Memorandum of Understanding Between M/s India Paradigm Consultants And ________________________________ This agreement is entered upon dated _______

between M/s India Paradigm Consultants registered under SUSWA (Trust formed under relevant Indian Trust Act of 1872) and having its office at No. 1 Jaswant Singh Marg, Doiwala-Doodhli Road Dehradun hereinafter referred to as IPC (Which expressions shall, unless it be repugnant to the meaning or context thereof, mean and include, its successors) of the one part, AND M/S ___________________ incorporated and registered under __________________ and having its office at _____________________ hereinafter referred to as Institute (Which expressions shall, unless it be repugnant to the meaning or context thereof, mean and include, its successors) of the second part. (The IPC and the Institute are hereinafter collectively referred to as the Parties) Whereas, A. IPC has approached the Institute for providing CONSULTANCY in the form of Branding and Marketing. B. Institute has agreed to the proposal as set out by IPC as per terms of this agreement and this agreement now witnesses as follows: 1. IPC and Institute shall enter into an agreement for duration of ___________ commencing from _____________ for the purpose of providing Consultancy (Branding and Marketing) for the Institute. 2. This contract is valid for a period of _______________(months) from ___________ to ______________.

3. IPC will a) Provide Consultancy in the form of Branding and Marketing to the Institute. b) Conduct 8 Single Day Events in any of the following Schools, namely: i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. xii. xiii. xiv. xv. Doon International School Carman-Dalanwala Sai Grace Academy Sunrise Academy Beverly Hills Touchwood school St. Judes Raja Ram Mohan Roy Pine Hall Jaswant Modern Dehradun Hills Academy Presidency ManavBharti School Constancia Olympus High

c) Under no circumstances do we assure you that we will be able to conduct in A particular school but at the same-time we assure that we will conduct in any 8 of the above mentioned schools. d) The event in consideration will mainly be in the form of Career Seminar for the Class XIIth Students (Commerce/Arts) e) The events are being conducted with an objective of creating brand presence of the Institute in the city of Dehradun. f) IPC will provide regular Consultancy to the Institute. Any query, problem can be raised to the person in-charge. g) IPC will also promote the Institute via Facebook and Twitter whereby all updation will be done atleast thrice a week. h) IPC will also offer SMS Blasting service to the Institute whereby 1000 Promotional Smses will be sent every-month to the prospective students. i) IPC will promote the Institute via 12 Full-Page Color Advertisements in EXPRESSIONS (Uttarakhands 1st Environmental e-magazine) Free of cost during the entire duration of the contract. The Ads in the e-magazine will be placed as per the sole discretion of the magazine.

k) IPC will also promote the Institute during any one of the icare-India events as a co-sponsor only unless mutually agreed upon. l) IPC will further promote the Institute via email marketing whereby thousands of students month after month will be sent mailers/newsletters. m) IPC is also open to conduct one mega event with the Institute as and when mutually agreed upon. 4. Institute will a) Bear the Designing cost, Promotion cost in terms of Flex printing, Study Material for the seminar, Promotional leaflets to name a few. b) Nominate a member from its organization who will help in coordinating the activities between the Institute and IPC.

5. Commercials a) At the time of signing of the contract, the Institute shall pay 5000/- INR as to the IPC. Which shall be considered to be signing amount. b) Institute shall make a payment to IPC of Rs 22,499/- per month (includes tax, if any) starting from 1st June 2012 to 30th May 2013. c) The Institute will provide PDCs for all the 12 months.

d) The installment will be paid to IPC in the form of PDCs in favor of Yudhisthir P Singh. In case of any delay in payment, a grace period of 7 days will be given to the Institute. In case of any delay even after the expiry of the 7 day grace period IPC would be entitled to levy a charge towards Interest of 3% per month for the duration of the delay on the outstanding amount. 6) Any act of God or Civil Rebellion or natural calamities which are beyond the control of the parties and prohibition of supplying such services as are envisaged in the present agreement by any act of legislature or subordinate rule making power conferred on a Government authority shall free the parties from the binding nature and obligations under the present agreement and by any subsequent amendment to the present agreement. 7) This agreement can be renewed by written consent of both the parties on mutually agreeable terms after the completion of the agreement.

8) The agreement between the parties stands terminated at the end of stipulated time of _____ Year which ends on 30th May 2013. It has been further mutually agreed upon that either party shall not terminate this agreement before the expiry of minimum 6 months. In case the agreement is terminated by Institute after the minimum period clause for any reason whatsoever, Institute undertakes to give a minimum notice of 3 months to IPC and undertakes to pay the entire outstanding amount towards IPC on the date of the termination of the contract along with Rs 10000/- as a penalty for breaking the amount before the said time-period. 9) If any dispute or difference of any kind whatsoever arise between the parties in connection with or arising out of this Agreement or any part thereof, such dispute or difference shall be referred to a sole Arbitrator to be appointed by IPC under the provisions of the Indian Arbitration and Conciliation Ac, 1996, or any enactment or modification there under. The sole arbitrator shall be appointed by the mutual consent of both the parties. The Venue for Arbitration shall be at Dehradun and the Language shall be English. The courts in Dehradun ONLY shall have jurisdiction to entertain all disputes between the parties and fees of the Arbitrator shall be equally shared by both the parties. 10) Two original copies of this agreement are made to be retained by both the parties. 11) IPC under no circumstances guarantees or assures any Admission as a result of the branding/marketing services/activities being provided to the Institute. IN WITNESS WHEREOF THE IPC and the INSTITUTE has set their respective hands on this agreement at Dehradun on ___________________________________ (the day, month, the year), the first above written in the presence of the following witnesses: both parties have set their hands upon the clauses. Branding and Marketing shall include 1- Direct Marketing via EVENTS: IPC will be conducting 8 Single Day Events with the following schools: a- DIS b- Carman c- Sai Grace d- Sunrise Academy e- St. Judes

f- St. Thomas* g- Dehradun Hills Academy h- Pine Hall school i- Beverly Hills j- Touchwood school k- ManavBharti School The theme for the event will be Educate for a better tomorrow. The objective of the event will be to counsel the students for their careers ahead. All the costs involved in conducting the event will be borne by Institute mainly in the form of study material, promotional material (flex, cds, leaflets etc) including design and print cost. 2- Social Media Promotion: IPC will be taking care of Social Media Optimization for your local Dehradun Institute Fan-Page. Mainly IPC will use Facebook and Twitter to promote InstituteDehradun. It will be the duty of IPC to update and maintain the Facebook and Twitter page thrice a week for a period of 12 months. 3- Consultancy IPC will provide you monthly consultancy for a period of 12 months starting 1st June 2012 to 30th May 2013 whereby we will assist you in planning and chalking out what budget is to be allocated via which medium etc. 4- SMS Blasting: IPC will provide monthly sms blasting service to Institute whereby 1000 SMS will be sent to prospective students every month starting June 2012.

5- Promotion via Expressions: IPC will provide Institute-Dehradun 12 FULL PAGE COLOR ADs worth Rs 48000/Free in Expressions Uttarakhands 1st Environmental e-magazine from June 2012 to May 2013. The ADs will be placed as per the sole discretion of Expressions.

6- Event Sponsorship: IPC will provide its client Institute-Dehradun Co-sponsorship worth Rs 25000/Free during any one of the event as agreed upon by icare-India. Please note: 1- IPCs role is solely restricted to help promote and build the brand image of ICA-Dehradun. IPC does not guarantee about Admissions of any candidate into ICA-Dehradun. 2- All the payment will be made in advance ENTIRE UNDERSTANDING This MOU constitutes the entire understanding of the Parties pertaining to matters contemplated hereunder at this time. The Parties signing this MOU intend that any implementing contract, license, or other agreement entered between the Parties subsequent hereto shall supersede and preempt any conflicting provision in this MOU. By __________________________ Title _________________________ Date _________________________ By ________________________ Title _______________________ Date _______________________