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this ___ day of __________________________, 201___, by and between JYC
Solutions, is an e-commerce company provides video base learning solutions
having its principal/registered office at no. 2 building, no C-2 near Karnataka
Bank, LIC Colony Borivali West, Mumbai - 400092 (hereinafter referred as
JYC which expression shall, unless to be repugnant to the context or
meaning thereof, be deemed and include its successors and permitted
assigns) of the First Part
____________________________ (hereinafter referred to as the Instructor which
expression shall unless to be repugnant to the context or meaning thereof,
be deemed and include its successors and permitted assigns) of the Second
A. JYC is into business of providing online courses and online study
material that are created and owned by its independent instructors.
Students enrolled with JYC select their courses through JYCs
B. The Instructor set and negotiate the pricing for their courses with JYC.
Instructors have experience and agreed to provide online teaching and
conduct their courses online through videoconferencing, social media,
wikis, computer simulations and digital texts (hereinafter referred to as
C. The Instructor has mutually agreed with JYC to share the revenue of the
online courses created by him/her with JYC.
JYC and the Instructor may be collectively referred to as Parties or
individually as Party.
NOW THEREFORE, for the mutual promises, representations and covenants
herein set forth, the Parties hereby agree as follows:
1. Term of the Agreement
This Agreement is effective for ________ [number of months/years],
starting from ___________ (hereinafter referred to as the Effective
Date), to ______________ (hereinafter referred to as the Expiry Date).
This Agreements term may be extended by additional [number of
months/years] term(s) on mutually agreed terms reduced in writing;
This Agreements term shall be automatically extended for additional
________ [number of months/years] term(s) unless JYC terminates the
Agreement by giving written notice to the Instructor at least [number
of days/months] prior to the expiry of the current Agreement.
2. Scope of Services
a) JYC seeks to offer, through its Marketplace, courses created and
owned by Instructor and Instructor seeks to offer his or her courses
in the Marketplace to JYC students.
b) Instructor agrees to comply with the terms and conditions of this
Agreement for any course he or she offers in the Marketplace.
c) The Marketplace listing created by the Instructor must specify the
skills taught through the course.
d) Instructor shall be responsible for having the technical means and
knowledge and appropriate, functioning computer equipment to
connect with JYCs online infrastructure in order to provide the
designated course as scheduled.
e) Instructor designates the pricing for his/her courses in the
Marketplace (Course Fee). Instructor determines the Course Fee
and may revise it based on Marketplace feedback, so long as all
students who enroll in the course pay the same Course Fee. When a
student enrolls in a course, the Course Fee is due in full at the time
of enrolment.
f) Instructor shall not accept remuneration from or on behalf of
students, except the Course Fee paid through the Marketplace and
as set forth herein.
g) Instructor may not allow individuals who are not enrolled in a course
to participate in the course.
h) Only Instructor may teach the courses he or she provides in the
Marketplace and assume all other obligations associated with doing
so Identity of Instructor.
i) Instructor shall work the number of hours necessary to complete
his/her duties and shall determine how, when, and where the work
shall be performed.
3. Instructors Obligation and Covenants
Instructor represents, warrants, and covenants that:
a) Instructor will visit JYC website and complete
the Instructor enrolment form and if he/she choose to charge fees
for his/her Courses, he/she will also need to agree again to the
pricing terms which are presented to you during the paid Course
creation process;
b) Instructor will be responsible for all of the submitted content. The
Instructor further agree that he/she own or have the necessary
licenses, rights, consents, and permissions, and the authority to
authorise JYC, to reproduce, distribute, publicly perform (including
by means of a digital audio transmission), publicly display,
communicate to the public, promote, market and otherwise use and
exploit any of his/her submitted content on and through the services
in the manner contemplated by the terms of this Agreement.
c) No submitted content shall infringe or misappropriate any
intellectual property right of a third party;
d) The Instructor shall have the required qualifications, credentials and
expertise, including without limitation, education, training,
knowledge, and skill sets, to teach and offer the services he/she
offer on the Marketplace.
e) The Instructor will not post or provide any inappropriate, offensive,
racist, hateful, sexist, pornographic, false, misleading, incorrect,
infringing, defamatory or libelous content or information.
f) The Instructor will not upload, post or otherwise transmit any
unsolicited or unauthorised advertising, promotional materials, junk
mail, spam, chain letters, pyramid schemes or any other form of
solicitation (commercial or otherwise) through the Marketplace.
g) The Instructor will not use the JYC Marketplace for any business
other than for providing tutoring, teaching and instructional services
to students;
h) The Instructor will not engage in any activity that will require JYC to
obtain any licenses from or pay any royalties to any third party,
including, by way of example and not limitation, the payment of
royalties for the public performance of any musical works or sound
i) The Instructor will not copy, modify, distribute, reverse engineer,
deface, tarnish, mutilate, hack, or interfere with JYCs content and/or
Marketplace or operations thereof, except as permitted in this
j) The Instructor will not frame or embed the Marketplace in a manner
to embed a free coupon version of his/her course or other similar
functionality intended to circumvent the Marketplace without prior
permission in written.
k) The Instructor will not impersonate another person or gain
unauthorised access to another person's account.
l) The Instructor use of the Marketplace are subject to JYC's approval,
which may be granted or denied at JYCs sole discretion.
m) The Instructor will not introduce any virus, worm, spyware or any
other computer code, file or program that may or is intended to
damage or hijack the operation of any hardware, software or
telecommunications equipment, or any other aspect of the services
or operation thereof; scrape, spider, use a robot or other automated
means of any kind to access the Marketplace.
n) The Instructor will not interfere with or otherwise prevent other
Instructors from providing their services or courses.
o) The Instructor will maintain accurate account information.
p) The Instructor shall respond promptly to students and ensure a
quality of service commensurate with the standards of the industry
and instruction services in general.
4. Pricing and Payment
a) In consideration of providing the Services under this Agreements,
JYC shall pay the Instructor the pre-decided share of course price set
forth in Annexure A in accordance with the provisions of the
Agreement, as may be adjusted from time to time pursuant to the
terms and conditions of this Agreement.
b) Any discrepancies relating to the payment of pre decided share of
course price made to the Instructor by JYC shall be intimated by the
Instructor within [ ] days of receipt of the payment to them, and on
failure of intimation of the said discrepancies within the said period,
the payment so made shall be deemed as final payment made and
the service provider shall not have any claims against JYC on the
said payment.
c) Pre decided share of course prices are exclusive of all taxes, levies,
imposts, duties, fees or charges, whatsoever. All such taxes, levies,
imposts, duties that pertain to the services shall be shown
separately in the invoices. All payments made by JYC shall be
subject to tax deducted at source under the Income Tax Act, 1961 or
other legislation. The Instructor shall be under obligation to submit
the Permanent Account Number (PAN) to JYC. JYC shall not be
responsible for refund of any taxes if the same is not allowed as
credit to the Instructor. Instructor may claim the credit for tax
deducted by filing necessary returns as required under Income Tax
Act, 1961.
d) JYC has the right to deduct or set off or suspend payment or any
amount owed to it by the Instructor against any payment due under
a valid invoice in case the Instructor breaches its obligations under
this Agreement.
e) All periodic charges will be computed on a calendar month basis and
will be pro-rated for any partial month, unless otherwise agreed in
f) The Instructor should maintain complete and accurate records and
any supporting documentation of the amounts billed to and the
payments made by JYC to the Instructor under this Agreement.
Further, the Instructor should maintain the records as per the record
retention requirement of the Agreement and provide JYC with copies
of documents as may be requested. JYC and its permitted agent will
have rights to access such records, at the JYC's discretion, for audit
purposes during the record retention period.

5. Relationships
The Parties intend to create an independent contractor relationship and
nothing contained in this Agreement shall be construed to make JYC or
the Instructor partners, joint venturers, principals, representatives or
employees of the other. No officer, director, employee or Instructor
representative retained by the Instructor to perform work on JYC behalf
under this Agreement shall be deemed to be an employee of JYC or JYC
representative. Neither Party shall have any right, power or authority,
express or implied, to bind the other. The Instructor shall have the sole
right to supervise, manage, contract, direct, procure, perform or cause
to be performed, all work to be performed by the Instructor under this

6. Intellectual Property and Copyright

JYC shall own unlimited, exclusive rights to all works, including literary
works, pictorial, graphic and sculptural works, architectural works,
works of visual art and any other work that may be the subject matter
of copyright protection: advertising and marketing concepts;
information; data; code; formulas; designs; mask works; models;
drawings; computer programs, including all documentation, related
listings, design specifications, and flowcharts; trade secrets; and any
inventions, including all processes, machines, manufactures and
compositions of matter and any other invention that may be the
subject matter of patent protection; and all statutory protection
obtained or obtainable thereon; any trademarks, service marks, trade
secrets invented, developed, created or discovered by the Instructor
during the performance of this Agreement and shall be property of JYC.
JYC shall have a worldwide right, title and interest in and to intellectual
property created, made, conceived, reduced to practice or authored by
the Instructor in connection with the performance of this Agreement or
with the use of information, materials, infrastructure or facilities of JYC.
JYC shall be free to make, have made, use, offer for sale, sell, modify,
translate and import products utilizing all intellectual property. The
Instructor understands and agree that all materials submitted become
the property of JYC. Further the Instructor acknowledges that all
materials produced for the course, including second and/or subsequent
editions, if any, updates, supplements, derivatives, in whatever
medium (the work) will be considered a WORK MADE FOR HIRE,
wherein JYC shall be the author of the work and will own all rights, title
and interests in the work, including the right to copyright it; and that
the Instructor will cooperate as necessary with JYC in assisting JYC to
secure copyright in its own name in the work. The Instructor will not
offer the same course to any other person or entity, for compensation
or without compensation, without the express written permission of
The Instructor represent and warrant either that the work is his/her
own original work or in the public domain or that the Instructor has
secured the necessary permissions to use works copyrighted by others.
The Instructor agrees to defend, indemnify and hold harmless JYC for
breach of this warranty.
The Instructor are provided with course materials for the sole of
purpose of teaching JYC courses. They are not at liberty to conduct a
course unless they are a JYC qualified instructor. Instructors agree to
not revise course content and pertinent presentation materials without
expressed written consent of JYC.
7. Non-Competition and Non-Solicitation
During the term of this Agreement, and thereafter for a period of Two
year, the Instructor shall not solicit any engagement that directly
competes with Services offered by JYC, either for its own account, or as
a partner, shareholder, officer, director, employee, or agent of any
company, with users that it comes into contact as a result of worked
performed for JYC.
In the event of breach of this section, JYC shall be entitled to obtain an
injunction restraining the commitments or continuance of the breach,
as well as any other legal or equitable remedies permitted by law and
shall not be required to post an injunction bond.
8. Termination
The Parties herein may terminate this Agreement by providing thirty
(30) days written notice to the other Party in the event such other
Party (a) commits a breach of any of the terms or conditions of this
Agreement or fails to honour, observe, adhere to, abide by or comply
with any directions or instructions issued. JYC may terminate this
Agreement at any time, without cause, upon thirty (30) days prior
written notice to the Instructor. Upon such termination, the Instructor
shall provide a pro-rata refund of the fees to JYC for fees paid in
advance for the period from the date of termination.
9. Confidentiality
For the purpose of this Agreement, the Parties may acquire or
exchange sensitive information concerning the business or affairs in
the course of delivering the Services (Confidential Information). The
parties shall preserve the confidentiality of Confidential Information
and shall not disclose it beyond who are involved in delivery of
Services unless permitted by the parties or by this clause.
The provisions of this Section 8 shall not apply to the extent, but only
to the extent, that such Confidential Information is: (i) already known
to the Party free of any restriction at the time it is obtained from the
disclosing Party, (ii) subsequently becomes lawfully available from an
independent third party whom the Party reasonably believe to be free
from any confidentiality restriction; (iii) is or becomes publicly available
through no wrongful act of the Party; (iv) is independently developed
by the Party without reference to or use of any Confidential
Information; or (v) is required to be disclosed pursuant to an applicable
law, rule, regulation, government requirement or court order, that prior
to any such compelled disclosure, the receiving Party may (a) inform
the privileged and confidential nature of the Confidential Information to
such authorities seeking disclosure (b) cooperate where reasonably
practicable with the disclosing Party in protecting such disclosure and
(c) provide a written notice to disclosing Party to enable them to
obtain or seek a protective order for narrowing the scope of such
disclosure and/or use of the Confidential Information. In the event that
such protection against disclosure is not obtained, the receiving Party
will be entitled to disclose the Confidential Information, but only as,
and to the extent, necessary to legally comply with such compelled
Either party shall not share any Confidential Information to any third
party under any circumstances without the prior written consent of the
other Party. The receiving Party undertakes that it shall limit disclosure
of Confidential Information on a need to know basis to its employees
who are bound by confidentiality obligations which ae not less onerous
than those agreed herein and only as required for purpose and in
connection with this Agreement. The receiving Party agrees to keep all
Confidential Information in secret and strictly confidential.
10. Marketing and Publicity
Either party use the name or depiction, or the name, logos,
trademarks, or depictions of other Party, or any officer, director,
employee, appointee, or any adaptation thereof, in any promotional,
advertising or marketing literature, or in any other way without the
prior written consent of other Party, as appropriate, provided however
that in neutral circumstances that do not imply endorsement or
advocacy, or otherwise misrepresent the terms of this Agreement or
Instructors role, JYC may accurately state that the Instructor is a
instrcutor to JYC, and list his or her professional degrees and titles.

11. Limitation on Liability

JYCs total liability under or in connection with this Agreement, whether
in tort or contract, will be limited to the actual direct damages incurred
but will not exceed the payment of fee actually paid to the Instructor
by JYC for the Services giving rise to such loss. Save as expressly
stated, nothing in the Agreement shall exclude or limit liability of either
party in relation to: (a) any claim recoverable under clause 6
(Indemnification); (b) any willful default or willful misconduct; (c) fraud
or fraudulent misrepresentation; (d) infringement of any third-party
Intellectual Property Rights (e) breach of confidentiality obligations (f)
any property damage, personal injury or death and (g) gross
12. Arbitration
That the Parties have agreed that if any
dispute/disagreement/differences and/or claims (Dispute) arises
between the Parties during the subsistence of this Agreement or
thereafter, in connection with, inter alia, the validity, interpretation,
implementation or alleged breach of any provision of this Agreement,
jurisdiction or existence of the arbitrator or of any nature whatsoever,
then, the Dispute shall be referred to a sole arbitrator who shall be
nominated/appointed by the Client, without recourse to any other
alternative mode of appointment/nomination. The place of the
arbitration shall be at Mumbai and the arbitration proceedings shall be
governed by the Arbitration & Conciliation Act, 1996 and amendments
thereto, and shall be in the English language. The arbitrators award
shall be in writing. The decision of the arbitrator shall be final and
binding on the Parties and shall include without limitation, costs and
attorney fees of the prevailing Party.
13. Governing Law
This Agreement shall be governed and construed in accordance with
the laws of India in relation to any legal action or proceedings to
enforce this Agreement. The Parties irrevocably submit to the exclusive
jurisdiction of any competent courts situated at Mumbai and waive any
objection to such proceedings on grounds of venue or on the grounds
that the proceedings have been brought in an inconvenient forum.
14. Assignment
Neither party herein shall be entitled to assign or otherwise transfer or
delegate any of its rights or obligations under this Agreement, without
the prior written consent of the other Party. Any attempt to assign
without prior consent shall be null and void. However, the Client
reserve its right to assign its right to its group companies, sister
companies, holding company.
15. Notices
Notices as required under this Agreement shall be sent to the Parties at
the addresses mentioned first herein below or such other addresses as
the Parties may designate from time to time, and shall be sent by
certified or registered mail with acknowledgment due on receipt.
Notice addressed to the Instructor: _________________________
Instructors Registered Office/home:
Notice addressed to JYC: JYC solutions
JYC Principal Office: No. 2 building, no C-12 near
Karnataka Bank, LIC Colony
Borivali, West, Mumbai - 400092
16. Survival and Severability
Rights and obligations under this Agreement, which by their nature
should survive or are expressly so stated herein shall remain in full
force and effect notwithstanding expiry or termination. If any provision
of this Agreement is declared or found to be illegal, unenforceable or
void, the parties shall negotiate in good faith to agree upon a
substitute provision that is legal and enforceable.
17. Force Majeure
Neither party will be liable for, or will be considered to be in breach of
or default under this Agreement on account of, any delay or failure to
perform as required by this Agreement as a result of any causes or
conditions that are beyond such Partys reasonable control and that
such Party is unable to overcome through the exercise of commercially
reasonable diligence.
18. No Third Party Beneficiaries
Neither this Agreement nor the provision of the Services is intended to
confer any rights or benefits on any third party. No third party shall
have the right to enforce or rely on any provisions of this Agreement
which does or may confer any right or benefit on any third party,
directly or indirectly, expressly or impliedly. The application of any
legislation giving to or conferring on third parties contractual or other
rights in connection with this Agreement shall be excluded.

19. Amendment and Waiver

Any provision of this Agreement may be amended or waived if, and
only if such amendment or waiver is in writing and signed, in the case
of an amendment by each of JYC and the Instructor, or in the case of a
waiver, by the Party against whom the waiver is to be effective. No
delay or failure of any Party in exercising any right power or privilege
hereunder and no partial or single exercise thereof shall be deemed of
itself to constitute a waiver or an expectation of non-enforcement of
such right or any other rights hereunder. No amendment or
modification of this Agreement and no waiver of any of the terms or
conditions hereof shall be valid or binding unless made in writing and
duly executed by both Parties. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies
provided by law.
20. Entire Agreement
This Agreement, including all annexures, exhibits and schedules (if
any) attached hereto, shall constitute the entire agreement amongst
the parties hereto. It shall supersede all prior or contemporaneous oral
or written communications, proposals, conditions, representations and
warranties and prevails over any conflicting or additional terms of any
quote, order, acknowledgment or other communication between the
parties relating to its subject matter during the term of this Agreement.
21. Headings
The headings given herein above are for ease of reference only and
shall not attach or have any effect/ meaning whatsoever contrary to
what is stated in the agreement.
22. Counterparts
This Agreement has been signed in duplicate, each of which shall be
deemed to be an original.
23. Precedence
All terms and conditions of this Agreement will apply to the subsequent
annexures, exhibits and schedules. In case of conflict, the terms and
conditions of the subsequent schedules shall supersede those in this
Agreement, unless otherwise specified. Further, in case of a conflict
between the terms and conditions of the schedule and any subsequent
annexure/exhibit, the terms and conditions of the relevant schedule
shall prevail.
IN WITNESS WHEREOF the Parties have caused their respective authorized
signatory to sign and execute this Agreement on the date, month and year
first written above in the presence of following witnesses:
Signature Signature
__________________ _________________
For JYC For the Instructor
Name: Name:
Designation: Designation:
Date: __________ Date: ___________
Witnesses: Witnesses:
1. 1.

2. 2.

Annexure A

Fee Sharing
In case JYC succeeds in selling the Services to its user and the user enrolls for
such course, the revenue generated through such __________ will be equitably
shared among JYC and the Instructor as follows:
JYC Solutions The Instructor

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