THIS AGREEMENT is entered into on this the 1ST day of October 2020,

BY AND BETWEEN;
PATLE EDUSKILLS FOUNDATION a company incorporated under Companies Act, 2013 (18
of 2013) having its Registered Office at Plot No. 62, Chamber No. 3, First Floor, Canal Road,
Gokulpeth, Nagpur – 440010 Maharashtra (hereinafter referred to as the “Channel Partner”,
which expression shall, unless repugnant to the context, mean and include their executors and
successors) of the ONE PART,

AND

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SHRI MAHAVEER SEWA SAMITI, a Skill Development and National Apprentices Promotion
Scheme (NAPS) implementing company incorporated under the Companies Act, 1956, having
its Registered Office at Rajabhoj Pvt. ITI Campus, Ward No 52, Sanjaynagar, Bhopal, 462026
(M.P.) (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the
context, mean and include its successors and assigns) of the OTHER PART.

WHEREAS the CHANNEL PARTNER is a firm which deals in professional Human Resources
services.

Pursuant to the discussions between the parties and based on the mutual covenants herein, the
CHANNEL PARTNER been engaged by SHRI MAHAVEER SEWA SAMITI on the terms
hereunder.

NOW THEREFORE THIS AGREEMENT WITNESSETH as follows:

1. SCOPE

A. SHRI MAHAVEER SEWA SAMITI is engaged in Skill Development and National

Apprentices Promotion Scheme (NAPS) implementation activities.

B. CHANNEL PARTNER will assist SHRI MAHAVEER SEWA SAMITI as CHANNEL

PARTNER has contacts, ability and resources to undertake various activities related to
business growth for SHRI MAHAVEER SEWA SAMITI.

C. Relying on such representation and pursuant to discussions between both parties, SHRI
MAHAVEER SEWA SAMITI has decided to use the services of CHANNEL PARTNER to
ensure business growth in PAN India. CHANNEL PARTNER will be authorized to
represent SHRI MAHAVEER SEWA SAMITI in augmenting their business in PAN India.

D. The parties now desire, by executing this Agreement, to record the understanding between
them on the basis of which CHANNEL PARTNER will be engaged to undertake this work.

E. Any variations in the duties, responsibilities and compensation rates of CHANNEL

PARTNER will be made and come into effect only by mutual consent and in writing signed
by both the parties.

F. It is clearly understood and accepted by both parties that this Agreement and the contract
between the parties evidenced by it are on “principal to principal” basis and nothing herein
contained shall be construed or understood as constituting either party the agent or
representative or agent of the other under any circumstances.

G. All On site activities mentioned below are scope of CHANNEL PARTNER

 Business Development:
o CHANNEL PARTNER would be responsible to identify client (right from
client tapping, follow up, negotiations, commercials finalization and

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 agreement signing) and conclude it for the clients engaged by them
o Communication and submission of signed agreement copy to SHRI
MAHAVEER SEWA SAMITI for the clients engaged by them
 Operations:
o CHANNEL PARTNER would be responsible to on site operational
Activities like Candidate Mobilization, on boarding, separation and exit
formalities for the clients engaged by them
o Submission of Candidate Data to SHRI MAHAVEER SEWA SAMITI &
to Employer HR Dept. in prescribed format with all necessary documents
required for registration of apprentice in within given time frame for the
clients engaged by them.

 Supervisor :
o CHANNEL PARTNER would be responsible for on site Supervisor
(according to business need), (Souring & Selection, deployment and salary
of Supervisor) for the clients engaged by them
 Attendance & Payroll :
o CHANNEL PARTNER would be responsible for day to day facilitation of
Apprentices & their attendance, leave records as required by employer &
SHRI MAHAVEER SEWA SAMITI, for the clients engaged by them
o CHANNEL PARTNER would be responsible for preparation of monthly
payroll based on daily attendance and submitting it to SHRI MAHAVEER
SEWA SAMITI for invoice making, Submission of Final correct bank
transfer file for the clients engaged by them.
 Exit Formalities:
o CHANNEL PARTNER would be responsible for intimation of
Apprentices who are completing Apprenticeship. for the clients engaged
by them.
o CHANNEL PARTNER would be responsible for facilitation for
clearance & Assessments of Candidates after completion of
Apprenticeship for the clients engaged by them.
 Training:
o CHANNEL PARTNER would be responsible for Scheduling of training
calendar, facilitation for B.T.R.I. lectures & Records of the same for the
clients engaged by them.
o .
 Medical claim:
 CHANNEL PARTNER would be responsible for
o Facilitation for on time submission of data for addition/deletion to policy,
for the clients engaged by them.
o On time claim intimation, on time submission of claim related documents
and related other activities for the clients engaged by them.

 Other:
 CHANNEL PARTNER would be responsible for any on site activities which are

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 not mentioned above but required by Apprenticeship Act. & due to amendments
by Govt. authorities time to time, required by employer & Required by SHRI
MAHAVEER SEWA SAMITI due to implementation & revision of operational
policy & SOP updated time to time are Scope of work of CHANNEL PARTNER
for the clients engaged by them.

H. All Back-end Activities mentioned below are in the scope of CHANNEL PARTNER
however SHRI MAHAVEER SEWA SAMITI, will provide all assistance in achieving
these objectives for the clients engaged by CHANNEL PARTNER
 Business Development Support:
o Supporting CHANNEL PARTNER for administrative activities during
the course of business development like providing/mailing presentations
required Government notifications/GRs, quotations, printing of finalized
agreements.
 Apprentices Compliance:
o Employer registration on Apprenticeship Portal.
o Approval of required apprentices’ quota as per Apprenticeship Act.
o Candidate profile creation & Apprenticeship Contract generation.
o Monthly, Quarterly & Yearly updation of Apprentice data on portal as
required by Apprenticeship Act.
o Preparation, Submission & follow-up of Quarterly reimbursement claims
of eligible candidates.
o Suggestion, Mapping & finalization of Job roles for Employer, Creation
& approval of new Job role if required.
o Online applications for assessments, scheduling of assessments &
Completion Certificates.
o Liaisoning with Government & NSDC officials for Operational, approval
& new projects support.
 Invoice Making:
o Receiving of Payroll and based on it preparing invoice.
o Client payment validations against raised invoices and reconciling.
 Stipends :
o Payments of apprentices on monthly basis on the basis of attendance sent
by CHANNEL PARTNER
 Trainings :
o Execution of training as per training scheduled by Apprenticeship Act.
 Mediclaim / Insurance :
o Communicating addition/deletion data to Insurance Company.
o Facilitating for claim settlement.

I. Any variations in the duties, responsibilities and compensation rates will be made and come
into effect only by mutual consent and in writing signed by both the parties.

J. It is clearly understood and accepted by both parties that this Agreement and the contract
between the parties evidenced by it are on “principal to principal” basis and nothing herein

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 contained shall be construed or understood as constituting either party the agent or
representative or agent of the other under any circumstances.

K. CHANNEL PARTNER will have right to set up office and appoint required staff/associate
at CHANNEL PARTNER cost to augment the business and these staff/associates will
represent SHRI MAHAVEER SEWA SAMITI and CHANNEL PARTNER for the sole
purpose of this agreement. To execute these mutual discussions will take place.

2. OBLIGATIONS OF BOTH PARTIES

a) SHRI MAHAVEER SEWA SAMITI and CHANNEL PARTNER agree to work together
and execute required activities. In connection with this, CHANNEL PARTNER agrees to
meet with and advise SHRI MAHAVEER SEWA SAMITI as frequently as they may
require. While working together SHRI MAHAVEER SEWA SAMITI and CHANNEL
PARTNER will exercise the degree of professional competence, care, skill, diligence and
prudence as is normally exercised by a professionals in skill, educational & industry
field.

b) SHRI MAHAVEER SEWA SAMITI will give administratitive, business operative and
local decision making authority to CHANNEL PARTNER to explore and execute
business opportunities and activities in Maharashtra and other states in India.

c) Forthwith  upon expiry or termination of this Agreement, CHANNEL PARTNER shall

cease  all activities pursuant hereto and return to SHRI MAHAVEER SEWA SAMITI,
all goods and materials (provided by SHRI MAHAVEER SEWA SAMITI ) whatsoever
of SHRI MAHAVEER SEWA SAMITI or pertaining to its work and services for SHRI
MAHAVEER SEWA SAMITI or concerning SHRI MAHAVEER SEWA SAMITI and /
or its business, activities, products, personnel etc., then in its possession.

d) In carrying out its duties and obligations hereunder, CHANNEL PARTNER and the
persons deployed by him for rendering the services, will comply with such reasonable
instructions and directions as may be issued by SHRI MAHAVEER SEWA SAMITI and
its concerned officers from time to time, provided that no such instruction or directions
shall be contrary to any of the provisions herein contained unless both parties have agreed
thereto.

e) CHANNEL PARTNER and the persons deployed by him shall be fully responsible to
properly maintain all property and equipment of SHRI MAHAVEER SEWA SAMITI
entrusted to them or permitted to be used by them to render the services or which are
otherwise under their control, reasonable wear and tear being excepted.

f) CHANNEL PARTNER is aware that other services (whether similar or different) are
being or may hereafter be rendered in the premises by other agency/consultants and their
personnel. CHANNEL PARTNER will not and will ensure that the persons deployed for

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 implementing this agreement will not, at any time, object to or interfere in any manner
with the rendering of such services by any such others agency/consultants.

3. COMPENSATION

a) It has been agreed between SHRI MAHAVEER SEWA SAMITI and CHANNEL
PARTNER to share revenue generated out of Skilled Development, Apprentices
engagement Activities which are developed in partnership with them for the clients
engaged by them.
b) Revenue share ratio in between CHANNEL PARTNER and SHRI MAHAVEER
SEWA SAMITI would be of 65% and 35%, out of which 65% Revenue share will be
given to CHANNEL PARTNER, for the clients engaged by them, from which they will
have to incur all expenses at their end and 35% share would be given to SHRI
MAHAVEER SEWA SAMITI.

4. PAYMENT TERMS

1) The payment from the clients engaged by CHANNEL PARTNER shall be

received directly in the bank account of SHRI MAHAVEER SEWA SAMITI, and
CHANNEL PARTNER will inform SHRI MAHAVEER SEWA SAMITI about
the deposit of payment by the clients along with required proof of deposit, SHRI
MAHAVEER SEWA SAMITI shall verify the amount deposited by the clients
and shall transfer CHANNEL PARTNER’s share in the net revenue to received
to them within 3 days of having reviewed information regarding deposit of
amount by the clients engaged by CHANNEL PARTNER. as finalized in clause 3
b).
2) If Candidate’s Insurance, Uniform & PPE or any of them provided by SHRI
MAHAVEER SEWA SAMITI then cost of the same at actual will be recovered in
immediate billing cycle & then payments as finalized in clause 3b will be
distributed or vice versa.

5. CONFIDENTIALITY AND DATA OWNERSHIP

It is hereby mutually agreed that CHANNEL PARTNER would be approaching the
clients on behalf of MAHAVEER SEWA SAMITI and therefore the clients
engaged by CHANNEL PARTNER shall be considered as the clients of
MAHAVEER SEWA SAMITI and CHANNEL PARTNER shall maintain complete
privacy of the data obtained from the clients and shall not share it with any other
agency or for its own use independent of MAHAVEER SEWA SAMITI, and in
case CHANNEL PARTNER uses the data of the clients, without the prior written
approval of MAHAVEER SEWA SAMITI then in such a circumstance CHANNEL
PARTNER shall be responsible to transfer the entire amount obtained or alleged
to have been obtained by the use of such data to MAHAVEER SEWA SAMITI.

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 It Is further mutually agreed that if any new business proposal is to be offered to the
clients engaged by CHANNEL PARTNER including but not limited to Hiring,
manpower supply, human resource management, contract management, etc the
same shall be undertaken only in collaboration with MAHAVEER SEWA SAMITI,
and after first proposing the same to MAHAVEER SEWA SAMITI.

6. TERM & TERMINATION

A. This agreement shall be for 5 years effective from 1ST October 2020 and would be valid
up to30 Sept 2025. The agreement can be extended for a further period with the consent
of both the parties in writing.

B. Either party may, terminate this agreement by giving to the other Three (3) months
written notice or on payment of the service charge in lieu of notice.

C. In the event of termination of contract, CHANNEL PARTNER and SHRI MAHAVEER

SEWA SAMITI will sign-off on status of business revenue on the date of termination.
This entitlement would continue till SHRI MAHAVEER SEWA SAMITI earns revenue
from any client/business opportunity which was developed by CHANNEL PARTNER &
CHANNEL PARTNER is providing service to that client on behalf of SHRI
MAHAVEER SEWA SAMITI.

5. INDEMNITY

CHANNEL PARTNER hereby indemnifies and shall keep fully indemnified and
harmless, SHRI MAHAVEER SEWA SAMITI and its directors, officers and employees,
from and against all and any claims, demands, losses, damages and expenses and
proceedings whatsoever, arising from or on account of the implementation of this
agreement or any breach or non-compliance thereof by them or any of the personnel
employed by them, or otherwise arising from any act or omission on their part. Whether
willful or not.

Similarly, SHRI MAHAVEER SEWA SAMITI hereby indemnifies and shall keep fully
indemnified and harmless, CHANNEL PARTNER and its directors, officers and
employees, from and against all and any claims, demands, losses, damages and expenses
and proceedings whatsoever, arising from or on account of the implementation of this
agreement or any breach or non-compliance thereof by the SHRI MAHAVEER SEWA
SAMITI I, or otherwise arising from any act or omission on their part, whether willful or
not.

6. CONFIDENTIALITY

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 CHANNEL PARTNER and SHRI MAHAVEER SEWA SAMITI (including their
employees and representatives) shall ensure that complete confidentiality is maintained
with regard to all information relating to each-other, their premises, business, assets,
affairs and employees and will NOT at any time divulge or make known to any third
parties any trust, accounts, matters or transactions whatsoever pertaining to each-other
and which may in any way come to their knowledge or attention, unless previously
consented to in writing.

7. FORCE MAJEURE

The obligations of SHRI MAHAVEER SEWA SAMITI and CHANNEL PARTNER shall
remain suspended if and to the extent that they are unable to carry out their obligations
owing to force majeure or reasons beyond their control. Provided that adequate notice is
given to the other party within 3 days of such force majeure event.

9. DISPUTE AND RESOLUTION

Any disputes or differences whatsoever between the parties which cannot be settled by
mutual discussions at appropriate levels, shall be referred to arbitration as per mutually
agreed upon by an arbitrator tribunal comprising of 3 arbitrators 1 nominated by each
party and the 3rd decided by the 2 arbitrators so nominated, and arbitration tribunal’s
decision in the matter shall be final and binding upon the parties to the dispute. The
venue of arbitration shall be Bhopal and provisions of the Arbitration and Conciliation
Act 1996, or the arbitration law for the time being in force in India shall be applicable. In
respect of any matters pertaining to such arbitration, the courts of law in Bhopal will have
exclusive jurisdiction.

10.1 CHANNEL PARTNER hereby represents and warrants that:

(a) in activities and transactions related to this Agreement, CHANNEL PARTNER and its
owners, officers, directors, employees or agents thereof have not paid, offered or
promised to pay, or authorized the payment of, and will not pay, offer or promise to pay,
or authorize the payment of, any monies or anything of value, directly or indirectly, to
any government official or employee, any official or employee of a state-run or state-
owned or controlled enterprise or entity, any official or employee of a public international
organization, any candidate for political or public office, any official or employee of any
political party, or any family member or relative of such persons, or any political party
for the purpose of influencing any act or decision of any such official, employee,
candidate, political party, enterprise or entity, public international organization, or
government to obtain or retain business, or direct business to any person or entity, or for
any other improper advantage or purpose;

11. ENTIRE AGREEMENT

This Agreement embodies the entire agreement and understanding between the parties as
to the subject matter hereof and supersedes all prior negations, arrangements, and
understanding between the parties.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Bhopal as of the
date and year first hereinabove written.

PATLE EDUSKILLS FOUNDATION

Mr Mitaram Patle (Director) Mr Manoj Chavhan (Director)

SHRI MAHAVEER SEWA SAMITI

Mr Ankur Jain (Director)

In the presence of witnesses: 1) Mr Ranjit Pande (Chaneel Partner)

2)