franchisee or Associate Training Partner as Party 1.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND
PROMISES MADE HERE IN AFTER THE PARTIES HERE TO AGREE AS FOLLOWS:Guidelines for Training Providers
Pre-requisites of the scheme:
o Only Indian nationals can participate in the scheme ; and
o A trainee, if successful in the assessment, can claim Certification and Placement
assistance. .
ATP must ensure compliance to the following:
o Alignment of the curriculum, course duration and courseware with the QPs and NOS
set by the respective SSC and Courses Approved by NSDC.
o Submission of an undertaking on their qualification to handle the training program (s)
in accordance with the QPs and NOS set by Leela’s Foundation and Approved by
NSDC.
o Availability of adequate infrastructure in terms of laboratories as per the QPs and NOS
set by the respective SSC, Leela’s Foundation Based on The Courses and Sectors.
o
On the day of the assessment, ATP will ensure that the necessary facilities are extended
to the assessor and adequate infrastructure such as internet, computers, etc. with
necessary raw materials are provided for the assessment purpose.
ATP will be solely responsible for incorrect or misguiding information present in SDMS.
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ATP will ensure entering correct start and end dates of all the batches in SDMS.
Any discrepancies noted in the same would be the liability of the ATP.
ATP will ensure that alternate IDs such as Voter’s Card and PAN card are captured at the time
of enrolments. This has to be done mandatorily.
TP will be expected to provide the training as per the promised schedule to the trainee and
ensure that the trainee is adequately skilled as per the performance criteria defined in the QP
and NOS or the TDP and Session Plans Approved By NSDC.
ATP are encouraged to have SSC certified trainers.
The Training fee has to be collected by the TP in full at the time of enrolment.
The money collected by the TP against the enrolments from the trainees has to be transferred
as 30% of Royally to Leela’s Foundation for Education & Health and Health account along
with the Batches Sizing Minimum 10 to Maximum 30 Per Course.
ATP will be responsible for entering the correct fees amount. Details pertaining
to credit amount must also be mentioned in SDMS.
In an eventuality of trainee dropping out of the training program, the assessment fee
will not be refunded.
ATP would be responsible for validating an assessor on SDMS;
ATP will have to issue the certificates to the trainees within 2 working days. Any delay in
doing so will be the liability of the TP.
The certificates should be:
o On A4 size sheets;
o Color printed; and
o On 160 to 180 GSM paper.
ATP would be solely responsible for their franchisees. Only one level of
franchising would be allowed under this Association agreement. However they
May Open Few Number of Counseling and Admission Centers to Nearby
Geography for Smooth Mobilization and Better Reach to the Candidates.
In case of any disputes arising with the candidate(s), ATP would be the sole responsible
party;
ATP need to ensure adherence to the Process Manual and the Consequence Management
System of NSDC.
1. Definitions:
i.
“Agreement” shall mean this Service Agreement and all Annexure, schedules attached
here to, signed by the parties and shall be deemed to be read as an integral part of this
Agreement;
ii.
“Affiliate(s)” means any entity which is part of one or more ownership structures
ultimately controlled by a common parent corporation or common shareholders;
iii.
“Batch” shall mean training batch with minimum 10 trainees and not exceeding 30
trainees.
iv.
“Centre” shall mean training centre set up by Second Party well equipped with the
infrastructure, tools and equipments as prescribed in Annexure – A here to;
v.
“Confidential Information” has the meaning given in Clause 8;
vi.
“Effective Date” shall mean 14th Day of jan 2015;
vii.
“End date” shall mean Enrollment closer in the Financial Year and Date of Agreement.
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viii.
ix.
x.
xi.
xii.
xiii.
xiii.
“Project Owner” jointly and severally as the context requires, Leela’s In Association
with National Skill Development Corporation (‘NSDC’) and National Skill Development
Fund (‘NSDF’) are the project owner for the training scheme.
“Single Point of Contact” (SPOC) means a single person identified by each party in
order to coordinate and manage routine operational relationship under this Agreement
with the other party.;
“Tenure” the tenure of this Agreement shall be as prescribed in clause 2.
“Territory” shall mean such place as detailed in Annexure A titled ‘Scope of Work’;
“Trainees” means youth mobilized and enrolled to undergo training Programme under
the Training Scheme as defined herein;
“Training Duration” shall mean 8 hours per day for 25 days within 90 to 180 days from
the start date of the training batch. The training duration of 8 hours shall comprise of 4
hours of actual class room training and 4 hours of activities pertaining to assignment and
practice.
“Training Scheme” means “NSDC Approved Fee Based Courses- YEM” Youth
Empowerment Mission” as launched, implemented and monitored by the project owner.
2. Tenure:
This Agreement shall be valid commencing from the effective date and shall expire on the end
date unless terminated in accordance with the terms of this Agreement. The Agreement’s tenure
may be extended for such duration as mutually agreed between the parties.
3. Scope of Services:
The SECOND PARTY has agreed to provide the services (“Services”) more particularly detailed
and described in the Scope of Work attached hereto and marked as Annexure – A in such form
and in such manner as mentioned in
Annexure – A.
4. Consideration:
4.1
All payments to the SECOND PARTY for services rendered to Leela’s Foundation for
Education & Health and. in terms of this Agreement shall be made in the manner and as
per the rates specified in Annexure – B. The quoted service charges are inclusive of taxes
as applicable and subject to TDS as applicable.
4.2
All invoices to be raised for delivery of services shall be as per process defined in
Annexure - B.
4.3
Nothing contained herein shall prevent Leela’s Foundation for Education & Health
and. Ltd. from deducting tax at source as required under any law or regulation. Apart
from the payments agreed between the parties hereto and mentioned in Annexure – B, no
other payment shall be made by Leela’s Foundation for Education & Health and. to
the SECOND PARTY for delivery of services under this Agreement.
5. Meetings:
The SECOND PARTY and Leela’s Foundation for Education & Health and Health will
attend meetings as required from time to time in order to discuss various aspects of this
agreement and the Services.
6. Warranties:
6.1
The SECOND PARTY warrants that it has and its employee/s have the necessary
expertise, skill and experience to provide the Services and will provide unbiased and
independent advice in respect of the Services. The SECOND PARTY warrants that it will
and its employees will comply with representations and descriptions in respect of the
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6.2
Services including, but not limited to performance, completeness, accuracy,
characteristics and specification.
The SECOND PARTY warrants that the Services and any material or materials supplied
or obtained by the SECOND PARTY in connection with this agreement will not in any
manner or way infringe or violate any third party proprietary rights including but not
limited to any copyright, patent, trademark, trade name, registered design, trade secret,
proprietary information, contractual, property, employment or non-disclosure rights.
7. Statutory/ Legal Compliance:
7.1
The SECOND PARTY undertakes to comply with all the statutory laws, rules,
regulations, orders including any labor laws, municipal or local laws including but not
limited to ESI Act and Scheme, Employees Provident Funds & Miscellaneous Provisions
Act, Payment of Bonus Act, Workmen’s Compensation Act or any other law either
applicable or which may be made applicable.
7.2
Leela’s Foundation for Education & Health and shall not be liable to pay any statutory
dues, taxes, levies and third party claims and dues in relation to the services provided
herein in terms of the Agreement by SECOND PARTY.
8. Confidentiality:
8.1
The SECOND PARTY will maintain as confidential all information obtained under or in
connection with this Agreement and will not divulge such information to any person
(except to their own employees or subcontractors and then only to those employees or
subcontractors who need to know same) without Leela’s Foundation for Education &
Health and.’s prior written consent.
8.2
This clause will not extend to information which was rightfully in the possession of the
SECOND PARTY prior to the commencement of the negotiations that led to this
Agreement, which was already in the public domain or becomes so at a future date
(otherwise than as a result of a breach of this clause or any other confidentiality
agreement signed by the SECOND PARTY.
8.3
The SECOND PARTY will ensure that its employees, assignees or agents are aware of
and comply with the requirements of this clause. If requested, the SECOND PARTY or
its employees or subcontractors will sign a confidentiality agreement in a form specified
and provided by Leela’s Foundation for Education & Health and These obligations of
confidentiality will survive the expiry or early termination of this agreement.
8.4
The parties agree that terms of this Agreement are confidential in nature. The SECOND
PARTY will not disclose terms of this agreement to any third party and will further
ensure that its employees will also not disclose arrangement/relationship between Leela’s
Foundation for Education & Health and Health and SECOND PARTY contemplated
herein this agreement to any third party in any manner whatsoever.
9. Indemnity:
The SECOND PARTY will indemnify between Leela’s Foundation for Education & Health
against professional loss, damage, costs and expenses which between Leela’s Foundation for
Education & Health and Health may incur as a consequence of any act, omission, negligence or
default of the SECOND PARTY, its employees, subcontractors, assignees or agents in connection
with or in performance of the Services.
10. Intellectual Property Rights & Ownership:
10.1
The SECOND PARTY, its employees or subcontractors will not obtain either jointly or
severally rights in any data, materials, or systems otherwise utilized or provided by
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10.2
10.3
10.4
10.6
between Leela’s Foundation for Education & Health in connection with this
agreement.
At the request of between Leela’s Foundation for Education, the SECOND PARTY
will do all such things and sign all documents or instruments reasonably necessary in the
opinion of between Leela’s Foundation for Education & Health to enable between
Leela’s Foundation for Education & Health to obtain, defend and enforce its rights in
any such data, materials or systems.
Upon request by between Leela’s Foundation for Education & Health and in any event
the SECOND PARTY shall promptly deliver to between Leela’s Foundation for
Education & Health copies of such data, materials or systems that may be in the
possession, custody or control of the Consultant or its employees.
All Intellectual Property Rights in and to any software, documentation, drawings,
contents, data, information, database or product created or produced by the SECOND
PARTY in performing the Services under this Agreement will be the property of between
Leela’s Foundation for Education & Health 10.5
The SECOND PARTY hereby
assigns to between Leela’s Foundation for Education & Health absolutely its whole
right, title and interest, present and future in and to such Intellectual Property Rights free
from all liens, charges and encumbrances. The SECOND PARTY will provide between
Leela’s Foundation for Education. with all information which between Leela’s
Foundation for Education. may reasonably request for the purpose of allowing between
Leela’s Foundation for Education & Health to fully exercise its proprietary rights in
any jurisdiction.
The SECOND PARTY will at between Leela’s Foundation for Education & Health
request undertake and execute all acts, deeds, documents and steps necessary to
effectively vest such Intellectual Property Rights in between Leela’s Foundation for
Education & Health and will, at between Leela’s Foundation for Education & Health
request and expense provide between Leela’s Foundation for Education. with all
reasonable assistance required to vest the same in between Leela’s Foundation for
Education. in any part of the world.
The provisions and requirements of this clause will survive the expiration or termination of this
Agreement.
11. Audit:
11.1 The SECOND PARTY shall maintain proper records and retain all original paperwork,
including, without limitation, receipts arising out of, or in connection with all work in
respect of which payment is due to it under this Agreement during the continuance of this
Agreement. between Leela’s Foundation for Education. and/or its authorized
representatives shall have a right of access to the SECOND PARTY’s premises on giving
of reasonable prior notice during normal business hours. The SECOND PARTY shall be
under an obligation to provide requisite information sought by between Leela’s
Foundation for Education. or its authorized representatives, and such information shall
be certified to be true by the Auditors of SECOND PARTY between Leela’s Foundation
for Education. and its authorized representatives shall be entitled to seek auditor’s report
and extracts from financial books of Service Provider’s original written documents in
respect of transactions relating to this Agreement. The SECOND PARTY shall
immediately return all such documents upon expiry or termination of this Agreement to
the between Leela’s Foundation for Education & Health representative against
acknowledgment for the same between Leela’s Foundation for Education & Health
shall preserve such documents for such time as it deem proper.
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11.2
between Leela’s Foundation for Education. shall protect the confidentiality of the
Documents, extracts and Audit findings. However, if required, between Leela’s
Foundation for Education & Health may share relevant Audit observations with its
statutory auditors, any internal committee, including but not limited to the Audit
Committee of the Board of Directors of between Leela’s Foundation for Education &
Health or any other governmental/statutory/judicial/quasi-judicial body.
11.3
In case, based on documents and records overcharging, misrepresentations, unethical
practice, fraud, breach of terms and conditions of the Agreement is established, between
Leela’s Foundation for Education & Health shall have any and all of the rights stated
herein against SECOND PARTY, including, to: (i) recover the overcharged amount; (ii)
terminate the Agreement without prejudice to any other rights under law and contract.
11.4
The SECOND PARTY shall cooperate with the authorized representative of between
Leela’s Foundation for Education & Health and shall provide documents, extracts and
Auditors Report as and when requested.
12. Restriction:
The SECOND PARTY or its employees will not whether on its or their own account, or on the
account of any other person, firm or company, or as director, agent, partner, employee, manager,
consultant or shareholder of or in any other person, firm or company, at any time during the
continuance of this Agreement and in any manner whatsoever work on any assignment of
between Leela’s Foundation for Education & Health s competitor in the territory without
obtaining written approval of between Leela’s Foundation for Education & Health Second
Party shall not associate with any other NSDC partner for rendering same/similar services under
the training scheme during the tenure of this agreement and for a further period of six months
after termination or expiry thereof.
13.
13.1
14.
14.1
14.2
14.3
14.4
Offers of Employment:
Each Party will not and will ensure that its employees or subcontractors will not make
any approach to any member of staff of other party. Further, each party shall not offer
employment to any of other party’s employees, contractors and trainees during the
continuance of this Agreement and for a further period of one year from the termination
or expiry of the Agreement.
Independence:
The SECOND PARTY and its employees and subcontractors are independent contractors
and nothing in this Agreement will render them an agent or partner of between Leela’s
Foundation for Education & Health and the SECOND PARTY will not and will ensure
that its employees and subcontractors will not hold themselves out as such. The
SECOND PARTY and its employees and subcontractors will not have any right or power
to bind between Leela’s Foundation for Education. to any obligation.
The SECOND PARTY is retained or engaged by between Leela’s Foundation for
Education & Health only for the purposes and to the extent set forth in this Agreement.
The SECOND PARTY’s relation between Leela’s Foundation for Education & Health
will, during the period or periods of this Agreement, be that of an independent contractor
and as such the SECOND PARTY will be free to dispose of such portion of its time,
energy and skill when the SECOND PARTY is not obligated under this Agreement in
such a manner as SECOND PARTY sees fit.
This Agreement will not establish a joint venture, agency, franchisee or partnership
between Leela’s Foundation for Education. and the SECOND PARTY.
The SECOND PARTY’s employees will not be considered under this Agreement or
otherwise or in any way as having the status of employee or being entitled to participate
in any plans, schemes, arrangements or distributions by between Leela’s Foundation for
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Education & Health pertaining to or in connection with any person, stock, bonus, profit
sharing or other benefits provided ordinarily by between Leela’s Foundation for
Education & Health to its employees.
15. Publicity:
The SECOND PARTY will not and will ensure that its employees or subcontractors will not
publicize or advertise this Agreement or any of the terms of this Agreement without the prior
written consent of between Leela’s Foundation for Education.
16. Termination:
16.1 Either party can terminate this agreement by giving 30 days notice in writing of its
intention to terminate, if the other party commits breach of any terms of this Agreement.
Parties will have no liability in respect of costs/obligations incurred following the
expiration of such notice, except such obligations which are continuing in nature and
hence survives termination.
16.2
This agreement may be terminated immediately by either party on giving notice in
writing to the other, if the other party has a receiver or administrative receiver appointed
or passes a resolution for winding up (otherwise than for a bona fide scheme of solvent
amalgamation or reconstruction) or a court of competent jurisdiction makes an order to
that effect or if the other party becomes subject to an administration order or enters into a
voluntary arrangement with its creditors or ceases or threatens to cease to carry on
business.
16.3
In the event that either party or any employee or subcontractor of the SECOND PARTY
is in breach of this Agreement or that such breach is rectifiable, that party will have the
opportunity to rectify said breach within 15 days of the occurrence of the breach. If the
party in breach fails to rectify the breach within 15 days the other party will be entitled to
terminate this agreement immediately.
16.4
Should the SECOND PARTY or any of its employees or subcontractors or agents
commit, in the sole opinion of between Leela’s Foundation for Education. a gross
breach of contract or be guilty of gross misconduct, between Leela’s Foundation for
Education & Health will be entitled to terminate this agreement immediately.
16.5 In the event that the SECOND PARTY or its employees or subcontractors are absent
during the Service and in the sole opinion of between Leela’s Foundation for
Education, that SECOND PARTY’s employee has been or will be absent for a
continuous period of 5 days or more and the SECOND PARTY fails to replace such
employees etc. within next 2 days between Leela’s Foundation for Education &
Health will be entitled to terminate this agreement immediately.
16.6
The termination of this agreement, however occasioned or expiry thereof will not affect
any accrued rights or liabilities of the other party, nor will it affect the coming into force,
or the continuance in force, of any provision hereof which is expressly or by implication
intended to come into or continue in force on or after such termination.
16.7
Notwithstanding termination of this agreement for any reason whatsoever or expiry
thereof, the SECOND PARTY shall continue to render services till completion of
running batch at the sole discretion of between Leela’s Foundation for Education &
Health in order to ensure that interest of students undergoing training is not hampered.
16.8
Upon termination of this agreement SECOND PARTY will promptly return to between
Leela’s Foundation for Education & Health all materials, data and other property of
between Leela’s Foundation for Education & Health held by it. The SECOND
PARTY will ensure that all such property held in possession by it or any of its employees
or subcontractors are promptly returned to between Leela’s Foundation for Education
& Health .
17. Force Majeure:
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17.1
17.2
Notwithstanding anything else contained in this Agreement neither party will be liable for
any delay in performing its obligations herein, if such delay is caused by circumstances
beyond its reasonable control (including without limitation any delay caused by an act or
omission of the other party and/or withdrawal of training scheme by the project owner).
Subject to the party so delaying promptly notifying the other party in writing of the
reason for the delay and the likely duration of the delay, the performance of such party’s
obligations will be suspended during the period that the said circumstances persist, and
such party will be granted an extension of a time period for performance of duties and
obligations under this agreement equal to the period of the delay.
This to be the case except where said delay is caused by the act or omission of the other
party, in which event the rights, remedies and liabilities of the parties will be as conferred
by the other clauses and terms of this Agreement and by law:
(a) Any costs arising from such delay will be borne by the party incurring the same, and
(b) Either party may, if such delay continues for more than 30 days terminate this
Agreement on giving notice in writing to the other in which event neither party will
be liable to the other by reason of such termination.
18. Waiver of Remedies:
18.1
No forbearance, indulgence or delay by either party in enforcing the provisions of this
Agreement will prejudice or restrict the rights of that party, nor will any waiver of its
rights operate as a waiver of any subsequent breach.
18.2
No right, power or remedy in the Agreement conferred upon or reserved for either party
is exclusive of all other right, power or remedy available to that party and each such right,
power or remedy will be cumulative.
19. Entire Agreement:
This Agreement together with all annexure/s constitutes entire agreement and supersedes all
prior arrangements, agreements and understandings between the parties. No addition to or
modification of any provision of this Agreement will be binding upon the parties unless made by
written instrument and signed by an authorized representative of each of the parties.
20. Assignment:
Neither party will assign or transfer this Agreement or any of its rights or obligations herein,
whether in whole or in part without the prior written consent of the other.
21. Notices:
All notices that are required to be given under this agreement will be in writing and will be sent
to the address of the appropriate party as set out in this Agreement or such alternative address as
the recipient may designate by notice given in accordance with the provisions of this clause. Any
such notice may be delivered personally, by registered post, telex or facsimile transmission and
will be deemed to have been served if by hand when delivered, if by registered post 48 hours after
posting and if by telex or facsimile transmission when dispatched.
Between Leela’s Foundation for Education:
Head – Legal & Secretarial
Leela’s Foundation for Education & Health
Near Teacher’s Colony, Pt.RSS University Campus
Raipur C.G. 492013
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21A. SPOC:
All communications concerning routine operational relationship between the parties shall route
through their respective designated SPOC, whose details are as follows:
Leela’s Foundation for Education.:
Name: Santush Misshra
Designation: Director
(M)- 989308114
E-mail – [email protected]
SECOND PARTY:
Name: ALOK KUMAR
Designation: SECRECTERY
(M) – 9608126360
E-mail –[email protected]
22. Headings:
The headings to and numbering of the clauses of this Agreement are for ease of reference only
and will not affect the interpretation, application or construction of this Agreement.
23. Compliance by Employees:
The SECOND PARTY will ensure that its employees, subcontractors or agents if any are aware
of and comply with the terms of this Agreement.
24. Governing Law, Language, Arbitration & Jurisdiction:
24.1
The applicable language for the text of this Agreement shall be English.
24.2
This Agreement shall be governed by the applicable laws of India.
24.3
Any and all disputes, controversies and conflicts ("Disputes") arising out of this
Agreement between the Parties or arising out of or relating to or in connection with this
Agreement or the performance or non-performance of the rights and obligations set forth
herein or the breach, termination, invalidity or interpretation thereof shall be referred for
arbitration in terms of the Arbitration and Conciliation Act, 1996 including any
amendments or statutory modifications thereof. Prior to submitting the Disputes to
arbitration the parties shall resolve to settle the dispute/s through mutual negotiation and
discussions. In the event that the said dispute/s are not settled within 30 days of the
arising thereof, the same shall finally be settled and determined by arbitration. The place
of arbitration shall be New Delhi and the language used in the arbitral proceedings shall
be English. Arbitration shall be conducted by a sole arbitrator appointed with mutual
consent of the parties.
24.4
The arbitral award shall be in writing and shall be final and binding on each party and
shall be enforceable in any court of competent jurisdiction. None of the Parties shall be
entitled to commence or maintain any action in a court of law upon any Dispute arising
out of or relating to or in connection with this Agreement (infringement of IPR, criminal
offences and breach of confidentiality excepted), except for the enforcement of an arbitral
award or as permitted under the Arbitration and Conciliation Act, 1996.
24.5
Pending the submission to arbitration and thereafter, till the tribunal renders its award or
decision, the Parties shall, except in the event of termination of this Agreement or in the
event of any interim order/award is granted under the aforestated Act, continue to
perform their obligations under this Agreement.
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24.6
24.7
It is agreed that the Courts of Delhi shall have the exclusive jurisdiction to entertain any
matter between the parties including arbitration proceeding.
“Partner Assurance Team” - Business Partners/Vendors/Suppliers/ contractors and
other intermediaries (jointly and severally to be referred as the “partners”) interacting
with Leela’s Foundation for Education & Health (“Company”) are advised to
approach “Partner Assurance Team”, a robust structure and processes of the Company to
ensure prompt in-house resolution of all types of their genuine issues/concerns causing
dissatisfaction about an action or lack of action or about the standard of service /
deficiency of service on the part of the Company. To know more about practice and
procedure of “Partner Assurance Team” please visit the following link:
http://www.leelas.in
25. Consequential Damages
Under no circumstances, whether based on contract, warranty, negligence, strict liability, or
otherwise, shall Leela’s Foundation for Education. or its affiliates be liable for any special,
consequential, indirect, incidental or punitive damages of any kind or character to the SECOND
PARTY, including but not limited, to loss of profits or revenues, loss of product, loss of use, cost
of capital and the like, arising out of or related to any performance under or breach of this
Agreement. The parties specifically acknowledge that the pricing provisions of this Agreement
reflect such allocation of risk and limitation of liabilities.
26. Severability
It is the desire and intent of the Parties that the terms, provisions and covenants contained in this
Agreement shall be enforceable to the fullest extent permitted by law. If any such term, provision
or covenant or the application thereof to any person or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term, provision or
covenant shall be construed in a manner as to permit its enforceability under the applicable law to
the fullest extent permitted by law. In any case, the remaining provisions of this Agreement or the
application thereof to any person or circumstances, other than those to which they have been held
invalid or unenforceable, shall remain in full force and effect.
27. Code of Ethics:
The SECOND PARTY shall ensure that its employees, consultants, subcontractors, agents and/or
any person involved for and on behalf of SECOND PARTY in the execution of services, directly
or indirectly, covered under this Agreement, abide by “Leela’s Foundation for Education’s
Code of Conduct” for Associates attached herewith and marked as Annexure – C, which shall
form integral part of this Agreement and its violation, in any manner, shall be treated as material
breach of the terms of this Agreement.
Annexure – A
SCOPE OF WORK
PART 1 (Territory)
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Territory shall mean following location(s):
Raigarh-CG
PART 2 (Infrastructure)
The SECOND PARTY shall be responsible to provide entire infrastructure, including but not
limited to, premises with sufficient space to accommodate thirty trainees per class room,
adequate furniture, lightning, fans and other consumables at each location to enable
successful implantation of training scheme. The Second Party shall provide following
infrastructure with their respective specification at every location:
As per designed and required by SSC, NSDC and/or as Per the Requirements for NSDC
Approved Courses(Fee Based)
PART 3 (Mobilization, Training Related Incidental Assistance & Reporting)
The SECOND PARTY shall be responsible to deliver the following:
SECOND PARTY shall:
A. Coordinate and consult with Leela’s Foundation for Education.’s SPOC or his
representative in the matter of mobilization of trainees and shall ensure that selection of
trainees for different training courses is done with prior counseling with the eligible
trainees having eligibility criteria laid down by the project owner under the training
scheme including but not limited to requisite qualification pack. All trainees should have
his or her Adhar card to be eligible under the Scheme.
B. Collect information and documents from each trainee including Training Fee( Depending
Upon the Level of Courses and Submit the Exel Sheet along with Forms as Batch Size of
10 to 30 with 30% of Prescribed Fee as Royalty(Including Assessment, Certification fee
Etc.) of Demand Draft made in favor of Leela’s Foundation for Education & Health
and deposit promptly in any case before start of training batch all the documents and
demand draft sent to Leela’s Foundation for Education.
C. Distribute training kit containing workbook and other teaching aid provided by Leela’s
Foundation for Education & Health trainee entitlement sheet and Timetable to the
trainees latest by inception of the training batch.
D. Provided assistance to Hire qualified skill instructor having desired experience and
expertise to conduct and deliver training to the trainees. Skill instructor shall be hired
only with prior approval of Leela’s Foundation for Education & Health
E. Ensure that entire infrastructure and other resources including skill instructors are solely
dedicated to the implementation of training scheme during the training duration.
F. Make available skill instructor for attending free of cost ‘train the trainer (‘TTT’)’
programme to be conducted by Leela’s Foundation for Education & Health at such
place as may be communicated from time to time for certification of skill instructor
before he or she is assigned the task of training delivery.
G. Make arrangement at its own cost for travel, stay and other incidental out of pocket
expenses of skill instructor for attending TTT programme.
H. Ensure effective and quality delivery of training by skill instructor as per Leela’s
Foundation for Education & Health training curriculum to ensure that attendance
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target of minimum 90% by each trainee and certification target of 95% per training batch
is successfully achieved.
Maintain and update Attendance Register separately for both skill instructor & other non
teaching staff and trainees in which attendance is recorded twice in a day. First
attendance shall be taken at 9:30 – 10:30 AM and thereafter second attendance at 1:30 to
2:30 PM;
Maintain activity sheet of each course and regularly update the data and submit required
reports on time viz. Training Initiation Report containing details of trainees, copy of
admission form, details of skill instructor and other relevant information as required by
Leela’s Foundation for Education. on the batch start date, Training Progress Report
after completion of 50% of training containing details of activities with photographs
within 3 days from the date of completion of 50% of training and Training Completion
Report with photographs within 7 days from the batch completion date;
Timely upload all reports online and submit a hard copy to Leela’s Foundation for
Education’s representative; and
Continuously maintain and update Lesson planner/Day planner for each batch. If online
planner is introduced, the planner and status shall be updated regularly in software.
Upon successful completion of class room training of each batch, cause all eligible
trainees, who have secured minimum 80% attendance, to appear in the certification test to
be conducted by certification agency approved by the project owner class room training
Ensure the 100 On Job Training with Authentic Records for all Candidates to Relaxant
Industries.
Ensure Minimum of 70% Placement/Up Skilling/ Self Employment of the Candidates
with 90 Days of the Certification.
PART 4 (Non-Teaching Manpower & Other Obligations)
The SECOND PARTY shall be responsible to depute non teaching staff and satisfactorily
discharge other obligations as outlined herein below:
SECOND PARTY shall:
A. Depute 1(One) 1 (One) cleaner cum sweeper at each location.
B. Provide sufficient pure drinking water to the trainees, staff and trainer/s.
C. Obtain written consent of Leela’s Foundation for Education. before finalizing venue. In
case Leela’s Foundation for Education & Health is not comfortable with a particular
venue, the SECOND PARTY shall look and arrange another venue to the satisfaction Leela’s
Foundation for Education & Health
D. Ensure that entire infrastructure and manpower becomes available at least 10 days before the
batch start date on each location to commence actual delivery of training as planned and also
to enable Leela’s Foundation for Education & Health to conduct training of the skill
instructor.
E. Ensure proper maintenance of infrastructure including computer and printer so that the same
remains usable and in working conditions at all time during the training Programme.
F. Ensure overall cleanliness of premises and provide sufficient pure drinking water to the
trainees, staff and Skill Instructor/s.
G. Help Leela’s Foundation for Education & Health for organizing guest lectures from
Industry for trainees..
H. Be solely responsible for all the activities of its employees, third party claims etc. pertaining
to its scope of services and in no event Leela’s Foundation for Education. shall be
responsible for the vendors, subcontractors etc. of SECOND PARTY.
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Refrain from using its own branding materials etc in any manner whatsoever and only
marketing collaterals, branding materials and other promotional materials supplied by Leela’s
Foundation for Education & Health shall be used.
Ensure that all its employees/representatives deputed at the centre or otherwise involved in
rendering services shall maintain high standards of behavior and do not indulge in any
activity which are legally or morally unacceptable. If any of the employees of the SECOND
PARTY indulges in theft or any illegal/ irregular activities, misconduct, the SECOND
PARTY shall take appropriate action against its erring personnel and intimate accordingly to
Leela’s Foundation for Education
If Leela’s Foundation for Education & Health comes to know that the employees of the
SECOND PARTY has/ have been negligent, careless in rendering services, the same shall be
communicated immediately to the SECOND PARTY who will devise corrective steps
including replacement of such employees immediately to avoid recurrence of such incidents
and report to Leela’s Foundation for Education & Health its action plan within 48 hours of
intimation.
Be responsible for and shall pay the requisite compensation to its employees and staff
payable under the Applicable Laws and Employment Contract. SECOND PARTY shall
ensure that its employees and staff do not claim employment status with Leela’s Foundation
for Education & Health and shall make no demands or claims against Leela’s Foundation
for Education. for any payment whatsoever, and the SECOND PARTY shall keep Leela’s
Foundation for Education. indemnified in relation to any such demands or claims made
against Leela’s Foundation for Education & Health Second Party shall comply with the
provisions of Applicable Laws as may be applicable to its employees and in case of noncompliance; SECOND PARTY shall bear legal consequences arising there from.
Be liable, during the subsistence of this contract or even after its termination or expiry, for the
acts of its employees, sub-contractors, affiliates, associates and representatives engaged for
purpose of rendering services in terms of this agreement.
Be obliged to have comprehensive insurance to manpower and material both engaged and
used in the performance of the services.
Allow project owner/ Leela’s Foundation for Education & Health or their duly authorized
representative to inspect and enquire at any point of time and cooperate with the inspecting
officials and provide all required information as required in the inspection format.
Honor instruction and recommendation issued by Leela’s Foundation for Education &
Health from time to time during the execution of training scheme including submission of
such periodical reports, documents, etc as required by Leela’s Foundation for Education. in
the prescribed format.
Rectify Leela’s Foundation for Education’s notified breach of any terms of this agreement
within the timeframe prescribed there in the written notice given by Leela’s Foundation for
Education. Have to get the bank account of candidate open in State Bank of India only.
Have to get declaration of fees payable by candidate. The format to be used would be
provided by Leela’s Foundation for Education.
This declaration have to be submitted to Branch Manager of SBI and receipt copy of the same
needs to be sent Leela’s Foundation for Education’s office.
Part 4 (Job Description of Manpower & Reporting)
i.
Skill Instructor
a) Shall take attendance of trainees twice in a day i.e. at the start of class room training
and at the end thereof;
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b) Shall actively engage with each trainee during class room training to understand their
weakness and work towards recovering them from such weakness by way of
adopting training methods in this regard; and
c) Shall efficiently and effectively deliver training to the trainees and motivate them to
attend class room training with cent per cent attendance.
d) Motivate trainees to work hard in order to pass certification test to be conducted by
NSDC’s approved certification agency.
Administrative Assistant:
e) Shall monitor upkeep of and working condition of entire infrastructure;
f) Shall provide pure drinking water to the trainees, staff and trainers; and
g) Shall distribute training kit containing workbook and other teaching aid provided by
Leela’s Foundation for Education and Health., trainee entitlement sheet and
Timetable to the trainees latest by inception of the batch.
h) Shall counsel and explain to the eligible trainees the benefits to be derived from
successfully completing training course and how passing of certification will add to
their own personality and also generate financial gain.
ii.
Cleaner cum Sweeper:
a) Shall ensure overall cleanliness of premises; and
b) Shall clean washrooms at least twice a day i.e. before start of training and after
end of training on each day.
iii. Reporting of Manpower:
The administrative reporting of the employees and staff of SECOND PARTY involved in
rendering services herein shall be done to the Leela’s Foundation for Education &
Health designated representative. However employees and staff of SECOND PARTY
are not employees of Leela’s Foundation for Education. and under no circumstances
whatsoever shall the employees of SECOND PARTY be deemed to be the employees of
Leela’s Foundation for Education & Health Performance of services by employees
and staff of SECOND PARTY under this Agreement will not constitute and/or establish
an employer-employee relationship with Leela’s Foundation for Education & Health
even not as principal employer.
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Annexure - B
CONSIDERATION
1. License Fee/ Security Deposit to be Submitted while agreement and Clauses:
Non Exclusive Association for Fee Based Courses @ NSDC-LUVEE
Name of the Sector
License Fee
Security Deposit/Bank
Guarantee
Healthcare and
Pharma
Rs 50000=00 Cheque No.-004351
Rs 1 Lac Cheque No.-004352
Payment Details:
1. Rs. 25000=00 DD
Number__________
Bank____________
Rs. 1 Lac Post Dated Cheque
Number 00452
Bank -HDFC
2. Rs. 50000=00
Cheque Number 004351
Bank HDFC
Note: This Cheque will Be
Replaced By the Bank
Guarantee Before 30th Aug
2016
The Agreement Will be Null and Void in Case of Default of Any of the Mentioned Payments.
Other Requirements;
1. Relevant Lab, Infrastructure, Industry Tie Ups for ON Job Training and Placement
is Mandatory as per the Guidelines of SSC and NSDC.
2. 70% Placement Mandatory within 90 Days of Certification of Candidates.
3. Failing which the Security Deposit/Bank Guarantee Can be Forfeited along with De
Affiliation of the Skill Center.
4. Up Skilling is allowed only to 40% of Candidates.
5. 30% of Mentioned Fee is Suppose to be Deposited with Detailed Sheet of Candidates
( Course Wise) as Royally ( Covering Assessment and Certification Fee).
6. Batch Size Per Course will Be B/N 10 to 30 candidates.
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2. The payment mentioned above is inclusive of applicable taxes, if any and subject to TDS
as applicable from time to time.
3. Second Party shall be responsible for short payment or non-payment by the Project Owner
due to fault, negligence or breach of terms of this Agreement on its part and agrees to
indemnify Leela’s Foundation for Education. to the extent of such short payment or
non-payment.
Annexure - C
“Leela’s Foundation for Education’s Code of Conduct” for Associates (“COC”)
This COC outlines the fundamental values and integrity levels of business conduct that Leela’s
Foundation for Education & Health expects its Associates to uphold in all business
relationships. All Associates must comply fully with this COC while having business relationship
with Leela’s Foundation for Education. The purpose of COC is to define the standards of
business conduct and business practices. If applicable laws and regulations are more permissive
than the code, the code will apply. If applicable laws and regulations are more restrictive, legal
regulations need to be complied with fully at all times.
1. The Associate must conduct all its dealings in a very ethical manner and with the highest
business standards as per this COC and shall ensure that the COC and other relevant
policies, guidelines and other information is provided to their employees who work with
and on behalf of Leela’s Foundation for Education.
2. The Associate must provide all possible assistance to Leela’s Foundation for Education
& Health in order to investigate any possible instances of unethical behavior or business
conduct violations by an employee of the Associate or Leela’s Foundation for
Education’s own employee. Leela’s Foundation for Education. as well as the
Associate will disclose forthwith any breach of these provisions that comes to their
knowledge to allow for timely action in their prevention and detection.
3. The Associate must adopt appropriate processes to prevent offering any illegal
gratification in the form of bribes or kickbacks either in cash or in kind or undue favor in
the course of all dealings with Leela’s Foundation for Education.. Any instances of
such violations will be viewed in a serious manner and Leela’s Foundation for
Education & Health reserves the right to take all appropriate actions or remedies as may
be required under the circumstances.
4. The Associate must at all times a) act fairly, honestly and in good faith; b) act in
accordance with the agreement, including making no use of any Leela’s Foundation for
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5.
6.
7.
8.
9.
Education’s intellectual property rights for their own purpose; c) take personal
responsibility for ensuring adherence to the COC; d) adopt fair employment practices and
provide safe workplace to its employees working for Leela’s Foundation for
Education; e) shall not act in way that may bring CENTU into disrepute; f) shall not
misuse their position as a Associate for personal gain or to promote their private or
business interests; and f) shall not misuse the data/information acquired during their
association with Leela’s Foundation for Education.
The Associate must comply with all applicable laws relating to gifts, bribery, corruption
and other improper payments. They must not, directly or indirectly make or offer bribes,
commissions or other similar improper payments or anything of value to anyone,
including officials of government or its agency, Leela’s Foundation for Education &
Health other Company, public organizations, or to any other third party, for the purpose
of wrongfully obtaining or retaining Leela’s Foundation for Education’s business.
They shall not influence or attempt to influence Associate selection process through any
kind of gift, payment, remuneration or entitlement to Leela’s Foundation for Education
& Health ‘semployees or their close relatives or friends. The reasonable and limited
expenditure made on business courtesies, gifts and entertainments to any person other
than Leela’s Foundation for Education’s employees which are in ordinary course of
business, do not violate this COC. The Associate, while dealing with government, must
formalize and observe all laws, rules, regulations, including procurement regulations and
must exercise additional; care and comply with specific prohibitions, limitations or
requirements.
The Associate must fully comply with all applicable competition and unfair trade
practices laws and regulations. They shall not unreasonably restrict completion and free
trade by proposing or entering into any agreements or understandings expressed or
implied, formal or informal, written or oral of forming cartels.
The Associate must ensure that all statements, communications and representations made
to Leela’s Foundation for Education. are accurate, complete and truthful and made by
authorized officials of Associate Leela’s Foundation for Education & Health should
not, directly or indirectly be implicated or involved in disputes between Associate and
other parties. They shall not defame or disparage Leela’s Foundation for Education.,
it’s other Associates, affiliates, associates, subsidiaries, competitors or clients.
The Associate should strive to avoid situations where a conflict of interest might occur or
appear to occur. In the event a relative whether close or distant of Associate is an
employee, executive or director of Leela’s Foundation for Education. and is in a
position to influence business decision related to the Associate, the Associate must
disclose this information to Leela’s Foundation for Education.. Further, the Associate
shall not make any claims, representations or warranties on behalf of Leela’s
Foundation for Education. to any third party. The Associate shall have no right or
power or authority to bind or create any obligation, express or implied on behalf of
Leela’s Foundation for Education. unless specifically authorized to do so in writing by
Leela’s Foundation for Education...
If the Associate becomes aware of any unlawful or unethical situation involving or
related to violation of this code, they must immediately notify Leela’s Foundation for
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Education & Health and communicate such information regarding the incident or
situation to “Partner Assurance Team” of Leela’s Foundation for Education. by way of
e-mail at [email protected] through letter addressed to the “Partner
Assurance Team”, Leela’s Foundation for Education., Near Teacher’s Colony, Pt.
RSS University Campus Raipur-CG 492001.
10. Note: For any Mall Practices or Act against the Policies for Leela’s Foundation for
Education & Health & Health, NSDC Guidelines along with Processes, Aadhar
Management & Students Dealing, Counseling, Truth Communications, inancial
Dealings etc the Party 2 (Associate Training partner/ be solely Responsible and
Legally Liable.
11. Important: Sub Franchising is a Serious Offence. In Case of So a Legal Action
May be Taken as well as The Agreement will be Treated as Null and Void.
Franchisee is Not Allowed to Use Logo of GoI in any of Leaflet or Publication
Material. Franchisee Need to Get Prior Approval of Any Such Design Before
Printing or Publication.
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IN WITNESS OF THE ABOVE, THE RESPECTIVE PARTIES HAVE SIGNED THIS
AGREEMENT ON THE DATE, PLACE MENTIONED HEREIN ABOVE
Both the Parties have finally agreed on:
Agreement Location: Khndawa- MP
Name of the Sector
License Fee
Security Deposit
Healthcare and Pharma
Rs 50000=00 Cheque No.-004351
Rs 1 Lac Cheque No.-004352
Teacher’s Training
Rs 50000=00
Rs 1 Lac
Beauty and Wellness
Rs 25000=00
Rs 50000=00
Payment Details:
3. Rs. 25000=00 DD
Number__________
Bank____________
Bank Guarantee Date:___________ _
Bank Name:_____________________
Folio Number:___________________
The Agreement Will be Null and Void in Case of Default of Any of the Mentioned Payments.
Other Requirements;
 Relevant Lab, Infrastructure, Industry Tie Ups for ON Job Training and Placement is
Mandatory as per the Guidelines of SSC and NSDC.
 70% Placement Mandatory within 90 Days of Certification of Candidates.
 Failing which the Security Deposit/Bank Guarantee Can be Forfeited along with De Affiliation
of the Skill Center.
 Up Skilling is allowed only to 40% of Candidates.
 30% of Mentioned Fee is Suppose to be Deposited with Detailed Sheet of Candidates ( Course
Wise) as Royally ( Covering Assessment and Certification Fee).
 Batch Size per Course will be B/N 10 to 30 candidates.
For: Leela’s Foundation for Education and For: Party 01- Franchisee/ATP
Health
Name: ALOK KUMAR
Name: Santush Misshra
Designation: SECRECTERY
Designation: CEO- Director
Firm: SHRI ARVIND FOUNDATION
Contact Details:
Mobile: 9608126360
Mobile: 9893048114
E Mail: [email protected]
E Mail: [email protected]
Enclosed:
1. Ownership / Rent Deed of the Premises in the name of Partner
2. Address Proof of the Premises
3. Infrastructure Pictures of Lab, Class Rooms Etc as per the Course/Sector
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4.
5.
6.
7.
PAN and Banking Detail of the Partner Institution
Institutions Registration Documents
Last 3 Years ITR and Balance Sheet of the Institution.
ID proof of Signing Authority.
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