THIS INSTRUCTOR AGREEMENT (hereinafter the “Agreement”), is made and entered into at

[insert], on this [insert] day of August, 2020, by and between:

__________________________., (hereinafter the “Academy”, which expression shall where the context
so permits includes its permitted assigns, authorized representatives, and successors-in-interest) OF THE
FIRST PART;

AND

Mr/Miss __________________, (hereinafter the “Instructor” which expression shall where the context
so permits includes its permitted assigns, authorized representatives, and successors-in-interest) OF THE
SECOND PART;

(The Academy and the Instructor shall hereinafter be collectively referred to as the “Parties” and
individually as “Party”)

WHEREAS the Academy provides online platform with pre-recorded lectures and live-interactive sessions
for registered students (hereinafter the “subscribers”) for preparation of University of London (External)
examinations;

AND WHEREAS the Academy is desirous of hiring the Instructor, and the Instructor has agreed to teach
the course titled _______________________ (hereinafter the “Course”), on the digital platform of the
Academy (hereinafter the “Platform”), by providing and submitting relevant Course content (hereinafter
the “Course Content”, details and specifications of which are stipulated in Schedule I of this Agreement),
in accordance with and to the extent set forth under this Agreement;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual

benefits, promises, conditions, understandings, covenants, agreements and undertakings hereinafter
contained and intending to be legally binding hereby, and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged by the Parties), it is mutually agreed by and between
the Parties as follows:

1 Scope of this Agreement

1.1 The scope of this Agreement sets forth the terms and conditions under which the Academy with the
sole aim to effectively and efficiently operate and manage the Platform, in lieu of revenue sharing
mentioned herein, grants and contracts with the Instructor for the provision of the Course Content,
with regards to the Course, in accordance with and to the extent set forth under this Agreement.

1.2 The Instructor hereby agrees and acknowledges that the Instructor shall be in direct contact with the
Academy, registered in England & Wales, having Company No.---.

2 Effective Date and Term

2.1 This Agreement shall become effective from the date on which the Course Content is received by
the Academy.

2.2 This Agreement shall continue in effect, for a period of three (03) years (hereinafter the “Term”),
unless terminated by either Party in accordance with the terms and conditions of this Agreement.
3 Consideration
3.1 The Academy shall pay ____________________- it receives on the Course Content submitted by
the Instructor, as stipulated in Schedule I of this Agreement, on its Platform (hereinafter the
“Consideration”).
3.2 The Parties hereby agree and acknowledge that the First Lecture submitted by the Instructor shall
be available, free of cost, on the Platform.

3.3 The Academy shall have the sole discretion to determine the subscription fee of the Course Content,
available on the Platform.

3.4 The Academy shall duly deposit the Consideration owed to the Instructor within a period of fifteen
(15) days, from a respective subscriber of the Course Content.

4 Rights and Obligations of the Instructor

4.1 The Instructor hereby expressly represents and warrants the Instructor has the required
qualifications, credentials, and expertise, including, inter alia, education, training, knowledge, and skill
sets to teach and offer the services in execution of this Agreement.

4.2 The Instructor agrees and undertakes to promptly respond to any queries and questions put forth
by the subscribers on the Platform, with regards to the Course and the Course Content submitted
by the Instructor.

4.3 The Instructor shall not use or utilize the Course Content for any other purpose, whatsoever, without
prior written approval of the Academy.

4.4 The Instructor shall not, either directly or indirectly, copy, modify, distribute, degrade, tarnish,
mutilate, hack into or interfere with the operations and management of the Academy and the
Platform.

4.5 The Instructor shall submit the Course Content, including, inter alia, the video lectures for the
Course, in accordance with the timeline mutually agreed upon between the Parties.

4.6 The Instructor shall during the term of this Agreement abide by all rules, regulations and policies of
the Academy.

4.7 The Instructor shall ensure that, any and all, Course Content submitted by the Instructor does not
violate or infringe the intellectual property rights of any third person.

4.8 The Academy shall provide access of the Platform, to the Instructor, for uploading the Course
Content, by providing login credentials. The Instructor shall only use the same for the execution of
this Agreement, and shall not share the same with any third party.

5 Representation and Warranties

The Parties make the following representations and warranties to each other, and acknowledge that each
Party and its representatives are relying, inter alia, upon such representations and warranties, for the
purposes of entering into this Agreement:

5.1 This Agreement has been duly authorized, executed and delivered by the Parties, and constitutes a
valid and legally binding obligation of each Party, enforceable against the Parties in accordance with
the terms hereof, subject only to applicable laws.

5.2 The Parties have all the legal rights to enter into, execute, and perform this Agreement, and that
doing so does not violate any laws for the time being in force, or any contractual or legal obligation
of either Party. There is no recorded or unrecorded agreement, contract, option, commitment,
privilege or other right, binding upon either Party, or may at any time in the future become binding
upon either Party, which may encumber the execution of this Agreement.
5.3 There is no pending action, suit or proceeding, at law or in equity, before any forum or Court, nor
to the best of either Party’s knowledge, threatened against the Parties prior to or at the Effective
Date, which may have a material adverse effect on the execution of the Agreement. As of the date
of this Agreement, there is no pending action, suit or proceeding, at law or in equity, before any
forum or Court, nor to the best of either Party’s knowledge, threatened against the Parties, which
could materially affect the validity or enforceability of this Agreement.

6 Copyrights

6.1 The Instructor hereby assigns to the Academy, any and all rights, including, inter alia, copyrights,
proprietary rights and other intellectual property rights associated with any ideas, concepts,
techniques, inventions, processes, works of authorship, confidential information developed or
created by the Instructor, solely or jointly with others, during the Term of this Agreement, in the
course of developing the Course Content for or on behalf of the Academy, including, inter alia, any
video lectures, podcasts, webinars, textual material, notes or any other digital content (hereinafter
collectively referred to as the “Work Product”). Without limiting the foregoing, to the extent
possible, all software, data, information, compilations and other original works of authorship, which
are developed, collected, created, obtained, or authored by the Instructor with regards to the Course
Content, shall be the property of the Academy. Notwithstanding the foregoing, if the Instructor for
any reason retains any right, title or interest in or relating to any Work Product, the Instructor agrees
to promptly assign, in writing and without any requirement of further consideration, all such right,
title, and interest to the Academy. Upon request of the Academy, at any time during the term of this
Agreement or after the expiry or termination of this Agreement, the Instructor shall take such further
actions, including execution and delivery of instruments of conveyance, as may be appropriate to
evidence, perfect, record or otherwise give full and proper effect to any assignments of rights under
or pursuant to this Agreement. The Instructor shall promptly, disclose any such Work Product to
the Academy.

6.2 The Academy shall have the sole right to offer, market, and otherwise exploit Course Content
including, inter alia, video lectures, podcasts, webinar, textual material, notes or any such digital
content. This includes the right to add captions or otherwise modify content to ensure accessibility.

6.3 The Academy shall, at its own discretion, use the content for delivering, marketing, promoting,
demonstrating, or operating the Academy, as it may deem fit.

6.4 The Instructor hereby grants the Academy the sole right and permission to use his/her name,
likeness, voice, and image in connection with offering, delivering, marketing, promoting, and
demonstrating the Course Content, or __________________- content, and the Instructor waives
off any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under
applicable law.

7 Restriction on Assignment
7.1 The Instructor shall not transfer, or otherwise permit the transfer of, any or all of the Instructor’s,
rights or interest, to or in favor of any person, except after getting approval in writing, duly signed
by the authorized representative of the Academy.

8 Termination
8.1 The Academy may, without prejudice to any rights of remedies it may possess, at its sole discretion
terminate this Agreement, with immediate effective, in the following circumstances:
 8.1.1 If the Instructor fails to comply with the internal policies, rules and regulations of the
Academy;
8.1.2 If the Course or the Course Content falls below the reasonable standards with the
Academy being the sole judge on reasonable standards;
8.1.3 If the Course Content or the Course has a negative impact on the subscriber’s experience
of the Academy;
8.1.4 If the Instructor engages in any behaviour or actions that may unfavourably or negatively
impact the Academy, or bring the Academy into public disrepute, contempt, scandal or
dispute.

8.2 Either Party may, without prejudice to any rights of remedies it may possess, terminate this
Agreement, by giving a three (03) month, prior written notice to the other Party.

8.3 Upon termination of this Agreement under Clause 8.1 of this Agreement, the Academy shall have
the right to remove the Course and the Course Content from the Platform.

9 Non- Compete and Non-Solicitation

9.1 The Instructor convents and agrees, that during the term of this Agreement, the Instructor shall not,
directly or indirectly, engage in employment with other competitive online platforms of same or
similar nature offering pre-corded lectures or conducting live-interactive sessions.

9.2 During the term of this Agreement, and for a period of two (02) years, after termination or expiry
of this Agreement (hereinafter the ‘Restriction Period”), the Instructor shall not, directly or
indirectly, (i) induce or attempt to induce any employee of the Academy to leave the employment of
the Academy; (ii) in any way interfere with the relationships between the Academy and any such
employee of the Academy; (iii) employ or otherwise engage as an employee, independent contractor
or otherwise any such employee of the Academy; or (iv) induce or attempt to induce any customer,
supplier, licensee or other person or entity that has done business with the Academy within twenty-
four (24) months of termination or expiry of this Agreement, as the case maybe, or in any way
interfere with the relationship between any such customer, supplier, licensee or other business entity
and the Academy.

9.3 Instructor hereby agrees that during the Restriction Period, as stipulated in Clause 9.2 of this
Agreement, the Instructor shall not, directly or indirectly, as employee, agent, consultant,
stockholder, director, co-partner or in any other individual or representative capacity, own, operate,
manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor
to, render services for (alone or in association with any person, firm, corporation or entity), or
otherwise assist any person or entity (other than the Company) that engages in or owns, invests in,
operates, manages or controls any venture or enterprise that directly or indirectly engages or
proposes to engage in any element of the business anywhere within the [insert city], in which the
Academy on the termination date engages or competes in any element of the business.

10 Dispute Resolution

10.1 The Parties shall endeavour to reach to an amicable settlement to any dispute that may arise out
of/or relating to this Agreement, including, inter alia, disputes in relation todefault or termination,
through mutual consultation and good faith, as promptly as possible. Each Party shall, however,
continue to fulfil its obligations under this Agreement till the pendency of dispute arising out of or
relating to this Agreement.

Arbitration
10.2 If the procedures described above do not resolve the dispute within thirty (30) business days
following a reference to mediation, the dispute shall be finally resolved through Arbitration to be
 conducted by a mutually agreed upon retired Judge of the Supreme Court of Pakistan (hereinafter
the “Arbitrator”), in accordance with the provisions of the Arbitration Act 1940 (hereinafter the
“Act, 1940”) or its successive law. Either Party may initiate the Arbitration.

10.3 Either Party may initiate the Arbitration proceedings. The place of arbitration shall be Lahore, unless
the Parties agree otherwise. The duly appointed Arbitrator shall determine the rights, and obligations,
of the Parties in accordance with the substantive laws of Pakistan.

11 No Partnership or Third Party Beneficiary

11.1 Nothing contained in this Agreement shall constitute, or be deemed to create, a partnership, joint
venture, or a principal and agent relationship, or a right to be regularized or retained permanently in
employment, between the Parties, nor shall any term or provision hereof be construed in any way to
grant, convey or create, any rights or interests to any person or entity that not a party to this
Agreement.

12 Indemnification
12.1 The Instructor hereby indemnifies, the Academy and its directors, officers, and employees, from and
against all third party claims, actions, suits, demands, damages, obligations, losses, settlement,
judgments, costs and expenses, which arise out of, relate to or result from any act or omission of the
Instructor, in regards to the scope of work defined under this Agreement.

12.2 In case Instructor’s conduct, actions or inactions, result in result in any loss to the Academy or its
clients, monetary or otherwise, the Instructor shall solely bear such the liability and the means to
rectify the loss to the extent of indemnifying the Academy. It is recorded that for the purpose of this
Agreement, conduct shall include, inter alia, sabotage, conspiracy, gross negligence, fraud and/or
unlawful conduct.

13 Force Majeure

13.1 Any failure or delay by a Party in the performance of its obligations under this Agreement is not a
default or breach of the Agreement, to the extent that the failure or delay is due to elements of nature
or acts of God, acts of war, terrorism, riots, revolutions, strikes, civil commotions, interference by
civil or military authorities, condemnation or confiscation of property or equipment by any
Governmental Authority, nuclear or other explosion, radioactive or chemical contamination or
ionizing radiation, fire, epidemic/pandemic, quarantine restriction, labor dispute or other labor
protest, stop-work order or injunction issued by a Governmental Authority or Court of Competent
jurisdiction, governmental embargo or any other factor beyond the reasonable control of a Party
(each, a "Force Majeure Event"), except to the extent that the consequence of such event arises by
reason of (i) the negligence or intentional misconduct of the Party or its representatives, (ii) any act
or omission by the Party or its representatives in breach of the provisions of this Agreement, (iii)
any strike, labor dispute or other labor protest involving any person retained, employed or hired by
the Party or its representatives to supply materials or services for or in connection with the Project
or any strike, labor dispute or labor protest pertaining to the Parties that is not of general application
that is caused by or attributable to any act or omission of the Party or its representatives.

13.2 The Party failing or delaying due to a Force Majeure Event shall give notice to the other Party. Such
notice must describe the Force Majeure Event and include a good faith estimate as to the impact of
the Force Majeure Event upon the Party’s responsibilities under this Agreement.

14 Confidentiality
14.1 Unless disclosure is required by applicable law, the Instructor shall keep confidential any and all
information, including electronic and digital information, relating to the Academy, or arising out of
execution of this Agreement.
15 Governing Law and Jurisdiction
15.1 This Agreement shall be governed and construed in accordance with the laws of Pakistan. The courts
of Islamabad, Pakistan shall have jurisdiction in respect of disputes arising hereunder.

16 Correspondence
16.1 The Parties do hereby covenant that any notice, intimation, communication and/or request, to be
given under this Agreement, shall be in writing, and state specifically that they are being served
pursuant to this Agreement. All such notices shall be presumed to have been duly served if sent on
the notified address of the other party, through registered post/courier. The addresses of the Parties
for the purpose of service are as follows:

(a) in case of the Academy

(b) in case of the Instructor

Or such person or addresses as either Party may from time to time designate by written notice to
the other.

16.2 A notice, intimation, communication and/or request to be given under this Agreement shall be
deemed to have been served (i) on the day it is delivered, (ii) or if such day is not a business day, then
it shall be deemed to have been served on the next business day, (iii) or if a notice, intimation,
communication and/or request is received after ordinary office hours, it shall be deemed to have
been served on the third business day, after being served through a registered post/courier.

16.3 In case of change of any of the above addresses, by the respective Party, the same shall notify, in
writing, immediately to the other Party by a registered letter through the fastest means indicating his
new corresponding/legal address, otherwise all correspondence sent to his address stated in the
Agreement shall be considered as correctly directed.

17 Severability
17.1 Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
applicable law. The invalidity of any one or more phrases, sentences, clauses or sections contained
in this Agreement shall not affect nor invalidate the remaining portions of this Agreement or any
part thereof.

17.2 If any provision of this Agreement, or the application thereof, to any person or circumstance, is held
or deemed to be or determined to be invalid, inoperative, or unenforceable in any particular case, or
in any particular jurisdiction(s), because it conflicts with any other provision(s) hereof, or of any
applicable law, or public policy, or for any other reason, (i) such circumstance shall not have the
effect of rendering the provision in question inoperative or unenforceable in any other case or
circumstance, or rendering any other provision or provisions herein contained invalid, inoperative,
or unenforceable to any extent whatsoever, and (ii) the Parties shall negotiate, in good faith, to amend
this Agreement to implement the provisions set forth herein.

18 Compliance with Laws

18.1 Each Party hereby affirm that it shall comply with any and all of the provisions of the applicable
laws affecting this Agreement, and shall obtain any permits or licenses, at their own costs and
expense, necessary for performing their obligations under this Agreement. Neither Party shall take
 any action in violation of any applicable legal requirement that could result in liability being imposed
on the other Party.

19 Amendment and Modification

19.1 This Agreement may be amended, changed or supplemented by the Parties, the same shall be valid
only if it is made in writing and duly signed by both Parties.

20 Entire Agreement
20.1 This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter
hereof, and supersedes all prior agreements, negotiations, discussions and understandings, written
or oral, between the Parties. There are no representations, warranties, conditions or other
agreements, whether direct or collateral, or express or implied, that form part of or affect this
Agreement, or that induced any Party to enter into this Agreement, or on which reliance is placed
by any Party, except as specifically provided under this Agreement. The Parties acknowledge, and
agree that (i) each Party is fully acquainted with the provisions of this Agreement, (ii) the provisions
and language of this Agreement have been fully negotiated and (iii) no provision of this Agreement
shall be construed in favor of any Party or against any Party by reason of such provision having been
drafted by or on behalf of one Party rather than the other.

21 Counter parts
21.1 This Agreement may be executed in two counterparts, which shall separately constitute one and the
same agreement.

For and on Behalf of the Academy For and on Behalf of the Instructor

Director

Witnesses

Insert Name
NIC:
Schedule I – Details and specifications of the Course Content to be submitted by the Instructor

A. Video Lecture

i. The Instructor shall submit pre-recorded lectures for the Course, in accordance with the
timelines, mutually agreed upon by the Parties, and the syllabus of the Course;

B. Live Interactive Sessions

i. The Instructor shall, at least once a week, hold live interactive sessions with the registered
students of the Course. The timelines of which shall be mutually decided between the
Parties