AGREEMENT
THIS AGREEMENT made and entered into at Jalandhar (Punjab) on 20th AUGUST 2022.	
BETWEEN
IBT Institute Private Limited, a company within the meaning of the companies Act, 1956 (1 of 1956) and having its Registered Office at Punjab Air, Tower, SCO-117, 118, Puda Pocket-2, Opp Bus Stand, Jalandhar (Punjab) -144001 hereinafter to as “the Franchisor” and/or “IBT”, (which expression shall, unless repugnant to the context or meaning thereof, including its successor and/or assigns) of the ONE PART 
And
“L.P.S ACADEMY” A Partnership firm having two partners named SHASHI BHUSHAN SINGH S/O Mr. RAJ NARAYAN SINGH & LAXMI TIWARI D/O Mr. RAMA RAM TIWARI  having registered office of the firm at “132, VIVEK VIHAR, JAGATPURA, RAJASTHAN PIN CODE-: 302017.” hereinafter referred to as “the Franchisee”, (which expression shall, unless repugnant to the context or meaning thereof, be deemed to include the present partners and their heirs, legal representatives, executors, administrators, successors and/or assigns) of the OTHER PART.
Original

WHEREAS:
1)	The Franchisor is engaged, amongst other activities, in the business of providing Coaching or education for Competitive Exams. The Franchisor has acquired distinct and unique reputation as to the quality of the training in Competitive exams, especially Bank, SSC and other entrance exams Imparted by the Franchisor at the centers’ owned by it (which centers are hereinafter collectively referred to as the “ Franchisor’s centre”).
2)	The Franchisor is in possession of technical know-how and expertise and knowledge of Competitive Exams.
3)	The Franchisor has also developed the Training Resources material required in providing education or Coaching for Competitive Exams and for conduct of Competitive Exams Coaching Centre.
4)	The Franchisee being desirous of establishing a centre for providing Coaching for Competitive Exams in the courses conducted by the Franchisor, and in order to enable the Franchisee to train and educate persons intending to appear in the Competitive exams, the Franchisee has requested the Franchisor to grant a Franchise to the Franchisee in respect to his/her/their training centre and the franchisor has accorded his/her/their willingness to grant franchisee in the territory hereinafter mentioned, to the training centre of the Franchisee (hereinafter referred to as the” Franchisee’s Centre”) for providing education or training to the persons in the Franchisor’s training Programme to enable persons to appear in the various Competitive examinations.
5)	The Franchisee has also requested the Franchisor to grant license to the Franchisee for the use of the technical know-how, expertise and knowledge above referred to, required in the coaching for competitive exams at its training centre and Franchisor has expressed its willingness to grant a license to the Franchisee at a fee hereinafter mentioned for use thereof in the territory hereinafter mentioned, for providing training at the training centre of the Franchisee to the persons in the Franchisor’s training programme to enable the persons to appear in the various competitive exams.
6)	The Franchisee has also requested the Franchisor to provide the Training Resources material above referred to, required in training and for conduct of the training centre of the Franchisee and the Franchisor has expressed its willingness to supply the same at a fee as hereinafter mentioned.
7)	The parties now, being desirous of reducing their arrangements in writing, have entered into this agreement in the manner hereinafter appearing.
8)	The franchisee license is allotted for the JAIPUR (RAJASTHAN) location.

NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS AND PROMISES MADE HEREINAFTER THE PARTIES HERETO AGREE AS FOLLOWS:-
SECTION 1 DEFINITION:
	The following expressions shall, unless the context or meaning thereof otherwise require, have the meaning assigned to them respectively as mentioned hereunder.

SECTION 1.1
	“CENTRE” means, the Franchisor’s Centre, the Franchisee’s centre or any, as the Context may require, other Training Centre in any Place where training for competitive exams is imparted by the Franchisor or any Franchisee of the Franchisor.

SECTION 1.2
	‘GENERAL COURSE’ means, one of the training program’s described in Part 1 of schedule 1 hereto for Competitive 	exams coaching.

SECTION 1.3

	“COURSE FEE” means, the gross amount of fee received by the franchisee from a student.

SECTION 1.4
	“FACULTY MEMBER” means, a teacher or an instructor appointed at any Centre for imparting education or training on any subject in a course.

SECTION 1.5
	“LOCATION” means, the place mentioned in schedule 3 hereto at which the Franchisee’s Centre will be located.

SECTION 1.6
	“STUDENT” means, a person who has been enrolled for training in a course.

SECTION 1.7
	“TECHNICAL KNOW-HOW” means, technical knowledge and expertise in Competitive exams coaching comprised in processes, practices, techniques, procedures relating to site evaluation, selection, architectural plans, drawing, equipment specification, scheduling, administering education methods and procedures of examining the standards attained by student, special methods of using certain educational aids, provision of technical reference material relating to the form and contents of education pre-commencement training of Faculty, all related to Competitive exams which is confidential and owned by the Franchisor or has obtained license or sub license for the use thereof and includes copyrights in software(s) developed by Franchisor or in respect of which the Franchisor has license for the use thereof.

SECTION 1.8
	“TRADE NAME” means, the name associated with the Franchisor and under which the Franchisee is permitted by the Franchisor, from time to time, to carry on the business of providing education or training for Competitive Exams at the Franchisee’s Centre and shall include the distinctive name/style used, or which may be used in future from time to time, by the Franchisor, which has become or will become identifiable with the Franchisor and shall also include any letter, word, design, mark or logo or combination of any of these or associated or which may be associated with the Franchisor with its business of providing Coaching or education for Competitive Exams.

SECTION 2 GRANT OF LICENSE
SECTION 2.1
1. Franchisee has paid non-refundable License fee of Rs.1,00,000/- (Rupees Two lakh only) in HDFC-A/C of IBT institute Private Limited. The amount is which is inclusive of GST (Goods & Service Tax). 
	2. The License Fee paid by the FRANCHISEE to the FRANCHISOR is non-refundable. 
In consideration of payment of the License fee by the Franchisee to the Franchisor, the Franchisor hereby-
i.	Grants license to the Franchisee to use the Technical know-how in the field of providing education or training for Competitive Exams in respect of the courses mentioned in Schedule I here-in-under written.
ii.	Grant the Franchisee the right of using the franchisor’s trade name in the business of education or training Competitive Exams in respect of the courses mentioned in Schedule I attached herewith.
iii.	Agrees to supply, the training resources material to run all the courses after payment of the amount mentioned in Schedule 1 hereto, to the Franchisee for providing education or training. The course material price may vary from time to time.
iv.	Grants the License to run one training centre only at the place and location specified in schedule 3.
The Franchisee is not allowed to operate for any other location without prior approval from the Franchisor.

SECTION 2.2
The Franchisor hereby reserves the right to grant—
i.	License for the use of the Technical Know-how and the right to use the Trade Name and to supply Training Resources Material to the Franchisee in respect of any new training centre which may be set up by the Franchisee hereafter and which is not the subject matter of the Agreement and may decline in its absolute discretion to grant any such license for the use of the Technical know-how for any new training centre.
ii.	The Franchisor reserve the right to alter, modify or discontinue any of the courses without assigning any reason whatsoever.
iii.	The Franchise for opening of New Centre and the license for the use of the Technical Know-how and supply of Training Resources Material to any other person in the Territory on such terms and conditions as may be considered appropriate by the Franchisor.

SECTION 3: FRANCHISOR’S OBLIGATIONS
	The Franchisor during this term of this agreement will-
i.	Permit the Franchisee to carry on the business of providing education or training for Competitive exams in respect of the courses set out in schedule I.
ii.	Permit the Franchisee to operate the business of providing education and training for Competitive Exams under the Trade Name or such other name as may be specified or approved in writing by the Franchisor from time to time.
iii.	Permit the Franchisee the use of the Technical know-how for providing education or training for Competitive exams in respect of the courses set out in Schedule I for conduct of Franchisee’s training centre.
iv.	Grant to the Franchisee a copy of the manual and books of instructions.
v.	Provide from time to time market information, news and development in field of education for Competitive Exams in general and in respect of the courses as may be considered appropriate by the Franchisor.

SECTION 4 RIGHT TO THE USE OF TRADE NAMES, TECHNICAL KNOW-HOW AND TRAINING RESOURCES MATERIAL 

	SECTION 4.1 NOTWITHSTANDING ANYTHING CONTAINED HEREIN. 

a)	The Franchisee hereby warrants, covenants and undertakes with the Franchisor that at no time, after the Term, or during continuation of this Agreement, the Franchisee shall make or be entitled to make:-
i.	Any claim to the Trade Name or Trade Names or to any part of the name or names for the time being of 	Franchisor or to the name or any part thereof under which the franchisor is carrying on, for the time 	being, the business in the field of education or training for Competitive Exams nor shall the Franchisee use 	as part of the style of its business which is or which are deceptively or confusingly similar to the trade 	name or names or part of its business for Competitive Exams Coaching.
ii.	This agreement grants license to tile Franchisee for the use of the Technical Know-how and other rights 	mentioned in this agreement only during time / term of this agreement or sooner determination thereof.
b)	The franchisee hereby expressly agrees, admits and acknowledges that all rights, titles(s) and interest(s) in the trade name or trade names or in the name or names of the Franchisor or in any letter, word, design, logo, business minute or part of the style of its business arising out of their use exclusively belongs to the Franchisors.
c)	The Franchisee also agrees not to name any of the programs, courses for Competitive exam which gives any indication that such courses are being conducted based on the technical know-how with the Franchisor except during the Term and to the extent and in manner permitted by Franchisor. The Franchisee agrees not to be directly or indirectly involved in the same business or the courses run by the franchisor even after one year from the completion of the tenure of the agreement.

	SECTION 4.2
	This Agreement grants franchise to the franchisee to conduct training for Competitive Exams and the license to use technical know-how such as training Resources Material for the same in courses hereby authorized by the Franchisor or such other courses as may hereafter be permitted by the franchisor and in accordance with the guidelines laid down by the Franchisor, from or at the location as provided in this agreement. The Franchisee shall not be entitled to expand or establish or setup, and shall also not be entitled to use the technical know-how, brand, logo, and Training Resources Material of the Franchisor at any other centre, school, organization or division in the Territory for providing any education for Competitive Exams during the Term and thereafter and this restriction is specifically provided in this agreement for the purpose of ensuring confidentiality and secrecy and the protection of the Technical Know-how and the rights of Franchisor in the software and other technical knowledge and with a view not to create any confusion in the mind of the public as to the courses in which or with which the Franchisor has granted license for the use of the Technical Know-how.

SECTION-5 COMMENCEMENT OF THE FRANCHISEE’S CENTRE
	The Franchisee shall commence the conduct of Franchisee’s centre with effect from the date of approval of the application by the Franchisor for the course or for all the courses in respect of which this Agreement has been entered into. However, without prejudice to what has been mentioned above in this section, The Franchisee shall not commence the conduct of the Franchisee’s centre unless the following prerequisites are compiled with by the Franchisee:-
i.	Installation of all the hardware equipment and software as specified in Schedule-5 of this Agreement.
ii.	Recruitment and training of faculty and counselor to satisfaction of the Franchisor.

SECTION-6 ADDITIONAL COURSES
	Depending upon the performance of the franchisee’s centre the franchisee may be allowed by the franchisor to take admissions and conduct any other courses devised by the Franchisor i.e. hereto courses not mentioned in Schedule I, at the Discretion of the Franchisor.

SECTION -7 SUB-FRANCHISING
	The Franchisee shall not be entitled to grant any sub-Franchisee or sub-licensing the use of Technical know-how and Training Resources Material or the sub-delegating the rights and duties granted to it under this Agreement.

SECTION-8 CONFIDENTIALITY AND SECRECY
	SECTION 8.1	"Confidential Information "includes all information disclosed by FRANCHISOR, before or after the Effective Date of this Agreement, and generally not publicly known, whether tangible or intangible and in whatever form or medium· provided, as well as any information generated by partner that contains, reflects, or is derived from Confidential Information. 
	SECTION  8.2 The Business plan and other related materials furnished by FRANCHISOR and the oral Brand visual information relating thereto and provided in FRANCHISOR training classes is Confidential Information, is proprietary to FRANCHISOR or its Third Party Licensors, and constitute trade secrets and unpublished copyrighted material of FRANCHISOR.
	SECTION  8.3 FRANCHISEE acknowledges that FRANCHISOR and its Third Party Licensors shall have the right to take all reasonable steps to protect its confidential information, including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event Partner does not fulfill its obligations under this Section.
	SECTION 8.4 For purposes of this Agreement, “Confidential Information “shall also include the following information belonging to each party:
	 Any information, technical data or know-how including, but not limited to that which comprises or relates to the other party's confidential and proprietary trade secrets, hardware, software (source code and object code), screens, specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, customer names and other information related to customers, price lists, pricing policies and financial information or other business and/or technical information and)materials, in oral. Demonstrative. Written electronic, graphic or machine-readable form and any analysis, compilations, studies or documents.
	SECTION 8.5 Both parties agree to maintain the confidentiality of such Confidential Information which is made available to the other party under the scope of this Agreement and shall use commercially reasonable efforts to confine knowledge of Confidential Information only to its employees who require such knowledge and use in the ordinary course and scope of their employment by such party. 
SECTION -9 TRADE NAMES ETC.
	The Franchisor hereby permits the franchisee to use the Franchisor’s trade names, style and logo and the name of the division under which the Franchisor is from time to time carrying on the business of providing Coaching or education for Competitive Exams. In the event of the Franchisor associating or adopting any new trade name or service mark in relation to its business of education and training for providing training for Competitive exams or with respect to any other services related thereto, the Franchisee shall, if so advised by the Franchisor in writing use such new trade names, new service marks, new logos and other new words to the extent in the manners and as may be advised by the Franchisor from time to time in relation to type, conduct of the business of education and training for providing training for Competitive exams at the Franchisee’s centre provided that nothing in this agreement shall confer any permanent right or interest in the Franchisee in any trade name, service mark, design, logo or the name of the Franchisor presently being used by it in respect of any other items other than relating to the business of education or training for providing training for Competitive exams and nothing herein will create any ownership right on the printed matters, books published, magazines, computers, peripherals, parts thereof and software and other programs owned by the franchisor of any kind audio and video cassettes and other OHP transparencies, educational aids and material supplied by the Franchisor to the Franchisee for use in the business of education or training for providing training for Competitive exams under this agreement.

SECTION-10 GENERAL 
	1.	FRANCHISEE shall bear all capital expenditure and revenue/operational expenditure of running the 	Centre. 
	2.	It is clearly understood both by the FRANCHISOR and the FRANCHISEE that the FRANCHISOR does not 	guarantee any enrollments for the courses or for the successful management and running of the Centre 	or for realizing any profit from the Centre of the FRANCHISEE. Hence the FRANCHISOR shall not be 	responsible under any circumstances to pay any amount including damages or losses incurred by the 	FRANCHISEE. 
	3.	 The FRANCHISOR will nominate a senior staff from its organization for liaison with the FRANCHISEE. 
	4.	The FRANCHISEE should address all its communications and queries/requests only through such 	designated person(s).

SECTION-11. COURSE FEE
SECTION-11.1
	The Franchisee shall charge to and recover course fee from time to time, for a course from every student for which he/she has made an application for training, before the commencement of that course. The course fee may be recovered by the Franchisee from the student either in lump-sum or in such installments in connection with conducting the courses mentioned in Schedule I thereof, will be only those which are applied by the Franchisor.

SECTION 11.2
	The Franchisee shall grant rebate or reduction in the amount of course fees to the persons on his discretion.

SECTION 12 GENERAL OBLIGATIONS OF THE FRANCHISEE
SECTION 12.1 
	In order to maintain the secrecy, confidentiality and protection of the rights of the parties in the intellectual property and other matters as aforesaid, the Franchisee shall not use the infrastructure at the Franchisee’s centre for any purpose other than for the purpose of conducting the course, subject matter of this agreement and for a software and data centre without prior written approval of the Franchisor.

SECTION-12.2
	The Franchisee shall ensure good conduct and behavior of every student in order to maintain high reputation, integrity, discipline and decorum conductive for creating good academic atmosphere in the Franchisee’s centre. 

SECTION-12.3
	The Franchisee shall ensure attendance of such of its, employees as may be required by the Franchisor at the conferences and meetings convened by the Franchisor. 

SECTION-12.4
	The Franchisee shall comply with all the applicable laws and regulations in conducting the franchised 	courses.

SECTION-12.5
	The Franchisee hereby agrees and admits that the franchisee shall alone be held responsible in respect of any suit, application for interim or ad-interim order(s) or any legal proceedings or any legal notice of whatsoever nature or any complaint filed by any student or any person and any authority in any court, tribunal, consumer redressal forum, commission or before any authority, pertaining to conduct of courses, facilities to students. Any dispute between the student(s) and the Franchisee or in respect of any matter related to or concerning the Franchisee’s centre and the Franchisor its directors or officials shall not held responsible and made party to any such suit, complaint any legal proceedings related to or in respect of any of the matters of the Franchisee’s centre. The Franchisee shall indemnify and keep indemnified at all the time the Franchisor of, from the against all actions, Suits or proceedings and all costs, charges, expenses, losses or damages which may incurred, suffered or caused by or to the Franchisor in any court, tribunal, consumer redressal forum/commission or before any authority, pertaining to or in respect of any matter of the Franchisee’s Centre will be borne by Franchisee.

SECTION-12.6
	The entire cost of running a centre, including acquisition of space, acquisition of equipment(s), engaging of personnel and all other expenditure shall be borne and paid by the Franchisee only and the Franchisee shall not be entitled to require the Franchisor to share any part or portion of such expenditure or reimburse any part thereof.

SECTION-12.7
	The Franchisee shall duly and punctually make payment of all amounts due and payable to the Franchisor under this Agreement. Non-payment of any amount under this agreement by the Franchisee to the Franchisor within the prescribed time shall be construed as an act of default and without prejudice to any other rights under this Agreement to recover such amount from the Franchisee, the Franchisor shall be entitled to terminate this Agreement forthwith without assigning any reasons therefore and incurring any damages in any manner whatsoever.

SECTION 13 SPECIAL CONDITIONS 
	SECTION   13.1    The FRANCHISEE shall register his business as a Proprietorship/Partnership/ Limited Concern, with appropriate Governmental Authorities.
		SECTION 13.1.1 In case of a partnership or a limited concern, a copy of the appropriate 	document (partnership deed in the case of a partnership firm)(The Articles/Memorandum of Association 	and Incorporation certificate of the company in the case of a limited concern), should be submitted to the 	FRANCHISOR before the agreement is signed.
		SECTION    13.1.2 In the case of proprietorship, the FRANCHISEE should supply a notarized affidavit to the 	effect that he/she is the owner/proprietor of the business. 
	SECTION 13.2 The FRANCHISEE agrees to inform the FRANCHISOR immediately through a written communication on any changes in the constitution of the firm arising due to whatever reason(s).
	SECTION 13.3 It is clearly understood and agreed that this agreement is pertaining to the franchise license for the site approved by the FRANCHISOR during the Centre certification. If the FRANCHISEE intends to shift the premises for whatsoever reasons, the FRANCHISEE has to take prior written approval from the FRANCHISOR before shifting, else the license and thus the franchise agreement is automatically construed to be terminated.

SECTION-14 EMPLOYERS-EMPLOYEE RELATIONSHIP
SECTION-14.1
	It is hereby expressly agreed to between the parties hereto in writing that the persons employed by the Franchisee at the Franchisee’s Centre are the employees of the Franchisee only and none of them shall be entitled to claim any status as the employee of the Franchisor nor shall any of them be entitled to any benefits, statutory of otherwise, perquisites and amenities available to the employees, consultants or other persons of the Franchisor.
SECTION-14.2
	It is hereby agreed that the Franchisor will not be concern or be made a party to any dispute in whatsoever capacity between the Franchisee and its employees or any dispute, claim, suit or litigation by and between any Statutory Authority and the Franchisee for non-compliance of any statue, rules and regulations made by the statutory Authority.
SECTION 14.3
	It is further clarified and understood that the Franchisee alone shall be responsible, liable for anyone—compliance of any labor legislation and the Franchisor in no way should be made a party to any litigation arising out of any noncompliance by the Franchisee with any legislation.
SECTION-14.4
	In order to ensure that each member of the staff of the franchisee devotes maximum time and attention for providing training at the Franchisee’s Centre, the Franchisee shall give them salaries and other allowances commensurate with their respective responsibilities, technical expertise, skills and qualifications and shall introduce such schemes of incentives prescribed by the Franchisor, from time to time.
SECTION 15 RECORDS, ACCOUNTS & AUDIT
SECTION 15.1
	The Franchisee shall maintain a record of the costs of materials, salaries and wages and direct operating expenses. Such records shall be made available to the Franchisor, in a format and a frequency determined by the Franchisor, in order to enable the Franchisor to properly assist and advise the Franchisee in the efficient operation of the Franchisee’s Centre.
SECTION 15.2
	The Franchisee agrees that the Franchisor or its Authorized Representatives shall at all reasonable times have the right to examine and/or audit the books of accounts of franchisee to verify the figures reported.

SECTION 16 GENERAL OBLIGATION OF THE FRANCHISOR
	The Franchisor shall provide the following text books and materials in accordance with the terms of this Agreement to the Franchisee:
1.	Enquiry and admission forms.
2.	Prospectus (Es).
3.	Courses text books, Solution books, Section Books, OMR Sheets, brochures, posters and other publicity 	combine materials.
4.	Students Syllabus.
5.	Student’s identity cards.
6.	Student’s course material and course kit.
7.	Offline (Soft Copy) & online test series.
8.	Monthly Magazines.
	Any other material considered necessary by the Franchisor. The Franchisee shall pay to the Franchisor for the above text books and materials at such price as may be fixed by the Franchisor from time to time. In order to ensure that the most appropriate text books materials are acquired by the Franchisee for the use of the student the Franchisee shall purchase the same either from the Franchisor or from such other source as may be approved by the Franchisor and the Franchisee shall not use any other text books and materials which are not approved by the Franchisor.
SECTION 17 ADVERTISING 

SECTION-17.1
	The Franchisor shall launch, state-wise and city wise advertisement and publicity campaigns in such media as it may consider appropriate and same may also be released in the media circulating, in the territory, in order to provide advantage of such campaigns to the Franchisee for the promotion of the business of education for providing training for Competitive exams. The proportionate cost however, of such advertisement and publicity campaigns released in the media circulating in the territory shall be borne and reimburse by the Franchisee. The decision of the Franchisor’s media consultants as to the amount to be reimbursed by the Franchisee for the expenditure incurred on such campaign in the territory shall be binding upon the Franchisee and accepted by the Franchisee. While deciding upon the proportionate share of the Franchisee of such advertising and publicity campaigns, the Franchisor’s media consultants are expected to take into account all factors considered relevant by them.

SECTION 17.2
	The Franchisor shall raise, at such intervals as may be decided by the Franchisor, invoices on the Franchisee for the Franchisee’s proportionate share advertisement and publicity expenditure. The said amounts of advertising and publicity expenditure shall be paid by the Franchisee immediately on the receipt of such invoice by the Franchisee.
SECTION 17.3
	In addition to the publicity and advertising campaign to be launched by the Franchisor, the Franchisee may, at the Franchisee’s expense, in all respects, launch local publicity campaigns. However, the advertisement and publicity materials shall be only in the form prepared by the Franchisor’s media consultants and approved by the Franchisor. Notwithstanding anything contained in this agreement, prior approval in writing of the text, design, layout of any advertisement, publicity material, poster, brochure, leaflets, press release, printing of stationery items such as letter heads, visiting cards etc. should be obtained by the Franchisee from the Franchisor. The Franchisee shall solely be responsible for all and any consequences relating to monetary or otherwise, arising out of issue such as advertisement, publicity materials, and poster, brochure, leaflets, press release and stationery items.

SECTION-18 ADDITIONAL ASSISTANCE
SECTION-18.1
	A representative/s designated by the Franchisor from time to time for the purpose of quality assurance will visit Franchisee’s Centre periodically. The said representative will-
A.	Check standards of academic and teaching.
B.	Check quality of classes amid level students including student feedback.
C.	Identity problems and suggest solutions for the Franchisee’s implementation.

SECTION-18.2
	Representative/s designated by the Franchisor, from time to time, for the purpose of business inspection shall also visit the Franchisee’s Centre periodically. The said representatives/s may-
A.	Inspect and audit any or all books of accounts.
B.	Inspect scheduling and calendaring procedure and give suggestions thereof.
C.	Study capacity utilization.
D.	Suggest ways and means of increasing capacity utilization and revenues for the Franchisee’s 	implementation.
E.	Suggest such measures as may protect or enhance the interest of the Franchise arrangement.

SECTION 19 OPERATIONAL STANDARDS & ASSISTANCE

	The Franchisee agrees that the Franchisor’s special standardized design and decor of the building, equipment ad layout, uniformity of approach, and adherence to the manuals are essential to the image and reputation of the Franchisor. The strict and continuing adherence to the standards uniformity and other requirements, set out herein, is expressly made a condition of this Agreement. Any default in the adherence to and in performance thereof shall be a ground for terminating this Agreement by the Franchisor without any claim from the Franchisee. In recognition of the mutual benefits accruing for maintaining uniformity of appearance, service, product and marketing procedure, it is mutually covenanted and agreed as under-
A.	The Franchisee agrees to display and maintain the Franchisor’s trade names, service marks, logos and advertising and promotional material including posters at such premises, in the manner 	authorized by the Franchisor from time to time. The Franchisee agrees to maintain and display signs 	reflecting the current image of the Franchisor. The color, Color scheme, size, design and location of 	such signs shall be, from time to time, as specified by the Franchisor. The Franchisee shall not place 	additional sign, posters, trade names, service marks and logos on premises other than those 	authorized by the Franchisor.
B.		The FRANCHISOR shall train the staff members of the FRANCHISEE separately as and when deemed fit,         	the duration and dates of which will be intimated in advance to FRANCHISEE. All expenses of the trainees 	for such training 	programs such as travelling expense on boarding, lodging, local conveyance, 	miscellaneous expenses etc. shall be borne by the FRANCHISEE.
SECTION 20 LUMP SUM ROYALTY AND OTHER PAYMENTS

	In consideration of the Franchisor agreeing to grant license during the term to the Franchisee for the use of the technical know-how, trade names, service marks and logos of time Franchisor in relation to its business of Competitive Exams Coaching and the association of the Franchisee with the reputation and goodwill of the Franchisor, the Franchisee agrees to pay to the Franchisor-

•	The Royalty amount shall be 61% of the total amount paid for the books material ordered by the center. The Royalty amount will be charged in advance at the time of dispatching Course Material kit. The total cost of course material for all the courses mentioned in SCHEDULE-1 includes the royalty amount plus GST (Goods & Service Tax) on royalty as well.

SECTION 21 COURSE MATERIAL & STATIONERY
SECTION 21.1 	The FRANCHISOR may provide the FRANCHISEE with one copy of the study Material for	reference purpose at the franchise Centre free of cost.
SECTION 21.2 	The FRANCHISOR will supply the FRANCHISEE with a set of the study Material for the courses 	mentioned in SCHEDULE 1 at a price fixed by the FRANCHISOR for each enrolled student 	and 	such price shall change from time to time as deemed necessary by the Franchisor.
SECTION 21.3	The courseware to be given to the students such as study material for the courses mentioned in 	SCHEDULE 1 hereto, shall be supplied by tile FRANCHISOR and the charges as fixed by the 	FRANCHISOR are payable by the FRANCHISEE. 
SECTION 21.4	The FRANCHISEE shall not use or adopt any other courseware or methods. 
SECTION 21.5	 The FRANCHISEE undertakes not to copy, duplicate, lend or circulate the 
		courseware. 
SECTION 21.6	The FRANCHISOR will periodically revise /update the courseware, and an update copy 
	of the same will be made available to the FRANCHISEE.
SECTION 21.7	The Franchisor shall make available the following stationery and other materials to the 	Franchisee at such price as may be decided by the Franchisor from time to time:--
a)	Brochures and other promotional materials.
b)	Educational courses materials and prospectus. 
c)	Identity card.
d)	Books of records and other stationery for education administration, if required by the Franchisee.
e)	OMR Sheets
f)	Counseling Pads.

SECTION 21.8
	a)	The Franchisee will place monthly orders to the Franchisor for the above items after taking 	into consideration the minimum stock levels. The monthly orders shall be accompanied by the 	full payment for the value of the order by crossed demand draft in favor of the Franchisor.
	b)	Other items indicating in the indent forms given to the Franchisee by the Franchisor may be 	varied from time to time.
SECTION 21.9	All the study materials will be charged and will be available on payment of intellectual ware fee 	by the FRANCHISEEs. Each course will have different number of volume of books and booklets 	depending on the duration and contents. And each course materials will have different 	intellectual ware fee, The FRANCHISEE has to indent for courseware, as per his need and make 	advance payment to the FRANCHISOR or his nominee through demand draft/local cheques/cash 	deposit.
SECTION 21.10	The FRANCHISOR will dispatch the Course Materials by Courier, lorry transport as expeditiously	as possible on payment basis. 
SECTION 22 LIMITATION OF LICENSE
SECTION 22.1
	The Franchisee disclaimed any right or interest in Franchisor trade names, service names or marks and logos and designs and all advantages and benefits derived there from and the Technical Know-how and Training Resource Material. The Franchisee agrees that certain confidential information\and secrete knowledge may be made available to it in confidence and the Franchisee shall not divulge any such confidential information’s, secrets and procedures or performance or exhibits any portion or part thereof to any person other than its employees. The Franchisee shall include a secrecy obligation relating to the above matters in the contract of employment with its employees. The franchisee shall also obtain a secrecy obligation bond from such employees to ensure the fidelity of its employees in respect of Technical know-how and information and knowledge imparted to or available to them. The Franchisor shall be also added as a Co-beneficiary of the Bonds and copies of the same shall be forwarded to it.
SECTION-22.2
	The Franchisor shall have the right to terminate this Agreement forthwith in the event that the Franchisee questions, disputes or attacks the validity, right, title or interest of the Franchisor as to the Franchisor’s trade names, services names and marks and designs, and the Technical know-how including copyrights or other intellectual property rights.

SECTION 23 NO AGENCY
	The parties hereto agree that the Franchisee in an independent contractor. Nothing herein contained shall constitute the Franchisee as an agent, legal representatives, partner, subsidiary, joint venture or employee of the Franchisor. The Franchisee shall have no right or power to, and shall not bind or obligate the Franchisor in any way, manner or thing whatsoever, nor represent that it has right to do so.

SECTION 24 RIGHTS AND AGREEMENT PERSONAL

	SECTION 24.1
		This Agreement shall not be deemed to confer any right on the Franchisee and the license granted by this 	agreement shall be personal to the Franchisee only and shall not be capable of being or be assigned by 	the Franchisee to any other person.
	SECTION 24.2
		The Franchisee shall not claim any right or interest in favor of any other person in the license hereby 	granted.
	SECTION 24.3
		The Franchise shall be conducted by the Franchisee personally and the Franchisee shall not entrust the 	same or part thereof to any other person.

SECTION 25 TERM AND TERMINATION

	SECTION 25.1
		Subject to the other provisions of this Agreement the Franchise granted under this Agreement and this 	Agreement shall remain in full force and effect for a term of the period specified in Schedule 4 hereto.
	SECTION 25.2
		Unless otherwise mutually agreed upon between the parties hereto, this agreement shall stand 	automatically terminated by efflux of time as at the close of business as on the last day of validity 	specified in Schedule 4 hereto.
	SECTION 25.3
		The Franchisor may terminate the Franchise arrangements herein created, if it comes to the conclusion 	that any course is not being properly conducted by the Franchisee and that it would be necessary for the 	Franchisor to take over the conduct of such course to maintain the Franchisor’s good name, reputation 	and standard established by the Franchisor.
	SECTION-25.4
		The termination or sooner determination of Agreement shall not affect the rights and liabilities of the 	parties as may have accrued as prior to and on the Termination date.
	SECTION-25.5
		The Franchisee if so desired by the Franchisor shall continue to conduct in accordance with this 	Agreement all the courses which have already commenced during the term hereby agreed and sooner 	determination of this Agreement.
	SECTION-25.6
		As and from the termination date, the Franchisee shall not be entitled to make use in any manner of its 	association with the Franchisor or advertise such association or invite applications for admission to any 	course conducted by it.
	SECTION-25.7
		The Franchisee shall not, alter the termination of the Agreement, commence any course or take 	new admissions for any/all of the courses of the Franchisor.
	SECTION 25.8
		In the event of the death of the Franchisee, the Franchisor may at its option either treat this Agreement 	as having been terminated by reason of such death or permit any of the heirs of the Franchisee, as may be 	selected by the Franchisor, to continue in the place of the deceased as the Franchisee for the purpose of 	this Agreement, subject to such person executing such documents as may be stipulated by the Franchisor 	in this regard.
	SECTION-25.9
		If this Agreement is terminated either by efflux of time or by sooner determination, and any courses are 	yet to be completed as on the termination date then if the Franchisor is of the opinion that the Franchisee 	may not , or would not be able to, conduct such courses and complete them as per the Franchisor’s 	academic standards, the Franchisor may advice the Franchisee to discontinue its classes, the Franchisor 	shall be entitled to take over the conduct of such incomplete courses and arrange for conduct of the 	same, at the risk and cost of the Franchisee in all respects. The Franchisor may continue to conduct such 	courses either by itself or by granting Franchise to some other person in the territory and either in the 	premises of the Franchisee or any other premises as the Franchisor may decide.
	SECTION 25.10
		The Franchisor shall have a first charge on the entire fees collected by the Franchisee from the students in 	respect of courses which have remained incomplete and the compensation payable by the Franchisee to 	the Franchisor for conduct of such courses shall be decided by the Franchisor and which shall be binding 	on the Franchisee and the Franchisee shall pay for the said compensation to the Franchisor forthwith on 	receipt of bill/debit note therefore from the Franchisor.

	SECTION 26 RENEWALS / EXTENTION OF AGREEMENT & RENEWAL FEE
    SECTION 26.1	

	The parties hereto shall have the option to renew this agreement for such further period and on such terms and conditions as may be mutually agreed upon at the time of renewal. The FRANCHISEE shall however intimate the FRANCHISOR its intention to renew the agreement three month in advance prior to expiry of this agreement, in writing. 
     SECTION 26.2    

	Thereafter, the FRANCHISOR may consider the renewal of this agreement.
     SECTION 26.3	

	The FRANCHISOR may agree to extend the term provided that the FRANCHISEE.

	SECTION   26.3.1   Has properly observed and performed his obligation under this agreement.
 
	SECTION 26.3.2 Has properly observed the rules, regulation and. procedure notified by the 
                            		 FRANCHISOR.
 
	SECTION   26.3,3	 Has proven his capability in handling the given course.
 
	SECTION   26.3.4 	 Has paid the amounts due to the FRANCHISOR and has no outstanding as on 
                          		date of renewal of the Franchise agreement.

SECTION 26.4
RENEWAL FEES
After the initial agreement of 3 years, the parties hereto may, by mutual agreement, renew this Agreement for a further period of 3 years (Three year) on completion of necessary formalities as may be decided by the FRANCHISOR from time to time .The renewal fees shall be Rs.50,000/- Inc. GST (Rupees Fifty Thousand only-Including GST).It is understood by and between the parties hereto that   this  franchise agreement shall not be renewed for the further period until the franchise makes a formal application in writing to the franchiser seeking such renewal and deposit with the franchiser the renewal fees as stated above.

SECTION 26.5
	If within this period of notice of three months, either party does not agree to renew this Agreement, this Agreement shall stand automatically terminated as at the close of business on the last day of validity as specified in SCHEDULE 4 hereto. If such notice of renewal is not given by either party to this Agreement, the agreement shall stand terminated as at the close of business on the last day of validity (Expiry date). Provided that any training or course commended by the FRANCHISEE and not completed on or before the last day of validity, notwithstanding termination of the Agreement, the FRANCHISEE would continue to conduct training in that course to the satisfaction of the FRANCHISOR and the parties shall be bound to observe their agreement herein so far as training for that course is concerned. 

SECTION 26.6 	
	The franchisor shall have the right to terminate this agreement by giving three months prior notice in writing to the FRANCHISEE for such termination.
SECTION 27 TAXES OR DUTIES
	Any taxes or duties imposed or assessed by the Central Government, state Government, local Authority or any other Government Department by the virtue of any new enactment or amendment to the existing statutes or otherwise in respect of any payment made or due by the Franchisee to the Franchisor whether by way of lump sum payment, royalty, material price or otherwise howsoever under this Agreement shall be borne by the Franchisee and if paid by the Franchisor ,the Franchisee shall reimburse the same immediately upon the receipt of a debit note from the Franchisor. It shall be the sole responsibility of the Franchisee to complete all the assessments for taxes, duties & levies under all the applicable laws and the Franchisor shall in no way, be responsible for any fines, penalties & prosecution for the violation of any provisions of such applicable laws.
SECTION 28
SECTION 28.1
	ARBITRATION: All disputes, differences, claims and questions arising out of this Agreement between the parties herein or anything herein contained or in any way relating to or arising from these presences shall be referred to sole Arbitrator appointed in writing by the parties. The Arbitrator shall be appointed within fifteen (15) days of reference of a dispute by either party to arbitration. The arbitrator shall formulate his own procedure and shall be entitled to dispense with filing of pleadings or taking of any evidence and shall be entitled to dispose off the proceedings in a summary manner. The Arbitrator shall have summary power. The Award of such arbitrator so appointed shall be final and binding on all the parties to this Agreement. Such Arbitration proceedings will be at Jalandhar (Punjab). The sole Arbitrator shall pronounce the Award as expeditiously as possible after entering on the reference or within such time as he may deem expedient. The costs and expenses of the Arbitration Proceedings shall be borne by the parties to this Agreement in equal share. For the purpose of this Clause, the term “dispute” shall mean any dispute relating to the rights or obligations of the parties under this Agreement. It is agreed that notwithstanding the reference to arbitration, the parties hereto shall continue to be bound by this Agreement and shall continue to honors their respective obligations under this Agreement.
SECTION 28.2
	JURISDICTION: This Agreement is executed in Jalandhar (Punjab) and all payments under this Agreement by the Franchisee to the Franchisor are to be made, unless otherwise agreed upon, in Jalandhar (Punjab) and the parties hereto expressly agree that the courts in Jalandhar (Punjab) alone shall have jurisdiction to try any matter arising between the parties hereto and accordingly the Franchisee submits to the exclusive jurisdiction of the courts in Jalandhar (Punjab) for that purpose. The Franchisee hereby agrees and admits that the Franchisee shall alone be held responsible in respect of any suit, application for interim or ad-interim order(s) or any legal proceedings or any legal notice of whatsoever nature or any complaint filed by any student or any person or any Authority in any court, tribunal, consumer redress forum/commission or before any authority pertaining to conduct of courses, facilities to students, any dispute between the student(s) and the Franchisee or in respect of any matter related to or concerning the Franchisee’s Centre and Franchisor or its Directors or officials shall not be held responsible and made party to any such suit, complaint or any legal proceedings related to or in respect of any of the matters of the Franchisee’s Centre. The Franchisee shall indemnify and keep indemnified at all times the Franchisor of, from and against all actions, suits or proceeding all costs, charges, expenses, losses or damages which may be incurred, suffered or caused by or to the Franchisor by reason of any suit, application or any other legal proceedings or complaint filed by any person against including any student of the Franchise Centre against the Franchisor or its official in any court, tribunal, consumer redress forum/commission or before any Authority, pertaining to or in respect of any matter of the Franchisee’s Centre. In the event Franchisee fails to clear its dues towards aforesaid liabilities, it is agreed, that the Franchisor shall have every right to deduct the amount paid by the Franchisor by way of costs, charges, expenses, compensation, losses or damages which may be incurred, suffered or caused by or to the Franchisor in the aforesaid proceeding, from the Franchisee’s share of the course fee collected from the students under this Franchise Agreement.
SECTION 28.3
	This Agreement shall be executed in duplicate. The Franchisor shall retain the original and the Franchisee the Duplicate.
SECTION 28.4
It is hereby agreed that the schedules annexed hereto shall be deemed to form a part of this Agreement as though the provisions thereof were set out herein extensor.
SECTION 28.5
The Agreement has been prepared only in English and in case of dispute the English text will prevail.
SECTION 28.6
The head notes hereto are for the purpose of convenience of reference only and shall not be taken into account in considering or constructing or interpreting any of the provision hereof.
SECTION 28.7
In case of unavoidable circumstances beyond the control of the parties, like war, earth quake, and other natural calamities, this agreement shall case to be in operation till such period and neither party to this agreement shall be liable to the other for any kind of loss incurred hereby.
IN WITNESS WHEREOF the parties hereto have set their respective hands to these presents and a duplicate hereof the day and year herein above written.

SCHEDULES
SCHEDULE-1
Description of the courses
S.No	Item	No. of Books	Actual Price	
1	BANK PO - English	9 Books	1700	
2	BANK PO - Hindi	6 Books	1700	
3	SSC-English	9 Books	1800	
4	SSC-Hindi	6 Books	1800	
5	BANK PO + SSC -English	11 Books	1880	
6	BANK PO + SSC -Hindi	8 Books	1880	
7	IBPS SPECIALIST OFFICER -English - H.R Officer	8 Books	1650	
8	IBPS SPECIALIST OFFICER -English - IT & Technical Officer	8 Books	1650	
9	IBPS SPECIALIST OFFICER -English- Marketing Officer	8 Books	1650	
10	IBPS SPECIALIST OFFICER -English- Law Officer	8 Books	1650	
11	IBPS SPECIALIST OFFICER - English -Agrculture	8 Books	1650	
12	CRT STUDY MATERIAL - English	4 Books	750	
13	Spoken English	1 Book	350	
14	Railways Course Material: English	6 Books	1600	
15	Railways Course Material:Hindi	4 Books	1600	
16	Punjab Jobs (Patwari, High Court, PSPCL & All Other)	9 Books	1730	
17	Bank + SSC+ Punjab Jobs : English	12 Books	1920	
18	Bank + Punjab Jobs : English	10 Books	1780	
19	SSC + Punjab : English	10 Books	1850	
19	PUNJAB Govt. Job Book (Order With Stock or Minimum 10)	1 Books	300	
20	DELHI POLICE - ENGLISH	5 Books	1600	
21	DELHI POLICE- HINDI	3 Books	1600	
22	CTET PAPER-1(I-V Class)	5 Books	1550	
23	CTET PAPER 2 - (VI- VIII Class)Mathematics & Science	5 Books	1550	
24	CTET PAPER 2 - (VI- VIII)Social Studies	4 Books	1550	
25	CTET LOOSE BOOK Science	1 Books	300	
26	CTET LOOSE BOOK Social Studies	1 Books	300	
27	CAT Study Material-Edition 2024	13 Books	3300	
28	UP Police - Hindi Medium	4 Books	1550	
29	UP Police - English Medium	6 Books	1550	
30	UP Lekhpal/VDO - English Medium	5 Books	1550	
31	UP Lekhpal/VDO - Hindi Medium	4 Books	1550	
32	Bank + Haryana Jobs English (HSSC |PATWARI)	12 Books	1780	
33	Bank + Haryana Jobs Hindi (HSSC |PATWARI)	9 Books	1780	
34	Bank + SSC+ Haryana Jobs English (HSSC|PATWARI|RAILWAY)	13 Books	1860	
35	Bank + SSC+ haryana jobs Hindi (HSSC|PATWARI|RAILWAY)	10 Books	1860	
36	Haryana State Exams English	7 Books	1500	
37	Haryana State Exams Hindi	5 Books	1500	
38	Samanya Hindi Book	1 Book	300	
39	CDS Books Set - English	5 Books	1680	
40	CDS + AFCAT - English	7 Books	1800	
41	UP- S.I (Sub Inspector) -English Medium	5 Books	1600	
42	UP- S.I (Sub Inspector) -Hindi Medium	4 Books	1600	

SCHEDULE-2
1)	Admission Fees:
The Fee, which is taken for admission of the candidate, is called the admission fee, which is not refundable under any circumstances.	
2)	Course Fee:
The course fee is for the course, which the students are undergoing and can be paid in Lump sum or installation modes

SCHEDULE-3
The Centre is at a location at “T5, 3RD FLOOR, ALKAPURI, LALPUR, RANCHI, JHARKHAND, PIN CODE-:834001.”
				              SCHEDULE -4
The period of this Agreement is from 20TH AUGUST 2022 thus this Agreement is valid till 19TH AUGUST 2025.
				              SCHEDULE-5
A Computer lab having at least 6 Computers to conduct online mock tests for various competitive exams.

 

FIRST PARTY							DATE: -20-AUGUST-2022

For 
IBT Institute Private Limited

______________________                                                                     ________________________
Stamp & Signature of the Franchisor				   Signature of WITNESS
Pardeep Singh
Director

SECOND PARTY							
For
SHASHI BHUSHAN SINGH

________________________                                                                 ________________________
Stamp & Signature of the Franchisee				   Signature of WITNESS
L.P.S ACADEMY

THIRD PARTY							
For
LAXMI TIWARI

________________________                                                                 ________________________
Stamp & Signature of the Franchisee				   Signature of WITNESS
L.P.S ACADEMY