Affiliations & Authorizations

1. Electro-Mech Enterprises Pvt. Ltd, a Private Limited Company, having its registered office at XXV11/430, NH 47, Edappally Toll, Kochi-682024, Kerala, represented herein by its Managing Director, Mr. Sahad AK; hereinafter referred to as FIRST PARTY; which expression, unless repugnant to the context or meaning thereof, include its successor and assigns;

2. RIA Institute of Technology Proprietor Ship firm 3/76 shiva building Ramaanjenya layout Marathahalli Bangalore 560037 its Proprietor Mr. Ayaz Ulla.F hereinafter referred to as SECOND PARTY; which expression, unless repugnant to the context or meaning thereof, include its successor and assigns;

The FIRST PARTY and the SECOND PARTY are hereinafter collectively referred to as the 'PARTIES';

1. Whereas, the FIRST PARTY is authorized to sell self-paced SAP Education Programs (Enable Now Power User Program) by SAP AG.

2. And whereas, the SECOND PARTY is desirous to teach and train its students in self-paced SAP Education Programs (Enable Now Power User Program) in FICO, SD, PP and MM modules.

3. And whereas, the SECOND PARTY has satisfied itself on the contents of self-paced SAP Education Programs (Enable Now Power User Program) in FICO, SD, PP and MM modules.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. The SECOND PARTY requests the FIRST PARTY to provide contents and platform of Fifty (50) students in self-paced SAP Education Programs (Enable Now Power User Program) in FICO, SD, PP and MM modules.

VALIDITY:

1. Validity of this 'Memorandum' shall be for a period of one year starting the first day of the date of signing of this document. The Memorandum shall be running into effect for a full period of one year as mentioned in termination clause of this document provided the commitment of student ids are created as mentioned in this.

2. The FIRST PARTY reserves the right to revise the rate per student id at any point of time this 'Memorandum' is in effect and communicated to the SECOND PARTY.

OBLIGATIONS OF THE FIRST PARTY:

1. The FIRST PARTY shall at all times maintain a good working order on all instructional aides and facilities.

2. The FIRST PARTY shall dedicate a managing member of its staff with adequate support structure to act as the focal point, from its premises, to co-ordinate activities with the SECOND PARTY and SAP.

3. The FIRST PARTY shall provide unique username & password access for each of the students enrolled for training with the SECOND PARTY.

4. The FIRST PARTY shall provide POWER USER certificates to each and every student at the end of the successful completion of the course.

5. The FIRST PARTY shall provide training to the trainer of the SECOND PARTY in the FIRST PARTY'S premises, cost of which has to be borne by the SECOND PARTY.

OBLIGATIONS OF THE SECOND PARTY:

6. The Second Party will pay an amount of Rs.2,50,000/- Against (50 Logins) with Rs.5,000/- as the login cost including GST at the time of MOU as the fees for SAP Enable Now Power User Program access to each of the students sponsored by the SECOND PARTY to access the software and documentation.

7. The SECOND PARTY shall provide the class rooms, trainers and other facilities for the contact classes of 80 hrs.

8. The SECOND PARTY shall consider as confidential all information provided by the FIRST PARTY under this Agreement. The SECOND PARTY undertakes not to divulge any confidential information to any person except to its employees who need to know the information for successful conduct of the training.

9. In no circumstances shall the SECOND PARTY reuse/duplicate the student id assigned to a particular student with any other student, violation of which shall end in termination of this 'Memorandum' without notice with immediate effect.

10. The SECOND PARTY shall not reproduce any course material provided by the FIRST PARTY or use any publicity material provided by the FIRST PARTY or SAP without their prior permission or approval.

11. SAP the parent company reserves all the rights to the contents and platform and the FIRST PARTY is authorized to distribute and SECOND PARTY shall in no way misuse, manipulate or exploit in manner or fashion as it desires, occurrence of which shall end in termination of this 'Memorandum' with immediate effect.

12. The SECOND PARTY shall act and perform in strict confidence, trust and commitment to SAP and the FIRST PARTY as far as conduct of the course and management of the materials both tangible and intangible.

13. Under no circumstances shall any amount paid to the first party be refunded.

14. This 'Memorandum' is exclusive and the SECOND PARTY shall not be free to enter into agreements with other third parties covering cooperation on matters within the scope of this 'Memorandum'.

15. The SECOND PARTY shall add other entities in the franchisee model, with operations not in their individual center capacity but as per the franchisor.

16. The SECOND PARTY shall pay Rs.100/- as certificate cost for each student and actual cost for the transportation charges for dispatching the same.

17. The SECOND PARTY shall pay Rs.100/- as examination cost per student one day before the examination.

GENERAL PROVISIONS:

1. Amendments. Either party may request changes to this 'Memorandum'. Any changes, modifications, revisions or amendments to this 'Memorandum' which are mutually agreed upon by and between the parties to this 'Memorandum' shall be incorporated by written instrument and effective when executed and signed by all parties to this 'Memorandum'.

2. Applicable Law. The construction, interpretation and enforcement of this 'Memorandum' shall be governed by the laws of the State of Kerala and the courts of the district of Ernakulam shall have jurisdiction over any action arising out of this 'Memorandum' and over the parties, and the venue shall be the Ernakulam, Kerala, India.

3. Entirety of Agreement. This 'Memorandum', represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations and agreements, whether written or oral.

4. Severability. Should any portion of this 'Memorandum' be judicially determined to be illegal or unenforceable, the remainder of the 'Memorandum' shall continue in full force and effect, and either party may renegotiate the terms affected by the severance.

FORCE MAJEURE:

1. The PARTIES shall not be considered in default of the performance of their obligations under the terms of this 'Memorandum', if such performance is prevented or delayed for any causes beyond the reasonable control of the PARTY affected including war, hostilities, revolution, riots, civil commotion, strikes, lockouts, epidemic, fire, explosion, flood, earth-quake, act of God, any act of Government, espionage, governmental action or interruption of services or any other cause beyond the control of the concerned PARTY which could not have been foreseen or avoided by the exercise of due diligence.

TERMINATION AND MODIFICATION:

1. This 'Memorandum' shall enter into force for an initial period of 1 year, from the date of its signature by the duly authorized representatives, provided the full payment of the committed number of student ids be realized in the FIRST PARTY'S bank account within six months from the date of signing this document by the Parties and may be renewed by mutual agreement between the Parties at the end of the tenure.

2. Failure to stick to or breach/violation of clauses 1 through 8 of the sections of 'Obligations of the SECOND PARTY' will effect in termination of this 'Memorandum' with an immediate effect.

3. Either party may terminate this 'Memorandum' with 30 days' notice in writing to the other party. In the event of termination, the Parties will take steps to bring the activities under the 'Memorandum' to a prompt and orderly conclusion. If the 'Memorandum' is terminated neither party shall be liable to the other for any monetary or other losses that may result.

DISPUTE RESOLUTION:

2. If any dispute arises between the PARTIES hereto during the subsistence of this 'Memorandum' or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this 'Memorandum', the PARTIES hereto endeavor to settle such dispute amicably. In the case of failure by the PARTIES to resolve the dispute in the manner set out above within 15 (fifteen) days from the date when the dispute arose, the dispute be referred to arbitration of a Sole Arbitrator to be appointed by the consent of the PARTIES. The place of arbitration shall be Ernakulam.

3. The arbitration proceeding be governed by the Arbitration and Conciliation Act, 1996 and shall be in the English language. The Arbitrator also decides on the costs of the arbitration proceedings.

4. The Arbitrator's award be substantiated in writing and the PARTIES hereto submit to the Arbitrator's award which be enforceable in any competent court of law.

JURISDICTION OF COURTS:

5. This 'Memorandum' be governed and construed in accordance with the laws of India and subject to the provisions of this clause, be subject to the exclusive jurisdiction of the courts at Ernakulam.

MISCELLANEOUS:

6. It is agreed to between the PARTIES that this 'Memorandum' is on a Principal-to-Principal basis and does not create any employer-employee or principal-agent relationship between the FIRST PARTY on the one hand and the SECOND PARTY on the other. The FIRST PARTY shall not represent or designate his / its business premises as an office of the SECOND PARTY. The FIRST PARTY shall not advertise in any form on behalf of the SECOND PARTY.

7. Stamp duty and other taxes and levies on this 'Memorandum' be borne equally by the PARTIES.

NOTICES:

8. All notices required to be served by either of the PARTIES hereto be deemed to have been duly and effectually served, if delivered by hand or addressed by registered post AD at the following address:

For ELECTROMECH ENTERPRISES PVT. LTD   |   For RIA INSTITUTE OF TECHNOLOGY

IN WITNESS WHEREOF the parties hereto have signed this deed on this 26/11/2021 Day of November, 2021.