Privileged & Confidential

THIS STAMP PAPER FORMS AN INTEGRAL PART OF THE TRI-PARTITE Commented [v1]: ON STAMP PAPER OF APPROPRIATE
VALUE.
MEMORANDUM OF UNDERSTANDING DATED [], 2017, BETWEEN
UNIVERSITY OF MUMBAI, VALUABLE EDUTAINMENT PRIVATE LIMITED
AND [].

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University of MumbaiValuable Edutainment Pvt. Ltd. []

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TRI-PARTITE MEMORANDUM OF UNDERSTANDING [MOU]

1. PARTIES UNIVERSITY OF MUMBAI, a statutory body

established under the provisions of Maharashtra
Universities Act, 1994 and having its office at
Fort Campus, Mumbai-400 032 [hereinafter
referred to as the University]acting through its
Dr. Sanjay Deshmukh, Vice-Chancellor of the
University

AND

VALUABLE EDUTAINMENT PRIVATE

LIMITED, a company incorporated under the
provisions of the Companies Act, 1956, CIN #
U74990MH2007PTC176273, having its
Registered Office at 53/1, Media Info Tech Park,
Road No. 7, Near Akruti Trade Centre, Andheri
[East] Mumbai 400093, Maharashtra [hereinafter
referred to as VEPL], acting through its
authorized signatory, Mr. Shirish
Nandeshwar,[which expression shall include its
successors- in- interest and assigns];

AND
GES, Arts, Commerce and Science college
Shreewardhan, a college incorporated under the
provisions of the Maharshtra University act 1994
and having its registered office at Prin. T. A.
Kulkarni Vidyanagar, College Road, Nashik Pin.
422 005, a society [hereinafter referred to as
College], acting through its Principal,
Dr.Manohar R. Meshram,

[The University, VEPL and College are

individually referred to as a Party and
collectively as Parties]

2. PURPOSE 1. VEPL is engaged in the business of providing

virtual teaching of educational courses to the
students of various colleges and institutes
across India via its proprietary satellite based
interactive virtual teaching platform
Edubeam.
2. Through the medium of Edubeam the
University proposes to launch a virtual
classroom project for the benefit of colleges
in remote parts affiliated to the University
and within its jurisdictionso as to enable
lectures to be delivered from a central studio
to these remote colleges, thereby benefitting
students in the remoteseven [7] coastal
districts of Maharashtraby providing them
access to qualityeducation [Project].

3. EXCLUSIVITY Exclusivity between the Parties is the very essence

of this MOU.

4. TERM This MOU shall be effective from the date of

execution and a continuous period of five [5] years

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thereafter, or unless terminated as per the

provisions of this MOU.

5. TERRITORY Only the premises of the College under the

jurisdiction of the University.

6. UNIVERSITYS As per Annexure - I of this MOU.

DELIVERABLES

7. VEPLs DELIVERABLES As per Annexure - II of this MOU.

8. COLLEGESDELIVERABLES As per Annexure - III of this MOU.

9. INTELLECTUAL a) Universitywill hold IPR to the brand

PROPERTY RIGHTS [IPR] University of Mumbai.
b) College will hold IPR to its brand name
GES, Arts, Commerce and Science college
Shreewardhan.
c) Save and except the above no Party other than
VEPL will hold any other IPR, including but
not limited the technology platform, source
code, object code, name and logo Edubeam
etc. and any revisions thereof which belongs
solely and exclusively to VEPL only and that
no one including the University and/or the
College, their representative[s], affiliates etc.
have any right, claim, title, interest, or
privilege either in whole or in part thereof, or
any enhancements thereto.

10. TAXES Each Party shall be responsible for its own tax
obligations.

11. MUTUAL REPRESENTATIONS This MOU is being executed by the Parties hereto
AND WARRANTIES on the basis of their representations and
warranties given to the otherPartys/ies [both
individually and collectively], including that:-
a) They have full authority to enter into this
MOU, and to fully perform its obligations
hereunder. Further, all requisite licenses and
permissions required are and will be in full
force and effect during the Term of this
MOU;
b) They shall not act in any manner which
conflicts or interfere with any existing
commitment or obligation of such Party/ies;
c) They shall perform in compliance with any
applicable laws, rules and regulations of any
governmental authority;
d) They will not incur any liability on behalf of,
nor pledge the other Partys/ies credit without
its prior written approval; nor will they assign
this MOU in any manner whatsoever;
e) They will not at any time do anything
detrimental to the other Party/ies, nor will
they indulge in any activity or participate in
any transaction which is likely to jeopardize,
restrict or diminish the marketability,
feasibility of this MOU, nor will they do any
act, matter, deed or thing during the term of

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this MOU which is prohibited by or which is

contrary to the provisions of any applicable
law, or that is in any manner prejudicial to the
interests of the other Party/ies;
f) They have not and will not violate or infringe
other Partys/ies IPR/ rights, or the IPR/
rights of third parties, including property,
contractual, employment, trade secrets,
proprietary information and non-disclosure
rights, or any trade mark, service mark,
copyright or patent rights and shall not violate
any applicable law;
g) They have notand will not use/copy,
trademarks, service marks, any tag line, any
text, photos, pictures, images, brand logo,
labels, trade dressing, product, services,
operation, business and customers of the
other Party/ies without its prior written
permission, which permission shall not be
unreasonably withheld;
h) They will at all times perform their duties and
obligations herein to the best of their abilities;
i) They will provide the other Party/ies with
such information and/or assistance as is
reasonably required by the other Party/ies for
the performance of its obligations under this
MOU;
j) They will continue to have all the necessary
experience, expertise, ability, infrastructure,
personnel and wherewithal during the Term
of this MOU to fulfill all their obligations
under this MOU;
k) They have carefully reviewed this MOU and
have consulted with such advisors as they
consider appropriate in connection with this
and are not subject to any covenants or
restrictions, including without limitation any
covenants or restrictions which would be
breached or violated by entering into this
MOU;
l) None of the representations, warranties or
statements contained in this MOU contain
any untrue statement of a material fact or
omits to state any material fact necessary in
order to make any of such representations,
warranties or statements not misleading and
there is no other information which has not
been disclosed to the other Party which can
prejudice any right, title, claim, privilege and
interest of that other Party under this MOU.

12. TERMINATION a) No Party can terminate this MOU during the

midst of any academic year.
b) Subject to clause # 12a] above any Party may
terminate this MOU without assigning any
reason by giving all the other Parties a prior
written notice of one [1] month.
c) This MOU will automatically terminate with
the efflux of time at the end of the Term.
d) Immediately in case of an Event of Force

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Majeure continuing beyond a period thirty

[30] business days after being provided
written notice of the same.

13. CONSEQUENCES OF Upon termination of this MOU for any reason

TERMINATION whatsoever:-
a. VEPL shall immediately proceed with
preparing a detailed statement of accounts
and the outstanding amounts will be paid by
the University within a period of fifteen [15]
calendar days;
b. University may take back [but is not
obligated to] all classroom equipment
detailed in clause # 1.1 of Annexure-I of this
MOU.College unconditionally and
irrevocably agrees that it will fully co-operate
with regards to the same and shall ensure that
all the classroom equipment is returned in a
proper and working order and condition as
they were on the date of installation/ first use
[normal wear and tear excepted];
c. University and/or College to immediately
cease from operating directly/ indirectly the
Edubeam platform. Further, the license
granted to the University/College shall stand
automatically cancelled forthwith and all
claim, interest, or privilege granted will revert
to VEPL without any further act or action on
the part of any of the Parties.
d. University andCollege both individually and
collectively will immediately cease to use the
name of Edubeam/VEPL in all advertising or
promotional material, website etc.

14. ASSIGNMENT NoParty shall assign any of its rights and/or

obligations as stated herein to any other Party/ies
without the prior written consent of all the other
Party, which consent shall not be unreasonably
withheld.

15. INDEMNITY During the Term of this MOU, each of the

Partiesindividually and together collectively shall
indemnify, keep indemnified and hold harmless
the other Party/ies, its employees, officers and
agents from and against any loss, damage, claim,
and liability arising out of any breach of warranty,
representation, or undertaking made by such Party
under this MOU.

16. CONFIDENTIALITY a) The Parties undertake, for the benefit of each

other, that they shall not during the Term of
this MOU or any time thereafter, disclose to
any Person any information relating to the
terms of this MOU and/or any Confidential
Information relating to the business or affairs
of the other Party/ies.
b) Each Party agrees to maintain such
information in confidence at all times, using
the same degree of care with respect to such
Confidential Information as it uses in

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protecting its own proprietary information

and trade secrets, but in no case less than
reasonable care.
c) The obligations under this clause shall
survive the termination of this MOU.

17. ENTIRE UNDERSTANDING This MOU constitutes the entire understanding

between the Parties concerning the subject matter
hereof and supersedes all prior discussions, and
replaces all earlier memorandum of
understandings, agreements and representations,
whether oral or written.

18. GOVERNING LAW The MOU shall be subject to the laws of India
only with courts in Mumbai having exclusive
jurisdiction. The Parties agree that the disputes
arising between the Parties, under this MOU, shall
be resolved by arbitration under the provisions of
the Arbitration and Conciliation Act, 1996. The
venue for arbitration shall be Mumbai.

19. LEGALLY BINDING Unless and until a long form agreement is

executed, this MOU shall constitute a legally
binding agreement between all the Parties here to.
This MOU is legally binding has been executed on
this []day of [], 2017.

For UNIVERSITY For VALUABLE For College

OF EDUTAINMENT PRIVATE
MUMBAI[Universi LIMITED [VEPL] GES, Arts, Commerce
ty] and Science college
Shreewardhan, Dist-
Raigad.[College]

Signature

Name: Sanjay Deshmukh Shirish Nandeshwar Dr.Manohar

M.Meshram

Designation: Vice-Chancellor [] Principal

Date: _______ [], 20[] ______[], 20[] ______[], 20[]

Place: Mumbai Mumbai Mumbai

Witnesses
Signature

Name:

Date: _______[], 20[] _______[],20[] _______[],20[]

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University of MumbaiValuable Edutainment Pvt. Ltd. []

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Place: Mumbai Mumbai Mumbai

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University of MumbaiValuable Edutainment Pvt. Ltd. []

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Annexure - I

[Universitys Deliverables Refer Clause # 6]

1. University will:-

1.1. Either use its existing studio facilityfor the Project; or fund VEPL in advance the capital
expenditure of Rupees Thirty Five Lakh Only [Rs. 35,00,000/-] for setting up the studio
facility [StudioCapex];

1.2. Fund VEPL in advance the capital expenditure of Rupees Three Lakh Thirty Thousand
Only [Rs. 3,30,000/-] [ClassroomCapex] per College for the classroom equipment
as set out in the table below:-
List of Classroom Equipment

Equipment Make/Model No.

Classroom Display Panasonic/Sharp [55" 2D TV]
i3 with HDMI, VGA and DVI out with monitor,
Client Desktop
keyboard and mouse with Windows 8.1/10
VSAT Dish 2 Way VSAT complete set for connectivity
Webcam Logitech HD Webcam
Microphone Ahuja Wireless mic
Accessories As per requirement

1.3. Make prompt and timely monthly payment to VEPL towards operating expenses
[StudioOpex] as set out here under:-

YEAR STUDIO OPEX PER MONTH

1 Rs. 7,73,000/- + Applicable Taxes at the then prevailing rate.

2 Rs. 8,12,000/- + Applicable Taxes at the then prevailing rate.

3 Rs. 8,53,000/- + Applicable Taxes at the then prevailing rate.

4 Rs. 8,95,000/- + Applicable Taxes at the then prevailing rate.

5 Rs. 9,40,000/- + Applicable Taxes at the then prevailing rate.

1.4. Make prompt and timely monthly payment to VEPL towards operating expenses
[ClassroomOpex], irrespective of whether the College has paid-up, or not as set out
here under:-

YEAR CLASSROOM OPEX PER COLLEGEPER MONTH

1 Rs. 5,725/- + Applicable Taxes at the then prevailing rate.

2 Rs. 6,050/- + Applicable Taxes at the then prevailing rate.

3 Rs. 6,300/- + Applicable Taxes at the then prevailing rate.

4 Rs. 6,625/- + Applicable Taxes at the then prevailing rate.

5 Rs. 7,000/- + Applicable Taxes at the then prevailing rate.

1.5. Late/delayed payments shall attract interest at the rate of one and half percent per
month [1% p.m.] from its due date till the date of actual payment;
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1.6. Appoint requisite support staff, acquire and maintain necessary wherewithal/ resources
for the Project;

1.7. Maintain separate, complete and accurate accounting records relating to this MOU. The
records must be available for inspection by VEPL or any of its Representatives.

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Annexure II

[VEPLs Deliverables Refer to Clause # 7]

1. Only after the written confirmation from the College is received by VEPL that the
classroom and the terrace in its premises are available in a peaceful and vacant
possession along with all necessary power/ back-up supply and ready in all other
aspects for installation of the classroom equipmentas detailed in clause # 1.1 of
Annexure-I, will VEPL proceed with commencing set up of the virtual classroom.

2. VEPL will also be responsible for:-

2.1. Providing one time initial training to the College staff to make them comfortable with
the use of Edubeam;

2.2. Providing a Software platform to facilitate connectivity and end to end maintenance of
the infrastructure;

2.3. Providing support for resolving issues over the phone;

2.4. Maintaining separate and complete accounting records relating to the Project;

2.5. Clarifying within fourteen [14] business days any valid query raised in writing by the
University pertaining to the Project;

2.6. Raising invoices monthly in advance in its own name upon the University for the
services rendered under the Project.

3. VEPL will endeavor to:-

3.1. Ensure uninterrupted transmission of the lectures. College and/ or University

understands that same may at times not be possible due to conditions beyond the
reasonable control of VEPL and VEPL cannot be held responsible for the same
howsoever.

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Annexure III

[Colleges Deliverables Refer to Clause # 8]

1. Collegewill at its sole cost and expense:-

1.1. Make prompt and timely quarterly payment in advance to the University towards
Classroom Opex, as set out here under:-

YEAR CLASSROOM OPEX PER COLLEGE PER MONTH

1 Rs. 5,725/- + Applicable Taxes at the then prevailing rate.

2 Rs. 6,050/- + Applicable Taxes at the then prevailing rate.

3 Rs. 6,300/- + Applicable Taxes at the then prevailing rate.

4 Rs. 6,625/- + Applicable Taxes at the then prevailing rate.

5 Rs. 7,000/- + Applicable Taxes at the then prevailing rate.

1.2. Ensure that if any service provider/ utility provider withdraws or is unable to provide
any services temporarily or permanently for whatsoever reason, then the College will
provide a functionally equivalent replacement of similar quality and standing [For e.g.:
in case of load shedding/ non-availability of electricity for a prolonged period then use
of generators of appropriate KVA may become necessary]. College will ensure that the
Project is not adversely affected in the interim;

1.3. Ensure that the cost towards all consumables like microphone, batteries is borne by the
College;

1.4. Ensure that all content disseminated to the students in the College will clearly carry the
Edubeam logo and that the same is not blanked out, obliterated or distorted in any
manner;

1.5. Ensure that neither the College and/or its students [singularly or collectively] or
directly/ indirectly modify, translate, decompile, or create or attempt to create, by
reverse engineering or otherwise, the source code from any object code supplied
hereunder, or adapt the technology in Edubeam platform or in any way or use it to
create a derivative work;

1.6. Ensure that neither the College and/or its students [singularly or collectively] or
directly/ indirectly use the Edubeam platform in any way other than for the Purpose;

1.7. Ensure that neither the College and/or its students use the name, logo, label, trade
dressing etc. of Edubeam in any manner whatsoever, including by creating a derivative
work;

1.8. Appoint requisite support staff for the Project;

1.9. Provide free of cost/rent space on the College terrace for setting up a 1.2 meter satellite
dish;

1.10. Ensure at all times the proper storage and safety of the classroom equipment provided
under this MOU;

1.11. Maintain separate, complete and accurate accounting records relating to this MOU. The
records must be available for inspection by University/ VEPL or any of its
Representatives;

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1.12. Late/delayed payments shall attract interest at the rate of one and half percent per month
[1% p.m.] from its due date till the date of actual payment. College expressly agrees
that VEPL may also suspend its services in the event of non-payment by the College;

1.13. Be solely responsible for the adequacy, accuracy, correctness of any academic content
and VEPL will not be responsible for the same in any manner whatsoever;

1.14. Procure the requisite content licenses/ permissions from the copyright owners for
dissemination/ broadcast of the same across all modes, mediums and formats.

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