Contract for various training & manpower services & facilitation

DATED
_______________________, 2025
BETWEEN

BALAJI SKILLNEXUS COUNCIL

AND
_________________________________________________

This Memorandum of Understanding (hereinafter referred to as the “MOU”) is made and executed
on this __________________________ (“Effective Date”) by and between:

BALAJI SKILLNEXUS COUNCIL, a non-profit entity and having its registered office at The Meridian,
12th Floor, E-2-4, GP Block, Sector V, Bidhannagar, Kolkata, West Bengal 700091, West Bengal -
700091, represented by Mr. Sudipta Mondal (hereinafter referred to as “First Party”)

AND
________________________________________ an organisation having its registered office at
__________________________________________________________________________________, represented by its authorized
signatory Mr. ______________________ (hereinafter referred to as “Second Party”)

Purpose of MOU
This MOU establishes a framework for the association of both the parties in order to execution of
different skill development programs. This MOU will be exclusive in nature.
Whereas:
First Party approached to the Second Party for getting different services & facilitation relevant to the
implementation of skill development training or infrastructure or placement and the Second Party is
shown their interest to the First party to become a Second Party for providing necessary services as &
when required basis Into any project as per the project guideline.
Now both parties hereby affirm that they shall work towards the implementation of any project in
letter and spirit.
Now both the parties mutually agreed with following terms & conditions.

Duration /Term of Agreement

i) This Contract is valid for 24 months from the date of execution and shall also be valid up to
extension period, if any.
ii) The contract can be renewed for another term subject to the mutually agreed terms &
conditions.

General Terms & Conditions

Scope of work

1) Second Party will be in complete association with the first party during the agreement tenure
and will be eligible to accept all the project proposals from the First Party including the details
of deliverables & financial offerings.
2) Second party will be approved for any project proposal by First Party as per the capacity of
deliverance of the Second Party.
3) First party will issue work order to the Second party for any project execution upon approval
of the same.
4) First party will have every right to revoke the work order in any stage of the project if there is
found any intentional delay or negligence or non-compliance or malpractices done by the
Second party.
5) Second party will have no right to utilise the brand name or any other intellectual property of
the First party or any project authority without the prior approval of the First party.
6) Second party must maintain the confidentiality of any project work order terms & conditions
and must not make it public in any circumstances without the approval of the First party.
7) Both the parties can terminate the agreement with a 60 days prior notice stating the proper
reasons. Both the parties will honour any running project upto the completion which will not
be affected by the termination process.

Responsibilities of the Second party

1) Second party will have to extend its services to the First party for Infrastructure or manpower
or other facilities as per the work order of any project.
2) Second party will prepare all the relevant operational reports as per the need of the project &
will submit to the First party as & when required.
3) Second party will have to deploy the necessary team and an SPOC for any individual project.
4) Second party will have to address any operational challenges to the First party on immediate
basis.
5) For any financial settlement second party has to raise proper invoice to the First party as per
the work order terms.
Responsibilities of the First party

1) First party will arrange to engage the second party with different skill development projects
during the tenure of the agreement.
2) First party will support the Second party by arranging any training required to execute the
project.
3) First party will address any operational challenges faced by the Second party on as & when
basis.
4) First party will review the performance of the second party and will make decisions for the
renewal of the agreement.

Financials

- Second party has to pay to the First party a sum of Rs. 1,50,000/- (One Lakh Fifty Thousand)
refundable platform fees to execute this agreement under the following terms .

The platform fees will be adjusted proportionately with any damage caused by the non-performance
of the second party during the execution of any project within the agreement tenure.

The platform fees will be returnable without interest to the second party as 5% (Five percent) extra
payment in addition to every work order value until the complete adjustment of the platform fees.

Platform fees will be completely refunded by the First party to the Second party if First party fails to
issue any project proposal or work order within the first six months after the execution of the
agreement.

First party will be liable to refund any residual amount of the platform fees to the second party if it is
not adjusted with the total work order values as stated above during the complete tenure of the
agreement and will be refunded within 30 days after the expiry of the agreement

There will be no renewal fees for this agreement.

Any payment to the Second party by the First party against any work order will be Back to Back basis
exclusively and will be made only upon the receipt of the same by the First part from the Project
Sponsoring Authority.
- Communication

All notices and communication under this MOU shall be addressed to the following representatives of
the parties as detailed below-

In the Case of notices to First Party:

Name : Sudipta Mondal

Designation : Chief Operating Officer
Email Id : sudipta@balajiskillnexus.in
Mobile No : 8420763049

In the Case of notices to Second Party:

Name : ____________________________
Designation : _____________________________
Email Id : ______________________________
Mobile No : ____________________

Infringement of Intellectual Property

That the First Party and Second Party agree not to cause or permit anything which may adversely
affect the intellectual property of either of the parties or any third party or the Project sponsoring
authority. Both agree to bring to the attention of the other party if any infringement or threatened
infringement of the intellectual property which may come to attention.
Confidentiality

Both Parties agree to respect confidentiality of technical knowledge provided to each other during the
term of this Contract and not to share with any third party.
Arbitration

That in case of any dispute or differences arising out of this agreement between the parties, the same
shall be referred to the arbitrator mutually appointed by both the parties. The decision of the
arbitrator shall be final and binding upon both the parties. The Venue of the Arbitration shall be at
Kolkata. Language shall be English. The parties shall bear all the costs and expenses of the Arbitral
Tribunal equally, except their own attorney fees.
All disputes shall be resolved as per the Government of India / Government of West Bengal policies
and applicable Indian Laws. However, the arbitration shall be governed by the Indian Arbitration and
Conciliation Act, 1996
INDEMNITY AND LIMITATION OF LIABILITY

In the event of any proven breach by a Party of any representation, warranty, covenant, or agreement
made or given by it in this Agreement, such Party undertakes to indemnify and hold harmless the other
Party, its Affiliates, directors, partners, officers, employees, agents and representatives to the extent
of any and all Damages suffered or incurred by them in relation to such breach of representation or
warranty, covenant or agreement.
In no event shall a Party be liable to the other, whether in contract, tort, under any warranty or any
other theory of liability, for any special, incidental or consequential damages, including, but not limited
to, lost business or profits.
It is understood and agreed that in the event of a breach of the obligations of confidentiality by the
Recipient, damages may not be an adequate remedy and the Disclosers shall be entitled to apply for
appropriate injunctive relief to restrain any such breach, threatened or actual.
The Second Party hereby agrees to indemnify, keep indemnified and hold harmless First Party and its
officers, partners, directors and employees, from and against any and all claims, demands, obligations,
actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs
(including settlement costs), expenses associated therewith (including the payment of reasonable
legal charges and disbursements) and losses (including but not limited to any direct, indirect or
consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs
(calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising
out of or in connection with any breach by the Second Party of any term of this Services Agreement or
arising out of any action brought by any third party relating to the Partner Services provided (or not
provided), or actions (or failures to act), of the Second Party or any person (other than First Party)
acting on its behalf, including, without limitation any action brought in connection with any Data
Protection Legislation, Intellectual Property Rights, or a Customer visit to the Second Party's place of
business. The Second Party acknowledges that First Party enters into this MoU as an agent on behalf
of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively,
the “Indemnified Third Parties’”) and that the rights in respect of indemnification set out shall be rights
and benefits of each such Indemnified Third Party (as if, in each case, a party to this Services
Agreement in its own right). Such rights shall be enforceable under this Services Agreement by First
Party as agent for each such Indemnified Third Party.. Notwithstanding the foregoing, the Second Party
and First Party may agree in writing to amend any provision of this MOU without the consent of any
of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on
any Indemnified Third Party hereunder.
This Section shall survive the termination or expiry of this Services Agreement.
Force Majeure

No failure or omission by any of the parties to perform any of the terms and conditions under this
contract shall give rise to any claim against such party or be deemed breach of this contract if such
failure or omission arises from an act of God, war or military operations, national or local emergency,
natural disasters (fire, lightening, flood, lockdown, pandemic or such similar disasters), or any other
reason which lies outside the control of the Parties.

Severability

The invalidity of any provision of this contract shall not invalidate other provision of the contract. Any
such gap should be duly modified through amendment to the MOU in writing, with mutual consultation
among all the parties.

By the hands of duly authorized representatives.

First Party Second Party