AGREEMENT
t e b u a y 2033
byand between
THIS AGREEMENT is being executed on nis dayof
Karnataka, 560094,
LnalaPrivate Limited, with its registered office at No. 136, New BEL Road, Bangalore,
hereinafter referred to as "Flexagn," which expression shall, where the context admits, include its
Successors and permitted assigns, of the ONE PART;
AND
Kkctyo tme Shalus kala Krida v shaishau,lyabodu
details of thé same specified in Annexure 1 to this
Agreement (hereinafter referred to as "School" which expression, unless repugnant to the context or
meaning thereof, is deemed to mean and include its successors and permitted assigns) of the SECOND
PART
Flexagn provides, among others, education technology and ERP software solutions on a
software-as-a-service (SaaS) model to schools.
1. TENURE:
The effective date of this Agreement shall mean the date of execution of this Agreement is
Ol 02:2023 The term of this Agreement shall come into effect from the Effective Date
_.
and shall be in force unless otherwise terminated by either Party as per the terms of this Agreement
("Term")
2. RESPONSIBILITIES OF THE PARTIES
2.1. Responsibilities of Flexagn
students and teachers, correspornding to their class
As part of the Flexagn, which is made available to the
with LMS services, and
for each academic year, Flexagn shall have an obligation to provide the School
services. Any revision to
other applications like ERP, website development support and other consulting
School. Any data shared by the
the same will be communicated in a timely manner by Flexagn to the
feedback gathering, support, and
school will be used only for purposes of onboarding on the platform,
training new modules or features introduced on the platform.
2.2. Responsibilities of the School:
of Flexagn, solelythe School shall be
For ensuring the successful incorporation and implementation
ensuring that the relevant Supplies and
responsible for incorporating and implementing Flexagn by
are made available to the administrators,
management, teachers, non-teaching staff (if
Services
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students of the School as per the instructions and
pplicable) and through the teachers, to the
pecifications of Flexagn. The school shall share all the necessary and relevant data for ERP
nplementation as per the prescribed formats and in certain cases help Flexagn with the manual upload
f the data. The school shall share the teacher & student data as applicable for the LMS services with the
ompany in the format shared in annexure 2. The school shall make their teachers available for product
aining sessions via webinar on mutually available dates. Teachers shall instruct their students on using
ne LMS platform for assignments and learning purposes.
TERMINATION
ither Party shall have the right to terminate this Agreement if the other Party breaches any of the terms
nd conditions/scope of this Agreement and has not remedied such breach within thirty (30) days from
the date of the notice received from the aggrieved Party detailing the such breach. Termination of the
Agreement by either Party shall not absolve the other Party from any of the obligations or liabilities
ncurred or arising out of transactions prior to the date of such termination or arising out of breach or
default during the subsistence of this Agreement or any of the obligations under this Agreement.
All charges (post the trial period) for the academic year shall remain due and payable by the School to
lexagn in case the Agreement is terminated in between the academic year or the Agreement is
rminated by Flexagn for breach on part of the School.
REPRESENTATIONS AND WARRANTIES
1. School represents and warrants that
) it has the full power and authority to enter into this Agreement, and perform the obligations under
is Agreement, and does not have an agreement with anyone else that restricts its ability to perform its
bligations
i) it will not use the Flexagn, Supplies, and Services, for purposes other than as specified in this
greement
(ii) it will perform its obligations hereunder in accordance with applicable law and regulations;
(iv) it will not distribute, sell, license or sub-license, let, trade or expose for sale the Flexagn or any of the
Supplies and Services to any third party;
(v) it will not change or modify or make copies of the Flexagn program or any of the Supplies and
Services, and
vi) it will ensure that the Flexagn and/ or any of the Supplies and Services are at all times used in
ccordance with the terms of this Agreement and the relevant terms.
2. Flexagn represents and warrants that
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the services
(i) it has the full power and authority to enter into this Agreement is able perform
to
such
hereunder, and does not have an agreement with anyone else that restricts its ability perform
to
services;
(i) it will perform its obligations hereunder in accordance with applicable law and regulations
delivered to the School and the same will
(ii)it has the requisite rights and licenses to the e-materials
not infringe, misappropriate or otherwise violate the copyright, patent or any other intellectual property
or proprietary right of any third party;
and taking feedback from
(iv) it will use the school data only for the purpose of promoting Flexagn
communication channels, training new modules or features
teachers and parents via any available
data with any third-party agencies without the
introduced on the platform and will not share the
consent of the school.
5. INDEMNIFICATION
The School shall indemnify, defend and hold harmless (Company Name)
including its afiliates and
actions, proceedings, damages,
employees against any and all claims (including third-party claims),
losses, liabilities, costs, and expenses, including reasonable legal
or other professional fees, incurred in
connection with any breach of the terms of this Agreement by the School, its affiliates or employees.
This clause will survive the termination of this Agreement.
6. LIMITATION OF LIABILITY
LIABLE FOR ANY DAMAGES WHATSOEVER
IN NO EVENT SHALL FLEXAGN OR ITS AFFILIATES BE
(INCLUDING,WITHOUT LIMITATION, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL
Loss OF BUSINESS
DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
OUT OF THE USE OR INABILITY TO USE OF
INFORMATION, OR OTHER PECUNIARY LOSS) ARISING
FLEXAGN PRODUCTS EVEN IF ADVISED OF THE PossIBILITY OF
SUCH DAMAGES AND NOTWITHSTANDING
FAULT,NEGLIGENCE AND THE FAILURE OF THE ESSENTIAL PURPOSE.
AGGREGATE LIABILITY TO THE
REGARDLESS OF THE CAUSE OR FORM OF THE ACTION, THE FLEXAGN
AGREEMENT SHALL BE LIMITED
SCHOOL FOR ACTUAL DAMAGES ARISING OUT OF OR RELATED TO THIS
PAYMENT MADE BY THE
TO THE AN AMOUNT (AN AMOUNT EQUIVALENT TO ONE YEAR OF BILLING OR
THIS PROVISION SHALL
SCHOOL (WHICHEVER IS LOWER, AS PER THE PREVIOUS FULL FINANCIAL YEAR.).
SURVIVE TERMINATION/ EXIRY.
7.GOVERNING LAW AND JURISDICTION
This Agreement is governed by and shall be construed in accordance with the laws of India. In the event
of any dispute, both parties agree that they will first attempt to resolve differences amicably, and in good
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faith.
jurisdiction to settle any
shall have exclusive
that the courts of Bengaluru
The Parties irrevocably agree matter or
this Agreement or its subject
or in connection with
dispute orclaim that arises out of
non-contractual disputes or claims).
iormation (including
8. INDEPENDENT CONTRACTORS
with each other as independent contractors.
The Parties acknowledge and agree that they are dealing
to create an agency, joint venture, partnership,
or
Nothing in this Agreement shall create or be deemed
between the Parties as to the subject matter of this Agreement.
fiduciary relationship
9. NOTICES
All notices required or permitted to be given by either party under this Agreement shall be in writing and
shall be sent by email, to the following applicable address (or to such other address(es) as may be
provided in accordance herewith):
)Notices to FLEXAGN shall be sent to
Name: Shriniwas Mutnure
Designation: Co-founder
E-mail 1D: shriniwas@flexagn.com
(ii)Notices to the School shall be sent to
Name: Rojendia (nurau
Designation: n e a
E-mail ID:
habuprabodbiui 46|agHaid.coH.
10. PAYMENT OBLIGATIONS:
10.1. For Product Supplies and Services provided under this Agreement, the School shall pay charges for
the usage of the product as per annexure 3. The customer will pay a one-time fee of Rs.
exclusive of GST for the implementation of ERP, LMS, and website solutions for the school. An annual
AMC cost of 25% of the one-time fee will be collected from the next year for the maintenance and
upgradation of the product every year.
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10.3. All charges and payment terms are subject to changes based on changes to scope or for reasons
that are not envisaged in this agreement, this needs to be agreed upon mutually.
11. GENERAL
11.1.EntireAgreement: This Agreement and any documents referred to in it forms the entire agreement
and understanding between the parties as to the subject hereof and supersedes all prior oral and written
agreements, negotiations, correspondence, undertakings, promises, representations, and warranties
between the parties. The parties acknowledge that they are entering into this Agreement of their own
volition and do so without relying on any undertaking, promise, assurance, statement, representation, or
warranty of any other person other than as expressly set out in this Agreement.
12.2. Force Majeure: subject to payment of the Fee in a timely manner, neither Party shall have any
liabiity to the other under this Agreement if it is prevented from, or delayed in, performing its
obligations under this Agreement, or from carrying onits business by acts, events, omissions or
accidents beyond its reasonable control, including but not limited to strikes, lock-outs or other industrial
disputes, act of God, epidemics, pandemics, war, riot, civil commotion, compliance with any law or
regulation, fire, flood or storm (each a "Force Majeure Event"), provided that: (i) the affected party
notifies the other party of such an event and its expected duration; and (ii) the affected Party uses
reasonable endeavors to mitigate, overcome or minimize the effects of the Force Majeure Event
concerned, and that if the period of delay or non-performance continues for four (4) weeks or more, the
Agreement by given fourteen (14) days' written notice to the other
Party not affected may terminate this
party.
12.3. Assignment: This Agreement may not be assigned or transferred by either Party without the prior
written consent of the other party, provided that (i) either party may assign this Agreement as part of a
in a sale of all or substantially all of
merger, consolidation, or reorganization, or to the surviving entity
such Party's assets, on written notice to the other party and without the other Party's consent, and (i) in
transferee agrees in writing to assume all obligations and
any case, only if the proposed assignee or
liabilities hereunder of the assignor or transferor.
12.4. Severance: If any provision of this Agreement shall be declared by any court of competent
unenforceable, the other provisions shall not be affected but shall
jurisdiction to be illegal, void, or
remain in full force and effect. If any provision of this Agreement is found to be unreasonable or invalid,
the provision shall be enforced to the maximum extent valid and enforceable. All provisions that logically
ought to survive termination of this Agreement shall survive.
12.5. Waiver: Failure of either Party to insist on strict compliance with any of the terms, covenants, and
conditions of this Agreement shall not be deemed a waiver of such terms, covenants, and conditions, or
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as expressly set forth in this
of any similar right or power hereunder at any subsequent time. Except
to its other remedies
Agreement, the exercise by either Party of any remedy will be without prejudice
under this Agreement or otherwise
12.6. Counterparts: This Agreement may be executed in multiple original counterparts, all of which shall
be taken together as one and the same agreement. This Agreement and written amendments hereto
may be executed electronically.
13. CUSTOMER DATA PROTECTION
13.1 Compliance with Laws
Each Party shall abide
by the laws and regulations applicable to it relating to the Services.
13.2 Restricted use of Customer Data
FHexagn will not use or allow anyone else to
use, Customer Data to contact any individual
ieed-to-know basis as directed or otherwise except on a
anything to the contrary, Flexagn will use, permitted by Customer in writing. Notwithstanding
store, or access
Subscription Services to School and only in the manner as Customer Data only in order to provide the
permitted by this Agreement
13.3 Security Measures
Flexagn shall adopt and maintain appropriate
of the organizational and technical safeguards for the protection
security, confidentiality, and integrity of Customer Data.
As the Customer
collects the Customer Data and
utilizes the Services for
Customer shall be the controller, and
Flexagn, the processor, for the
processing the same, the
laws. The Customer shall be purpose of applicable data privacy
responsible
aws pertaining to the collection
for ensuring that it
complies with applicable data protection
and transfer of
shall be responsible for personal data as the controller of such data, and
ensuring that it complies with applicable data Flexagn
processor of such data. protection laws as a applicable
14 CONFIDENTIALITY
14.1 Confidential Information
As used herein, "Confidential 1Information" means all
("Disclosing Party") to the other Party ("Receiving confidential information disclosed by a Party
designated as confidential, or that reasonably should beParty"), whether orally or in writing, that is
of the information and the circumstances understood to be confidential given the nature
of disclosure all
as
non-public information shall be deemed to
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be confidential. Customer's Confidential Information shall include Customer
Data; Flexagn's Confidential
Information shall include the Services; and Confidential Information of each Party shall include the terms
and conditions of this Agreement and all Orders Forms, Statements of Work, as well as business and
marketing plans, technology and technical information, product plans and designs, and business
processes disclosed by such Party. However, Confidential Information (other than Customer Data) shall
not include any information that (i) is or becomes generally known to the public without breach of any
obligation owed to the Disclosing Party; (i) was known to the Receiving Party prior to its disclosure by
the Disclosing Party without breach of any obligation owed to the Disclosing Party; (ii) is received from a
third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently
developed by the Receiving Party.
14.2 Protection of Confidential Information
The Receiving Party shall use the same degree of care to protect Confidential Information that it uses to
protect the confidentiality of its own confidential information of like kind (but in no event less than
reasonable care). It shall not use any Confidential Information of the Disclosing Party for any purpose
outside the scope of this Agreement and, except as otherwise authorized by the Disclosing Party in
writing, limit access to Confidential Information of the Disclosing Party to those of its and its service
providers' employees, consultants, contractors and agents who need such access for purposes consistent
with this Agreement and such Receiving Party ensuring that such person has signed confidentiality
agreements with the Receiving Party containing protections no less stringent than those herein.
FLZ Private Limited
Signature
Name SHRINIWAS MUTNURE
Designation Co-founder
FOR
Signature Rausay
Name- d. aaT KT% K K r i d aV s
Kshanik Prp
Designation R3R UTTeaft, MH/33986
Reg.No.
IKolhapur
6-3, 1. RIS, fY. TleET. DL 24/03/2015
Tal.Bhudargad
*apeneu
Kolhapur
YSefex
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ANNEXURE 1:
SCHOOL DETAILS
Registered name of School
Raja si Shehu Kala, Ka ida v Shaikshdnik
Address
frabodnni , Konavade
City
State
Kolhapu
Pin Code Mahasastsa
Affiliation Board 16209
Affiliation No.
Name of the Trust/Society running the
school
Rcucrrehi habu Kalo, Kmda,v uai sanik
PAN No. of the School/Society abodhne Konarcde
GST No. of the School/ Society
2. Academic year:
Start date of Academic year
2023- 24
COMMUNICATION DETAILS: AUTHORISED SIGNATORY OF THE
SCHOOL
Authorized Signatory Name
Signing Authority Designation
Sau. Tea Rajendsa u
Mobile No.
Kaura.
404889461
Email Address
COMMUNICATION DETAILS FOR ORDER/BILLING/PAYMENT:
Email ID
Authorized Signatory Name
Signing Authority Designation
Mobile No.
Email Address
Name of authorized person (SPOC)
Designation
Mobile Number
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ANNEXURE 2:
Data required for the LMS
Teacher Information Details
Teacher's Full Name
Phone No
Email ID (Optional)
Grades Teaching
Subject Teaching
|Is she a class teacher? Yes/No
Class Teacher for which grade and section?
Sr No Student Name
School ID No Grade Section (if any) Phone No
ANNEXURE3
1. Plan, Pricing and Billing Details
Type
ost
ERP+Website+LMS Additional Comment
INR 2.3
Training & Onboarding Expenses 0o0 GST GST will be
additional
per school NIL Flexagn will do the teacher and
student/parent training
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An annual AMC cost of 25% of the one-time
fee will be collected from the next year for the maintenance
and upgradation of the product every year.
schedule of payments
Schedule of Payments Payment Method
Due Date
|10% advance payment Cheque/Bank Transfer
Along with the signing order
25% remaining payment after 50%
completion of ERP implementation Cheque/Bank Transfer
Within 30 days of invoice
50% remaining payment after 100%
completion of ERP implementation Cheque/Bank Transfer
Within 30 days of invoice
