OPERATION AND MANAGEMENT AGREEMENT

This Agreement is made at New Delhi on this……………day of 2024 between Naveen

Qubool Singh Educational and Social Welfare Society Regd. Office – Flat No. -4, Pkt – 1,
Sector – 23, Dwarka, New Delhi. Regd. No. – S – 56750/2006, Registered under the Societies
Registration Act XXI of 1860 through its Authorised Signature The President of Society
Naveen Shokeen S/o Late Sri Naresh Kumar (hereinafter referred to as "SOCIETY" which
expression shall unless repugnant to the context or meaning thereof shall mean and include its
successors and permitted assigns) of the One Part;
AND
M/s GOF Education Foundation is a company incorporated under the Section 8 of Indian
Companies Act 2013 bearing CIN U8090dl2020NPL359752 Dt. 03/01/2020 and having its
registered office at Building No. 136, Yadav Bhawan Wali Gali, Bagdolla, Sector-8, Dwarka,
New Delhi 110077. The company acting through its Director Mr. Uday Pratap Singh duly
authorized by its Board resolution dated 1/12/2021.(hereinafter referred to as "GOF" which
expression shall unless repugnant to the context or meaning thereof shall mean and include its
successors and permitted assigns) of the Second Part.

Hereinafter, SOCIETY and GOF shall singularly be referred to as Party and collectively as
Parties.

DEFINITIONS:
In this Agreement, unless repugnant to the meaning or context thereof, wherever the
following terms/expressions, occur, they shall be given the meaning assigned to them below:

"said school” School shall mean SHOKEEN INTERNATIONAL SCHOOL

CHHAWLA – DWARKA ROAD, DWARKA PH – 2, NEW
DELHI – 110071, School ID – 1821258, CBSE Affiliated No.-
2730912.

"Revenue" shall mean registration charges, admission charges, annual charges,

tuition fees and development charges to be collected from students
for attending the school in the School Premises, but shall exclude
transportation charges, refundable security/caution fee, dress and
uniform charges, and book & stationary set amount.

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 RECITALS

WHEREAS the SOCIETY is a registered Society, which was incorporated with the aim and
objectives to establish educational institutions & Schools to perform educational works for
the betterment of Society.

WHEREAS, Naveen Qubool Singh Educational and Social Welfare Society has the aim and
objectives to establish educational institutions & Schools and to perform educational works
and in order to achieve its objectives, SOCIETY is willing to engage a Professional
Organization to run above defined School i.e. SHOKEEN INTERNATIONAL SCHOOL
CHHAWLA – DWARKA ROAD, DWARKA PH – 2, NEW DELHI – 110071, School ID –
1821258, CBSE Affiliated No.-2730912.
AND WHEREAS the GOF EDUCATION FOUNDATION is engaged in the business of
establishing and running Schools with branding of UDAYAN Group of Schools and is willing
to manage and run the School on Mutually agreed terms and conditions

AND WHEREAS, after due deliberations and discussions, the SOCIETY and the GOF
consider it expedient, prudent and necessary to reduce in writing, the terms and conditions of
the contractual arrangement between the SOCIETY and the GOF.

NOW, THEREFORE, THE FOLLOWING TERMS AND CONDITIONS ARE

MUTUALLY AGREED UPON BY THE PARTIES:

1. Appointment
Subject to the terms and conditions set forth herein, the Parties agree that GOF shall
serve as the sole and exclusive administrator& operator of the said School, where the
GOF shall run the operations and management of the said School which shall always
remain in the legal possession of the SOCIETY and GOF at any time during
continuation of this agreement shall not claim any rights of possession or otherwise
under any law.

2. Term of Agreement, Renewals & Lock-in Period:

The initial term of this Agreement shall commence as of the Effective Date i.e.
01/04/2024 at the start of session 2024-25, and shall remain in full force and shall be
binding on the parties for the period of Fifteen (15) Years (the "Initial Term") unless
otherwise terminated as provided herein. This Agreement may be mutually renewed
by both the parties for another term of Fifteen (15) years ("Renewal Term") unless
either party provides written notice of non-renewal to the other party at least One Year
prior to the expiration of the Initial Term.
The terms and conditions of this Agreement shall apply to Renewal Term as well.

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 The Initial Term and the Renewal Terms, if any, are collectively referred to herein as
the "Term." Furthermore, it is duly agreed that after the two terms of the agreement
i.e. initial term and renewal term, it shall be the sole discretion of the SOCIETY to
renew the agreement and GOF shall have no right whatsoever to renew the agreement.

The Lock-in-period for this Agreement shall be the initial Ten (10) years from the
Agreement Commencement Date during which Society and GOF both shall not be
entitled to terminate this Agreement. In case of extra ordinatory situation (force
majeure) termination of this Agreement can be done within the lock in period, on
mutually agreed terms and conditions.

3. Scope of the Agreement

a. That the GOF shall administer / operate and manage the said School on the said
premises (Four acres land) and perform its obligations and duties in the best
interest of the Student.

b. That during the period of this agreement if the promoters of the Society want to
sell the land and subsequently Society also wants to sell the School, in that case
the new purchaser of land as well as of school shall abide by the terms of this
agreement.

c. GOF will open a new account of school with assistance from society to collect all
kinds of revenue from students / parents to manage the affairs of school and
maintained the quality of education.

d. The revenue collected from students will shared in the following ratio.

S. No Year Section GOF

1 2025 – 26 15 85
2 2026 – 27 17 83
3 2027 – 28 20 80
4 2028 – 29 20 80
5 2029 – 30 20 80
6 2030 – 31 20 80
7 2031 – 32 20 80
8 2032 – 33 20 80
9 2033 – 34 20 80
10 2034 – 35 20 80
11 2035 – 36 20 80
12 2036 – 37 20 80
13 2037 – 38 20 80
14 2038 – 39 20 80

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 15 2039 – 40 20 80

e. Society will provide the suitable infrastructure for Class rooms, Labs, teaching &
Nonteaching staff room Principal chamber, Sports Infrastructure.
f. Society will strive hand to upgrade school from secondary to senior secondary
school from the session – 2025- 26.

4. Obligations of SOCIETY
a. To provide ready building with the classrooms / library / labs / sports facility /
rooms for office staff, principal and other staffs along with all agreed property like
school buses, equipments, facilities and fixtures as per the details mentioned in
Annexure I.
b. To obtain all the statutory clearances including Fire NOC's and all the required
approvals related to the building norms. Society shall obtain all the manufacturers
AMC's for all the equipments such as Cameras, Lifts, Generator, air conditioners,
Water Purifier, Fire Extinguisher, EPABX etc. and all the revenue expenditure
incurred therein along with any capital expenditure for addition and change of
equipments, fixtures etc.
c. To further extend and construct the said premises if FAR is extended by the
Authorities. It is hereby agreed that the SOCIETY shall bear the capital
expenditure for the building extension and construction if FAR is extended.
d. It is the liability of the SOCIETY to get insured its entire School building.

5. Obligations of the GOF

The GOF shall fulfill at all times the operational and management related obligations
that have been mentioned below:

a) Administration / Operation and Management - GOF shall administer, operate and

manage the said school using the system and procedure developed by it for the
operation of Schools which focus on rapid learning aptitude from the very
beginning and provide a holistic education which promotes emotional, spiritual,
physical and intellectual growth of every child. The education system developed
has already been deployed in several other schools and has demonstrated
successful results in developing students capable of being future leaders which is
the requirement for the future workforce. The system has been developed by Ex-
IITians, Ex-IAS officers and eminent academicians and is being governed under
the capable leadership of the same.
As a part of the system, GOF provides Integrated learning i.e. schooling with
coaching in a Technology enabled environment State of Art infrastructure
imparting Holistic Development to the students. GOF provides certain products
and services for activity based and computer-based training related to the efficient
and successful operations of Schools and the maintenance of high standards of

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 quality (hereinafter referred as "Education System"/ “System”). GOF and its
promoters have expended considerable efforts and time in advertising, promoting
the services, all of which have become well and favorable to public and GOF has
acquired a valuable goodwill therein. The “System” imparts value based quality
education and includes education auxiliary services, proprietary and distinctive
education methods, models, operating methods, and parent teacher relationship, all
of which may be modified from time to time by GOF

b) GOF shall be authorized to hire the services of any agency to run the Student
Hostel, Marketing and digital marketing solely to promote the school and to get
the admissions.

c) Talent Acquisition–GOF shall be responsible for identifying, recruiting, and

interviewing individuals suitable for employment with the School and for hiring
all staff and personnel necessary for the proper operation and administration of the
School.

d) Human Resources Administration - GOF shall be responsible for conducting

background checks on newly hired School employees, processing and maintaining
all personnel records for School employees, and implementing and enforcing
workplace rules, policies and procedures (including disciplinary and termination
procedures).

e) Facility Management and Maintenance - GOF shall be responsible for ensuring

that electricity, water, telephone and miscellaneous charges pertaining to such
facilities installed at the said premises is always paid on a timely basis and the
School facility is well maintained & cleaned and in good working order.

f) Licenses & Approvals – The GOF have to comply all the mandatory guidelines
and regulations which may be provided by the concerned Govt. Authorities and
Court of law on time to time basis.

g) Payroll and Benefits -GOF shall be responsible for the administration of payroll
and benefits for all School employees, including remittances of all necessary
withholdings and required filings.

h) GOF shall maintain all statutory records, viz., Attendance Register, payment of
wages/ salary register etc. in respect of its employees. GOF shall be fully
responsible for the employment or payment of wages to its employees and shall
fully comply with all laws, rules, regulations, notifications, directions, orders, etc.
of the Government whether Central, State, Local or Municipal relating to such
employment, payment of wages to such employees. GOF shall be the competent

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 Authority, including Disciplinary Authority in respect of employees appointed by
GOF. For all purposes, the GOF alone shall be the employer of its employees and
SOCIETY shall have no relation or responsibility either directly or indirectly in
respect of employees of GOF.

6. Records of Accounts and Statutory Records

a) Parties agree that, during the term of the agreement, both shall maintain full,
complete and accurate books, records in accordance with generally accepted
accounting practices and form. It is also agreed that both the Parties shall fully co-
operate with each other in compliance of the matters arising out of or relating to
Income tax Authorities and other Government Departments. It is also well
understood that transparency in every aspect shall be adhered to by both the
Parties to run the school in a professional manner.

b) GOF shall, at all times but subject to prior written notice of 15 days, allow the
representatives of SOCIETY to reports and other relevant pertinent records.

7. Tax, Rates And Duties

Both the parties under this agreement shall be responsible for the tax liability if any
with respect to their respective revenue share. To comply tax deduction and its deposit
thereof in respect of the said School and statutory outgoing shall be the sole liability of
the GOF.

8. Additions / Renovations / Alterations in the infrastructure will be done by society

with mutual understanding on paper the cost of above items will be borned by
society GOF shall keep the Premises in proper condition and shall not or damage
the same or remove any fixtures and fittings installed therein by the SOCIETY.

9. Termination
a) This agreement shall become effective on the date of execution hereof and shall
continue to be valid and in force till completion of the term of this agreement.

b) During the lock-in period, this Agreement may be terminated with the mutual
consent/terms of both parties by giving six (6) months / end of Academic year
whichever is later prior notice in writing to SOCIETY/GOF. The said termination
shall, however, be effective only at the close of the academic session then
underway.

c) After the expiry of lock-in period, this agreement can be terminated by either
party by serving six (6) months’ notice in writing on the other party provided that
such termination shall be effective only at the close of the academic session then
underway.

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 10. Effects of Termination

a) Expiration or termination of this Agreement howsoever occasioned shall be

without prejudice to the rights and obligations of either Party against the Party in
default incurred prior to the date of expiration or termination and accounts
between the Parties shall be promptly settled.

b) All debts shall become due and payable.

c) GOF shall immediately remove all its equipments and fixtures, if any, so
installed/purchased/affixed by GOF from the said premises within six months of
termination of the Agreement.

d) Land building, furniture, fixtures, equipment, lab, library, computer, projector and
AC’s all type of resources provided by SOCIETY will remain with SOCIETY.

e) Both Parties shall execute any and all documents required to show the severance
of relationship between the Parties including but not limited to releases,
disclaimers, assignments and the like.

11. Continuing Obligations

The termination of this Agreement for any reason shall not release either Party hereto
from any obligation, which at the date of termination has already accrued to the other
party or which under the terms hereof or by its nature is a continuing obligation.

12. Relationship between the Parties

Both the Parties are independent entities and any clause of the Agreement should not
be construed to mean or establish any relation between the employees of GOF and
SOCIETY. It is reiterated that the appointment, supervision, control, payment of
wages, adherence to all the statutory provisions applicable to the employees of GOF
shall be the sole responsibility of GOF and GOF shall be fully responsible and
accountable for all acts of employees of GOF.

13. Indemnification
GOF shall indemnify SOCIETY and keep SOCIETY indemnified against any claims
civil or criminal in nature arising out of misfeasance or negligence on the part of the
GOF , its servants or agents or employees or persons with whom it has contracted or
dealt with in any way in connection with its performance here under or any breach of
any term or condition mentioned in this agreement including but not limited to any

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 failure to comply with the direction of SOCIETY or to follow any instruction from
SOCIETY with respect to matters relating to products being serviced.

14. Entire Agreement

i. This agreement and annexure constitute the entire agreement between SOCIETY
and GOF shall supersede all previous agreement and undertaking between
parties with respect to the subject matter hereof.

ii. No variation or addition to the terms and condition contained in this agreement
shall be binding unless agreed in writing between the authorize representatives
of the parties.

15. Arbitration and Jurisdiction

a. In case of any dispute or difference of any nature whatsoever, any claim, cross-
claim, counter-claim or set off or regarding any right, liability, omission or
account of any of the parties hereto arising out of or in relation to this agreement
or any matter incidental thereto shall be settled amicably by the Parties. In case the
Parties fail to settle the dispute/difference within 30 days from the date of notice
given for settlement the same shall be referred to the sole arbitration of an
arbitrator to be mutually nominated by both the parties.
b. The award of the Arbitrator shall be final conclusive and binding on all the parties
to the agreement.
c. The venue of the arbitration shall be at New Delhi, India
d. In case of disputes, Courts in New Delhi shall have exclusive jurisdiction to try the
same to the exclusion of all other courts.

IN WITNESS WHEREOF the Parties hereto have executed these presents on the day and
year herein above written

WITNESS:

1.

FOR M/S NAVEEN QUBOOL SINGH EDUCATIONAL

AND SOCIAL WELFARE SOCIETY

(PRESIDENT)
2.

FOR GOF EDUCATION FOUNDATION

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 (DIRECTOR)