Confidential

[To be executed on stamp paper of applicable stamp duty]

EDUWORK JAPAN CENTRE OF EXCELLENCE AGREEMENT

This agreement (“Agreement”) is made and executed on this 28TH day of January, 2019;

By and between

Eduwork International Services Private Limited, a company registered under the Companies Act,
2013with company identification number U74999MH2017PTC293344and having its registered
office at Office No.6, Ground Floor, Simran Plaza, CTS E/829, Corner Of 3rd And 4th Road, Mumbai,
Maharashtra, India, 400052 and with their principal place of business at 2nd Floor, Grace Arcade,
Millers Tank Bund Road, Vasantnagar, Bengaluru – 560052, India (hereinafter referred to as
“Eduwork Japan” which includes its successors and assigns);

AND

Xxxx Private Limited, represented by Mr. xxx, xxxxx position, registered under the XXX act, PAN xxxx
, GST number xxxx and CIN no xxxx and having its registered office at xxxx (hereinafter referred to as
“Provider”)

Eduwork Japan and the Provider are individually referred to as a “Party” and collectively referred to
as “Parties”.

Introduction:

A. The Ministry of Education, Culture, Sports, Science and Technology, Government of Japan
(MEXT) has a collaborative platform called EDU-Port Japan, comprising of relevant Japanese
government ministries and agencies, universities / institutions, private companies and other
private organizations in order to promote and achieve successful educational collaboration
with International partners.

B. MEXT selects those projects demonstrating excellent educational contents,

methodology and knowhow within the Japanese context as EDU-Port Certified Projects
and supports their activities. Eduwork Japan is a key partner in the following EDU-Port
certified projects:
1. Japanese Vocational Skill Development Project for India (JVSDPI) 2016.
2. Human resource development merging the best contents of Indian and Japanese
vocational training in accordance with needs of enterprises, 2018.

C. Eduwork Japan Centre of Excellence(EJCOE)is a flagship project of Eduwork Japan under the
above-mentioned EDU-Port projects. It promotes Japanese language, education, skilling,
culture, employment and careers in Japan. The Provider desires to collaborate with Eduwork
Japan to establish a “Eduwork Japan centre of excellence” in XXX(State of XXX).

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D. The Parties are entering into this Agreement to record their mutual rights and obligations.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS

Section 1 Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions shall
have the meaning set forth in this Section 1. Any capitalized word not specifically defined in this
Section 1 shall have the meaning ascribed to it in the body of the Agreement.

A. “Agreement” means this agreement together with the recitals and the annexures.
B. “Activities” means the activities in relation to the Eduwork Japan Centre of
Excellence to be undertaken by the Provider as described in Section3
of this Agreement, and include any activities, services, functions or
responsibilities not specifically described in Agreement but which
are required for the proper performance or provision of the activities
in accordance with this Agreement and expressly excludes any
obligations of Eduwork Japan.

C. “Annexures” means any or all annexures or schedules attached to this Agreement.

D. “Batch” means the batch of students who have enrolled with the Eduwork
Japan Centre of Excellence at a time for the period prescribed in the
Prospectus.
E. “Business Plan” means the document which details or describes how the Provider is
going to market, promote and advertise the Eduwork Japan Centre
of Excellence and how the Provider is going to achieve the goals and
targets in relation to the same.
F. “Eduwork Japan means the institution to be established by the Provider in
Centre of collaboration with Eduwork Japan in relation to this Agreement and
Excellence” which operates out of the Premises identified and agreed by both
parties.
G. “Fee” means any amount agreed to be paid by Eduwork Japan to the
Provider in accordance with Section 4.3.
H. “Confidential means (i) this Agreement and the terms contained herein; (ii) all
Information” information marked confidential, proprietary or with a similar
legend; (iii) any other information that is treated as confidential by
either Party and would reasonably be understood to be confidential,
whether or not so marked, including any strategic plans,
financial/accounting information, employee information, consultant
information, marketing/sales information, business plans, admission
or enrolment related details, examination related details such as
marks of students enrolled, operational information pertaining to
the Eduwork Japan Centre of Excellence, internal or external audits,
regulatory compliance or other information or data obtained,
received, transmitted, processed, stored, archived, or maintained by
either Party under this Agreement.
I. “Provider means the personnel employed by the Provider in accordance with
Personnel” Annexure 2 to this Agreement.
J. “Eduwork Japan means the personnel engaged by Eduwork Japan for carrying out the
Trainer” Training Programme.
K. “Effective Date” means the date on which this Agreement takes effect as set forth in
Section 2(a).

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L. “Intellectual means as between the Parties any trademarks and/or logo marks
Property” and/or device marks owned by or licensed to Eduwork Japan and
includes any copyrights belonging to Eduwork Japan in the Training
Manual, the Operations Manual, the Business Plan, the Prospectus,
the marketing materials, DVDs and/or books.
M. “Operations means the document provided by Eduwork Japan which details the
Manual” administration and operations of the Eduwork Japan Centre of
Excellence, the method by which the Training program will be
implemented at the Eduwork Japan Centre of Excellence, the process
of admission or enrolment of students, relevant standards of study
materials to be used and any other related information.
N. “Premises” means the commercial space leased, rented or owned by the
Provider for the purposes of carrying out the operations of the
Eduwork Japan Centre of Excellence as provided herein.
O. “Prospectus” means a printed booklet which provides information about the
Eduwork Japan Centre of Excellence, the Training Programme
offered, the fee applicable for the Training Programme, the number
of seats available in a Batch, tentative dates by which the Training
Programme for the Batch is due to start, length of the Training
Programme, the eligibility requirements and any other information
that Eduwork Japan may deem fit to be included.
P. “Territory” XXX (State of XXX)
Q. “Training Manual” means the training manual formulated by the Parties for the purpose
of training the Provider Personnel and which details any or all
information about training the Provider Personnel and may include
without limitation the different types of training (whether
professional training, training in relation to how the Provider
Personnel should groom themselves, telephone etiquettes, subject
knowledge, customer handling skills and counselling students).
R. “Training means the Japanese language and other courses formally/informally
Programme” provided at the Eduwork Japan Centre of Excellence.
S. “Successful is when a student joins a university /college or Japanese Language
Enrolment” school in Japan and completes 30 days of attendance.

Section 1.1 Interpretation

a. References to any gender shall include references to all genders and references to the singular
number shall include references to the plural number and vice-versa.
b. References to Recitals, Sections, Sub-sections and annexes are to recitals, sections, sub-
sections, annexes to this Agreement and the annexes to this Agreement shall be deemed to
form an integral part of this Agreement.
c. References herein to any agreement or document shall include such agreement or document
as amended, modified or supplemented from time to time.
d. The headings are inserted for convenience only and shall not affect the construction of this
Agreement.
e. Reference to the word “include” shall be construed without limitation; and
f. Reference to statutory provision shall include its amendments and re-enactments, any
subordinate legislation, rules and regulation framed thereunder made from time to time
under that provision.

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Section 2 Appointment as Provider

a) Effective date of Agreement: Except for the specific obligations (and other obligations related
thereto) that are to be fulfilled up on execution of this Agreement, the other provisions of the
Agreement will come into effect on the date that the Provider has procured the Premises and
set up the Premises in accordance with the infrastructural, branding and corporate identity
requirements provided in Annexure 1. The Provider will fulfil this requirement within 45 days
of the execution of this Agreement. The Provider understands and acknowledges that the
capital cost of fulfilling its obligations under this Section 2(a) would be approximately INR
15,00,000/- (INR Fifteen Lakhs) per centre, depending on the location.

b) Appointment: Based on the representations made by the Provider about its capabilities,
resources and experience, Eduwork Japan hereby appoints the Provider for the purposes of
carrying out Activities in the Territory, in accordance with the terms of this Agreement.

c) Due Diligence: The Provider acknowledges that prior to the Effective Date:

i) It has been provided the opportunity to conduct, and has conducted appropriate due
diligence investigations in respect of all information, documents and matters that the
Provider considers necessary or which were requested by the provider, to enable the
Provider to form the decision to enter into this Agreement and satisfy itself about its
ability to perform its obligations including the Activities under this Agreement.
ii) Eduwork Japan has, delivered or caused to be delivered and made available all
information and documents Eduwork Japan considers reasonably necessary, or which
were requested by the Provider.
iii) The Provider shall not be relieved of any of its obligations or representations,
warranties and covenants under this Agreement as a result of:
1) its failure to review any information or document provided to it by or on behalf
of Eduwork Japan; or
2) its failure to request information or documents from Eduwork Japan or inform
itself of such matters.
iv) The Provider acknowledges and agrees that, to the extent it has not complied, or does
not comply, with this Section 2(c), it waives any rights it may have now or in the future
to make a claim against Eduwork Japan.

d) Premises: It is the responsibility of the Provider to provide an exclusive premise with a carpet
area of not less than One thousand five hundred square feet (1500Sq. Ft) for the purpose of
carrying out the Activities. The Provider further agrees to design the Premise as per the
infrastructural requirements of Eduwork Japan, more specifically provided for in Annexure 1
to this Agreement including the branding and corporate identity guidelines set forth in
Annexure 1. The Provider acknowledges that the Premise shall be used by the Provider only
for the sole purpose of carrying out the Activities and any use of the Premise for any purpose
falling outside the scope of this Agreement will be considered a breach of the terms of this
Agreement. Any failure to procure or design the Premise as per the infrastructural
requirements in Annexure 1 within the period designated above will result in a breach of this
Agreement by the Provider. The Provider further agrees that in case the Provider is not the

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owner of the Premise, the Provider will retain in the lease or license agreement that it has
entered into with the owner of the Premise, a right to novate the lease or license agreement
(at existing terms) to Eduwork Japan or a designee of Eduwork Japan. Eduwork Japan may
require the Provider to exercise this right if Eduwork Japan takes any action in accordance
with the termination provisions of this Agreement. If Provider is the owner of the Premise
then the Provider agrees and acknowledges to directly license or lease the Premise to
Eduwork Japan (at the lowest market rate) if Eduwork Japan takes any action in accordance
with the termination provisions of this Agreement.

Section 3 General obligations of the Parties

Section 3.1 Training Activities; Human Resources

The Provider Personnel shall be trained by Eduwork Japan in accordance with the Training Manual.
Eduwork Japan however reserves the right to amend the Training Manual without the prior consent
of the Provider. The Provider will hire on its rolls the positions set forth in in Annexure 2 within 45
days of the execution of this Agreement and should ensure that all Provider Personnel should
maintain highest standards of professionalism while carrying out their duties at the Eduwork Japan
Centre of Excellence. The Provider shall further ensure that the Provider Personnel have the
required qualifications, experience and skill in order to undertake the Activities. The Parties are
independent contractors and no Provider Personnel shall be deemed to be an employee, agent,
officer, affiliate, contractor or subcontractor of Eduwork Japan. Eduwork Japan shall have the right,
power, authority and duty to supervise or direct the activities of Provider Personnel. However, it
does not have the rights to compensate such Provider Personnel for any work performed by them
pursuant to this Agreement. Provider, and not Eduwork Japan, shall be responsible and liable for
the acts and omissions of Provider Personnel, including acts and omissions constituting negligence,
wilful misconduct and/or fraud. Provider shall be responsible for all legal compliances in relation to
Provider Personnel, and shall comply with all applicable laws, including the Employees Provident
Funds and Miscellaneous Provisions Act, 1952, Employees State Insurance Act, 1948, the Payment
of Wages Act, 1936, the Minimum Wages Act 1948, the Maternity Benefits Act, 1961 and the
Contractor Labour (Regulation and Abolition) Act,1970.

Section 3.2 Expenses

Except as specifically provided for in this Agreement, the Provider shall bear all costs and expenses
in relation to its obligations under this Agreement.

Section 3.3 Insurance

The Provider shall put in place adequate insurance cover in respect of the Premises and all
equipment used under this Agreement, including in respect of the following risks: fire, flood,
earthquakes, burglary or theft.

The Provider shall on the Effective Date, furnish to Eduwork Japan, a true and correct copy of the
certificate of each such insurance policies as referred above.

Section 3.4Eduwork Japan Trainer

If, Eduwork Japan provides the Provider with an Eduwork Japan Trainer at the Eduwork Japan Centre

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of Excellence, the trainer will be an employee of, or service provider to, Eduwork Japan and no
Eduwork Japan Trainer shall be deemed to be an employee, agent, officer, affiliate, contractor or
subcontractor of the Provider. The Provider does not and shall not have the right, power, authority
and duty to supervise or direct the activities of Eduwork Japan Trainer or to compensate such Eduwork
Japan Trainer for any work performed by them pursuant to this Agreement.

Section 3.5 Japanese language support and Study Material

All study materials (including any training materials) will be provided by Eduwork Japan to students
who have enrolled to a Batch at the Eduwork Japan Centre of Excellence in accordance with the
standards prescribed in the Operations Manual.

Eduwork Japan is obliged to provide Japanese language support to the students enrolled by the
provider and agrees to do so in either of the following ways:
1. Provide an in-house trainer enrolled and employed on the pay rolls of Eduwork Japan.
2. Provide a virtual interactive classroom support to the students through a technology platform in
the classroom during the timings decided upon as the training hours by both parties.
3. E learning support shall be provided as and when required (on sole discretion of Eduwork Japan).

Section 3.6 Student Recruitment and Admissions

All activity in relation to the enrolment or admission of students to a Batch at the Eduwork Japan
Centre of Excellence shall be the responsibility of the Provider. Application forms shall be made
available to prospective students by the Provider for the purposes of enrolment at the Eduwork Japan
Centre of Excellence along with a Prospectus.

Section 3.7 Application processing

All application forms which have been duly filled by prospective students for enrolment as a student
to a Batch at the Eduwork Japan Centre of Excellence shall be forwarded by the Provider to Eduwork
Japan and shall be processed in accordance with the Operations Manual.

Section 3.8 Prerequisite of enrolment at the Eduwork Japan Centre of Excellence

Eduwork Japan shall ensure that any or all students who have been selected for enrolment at the
Eduwork Japan Centre of Excellence is sent a letter of acceptance detailing the terms upon which their
enrolment will be confirmed. The Provider shall ensure that any such student who has been selected
for enrolment fulfils their obligations in accordance with the letter of acceptance including the
payment of any fee to Eduwork Japan for the Training Programme, after which Eduwork Japan shall
deem them as enrolled at the Eduwork Japan Centre of Excellence.

Section 3.9 Prospectus

The Provider will ensure that the following information is provided or made available to students who
have enrolled to a Batch at the Eduwork Japan Centre of Excellence:

 Administration of the Eduwork Japan Centre of Excellence

 Aims and objectives of the Training Programme

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 Examination rules and regulations

 Methods of assessment
 Feedback and evaluation
 Matriculation
 Payment of fees
 Graduation arrangements
 Codes of discipline
 Procedure to address complaints and grievance redressal
 Academic appeals procedures
 And any other appropriate ordinances, regulations, policies and procedures formulated by
Eduwork Japan from time to time in relation to the Training Programme at the Eduwork
Japan Centre of Excellence.

Section 3.10–Attendance &Examination

The Provider shall in coordination with Eduwork Japan ensure that the students regularly attend the
Training Programme conducted by the Eduwork Japan and shall ensure that they have a minimum
attendance of eighty percent (80%) failing which disciplinary action may be initiated against the
student, which may also include the admission being revoked. The Provider shall further ensure that
the students adhere to the rules prescribed by Eduwork Japan from time to time and any other rules
prescribed by Universities / colleges or Japanese language schools in Japan.

Section 3.11 Issuance of Admission letters

Issuance of Admission letter to the students will be responsibility of Eduwork Japan and the respective
Japanese universities/ colleges or Japanese language schools. The Provider will be kept informed for
any follow up actions that might be required.

Section 3.12Marketing & Sales Activities

Eduwork Japan agrees to assist the Provider by providing them with leads and with their marketing,
advertising and promotional campaigns in respect of the Eduwork Japan Centre of Excellence and
shall also provide assistance in designing of art works for any such marketing, advertising and/or
promotional campaigns. Eduwork Japan shall also provide assistance to the Provider by promoting
the Eduwork Japan Centre of Excellence on online and free offline platform(s). However, any such
offline promotion of the Eduwork Japan Centre of Excellence will be limited to the Territory. The
Provider may at its discretion and its own cost promote the Eduwork Japan Centre of Excellence on
any paid online platform. The Parties may enter into discussions with each other on a regular basis
to ensure that marketing activities are yielding results as per the Five-year Business Plan, which is to
be formulated jointly by both the parties within 30 days from the date of execution of this
Agreement. The Business plan will be revisited / revised at appropriate periodic intervals jointly by
both the parties. However, Eduwork Japan retains sole rights for the final approval of the Business
plan which has to be signed by both the partiers. Eduwork Japan shall provide, at its cost, 1000
numbers of the main marketing materials consisting of Japanese college / university brochures and
Eduwork Japan centre of Excellence per annum to the Provider within 15 days from the date
requisition by the provider. Any other marketing material / collateral over the above-mentioned
numbers is the responsibility of the provider. Any or all other documents (other than of a marketing
nature) that may be required for the administration, operations or marketing of the Eduwork Japan
Centre of Excellence shall be provided by Eduwork Japan at the Provider’s written request. Eduwork

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Japan shall at its discretion provide soft copy versions of such documents via email to Provider, which
may be printed or published by the Provider as per the instructions provided by Eduwork Japan. The
provider shall not have the rights to alter / print any collaterals without written / mail approval from
Eduwork Japan.

In order to avoid conflicts with other service providers to Eduwork Japan, the Provider agrees and
undertakes that the Provider will not carry out any marketing and publicity activities regarding the
transactions under this Agreement outside of the Territory as defined in section One P above.

Section 3.13 emails

Eduwork Japan will create and manage the email ids of staff of the Provider in its domain
eduworkjapan.com. All email communication to the students (and prospective students) and
between Eduwork Japan and the Provider shall only be conducted using such email ids.

Section 3.14 MIS

The Provider will provide information to Eduwork Japan on the 1st and 15th day of each calendar
month in the format provided by Eduwork Japan. Such information will be true and accurate and
verifiable by Eduwork Japan.

Section 3.15Other Obligations

The Provider acknowledges and agrees to ensure participation of the Eduwork Japan Centre of
Excellence in Japanese career or education or culture or skill related fairs. The Provider further agrees
to guide and counsel the students in this regard. Eduwork Japan may conduct periodic Japanese
culture, education, skilling and career fairs in the Territory. The Provider agrees to work with Eduwork
Japan to organise such activities.

Section 4 Accounting & Finance

Section 4.1Upfront Onetime Payment and Refund of Upfront Onetime Payment

(a) Upfront Onetime Payment: The Provider has, as part of the performance of its obligations
under this Agreement, made an upfront, interest free payment of Rupees Twenty-Two Lakhs
only (Rs. 22,00,000/-) (the “Upfront Payment”) to Eduwork Japan, at the time of the execution
of this Agreement:

[cheque no, issue date, bank name/ DD no, issue date, bank name/ RTGS details]

(b) Return of Upfront Payment.The Upfront Payment may be paid back to the Provider as
follows:

1. Eduwork Japan agrees to pay back an amount of INR Eleven Lakhs (INR 11,00, 000/-)
i.e. fifty percent (50%) of the amountwhen(i) at least fifty (50) students of one or more
Batches of the said centre have joined a university / college or Japanese language
school in Japan and each student has completed 30 days of attendance at the
university / college or Japanese language school in Japan; and (ii) such Successful
Enrolment has commenced within twelve months of the successful completion of the
Training Program by a student,

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2. Eduwork Japan agrees to pay back the remainder of the INR Eleven Lakhs (INR
11,00,000) i.e. fifty percent (50%) of the amount when (i) further fifty (50) students
(in addition to the fifty students mentioned in sub-clause 1 above) of one or more
Batches of the said centre have joined a university / college or Japanese language
school in Japan and each student has completed 30 days of attendance at the
universities/colleges or Japanese language schools in Japan; and (ii) such enrollment
has commenced within twelve months of completion of the Training Program by a
student.

In the event of termination of this Agreement for its convenience by Eduwork Japan, Eduwork Japan
undertakes to return the remainder of the Upfront Payment to the Provider. In the event of a
termination of this Agreement by Eduwork Japan for cause, the Provider agrees that Eduwork Japan
does not have any obligation to return the Upfront Payment.

Other than as set forth in this Section 4.1, Eduwork Japan does not have any obligation to return the
Upfront Payment to the Provider.

Section 4.2 Working Capital

For the performance of its obligations under this Agreement the Provider undertakes that it will have
at its disposal through the Term (as defined below) a working capital for payment of rent, staff
salaries, for promotional and marketing activities and for carrying out administration related
activities. The Provider shall provide Eduwork Japan with their latest bank account statements
reflecting the Working Capital on or prior to the Effective Date. This does not in any manner dilute
the requirements of Section 3.2 above.

Section 4.3 Fee payable

a. Eduwork Japan agrees to pay the Provider a Fee of Rupees Fifteen Thousand only (INR 15,000)
for every student who has enrolled with the Eduwork Japan Centre of Excellence by paying the
Selection and application evaluation fee as mentioned in the letter of acceptance issued to the
student. Provider will provide a claim sheet in this regard to Eduwork Japan. Eduwork Japan will
settle the claims on the 01st (for all the claim sheets received between 15th and last date of
previous month) and 15th date (for all the claim sheets received between 01st and 14th) of every
month.
b. Eduwork Japan agrees to pay an additional Fee of Rupees One lakh only (INR 1,00,000 /-) to the
Provider for every Successful Enrolment, within 45 days of the completion of the Successful
Enrolment. The payment process (raising of claim sheet by provider and settlement of the same
by Eduwork Japan) is same as mentioned in section 4.3 a above.

Section 4.4 Payment details

The Parties agree that all payments set forth in this Agreement are exclusive of taxes and the Party
making a payment may withhold tax at applicable rates. further, the Party which has to receive a
payment will raise a claim sheet
in a timely manner so that the other Party may fulfil its payment obligations under this Agreement.
All payments shall be made by bank transfer as per the bank account details notified by one Party to
the other.

Section 4.5 Student Fees

It is agreed by the Provider that the Provider will not collect any fees from the students directly at
the Eduwork Japan Centre of Excellence. The Provider will ensure that all fee(s) is deposited by the

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student(s) into the bank account(s) of Eduwork Japan and / or the universities / colleges or Japanese
language schools (as applicable) and that the same is mentioned in the letter of acceptance. The
provider acknowledges that the terms and conditions relating to the fees and the fees are subject
to change with prior notice to the Provider. However, any such change shall be applicable to only
to prospective students.

Section 5 Grant of License:

Eduwork Japan hereby grants the Provider with an exclusive, non-transferable, non-sublicensable
license to use the Eduwork Japan Intellectual Property for the limited purpose of performing the
Provider’s obligations under this Agreement in the Territory for the Term of this Agreement. However,
during the tenure of this agreement, Eduwork Japan has rights to extend its operations with in the
territory if it feels the current centre is unable to tap the entire potential of the territory assigned and,
in such cases, the first right of refusal shall be given to the existing provider.

Eduwork Japan shall own all right, title and interest in all intellectual property rights including without
limitation to patents, trademarks, copyrights, designs, reports, flow charts, diagrams, specifications
and any other tangible or intangible materials of any nature whatsoever produced by either Party in
relation to this Agreement or jointly produced by the Parties in relation to this Agreement pursuant
to the date of execution of this Agreement. The Provider hereby assigns any or all intellectual property
rights in any intellectual property to Eduwork Japan which has been created by them in relation to this
Agreement.

Section 5.1 No sublicense of rights

The Provider acknowledges and agrees not to sub-license or sub-contract any of the rights or
permissions granted to it by way of this Agreement. Any such sub licensing or sub-contracting by the
Provider will be considered as a breach of this Agreement.

Section 6 Representations & warranties:

Each Party represents and warrants to the other Party as follows:

a) It is competent/ authorised to enter into this Agreement;

b) It is not under any obligation or restriction or does not have any understanding or agreement
with any other person or entity, which would in any way interfere with or conflict with its
obligations under this Agreement or restrict its ability to perform its obligations under this
Agreement;

c) It will comply with all applicable laws in discharging its obligations under this Agreement.

The Provider represents and warrants as follows:

a) Any information provided by the Provider in relation to this Agreement is true and accurate;
b) It has the experience, resources and skills required to fulfil its obligations under this
Agreement;
c) It has obtained, and undertakes to maintain and keep current, all necessary consents, permits,
licenses and approvals relating to the performance of its obligations under this Agreement

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and shall perform its obligations hereunder in accordance with all such consents, permits,
licenses and approvals;
d) It shall perform its obligations in accordance with this Agreement, properly and to the highest
standards and, in such manner as not to adversely affect the reputation and goodwill of
Eduwork Japan or any Affiliate of Eduwork Japan;
e) It shall not infringe upon any third-party intellectual property in performance of its obligations
under this Agreement;
f) The Premises is maintained in a clean and hygienic manner at all times;
g) No dangerous substances and/or materials will be stored within the Premises;
h) It shall not use the Intellectual Property of Eduwork Japan without the prior written consent
of Eduwork Japan;
i) It shall not mislead the students or prospective students by providing them false assurances
and making false statements;
j) It shall fairly treat the students at all times and without any bias or discrimination on the basis
of race, gender, age or background.

Section 7 Indemnity

The Provider (for itself and including for acts or omission of its directors, employees, agents and
representatives) shall indemnify, defend and hold harmless Eduwork Japan and its affiliates (and their
respective directors, shareholders, employees and representatives) from and against any and all
allegations, claims, suits, damages, losses, costs or expenses (including any reasonable attorney’s fees)
arising from or, in connection with:

i. Any claim or action brought against Eduwork Japan by a prospective student or a

student enrolled at the Eduwork Japan Centre of Excellence due to an act or omission
of the Provider;

ii. Any action or claim brought against Eduwork Japan by a third party for the breach of
third-party intellectual property arising as a result of a modification carried out by the
Provider to Eduwork Japan’s Intellectual Property;

iii. Any action or claim brought by a lessor or licensee or owner of the Premises arising
as a result of the Provider’s breach of its obligations towards such lessor or licensor
or owner of the Premises;

iv. Breach of its confidentiality obligations under this Agreement;

v. The wilful misconduct or gross negligence of the Provider;

vi. breach of its representations and warranties;

vii. Any claim for bodily injury to or death of any person caused by the Provider or any
Provider Personnel.

Eduwork Japan shall, within a reasonable period of time, and in any case within thirty (30) days, of
becoming aware of an event that would give raise to a claim for indemnification, provide notice of the
claim and copies of all related documentation to the Provider.

Upon receiving the notice for indemnification, the Provider shall take prompt steps to make good any
and all damages, losses, costs or expenses (including any reasonable attorney’s fees) suffered or

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payable by Eduwork Japan. Eduwork Japan shall have the right to defend the claim in such manner as
it may deem appropriate and the Provider shall promptly reimburse Eduwork Japan for all costs and
expenses incurred, including reasonable attorneys’ fees. The Provider’s obligations under this
sectionshall continue till such time as any and all damages, losses, costs or expenses (including any
reasonable attorney’s fees) suffered, or claimed against, Eduwork Japan have been made good.

Section 8 Limitation of Liability

The total aggregate liability of Eduwork Japan arising out of or relating to this Agreement (whether in
contract, tort or otherwise) shall not exceed the Fee due and payable by Eduwork Japan to Provider
under the terms of this Agreement (in terms of Sections 4.1 and 4.3 above). Eduwork Japan shall not
be liable under or in relation to this Agreement for any loss of revenue, loss of turnover, loss of profit,
loss of anticipated savings, loss of opportunity or loss of time (howsoever arising); and/or indirect or
consequential loss or damage (howsoever arising).

Section 9 Disclaimer

The Provider acknowledges that Eduwork Japan is an admission facilitator and does not assure
admissions for students enrolled at the Eduwork Japan Centre of Excellence in any of the universities
/ colleges or Japanese language schools in Japan. Any admissions are governed by the rules,
regulations and fee structure of the respective university /college or Japanese language schools.
Eduwork Japan does not have any control over this nor does Eduwork Japan have any control over
issuance of visas to students. The Provider further acknowledges that Eduwork Japan is not a job
recruiter and does not assure jobs for students enrolled at the Eduwork Japan Centre of Excellence.
Eduwork Japan expressly disclaims any liability in respect of the same and the Provider acknowledges
that any claims arising in relation to the above against Eduwork Japan shall be the sole responsibility
of the Provider.

Section 10 – Term & Termination

Section 10.1 Term of Agreement

This Agreement shall be in force for a period of 5 years (“Term”) from the date of execution and may
thereafter be renewed by mutual agreement of the Parties in writing, unless terminated earlier by
Eduwork Japan as follows.

The Parties agree that no renewal fees will be incurred by either of the Parties for renewing this
Agreement.

Section 10.2 Termination for convenience by Eduwork Japan

Eduwork Japan shall have a right to terminate this Agreement for convenience by sending a notice
in writing to the Provider four months prior to the date on which the current Batch of students
enrolled with the Eduwork Japan Centre of Excellence would complete their Training Programme.
The Provider acknowledges not to enrol any new students after receipt of the notice of termination.
On completion of the designated period, this Agreement will stand terminated.

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Section 10.3 Consequences of a termination for convenience by Eduwork Japan

1) All rights or licenses granted by way of this Agreement shall stand terminated
2) The Provider agrees and acknowledges to immediately cease the use of any or all
Intellectual Property belonging to Eduwork Japan.
3) The Provider acknowledges and agrees to clear any unpaid amounts which are due and
payable to Eduwork Japan.
4) The Provider agrees and acknowledges to return any Confidential Information,
Operations Manual, Training Manual and/or Prospectus and any other document
provided by Eduwork Japan to the Provider under this Agreement.

Section 10.4 Termination for cause by Eduwork Japan

In the event the Provider breaches any of its assurances, representations and warranties or other
obligations under this Agreement and if such default is not remedied to the satisfaction of Eduwork
Japan within 7 days of receipt of a notice in writing to cure such default, Eduwork Japan shall, have
the right to cure such default and recover any or all expenses in relation to curing such default from
the Provider ; or shall be entitled, without prejudice to any of its other rights, to terminate this
Agreement at the end of the current Batch by providing the Provider a written notice and shall not
be obliged to perform its obligations hereunder. Once the written notice to terminate has been
received by the Provider, the Provider acknowledges and agrees not to enrol students in respect of
a new Batch at the Eduwork Japan Centre of Excellence.

Section 10.5 Consequences of Termination for cause by Eduwork Japan

1) All rights or licenses granted by way of this Agreement shall stand terminated
2) The Provider agrees and acknowledges to immediately cease the use of any or all
Intellectual Property belonging to Eduwork Japan.
3) The Provider acknowledges and agrees to clear any unpaid amounts which are due and
payable to Eduwork Japan.
4) The Provider agrees and acknowledges to return any Confidential Information,
Operations Manual, Training Manual and/or Prospectus and any other document
provided by Eduwork Japan to the Provider under this Agreement.

Section 10.6 Termination for cause by the Provider

In the event Eduwork Japan commits a default in respect of any of its obligations covered under this
Agreement and if such default is not cured within 30 days of receipt of a notice in writing to cure
such default, the Provider shall be entitled, without prejudice to any of its other rights, to terminate
this Agreement at the end of the current Batch by providing the Provider a written notice. Once the
written notice to terminate has been sent by the Provider, the Provider acknowledges and agrees
not to enrol students in respect of a new Batch at the Eduwork Japan Centre of Excellence.

Section 10.7 Consequences of termination for cause by the Provider

1) All rights or licenses granted by way of this Agreement shall stand terminated
2) The Provider agrees and acknowledges to immediately cease the use of any or all
Intellectual Property belonging to Eduwork Japan.

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3) The Provider acknowledges and agrees to clear any unpaid amounts which are due and
payable to Eduwork Japan.
4) The Provider agrees and acknowledges to return any Confidential Information,
Operations Manual, Training Manual and/or Prospectus and any other document
provided by Eduwork Japan to the Provider under this Agreement.

Section 11– Confidentiality

A Party may, during the course of this Agreement, exchange and/or provide the other Party with
access to its Confidential Information. Confidential Information may be disclosed to the receiving Party
either orally, visually, in writing (including graphic material) or by way of consigned items. The
receiving Party shall take all reasonable security precautions, including precautions at least as great as
it takes to protect its own confidential information, to protect the secrecy of the Confidential
Information. The receiving Party may disclose Confidential Information only to its employees or
professional consultants on a need-to-know basis provided that such employees or consultants are
bound by enforceable terms to maintain the confidentiality of the Confidential Information to the
same extent as provided herein. Except as provided herein, the receiving Party agrees to treat the
Confidential Information as confidential and shall not divulge, directly or indirectly, to any other
person, firm, corporation, association or entity, for any purpose whatsoever, such information, and
shall not make use of such information, without the prior written consent of the disclosing Party.
Confidential Information includes but is not limited to the terms of this Agreement and any actions
taken pursuant to this Agreement.

Confidential Information shall not include the following categories of information:

a. publicly available prior to this Agreement or is made publicly available by the disclosing Party
without restriction.

b. rightfully received by the receiving Party from third parties without accompanying
confidentiality obligations.

c. already in the possession of the receiving Party and which was lawfully received from sources
other than either Party.

d. independently developed by either Party.

Section 12 – General Provisions

Section 12.1 Dispute Resolution and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India.

All disputes and differences arising out of or in connection with any of the matters set out in this
Agreement, if not resolved by amicable settlement within 30 (thirty) days from the dispute, shall be
referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (or any
replacement thereto). The arbitration shall be conducted in English, and the venue of arbitration shall
be Bengaluru. The arbitrator shall be entitled to award costs of the arbitration.

Section 12.2 Assignment

The Provider shall not assign its rights, claims or other entitlements under this Agreement without the
prior written consent of Eduwork Japan.

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Section 12.3 Relationship

Each Party to this Agreement is an independent contractor and none of the provisions of this
Agreement shall be deemed to constitute a joint venture or a partnership between the Parties.

Section 12.4Force majeure

A Party shall not be liable to the other for failure or delay in the performance of a required obligation,
excluding payments due, if such failure or delay is caused by strike, riot, fire, flood, natural disaster,
or other similar cause beyond such Party's control, provided that such Party gives prompt written
notice of such condition and resumes its performance as soon as possible.

Section 12.5 No waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior,
concurrent or subsequent breach of the same or any other provisions of this Agreement.

Section 12.6Severability

If any of the terms, conditions or provisions contained in this Agreement are determined by any court
of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition
or provision shall to that extent be severed from the remaining terms, conditions and provisions,
which shall continue to be valid to the fullest extent permitted by law.

Section 12.7Entire agreement

Save as otherwise provided herein, this Agreement constitutes the entire aagreement between the
Parties pertaining to the subject matter contained herein and any written or oral agreements existing
between the Parties or modifications to this Agreement shall have no force or effect unless
incorporated herein through a written amendment signed by all Parties.

Section 12.8Amendments
This Agreement (and any express or implied rights and obligations hereunder) may only be amended
with the written consent of all Parties to the Agreement.

Section 12.9 Notice

Any notice and other communications under this Agreement, including but not limited to a notice
of waiver of any term, breach of any term of this Agreement and termination of this Agreement,
shall be in writing and shall be transmitted by a recognized courier service/registered mail, in the
manner as elected by the Party giving such notice to the following addresses:

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(a) In case of notices to the Provider:

Address : xxxxxxx
xxxxx
Attentio : Mr. xxxxx
n
Telepho : +91xxxxx
ne

(b) In the case of notices to Eduwork Japan:

Address : Eduwork International Services Private Limited

2nd Floor, Grace Arcade,
Millers Tank Bund Road,
Vasanthnagar,
Bengaluru - 560052, Karnataka

Attentio : Mr. Raju Monga

n
Telepho : +919886474717
ne

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above

SIGNED AND DELIVERED BY:

On behalf of the Eduwork International Services Private Limited

_________________________
(Authorised Signatory)

Name: Mr Raju Monga

Designation: Managing Director and CEO

In the presence of

Witnesses

1. Name: _____________________

Sign: _______________________

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2. Name: _______________________

Sign:________________________

SIGNED AND DELIVERED BY:

On behalf of xxxxxxxx

____________________________
(Authorised Signatory)

Name: __ ____

Designation: ________

In presence of:

Witnesses

1. Name: _____________________

Sign_______________________

2.Name: _____________________

Sign _________________________

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Annexure 1 - Infrastructure, branding and corporate identity requirements

• Proof of ownership (In case if the provider is the owner of the premise).
• Lease agreement of 5 years with a lock-in period of 3 years (if the premise is leased).
• 1 Director/Manager cabin
• 6 work stations
• Reception area with 12 persons waiting capacity
• 2 counseling rooms
• Pantry
• Washrooms (Male and Female)
• One number of classrooms with minimum Thirty number of seats, a projector along with a
projector screen and an audio-visual system and internet facility.
• Branding and corporate identity guidelines as shared by Eduwork Japan.

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Annexure 2 - Manpower requirements

• 2 counsellors / student visa expert

• 1 Marketing executive / Mobilizer
• 1 Center head
• 1 Accountant
• 1 Receptionist (preferably female)

**********************************************************************************

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