please make the necessary changes wherever required in my agreement

AGREEMENT

This agreement is made at _____on ___day of_____ month of 2011:

AMONG

M/s Connect2Gurukul Services Pvt.Ltd having its registered offices at 151 S.F.S. Phase-4,Ashok Vihar, New Delhi - 110052 (hereinafter referred to as “C2G”) represented by ________________________________ (name and designation of the signatory) of the C2G;

AND

___________________________________________________________________

_________________________________________________________________
(name of the school, address, city, state and pin code) (hereinafter referred as “School”) represented by ______________________________________________ (name and designation of the signatory) on behalf of the School and its management.

(The expressions “C2G” and “School” shall include their respective successors and are hereinafter sometimes collectively referred to as the “Parties”).
RECITALS

A. WHEREAS C2G provides and implements “C2G Desk-School Management Software” Installed In School Premises by C2G.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein below, and the Parties intending to be legally bound therewith agree as follows:

1. Purpose.
The Purpose Of this Agreement is to define the working relationship between C2G and the School with respect to school’s subscription to C2G Desk, School Management Platform.

2. The objective and term

2.1 The term of this Agreement shall conclude on _____ day of ______________ month of ______ year or 60 months from the date of completion of installation of the Equipment and Hardware within the Specified Premises of the School in accordance with this Agreement, whichever is later. The Agreement can be renewed at the end of the stipulated term, mutually by the Parties as per the terms and conditions as may be agreed among them at such time.

2.2 the Parties hereby agree to abide by and to carry out their respective obligations as set out in this Agreement, including both Parts hereof.

3. The obligations of parties:

C2G Shall
1. Provide to the School, all Software as per the list provided in Annex A-1 .

The School shall:

1. Identify and maintain the Computer as a local Server where the Software shall be installed, and shall maintain for the purpose and during the term of this Agreement.

2. Neither share nor attempt or facilitate sharing of the Software outside the Specified Premises, nor attempt to make any recordings or copies Software.

3. Nominate a member of its staff who will help in coordinating the activities between the School and C2G or its Affiliates.

4. The School has understood that the Coordinator will undergo the self development training for such number of days per quarter as may be deemed necessary and determined by C2G or its Affiliates.

5. The School has to provide an proper Lan connection to all the computer for using the C2G Desk Software.

4. CONSIDERATION AND TERMS OF PAYMENT

The School expressly agrees and undertakes to effect all payments, including the following, stipulated to be made by the School to C2G in accordance with the terms and timelines prescribed by this Agreement:
a. Payment :Rs. 50,000/- paid advance at the time of signing contract. rest of Payment Rs. 1,00,000/- paid after implementation of the Application in School and Balance Payment will released in April 2013
b. Tax: Service Tax is 12.36%
c. Customization: Addition of extra features will be charged extra

5 PROPRIETORY RIGHTS

5.1 The School hereby acknowledges that the ownership of the Software belongs to C2G or its Affiliates, and the School has obtained a limited access to the Software for the benefit of its students and as part of the C2G Desk Software.

5.2 The Intellectual Property Rights in the Online Content and any related material or documentation are and shall remain the property of the C2G or its Affiliates. The Software has been created, sourced and developed/invented by C2G with considerable time and expense and the intellectual property rights therein, and in any related material or documentation are and shall remain the property of the C2G. Usage of these materials in any unauthorized manner will result in infringement of the intellectual property rights of C2G.

5.3 The School shall promptly notify C2G or its Affiliates in writing if the School becomes aware of any unauthorized act of infringement by any third party.

5.4 The School shall, at the request of C2G or its Affiliates, afford all reasonable assistance in bringing an action against the act of infringement of intellectual property rights of C2G or its Affiliates.

6. TERMINATION

6.1 Unless mutually agreed upon between the Parties to extend this Agreement beyond the Term or to terminate it before expiry of the Term, this Agreement shall stand automatically terminated upon expiry of the Term.

6.2 C2G shall be entitled to immediately terminate this Agreement without further notice, if the School:
A. has made any material misrepresentation or omission in this Agreement;

B. makes any unauthorized use or disclosure of any Confidential Information or any portion of the instructions of C2G;

C. makes any unauthorized use of or claim over the Intellectual Property Rights

D. denies C2G’s representatives the right to enter and inspect the Center;

GENERAL TERMS AND CONDITIONS

7. CONFIDENTIALITY AND OTHER PROTECTIONS
The School agrees that during the Term of this Agreement, not to disclose the Confidential information or any part thereof to any person or entity, and to treat and hold the Confidential Information and every part thereof with utmost care and protection.

8. FORCE MAJEURE

8.1 Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which results from circumstances beyond the reasonable control of that Party, including but not limited to fire, flood, natural disasters, riots, weather conditions affecting Local Server, technical snags and/or faults beyond the reasonable control or constant supervision any Party, etc. If such circumstances continue for a continuous period of more than 6 (six) months, either Party may terminate by written notice to the other Party.

8.2 The School has satisfied itself of the legality of contracting with C2G for the purpose of running C2G Desk Software in the Center. In case of any ruling/statutory changes by the government/department of Education or any other competent authority which makes it impossible to continue C2G Desk Software within the Specified Premises of the School, the School shall be bound to pay the entire outstanding amount.

9 SEVERABILITY
In the event of any clauses of this Agreement being adjudged as void or inoperative for any reason whatsoever, and if that clause is severable from the rest of this Agreement, the same would not affect the legality, validity or binding nature of the other terms and conditions hereof, and the said term(s) so struck down would be read as severed from the other contents of this Agreement.

10 GOVERNING LAW

This Agreement shall be interpreted and governed in all respects by the laws of India.

11. INDEMNITY

Each Party hereby agrees to indemnify and hold the other Parties (including their Directors, management, employees and authorized signatory) harmless from and against all losses, actions, proceedings, claims, demands, costs, awards, and damages however arising, directly or indirectly from breach of its obligations under or pursuant to this Agreement by such Party.

12 WAIVER

No failure or delay on the part of any of the Parties in the exercise of any right, power, privilege or remedy provided in this Agreement shall operate as a waiver of such right, power, privilege or remedy, or as a waiver of any preceding or succeeding breach by the other Party to this Agreement. Any single or partial exercise of any right, power, privilege or remedy shall not preclude any other or further exercise of such or any other right, power, privilege or remedy provided in this Agreement all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available at law or in equity.

13. NON POACHING
The School hereby agrees that it shall not at any point of time poach any of the employees of C2G or its Affiliates or cause to gain advantage by abusing intimate knowledge of C2G’s operations or Online Content, to release trade secrets or sensitive information related to C2G Desk Software, LEAP Courses, business practices, upcoming products, marketing plans, etc.

14 NOTICES
1. Any notice or other communication required to be sent under this Agreement shall be sent or delivered to the receiving C2G at the address of the respective C2Gs appearing above, or at such other address as the Parties may from time to time designate in writing.

2. Any notice or other communication shall be sent by in any two of the following modes of communication, these being: registered mail, email (in PDF format), reputed courier, facsimile or hand delivery.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE PUT THEIR HANDS HEREUNTO ON THE DAY, MONTH AND YEAR FIRST ABOVE MENTIONED.

Holy Child Public School Connect2Gurukul Services Private Limited