Boston © INSTITUTE OF ANALYTICS BOSTON INSTITUTE OF ANALYTICS GLOBAL EDUCATION PRIVATE LIMITED FRANCHISE AGREEMENT ‘This FRANCHISE AGREEMENT ("Agreement") is made on April. 23..2023 (the “Effective Date") BETWEEN. 1) Boston Institute of Analytics Global Education Private Limited, a company incorporated in India, whose registered corporate office is at 1214A, B-Wing, Kanakia ‘WallStreet, Andheri East, Mumbai 400093 (BIA®, hereafter referred as “THE INSTITUTE” or Company” or“BIA"), and 2) Divergent. Softech LLB, an individual resident of India / a company incorporated under the laws of India and having its registered/permanent address at 42, Saivihar. Colony, Vandana Nagar. Indore, ("Franchisee"); each a “Party” and together the “Parties”. WHEREAS A. THE INSTITUTE is a corporate organization with presence in the United States, United Kingdom and India. THE INSTITUTE offers a comprehensive range of professional learning programs under the brand of Boston Institute of Analytics (BIA®) that are designed to cater to an aspiring group of professionals. B. The Franchisee has requested for permission to run BIA® Franchise Centre to impart training programs approved by THE INSTITUTE, and the same has been accepted by THE INSTITUTE to operate Boston Institute of Analytics Franchise. Centre.= Indore, Madhya Pradesh subject to the strict adherence of terms and conditions mentioned in this Agreement. * 1. The Franchisee warrants and represents to THE INSTITUTE that itis an individual / company / firm, validly existing and a good standing under the laws of India and has all requisite power and authority to enter into this Agreement with THE \\INSTITUTE. All the obligations of the Franchisee under this Agreement are legal, Agreement. ‘The term of the agreement (tenure) is 3 Years or 36 Months, effective from START DATE: April. 23,2023 to EXPIRY DATE: April. 23,.2026Boston © INSTITUTE OF ANALYTICS 3, The Total Non-Refundable Franchisee License Fee for this Franchise is INR 12,00,000 (Rupees Twelve Lakhs only) to be paid by the FRANCHISEE. Any applicable tax (e.g, GST/Service Tax) will be payable in addition to the License Fee. This License Fee shall be non-refundable under all circumstances. An amount of INR 6,00,000 (Rupees Six Lakhs only) plus taxes will be due on the day of execution of this Agreement. The remaining amount of INR 6,00,000 (Rupees Six Lakhs only) plus taxes will be due within 4 months from the day of execution of, this Agreement. Any delay in receipt of payment will incur interest at the rate of 5% per month. The Franchisee will be regarded as an Authorized Franchisee only if the entire License Fee has been paid by the Franchisee within the stipulated period. Failure to pay the License Fee along with penal interest within 3 months of due date will result in IMMEDIATE TERMINATION of the Franchise Agreement, Itis agreed and understood that the part fee deposit by the franchisee shall stand forfeited. 4, The Franchise is non-transferable and shall not change the constitution of the Franchisee without the written consent of THE INSTITUTE. 5. The Franchisee will operate from the business address: First Floor, Block-C, Shivneri Plaza, FH-378, Scheme No. 54, Opp. Marriott Hotel, Indore, Madbya. Pradesh 452010.The details of exact location of business address must be notified to THE INSTITUTE before the commencement of the Franchisee operations, Any changein exact location of business address must only be made after the written approval from THE INSTITUTE, The territory assigned to the Franchisee is a radius of 5 kilometers from the above business address, The training centers must be within the territory assigned to the Franchisee. Addresses of all training centers must be notified in advance to THE INSTITUTE before the commencement of the training sessions. Operating a training center or businessaddress by the Franchisee outside oftheir territory is prohibited by THE INSTITUTE and will be considered a fundamental breach of this Agreement. 6. The right’to issue certificates belongs solely to THE INSTITUTE. Franchisee cannot and shall not issue certificate to trainees either in the name of THE INSTITUTE or in the name of their Centre or under any other brand name, THE INSTITUTE shall take criminal proceedings against misappropriation/tampering AFR cercate by the Centre, i found |\The Franchisee has no rights to sub-let or start sub-Centre without written «permission from THE INSTITUTE, It is agreed and understood that the Franchisee shall not introduce any other course or impart any other training in any other course from the premises.BOSTON INSTITUTE OF ANALYTICS 8 THE INSTITUTE shall do a periodic review of the Franchise Centre for their financial performance and quality assurance metrics. 9, Franchisee will conduct training programs as per the guidelines, contents and procedures mandated by THE INSTITUTE. The guidelines, as revised by THE INSTITUTE from time to time and informed in advance to the Franchisee, will include details on the course names, contents, duration, maximum allowable course fees, among other things. 10. All on-going official communications will be via email as per the following ‘THE INSTITUTE: Head Office@BostoninstituteOfAnalytics.org, Franchisee: parikshit.patel@divergentsl.com Any revision to the Franchisee email must be notified by the Franchisee on the official email id of THE INSTITUTE. 11. Royalty Fee of 20% on the maximum allowable course fees, as communicated on official email from time to time, will be due on all student enrolments. Any discount borne by the Franchisee will bear no impact on the Royalty Fee due to ‘THE INSTITUTE. 12, All the fee collection by the Franchisee shall be done via the online payment gateway available on the official website of THE INSTITUTE. Payment due to the Franchisee will be settled by the Thursday of every week for the payment collected in the previous week. ‘The Royalty Fee does not include applicable taxes that will be invoiced separately. ‘Any tax, duty or other Government instituted levies (e.g. GST) that may become applicabfe to any/all of the transactions underlying this Agreement shall be payable by the Franchisee to THE INSTITUTE in addition to the Royalty Fee / referred to hereinabove. In extenuating circumstances, the Franchisee might have to refund course fees paid by the students. In such cases of fee refund to any student of BIA®, the Franchisee shall not be liable to pay Royalty Fee on the said refunded course fee to THE INSTITUTE, and the same shall be adjusted in the subsequent invoice. 413, THE INSTITUTE recommends full course fee payment in advance by the student before the course training begins. If there are any delays in payment by the student to the Franchisee, that will bear no impact on the payment cycle of the Royalty Fee to THE INSTITUTE by the Franchisee. The Royalty Fee must be pald to THE INSTITUTE in the same billing cycle as the enrolment.Boston © INSTITUTE OF ANALYTICS 14, Any Value-Added Services (VAS) proposed by THE INSTITUTE from time to time will cost the Franchisee extra if the Franchisee chooses to opt in for the said VAS. Information on these discretionary services will be provided via official email on regular basis. 15. Franchisee will adhere to the guidelines as communicated by THE INSTITUTE on all matters including but not limited to quality of classrooms, infrastructure, internet network, marketing material, etc. These guidelines will be communicated tothe Franchisee on a regular basis and may vary from course to course. 16. THE INSTITUTE lays a strong focus on ensuring quality training Is provided by qualified, experienced, industry-oriented instructors, THE INSTITUTE “empanels" qualified trainers for instruction purposes. Only “BIA Empaneled ‘Trainers” will be permitted to conduct training sessions at the Franchise Centers, Any session conducted by trainers/instructors not empaneled by THE INSTITUTE will be considered invalid, and a breach of this Agreement. 17. Registration of all enrolled students must be done on the official portal of THE INSTITUTE. A unique Student Registration Number (SRN) will be generated centrally from THE INSTITUTE that will be mandatory for every student to access their certification, besides any facilities and opportunities made available by THE INSTITUTE. 18, Receipts of all payments received by the Franchisee must be generated on the official portal of THE INSTITUTE. The computer-generated receipt generated on the official portal must then be shared with the respective student. 19, The Franchisee is responsible to ensure it has the requisite legal and statutory permissions to run the Centre. THE INSTITUTE takes no responsibility of non- compliance on the part of the Franchisee on legal and licensing requirements. Apart from that, the statutory benefits like payment of wages, PF, and other benefits for Faculty/Employees who are working at the Franchise Centre shall be borne/complied by the Franchisee. Any liability arising out of these statutory or other requirements will be the sole responsibility of the Franchisee and THE INSTITUTE shall not be liable for the same by any means. ). THE INSTITUTE has right to verify the accounts and bills /receipts issued by the Franchisee at any point. 21. The Franchisee shall forward details of registration, training details, fees collected, weekly/monthly enrolments, and other information as required by THE INSTITUTE as per the format issued by THE INSTITUTE weekly as well as monthly.Boston © INSTITUTE OF ANALYTICS 22, The said Centre will be exclusively used for the purposes of executing this Agreement. The branding on the Centre will exclusively be as per the formats approved by THE INSTITUTE, Running any other side operations will not be tolerated and result in IMMEDIATE TERMINATION of the Agreement. 23. Any misuse of THE INSTITUTE identity and name amounts to violation of this, Agreement and Franchise stands cancelled automatically. Any tie-ups or associations with other organizations must first be taken approval from THE INSTITUTE failing which the association will be regarded as misuse of THE INSTITUTE name, and the Agreement stands cancelled with immediate effect. 24, All faculty, instructors, employees, and staff working at the Franchise Centre shall be on the payroll of the Franchisee. THE INSTITUTE will have no financial or other responsibilities towards these members directly or indirectly in any manner whatsoever. 25. The Franchisee shall issue any promotional materials or advertisement only after receiving consent from THE INSTITUTE on ema 26. Any disagreement between the student and the Franchise Centre will be the sole responsibility of the Franchisee. THE INSTITUTE will not be responsible for any shortfalls in commitments by the Franchisee to the student, or any other issues arising out of dissatisfaction among the students. 27. The Franchisee should conduct tests and evaluations periodically after each training module. THE INSTITUTE reserves the right to conduct test on its own to test/evaluate the quality and content of training, 28, THE INSTITUTE will issue certificates to successful trainees only if satisfied with tyaining quality and contents. Before issuing certificates to any trainee, entire Dias Ses mus be exec the Franchisee and the respective Rayaly ee must be deposited with THE INSTITUTE. 29. Franchisee agrees to abide by the rules, regulations and guidelines set by THE INSTITUTE from time to time. Once communicated by THE INSTITUTE, the onus of implementing the rules, regulations and guidelines lies solely with the Franchisee and the same must be executed with immediate effect.| Boston © INSTITUTE OF ANALYTICS 30. THE INSTITUTE has unbridled right to visit the Centre, inspect, issue suitable instructions, check & verify records, including bank transactions, interview trainees & faculties and take any steps that are felt necessary In the interestof the business and THE INSTITUTE. THE INSTITUTE may undertake regular assessment and evaluation of the performance of the Franchisee under this Agreement. THE INSTITUTE shall have a right to conduct forensic audit and access the financial records and operations of the Franchisee to verify/or ensure compliance by the Franchisee with the terms and conditions of this Agreement and the applicable laws that are connected with or in relation to this Agreement, ‘The Franchisee shall allow THE INSTITUTE representative(s), at any time to inspect the records and operations. While THE INSTITUTE reserves the right to inspect the work performance and compliance, such inspection shall not relieve the Franchisee of its responsibility for compliance with all the specifications and applicable law. 31, In case the Franchisee wants to separate from THE INSTITUTE within the tenure of the Agreement, Franchisee can do so by giving 3 months advance notice to THE INSTITUTE on official email and should have completed training for all trainees registered before completion of 3 months, should have paid all the dues including an amount of INR 1,00,000 (Indian Rupees One Lakh Only) to THE INSTITUTE towards short closure of agreement. In that case the Franchisee should obtain NO DUE Certificate from THE INSTITUTE and abandon the usage of any branding, marketing or proprietary materials including but not limited to name and logo with immediate effect. 32. For the purposes of this Agreement, “Intellectual Property Rights or IPR” shall ‘mean patents, copyrights, design rights, rights in databases, trademarks and trade names, service marks, and other intellectual property rights (whether registered or unregistered) and all applications and registrations for and extensions and renewalsof such rights or any of them, anywhere in the world, The Intellectual Property Rights including the concept of delivery of services will rest with THE INSTITUTE. The Franchisee shall undertake necessary steps to protect the ‘@itellectual Property Rights of THE INSTITUTE. Any violation will result in fediate cancellation of the Agreement. YE INSTITUTE shall not be liable to acts of omission or commission on the part ‘the Franchisee and the Franchisee will be solely responsible and liable to compensate loss if any. 34. That upon termination of this Agreement, by efflux of time or otherwise, the Franchisee shall not engage itself either through himself or its partner, employees, representatives, assignees, servants, agents, subsidiary etc, act in similar or identical offering of courses/training or running any institute offering similar or identical course.BOSTON INSTITUTE OF ANALYTICS 35, The Franchisee shall follow the rules of business both in letter and in spirit. 36. The Agreement is renewable subject to submission of a formal application for renewal at least 60 days before the Expiry Date. An amount of INR 5 Lakhs only plus GST/Service Tax will be applicable as the Non-Refundable Franchisee License Fee for the renewal of the Agreement for an additional tenure of 3 years. Detailed renewal process including revised terms will be shared via official email. In case of absence of renewal application, the Franchise stands cancelled with immediate effect from the Expiry Date, 37. At the end of the tenure of this Agreement, THE INSTITUTE has all the rights to not renew the Agreement with the Franchisee by giving one month notice on ‘email, with or without assigning any reason. 38, The Franchisee shall ensure that nothing is done or omitted to be done by the Franchisee which may affect the reputation of THE INSTITUTE in the field of training and education or otherwise. 39, The expressions and terms used herein shall also have the meaning assigned to them in THE INSTITUTE correspondence, emails and other official literature. In the event of a discrepancy or dispute THE INSTITUTE rules of business shall prevail 40, The Franchisee must not engage in activities which may bring disrepute to THE INSTITUTE, They must comply with all requirements, guidelines, and instructions issued by THE INSTITUTE from time to time. Any acts of indiscipline by the Franchisee may result in the termination of the Agreement. 41, THE INSTITUTE Franchisees are independent Franchisees operating their own business., They shall not convey the impression or refer to themselves as ‘employees, agents, managers, or representatives of THE INSTITUTE nor use such srminology on their marketing, stationary or other printed/digital matter. That {he relation between the parties shall remain that of principle to principle basis. ‘The Franchisee shall indemnify THE INSTITUTE in respect of any cost or damages arising because of any such misrepresentation of his relationship with THE INSTITUTE. rosecutions, penalties including costs thereof and not excluding THE INSTITUTE’s legal cost which might be made or brought against THE INSTITUTE, Sn respect of or arising out of breach, infringement or infractions of any laws, regulations and codes of practice arising out of the operations. THE INSTITUTE shall not have any liability to any Franchisee in respect of any loss, cost, damage, or expense suffered directly or indirectly because of any act, omissions, representation, or statement of any other Franchisee.goston © INSTITUTE OF ANALYTICS 43, The Franchisee shall duly and punctually make payments of all amounts due and payable to THE INSTITUTE. Non-payment of any amount under this by the Franchisee to THE INSTITUTE within the prescribed time shall be construed as an act of default and without prejudice to any other rights to recover such amount from the Franchisee, THE INSTITUTE shall also be entitled to terminate his Franchise forthwith without giving any prior notice. 44, Ifany notice is received regarding any breach of any law, rule, or regulations the Franchisee shall at his own cost ensure that he remedies the breach and also gives intimation thereof to THE INSTITUTE at the earliest, shall also ensure that he intimates to such issuing authority the relationship between the Franchisee and ‘THE INSTITUTE and also clarify that THE INSTITUTE is in no way concerned with such litigation. 45. The Franchisee disclaims any right or interest in THE INSTITUTE’s copyrights, trademarks, trade names, service names or marks and logos, and design and all advantages and benefits derived there-from and in the techniques/know-how and training resource/material, student course materials and other literature. ‘The Franchisee agrees that certain confidential information and secret knowledge which may be made available to him in confidence, the Franchisee shall not divulge such confidential information, secrets and procedures or performance or exhibit any portion or part thereof to any person. The Franchisee shall include a secrecy obligation relating to the above matters in the contracts of employment with his employees. The Franchisee shall keep all information of confidential nature received from THE INSTITUTE in whatever form as strictly confidential and shall not disclose it to third parties without the prior written consent of THE INSTITUTE during the term of this Agreement, The Franchisee agrees not to disclose revenue information to any third party without the prior written consent of THE INSTITUTE. the event this Agreement naturally expires, oris terminated or the Franchisee wants to separate from THE INSTITUTE within the tenure of this Agreement, the Franchisee hereby agrees to the following: ‘+ immediately cease using THE INSTITUTE’s copyrights, trademarks, trade names, service name, logos and other proprietary marks and materials for any business or activity remove any signs or advertisements which identify THE INSTITUTE transfer full access of all social media handles and digital accounts used during the tenure of the Agreement to THE INSTITUTE * Allthe physical properties relating to the Intellectual Property to be handed over within a period of 03 days from the date of termination, = Upon termination, separation or the expiration of this Agreement, the Franchisee shall not be permitted to act in a similar manner or role for any entity or individual who is in direct Competition with the INSTITUTE, for a period of One year from the date of termination, separation or expiration of this Agreement, whichever is later.Boston © INSTITUTE OF ANALYTICS 47. The Franchisee shall ensure good conduct and behaviour of every student and every faculty to maintain high reputation and discipline conducive for creating good academic atmosphere in the Franchisee’s centre. 48, THE INSTITUTE will not be concerned or bea party to any dispute in whatsoever capacity between the Franchisee and his employees or any other persons or any dispute, claims suit or litigation by and between statutory authority and the Franchisee for non- compliance with any statute, rules & regulations made by the statutory authority, 49. The Franchisee alone shall be responsible/liable for any non-compliance with any labour legislation and / or statutory provisions and THE INSTITUTE in no way shall be a party to any litigation arising out of any non-compliance by the Franchisee with any legislation 50, At any time if THE INSTITUTE is of the opinion that the academic standards are not maintained by the Franchisee, THE INSTITUTE shall have the right to take corrective steps at the cost of the Franchisee/ or cancel the Franchise. 51. The entire cost of running the centre for teaching, including acquisition of space, infrastructure, furniture & fixtures, facility costs, engaging of personnel, marketing and other spend towards student enrolment, local advertising and promotion by the Franchisee, and all other expenditure shall be borne and paid by the Franchisee only and the Franchisee shall not be entitled to require THE INSTITUTE to share any part or portion of such expenditure or reimburse any part thereof. 52. The Franchisee shall maintain proper records, filings, and books of accounts of all transactions, ‘The Franchisee shall keep the operational status of their center as active during the entire tenure of the Agreement. At any point during the tenure of this Agreement, if the center is found to be operationally inactive or shut for consecutive 2 months, THE INSTITUTE reserves the right to issue notice to the Franchisee and terminate this Agreement and entitled to appoint another Franchise in the same vicinity /territory. The center will be automatically deemed inactive if there are no admissions fora consecutive 3 months atany point during the tenure of this Agreement. 54.In case of any disputes and/or disagreements with other franchisees, THE INSTITUTE holds the final rights to resolve the same. In case the dispute between franchisees result in legal proceedings, the franchisees agree that the matter will purely be between franchisees, and THE INSTITUTE will not be a party to the same.BosToN © INSTITUTE OF ANALYTICS 55, Liquidated Damages: The Franchisee shall abide by all the terms referred in this agreement and other terms that are agreed through emails issued time to time. If any of the terms is violated, a sum of INR 10 Lakhs shall be paid by the Franchisee to THE INSTITUTE as liquidated damages. 56.THE INSTITUTE has rights to appoint more than one Franchisees in same town/city except in the territory as defined in point 5 of this Agreement. 57. There is no product and/or service and/or other territorial exclusivity granted to the Franchisee as part of this Agreement by THE INSTITUTE except for the territory as defined in point 5 of this Agreement. The exclusivity is only meant for other competing Franchisees and has no bearing on any activity by THE INSTITUTE, 58, Non-Compete: During the tenure of this Agreement, the Franchisee shall not be permitted to work or act in a similar manner or role for any entity or individual who is in direct Competition with THE INSTITUTE, for a period of One year from the date of termination, separation or expiration of this Agreement, whichever is later. 59, Jurisdiction: The Franchisee shall expressly agree that the court in Mumbai in the state of Maharashtra (INDIA) and none other courts shall have jurisdiction to try any matter arising between THE INSTITUTE and the Franchisee. All differences and disputes which may arise between THE INSTITUTE and the Franchisee shall be referred to a sole arbitrator for adjudication to be appointed by THE INSTITUTE only. The provisions of the Indian Arbitrator and Conciliation Act, 1996 shall apply.Boston © INSTITUTE OF ANALYTICS Executed by the Parties Signed for and on behalf of Divergent Softech LLP. [Franchisee] Signature! Duly Authorized Signed for and on behalf of Boston Institute of Analytics Global Education Private Limited [THE INSTITUTE / THE COMPANY] Signature: Name: Ashwin Malik Meshram Title: Global Head & CEO Dit cen Duly Authorized