2013-14

MEMORANDUM OF UNDERSTANDING

between

(a unit of S. K. Educations Pvt. Ltd.)

and

MEMORANDUM OF UNDERSTANDING
Bachpan...a play school
This Memorandum of Understanding (hereinafter called the MOU) is executed at Delhi on this
______________ day of _______________ 20______ between M/s. S.K. Educations Pvt. Ltd., a company
registered under the companies act, 1956 having its Corporate Office at S.K. Tower, 9988/B-1, Sarai
Rohilla, New Rohtak Road, New Delhi-110005 (INDIA), hereinafter referred to as the First Party through,
Mr. ___________________________________, duly authorized to sign and execute the present MOU by
way of Board Resolution.
AND
M/s. /Mr./Ms. _______________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
Hereinafter referred to as the Second Party.
The expressions First Party and Second Party shall mean and include their respective heirs,
executors, successors-in-interest, representatives and assignees.
The First Party and the Second Party hereinafter are referred collectively as the "Parties".
WHEREAS First Party is creator, developer and sole proprietor of trademark "Bachpan...a play school" in
the field of play school and "Academic Heights Public School" in the field of Senior Secondary School.
AND WHEREAS First Party possesses the data, information, knowledge, expertise and novelty in the
above-mentioned field of play school education.
AND WHEREAS, the First Party has established chain of schools under the said brand name "Bachpan...a
play school" in several states of India and has established a name and reputation in the field of play school
school education.

AND WHEREAS, the Second Party has approached the First Party for setting up a play school under the
brand name of First Party at ____________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
Hereinafter called the Premises so as to run/conduct the said Play School under the name and style of
Bachpan.
NOW THEREFORE, in consideration of the Covenants hereinafter contained the parties hereto mutually
agree as follows:
1. INTERPRETATION CLAUSE: In this MOU the following expression shall, unless the content otherwise
requires, have the meanings respectively assigned to them hereunder:
1.1 "References" to the parties hereto shall include, subject to the terms to this Agreement, their
respective successors and assignees.
1.2 "Agreement" means and includes all the software and hardware equipment, other goods and
material, furniture except those under the category of "Manual" (as described hereunder), used by the
Second Party in undertaking the above said 'Business'.
1.3 "Manual" means and includes study material, prospectus, instructional methodology, curriculum,
course books, syllabus, fee structure, receipt books, school uniform, admission kit etc., rules,
procedure facilitated by the First Party to the Second Party, under the 'Agreement'.
1.4 "Services" means and include the operating/running of play school in the name, style and concept of
"Bachpana play school" by the Second Party & use of services relating to imparting any skill,
knowledge, education or development of course content or any other knowledge enhancement
activity, for the students and the faculty of the "Bachpana play school" or any other services of a
similar nature under the terms and conditions as prescribed by the First Party under this Agreement.
1.5 "Auxiliary Educational Services Charges (AESC)" means the monthly fees/consideration amount
equivalent to ______ % of gross collection every month or such fixed amount of AESC agreed between
the parties payable by the Second Party to the First Party every month for use of services relating to
imparting any skill, knowledge, education or development of course content or any other knowledge

1.6

1.7

1.8

1.9

enhancement activity, for the students and the faculty of the "Bachpana play school" or any other
services of a similar nature. The Second Party shall pay all other taxes extra (if any) on the Auxiliary
Educational Services (as per Govt. Policy) to the First Party.
"Marks" represents the registered trademark, logo of First Party i.e. "Bachpana play school",
"Bachpan" registered Trade Marks of the First Party in various classes under Trade Marks Act or any
other further mark applied by First Party in relation to marks "Bachpan a play school" and "Bachpan".
"Infrastructure" shall mean and include the premises at which Second Party centre is run, with proper
interior and furnishing as per the model and design specifications of the First Party and installation of the
equipments therein.
"Intellectual Property Rights" shall mean all the Intellectual Property Rights of the First Party
(whether owned by it or having such rights under any other arrangement) including its goodwill,
trademark, trade name, copyright, patent or other intellectual property of the First Party or any of its
associate company.
"Know how" shall mean and include the knowledge and expertise in relation to education i.e. for
creating, innovating, planning, implementing, conducting the play school concept BACHPAN including
the process, practice, techniques, principles, procedures relating to objects, manner, conditions, ways
of teaching, communicating, program syllabus and methods and procedures of assessing the
standards attained by students, special methods of using certain common learning aids, floor, layout
drawing, equipment specifications, provision of learning reference material relating to the form and
content of programme to be conducted by Second Party which is confidential and owned by the First
Party.

2. PROCEDURE FOR SELECTION

2.1 The First Party has publicized advertisements in the Electronic and Print Media for inviting applications
from interested parties seeking grant of authority for running play School under the brand name of the
First Party.
2.2 The First party has selected the Second party from the short listed applications after expending
substantial resources and monies on the said procedure including advertisements etc.
2.3 The Second Party has placed its documents and credentials reflecting its worth, capacity to run play
school under the brand of the First Party and the second party has expressed readiness to possess
such infrastructure and invest on, interiors furniture etc. as will be required to run play school under the
brand Bachpana play school of the First Party.
2.4 The Second Party has also satisfied itself regarding the rights and proprietorship and good will, name and
reputation of the First Party with its brand name Bachpana play school and the Second Party is ready
to run play school under brand name and brand image of the First Party on the terms as set out in this MOU.
2.5 The First party on the representations of the second party to run play school under the brand of the First
Party is ready to grant Authority to the Second party subject to such terms as enshrined in this MOU.

2.6 The Second Party has agreed to pay the non refundable fee for grant of authority to run Bachpana
play school to the First Party as per the schedule mentioned in this MOU.
2.7 The Second Party will acquire authority to use the brand name and services of the First Party only after
making the complete payment of the non refundable fee to the First Party and only after execution of the
Agreement of Authority with the First Party.
2.8 The First Party and Second Party will execute Agreement of authority within a period of ____________
days/week from this MOU and failure of the Second Party to execute the said Agreement, will entitle the
First Party to terminate the MOU and forfeit the non refundable fee. The Second Party has gone though
the terms of Agreement to be executed and shall not raise objection/grievance at the time of signing of
the agreement. Non-Execution of agreement will lead to termination of MOU and forfeiture of the fee for
grant of authority.
2.9 The execution of this MOU does not in any way confer status or any other such right(s) upon the Second
Party and Second Party shall not commence running of play school under the brand of the first party till the
execution of Agreement and till the complete payment of non-refundable fee to the First Party.
3. OBLIGATIONS OF SECOND PARTY
3.1 The Second Party prior to the entering of the Agreement of Authority shall have an infrastructure of its
own including the premises, equipments at the said premises to facilitate the efficient running of play
School which may be granted under the Agreement. The Second Party shall create and develop the
infrastructure at the guidance and directions of the team of architects and interior designers of the First
party at its cost and expenses.
3.2 The Second Party undertakes to posses such infrastructure, financial and administrative means,
resources etc. as per the standards required for granting of service of Bachpana play school.
3.3 The Second Party will only use the Manual and Equipment, including Furniture, kits, uniforms etc of the
brand and specifications as prescribed by the First party and will purchase the same either directly from
the First Party or from its authorized/approved supplier, as the case may be for different items of
Manual and Equipment.
3.4 The Second Party shall not claim any infrastructural cost from the First Party under any circumstances
whatsoever, including cost of furniture, interiors, uniforms, other items of Manual and Equipments etc.
supplied to the Second party at any time.
3.5 The investment made by the Second Party as stated above does not by itself entitle the Second Party
for the grant of services of Bachpana play school.
3.6 The Second Party prior to the entering of the Agreement shall adhere to any/all such Prescriptions/
conditions pertaining to Services, Manuals, Equipments Marks etc. as prescribed by the First Party for
the efficient set up of play School under this Agreement.

3.7 The Second Party shall pay above said one time non-refundable fee of Rs. _____________________
______________________ (applicable taxes extra) to the First Party as per the schedule given below:
CHEQUE DETAILS

SERVICE TAX DETAILS

Ch. No.: __________ Dt. _________ Amt. __________ Ch. No.: __________ Dt. _________ Amt. __________
Ch. No.: __________ Dt. _________ Amt. __________ Ch. No.: __________ Dt. _________ Amt. __________
Ch. No.: __________ Dt. _________ Amt. __________ Ch. No.: __________ Dt. _________ Amt. __________
Ch. No.: __________ Dt. _________ Amt. __________ Ch. No.: __________ Dt. _________ Amt. __________
Ch. No.: __________ Dt. _________ Amt. __________ Ch. No.: __________ Dt. _________ Amt. __________

3.8 The Second party agrees with the First Party that the first party has incurred substantial expenses and
costs by way of advertisement and for short listing the parties for grant of services and, therefore, the
this fee is non-refundable and Second party will not demand refund of the same under any
circumstances.
3.9 If Second Party makes default in the payment of onetime non-refundable fee as per the schedule
mentioned above to the First Party shall reserve the right to forfeit the paid amount and terminate this
MOU with immediate effect and to claim the balance of fee.
3.10 The Second Party before making complete payment of the non refundable fee, will not use or represent
itself to have any authority or right to use the Brand Name, Marks, or Brand Image of the First Party for
running the play School and any such representation or running of school under the Brand name of the
First Party will be illegal, unauthorized and liable to be acted upon by the First Party for seeking the
damages etc. against the Second Party and other legal action as permissible under the law.
3.11 The Second Party shall further pay Auxiliary Educational Services Charges (AESC) to the First Party at
the rate of ________ % of the gross collections of fee received by the Second Party from the students at
the Centre on monthly basis along with taxes for use of services relating to imparting any skill, know
how, knowledge, education or development of course content or any other knowledge enhancement
activity, for the students and the faculty of the Bachpan... a play school or any other services of a similar
nature.
3.12The Agreement of grant of authority shall subsist for a term/period of Five years.
4. OBLIGATION OF FIRST PARTY
The First Party will execute grant of Authority for running Bachpana play school with Second Party
after complete payment of above said non-refundable fee and will comply with obligations as stipulated
in the agreement of authority to be executed.

5. TERMINATION OF MOU
5.1 Failure of Second Party to fulfill its obligations as specified in this MOU or violation of all/any of the
terms and conditions of this MOU, including non payment of one time non-refundable fees, non
adherence to the time schedule etc. use of the brand name, marks, IPR and running of school without
executing the agreement shall entitle the First Party to terminate/cancel this MOU with immediate
effect.
5.2 Upon violation/breach of the terms and conditions of this MOU as mentioned above the First Party may
terminate this MOU by sending a written communication to the Second Party in that behalf.
5.3 The Second party upon termination will bear on its own all costs and consequences, for the cost of
Infrastructure, resources, furniture, interiors, all Manual and Equipments etc. purchased by the Second
Party for the for the play school under the brand of the First Party and will not demand refund of any
amount in that behalf from the First Party. First Party is not liable for any such costs incurred by the
Second Party.
6. AGREEMENT
The Parties to this MOU shall enter into the Agreement in due course of time, not exceeding _________
days from the date of singing of this MOU.
7. INDEMNITY
The Second Party shall indemnify and keep the First Party fully indemnified against all claims,
demands, damages, losses, expenses and costs which the First Party may suffer or incur as a result of
breach of any of the provision(s) of this MOU by the Second Party.
8. ARBITRATION
(a) The First Party and the Second Party, voluntarily and out of their own free will agree that any dispute or
differences arising out of or incidental to, directly or indirectly, to this Agreement, shall be adjudicated
between the parties by way of arbitration conducted under Arbitration and Conciliation Act, 1996 or any
amendment thereof. The Second Party is ready and willing to submit itself to such arbitration
proceedings, to be conducted by sole arbitrator, who shall be appointed by the First Party. The Second
Party has full faith in the First Party that the sole arbitrator appointed by the First Party shall be impartial
in the conduct of arbitration proceedings between the parties. The Second Party shall not object to or
challenge, right of the First Party to appoint sole arbitrator, as a ground for seeking appointment of any
other arbitrator.
(b) The language of arbitration proceedings shall be English only.
(c) The place of arbitration shall be at Delhi only and the venue of arbitration shall be at the place as fixed
by the sole arbitrator at Delhi.

9. JURISDICTION
The parties to this Agreement voluntarily and out of their own free will mutually agree to fix the courts at
Delhi only and to the exclusion of any other place of jurisdiction, as the venue for the purposes of
jurisdiction for the adjudication or settlement of all disputes between the parties to this Agreement.
The terms and conditions set forth in this clause shall survive the termination or expiration of this
Agreement.
In witnesses whereof the parties to this Agreement execute and sign this Agreement on this _________
day, ______________ month of 20______.
WITNESSES

1.

(For First Party)

2.

(For Second Party )

This MOU must be accompanied with value paper/court paper

DOCUMENTS REQUIRED (Franchisee)

I-Card (Aadhar Card/Voter ID/Driving License)
Pan Card

All Cheques

Two Photographs

Franchisee Applications Form

WITNESS

I-Card (Aadhar Card/Voter ID/Driving License)

Two Photographs

India ka Favourite Play School

Corporate Office: S. K. Tower, 9988/B-1, Sarai Rohilla, New Rohtak Road, New Delhi-110005
# 011-28711111 (10 Lines)