Agreement between Gokulam Football FoundationFICCI Kerala,

Q Factory and IQA Asia

This Agreement is entered into as of the ____ day of ________ 2024, Gokulam Football
Foundation, who owns IQA Kerala under a separate agreement with IQA Asia (Hereinafter
referred to as the Party Afor the sake of brevity) with its registered office at , 'No.66, Arcot
Road, Kodambakkam, Chennai - 600 024,represented by V.C.Praveen,FICCI Kerala
(Hereinafter referred to as the Party B) with its registered office at Alpha Plaza, KP Vallon
Rd, Kadavanthra Junction, Giri Nagar, Kadavanthra, Ernakulam, Kerala 682020,
represented by _______________ ,Q Factory (hereinafter referred to as the Party C) with its
registered office at II Floor, SAAS Tower, Meenchanda, Calicut : 673 018, represented by
________ and IQA Asia (Hereinafter referred to as the Party D)with its registered officeat #
198,2nd Floor, CMH Road ,Indiranagar stage2, Bangalore 560 038,represented by
______________ .

Stake Holders:‘Party C’, hereby proposes to‘Party A&B to own, operate, coordinate, and
execute the Kerala Business Quiz League herein as Annexure A1, subject to the terms and
conditions of this Agreement. Party A will own and operate the project in association with
Party B as the organizing partner and Party C as the organization to handle the research,
presentation and coordination of the project and also proposes Party D as the certifying
authority.

1. Terms and Conditions (Annexure A1):Roles & responsibilities, duration of the

engagement, and other terms will be as outlined in previous Email discussions between
Party A, B and C; these discussions may be supplemented with new requirements for
activities planned by Party A; they are all hereby incorporated. Annexure A1 is given at the
end.

2. Written Reports:Project plans, progress updates, and a final report may all be prepared
by Party A on completion of the project for documentation.
3. Confidentiality and Non-disclosure:Party B& C acknowledges that during the
engagement ,it will have access to and become acquainted with various processes,
information, records and specifications owned or licensed by Party A and/or used by the
Party A in connection with the operations including, without limitation, the Party A’s product
processes, methods, benefactor’s lists, accounts and procedures. The Party B& C agrees
that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any
manner, either during the term of this agreement or at any time thereafter, except as
required in the course of this engagement with the Party A.Parties A, B, C and D further
agrees that shall at all times preserve the confidential nature of itsterms and conditions.

4. Conflicts of Interest& Copyrights:Party A represents that it is free to enter into this

Agreement and that this engagement does not violate the terms of any agreement between
the Party A and any third party.The rights for the Quiz sets asked in the project will be
shared between parties A & C under the condition that Party A will pay Party C the charges
for setting up a team that handles the research and content development, presentation of
the Quizzes, design and conceptualization of various rounds and formats, declaration of
the results, tabulation of points and leader boards, coordination of teams and also support
in the promotion of the league.

5. Duration : The validity of this agreement is 8 months from the date of signing of this
agreement by all the parties.

6. Continuation :Party A has got the right to modify the terms during the upcoming editions
of the Quiz league. If Party B, wish not to continue as the organizing partner for the
subsequent years, they should confirm that through an Email at least 30 days before the
termination of this agreement.Party A should not consider other parties unless otherwise
Party B fails to give the confirmation on continuing as the organizing partner.

7. Termination:If any of the parties fail or refuses to comply with or materially breaches
provisions of this agreement, or any of the parties brings in any person whose reputation
or good will is compromised or is having a bad reputation in the society or has been
involved in any criminal offense by any means,before the date of signing of this agreement
to represent them the other parties at any time may terminate this agreement with a prior
Email notice to other three parties, without any refund.
8. Choice of Law: Prevailing laws of India and the state of Kerala shall govern the validity
of this Agreement, the construction of its terms and the interpretation of the rights and
duties of the parties hereto.

Annexure A1 -Rights, Responsibilities Terms and Conditions

1. Party A will own and operate the Kerala Business Quiz League in order to determine and
declare the champions during the year 2024 by operating three viz leagues viz Malabar
Quiz League, Kochi Quiz League and Travancore Quiz league in the respective
regions.Party A will bear all the expenses to run the project and also holds the right to
collect the registration fee from the participating companies, which shall be Rupees ten
thousand only PER team during the first season, which can be modified during the
subsequent seasons as per the decision of Party A. Party A will also holds the sole right to
bring sponsors under various categories and collect the sponsorship fee from the title
sponsors, sub sponsors, associate sponsors etc and also from various other organizations
and firms who will be offered branding or promotional spaces in this project as planned by
Party A.

2. Party B will be projected as the cordinating partners of the event in all promotional materials
and correspondence. This has to be in the format of Gokulam Group and/or IQA Kerala ‘in
association with FICCI’ presents XXX Busines Quiz League powered by YYY whereas
XXX and YYY are sponsors“ the charges for organizing, Party A has to pay Party B a
management fee of Rupees XXXXX for the smooth conduct of the three leagues with the
support of Party B. GST of 18 % shall be applicable on this amount once finalized by Party
A.These charges are subject to modification in the subsequent years.Party B, through its
subsidiaries and affiliates will manage the registration of companies and firms as the
participants of this project.The mode of payment, split up if any, dates and account details
shall be decided and communicated by Party A through its associates or through E mail.

3. Apart from the management fee, Party B is entitled to get 10 % of the sponsorship fee
collected by Party A from the companies who are brought in by Party B to sponsor the
 event. This has to be communicated by Party B in advance to Party A explicitly over Email
so as to avoid any conflict in case the sponsor in known to both Party A and B.
4.

5. Party A will also pay Party C the fee for the research, content development, arrangement
of Quiz masters and assistants, venue coordinators, project coordinators, and overall
execution of the project. The fee and the split up of payments and instalments will e decided
through a separate agreement between party A & C.

6. Party D’s role is to endorse & certify the event, issue e certificates to all the participants
and knowledge partner status to the sponsors and major associates as per the request of
Party A.For this Party D can charge the endorsement and certification fee from Party A
collecting the usual endorsement and certification charges of Party A across Asia.

7. Party B will be using its contacts and networks to register at least 100 companies and firms
in each region. They will also support the event by inviting guests for the inaugural function
or prize distribution function accordingly. Party C will provide all the questions and groom
the guests in case they are appearing as the guest quiz masters and conduct one or two
rounds of the respective Quizzes.

8. Party A will also appoint consultants of marketing agencies to market the event, find
sponsors or promote the event as per the terms and conditions that they are comfortable
with and also are free to bring in any company or brand by creating various sponsorship
spaces online, on stage, venue and on air.

9. Neither Party B or C or D will have any claims on the sponsorship spaces or advertisements
in those spaces and properties created by Party A during the course of the project.
10. Party C has to prepare the rules and guidelines, conditions for disqualifying a team,
eligibility clauses etc and submit it to party A and B following a work order received from
Party A.

11. The dates of the event, venues and venue arrangements and all the expenses shall be
managed by Party A with a mutual consensus from Party B and C.Party A will also holds
the right to bring in any special guests or sponsors to watch the event or conduct special
rounds or for distributing the prizes.

12. Party A will also form a team to take care of the promotion of the event, decide the media
partners both online, offline and on air throughout the project.

This engagement will begin upon execution of this agreement and last until _________ in full
force and effect. The Agreement may only be extended going forward with all the parties'
consent, barring an earlier termination under the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to
sign this Agreement on the date first above written.

For GokulamFootball Foundation For FICCI, Kerala

For IQA Asia For Q Factory

Witness 1 (Name and Address)

Witness 2 (Name and Address)