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MEMORANDUM OF AGREEMENT This Memorandum of Agreement (The MoA) is made on this XXth Day of XXXXXX 2014 (the Effective

Date) BY AND BETWEEN JBM Cadmium Private Limited a duly incorporated company under Companies Act, 1956, having its registered office at 610, Hemkunt Chambers, 89 Nehru Place, New Delhi 110019, through Mr. Vivek Talwar, Head Education Services (hereinafter referred to as JBMC which expression shall, unless excluded by or repugnant to the subject or context thereof; be deemed to mean and include its administrators, successor(s) in business or their interest and permitted assigns of the One Part). AND Dr K N Modi University an university established under the Dr K N Modi University, Tonk (Newai) Act, 2010, and having its campus/office at INS 1,2& 3 through its Vice-Chancellor XXXXXXXX (hereinafter referred to as DKNMU which expression shall, unless excluded by or repugnant to the subject or context thereof; be deemed to mean and include its administrators, successor(s) in business or their interest and permitted assigns of the Second Part). 'The parties shall be hereinafter individually referred to as the party and collectively referred to as the Parties. In this MoA, unless the context clearly indicates a contrary intention, a word or an expression which denotes a natural person shall include an artificial person (and vice versa), any one gender shall include the other gender, the singular shall include the plural (and vice versa). DEFINITIONS; In the understanding, as hereinafter defined, the following words and expressions shall have the meanings hereby assigned to them except where the context otherwise requires; 1. MoA and this MoA shall mean the Memorandum of Agreement and all attached Annexure, Schedules, Exhibits and Instruments supplemental to or amending, modifying or confirming this understanding with the provisions of this MoA. 2. Alliance means JBMC and DKNMU. 3. Prospective Student shall mean those students and / or working executives / professionals who intend to enroll or have enrolled themselves in the listed course/ programme and have undergone a pre determined selection process and / or a personal interview conducted by a panel nominated by the parties. 4. Course Programme means the structured programmes being offered under the aegis of this Agreement, the details of which are annexed as Annexure I. All course curricula and their

pedagogy developed by JBMC & DKNMU and as approved by the Academic Council of DKNMU will be used exclusively for the annexed course programmes only. 5. Content means the subject wise curriculum developed by both parties to be used exclusively for the management of the course programmes and as approved by Academic Council of DKNMU as per Annexure I of this document and any other annexure that is added on mutually agreeable terms 6. Operating Expenses shall mean the expenditure accruing from the operation of the programme. 7. Effective Date shall mean the date of this agreement. 8. Fees shall mean the pecuniary amount inclusive of all taxes / levies etc. charged to the student, one and all alike during the term of the course programme. 9. Licensed Software shall mean the software required for offering the Product Design and Development course programme being CATIA, DELMIA & MSC CAE or any other software required for the Course/Programme under this Agreement. 10. Confidential Information shall mean all the intellectual property rights including patents, processes, know-how, improvements thereon, copyrights, business strategy/plan and any other information intended to be confidential, documentation techniques, practices customers list, commercial data, ideas, systems approaches, programmes, training material and other commercially valuable information / data. 11. Material Breach shall mean any breach of the terms and conditions of this agreement. 12. Qualification Norms shall mean the conditions the programmes need to qualify in order to present legitimate courses to students which includes; a. Approval by AICTE, UGC and / or any other Statutory Body, if required by the law of the land b. Meeting all other requirements/criteria required for conducting the courses/programme c. Sufficient infrastructure for running programmes d. Logistically feasible norms to run the programme 13. Territory means the specified territory agreed between both the parties for each programme as per the Annexure attached to this agreement or added from time to time. However, in the event that DKNMU cannot meet the demand capacity of students required for enrollments within the defined territory to fulfill the requirements of any consortium led by JBMC then, JBMC and the consortium are free to explore other options to offer the existing programme. 14. Management Team for the purpose of executing this alliance effectively, both parties will nominate a management team that will guide and oversee all day to day activities. The

management team will be a nomination on no cost basis unless entered into an agreement through mutual understanding. 15. Academic Plan shall mean a joint document prepared by representatives of both parties to set goals, financial targets and performance measuring objectives for review by both managements. 16. Programme Coordinator shall mean a regular and responsible officer appointed by each party for each programme to look after the day to day implementation of the respective academic delivery including scheduling of teachers / trainers, documentation, compiling of attendance and sessional marks, paper setting, student counseling etc. Both the programme coordinators shall coordinate with each other to ensure smooth functioning of the programme and meet the expectations of the University Authorities. 17. JBMC Consortium shall mean, in context of this agreement and the Annexures thereto or any additions or deletions or modifications, a group of companies clubbed by JBMC for the purpose of creating placement opportunities for prospective students at the end of the programme who have met all pre defined placement norms. The Objective of the Agreement: The Education Industry is in a robust growth stage and both the parties foresee realization of growth opportunities in the near future through a joint collaboration. Therefore, the objective of this agreement is to initiate activities and mobilize internal resources of each party for the purpose of commencing the agreed programmes within an agreed time frame. The Parties are desirous of conducting but not limited to the following Programmes/Courses jointly by the year 2014 onwards: 1. B. Tech - Mechanical Engineering Industry Integrated a 4 (four) year full time course starting from July 2014 onwards. 2. Product Design & Development programme providing focused study material and certified training courses on high end licensed software such as CATIA, NASTRAN and DELMIA etc from January 2014 onwards. 3. Training & Placement programme providing final year students a semester in industry platform. This is a 24 weeks industrial training with assured placement. The Parties have agree to initiate various programmes and shall determine the modus operandi including the Commercials for each of the Programmes as per Annexure I of this agreement. If both parties mutually agree to launch any other programme with similar objectives then, an addendum in the form of an annexure may be signed, which shall become an integral part of this agreement. The Parties also agree that all the Programmes/courses to be operated through this agreement shall be full / part time courses as specified. JBMC & DKNMU will allow the use of the content and its logo for the purposes of the agreement. This right will be valid for the duration of the agreement.

Joint Roles and responsibilities of the Parties:JBMC obligations; Design and delivery of JBMC content as per statutory guidelines in mutual agreement with the DKNMU management team. Recruitment and deployment of faculty as per Academic Calender for the JBMC content as per norms laid down by the respective regulatory body. Assessment of students for the JBMC content as per guidelines laid down by the Academic Council of DKNMU. Diploma/Certificate for the JBMC Content.

DKNMU obligations; Qualification Norms of the programme. ATL & BTL marketing of the programme Enrollment of students in the programme through its enrollment portal. Branding and promotion of the programme. Highlighting the brand image of JBMC along-with DKNMU by using the name of JBMC jointly along-with DKNMU in the brochure, stationary, hoardings, boards etc placed in the University campus that the programme is being conducted jointly with JBMC. Infrastructure for the programmes including but not limited to the requisite faculty , class rooms, space for JBMC representatives , stationary, uninterrupted power supply, toilets, parking etc. The responsibility and the accounting for all such services / facilities would be in the purview of DKNMU and on no cost basis to JBMC except as per provisions made in Annexure-I Assessment of students enrolled in programmes. Degree for the programme.

Term

Joint Roles and responsibilities of the Parties; Development of an Academic plan. Up gradation of each parties content Award of Degree/Diploma/Certificates as per laws of the land.

The initial term of this agreement shall be for a period of 7 (seven) years from the effective date unless terminated earlier as provided herein. The said Term is renewable, on mutual discretion and understanding of both parties for a further period of 7 (seven) years or as mutually agreed by the parties. Both the parties shall execute a fresh agreement for such renewal by exchange of letters. However, on mutual agreement both parties may agree for a different term for any programme as annexed with this agreement. Review of courses

Both the parties will review the development of collaboration under this agreement for running/discontinuation of the existing courses or addition of new courses every three months. The review shall be done jointly by XXXXXXXXXXXXXXX (JBMC) and XXXXXXXXXXXX (DKNMU) Management Team A Core Management Team will be formed to review the operations consisting of members each from JBMC and DKNMU as follows:JBMC; 1. XXXXXXXXXX 2. XXXXXXXXXX 3. XXXXXXXXXX DKNMU; 1. XXXXXXXXXX 2. XXXXXXXXXX 3. XXXXXXXXXX There will be an fortnightly operational review to be conducted by the management team followed by a monthly review of the operational score card along-with discussions on strategic matters/new initiatives/and any other unresolved issue along with the senior leadership of this alliance: 1. XXXXXXXXXX, JBMC 2. XXXXXXXXXX, DKNMU Right of Inspection and observation JBMC shall be authorized at all reasonable times to enter and oversee courses conducted by the faculty and suggest measures for improvement if any which shall be discussed by the parties and shall be incorporated if required. Fees The fees to be charged from the Students for courses to be conducted under this agreement shall be fixed based upon the projected expenditure and will be subsequently approved by the internal statutory bodies of DKNMU or external bodies as per law of the land. The details of Fees for each of the courses/programmes is detailed along with the annexure for each of the courses/programmes attached to this agreement Terms of payment

JBMC shall supply the cost of delivery of the academic component under their domain alongwith item-wise breakup to DKNMU as required by the law of the land. The payments to JBMC for students enrolled in programmes as per annexure will be made on specific terms and conditions agreed between both parties and detailed in the programme annexure. DKNMU shall transfer the fee component payable to JBMC as per the mutually agreed terms for each Programme. All dues payable to JBMC shall be paid by DKNMU within the stipulated period agreed for each programme as per the Annexure to this agreement or added from time to time.. In the event the dues are not paid within the stipulated time, a penal interest @ 18% per annum will be charged by JBMC on the outstanding amount till the outstanding payment is not cleared. . If the total outstanding is not cleared within a period of 30 days from the due date of payment then the non clearance of total outstanding including interest will be deemed to be a material breach of this agreement. Indemnity Both parties agree to comply with the terms of this agreement. In the event of any claims, liability, losses, costs and /or damages due to non compliances of law or any dispute arising from a third party. Both parties agree to indemnify and hold harmless, ,its employees, staff, representatives, agents, successors and assigns from and against all claims , damages, liabilities, losses arising out of material breach under this agreement . Termination The Parties may terminate the agreement before the specified term if they mutually decide the same. The Parties will also be entitled to terminate the Agreement if there is a material breach of this agreement by either of the parties. In case of early termination, both the parties shall be liable to complete their obligations in respect of the courses already undergoing at DKNMU till its successful completion. Non-Compete The parties agree that till the time this agreement is valid and binding, both the parties will not enter into any discussion, understanding, arrangement similar (that is, for the programmes as per Annexure I and II of this agreement within India) to the one as above nor disclose the contents of this agreement to any third party. Both Parties agrees to deal exclusively with each other in the agreed territory in respect of the content / services of this agreement. Confidentiality Both the parties agree that the information/documents exchanged/Course Contents/Pedagogy will be exchanged during the term of this agreement is confidential and may be proprietary in nature and important for the parties. During the tenure of this agreement and 3 years thereafter, the parties to this alliance agree to not to disclose confidential information of the other party to any third party without the prior written permission of the other party.

Both the parties also agree that course contents, pedagogy for each of the courses and other tangible and non tangible assets shared by each of the parties for the strategic collaboration are the proprietary rights of the parties and sharing of the same with any third party shall breach the proprietary rights of the parties . Remedies for Breach of Confidential information The Parties shall not share Confidential information with any third party without the prior permission from the other party . In case of breach, the disclosing party can obtain immediate injunction relief against the other party. If the dispute is still not resolved, the same shall be referred to Arbitration. Alternations/Modifications/Additions All Alternations/Modifications/Additions after the date of this agreement shall be made in writing by exchanging letters as part of this agreement No Partnership The Parties hereto are acting independently on principal-to-principal basis. Nothing contained in this agreement shall be deemed to constitute a partnership or an association of persons between the parties hereto, and except as specified herein, no party shall have any liability, whatsoever, on behalf of the other. Force Majeure Neither Party shall be liable to the other for any failure of, or delay in, its performance hereunder due to causes beyond its reasonable control including, but not limited to, acts of God, catastrophic phenomena, fire, flood, terrorist strikes, earthquake, epidemics, revolution, , acts of government (including, but not limited to, any law, rule, order, regulation or direction of the India government or of any other government having jurisdiction over the Parties, Whether foreign or domestic, or of any department, agency or commission thereof), or other unforeseeable reasons beyond either Partys reasonable control, national emergencies, insurrections, riots, acts of war (Whether declared or not), quarantine restrictions,, strikes, (collectively, Force Majeure). Governing Law This AGREEMENT shall be governed by and construed in accordance with the laws of India and the courts at Delhi shall alone have the jurisdiction on the terms governing this AGREEMENT.

Dispute Resolution All the disputes arising out of this agreement shall be referred to the management team and if further support is required to resolve the issue then the same will be referred to the top management of both the companies, i.e. XXXXXXXXXXXXX of JBMC & XXXXXXXXXX DKNMU, whose joint decision shall be final and binding. If the dispute remains unresolved for 30 days, the same shall be referred for arbitration under the Arbitration & Conciliation Act 1996. The proceedings of it shall be held at New Delhi and the language of the proceedings will be English. Also it is agreed that the expenses of the Arbitration Proceedings shall be borne by the party invoking the arbitration proceedings. IN WITNESS WHEREOF the parties hereto have caused this agreement to be duly executed as on date and year first written above. Signed on and behalf of Dr K N Modi University Signed on and behalf of JBM Cadmium Private Limited

_________________________ __________________________ XXXXXXXXXXXX (XXXXXXXXXXXX) Witnesses; Vivek Talwar (Head Education Services)

ANNEXURE I (Jointly agreed Programmes/Courses)

1. B. Tech in Mechanical Engineering (Industry Integrated) 1.1. The Parties agree on the following terms and conditions for the joint development of the aforesaid B. Tech programme: 1.1.1.The agreed territory for the B. Tech programme shall be Jaipur (Rajasthan). However, the expansion of the territory will be reviewed by the parties before the admission of the second batch and the area of territory will be discussed and extended from time to time to other parts of India, ASEAN, SAARC Countries and the GCC countries. However, in the event that DKNMU cannot meet the demand capacity of students required for enrollments within the defined territory to fulfill the requirements of any consortium led by JBMC then JBMC and the consortium are free to explore other options to offer the existing programme. 1.1.2.The first and second year of the programme will be the responsibility of DKNMU (including but not limited to the enrollments, course design, content, curriculum, faculty, assessment and the pedagogy). 1.1.3.The third and fourth year of the programme will be the responsibility of JBMC (including the course design, content, curriculum, faculty, assessment and the pedagogy) as approved by the Academic Council of DKNMU. Minimum target of admissions for the programme shall be 45 students to start the programme. If the admissions received are less than 45 students, parties will decide the future course of action including the decision to not to run the programme. Fees shall be collected from the prospective students with the condition that if the programme is not able to meet the minimum students or a mutually agrred decision otherwise by both parties than the fees collected shall be refunded by DKNMU. In the event that the course is not being run due to fewer enrollments than the minimum target for the programme then both parties agree to transfer the prospective student into an alternate existing programme being run by DKNMU in which case JBMC will be indemnified from the enrollment and fees collection process. 1.1.4.JBMC and DKNMU shall jointly lay down the conditions of academic achievements by the students, which if met by the students successfully shall entitle them to assured placement in various companies in India at minimum package of Rs. 3 Lac per annum or as per market norms at that time. 1.1.5.A letter of Intent shall be given to the students at the time of enrollment/admission specifying all terms and conditions to be met by the student for the assured placement under this programme.

1.1.6.A letter of offer shall be given to the students who meet the placement criteria in to within 15 days from the date of declaration of the 8th semester results. 1.1.7.If JBMC is unable to place a student who has successfully met all the placement criterias,it will refund the difference amount between the paid fees for this programme and the fees of a normal B. Tech Mechanical Engineering programme that is being offered at DKNMU for Shift I students of the same batch 1.1.8.Those students who fail to meet the preset norms for placement in terms of attendance and or scholastic achievements etc. shall have no right for the placement even on the completion of such programme. However, they will be granted the Degree as per University norms. Hence no fees will be refunded to such students. 1.1.9.The course/seats will be offered to students enrolled in shift I only. 1.2. Roles and Responsibilities of the Parties 1.2.1.JBMC obligations; 1.2.1.1. Placement of students who successfully meet all placement norms including but not limited to the conditions mentioned above. 1.2.1.2. Design and onsite delivery of the content for the 3rd (third) and 4th (fourth) year (excluding industrial training, which will be anywhere in India) as approved by academic bodies of DKNMU and without any cost to DKNMU. 1.2.1.3. JBMC shall bear all costs incurred for the delivery of the entire cost of academic delivery of the entire content in third and fourth year of the programme including faculty, technical support staff, training consumables, industrial visits. DKNMU shall be responsible for providing physical infrastructure including Class Rooms, Labs, Workshops etc. including the cost of electricity and water. It is also agreed that JBMC shall deploy faculty / teachers to deliver the programme as per norms laid down by AICTE / UGC and they will be on the rolls of DKNMU either on deputation or otherwise. However, those trainers who are deployed under this programme and are on the regular rolls of JBMC and its associate companies shall be treated as visiting faculty only. 1.2.1.4. Academic assessment of students for the 3rd and 4th year as approved by academic bodies of DKNMU. 1.2.2.DKNMU obligations; 1.2.2.1. Qualification Norms of the programme 1.2.2.2. Marketing the Programme & Enrollment of the students in the Programme through the university enrollment portal. 1.2.2.3. Design and onsite delivery of the 1st (first) and 2nd (year) content as approved by academic bodies of DKNMU and without any cost to JBMC.

1.2.2.4. Highlighting the name of JBMC in the brochure, stationary, hoardings and boards etc in the university campus that the programme is being conducted through the joint support of JBMC. 1.2.2.5. Infrastructure for the programme during the period that the programme runs onsite at DKNMU. 1.2.2.6. Assessment of students during the course of the programme. 1.2.2.7. Grant of Degree to the candidates who successfully complete the B. Tech programme. 1.2.2.8. Branding and promotion of the programme during the time of admissions. 1.2.3.JBMC & DKNMU Joint Obligations 1.2.3.1. Award of degree endorsing the joint support for the industry integrated programme as per laws of the land. 1.3. Commercials: 1.3.1.Both the Parties have agreed for an inaugural launch fee of Rs XXXXXXXXXXXX for the B.Tech Mechanical Engineering (Industry Integrated) session starting July 2014. The fee is inclusive of taxes / levies if any. 1.3.2. The fees for the inaugural launch will be collected as per schedule notified by DKNMU for the academic year 2014 -15 and thereafter for each year on the same schedule notification process. 1.3.3.DKNMU will inform JBMC the total number of enrollments / admissions on daily basis. This data will be provided to the concerned programme coordinator. 1.3.4.JBMC will charge by raising an invoice of an amount of Rs 4.50 lacs (Rupees Four Lacs & Fifty Thousand Only) per student out of the fee. The invoices will be raised as per the following phases (year wise) of the programme : 1.3.4.1. Year 1 Rs XXXX 1.3.4.2. Year 2 -Rs XXXX 1.3.4.3. Year 3 -Rs XXXX 1.3.4.4. Year 4 -Rs XXXX 1.3.5.Both parties agree to jointly prepare an academic plan for the B-Tech Mechanical Engineering (Industry Integrated) and that this shall be drafted on the norms of the existing normal B. Tech Mechanical Engineering programme being run in DKNMU for Shift I admissions with the added inclusion of the assured placement norms to be met by the prospective students and as defined by JBMC. 1.3.6.In the event that there is a cancellation of admission, as a general rule no fees or fees already paid shall not be refunded. In cases where fees is required to be refunded due to various

compelling/statutory reasons the same shall be discussed by the parties. In case the decision is to refund the fees, the parties will contribute in proportion of their share in the total refund amount . However, parties will have to return the share already given only when there is a refund to the student. 1.3.7.Lateral admissions due to transfer/migrations or any other legal accepted reasons: The parties will jointly take a decision on lateral admissions based upon the circumstances then. It is agreed between both parties that lateral entry or migration into the programmes will be entertained for the second year only and no period thereafter. ADDITIONAL POINTS TO BE TAKEN UP FOR DISCUSSION 1.3.8.No Scholarships 1.3.9.Relaxation Norms 1.3.10. Lab Set Up 1.3.11. Pedagogy (Videos) 1.3.12. DKNMU visit to JBM Plants 1.3.13. Visit to AutoEXPO