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THE LICENCE: LICENCE TO CONDUCT AN INSTITUTE OF FASHION TECHNOLOGY – IN THE NAME & STYLE OF JD INSTITUTE OF FASHION TECHNOLOGY.

THE AGREEMENT DATE AND PARTIES: THIS AGREEMENT made at Delhi on April 1, 2012 between JD IMAGE ROMOTIONS LTD., a company incorporated under the Companies Act 1956, and having its Corporate Centre: . JD, Lokayata, Hauz Khas Village, New Delhi-110 016. hereinafter referred to as “The Licensor” which expression shall include unless repugnant to the context or meaning thereof its successors and assigns of the One part and M/S PKT Learning Cervices Pvt Ltd, having registered office at FD- 4, 3rd floor Near Pitam Pura Metro station Delhi 110034, Hereinafter referred to as “The Licensee”. WHEREAS the Licensor is, interalia, carrying on the business of imparting training and education in Fashion Illustration, Jewellery Designing, Garment Manufacturing Technology, Personality & Image Development and other Fashion, Design & Fashion Technology as well as Creative Development related Courses, and also for the purposes and objects stated herein, the Licensor has established and commenced an educational institute in the name and style of JD Institute Of Fashion Technology (A Division of JD Image Promotions Ltd) in Mumbai and other cities of India , hereinafter referred to as “The Licensor”. AND WHEREAS the Licensee has expressed its desire to conduct an educational institute at 372-73, Aggarwal millennium Tower-II Netaji Subhash Place New Delhi – 110034. for imparting education and training in Fashion Designing initially and also other Courses offered by JD Institute Of Fashion Technology, as per the Course and Curriculum syllabus prescribed by the Licensor. AND WHEREAS the Licensor has agreed to give to the Licensee the complete education and training knowledge Course material assistance in training and selection of Faculty members etc., as may be essential and necessary for the center to operate and maintain the style and manner. NOW THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERE TO AS FOLLOWS: DUTIES, RESPONSIBILITES & PRIVILEGES OF LICENSOR: 1. The Licensor hereby grants to the Licensee full power and authority to use the name of JD Institute of Fashion Technology (A Division of JD Image Promotions Ltd) for the Institute conducted by the Licensee. 2. The Licensor will issue a Letter of Authorisation to the Licensee on signing of this agreement. The Licensee shall display the Letter of Authorisation at conspicuous position in the reception area of the place of the Institute or as may be directed by the Licensor. 3. The Licensor does herby agrees to give to the Licensee adequate copies of the Course Literature, Materials, Books, Technical details, Designs Data and Teaching Technique charts, Teaching Aids, assistance in training the Faculty Members, Conducting Examinations etc. as may be necessary, expedient and required for conducting the educational institute. 4. The Licensor, after satisfactory evaluation and on successful completion of training and other requisite formalities of the students of the said centre, the Licensor will award the Diploma/Certificate of respective course JD Institute Of Fashion Technology. 5. (A). The Licensor will extend assistance to procure any materials/ Books/ Periodicals (to be used by the Licensee for advertisement, teaching or administrating the Institutes).

5. (B). The Licensor hereby reserves the right of assigning, licensing permitting any other person(s) or institute etc. to conduct the education Institute/Classes/Training Centre in the city of AGRA. As may be considered necessary in case the Licensee is held responsible as per points mentioned in clause – 23 6. The Licensor shall at all times be entitled to inspect the premises and advice on the proper education facilities and prompt implementation thereof. 7. The Licensor reserves its right at all times to depute/send its representatives, Supervisors, Examiners, Faculty Members etc, to the Licensee’s Examination, Training, Lectures, Instructions, desirable by the Licensor and the Licensee shall fully co-operate with such representatives and give all possible assistance to them. DUTIES, RESPONSIBILITIES & PRIVILEGES OF LICENSEE 8. The Licensee shall conduct the Institute at 372-73, Aggarwal millennium Tower-II Netaji Subhash Place New Delhi – 110034 only in the style and manner prescribed and only at the location approved by Licensor. 9. The Licensee hereby agrees with the Licensor that it will conduct the Institute and impart training and education strictly in accordance with the prescribed curriculum, style and manner maintaining the image of the licensor. 10. The Licensee shall not assign any rights or benefits under this agreement. In the event of change in OWNERSHIP; Prior consent of the licensor is required. In the event of change in the composition of the licensee, would have to intimate the change within three working days in writing, stating the complete relevant details of the change to the…. Licensor. Failing to do so would be considered as breach of agreement and would lead to termination of the Agreement. 11. The Licensee shall bear all the expenses, taxes, rates, charges, claims, rents salaries whatsoever as may be necessary for conducting the institute and the Licensee shall indemnify and keep indemnified the Licensor against any claims, demand proceedings, charges, costs and expenses of any nature whatsoever arising during the term of this agreement. 12. All Courses Materials, Books, Literature, Design Techniques, Know-how, Charts, Data, Certificates, Diplomas etc. Whatsoever at any time supplied or entrusted to the Licensee for use as stated herein, shall always and shall be held by the Licensee as bailee, and shall always be returned by the Licensee to the Licensor on the termination of this agreement, or upon demand by the Licensor. 13. (A) The Licensee will ensure that payments are made in time, as prescribed by the Licensor against Debit Notes raised from time to time for the charges of any other educational materials, Books, Periodicals, as well as expenses as applicable apart from that mentioned in clause - 12. 13. (B) The Licensee will ensure that payment of royalty as per agreement is forwarded in specified Bank and time. The Licensee further ensures that copy of the receipts and other documents are forwarded at regular intervals, i.e., 2nd day of every Month, previous month amount, receipt copies and other relevant documents would be forwarded. 13 (C) The Licensee will ensure that all fees received from students in form of cash or cheque will be deposited in the bank within one working day. 14. The Licensee shall maintain a proper and well kept premises with all necessary facilities as may be required for the education institute prescribed by the Licensor as well as applicable as per statutory requirement prevailing in the city of the Licensee.

15. That the Licensee shall have no authority to raise loan or borrow money in the name of the Licensor and it is expressly understood that the Licensor shall be in no way responsible for any debt or other liability/ obligation created by the Licensee for business or any other purposes. 16. That the Licensee is bound to participate in the national / regional/ local advertising campaign as planned or decided by the Licensor. Non participation in the advertisement as released by the Licensor shall be considered as breach of agreement. 17. That the Licensee will market the Licensor’s product/ services as per the directions in writing issued by the Licensor from time to time . 18. The Licensee will get approval of Licensor for any type of advertisement to be released, for participation or organizing any promotional event and all the relevant specimen and /or documents will be forwarded to the Licensor at Mumbai and /or Delhi office for approval & authorisation. 19. The Licensee shall ensure that the Name, Style and Logo of JD Institute of Fashion Technology (A Division of JD Image Promotions Ltd) is not altered, amended, modified or presented in different manner or style, and the Licensee will be held responsible and accountable for any such misuse or modification carried out by them or their Associates in whatsoever manner the Licensee will be liable to pay damages as per Licensor. 20. The Licensee shall keep proper records, Books of Accounts, Registers, Receipt Books of Accounts, Registers, Receipt Books, as may be prescribed by the Licensor. The Licensee shall allow the Licensor or its duly authorized representative to inspect the aforesaid records, Books etc., and take copies thereof. 21. That the books of accounts, receipt books etc. shall be kept at the office of the Licensee center approved by the Licensor and shall remain open at all times for inspection by the authorized person(s) of the Licensor. The Licensee shall allow all the surprise or regular checks/ inspections conducted by the Licensor. 22. That the Licensee shall permit the Licensor or its authorized representative(s) from time to time to conduct the feed back/ inspection the premises or to examine the conduct of business by the Licensee etc. . The Licensee shall extend all his/her/its cooperation in conducting such inspections conducted by the Licensor. 23. That the Licensee shall submit his certified audited copy of balance sheet, financial results and profit and loss statement to the Licensor within sixty days of the completion of the financial year. 24. That the Licensee shall have no authority to raise loan or borrow money in the name of the Licensor and it is expressly understood that the Licensor shall be in no way responsible for any debt or other liability/ obligation created by the Licensee for business or any other purposes. 25. That the Licensee is bound to participate in the national / regional/ local advertising campaign as planned or decided by the Licensor. Non participation in the advertisement as released by the Licensor shall be considered as breach of agreement. 26. That the Licensee will market the Licensor’s product/ services as per the directions in writing issued by the Licensor from time to time . 27. That the Licensee shall be responsible for the day to day operations, functioning of the center, including canvassing of the business of the Licensor. 28. That the Licensee shall appoint all the staff required for its center. Licensee shall supply a detailed summary of the appointment of the staff. All such staff appointed for the Licensee center shall be the exclusive staff of that center only and shall at all time be the employee of the Licensee . There shall be no relationship of employer and employee or any other such relationship between the Licensor and the said staff. Licensor shall never be responsible towards any such staff’s welfare in any kind.

29. That the students of the Licensee center are the sole responsibility of the Licensee and all welfare of the students or all the commitments made during the counseling or in the advertisement or in any other promotional campaign shall be fulfilled by the Licensee only. Licensor in no case and circumstances shall be responsible for fulfilling any such commitments made. 30. That the Licensee has to register/ enroll all the students on the admission forms duly supplied by the Licensor and to submit the same with the Licensor once in a month against proper acknowledgement. 31. That the Licensee shall accept the fee from the students only on the receipt books issued by the Licensor. 32. That the Licensee shall submit the result of all Successful Candidates within a week from the date of result declared with the Licensor against acknowledgement. 33. That the Licensee shall not award any merit/ appreciation or credit certificate or any letter regarding student performance, proficiency, or achievement in course or in any examination or in any evaluation to a student other than those issued by the Licensor . 34. The Licensee shall charge Admission Catalogue Fees, Registration Fees, Course Fees, Examination Fees etc., from the students as may be prescribed by the Licensor in writing, and issue necessary official receipts. 35. If required the Licensee shall ensure that the students are offered an opportunity for their talents development by way of organizing exhibitions, seminars and interaction conferences with the professionals of the industry, and Fashion shows for the promotion of talents and creativity. It will be the responsibility of the Licensee to meet with the expenses. All such programmes, events and function details must be approved by the Licensor. 36. That the Licensee hereby agrees and accepts to bear all cost of any claim / compensation due to service failure or otherwise, directly/ indirectly attributed to the Licensee, then the Licensee shall be liable to settlement of claims, if any, and the Licensee has to negotiate and settle the claim with the student(s)/person(s)/Authority etc. . AFFILIATION FEE AND PAYMENT SCHEDULE: 37. (A) In Consideration of the License, the licensee does hereby agree to pay to the Licensor a total payment of Rs.7, 50,000/- (Rupees Seven lac fifty thousand only) with 10.3% ST Rs 66950/-. Being the fee for affiliation, which is not refundable or transferable for any reason whatsoever. 38. (B) Further the Licensee shall pay the Licensor the Royalty every month at the rate of 25% of the total fees received by the Licensee from the students during the term of this agreement. The Royalty amount will be paid by Bank Transfer / Demand Draft in favour of “JD Image Promotions Ltd” Payable at Delhi or amount deposited in bank account as specified by the Licensor. After due date, for overdue royalty amount, interest @24% per annum calculated on day to day basis will be charged till date of amount actually received in the account of Licensor. 39. That in the event of failure to pay Royalty, Debit note and other outstanding dues, the Licensee shall have to pay an interest at the rate of 24% per annum on the amount due calculated on daily basis from the date of amount due till the date of payment . INTIMATION OF CHANGES, IF ANY: 40. The Licensee shall not change his/her/its place of business / address approved by the Licensor under this agreement. However, in the event of, there being a change in the telephone number(s)/telex/e-mail etc. of the Licensee’s said place of business/ centre shall be intimated to the Licensor within forty eight hours of change, in writing.

DURATION OF AGREEMENT: 41. (A). The amount of Rs 1, 00,000/- (Rupees one Lac only) was paid by Cheque. No. 00896 DATED 013.010 .2009 drawn on Bank. And following cheques. (B). The duration of this agreement shall be for an initial period of three years from the date of execution of this agreement renewable at the option of the parties hereto for another term. At the time renewable of agreement, no franchise fee would be charged by the licensor. However the licensor would be entitled to the royalty payment as described in the agreement. 42. That the Licensee shall deposit the advertisement payments in advance with the Licensor. 43. Notwithstanding anything to the contrary herein contained the Licensor shall be entitled to terminate this agreement forthwith upon the happening of the following events: (a) If default is made in any payment(s).

(b) If the Licensee fails to maintain the standards as directed by the Licensor from time to time. (c) If any irregularities occurring in the conduct of the examination or in awarding of the certificates or imparting the courses. (d) If the Licensee sublet the premises or uses it for any other purpose other than specified in this Agreement. (e) If the Licensee open any extension counter or expends the capacity of the institute by hiring/ purchasing another premises / space or for any other purpose without taking prior written permission from the Licensor. (f) If the Licensee does not issue the requisite course material as provided by the Licensor to the students. (g) If the Licensee does not submit the reports as mentioned / required in this present Agreement. (h) If the Licensee is found involved in any court case/ Authority etc.

(i) If the Licensee goes into liquidation, with any reason or in case of any addition or removal of any one or all partners / directors without the prior written permission of the Licensor. (j) If the Licensee becomes insolvent.

(k) If the Licensee is found copying, using duplicate material which is developed & supplied by the Licensor. (L) If the Licensee altering or changing the material, schedule, fees, course duration, contents, testing & evaluation criteria, standards or training methodologies laid down by the Licensor (m) If the Licensee engaging in a similar business, which is in direct/ indirect competition to the existing business of the Licensor.

(n) If the Licensee indulges in any act involving moral turpitude, negligence or misconduct with the likelihood of causing harm or which is prejudicial to the good name

of the Licensor. The Licensor shall be at liberty to terminate this agreement without notice at any time for reason of the Licensee violating any terms and conditions of this Agreement. (o) Further sub – Licensing done by the licensee

(p) Using the trade name of “JD Institute of Fashion Technology” for any other purpose other than the sale of courses conducted by the licensor. 44. Either party to the agreement may terminate this agreement by giving to the other six months notice in writing; however, the agreement will remain in force until completion of the entire academic year relevant hereto. On termination for any reason whatsoever, the licensee shall have no claim for any expenses or costs incurred by the Licensee for furniture, Fixtures, or any assets as required for the Institute. 45. On termination of this agreement, the Licensee shall immediately return or the Licensor the authorization Certificate and the Licensee shall cease and desist from using the name JD Institute of Fashion Technology any more and conducting any course as per the curriculum. 46. It is mutually agreed between the parties hereto that the courts in Delhi only will have the jurisdiction to try and entertain any suit or proceedings arising out of this agreement. 47. The Licensee also agrees to pay back the entire Course fee received from the students in case of suspension or postponement or termination of Licensing Agreement within 90 (ninety) days from the receipt of notice by Licensee from Licensor 48. That the Licensor reserves the right to alter any of the terms and conditions of the present Agreement at the time of renewal of the agreement. 49. The expiry/ termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties hereto under this Agreement. In witness whereof the parties hereto have hereunto set their respective hands the day and year first herein above written. Signed and delivered by Mr.R.C. Dalal Executive Director of JD Image Promotions Ltd In the presence of. Mr. Rakesh Gusain. Signed and delivered by ………….., The Licensee herein in the presence Licensor: JD IMAGE PROMOTIONS LTD Licensee: PKT Learning Cervices Pvt Ltd License Period: (date from 01/04/ 2012 to 31/03/2017.) …………………….. …………………….. …………………….. ……………………..