Memorandum of Understanding

 

EduGorilla Community Private Limited, a firm registered under the Companies Act, 1956 and having its registered office at 5/142 Awas Vikas Colony, Farrukhabad, U.P., 209625, has agreed to act as sales partner for the company on the terms and conditions hereinafter mentioned. {Mention henceforth referred as “EduGorilla”}

AND WHEREAS the parties here to have after mutual discussions have come to an agreement for:

Marketplace

FOR MARKETPLACE

  1. Fee/Commissions:

    1. EduGorilla as such shall not charge any fee for providing web space/display on website. However for sales that are made/generated using the website www.edugorilla.com and through offline sale a commission shall be paid by the Company to EduGorilla.
    2.  It is expressly agreed that EduGorilla shall debit the amount of commission from the remittance to Company within 15 working days after the time of forwarding the order received from the end customer.
    3. Fifteen (15) days after the date on which the applicable sale ends, EduGorilla will make available to the Company a report detailing sales of study material along with payment of the Revenue Share due in connection with such report, instantly through the portal.
  2. Order, Handling, & Delivery:

    1. Orders for the study material shall be received using the website www.edugorilla.com and shall be forwarded to the Company by EduGorilla.
    2. The Company shall immediately arrange to deliver the products to the designated address as early as possible but in any case the dispatch shall be made within 13 days of the receipt of  the Order. In case the Company fails to dispatch the product within the aforesaid time, it has to return the amount received back to EduGorilla forthwith. No delay in returning the amount is permissible and any delay caused shall be considered as breach of the agreement and be one of the cause for termination of agreement. The Company will provide a current email address/contact no. to EduGorilla to which EduGorilla may direct inquiries from users regarding their Marketplace study material.
    3. If in some instances delay in delivery to customers occurs due to technical fault or some errors due to system issue on the website, EduGorilla would be held responsible for any losses    occurred to the company.
    4. The Company will bear any cost linked to the delivery of the item to the end customer.
    5. The Company shall ensure that the items dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Company to the customer.
    6. The Company agrees to replace any ‘materially different’ products (wrong or damaged item) supplied to the customer at its own cost and shall not hold EduGorilla responsible in any manner whatsoever. An item will be applicable to return within the applicable return window of 15 days – if it was delivered in a physically damaged condition; has missing parts or accessories; is different from what was ordered, the clients must directly contact the Company in such cases within a period of 7 days.
    7. The company will grant EduGorilla the right to resell, distribute, promote, advertise, transmit, publicly display or make available (including via download), as applicable, the Marketplace Study material (DLPs, Lectures, Books, Test Series, AITs etc.) to end users.
  3. Commencement, Term, Renewal:

    1. The date of execution of this agreement shall be the commencement date and the agreement shall remain valid and binding for a period of 1 Year initially and can be renewed on mutually agreed terms at the time of renewal for such terms as the parties agree. All renewals of the agreement shall be express and in writing. No oral agreement shall be binding on either of the party. This agreement is subjective to renewal of pricing after 1 year. If the agreement is not updated, previous agreement shall continue. However, any party may terminate this agreement before the period of one year by giving 1 months’ notice in advance to the other party.
  4. Covenants:

    1. The Company declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.
    2. The Company agrees to indemnify and keep indemnified EduGorilla from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against EduGorilla due to acts/omission on its part.
    3. To provide full, correct, accurate and true description of the study material so as to enable the customers to make an informed decision. The Company agrees not to provide any such description/information regarding the items which amounts to misrepresentation to the customer.
    4. The Company is responsible for providing accurate Information. If any Information is inaccurate or needs to be updated or modified, it will promptly update the information on EduGorilla `Do It Yourself` portal. In case the Company alters the details of an item in a way that it affects its value or utility without prior information to EduGorilla, it will have to bear the consequence, maybe positive or negative, once the item gets sold.
    5. At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.
    6. To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.
    7. To pass on the legal title, rights and ownership in the items sold to the Customer.
    8. To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Company. No claim of whatsoever nature will be raised on EduGorilla.
    9. The Company shall at all time during the pendency of this agreement endeavor to protect and promote the interests of EduGorilla and ensure that third parties rights including intellectual property rights are not infringed.
    10. To provide copies of any document required by EduGorilla for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice.
    11. To seek advance written approval from EduGorilla, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.
    12. EduGorilla declares that it shall at all the time during the pendency of this agreement endeavor to protect and promote the interests of the company, taking in consideration its intellectual property rights. It shall protect all kind of information related to the Company from any third party.
    13. EduGorilla shall be responsible for the consequences in any case of delay in the progress of sale due to technical issues on its website.
  5.  Warranties, Representations and Undertakings:

    1. The signatory to the present agreement is having the right and full authority to enter into this Agreement with EduGorilla and the agreement so executed is binding in nature.
    2. All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against the Company.
    3. That it is an authorized Educational establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with EduGorilla.
    4. That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with EduGorilla and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
    5. It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to EduGorilla upon demand.
    6. EduGorilla has agreed to act as a sales partner to the Company and warrants that it has right and full authority to enter into this agreement with the Company, and in any case will not violate/infringe any intellectual property rights of the Company.
  6. Limitation of Liability:

    1. EduGorilla on the basis of representation by the Company is marketing their study material on its portal to enable it to offer its products for sale. This representation is the essence of the Contract. It is expressly agreed by the Company that EduGorilla shall under no circumstances be liable or responsible for any loss, injury or damage to the Company, customer or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the study material being in any way damaged.
  7. Jurisdiction:

    1. All disputes between the parties hereto arising out of this Agreement or in relation thereto or regarding the interpretation of this Agreement, shall be referred to an arbitrator appointed by the Indian Council of Arbitration, New Delhi. The venue for arbitration and shall be exclusively at Farrukhabad. All dispute shall be subject to Farrukhabad District Court only.
  8.   Intellectual Property Rights:

    1. Whenever the company manufactures any new product and launches the same in the market for sale, EduGorilla shall undertake special selling campaign for the all new products manufactured in mentioned period of time from the ‘Do It Yourself’ portal, in consultation with the company.
  9. Entire Agreement:

    1. This Agreement embodies the entire agreement and understanding of the parties involved and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the parties with respect to its subject matter.
  10. Assignment:

    1. Neither this agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractible or conveyable by Company, either by operation of law or otherwise, without the express, prior, written consent of each party signed by an authorized representative of both parties.
  11. Confidentiality:

    1. The contents of the agreement and any information passed on by EduGorilla to the Company is highly confidential in nature and the Company agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available it under this Agreement.
    2. The Company agrees that EduGorilla shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information.
    3. EduGorilla agrees that the Company shall have similar rights in any case of breach of this Agreement and/or disclosure of the Confidential Information by the former.

Annexure 1

Particular Price Comments
I.1- Commission on Marketplace (online sale) 30%
(on Sale Price)
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