DRAFT

JOINT VENTURE PARTNERSHIP AGREEMENT

This JOINT VENTURE PARTNERSHIP AGREEMENT made, entered in to and executed on

this _______day of ___________ 2016 (this Agreement).

BETWEEN
CMS IT Services Private Limited, a company incorporated under the provisions of the
Companies Act, 2013 and having its registered Office at CMS House, Plot No. 91, Street No.
7, MIDC, Marol, Andheri (East) Mumbai 400 093; hereinafter referred to as CMS IT (which
expression shall, unless it be repugnant to the context or meaning thereof, mean and include
its successor in business, affiliates and assigns)

AND

__________________., an _____________ (Individual/ Company/Partnership Firm),

_________________________ (Regd. address) ; (Contact No. ________________)
(PAN No. ________________), hereinafter referred to as JOINT VENTURE
PARTNER (which expression shall, unless it be repugnant to the context or meaning
thereof mean and include his successors, legal heirs and permitted assigns), hereinafter
referred to as JOINT VENTURE PARTNER or JVP (which expression shall, unless it be
repugnant to the context or meaning thereof, mean and include its partners, legal heirs of
partners, successors and permitted assigns)

CMS IT and the JOINT VENTURE PARTNER have been hereinafter collectively referred to as
"the Parties" and individually as a Party".

WHEREAS:

A. CMS IT is engaged in the business of designing, developing and imparting training courses
in Information Technology & providing technological education. CMS IT further intends to
promote the sale of the training products in various places in India either directly or indirectly
including through subsidiaries. CMS IT is the exclusive owner of all the rights in the CMS
brand name.

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B. CMS IT has developed the training resources material required in providing education or
training in Information Technology for conduct of Information Technology Training Centre
(Centre or Training Centre) and has exclusive rights on the contents in the same.

C. ___________________ and CMS IT Services Private Limited, have entered into

Memorandum of Understanding (MOU) dated _____________ to setup and operate a
training centre at Hadapsar, Pune. (Centre or Training Centre) for imparting courses
in Information Technology as per the CMS IT Services Private Limited Guidelines as
updated from time to time and CMS IT Services Private Limited has accorded its willingness
thereto.

D. By virtue of said MOU, Joint Venture Partner has paid Rs.______/- (Rupees
__________________ only) plus service tax, as a non-refundable authorization fees and
provided Bank Guarantee of Rs. _______________/- to CMS IT.

E. The Joint Venture Partner has informed CMS IT of its intention to extend and operate the
authorized Centre jointly with CMS IT at the Territory under its brand name for the period
of __________ years from ________________ till _________ on such terms and
conditions as are herein mentioned. JOINT VENTURE PARTNER has obtained all
necessary approvals / permissions for running a Center in the said Territory.

F. CMS IT has been continuously, regularly and extensively using the Trade Marks CMS
in relation to its various business and spent huge sums of money in advertising the
Courses under the said Trade Marks, through various media of advertisement. CMS IT
hereby states that it is the registered owner of the Trade Mark CMS. The said Trade Marks
by virtue of its exclusive use by CMS IT over the years has/have acquired a distinct
characteristic, reputation, name and goodwill with the public at large.

G. JOINT VENTURE PARTNER desires to obtain a non - exclusive, non-transferable and

non-assignable license to conduct training in the courses designed and developed by CMS
IT in the Territory and has approached CMS IT for jointly working as JOINT VENTURE
PARTNER with the grant of a limited license to use its technology, know-how and the said
Trade marks for the purpose aforesaid and to carry on such business as Joint Venture
Partners of CMS IT and permit to usage of the Technology, know-how and the said Trade
Marks within the Territory during the existence of this Agreement, upon the terms and
conditions as mutually agreed upon and recorded hereinafter.

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IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. DEFINITIONS:
a) Administrative Staff: Administrative Staff shall mean the personnel deployed at Training
Center other than the faculty and commercial staff. This shall include all administrative,
accounting, housekeeping staff, security etc.
b) Authorization Fee: An up front fee paid to CMS IT upon signing the MOU for the rights
assigned in this Agreement.
c) Books of Accounts: All the books, records and registers required to be maintained by
Administrative Staff at the Training Centre and such other records maintained by JOINT
VENTURE PARTNER in relation to the business conducted in pursuance of this
Agreement.
d) Commercial Staff: Shall mean the staff engaged in counseling of prospective students at
the Training Centre.
e) Course: Each education/ training activity containing one or more modules.
f) Course Fee: Means the gross amount of fee received or to be received by the JOINT
VENTURE from any student or on behalf of any student from any Bank, organisation, Credit
Card or Cash.
g) Faculty: The term Faculty shall mean the person who is approved by CMS IT and who is
authorized to impart training at the Training Centre subsequent to such authorization.
h) Intellectual Property: Intellectual Property shall mean all the CMS IT trade name, Trade
Mark or other service mark, the goodwill associated therewith; copyrights; pending or
issued registrations for all or any of the foregoing; patents and patents applications; un-
patented inventions, trade secrets, and their proprietary information, computer
programmes, processes, formulas, and methods and all other intangible proprietary rights
of any kind.
i) IT Infrastructure: Shall mean and include the computers, servers, other hardware,
peripherals, devices, software & internet connectivity required to be installed at the Training
Center for imparting training & conduct of day to day operations.
j) Joint Venture: Means the Joint Venture between CMS IT and JOINT VENTURE
PARTNER to operate a CMS IT Authorised Training Centre.
k) Non-IT Infrastructure: shall mean the interiors, furnishing, electrical fittings, air-
conditioning, UPS, generator, electrical & network cabling, library, staff area, drinking
water, rest rooms & toilets, as required by CMS IT and such upgradation thereof as may
be required by CMS IT from time to time.
l) Permission: Means the non-exclusive and revocable authorisation or renewal thereof for
the conduct of courses as granted under this Agreement, whether such authorisation is
granted by a license, resolution, contract, certificate, and agreement or otherwise.
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m) Revenue Sharing: A continuing sharing of revenue by JOINT VENTURE PARTNER and
CMS IT as a percentage of the course fee collected throughout the term of this Agreement.
n) Technical Staff: Shall mean the staff engaged in training students at the Training Centre.
o) Training Centre: Means the place informed to CMS IT where training as per the courses
designed and developed by CMS IT is imparted by the JOINT VENTURE PARTNER.
p) Technical Know-how: Shall mean CMS IT's courses, course materials, marketing
material, method of instruction etc. The said term shall include any future improvements
disclosed by CMS IT hereof, which CMS IT shall not be bound to disclose but shall not
include any technical information which may have been developed, or which may in the
future be developed by CMS IT jointly with third parties, or may be obtained by CMS IT
from others under circumstances prohibiting further disclosure.
q) Territory/Vicinity: shall mean the area within two kilometers of radius from the location of
the Training Centre.
r) Trade Mark: Trade Mark means the Trade Mark "CMS" or CMS IT as depicted in Clause
5 to this Agreement.
Other terms used in this Agreement but not defined in this shall have the meanings given to
them in the preamble or recitals to this Agreement or wherever such terms first
appear in this Agreement.

2. GRANT
CMS IT hereby grants to the training JOINT VENTURE PARTNER a non-exclusive, non-
transferable and revocable authorization to jointly conduct under a JOINT VENTURE,
training under its name as more particularly described in this Agreement and JOINT
VENTURE PARTNER has agreed to accept the same.

3. DURATION
The term of this Agreement and all rights and privileges, obligations and restrictions
pertaining thereto shall be for a period of ________ years from _________ (hereinafter
referred to as Effective Date) till ___________, unless extended or terminated sooner as
hereinafter provided. Notwithstanding the above, JOINT VENTURE PARTNERs
obligations as mentioned under this Agreement shall remain in force even after the
termination of this Agreement.

4. EFFECT OF ACCEPTANCE
JOINT VENTURE PARTNER represents and warrants that it has the capacity to enter into
this Agreement and agrees to comply with each and every provision of this Agreement.

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5. REPRESENTATIONS AND WARRANTIES OF JOINT VENTURE PARTNER
a) CMS IT hereby grants the JOINT VENTURE PARTNER a non-exclusive, non-transferable
license to use within the Territory a Joint Venture to be operated jointly by CMS IT and
JOINT VENTURE PARTNER including all its Trade Mark in connection with CMS ITs
training curriculum and official correspondence during the existence of this Agreement.
b) JOINT VENTURE PARTNER acknowledges CMS ITs exclusive ownership of the Trade
Marks and the validity of any applications for the registration of any Trade Marks. It is
understood that JOINT VENTURE PARTNER shall not by virtue of use of the Trade Marks
acquire any ownership interest in the Trade Marks application or Trade Marks registration
and JOINT VENTURE PARTNER specifically acknowledges that all rights and/or goodwill
that might be acquired by every permitted use of the Trade Marks shall inure to the benefit
of CMS IT. JOINT VENTURE PARTNER agrees and undertakes not to use, adopt or
register, whether during the term of this Agreement or after termination thereof as a
Trade Mark or trade name any word or symbol which is or may be confusingly similar
to the Trade Marks of CMS IT.
c) JOINT VENTURE PARTNER shall when using the Trade Marks, so describe the Trade
Marks as to indicate clearly that the Trade Marks are the sole property of CMS IT and that
they are being used by JOINT VENTURE only with the permission of CMS IT.
d) The said Trade Mark shall at all times be used in relation to CMS ITs courses in such
manner so as to make it conspicuously clear to all concerned, on the letter-heads,
correspondence, envelopes, and other advertising material that it is a limited licensee of
CMS IT in respect of the Trade Mark. Without limiting the foregoing, JOINT VENTURE
PARTNER undertakes and agrees and to use the Trade Mark only on literature approved
in advance in writing by CMS IT.
e) Nothing herein contained shall restrict the right of CMS IT to use the said Trade Mark in the
Territory.
f) All advertising and promotion of the Courses shall be subject at all times to the
reasonable requirements of CMS IT which may be established from time to time for the
protection of the said Trade marks and the goodwill associated with the said Trade
Marks and Courses.
g) JOINT VENTURE PARTNER agrees to comply with rules set forth from time to time by
CMS IT with respect to the appearance and manner of use of the Trade Mark. JOINT
VENTURE PARTNER agrees not to use the Trade Mark so as to appear in a manner not
specifically provided for by CMS IT. Representative specimens showing the use of the
Trade Mark by JOINT VENTURE PARTNER shall be sent to CMS IT semi annually,
or more frequently if requested by CMS IT.

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h) JOINT VENTURE PARTNER undertakes to conduct the business in a manner so as to
maintain the already acquired excellent reputation and goodwill in the market place, of the
said Trade Mark by CMS IT.
i) JOINT VENTURE PARTNER undertakes that it shall not use dilute, prejudice, jeopardize
its value, significance, distinctiveness or validity of its mark and will only use the said Trade
Mark for the purposes as specified in these presents.
j) JOINT VENTURE PARTNER undertakes that it shall not alter the distinctive design, get-
up, colour scheme, etc. of the trade mark.
k) JOINT VENTURE PARTNER shall during the continuance of this Agreement, use its best
endeavors to promote the goodwill and reputation of the said Trade Mark and the
Courses and shall make all efforts to combat any infringement of the said mark by any
other person and in the event of such infringement or suspected infringement coming
to its knowledge, JOINT VENTURE PARTNER shall forthwith give written notice
of the same to CMS IT and will give CMS IT such assistance as may be required by it in
any proceedings with respect to such infringement.
l) JOINT VENTURE PARTNER agrees not to use CMS ITs corporate name, "CMS or CMS
IT in any manner whatsoever, except as stated in this agreement.
m) JOINT VENTURE PARTNER shall comply with all laws and regulations pertaining to the
proper use and designation of Trade Mark in and particularly shall at all times identify the
Trade Mark as a "Trade Mark of the CMS IT Services Private Limited or such other similar
designation required or permitted under the laws of India.
n) Any other use by JOINT VENTURE PARTNER of the name "CMS or CMS IT or CMS
IT Services Private Limited or any other like words/ phrase is prohibited, unless authorised
in advance in writing by CMS IT.
o) If, in the sole discretion of CMS IT, it is required or advisable for the purpose of making this
Agreement enforceable, or for the purpose of maintaining, enhancing, or protecting CMS
ITs rights in the Trade Mark, to record this Agreement or to enter JOINT VENTURE
PARTNER as a registered or authorised user of the Trade Mark, CMS IT will attend to such
recording or entry, and JOINT VENTURE PARTNER will execute and deliver to CMS IT
such instruments or documents as may reasonably be required. Whenever the attention of
JOINT VENTURE PARTNER is called by CMS IT to any such confusion or risk of
confusion, JOINT VENTURE PARTNER agrees to take appropriate steps immediately to
remedy or avoid such confusion or risk of confusion.
p) JOINT VENTURE PARTNER agrees not to use or register in any country any Trade Mark
resembling or confusing or similar to CMS ITs Trade Mark.
q) JOINT VENTURE PARTNER admits the validity of the Trade Mark and agrees that any
and all rights that might be acquired by the use of the Trade Mark by JOINT VENTURE
PARTNER shall inure to the sole benefit of CMS IT.
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r) JOINT VENTURE PARTNER hereby declares that it has and shall claim no right
whatsoever on the said Trade Mark which it hereby acknowledges and shall remain the
absolute property of CMS IT at all times.
s) JOINT VENTURE PARTNER shall fully indemnify and hold harmless CMS IT against
any and all claims, losses, damages, expenses or liability arising out of the conduct
of the courses and/or any claims against unauthorized use of the said Trade Marks and the
same shall inure to the benefit of the successors and assigns of the CMS IT and CMS IT
shall have the right to assign this Agreement with respect to the Trade Mark to corporations
controlled by CMS IT. This Agreement shall not be assigned or transferred by JOINT
VENTURE PARTNER without the prior written consent of CMS IT.

6. THE JOINT VENTURE PARTNER shall as a pre-requisite for continuation of the

authorization for operation of the Training Centre, granted under this Agreement at all times
comply with the following to the satisfaction of CMS IT:
a) Installation of IT & non-IT Infrastructure as informed to the JOINT VENTURE PARTNER
along with the color schemes as agreed upon.
b) Agreed number of Faculty/Trainers.
c) Agreed number of marketing staff.
d) Agreed number of Administrative Staff.
e) Installation and maintenance of Internet Connectivity as per agreed upon infrastructure
requirements.
f) Conduct training in compliance with CMS IT Guidelines.
g) Be in compliance with the requirements of this Agreement.

7. Upon termination of this Agreement howsoever occasioned, the said Trade Mark shall
revert forthwith to CMS IT and the JOINT VENTURE PARTNER shall forthwith discontinue
any use whatsoever of the Trade Mark, formula, know-how, and technology of CMS IT
in connection with any goods, services or business or any other word or words or names
so closely similarly in sound, appearance or meaning to the Trade Mark so as to be likely
to cast conclusion or deception or detract from or adversely affect the rights, of CMS IT
in the said Trade Mark.

8. TECHNICAL KNOW-HOW LICENCE

a) CMS IT hereby grants the JOINT VENTURE to be operated jointly by CMS IT and JOINT
VENTURE PARTNER for the term of this Agreement and any renewals thereof, upon the
terms and conditions contained herein, non-exclusive, non-transferable and non-
assignable right and license to use the Technical Know-how for imparting CMS ITs courses
in the Territory. JOINT VENTURE PARTNER shall use its best efforts to
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 promote the sale of the Courses in the Territory. Further, JOINT VENTURE PARTNER
shall, from time to time, furnish CMS IT with reports and forecasts of market conditions and
developments in the Territory.
b) The Technical Know-how and technical assistance shall be furnished by CMS IT to JOINT
VENTURE PARTNER in English.
c) CMS IT shall furnish JOINT VENTURE PARTNER the Technical Know-how at such time or
times during the term hereof as may be mutually agreed. JOINT VENTURE PARTNER
shall acknowledge in writing the receipt of the technical documentation and all other
Technical Know-how. All drawings and other documents incorporating the Technical Know-
how and all notes and copies made there from by JOINT VENTURE PARTNER shall be
marked with the words: "Confidential property of the CMS IT Services Private Limited."
d) CMS IT shall be under no obligation to provide JOINT VENTURE PARTNER
Technical Know-how or other information, the disclosure of which might involve a breach
of the rights of a third party or violate Indian or any laws and regulations.
e) Nothing contained in this Agreement shall entitle JOINT VENTURE PARTNER to develop,
test or impart similar courses outside the training centre except in case of corporate training
to be imparted on site.
f) JOINT VENTURE PARTNER hereby acknowledges that all Technical Know-how
Licensed hereunder and all other Confidential information disclosed to it by CMS IT
pursuant to this Agreement shall at all times, both during and after the term of this
Agreement, remain the exclusive property of CMS IT and that, in receiving disclosure,
JOINT VENTURE PARTNER shall not acquire any proprietary interest whatsoever
therein and if at all it is acquired by virtue of law then shall be assigned/transferred to the
CMS IT at no cost to CMS IT.
g) JOINT VENTURE PARTNER may upon authorization granted by CMS IT and on payment
of such fee as may be directed by CMS IT, conduct courses wherein CMS IT has entered
into a Strategic Alliance Tie-up for such specified courses.
h) JOINT VENTURE PARTNER shall not directly or indirectly disclose or
permit anyone on its behalf to disclose, any of such Technical Know How or
Confidential Information, but shall carefully guard and keep secret all such Technical
Know-How and Confidential Information. JOINT VENTURE PARTNER's obligations of
non-disclosure and non-use shall survive Termination of this Agreement. JOINT VENTURE
PARTNER shall not allow anyone other than CMS IT or those authorized by CMS IT
to have access to or use Technical Know-How or Confidential Information at any time,
shall make use thereof only during the term of and solely to carry out the purposes and
intent of this Agreement, and upon the termination of this Agreement, shall surrender to
CMS IT all documents, including, but not limited to, plans, blueprints,
specifications, formulae, descriptions of processes an designs, all computer software
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 and all other tangible things relating to Technical Know-how and
Confidential Information and shall not thereafter use such Technical Know-how or
Confidential Information.

9. RESPONSIBILITY OF CMS IT- ASSISTANCE AND TRAINING

A. CMS IT shall during the term of this Agreement be responsible for the following with respect
to the TRAINING CENTRE:
a) Decide the fee structure for students for various courses introduced from time to time
at the TRAINING CENTRE
b) Schedule the training and enroll students at the TRAINING CENTRE through its
marketing advice and assistance in method of delivery of the courses.
c) Advice and assist in obtaining computers and other peripherals necessary for conduct
and delivery of the Courses on an economically sound basis.
d) Advice for business development
e) Advice and assistance in respect of the analysis and evaluation of data and
information concerning THE JOINT VENTURE PARTNER conduct of the classes and
shall consult with THE JOINT VENTURE PARTNER personnel to recommend
solutions to problems
f) Advice and assistance in course scheduling method
g) Provide training to the Faculty at the time of recruitment and at the time of launch of
new courses
h) Provide product training to the Faculty and Counselor at the time of recruitment and at
the time of launch of new courses
i) Provide courseware, displays (soft/hard copy) & brochures (based on average walk-
ins) at the time of launch of new courses or based on necessity however, under certain
circumstances the Joint Venture Partner may have to buy courseware & examination
vouchers on paying appropriate charges to CMS IT.
j) If the JOINT VENTURE PARTNER fails to carry out its obligations under the terms of
this Agreement, within the time provided in this Agreement (or, if no time is specified,
within a reasonable time as instructed by CMS IT), CMS IT may take such steps as
may be necessary to enforce the terms and conditions of this Agreement. However,
CMS IT shall levy a penalty for such non adherence of timelines and/or non
compliances at the sole discretion of CMS IT

In carrying out the assistance as mentioned herein above, CMS IT shall arrange to provide
by correspondence and other communication, a reasonable amount of services required to
answer inquiries, analyze problems, recommend solutions and provide information
concerning growth.
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B. ADVERTISEMENT
JOINT VENTURE PARTNER shall bear the cost of advertising, marketing and promotions
for the centre.

10. COURSE MATERIAL / MARKETING COLLATERALS

JOINT VENTURE PARTNER undertakes that it would procure all its course materials and
marketing collateral from CMS IT only. The procurement of the course material and
marketing collateral from CMS IT shall be only as per the enrollment of candidates during
the period of this Agreement.

JOINT VENTURE PARTNER shall procure from CMS IT, at cost to be determined by CMS
IT from time to time and give to each student registered for a course such course materials
as would be advised by CMS IT.

11. RECEIPT BOOKS, RED BOOKS, INDUCTION FORMS etc

JOINT VENTURE PARTNER shall not print or get printed any invoices, receipts, red books
, student hand book, induction forms and/or any course materials and the same shall be
supplied/provided to JOINT VENTURE PARTNER by CMS IT only, which JOINT
VENTURE PARTNER shall use. Printing of the above by JOINT VENTURE PARTNER and
unauthorized use of the same shall be construed as a breach of the terms of this agreement
and this Agreement would be liable for termination by CMS IT upon such act by JOINT
VENTURE PARTNER, with penalty which shall be levied at the sole discretion of CMS IT.

12. PAYMENTS AND BANKING PROCEDURES

a) In consideration of the permission hereby granted by CMS IT, JOINT VENTURE
PARTNER has paid to CMS IT a non-refundable authorization fees of INR ____________/-
(Rupees _______________) plus service tax as applicable.
b) The Revenues from the TRAINING CENTRE shall be shared between CMS IT and JOINT
VENTURE PARTNER in the ratio of _____respectively. Both the parties agree that the
Revenues for this purpose means collection value of courses sold directly or indirectly at
the Training Centre during each calendar month of the term and for any period less than
complete calendar month.
c) The gross revenue per month after deducting the applicable service taxes collected by
CMS IT Computer Training Institute shall be shared in the ratio of _____ respectively
between CMS IT and JOINT VENTURE PARTNER respectively. The gross revenue
includes only collection wherein Regular Fee Receipts are issued i.e. i) Student

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 Registration Fee; ii) Student Re-registration Fee; iii) Student Installment Fee; iv) Student
Batch Transfer Fee; vi) Late Payment Charge.
d) The gross revenue however does not include any collection wherein General Fee Receipts
are issued i.e. i.) Administrative Charge ii) Examination Fee iii) Examination Reappearing
Fee; iii) Certificate Modification Charge; iv) SIC Re-preparation Charge; v) Delaying
Charge; vi) Centre Transfer Fee vii) Testing viii) Library Charge ix) Re-evaluation Charge
v) Dishonored Cheque Fine.

CMS IT shall receive all the revenues generated by the JOINT VENTURE PARTNER from
out of the commercial exploitation of the Center only in the name of CMS IT Services
Private Limited.

All the revenues collected by the JOINT VENTURE PARTNER from out of the arrangement
conducted in the said Center will be deposited in the specified bank account as indicated
by CMS IT.

Unless otherwise agreed by the Parties in writing, all payments to be made by the Joint
Venture Partner to CMS IT under this Agreement shall be made in full without any set-off
or counter-claim or restriction or condition and shall be made free and clear or any without
deduction of any taxes, levies, duties, government charges, deductions, interest (penal or
otherwise) levied for non-payment or short payment of any taxes or levies, penalty levied
for non-payment or short payment of any taxes or levies, damages, or withholdings of any
nature.

e) CMS IT shall from time to time issue instructions for the mode / manner of collections to be
made and the remittance of JOINT VENTURE PARTNER share, through formal notices /
circulars issued by the Corporate Office of CMS IT and/or as per the discretion of CMS IT.

f) CMS IT will have a right to appropriate any sum from the said balance amount towards
adjustment of any sum due and payable by JOINT VENTURE PARTNER to CMS IT
towards course ware, advertising and stationery.

g) CMS IT shall be entitled to change the system and procedure of banking accounts as CMS
IT may consider appropriate from time to time.

h) Joint Venture Partner has provided a Bank Guarantee which shall be returnable without
interest after the termination and/or earlier expiration of this Agreement, if not invoked for
non-fulfillment of its obligations by the Joint Venture Partner. In order to return back the
Bank Guarantee after the expiry and/or termination of the Agreement, the Joint Venture

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 Partner shall be obliged to comply with the obligations on its part and shall obtain a No
objection & No Dues certificate from CMS IT. CMS IT shall return back the Bank Guarantee
within ten (10) days of Joint Venture Partner obtaining said No Dues Certificate from CMS
IT. CMS IT reserves the right to encash the Bank Guarantee without any notice to the Joint
Venture Partner and at its sole discretion in case the Joint Venture Partner fails to adhere
to the terms and/or obligations as envisaged under this Agreement. In case of any non
compliance of the terms as envisaged under this Agreement and/or the MOU, CMS IT shall
have an option either to invoke the Bank Guarantee or levy Liquidated Damages on the
Joint Venture Partner for Rs.1,00,000/- or the actual damage, whichever is higher. In case
there is any ambiguity in computing the actual extent of damage, CMS IT shall have the
right to decide the notional extent of damage.

Notwithstanding the above, in case of occurrence of any circumstances as mentioned

herein below, CMS IT shall invoke the Bank Guarantee:

I. JOINT VENTURE PARTNER terminates the Agreement: In case, the JOINT

VENTURE PARTNER terminates the Agreement, due to any reason prior to
completion of _____ from the effective date of this Agreement, such termination
shall be at a pre condition of obtaining a NO DUES certificate from CMS IT to
compensate CMS IT for the entire damages / cost as may be incurred to CMS IT.

II. Due to Non Compliance of JOINT VENTURE PARTNER, if CMS IT terminates The
Joint Venture Agreement: In case, CMS IT terminates the Joint Venture
Agreement, due to any reasons accredited to the failure of the JOINT VENTURE
PARTNER to provide assistance to CMS IT and/or due to any non compliance
and/or breach of the terms of this Agreement and/or MOU, prior to completion of
_____ from the date of this Agreement. CMS IT shall at its sole discretion be liable
to terminate this arrangement. In any such circumstances JOINT VENTURE
PARTNER shall be held liable to compensate CMS IT for the damages deemed to
be incurred by CMS IT prior to any such termination. In case of any financial
discrepancies caused pursuant to this agreement, CMS IT can terminate this
agreement by giving a written notice of 30 days to the JOINT VENTURE
PARTNER.

III. Expiry Of the Agreement: When the Agreement expires, at the end of
____________ from the date of this Agreement and it is decided by CMS IT not to
renew the Agreement with the JOINT VENTURE PARTNER, and at the time of
termination the JOINT VENTURE PARTNER has not completed the courses of

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 students enrolled by the JOINT VENTURE PARTNER at the Training Centre or
has not provided all students with the complete set of standard courseware &
services that are part of the CMS IT offering or has not secured a No DUES
certificate from CMS IT.

IV. Irregularities evidenced by CMS IT under the examination / search / inspection

conducted by CMS IT: If at any event during the term of this Agreement and/or
thereafter, it comes to the knowledge of CMS IT whether through an audit
conducted by CMS IT or otherwise that there are some irregularities undergoing
at the Said Centres, CMS IT shall in any such circumstances levy a penalty to the
tune of actual breach and/or higher value as committed by JOINT VENTURE
PARTNER which includes but shall not be limited to any non compliances by
JOINT VENTURE PARTNER, any intentional breach of the terms, any forgery in
fee receipts and/or books of accounts, non providing of CMS IT authorised fee
receipts, providing of course to students procured form resources other then from
CMS IT and/or standard courseware including exposure to any unhygienic
conditions to the students.

In case, CMS IT continues the operations after the expiry of the Agreement, the existing
Bank Guarantee shall be renewed for further period of engagement or a new bank
guarantee/ Security Deposit shall be provided.

13. AUDIT & INSPECTION

CMS IT shall at its own cost be entitled to appoint an auditor to conduct a quality audit of
the conduct of the business and financial audit of the accounts and records of JOINT
VENTURE PARTNER in relation to the courses at any time during business hours
a) JOINT VENTURE PARTNER shall extend all necessary cooperation to such auditor to
enable him to perform his/her duties.
b) JOINT VENTURE PARTNER shall make available to such auditor all its accounts, records
and other material relating to the courses. The auditor shall also be entitled to interrogate
the person employed by JOINT VENTURE PARTNER for conducting the courses, and, if
so desired by them, to record their statements.
c) On receipt of the report of the auditor CMS IT shall be entitled to address queries to JOINT
VENTURE PARTNER in respect of any points made by the auditor and JOINT VENTURE
PARTNER shall satisfy CMS IT in regard to the points raised by the auditor.
d) If the auditor suggests any changes in the mode of maintenance of accounts and records
in respect of the business, such suggestions shall be informed to JOINT VENTURE

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 PARTNER in writing. The same shall be implemented by JOINT VENTURE PARTNER in
consultation with CMS IT.
e) If such audit discloses any discrepancies, non-disclosure or violation of an obligation of
JOINT VENTURE PARTNER under this Agreement, the same shall be brought to the notice
of JOINT VENTURE PARTNER by CMS IT and JOINT VENTURE PARTNER shall bear
the cost of audit and/or inspection and remedy the lapse on JOINT VENTURE PARTNERs
part to the satisfaction of CMS IT. It is expressly agreed by JOINT VENTURE PARTNER
that CMS IT decision as to audit and/or inspection and its cost is final and binding on JOINT
VENTURE PARTNER.
f) In addition to the appointment of an auditor as hereinabove provided, CMS IT shall be
entitled to cause inspections to be carried out from time to time of the books of accounts
and other records maintained by JOINT VENTURE PARTNER in respect of the business.
The provision applicable in respect of an inspection under this clause shall be as under:
i. CMS IT shall be entitled to depute any person or persons, whether person in its
employment or not to oversee the conduct of the authorised courses.
ii. The person or persons so deputed by CMS IT shall be entitled to do all such acts,
deeds and things, as they may consider necessary for the purpose of overseeing
the conduct of the courses and/or facilities to be provided at the Center.
iii. Without prejudice to the generality of the provision of the preceding sub-clause, the
persons deputed by CMS IT shall be entitled to study the conduct of the classes,
interview faculty members and students, examine test papers of the courses if any
and scrutinize assessments thereof and do all such things as may be necessary to
ensure that conduct of the courses is in accordance with the standards expected
by CMS IT. Further they may also audit fee receipts and/or books issued to
students to check the discrepancy and/or irregularities, if any.
iv. JOINT VENTURE PARTNER shall implement all the suggestions made by CMS
IT in the light of the report of the persons deputed by it to oversee the conduct of
the authorised courses, within 10 days of the receipt of the suggestions.

g) Representative/s designated by CMS IT from time to time for the purpose of quality
assurance will visit the Training Centre periodically. The said representative will:
i. Check standards of academics and projects;
ii. Check quality of classes and level of students including student feedback.
iii. Identify problems and suggest solutions for JOINT VENTURE PARTNERs
implementation.
h) Representative/s designated by CMS IT, from time to time, for the purpose of business
inspection shall also visit JOINT VENTURE PARTNERs Training Centre periodically.
The said representative/s may:
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 i. Inspect and audit any or all books of records and accounts;
ii. Inspect scheduling and calendaring procedure and give suggestions thereof;
iii. Study capacity utilisation and proper sharing of revenues;
iv. Suggest ways and means of increasing capacity utilisation and revenues for JOINT
VENTURE PARTNERs implementation;
v. Suggest such measures as may protect or enhance the interest of the Training
Centre and this arrangement.
vi. Review the reports of the Auditors.

14. REPORTS & FEEDBACK

a) JOINT VENTURE PARTNER shall submit to CMS IT reports, statements relating to the
courses or conduct in such form and manner and at such intervals (at this point in time
every ten days) as may be required, from time to time, by CMS IT.
Without prejudice to the generality of the above provisions, the said statements shall
contain the following information, namely
i. The number of courses being conducted, giving particulars of each course.
ii. The number of students enrolled for each course, the number of dropouts, if
any, and number of students continuing in such courses.
iii. The amount of fees paid or to be paid by each student, and
iv. The total amount collected (along with the copies of relevant invoices and
receipts issued by JOINT VENTURE PARTNER)
The statement shall be verified by an official of JOINT VENTURE PARTNER in a form and
manner required by CMS IT.
b) JOINT VENTURE PARTNER shall ensure an adequate feed back from the students
participating in the courses in the format as designed by CMS IT and ensure that such
feed back is properly recorded and action taken on the suggestions and complaints, if any,
of the students. The records of such feed back shall be open for inspection by CMS IT.
c) JOINT VENTURE PARTNER shall ensure that all records as per CMS IT center
management manual be maintained at the center and the same shall be made available to
CMS IT on demand.

15. EXAMINATION
a) CMS IT shall lay down as it so desires from time to time, aptitude, technical and
communication skill tests which may include viva, admission, project evaluation
procedures, forms, norms and methods for tests and examinations with respect to each
course and JOINT VENTURE PARTNER shall adhere to and follow the same strictly. CMS
IT shall provide tentative dates for the examination which may be subject to change based
on availability of labs, examination rooms, examiners, instructions received by CMS IT from
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 the authorized training partners, on whose behalf CMS IT conducts the training and tests.
The JOINT VENTURE PARTNER shall thereby instruct their students about any such
change in the examination and CMS IT shall in no way be liable for the same, pursuant to
any change in the said schedule. CMS IT Academics Manual shall define CMS IT policies
on examination & certification from time and shall be followed by the Joint Venture Partner.

b) Any examination if it is to be conducted by JOINT VENTURE PARTNER shall be conducted

only in accordance with and as may be prescribed by CMS IT and JOINT VENTURE
PARTNER shall have no say in this regard. CMS IT shall be entitled to prescribe or conduct
preliminary tests to decide as to whether or not any student should be allowed to appear in
the examination to be conducted by CMS IT in respect of a particular course and the
evaluation of the performance of such student for such preliminary tests of CMS IT shall be
binding on JOINT VENTURE PARTNER and the concerned student.
c) JOINT VENTURE PARTNER agrees to hold periodical tests and evaluations in respect of
courses if required by CMS IT.
d) To preserve the question papers and answer books relating to such examinations in such
manner and for such period as may be stipulated by CMS IT.
e) CMS IT shall be entitled to have the answer books scrutinized and, if considered necessary,
moderate the marks awarded at such examinations.

16. CERTIFICATE
JOINT VENTURE PARTNER shall not award any merit certificate or credit to a student
other than those issued or approved by CMS IT and JOINT VENTURE PARTNER shall not
give to any student any letter or certificate regarding his or her performance, proficiency or
achievement in course or in any examination or in evaluation.

17. Students enrolling in CMS ITs courses shall be eligible to apply for the scholarship in the
event of such scholarships being endowed by CMS IT. If any of such candidates are
awarded scholarships, they shall be entitled to rebate in the fees payable for authorised
courses as may be decided by CMS IT and the same shall be borne and honoured by
JOINT VENTURE PARTNER.

18. JOINT VENTURE PARTNER'S OBLIGATIONS AND WARRANTIES

a) JOINT VENTURE PARTNER warrants that it is an organisation existing under the laws of
India and has, full power and authority to enter, execute and deliver this Agreement, and
any other agreements, and to perform its obligations under this Agreement and that, this
Agreement constitutes valid and legally binding obligations of JOINT VENTURE
PARTNER, enforceable in accordance with the laws prevalent in India.
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b) JOINT VENTURE PARTNER warrants that all terms and conditions of this Agreement are
consistent with the laws of land and that none of the terms and conditions of this agreement
violates any law which would contravene the terms as envisaged under this Agreement.
c) JOINT VENTURE PARTNER undertakes that in the event of any complaint or claim being
lodged by any consumer or consumer organization or any other persons, bodies,
authorities etc., due to deficiency, inferiority or otherwise in relation to the courses
delivered by JOINT VENTURE PARTNER, JOINT VENTURE PARTNER shall take
appropriate measures and the whole costs, and the liability, if any, will be that of JOINT
VENTURE PARTNER's. JOINT VENTURE PARTNER hereby indemnifies CMS IT against
any loss or damage arising out of the aforementioned complaint or claim or dispute or any
disputes. JOINT VENTURE PARTNER shall also be liable for any claims whatsoever raised
by any students pursuant to any issue regarding the courses availed by the students at the
Centre. JOINT VENTURE PARTNER shall be solely liable for all such claims raised by the
students and hereby agrees to indemnify CMS IT for all the claims raised by the students
and/or faculty pursuant to this Agreement. The obligations under this clause shall survive
any expiration or termination of this Agreement.
d) JOINT VENTURE PARTNER shall be solely responsible for compliance with all laws,
statutory directions and regulations in force and which are necessary to
comply in relation to the arrangement contemplated under this Agreement. All
costs/liabilities arising from the compliance/non compliance shall be fully and exclusively
borne by JOINT VENTURE PARTNER.
e) JOINT VENTURE PARTNER hereby agrees to indemnify CMS IT of any liability
whatsoever and always keep the CMS IT indemnified against all loss or damage accruing
to or borne by CMS IT due to any acts or any omission on the part of JOINT VENTURE
PARTNER.
f) JOINT VENTURE PARTNER undertakes to keep accurate books and accounts in respect
of the arrangement in accordance with good accountancy custom and the standards set
out in this Agreement and to permit CMS IT to inspect and take copies of any financial
information or records it requires (on reasonable prior notice in the event of inspection after
normal business hours)
g) The JOINT VENTURE PARTNER also agrees to invest a fixed amount every year for
technical upgrade on demand from CMS IT.
h) During the subsistence of this Agreement, JOINT VENTURE PARTNER will not engage in
any business of similar nature or any other business in the said Territory or elsewhere.
JOINT VENTURE PARTNER shall not assign, sub license or sub-contract any of its right
or obligations under this Agreement.
i) The course fee to be charged by JOINT VENTURE PARTNER shall be in accordance with
the Fee structure provided by CMS IT from time to time.
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j) JOINT VENTURE PARTNER shall, subject to the availability of seats and infrastructure in
JOINT VENTURE PARTNERs Centre, accommodate students who has enrolled for any
course in any of the Training Centers of CMS IT and/or are unable to continue his/her
course at the said Centre due to any reason. In such event, JOINT VENTURE PARTNER
will be entitled to receive the proportionate fees from CMS IT or other JOINT VENTURE
PARTNER as the case may be.
k) JOINT VENTURE PARTNER shall follow the improved contents and methodology
introduced by CMS IT from time to time.
l) Not to dispose off or part with or remove any computer or other equipments used for
conducting the Authorized courses, except to replace defective or worn-out equipments by
at least equivalent equipment.
m) All course materials are developed by CMS IT and shall always be the property of CMS IT
and shall not be reproduced.
n) To ensure that JOINT VENTURE PARTNERs Technical & Administrative staff and
personnel employed in connection with the work of training have adequate expertise and
qualifications, skills, experience, integrity and reliability as informed by CMS IT so as to
maintain high quality and standards of training and education in JOINT VENTURE
PARTNERs Centre.
o) JOINT VENTURE PARTNER agrees to provide the Technical & Administrative staff and
that the staff recruited by JOINT VENTURE PARTNER shall be the employees of JOINT
VENTURE PARTNER and shall not at any time claim direct employment with CMS IT.
p) JOINT VENTURE PARTNER warrants that all terms and conditions of this Agreement are
lawful and that none of the terms and conditions of this Agreement violates any law. JOINT
VENTURE PARTNER further undertakes that the liability, responsibility, penalty, if any,
under the law, will be that of JOINT VENTURE PARTNER and not of CMS IT.
q) Where JOINT VENTURE PARTNERs Centre is to be developed, JOINT VENTURE
PARTNER shall at its sole cost and expense, prepare working drawings for JOINT
VENTURE PARTNERs Centre which shall be substantially consistent with CMS ITs
current dcor and floor plans modified only in so far as is necessary to comply with planning,
local building or other regulations. CMS IT warrants that it will be the owner of the copyright
of any plans delivered to JOINT VENTURE PARTNER.
r) JOINT VENTURE PARTNER shall at any point of time have a Faculty of not less than 4
persons who are approved by CMS IT. As and when required, any additional Faculty /
Technical Staff joining the JOINT VENTURE PARTNER shall attend CMS ITs Technical
Training course in the place to be designated by CMS IT. JOINT VENTURE PARTNER
shall be responsible for all costs and expenses in connection with such training including
salary, to and fro travel, local conveyance, accommodation, out of pocket, living expenses
and any other expenses not forming a part of training of the said persons. The said persons
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 shall form part of JOINT VENTURE PARTNERs Faculty at the Education Centre. Further
JOINT VENTURE PARTNERs Faculty shall be required to appear for and pass the
Test/Exam as conducted for Certification by the Testing Company for the
course/application for which the Faculty has been trained. JOINT VENTURE PARTNER
shall inform the Faculty prior to his appointment about such exams and the cost of such
exam shall have to be borne by the said Faculty and/or Joint Venture Partner. If a Faculty
possess the said certification he will still have to undergo training under CMS IT; however
the Faculty may be exempted from appearing for the exam.
s) Further, CMS IT or its affiliates may arrange, as and when required, training at a place of
its choice, where JOINT VENTURE PARTNER may depute such Faculty Members who
require training. All such training shall be charged for and JOINT VENTURE PARTNER
shall also pay for the salary, to and fro travel, local conveyance, accommodation, out of
pocket, living expenses and any other out of pocket expenses.
t) JOINT VENTURE PARTNER may, from time to time, during the term of this Agreement,
send personnel and other representatives to CMS ITs Head Office or Regional Office or to
the nominated Education Centers at dates and times which are convenient to CMS IT and
JOINT VENTURE PARTNER, for consultation with CMS IT on operations, operational
systems, quality control, personnel training, maintenance procedures, of JOINT VENTURE
PARTNERs Centre. The manner in which such training and consultation shall be provided
shall be at the discretion of CMS IT. JOINT VENTURE PARTNER shall pay for from and to
travel, local conveyance, salary, living and out-of-pocket expenses of its personnel and/or
representatives.
u) If it appears to CMS IT that JOINT VENTURE PARTNER does not attain the CMS ITs
specified standard of quality, JOINT VENTURE PARTNER shall be informed accordingly.
On receipt of such information, the JOINT VENTURE PARTNER shall without prejudice
to the CMS ITs rights of termination hereinafter set out
i. not sell or market the Courses with or by reference to the Trade Marks and/or
the Course;
ii. to the extent that such courses have already been sold but the batch has not yet
been started to refund 100% of the fee collected and if the batch has commenced,
to complete its obligations in respect of that batch.
v) JOINT VENTURE PARTNER agrees that CMS ITs special standardized designs and
dcor of the building, equipment and layout, uniformity of approach, and adherence to the
manuals are essential to the image and reputation of CMS IT. 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 CMS IT without any claim from
JOINT VENTURE PARTNER.
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w) In recognition of the mutual benefit accruing from maintaining uniformity of appearance,
service, courses and marketing procedure, it is mutually covenanted and agreed as under:-
i. Except as specifically otherwise authorised by CMS IT, JOINT VENTURE
PARTNER shall not alter the appearance of the exterior or interior of any
premises used as the educational centre of JOINT VENTURE PARTNER.
JOINT VENTURE PARTNER shall maintain the premises and shall promptly
make all repairs and alterations to the premises as may reasonably be
determined by CMS IT to be necessary.
ii. JOINT VENTURE PARTNER agrees to display and maintain CMS ITs trade
marks, trade names, service marks, logos and advertising and promotional
materials including posters at such premises, in the manner authorised by
CMS IT from time to time. JOINT VENTURE PARTNER agrees to maintain
and display signs reflecting the current image of CMS IT. The color, color
scheme, size, design and location of such signs shall be, from time to time as
specified by CMS IT. JOINT VENTURE PARTNER shall not place additional
signs, posters, trade marks, trade names, service materials, in the premises
other than those authorised by CMS IT.
iii. JOINT VENTURE PARTNER shall operate THE TRAINING Centre in
accordance with the standards, specifications and procedures set out by CMS
IT from time to time. JOINT VENTURE PARTNER agrees further that changes
in such standards, specifications and procedures may become necessary from
time to time and agrees to accept such modifications, revisions and additions
which CMS IT, in good faith and in the exercise of its commercial judgment,
considers necessary. JOINT VENTURE PARTNER agrees not to deviate from
the standards as laid down by CMS IT from time to time.

19. In event JOINT VENTURE PARTNER fails to make the payment of any amount due and
payable to CMS IT by virtue of this Agreement, JOINT VENTURE PARTNER shall be liable
to pay interest @ 24% p.a. This is without prejudice to the right of CMS IT to terminate this
Agreement for non-payment of dues.

20. NON-COMPETITION
JOINT VENTURE PARTNER undertakes and agrees that neither JOINT VENTURE
PARTNER nor any other group or Affiliate shall, directly or indirectly own, manage,
operate, join, have any interest in, control or participate in the ownership or be connected
in any manner either on its own or otherwise in or with any body corporate, partnership,
proprietorship, trust, estate, association, or other business entity that directly or
indirectly engages anywhere in the vicinity of the said training centre or causes any

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 other body corporate, partnership, proprietorship, trust, estate, association or other
business entity to engage, anywhere in the vicinity of the said training centre in the
conduct of CMS ITs courses which are presently included in the range of business
activities conducted by CMS IT or may be so included in the future. JOINT VENTURE
PARTNER agrees that the aforementioned non-competition clause shall be operative till
the period of three (3) years post termination of this Agreement.

21. CMS IT WARRANTY

CMS IT warrants that the technical documentation to be furnished to JOINT VENTURE
PARTNER hereunder shall be as currently used by CMS IT in its own commercial training
centres across India. CMS IT makes no further warranties of any kind with respect to the
Technical Know-how or any other information provided under this Agreement and no other
warranties are to be implied.

22. INDEPENDENT CONTRACTOR

This is a principal to principal contract. JOINT VENTURE PARTNER shall be an
independent contractor and shall not be deemed, expressly or by implication,
to be an agent, employee, representative or servant of CMS IT for any purpose.

23. LAWS, TAXES, etc.

In the performance of this Agreement, JOINT VENTURE PARTNER shall comply with
all applicable laws in India and CMS IT shall not be responsible for the consequence
of any violation thereof. JOINT VENTURE PARTNER shall prepare and file all reports and
pay all stamp and documentary taxes and duties imposed by any governmental body of or
in the Territory or in connection with this Agreement. JOINT VENTURE PARTNER shall
pay all duties, tariffs, property taxes, fees and other similar charges, imposed wherever
located.

It is hereby expressly agreed that the entire cost of operating JOINT VENTURE PARTNER
centre shall be borne by JOINT VENTURE PARTNER and CMS IT shall not be required to
reimburse JOINT VENTURE PARTNER in any respect thereto.

24. TERMINATION
This Agreement shall initially be valid for period of _____ years till _______________,
unless sooner determined as hereunder;
a) Notwithstanding anything to the contrary contained in these presents, CMS IT shall be
entitled to terminate this Agreement forthwith at any time without any notice and
without assigning any reason and without liability to pay any compensation,
whatsoever, upon happening of any one or more of the following events;

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 i. JOINT VENTURE PARTNER being amalgamated with / taken over by any other
company, firm or business entity; or
ii. JOINT VENTURE PARTNER takes any action or suffers any action for its re-
organisation; or
iii. JOINT VENTURE PARTNER violates any of the conditions prescribed in these
presents in any manner whatsoever and/or
iv. JOINT VENTURE PARTNER commits breach of any of the conditions stipulated in
this agreement.
v. JOINT VENTURE PARTNERs failure to buy course materials from CMS IT or
unauthorised reprinting/photocopying or otherwise copying of CMS ITs materials
by any means whatsoever shall constitute a material breach of this Agreement.
25. Both parties shall also be entitled to otherwise terminate this Agreement by serving a written
notice of three months to this effect. Notwithstanding the above, it is agreed that CMS IT
may, transfer / assign all or part of its rights under this Agreement to a CMS IT Group
Company.

26. In event JOINT VENTURE PARTNER terminates this agreement without giving the
required notice or the shorter notice, the JOINT VENTURE PARTNER will be liable to pay
a sum of Rs.2,00,000/- as liquidated damages.

27. Termination without Notice and Without Opportunity to Cure

The JOINT VENTURE PARTNER shall be in default under this Agreement, and CMS IT
may, at its option shall forthwith terminate this Agreement with all rights granted hereunder,
without affording the JOINT VENTURE PARTNER an opportunity, effective immediately
upon receipt of notice by JOINT VENTURE PARTNER upon the occurrence of any of the
following events
a. The Joint Venture Partner abandons or ceases to operate the JOINT VENTURE
PARTNER CENTER;
b. The owner of at least a twenty five percent (25%) interest in the JOINT VENTURE
PARTNER, is convicted of a crime that CMS IT believes, in its sole discretion, is
reasonably likely to have an probable adverse effect on the business reputation and
goodwill associated therewith, or the CMS IT's interest therein;
c. Any purported assignment or transfer of any direct or indirect interest in this Agreement,
in the JOINT VENTURE PARTNER, or in all or substantially all of the assets of any
JOINT VENTURE PARTNERS Premise is made contrary to the terms hereof;
d. The Affiliate, [or any owner or employee] of the JOINT VENTURE PARTNER, discloses
or divulges the contents of the CMS IT's Manuals, or other Confidential Information, in
violation of the terms hereof;

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 e. The JOINT VENTURE PARTNER or any owner of the Joint Venture Partner has made
any material misrepresentation in connection with the Joint Venture Partner's application
to the CMS IT for the rights granted under this Agreement;
f. The Joint Venture Partner is in default under the terms of this Agreement, regardless of
whether or not such defaults are cured;
g. The JOINT VENTURE PARTNER loses, through renovation, forfeiture, failure to renew,
or otherwise, any license required with respect to the operation of the Center;
h. The JOINT VENTURE PARTNER, or any employee of the Joint Venture Partner, fails to
successfully complete the initial training required hereby;
i. The JOINT VENTURE PARTNER understates any payment to the CMS IT by ten percent
(10 percent) or more, or understates any such payments in any amount, twice, in any
One (1) year period;
j. An imminent threat or danger to students, public health or safely results from the operation
of Center;
k. The JOINT VENTURE PARTNER knowingly maintains false books or records or submits
any false reports or statements to CMS IT;

28. Upon termination of this Agreement for any reason whatsoever JOINT VENTURE
PARTNER shall have a period of thirty (30) days from the receipt of termination notice, to
dispose off Courses bearing the Trade Marks, provided such Courses are disposed of by
normal commercial channels. JOINT VENTURE PARTNER agrees to cease all use of the
Trade Marks and shall deliver to CMS IT as soon as possible at JOINT VENTURE
PARTNERs expense all unused labels, packaging, advertising or other printed
matter in the possession of JOINT VENTURE PARTNER on which the Trade Marks
appear. It is understood and agreed that CMS IT shall be entitled to apply for cancellation
of the record of JOINT VENTURE PARTNER as a Registered User of the Trade Marks
without the necessity of JOINT VENTURE PARTNER appearing or giving consent to the
said cancellation. JOINT VENTURE PARTNER agrees not to enroll any students at the
Training Centre after the notice (as referred in clause 25) is served upon CMS IT.

29. Upon expiration or termination of this Agreement, CMS IT shall have a first charge on the
entire fees collected by JOINT VENTURE PARTNER from the students in respect of
courses which have remained incomplete and the compensation payable by JOINT
VENTURE PARTNER to CMS IT for conduct of such courses shall be decided by CMS IT
and which shall be binding on JOINT VENTURE PARTNER and JOINT VENTURE
PARTNER shall pay for the said compensation to CMS IT forthwith on receipt of bill/debit
note therefore from CMS IT. Joint Venture Partner agrees to indemnify CMS IT against all
claims and/or losses that may arise upon termination of this Agreement.

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 Notwithstanding the generality of the above, upon the termination of this Agreement CMS
IT may require JOINT VENTURE PARTNER by an interim order of a competent court,
which JOINT VENTURE PARTNER waives the right to contest, immediately to :
1. cease to sell or market the courses with or by reference to the Trade Marks and/or
the Course;
2. refund to the students 100 % fees for such courses which have already sold but
the batches have not yet been started;
3. in case of the batch which was already started complete its obligation in respect of
such batch
a. by completing such batch,
b. where he is unable to or fails to complete the batches to forthwith pay to
CMS IT the fee collected and provide CMS IT the a necessary
infrastructure, space, administrative facilities, cost of faculty (including their
to and for travel, lodging, boarding, local conveyance, salary, living and
out-of-pocket expenses and other incidental expenses) for completing
such batch.

30. Upon expiration or termination of this Agreement, whichever is earlier, JOINT VENTURE
PARTNER hereby agrees that it shall not make any claim on the Trade Name of CMS IT
which belongs exclusively to CMS IT nor shall JOINT VENTURE PARTNER use any trade
name which is deceptively or confusingly similar to the trade name of CMS IT.

31. JOINT VENTURE PARTNER acknowledges and agrees that all the software and other
materials it receives is proprietary and confidential information of CMS IT and JOINT
VENTURE PARTNER agrees not to disclose or provide the software, other material or any
other information which has come to the knowledge of JOINT VENTURE PARTNER by
reason of this Agreement to any third party.

32. NOTICE OF LITIGATION:

CMS IT and JOINT VENTURE PARTNER shall each give the other prompt notice of any
litigation or claim filed against it for which CMS IT is entitled to indemnification under this
Agreement.

33. NOTICES
Any notices or other communication required or permitted hereunder shall be deemed to
have been duly given (a) if delivered in person or by telecopier or other similar

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 electronic transmission means; or (b) if sent by registered or certified mail, return receipt
requested, or by overnight courier, in any case postage prepaid and addressed as follows

CMS IT Services Pvt. Ltd.

CMS House, Plot No: 91,
Street No: 7, MIDC, Andheri (E) Mumbai
400 093 INDIA

or it will be sent to such substituted address as any of the parties has given to others.

34. WAIVERS
No waiver or failure to insist upon strict compliance with any obligation, covenant,
agreement or condition of this Agreement shall operate as a waiver of, or an estoppel with
respect to, any subsequent or other failure.

35. EXPENSES
Except as otherwise provided by this Agreement, each party shall assume its respective
expenses incurred in connection with the transactions contemplated by this Agreement.

36. HEADINGS
The heading in this Agreement have been included solely for ease of reference and shall
not be considered in the interpretation or construction of this Agreement.

37. EXHIBITS AND SCHEDULES

The Exhibits and Schedules to this Agreement are incorporated herein by reference and
expressly made a part hereof.

38. ENTIRE AGREEMENT

All prior negotiations and agreements by and between the parties hereto with respect to
the subject matter hereof shall be superseded by this Agreement, and there are no
representations, warranties, understanding or agreements with respect to the subject
matter hereof other than those expressly set forth herein or in an Exhibit or Schedule
delivered in connection herewith.

39. BENEFIT & BINDING EFFECT

This Agreement shall benefit and bind CMS IT and their respective successors and
permitted assigns. Joint Venture Partner shall assign its rights or obligations hereunder
without the prior written consent of the other parties.

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40. SEVERABILITY
If any provision of this Agreement or its application will be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of all other applications of that
provision, and of all other provisions and applications hereof, will not in any way be affected
or impaired. If any arbitration panel or court shall determine that any provision of this
Agreement is in any way unenforceable, that provision shall be reduced to the extent
necessary to make the provision enforceable.

41. RENEWAL
The parties hereto may, by mutual agreement, renew this Agreement after the term of this
agreement for a further period of 3 (Three) Years and upon payment of renewal fees and
on other terms and conditions, and on completion of such necessary formalities as may be
decided by CMS IT from time to time.

It is understood by and between the Parties hereto that this Agreement shall not be
renewed for the further period until JOINT VENTURE PARTNER pays the renewal fees as
stated above before sixty (60) days from the date of expiry of this Agreement.

If JOINT VENTURE PARTNER is desirous of renewing this Agreement, it shall give due
notice of its intention to renew this agreement in writing, to CMS IT of not less than ninety
(90) days prior to the expiry date.

If within this period of notice of 90 days, either of the parties 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 specified in clause 3 hereto. If such notice of renewal is not given
by JOINT VENTURE PARTNER to this Agreement, JOINT VENTURE PARTNER agrees
not to enroll any students for any courses whose term shall extend beyond the term of this
Agreement and this Agreement shall stand terminated as at the close of business on the
last day of validity as specified in clause 3 hereto. Provided that any training or course
commenced by JOINT VENTURE PARTNER and not completed on or before the last day
of validity, notwithstanding termination of the Agreement, JOINT VENTURE PARTNER
would continue to conduct training in that course to the satisfaction of CMS IT and the
parties shall be bound to observe their agreement herein so far as training for that course
is concerned.

42. The section and subsection headings used herein are for reference and convenience only,
and shall not enter into the interpretation hereof.

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43. ARBITRATION
All disputes and differences between the parties hereto whether during the subsistence
hereof or thereafter and whether relating to the interpretation of any of the terms and
conditions contained herein or any claim or liability of any party or as to the construction of
these presents or as is any matter or things arising hereunder shall be referred to a single
arbitrator to be mutually appointed by both the parties and the decision of such arbitrators
shall be final and binding upon the parties hereto. The arbitration shall be
conducted under the provisions of the Indian Arbitration and Conciliation Act, 1996. The
arbitration proceedings shall be conducted accordance with the provisions of the Arbitration
& Conciliation Act, 1996. The arbitration proceedings shall be carried out in English and
the venue for the Arbitration Proceedings shall be Mumbai.

44. INDEMNITY

The JOINT VENTURE PARTNER shall indemnify and hold harmless to the fullest extent
by law, CMS IT, its affiliates and their respective directors, officers, employees,
shareholders, and agents, (collectively "Indemnities") from any and all losses, expenses,
claims, demands and all other liabilities and costs, incurred in connection with any litigation
or other form of ad judicatory procedure, claim, demand, investigation, or formal or informal
inquiry (regardless of whether same is reduced to judgement), or any settlement thereof
which arises directly or indirectly from, as a result of, or in connection with the transactions
contemplated under, and in pursuance of this Agreement including, but not limited to,
claims arising as a result of the maintenance and operation of vehicles or the premises of
the Center and/or students and faculty and regardless of whether same resulted from any
strict or vicarious liability imposed by law on the Indemnities.

45. Notwithstanding anything contain in this Agreement, CMS IT shall have the right to obtain
an interim injunction restraining JOINT VENTURE PARTNER from committing a breach or
potential breach of his obligations under this Agreement. JOINT VENTURE PARTNER
expressly waives his right to contest the grant of an interim injunction for a breach by JOINT
VENTURE PARTNER.

46. CMS IT and JOINT VENTURE PARTNER hereby agree:

i. that this Agreement, and the obligations and relationships resulting here from
and there from are commercial and that the Arbitration and Conciliation Act, 1996
applies to this Agreement and any arbitral award or order resulting from any arbitration
conducted hereunder;

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 ii. to be bound by any arbitral award or order resulting from any arbitration conducted
hereunder;
iii. not to commence, procure, participate in, or otherwise be involved in any action or
proceeding that might result in any judgment, injunction, order, or decision of any
court concerning a dispute, controversy, or question, except for initiating action to
obtain a judgment recognizing or enforcing an arbitral award or order and except
for applications or actions seeking interim, interlocutory or other provisional relief in
any court having jurisdiction); and
iv. That judgment on any arbitral award or order resulting from an arbitration conducted
under this may be entered in any court, having jurisdiction in relation thereto or having
jurisdiction over either of the parties or any of their assets.

47. JURISDICTION

The place for the performance of obligation of the Parties hereto is in Mumbai and the
parties hereto expressly agree that the courts in Mumbai alone shall have jurisdiction to
try any matter arising between the parties hereto and, accordingly, JOINT VENTURE
PARTNER submits to the laws in India under the exclusive jurisdiction of the court of
Mumbai for that purpose.

The Parties agree that this Agreement overrides and replaces all earlier Agreements
between the Parties with immediate effect, including overriding any specific restrictions
which continue to operate after the termination of such earlier contracts.

IN WITNESS WHEREOF the Parties hereto have set their respective hands to these presents
and a duplicate hereof the day and year therein above written.

SIGNED AND DELIVERED BY:

For CMS IT Services Private Limited For JOINT VENTURE PARTNER

Authorised Signatory ___________________

Name: _______________________

Title: Authorised Signatories Title:

Date: ________________ Date: ________________

Signed in the presence of Signed in the presence of:

1) _____________________ 1) _____________________

2) _____________________ 2) ______

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_______________

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