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MEMORANDUM OF UNDERSTANDING (MoU)

This MoU is entered into on this day of , 20 at Ahmedabad;

Between
Gulbaker ____ , a Company incorporated under the Companies Act, with its principal place of business
at Gulbaker Address______________________ India hereinafter referred to as (which expression shall unless
it be repugnant to the context or meaning thereof be deemed to mean and include its successors and
permitted assigns) represented through Mr. Gul Daryani, an authorized signatory of the one part
And
_____________________________, hereinafter referred to as "Customer", with its principal place of business at
(which expression shall unless it be repugnant to the
context or meaning there of be deemed to mean and include his heirs, executors, administrators, legal
representatives, successors and permitted assigns as may be applicable depending upon the legal
status of Customer) represented through ______________________, the (Designation) and
authorised signatory of the Other Part.

WHEREAS:
A) Gulbaker is engaged in the business of supplying bakery franchise .
B) Gulbakers provides curriculum and training of teachers for usage of materials designed,
manufactured and supplied by them under the brand name of “Kreedo” which is a registered
trademark of KIDO. Kido and Kreedo are used interchangeably in the MoU and represent the
same entity.
C) Customer is engaged in running a preschool / is looking to setup a preschool.
D) Both parties have agreed that the customer will set up / run the preschool located at
_________________________________________________.
E) The Parties have agreed and are desirous of entering into MOU to set forth their understanding
in writing.

NOW, THEREFORE, the Parties agree as follows:

1. PURPOSE & OBJECTIVE
A) The purpose of this MOU is to outline the understanding arrived at between the Parties.
This MOU shall not be construed as a work contract.
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B) Each Party agrees and understands its responsibility to perform its role and render
proper services, which shall make the early years’ education a success.

2. ROLES AND RESPONSIBILITIES

Both the parties agree to the respective roles & responsibilities as mentioned in Annexure 1 of
this agreement

3. CONSIDERATION AND FINANCIALS

A) Customer agrees to:
i) Pay Rs. ___________/-(Rupees __________________________Only) towards wooden learning
materials, wall displays and furniture as an one time cost, listed in Annexure 2
ii) Pay for implementation charges as listed in Annexure 3 on a per student kit basis.
Minimum 10 student kits need to be purchased for implementation services mentioned
in Annexure 3 and 4 to be provided by KIDO.
iii) Pay a Non-refundable advance amount of Rs. 50, 000.00 (Rs. Fifty Thousand Only) as
advance towards material supplies outlined in Annexure 2, through on
signing this MOU. The balance amount is to be paid prior to despatch of equipment
against pro-forma invoice.
iv) Pay actual transportation charges against proforma / quotation sent by transporter to
transport the goods from KIDO’s location to Customer’s location.
v) Purchase the student kits from KIDO for every student admitted in the preschool for a
minimum period of 3 years from the date of this agreement. Customer commits to
purchase minimum of 10 student kits every year.
vi) Not purchase student kits from any other vendor/ publisher / supplier nor print their
own student kits for a period of 3 years without the prior approval of KIDO.
B) Kido agrees to supply materials and implementation services outlined in Annexure 2,
Annexure 3 and Annexure 4.

4. RENEWAL
Customer can renew this agreement beyond 3 years by continuing to purchase student kits for
every student admitted in their preschool with minimum of 10 students kits every year.

5. CONFIDENTIALITY
All information and other data provided by KIDO to Customer shall be kept confidential.
Customer(s) hereby agree(s) and accept(s) that he/she/they shall not disclose such
confidential information and all other data, at any time during or after the completion, expiry
or termination of this MOU whether directly or indirectly to any third party without prior
written consent of KIDO. The customer also agrees not to misuse or alter and reuse the
contents of the software. Any hard copies of printable, instructions etc. are solely for use
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within the school premises and must not be distributed. The software and content provided
are for use by teachers within the school premises and must not be publicly shared or
broadcast.

6. VALIDITY
This agreement is valid for 3 years and is automatically renewed subject to Clause 4.

7. ARBITRATION
Both the parties agree to subject all disputes arising out of or incidental to this MoU to be
adjudicated by way of an arbitrator each and present the dispute for redressal. In case the
arbitrators are not able settle the dispute, either party can take the dispute to the judicial
courts.
8. JURISDICION OF COURTS
Any dispute would be subject to jurisdiction of courts in Bangalore, India.

9. COUNTERPARTS
This MOU is being executed in two (2) sets, each of which shall be deemed as original but both
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives, and the
undersigned represent(s) that he/she/they is/are duly authorized, to execute this MOU.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives, and the
undersigned represent(s) that he/she/they is/are duly authorized, to execute this MOU.

SIGNED AND DELIVERED by

Ms. Mridula Shridhar

for and on behalf of KIDO Enterprises PVT. LTD.
in the presence of:

1.Mr. Manoj Singh Deo 2.Mr. Prodipta Biswas

SIGNED AND DELIVERED by

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Mrs/Mr
for and on behalf of the Customer
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ANNEXURE 1

1. Roles and Responsibilities of Customer:

1.1 To purchase the materials from KIDO as outlined in Annexure 2.
1.2 To purchase implementation services of KIDO as outlined in Annexure 3 and Annexure
4 and as per terms outlined in this agreement.
1.3 To have ready the premises for a running the preschool.
1.4 To do a preliminary layout of the materials based on the classroom layout document
sent by KIDO.
1.5 To have / recruit teachers who can be trained to implement the curriculum in their
preschool.
1.6 To have a computer–desktop / laptop / smart phone in their premises for installation
of the Kreedo curriculum software / mobile application.
1.7 To study and understand the various documents provided by KIDO at various stages to
ensure the success of their school.
1.8 To use the curriculum software / application effectively for day to day training of
teachers as well as assessment of children based on the objectives set forth in the
curriculum.
1.9 To ensure that the business carried out at the location shall protect at all times the
goodwill of KIDO.
1.10 To submit to KIDO for its prior suggestions all advertising and promotions to be
employed by Customer for promoting the Early Years business as well as any other
material on which the proprietary marks and / or intellectual property rights of KIDO
appears which have not been prepared or previously approved by KIDO.
1.11 Customer shall be responsible for the proper unloading of goods dispatched, from the
vehicle organized by KIDO to their premises.
1.12 The materials shall be well maintained without additional exposure to moisture/
rain/water/sunlight by the Customer. KIDO cannot be held responsible for any
damages such as warping, mildewing, etc. arisen due to bad maintenance/storage.
1.13 To have a good internet connection to use the curriculum software / application, login
at monthly intervals for new updates, to stay logged into the software and also to
enable KIDO to access Customer’s CCTVs in case the Customer needs support by
periodic monitoring
1.14 The customer is expected to comply with all government (both Central and State) rules
/ regulations / registrations / stipulations which may be varied / introduced from time
to time. KIDO shall not be held responsible to ensure this compliance. If there are any
deviations in this regard, the customer shall be solely responsible for the same.
1.15 Customer shall be responsible for arranging any road permits / entry permits /
exemption certificate etc. that may be required as per the local laws followed in the city
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/ district / state where the customer requires the goods to be shipped. KIDO shall not
be responsible for organizing any such permits.
1.16 The customer shall be responsible to verify all copyrights, trademarks and other such
intellectual property checks that may have to be complied with. KIDO shall not be held
responsible for any intellectual property violations on the name, tag lines, logo or any
other content chosen by the customer.

2. Roles and Responsibilities of KIDO:

2.1 Supply the list of materials as mentioned in Annexure 1 after receipt of final payment.
KIDO will extend help to organize transportation as per customer’s choice to transport
the goods from their works at Bangalore to customer’s premises.
2.2 To provide access to the software / mobile application for content related to the
material description, training, videos and child assessment module. Access to the
curriculum software / mobile application will be given only after receipt of complete
payment. Access will be for a period of 3 years subject to customer purchasing a
minimum of 10 student kits as per Annexure 3 for each of those years. The software /
application may be modified / upgraded based on Kido’s discretion.
2.3 There may be server downtime during maintenance / upgradation. Such site down
times arise due to circumstance beyond Kido's control for which they shall not be held
responsible. For the software to be functioning at optimum levels, broadband high
speed connections will be needed at the customer end.
2.4 Provide suggestions for appropriate layout within the premises for functioning of the
preschool.
2.5 Provide recommendations on promotion of the school to parents with respect to the
curriculum.
2.6 KIDO will conduct an intensive 5-day training at its premises in Bangalore for the
owners and for a maximum of 10 teachers. The purpose of the training is to understand
primarily the following:
2.6.1 Philosophy
2.6.2 Classroom management.
2.6.3 Presentations.
2.6.4 Areas of development – Sensorial, Language, Practical Life, Mathematics
2.6.5 Timetable Setting
2.6.6 How to use the curriculum software and clarify any doubts they may have on
day to day running of the school.
2.6.7 How to market your preschool and build your brand
2.7 KIDO shall be updating the curriculum software / mobile application from time to time.
All data entered by the Customer in the assessment software can be accessed by KIDO
and will be used and analysed from time to time by KIDO, as and when it chooses.
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2.8 Provide telephonic and academic support for a period of 1 year from the date of giving
the software access. Thereafter, academic support will be extended subject to customer
renewing the package as described in the Renewal Charges Section.
2.9 KIDO’s responsibility to provide services mentioned from Clauses 2.2 to 2.8 is subject
to customer purchasing student kits as per Annexure 3 only from KIDO for all
admissions in their preschool and purchasing a minimum of 10 student kits in a year.
2.10 KIDO shall be supplying the customer with spares for any material/parts of materials
that may be lost at additional costs. Repair services for any material that may be
damaged shall also be provided at additional cost.
2.11 To publish the customer’s name and address on Kido's site along with a link to the
school site (if available) for all customers following the curriculum, at the discretion of
KIDO and with consent from the customer. KIDO will also use photographs / logo/
pictures /other content related to the customer’s school only with the consent of the
customer in Kido's marketing collateral / website / social and print media posts.
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ANNEXURE 2

Material list will be based on the package chosen. Please refer package details for the material lists.

1. DELIVERY PERIOD: Maximum 12 weeks MoU date and/or receipt of complete payment.
2. DUTIES AND TAXES: Prices include GST. Local taxes, if any, will be extra.
3. Warranty, applicable for Six (6) months, only against manufacturing defects, from the date of
invoice. Customer shall send the defective part to KIDO for rectification
4. Goods once sold will not be taken back or exchanged.
5. INSPECTION: Buyer's choice at Kido's works prior to packing at buyer’s expense
6. FREIGHT: Transportation charges to be paid at actuals at the time of delivery or paid to KIDO
on estimated basis prior to dispatch.
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ANNEXURE 3

A) Kreedo Implementation Services

1. KREEDO TECHNOLOGY

1 Admin access and 1

a. Kreedo App with Curriculum, Assessment & Reports Teacher access for every 10
student kits purchased.

2. KREEDO TEACHER TRAINING

Kreedo Academic, Marketing and Technical Support Interaction with academic

a.
for 1 year team in KIDO
Access to 5-day owner training and teacher training Training for Management + 6
b.
programs in our premises in Bangalore teachers annually.
Access to online training sessions conducted by Predefined sessions for
c.
Kreedo Academic team which invitations will be sent
Access to regional training conducted in various cities
Predefined sessions for
d. at additional costs. Costs would be communicated for
which invitations will be sent
every session in advance

3. KREEDO DESIGN SUPPORT

Soft Copies as per Kreedo specifications including logo,

signboards, forms as per Annexure 4. Design support
18 templates
a. will only be one time and will not be provided every
year. (Please note that design services are not
applicable for Treya package)

4. STUDENT KIT

Student kit includes 3 work

books, 3 exercise books and
10 theme books, 1 bag,
stationery including colour
Student kit for each child based on the number of
pencils / crayons.
a. children as described in section below under “B)
Kreedo Implementation Charges”
Please note that the bag,
books and stationery in the
student kit will have the
Kreedo branding on them.

B) Kreedo Implementation Charges

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IMPLEMENTATION CHARGES

Number of children Annual Charges Per child /

/ Student Kits Student Kit
15 (10 minimum) Rs.3000
16 to 30 Rs.2800
31 to 50 Rs.2650
> 50 Rs.2550

a. Kreedo’s implementation services mentioned above in Part (A) of this annexure will
only be provided with a minimum purchase of 10 student kits
b. Implementation charges are revised every year. All revisions will be communicated by
28th of Feb every year so Customer can plan accordingly.
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ANNEXURE 4

DESIGN SUPPORT & DELIVERABLES

(Please note that design services are not applicable for Treya package)
1. NAME & LOGO MODULE
KIDO will provide name suggestions (links with sample names), logo templates, logo final
design. Maximum of 3 design options will be given for logos.
CUSTOMER needs to finalize the name after checking the trademark availability /
commonality of the school name, and give inputs on preferences for logos

2. CONTENT FINALISATION
KIDO will provide standard content for flyer, banner and prospectus.
CUSTOMER needs to provide confirmation on the usage of the content provided by KIDO or
content as per their requirement.

3. FLIER / BASIC DESIGN

KIDO will provide basic design template with background, logo, and finalized content. It will
not provide pictures /photos / images.
CUSTOMER needs to provide inputs and approval for the final design, as the same design
template will be used the customer in preparation of all future promotional materials.

4. SCHOOL NAMEBOARD
KIDO, based on design already created, will add school name in local language as well.
CUSTOMER needs to provide school name in local language.

5. OTHER PRINT DESIGNS

A single design will be done for all these, feedback on which needs to be given by the
customer so the template can be finalized.
a. School Prospectus (Brochure) – KIDO will not provide any picture / photo / image.
The CUSTOMER needs to provide the content.
b. School Banner – KIDO will not provide any picture / photo / image. The
CUSTOMER needs to provide the content.
c. Direction Board
d. Visiting Card
e. Letterhead
f. Admission Form – Standard template with customer’s logo and contact details
g. Parent Enquiry Form – Standard template with customer’s logo and contact details
h. Parent Consent Form – Standard template with customer’s logo and contact details
i. Teacher Application Form – Standard template with customer’s logo and contact
details
j. Parent handout (Do’s and Don’ts)
k. Sticker design with school logo
l. Receipt Template – Standard template with customer’s logo and contact details
m. Calendar for the year – customer to share the planner (Events, holidays, PTMs,
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Term start and End dates) – Standard Template

n. Fee Structure – Standard Template
o. School Policy Document – customer to give the content
p. School Leaving Certificate - – Standard template with customer’s logo and contact
details
q. Offer Letter – Standard template with customer’s logo and contact details
(Customer to give the content)
r. Identification Cards (Staff, Teacher, Student, Parents / bearer) - – Standard
template with customer’s logo and contact details

All design work needs interaction, feedback and inputs from customers. Once these designs
are completed, the raw / source / editable files in Corel-draw format will be sent to the
customers for future use.