MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MoU”) is executed at [*] on [*] between the parties
mentioned as below:

BY AND BETWEEN

1. Indian Institute of Technology, Mumbai (“IIT Mumbai”) Alumni

Council, residing at [*] hereinafter referred to as “The Council”, which
expression shall unless it is repugnant to the subject or context thereof,
include their legal heirs, successors, nominees and permitted assignees, of
the First Part;

AND

2. UPA Knowledge Academy, a registered entity u/s 8 of The Companies

Act, 2013; having CIN - U80904MH2013NPL239411 with its registered
address at B-502, Nirav, Asha Nagar, Opp. Shradha Complex, Kandivali
(E) – 400101. Hereinafter referred to as “The Institute”, which
expression shall unless it is repugnant to the subject or context thereof,
include their legal heirs, successors, nominees and permitted assignees, of
the Second Part;

WHEREAS The first party to this Memorandum, is an associated entity of the Indian Institute of
Technology, Mumbai, helping the students of the same with facilitative services, such as,
connecting with potential recruiters for placements; providing career guidance to students; and
providing assistance post college.

WHEREAS The second party is a Section 8 company under The Companies Act, 2013 and is
involved in the business of promoting, aiding, fostering, and engaging in the promotion of
 education and learning in various fields like commerce, science, medical, technical, spreading
knowledge, and education.

WHEREAS Both the parties hereby agree to bind themselves with this agreement, in accordance
with the Terms and Conditions contained herein in this Memorandum of Understanding.

1. DEFINITIONS AND INTERPRETATIONS

1.1. “Alumni Council/The Council” shall mean the Alumni Council of the Indian
Institute of Technology, Mumbai.
1.2. “Cause” shall mean an event where The Council is found to commit:
a) Any breach of fiduciary duty involving personal profit.
b) Intentional failure to perform stated duties.
c) Willful violation of any law, rule, or regulation
d) Gross misconduct in carrying out their obligations under this MoU.
e) Breach of any clause contained herein.
1.3. “Confidential Information” shall mean any information not generally known to the
public and proprietary to The Institute and includes, without limitation, trade secrets,
inventions, and information pertaining to research, development, purchasing,
marketing, selling, accounting, licensing, business systems, business techniques,
customer lists, prospective customer lists, price lists, business strategies and plans,
pending patentable materials and/or designs, design documentation, documentation of
meetings, tests and/or test standards, or manuals whether in document, electronic,
computer or other form. For example, Confidential Information may be contained in
The Institute’s customer lists, prospective customer lists, the particular needs and
requirements of customers, the particular needs and requirements of prospective
customers, and the identity of customers or prospective customers.
1.4. “MoU” shall mean this Memorandum of Understanding and any further amendments
made to the same.
1.5. “Parties” shall mean the persons in the First and Second Part of the name clause
1.6. “The Institute” shall mean the UPA Knowledge Academy.
2. TERM AND VALIDITY
2.1. The term of this MoU shall be [*] , and the MoU shall be valid for the said term,
subject to any amendments or extension agreed upon by mutual understanding.
3. TERMINATION
3.1. The termination of this MoU shall be at the option of The Institute with a notice,
served to the Alumni Council, of not less than [*] 30 (Thirty) days, at this instance the
obligations of The Institute shall stand terminated, subject to any mutual agreement
between the Parties.
3.2. This MoU shall stand terminated with Cause at the option of The Institute with a
notice, served to the Alumni Council, of not less than[*] 15 (Fifteen) days. At this
instance the obligations of The Institute shall stand terminated, subject to any mutual
agreement between the Parties.
4. NON-DISCLOSURE
4.1. Any and all Confidential Information and disclosures, made in furtherance of this
MoU, or incidental thereof, shall be protected at all costs, and shall only be shared or
communicated in the ordinary course of business, on a need to know basis.
4.2. The breach of this clause shall entitle The Institute to compensatory damages from the
Alumni Council, amounting to 50,000 INR.
5. FORCE MAJEURE
5.1. The Institute shall not be liable for any failure or delay in performing its obligations
under this agreement to the extent that such failure or delay is caused by events
beyond its reasonable control, including but not limited to acts of God, natural
disasters, war, terrorism, strikes, labor disputes, government actions, pandemics, or
any other similar unforeseeable circumstances. If a force majeure event occurs, The
Institute shall promptly notify the counterparty in writing, detailing the nature of the
event and the expected impact on its ability to perform its obligations. During the
occurrence of such an event, The Institute shall be excused from performance of its
obligations under this agreement for the duration of the force majeure event and for a
reasonable time thereafter. The Institute agrees to work diligently to mitigate the
effects of the force majeure event and to resume the performance of its obligations as
soon as reasonably practicable after the event ceases.
6. SCOPE OF SERVICES AND ARRANGEMENTS
6.1. The Institute agrees to:
6.1.1. Provide educational services to students recommended or mobilized by the
Alumni Council for specified programs or courses.
6.1.2. Admit the students referred by the Alumni Council based on the Institute's
admission criteria and availability of vacancies.
6.1.3. Deliver quality education and academic support to the referred students in
accordance with the Institute's established curriculum and standards.
6.1.4. Provide necessary academic facilities, including classrooms, laboratories, and
library access, to the referred students.
6.2. The Alumni Council agrees to:
6.2.1. Facilitate the recommendation and mobilization of students to enroll in
specific programs or courses offered by The Institute.
6.2.2. Assume financial responsibility for the payment of tuition fees and hostel
fees for the students referred by the Alumni Council and admitted to The
Institute.
6.2.3. Collaborate with The Institute in identifying eligible students who meet the
required criteria for enrollment.
6.2.4. Ensure timely payment of fees as per the agreed-upon schedule and terms
specified in this MoU.
7. MISCELLANEOUS
7.1. Entire Agreement – This MoU, together with the exhibits and schedules thereto,
contain the entire understanding of the parties with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been
merged into such MoU, exhibits and schedules.
7.2. Severability – In case any provision in this MoU shall become invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby and such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability.
 7.3. Governing Law – The Indian Contracts Act, 1872 shall be the governing law of this
MoU, and the governing jurisdiction of the metropolitan courts of Sirohi distt. shall
be the relevant jurisdiction for this MoU.

SCHEDULE – 1

The following shall be the services provided by The Institute to the students admitted under this
Memorandum of Understanding:

[*]
 SCHEDULE – 2

The following shall be the scope of fees to be provided by The Council to The Institute for the
students admitted under this Memorandum of Understanding:

[*]