MEMORANDUM OF UNDERSTANDING

BETWEEN

ITM EDUTECH TRAINING PVT.LTD (ETPL)

AND

GAURAV CHATURVEDI

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 100 Rs Stamp paper
SOURCING – MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding is entered into on 5 th of September 2023 and valid up to 4 th of

September 2025 between:

“ITM - EDUTECH TRAINING PVT LTD”, a Company established and registered under the
Companies Act 1956, having its Office at 10 th Floor, Platinum Techno Park, Plot No.17-18, Sector
30-A, Vashi-400703, Navi Mumbai, Maharashtra, hereinafter (referred to as “ITM- ETPL” which
expression shall, unless repugnant to the context include its successors and permitted assign), of the
First Part;

And

GAURAV CHATURVEDI having its main place of business at A4 404 eco village 1 greater Noida
West Uttar Pradesh 201306, represented by its owner GAURAV CHATURVEDI, having Aadhar
Card No. 704881984106 having PAN Card No. AKBPC8852H hereinafter referred to as the
“CHANNEL PARTNER” (which expression unless repugnant to the context or meaning thereof be
deemed to include its legal representative, executors, administrators, successors and permitted
assigns) Party of the SECOND PART.

In this MOU, as the context may require, ITM ETPL and Channel Partner shall hereinafter be
individually referred to as the “Party” collectively referred to as the as “Parties”.

WITNESSETH:

a. ITM-ETPL into the business of providing skills development in the domain of banking and
other allied domains.
b. CHANNEL PARTNER is in the business of conducting Education counselling, recruitment,
job placement, training among other services.
c. Thus, both parties have agreed to associate with each other in respect of marketing of the
program and sourcing/admission of the trainees for the program at locations as stipulated by
the ITM- Edutech Training Pvt Ltd. from time to time.

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS UNDER:

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 The services of the CHANNEL PARTNER are available to conduct Counselling sessions with
prospective and eligible students to persuade them to take admission to ITM- ISA Program, in return
for a success fee per qualified admission stipulated by the ITM- Edutech Training Pvt Ltd.

1. COVENANTS OF THE ITM-ETPL:

1. ITM-ETPL agrees, accepts and undertakes to provide all the details and specifications
necessary for marketing of the program and sourcing of applicants/candidates for the program
ITM-ETPL shall be solely authorized for the verification of candidates after the preliminary
screening by the CHANNEL PARTNER.
2. ITM-ETPL and its duly authorized representative shall be solely authorized to conduct
testing, Interviewing and selection of eligible candidates sourced by the ADMISSIONS /
CHANNEL PARTNER.
3. Partners can promote and sell the programs based on the specific information about the
program features and conditions or in the program collateral and marketing materials, or as
specified by ITM-ETPL from time to time. Partners may, at its own cost, conduct
promotional events and activities related to the selling of the program, with prior permission
of ITM-ETPL.
4. Partners shall not produce or distribute any marketing collateral of any kind, including but not
limited to flyers, brochures, posters, signage, forms and documents without the prior written
permission of ITM-ETPL. In addition, ITM-ETPL shall approve all collateral in respect of
design, logo, trademark, contents and method of distribution, prior to their production and
distribution.

2. COVENANTS OF THE CHANNEL PARTNER:

1. Qualified Admission is defined as “A qualified and eligible Candidate who is Identified and
counselled by the CHANNEL PARTNER and who attends the selection process at ITM-
ETPL Campus/GDPI location, once selected, joins and pays full fees. Candidate who cancels
their admission or fail to pay the fees shall not be considered as “Qualified Admission”
2. The CHANNEL PARTNER will provide with an Excel Sheet or Resume For ITM-ISA
Program through Email. The CHANNEL PARTNER is required to enter the details of the
identified Candidate.
3. The CHANNEL PARTNER shall ensure that any Candidate identified and counselled for
admission to ITM-ETPL shall meet the eligibility criteria of the ITM-ISA program. Namely,
the Candidate must have completed Graduation from a recognized University or recognized
by UGC.

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 4. The CHANNEL PARTNER shall not advertise or publicize the name of ITM-ETPL in any
publication or print, social, digital or electronic media without prior approval of ITM-ETPL.
Any such act would be considered a violation of this agreement.
5. The identified Candidate is required to complete the Excel Sheet form through Mail provided
by the CHANNEL PARTNER. Only Candidates who apply through the aforementioned
process shall be accepted as identified by the CHANNEL PARTNER. The form must be
filled by the Candidate.
6. The CHANNEL PARTNER agrees, accepts and undertakes to conduct the preliminary
screening of the eligible candidates wherein the candidates shall be sufficiently
explained/informed of the training, eligibility conditions, fees and all necessary details further
securing the assent of the candidate for joining the program.
7. Candidates identified by the CHANNEL PARTNER who have previously been identified
through ITM’s marketing, advertising, promotions or counselling activities shall not be
accepted as identified by the CHANNEL PARTNER.
8. The CHANNEL PARTNER agrees and accepts that neither the CHANNEL PARTNER or the
representatives and subcontractors are not authorized for charging money / collection of
money from the candidates at any level of the selection/ joining process, the CHANNEL
PARTNER covenants to abstain from such practices and to sign an undertaking annexed to
this agreement knowing fully that ITM- Edutech Training Pvt Ltd will be free to initiate Legal
action if the CHANNEL PARTNER is found guilty of practicing the same and the same shall
be sufficiently displayed and intimated to the visitors and the prospective candidates.
9. In the event of any conflict in the identification of Candidate and assignment of Qualified
Admissions, the decision of ITM -ETPL shall be final and binding on the CHANNEL
PARTNER.
10. The Success Fee amount is based on the number of identified Candidates successfully
admitted to the ITM-ISA programs at various ITM campus locations. The Success Fee
amounts are defined in Annexure C.
11. If any candidate drops out in the middle of the ITM ISA Program, then in that case ITM-
ETPL will not pay or refund such candidates.
12. If the identified Candidates applies for cancellation of admission before complete fees to
ITM-ETPL, then ITM-ETPL is not payable against such Candidates.
13. The total amount of success fee to the CHANNEL PARTNER would be paid within 45 days
from the date of clear receipt of the entire Program fees from the identified Candidates or as
per mutual understanding.
14. CHANNEL PARTNER shall provide to ITM-ETPL a single invoice listing the details of the
identified students, specifically the Full Name, mobile number, email address and ITM-ETPL
program admitted. This invoice is to be provided by the CHANNEL PARTNER after the
commencement of the course at ITM-ETPL campuses.
15. In the event an identified Candidate or qualified admission is being claimed by multiple
CHANNEL PARTNERS, the partner who has submitted the details of the Candidates first in
the database will be considered/ eligible for the referral amount. In case of any dispute, ITM-

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 ETPL reserves the exclusive right to decide on the Identified Students and Qualified
Admissions of the CHANNEL PARTNER.
16. This agreement is applicable only towards admission to ITM-ETPL programs conducted at
various ITM-ETPL locations as identified in Annexure 2.

3. RESPONSBILITIES OF PARTIES:

1. The CHANNEL PARTNER shall not issue any advertisement with the name / trademark of
ITM-ETPL in any publication or print, social, digital or electronic media without prior
approval of ITM-ETPL and if, any such act is found, it shall be considered as a violation of
this agreement and the agreement shall be terminated.
2. The counsellor representing the agency shall not present themselves as employees of ITM-
ETPL.
3. The CHANNEL PARTNER shall have no right to guarantee admission to candidates at the
campuses of ITM-ETPL. A candidate’s admission to the ITM-ETPL program is the discretion
of ITM-ETPL which shall be wholly and solely depend on his/her performance in the
admissions process and the final authority is ITM-ETPL only.
4. The rights and obligations of the agency arising hereunder are non-transferable and shall not
be assigned to or in favors of any third party. Any breach of this provision shall result in the
termination of this Agreement.
5. The agency shall not charge any amount from the candidate unless anything specifically
provided by ITM-ETPL in writing.
6. Both the parties agree to nominate the authorized representative along with a valid mobile
number, landline number and email address which shall be part of this Agreement.

4. INTELLECTUAL PROPERTY RIGHTS:

1) Partners can promote and sell the programs based on the specific information about the
program features and conditions or in the program collateral and marketing materials, or as
specified by ITM-ETPL from time to time. Partners may, at its own cost, conduct
promotional events and activities related to the selling of the program, with prior permission
of ITM-ETPL.
2) Partners shall not produce or distribute any marketing collateral of any kind, including but not
limited to flyers, brochures, posters, signage, forms and documents without the prior written
permission of ITM-ETPL. In addition, ITM-ETPL shall approve all collateral in respect of
design, logo, trademark, contents and method of distribution, prior to their production and
distribution.
3) Partners shall not advertise the programs or its agreement with ITM-ETPL, in any medium of
advertising, without prior written permission of the advertisement and approval of the design
and contents of said advertising, from ITM-ETPL.

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 4) Partners shall only use the full name of the programs, or as intimated by ITM-ETPL from
time to time.
5) Partners shall not use the names, logos, trademarks and copyrights of ITM-ETPL, its partners
and clients for any purpose whatsoever, without prior written permission and prior approval
of the nature of use of the same, from ITM-ETPL.
6) Partners may include only “ITM-ETPL” or its group institutions in the list of “OUR
CLIENT” or “SERVICES OFFERED TO” sections only and shall not use ITM-ETPL’s or
its client’s name, logo or intellectual property rights in any other fashion, for any purpose
whatsoever, without prior written permission from ITM-ETPL.

5. STANDARDS OF PERFORMANCE:

The parties agree that all obligations under this MOU and any agreement resulting from this
MOU shall be performed in a manner protective of and consistent with both parties’ reputation.

6. CONFIDENTIALITY:

1. The parties agree to maintain absolute confidentiality of all the information pertaining to the
subject of this Agreement including but not limited to rates, competitive intelligence and
information which they are privy to in their respective businesses (referred to as “Confidential
Information”). The parties agree that the Confidential Information obtained shall not be
shared, disclosed or divulged with any third party.
2. Neither party to this Agreement shall disclose or divulge Confidential Information to any
third party even after expiry of term or earlier determination of this Agreement.
3. The CHANNEL PARTNER acknowledges that ITM-ETPL owns all rights, title, and interest
in and to the brand names and agrees that it will do nothing inconsistent with such ownership.
The agency agrees that nothing in this Agreement shall give any right, title, or interest in the
brand names to them other than the right to use it in the form and manner as prescribed from
time to time by ITM-ETPL under this Agreement.

7. INDEMNITY:

The CHANNEL PARTNER shall indemnify ITM-ETPL for any direct, indirect, individual,
property or any losses, which may be incurred resulting from any act or omission or breach of
terms and conditions during the due process of admissions.

8. TENURE AND TERMINATION:

1. This Agreement shall be effective for a period of 24 months with effect from the date of
signing of this Agreement with no change in the commercial fees/charges for the period and it

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 shall then continue in full force and effect until it is terminated in accordance with the terms
of this Agreement. Either party may terminate this Agreement by giving 15 days prior written
intimation.
2. ITM-ETPL may terminate this Agreement at any time by giving 15 days prior written notice
to the CHANNEL PARTNER without assigning any reason for the same. The termination of
this Agreement shall not affect the rights and obligations of the Parties accrued prior to such
termination. The CHANNEL PARTNER shall hand over all the data to ITM-ETPL once the
notice period is served.

3. Notwithstanding the above, ITM-ETPL shall have the right to terminate this Agreement
forthwith if:

a. If there is a change of control or ownership of CHANNEL PARTNER.

b. CHANNEL PARTNER makes an assignment for the benefit of creditors, or experiences
insolvency or bankruptcy or any proceeding under the law pertaining to the relief of
debtors or if CHANNEL PARTNER should go into liquidation for any reason.
c. CHANNEL PARTNER, in providing the services, indulges or adopts methods
in violation of any law /rule / regulation.
d. CHANNEL PARTNER indulges in wrongful use of intellectual Property Rights of ITM-
ETPL.
e. CHANNEL PARTNER assigns this Agreement to any person in violation of the
Agreement.
f. CHANNEL PARTNER’s performance has been found unsatisfactory or negligent based
on the terms given above in this agreement.
g. If this Agreement is terminated then CHANNEL PARTNER shall forthwith deliver to
ITM-ETPL, all Confidential Information, documents, deal details and writings related to
this Agreement as also copies thereof which may be in CHANNEL PARTNER's power
or possession without claiming any lien or any other rights of whatsoever nature in
respect of such documents or copies thereof, after full payment of dues to CHANNEL
PARTNER.

9. FORCE MAJEURE:

Neither Party shall be in default or otherwise liable for any delay in, or failure of, its
performance under this MOU where such delay or failure arises by reason of any act of God,
or any government or any governmental body, war, insurrection, the elements, strikes or labor
disputes, or other similar or dissimilar cause beyond the control of such Party. The Parties
may terminate, at its option, the whole or any part of this Agreement if such a situation
continues for thirty (30) days.

10. NOTICE:

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 All notices, requests, demands and other communications to be given under this MOU will be
in writing and shall be deemed to have been duly given when delivered either by hand, by
overnight mail / courier, by fax, or by email to the address or numbers provided hereunder or
such address and numbers as one Party may inform the other in writing.

11. RELATIONSHIP:

The relationship of ITM-ETPL and the CHANNEL PARTNER is for the said
purpose/service, and nothing contained in this Agreement shall be construed to;

a. give either party the power to direct and control the day-to-day activities of the other,
b. constitute the parties as partners, joint ventures, co-owners or otherwise as participants
in a joint or common undertaking, or
c. allow either Party to create or assume any obligation on behalf of the other party for
any purpose whatsoever.

12. GOVERNING LAW AND JURISDICTION

This MOU shall be governed by and construed in accordance with the laws of India and shall
be subject to the exclusive jurisdiction of the courts in Mumbai.

IN WITNESS, WHEREOF THE PARTIES HERETO HAVE SET THEIR RESPECTIVE

HANDS ON THE DATE AND YEAR FIRST HEREINBEFORE MENTIONED

SIGNED AND DELIVERED )

by the within named party )

ITM Edutech Training Pvt. Ltd )

through its Authorized Signatory, )

Mr. Anupam Sinha )

in the presence of: )

SIGNED AND DELIVERED )

by the within named channel / admission partner)

in the presence of )

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 Annexure A
BUSINESS ASSOCIATE SETUP AND PHOTOGRAPHS

A. Execution Date: 5th of September 2023

B. Name of the Service Provider: Gaurav Chaturvedi

C. PAN NO./CIN NO. AKBPC8852H

D. GST Number- NA

E. Entity Details:

i. Proprietorship Firm

ii. Company

iii. Individual

F. Proprietor/Director name:

G. Address of the Business Associate- A4 404 ECO

VILLAGE 1 GREATER NOIDA WEST - 201306

H. Details and Nature of Service Provider’s Business- CHANNEL

PARTNER

I. Term of this Agreement: 2 YEARS

J. Effective Date: 5th September 2023

K. End Date: 4th September 2025

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 Annexure B

DETAILS OF SERVICES RENDERED BY SOURCING PARTNER

1. Partners can promote and sell the programs based on the specific information about the
program features and conditions or in the program collaterals and marketing materials, or as
specified by ITM-ETPL from time to time. Partners may, at its own cost, conduct
promotional events and activities related to the selling of the program, with prior permission
of ITM-ETPL.
2. Partners shall not produce or distribute any marketing collateral of any kind, including but not
limited to flyers, brochures, posters, signage, forms and documents without the prior written
permission of ITM-ETPL. In addition, ITM-ETPL shall approve all collaterals in respect of
design, logo, trademark, contents and method of distribution, prior to their production and
distribution.
3. Partners shall not advertise the programs or its agreement with ITM-ETPL, in any medium of
advertising, without prior written permission of the advertisement and approval of the design
and contents of said advertising, from ITM-ETPL.
4. Partners shall only use the full name of the programs, or as intimated by ITM-ETPL from
time to time.
5. Partners shall not use the names, logos, trademarks and copyrights of ITM-ETPL, its partners
and clients for any purpose whatsoever, without prior written permission and prior approval
of the nature of use of the same, from ITM-ETPL.
6. Partners may include only “ITM-ETPL” or its group institutions in the list of “OUR
CLIENT” or “SERVICES OFFERED TO” sections only and shall not use ITM-ETPL’s or its
client’s name, logo or intellectual property rights in any other fashion, for any purpose
whatsoever, without prior written permission from ITM-ETPL.
7. Partners shall not charge any money, or derive any commercial value from students,
candidates or other prospects for the purpose of recruiting them into the programs.
8. Partners shall adhere to the rules and guidelines with respect to the process of identification,
qualification, testing, interviewing and selection of candidates for the program, as specified
herein, and as may be specified by ITM-ETPL from time to time. 9.
9. Candidates must meet the minimum eligibility criteria, as specified. Test (if any),
interviewing and selection of candidates shall be conducted by duly authorized
representatives of ITM-ETPL and/or its clients and partners, at specified venues and times.
Candidate document verification and collection shall be done by duly authorized
representatives of ITM-ETPL and/or its clients only.

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 10. Annexure C

SERVICE FEES

The Service Fees stated below our subject to revision by ITM-ETPL with prior intimation

Amount per
Training Fees (For Candidate (For
Partner Name Course Duration
Candidate) Channel partner)
excluding GST Rs.
Kotak bank 17700 15 Days Rs. 2,500/-
Piramal Finance 4130 21 Days Online Rs. 2,000/-
ICICI Bank RM program

1 to 5 Candidates Rs.6,500/-
47,200 21 Days online
6 to 10 Candidates Rs.8,000/-

11 and above Rs.10,000/-

Please note - The duration to calculate numbers in the ICICI bank RM program rate-
slabs will be calendar month. The rates will be calculated fresh every month.

Example to explain the slabs –

If a vendor does 8 candidates in a month:

 First 5 Candidates will be charge Rs. 6500 per Candidate

 Remaining 3 candidates will charge Rs. 8000 per candidate.
 Total billing will be – (6500x5)+(3x8000)= Rs. 56,500/-

The above-mentioned example is only for the purpose of understanding the rate slabs
for ICICI Bank RM program.

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