SERVICES AGREEMENT

This Services Agreement (“Agreement”) is entered into on this _______ day of ________, 2022
(the “Effective Date”) between:

1) …………Name of the Org (here-in-after referred to as the “Service Provider” which

expression shall unless repugnant to the context or meaning thereof shall mean and include
its affiliates, successors-in-interests and assigns); and

2) EARLY STEPS ACADEMY PRIVATE LIMITED, CIN: U80902KA2021PTC144898, a

private limited company incorporated and existing under the laws of India and having its
registered office at F- 836, 15th Cross, BEL Layout, Magadi Main Road, Bangalore –
560091 (hereinafter referred to as the “Company”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to include its successors-in-interest and
permitted assigns); of Part One;

Service Provider and the Company shall individually be referred to as “Party” and
collectively as “Parties”.

Whereas:
A. The Service Provider is a training institute.
B. The Company is in the business of creating content specific to the K-12 education space.
C. Company wishes to receive enter into a collaboration agreement with the Service
Provider.
D. The Parties have agreed that the Service Provider will provide Services (defined
hereinbelow) in exchange of the agreed Fees.

1. DEFINITIONS

1.1. In this Agreement the following expressions shall have the meanings set out opposite them:
a. “Applicable Law” shall mean includes (a) statute, statutory instrument, bye-laws, order,
directive, decree or law (including any common law, judgement, demand, order or
decision of any court, regulator or tribunal); (b) rule, policy, guidance or recommendation
issued by any Governmental Authority, statutory or regulatory body including current
circulars and gazette orders/amendments made from time to time thereunder;
b. “Business Day” shall exclude Saturday, Sunday or a public holiday in India and the
UAE.
c. “Brand” or “Brand Name” shall mean the Company and/or its products (when you say
“Brand” or “Brand name” it refers to a product or service not to a name of a company).
d. “Confidential Information" means all information and documents disclosed/provided in
writing, through a presentation, verbally or otherwise by or on behalf of the Company to the
Receiving Party, including without limitation, information and documents relating to:
i. any and all rights, whether registered or unregistered, in and with respect to patents,
copyrights, trade names, domain names, logos, trademarks, service marks,
Confidential Information, know-how, trade secrets, moral rights, contract or licensing
rights, whether protected under contract or otherwise under law, and other similar
rights or interests in Intellectual Property;
ii. any scientific or technical or conceptual nature information (copyrighted or otherwise)
consisting of or relating to but not limited to algorithm, formulations, proto types,
proof of concepts, engineering, the databases, computer software (object code or
source code), software documentation, computer-based test delivery system, systems,
pricing, Products, Services, components, developed or being developed by the Service
Provider, including without limitation, the information ascertained from plans,
drawing, schematics, sketches, tools, flow charts, models or descriptions of processes
or from an inspection of facilities of the Service Provider from computer programs,
databases, software, computer hardware components, or other components;
iii. designs (patented or otherwise technical), Product data, Product samples, inventions,
techniques, ideas, processes, drawings, Product implementations or technical know-
how;
iv. business plans, strategy, marketing plans, trade secrets, financial information or
records or business opportunities of the Company;
v. internal company personnel and financial information, vendor names and other vendor
information (including vendor characteristics, services and agreements), purchasing
and internal cost information, internal services and operational manuals, and the
manner and methods of conducting business financial statements, analysis, business
reports, policies, market survey, market research, human resource data, risk
management initiatives, incentive plans, financial projections or personnel matter,
employees, investors;
vi. marketing and development plans, price and cost data, price and fee amounts, pricing
and billing policies, quoting procedures, marketing techniques and methods of
obtaining business, forecasts and forecast assumptions and volumes, future plans and
potential strategies which have been or are being discussed;
vii. names of customers and their representatives, contracts and their contents and parties,
customer services, data provided by customers and the type, quantity and
specifications of Products and Services purchased, leased, licensed or received by
Service Providers;
viii. any work Product containing or developed using the Service Provider’s platform and
technology or other related information thereto;
ix. other information that is either marked “Confidential”, “restricted” or “Proprietary
Information” or other similar information;
 x. any information disclosed to the Receiving Party by third parties on behalf of the
Service Provider;
xi. any and all information derived from any of the Confidential Information; and
xii. the terms of any agreement, including this Agreement, and the discussions,
negotiations and proposals related to any agreement.
e. “Disclosing Party” shall be the Party who receives Receiving Party’s Confidential
Information.
f. “End User” shall mean any person who uses or consumes the Product(s);
g. “Force Majeure Event” refers to an event that is outside the reasonable control of the
party affected and shall include failures of the internet or any public telecommunications
network, hacker attacks, denial of service attacks, virus or other malicious software
attacks or infections, power failures, industrial disputes affecting any third party, changes
to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist
attacks and wars.
h. “Governmental Authority” means any domestic, foreign or other statutory authority,
local authority, government department, agency, commission, board, tribunal, court or
other entity having or purporting to have jurisdiction;
i. “Intellectual Property Rights” means any and all: (i) copyrights and other rights
associated with works of authorship throughout the world, including neighbouring rights,
moral rights, and mask works; (ii) trade secrets; (iii) patents, patent disclosures and all
rights in inventions (whether patentable or not); (iv) trademarks, trade names, internet
domain names; (v) goodwill; (vi) all other intellectual and industrial property rights of
every kind and nature throughout the world and however designated, whether arising by
operation of law, contract, license, or otherwise; and (vii) all registrations, applications,
renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in
effect.
j. “Proprietary Information” shall refer to the (i) Service Provider’s non-public
information regarding features, functionality and performance of the Service and (ii)
business, technical or financial information relating to the Service Provider’s business.
k. “Persons” shall include bodies corporate, unincorporated associations and partnerships
and any reference to any party who is an individual is also deemed to include their
respective legal personal representative(s).
l. “Product” shall mean those products made available by the Company to the Service
Provider to be offered.
m. “Receiving Party” shall be the Party who receives Disclosing Party’s Confidential
Information.
n. “Service” means the services with respect to strategic consulting of Company’s Brand,
creative solutions, and integrated communications management.
o. “Technical Dependency” shall mean communicating to the End User for the demos and
any assistance required form the End User to use the Website.
p. “Territory” shall mean the UAE.
q. “Website” shall mean the website of the Service Provider.

1.2 INTERPRETATION:
a. Heading and bold typeface are only for convenience and shall be ignored for the purpose
of interpretation.
b. Unless the context of this Agreement otherwise requires:
i. words of any gender are deemed to include the other gender;
ii. words using the singular or plural also include the plural or singular respectively;
iii. the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to
this entire Agreement or specified Clauses of this Agreement, as the case may be;
iv. the term “Clause” refers to the specified Clause of this Agreement and paragraph refers
to the specified paragraph of the Annexure’s to this Agreement;
v. reference to any statute or statutory provision shall include (a) any subordinate
legislation, rules and regulations framed thereunder from time to time; and (b) such
statute or provision as may be amended, modified, repealed, re-enacted or consolidated.

2. SERVICES

2.1. Subject to the Terms of this Agreement, Service Provider will use commercially
reasonable efforts to provide Company the Services in accordance with the terms of this
Agreement.
2.2. Subject to the Terms of this Agreement, Service Provider will assist the End User for any
Technical Dependency on behalf of the Company with reasonable support services in
accordance with Company’s policy.
2.3. The Company appoints the Service Provider and the Service Provider accepts such
appointment to make available to the Company the Services in accordance with the terms
of this Agreement and as further agreed in the commercial understanding (“Commercial
Terms”).
2.4. The Company agrees and acknowledges that the Service Provider is free to provide
the Service in the Territory in any manner and for any consideration as may be decided
by the Company in its sole and absolute discretion.
2.5. The Company agrees and acknowledges that the Company will provide the Service
Provider the Deliverables which will be required during the term of this Agreement.
2.6. The Service Provider will use commercially reasonable efforts to facilitate any Technical
Dependencies required for use of Services by the Company.
2.7. Any errors in the Services are to be identified by the Company within seven Business
Days from the date of delivery of the Service (“Identified Errors”). For such Identified
Errors, the Service Provider will address the issue relating to the content or Service
within reasonable time.

3. ADVERTISING, MARKETING AND SALE PROMOTION

3.1. The Service Provider as rights holder of the Brand Name may at its sole discretion carry
out advertising and marketing activities in relation to promotion of the Products
(content) provided by the Company in any manner and to any extent as may be deemed
fit by the Service Provider. Service Provider and the Company may agree on certain
terms on which the Company shall support such sales and marketing activities of the
Service Provider.
3.2. The Service Provider may at its sole and absolute discretion, on reasonable commercial
efforts basis, market, promote or advertise the Products in compliance with this
Agreement.
3.3. Where the Company believes or is notified by other entity including any third party that
any promotion plan/activity undertaken by the Service Provider is against any
Applicable Law of the Territory or in breach of any contractual obligation of the
Company or such third party, the Company shall intimate the same to the Service
Provider and upon such intimation, the Service Provider shall within reasonable time
cease such plan/activities.
3.4. The Company agrees and acknowledges that the Service Provider shall have the sole
right for the design, look and feel, architecture, layout, positioning and all aspects of
the Advertising/Promotional material of the Products including listing, positioning,
indexing, placement and tiering the Products offered by the Company and the
Company shall not question or dispute such exercise of right or discharge of
responsibility by the Service Provider.
3.5. The Service Provider shall reasonably ensure that all advertisement/promotion activities
undertaken by the Service Provider:
3.5.1. do not contain any material that, in its knowledge, would infringe or violate any
Intellectual Property Rights or any other personal or proprietary right of any
person;
3.5.2. comply with all Applicable Laws of the Territory or any other relevant
Government Authority;
3.5.3. are not obscene or libelous.
3.6. The Company authorizes the Service Provider by written consent to use the Brand Name
from time to time. The Company thus agrees and acknowledges to only use the Brand
Name as per the specific instructions and only for such purposes as may be specified by
the Service Provider and for no other reason.

4. USE OF SERVICES
4.1 With respect to the use of Services, Service Provider will not, directly or indirectly:
a. reverse engineer, decompile, disassemble or otherwise attempt to discover and the
Products offered therein;
 b. modify or translate unless otherwise provided in writing by the Company or
create derivative works based on the Services except to the extent expressly
permitted by Company or authorized within the Services;
c. create internet links to the Service or frame or mirror any part of the Service in
any manner whatsoever;
d. employ any hardware device or technique to pool connections or reduce the
number of devices or users that directly access or use the Service in order to
circumvent any restrictions on scope of authorized access or authorized use;
e. test the vulnerability of any network or website relating to the Service, nor breach
the security or authentication measures on such network or website;
f. use the Services solely for the benefit of a third party; or
g. remove any proprietary notices, trademarks, branding (including Brand name and
Brand logo) or labels.

5. LIMITED LICENSE

5.1. No rights or licenses are granted except as expressly permitted under this Agreement.
5.2. With respect to any Product that is distributed or provided to Service Provider for use,
Company hereby grants Service Provider a non-exclusive, non-transferable, non-
sublicensable license to use such Product and Catalogue during the Term only in
connection with the Services.
6. REPRESENTATIONS AND WARRANTIES
6.1. Each Party hereby represents and warrants to the other that:
6.1.1 They have the right and full authority to enter into this Agreement with the
Company.
6.1.2 All their obligations under this Agreement are legal, valid and binding obligations
enforceable in law.
6.1.3 There are no proceedings pending, which may have a material adverse effect on
their ability to perform and meet their obligations under this Agreement;
6.1.4 That they are an authorized business establishment and hold all the requisite
permissions, authorities, approvals and sanctions to conduct their business and to
enter into this agreement. They shall at all times ensure compliance with all the
requirements applicable to their business and for the purposes of this arrangement.
They confirm that they have paid and shall continue to discharge all their
obligations towards statutory authorities.
6.1.5 Neither Party hereby assigns any right, title, or interest in any trademark, or
intellectual property of such Party. No provision of this Agreement or exchange of
information hereunder shall be deemed to effect such an assignment.
6.2 The Service Provider warrants and represents that;
6.2.1 Service Provider agrees and undertakes not to upload any text, images, graphics
for description and display of Product that is vulgar, obnoxious, inaccurate, false,
 incorrect, misleading, intimidating, against the public policy.
6.2.2 The Service Provider is not related to Company and Company is not holding any
share in the capital of the Service Provider.

7. INDEMNITY

7.1 Each Party shall indemnify and hold harmless the other Party and its officers,
employees, and agents, from any and all claims, suits, damages, attorney’s fees, costs,
and expenses arising on account of material breach of the other Party’s covenants,
alleged violation of laws of India and UAE, or for material breach of the terms of this
Agreement.
7.2 The Service Provider shall indemnify and hold harmless the Company, its officers,
employees, and agents, from any and all claims, suits, damages, attorney’s fees, costs,
and expenses arising on account of breach against any cost, claims, liabilities, expenses
that the Service Provider may suffer on account of the violations of law in connection
with this Agreement.

8. CONFIDENTIAL AND PROPRIETARY INFORMATION

8.1. Service Provider understands that the Company has disclosed or may disclose
information that may either be classified as Confidential Information or Proprietary
Information.
8.2. Service Provider shall, and shall cause its representatives to, (i) protect the confidentiality
of all Confidential Information and not disclose the Confidential Information to any third
Person; (ii) keep Confidential Information in the possession or control of the Receiving
Party at all times; and (iii) not to use such Confidential Information for any purposes
whatsoever save as may be strictly necessary in connection with the purposes of this
Agreement. Further the Receiving Party, while acknowledging the confidential and
proprietary nature of the Confidential Information agrees to take all necessary measures,
at its own expense, to restrain its representatives from sharing prohibited or unauthorized
disclosure or use of the Confidential Information in the next 5 years.
8.3. Service Provider agrees: (i) to take reasonable precautions to protect such Proprietary
Information, and (ii) not to use except in performance of the Services or as otherwise
permitted herein or divulge to any third person any such Proprietary Information.
8.4. Company agrees that the obligation under Clause 8.2 and 8.3 shall not apply with respect
to any information that the Service Provider can establish: (a) is or becomes generally
available to the public; (b) was in its possession or known by it prior to receipt from the
Company, or (c) is required to be disclosed under the Applicable Law.

9. OWNERSHIP RIGHTS OF THE COMPANY

9.1. Notwithstanding anything to the contrary, Company shall have the right collect and
analyze data and other information relating to the provision, use and performance of
various aspects of the Services and related systems and technologies (including, without
limitation, information concerning Catalogue and data derived therefrom), and Company
will be permitted, during and after the Term of this Agreement, to (i) use such
information and data to improve and enhance the Services and for other development,
diagnostic and corrective purposes in connection with the Services and other Company
offerings, and (ii) disclose such data solely in aggregate or other de-identified form in
connection with its business.

10. PAYMENT OF FEES

10.1. Fees. The Service Provider shall be liable to pay the applicable fee as calculated
according to Annexure A.
10.2. Invoicing. The Company shall raise an invoice for the Service provided by the Service
Provider on the Date of Delivery of Service. Thereafter, the Company shall raise monthly
invoice from the Date of Delivery for the Service until the termination of this Agreement
according to the terms set under Annexure A. The Service Provider shall pay the Fees set
out in each invoice, without set-off, abatement or deduction for the Services in
accordance with this Agreement.
10.3. Change in Fees. Company, upon mutual consent, reserves the right to change the Fees or
applicable charges and to institute new charges and Fees upon thirty (30) days prior
notice to the Service Provider.
10.4. Reconciliation of Fees. If Service Provider believes that Company has billed Service
Provider incorrectly, Service Provider must contact Company no later than 30 (thirty)
days stated on the bill containing any errors
11. TERM AND TERMINATION

11.1. This Agreement shall commence on the Effective Date and shall be valid to a period of 1
(one) year until termination. (“Term”).
11.2. In the event the Service Provider provides false or misleading information to the End
User, the Company shall forthwith terminate this Agreement and shall initiate civil and/or
criminal proceedings against the Service Provider.
11.3. This Agreement may be determined in any of the following circumstances;
(i) Expiry of the Term;
(ii) Termination by either Party, by issuance of a minimum of one (1) months’
advance written notice without assigning any reasons; or
(iii) Breach of this Agreement by either Party.
11.4. In the event of breach of any of the terms of this Agreement, the non-defaulting Party
shall issue fifteen (15) days’ notice in writing calling upon the breaching Party to rectify
 the breach. If the breaching Party fails to rectify the breach within the stipulated time, the
non-defaulting Party may terminate this Agreement forthwith. 
11.5. Upon expiry or termination of this Agreement as provided above, as the case may be:
(i) The Parties shall stand absolved of all obligations or liabilities from the date of
expiry or termination of this Agreement, as the case may be, except for the obligation of
the Company to make payment for the Services rendered by the Service Provider as on
and up to the date of the expiry / termination. Provided that the Company shall not be
liable to make payment towards incomplete services rendered by the Service Provider;
(ii) The Company shall pay the amounts outstanding, if any to the Service Provider
within thirty (30) days from the date of expiry or termination of this Agreement, as the
case may be, subject to receipt of invoice(s) from Service Provider.

12. LIMITATION OF LIABILITY.

13. 1 Notwithstanding anything to the contrary contained under this Agreement, in any
event neither Party shall be liable (whether in contract, warranty, tort, including but
not limited to negligence, product liability or other theory) to the other Party or any
other person or entity for any indirect, incidental, punitive, special, consequential or
exemplary damages (including damages for loss of revenues, loss of profit, or
anticipated profits, loss of goodwill, loss of business or data or cost of procurement)
arising out of or in relation to this agreement even if such Party has been advised of
the possibility of damages.
13. 2 Notwithstanding anything to the contrary, the maximum extent of liability of the
Company under this Agreement shall be limited to the Fees already paid by the
Company to the Service Provider.

13. FORCE MAJEURE

13.1. If a Force Majeure Event gives rise to a failure or delay in either Party performing any
obligation under this Agreement, that obligation will be suspended for the duration of the
Force Majeure Event.
13.2. A Party that becomes aware of a Force Majeure Event which gives rise to, or which is
likely to give rise to, any failure or delay in that Party performing any obligation under
this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay
will continue.
13.3. A Party whose performance of its obligations under this Agreement is affected by a Force
Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure
Event.
13.4. Notwithstanding Clause 10.1, the obligations relating to payment of Fees or any other
charges shall not be suspended for the duration of the Force Majeure Event.

14. GOVERNING LAW AND JURISDICTION

14.1. If any dispute or difference shall arise between the Company and the Service Provider,
either during the term of this Agreement or after the determination or expiry of the
Agreement, as to the construction of this Agreement or any matter arising out of or, in
connection therewith, the dispute shall be amicably resolved by both the Parties to this
Agreement. If the Parties fail to resolve the dispute, the Parties shall mutually appoint a
sole Arbitrator in accordance with the Arbitration & Conciliation Act, 1996. The venue
and seat of the arbitration shall be Bangalore. The arbitration shall be conducted in
English. 
14.2. This Agreement shall be construed in, interpreted, applied and governed in accordance
with the laws of India. Subject to Clause 14.1, the courts at Bangalore shall have the sole
and exclusive jurisdiction to entertain any disputes arising out of or pursuant to this
Agreement. 

15. MISCELLANEOUS

15.1. Severability. If any provision of this Agreement is found to be unenforceable or invalid,

that provision will be limited or eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect and enforceable.
15.2. Survival of Terms. All sections of this Agreement which by their nature should survive
termination will survive termination, including, without limitation, accrued rights to
payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
15.3. Assignment. This Agreement is not assignable, transferable or sublicensable by Service
Provider except with Company’s prior written consent. Company may transfer and assign
any of its rights and obligations under this Agreement without consent.
15.4. Complete Agreement. This Agreement is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous written and
oral agreements, communications and other understandings relating to the subject matter
of this Agreement, and that all waivers and modifications must be in a writing signed by
both parties, except as otherwise provided herein.
15.5. No agency. No agency, partnership, joint venture, or employment is created as a result of
this Agreement and Service Provider does not have any authority of any kind to bind
Company in any respect whatsoever.
15.6. Notices. All notices under this Agreement will be in writing (electronic means is valid
and if required followed by registered mail) and will be deemed to have been duly given
when received, if personally delivered; when receipt is electronically confirmed, if
transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by
 recognized overnight delivery service; and upon receipt, if sent by certified or registered
mail, return receipt requested.
15.7. The Service Provider agrees to reasonably cooperate with Company to serve as a
reference account upon request.
 IN WITNESS, WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
BY AFFIXING THE SIGNATURE OF THE AUTHORISED REPRESENTATIVES AS OF THE
DATE HEREINABOVE MENTIONED.

EARLY STEPS ACADEMY PRIVATE LIMITED For MASTER BRAIN CHILDREN

DEVELOPMENT CENTRE

Signature Signature

Name Name

Designation Designation

Place Place

Date Date
 Annexure A

Fee and Payment schedule

No. of Weeks 20 36 52

Timeline for the

Expert Master Legend
Fee Payment

Price To be agreed between the

Paid/Participant Company and the Service
Provider for each
recruitment campaign.
After Tax (20%)

Gross margin- An invoice to be raised

60% the Company by the Company on 20th
(1) of every enrolment
month (one-time
payment).
Gross Margin-
40% Service
Provider

To be handled by the
Withholding tax (2) Company to avoid
10% 10% 10%
double taxation on this
revenue.

The invoice must be

To be paid to the cleared by the Service
Company approx. Provider on or before
(UAE Dirham) 7th of every subsequent
enrolment month.

conversion rate (3)

*All prices in UAE Dirham