MEMORANDUM OF UNDERSTANDING

For Forming a Consortium

Between

IL&FS Education and Technology Services Limited

&

Skill Training Assessment Management Partners Limited

FOR

Selection of Agency for Concurrent Evaluation of Learning Achievement of

Students in Elementary Schools of Odisha
 Memorandum of Understanding

This CONSORTIUM AGREEMENT (the “Agreement”), made as of this 17 th day of

May, 2016, by and between,

IL & FS Education & Technology Services Limited, a company formed and existing
under the provisions of the Companies Act, 1956, having its Registered Office at
3rd Floor, Plot No. C-22, G Block, Bandra-Kurla Complex, Mumbai 400 051,
Maharashtra, hereinafter referred to as “IL&FS Education” (which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns), of the First Part;

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 AND
Skill Training Assessment Management Partners Limited, a company formed and
existing under the provisions of the Companies Act, 1956, having its Registered Office at
2nd Floor, Niryat Bhawan, Rao Tula Ram Marg, New Delhi 110057, hereinafter referred
to as “STAMP” (which expression shall, unless repugnant to the context or meaning
thereof, be deemed to mean and include its successors and permitted assigns), of the
Second Part,

Hereinafter, IL&FS Education and STAMP are individually referred to also as a “Party”
or “Consortium Partner” and collectively as the “Parties” or “Consortium Partners”;

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WHEREAS:

(A) The State Project Director, Odisha Primary Education Authority (hereinafter referred
to as the “Customer”) has invited Expression of Interest (hereinafter, “EoI”) for
“Selection of Agency for Concurrent Evaluation of Learning Achievement of
Students in Elementary Schools of Odisha” (hereinafter referred to as “the
Project”). The customer solicits proposals from eligible consultancy agencies to
indicate their interest in providing services with respect to undertaking concurrent
evaluations with objective of providing a regular monitoring framework that aims
at highlighting the effectiveness of the teaching learning process, with an aim of
providing corrective mechanism, which inter alia, would include assistance to
Odisha Primary Education Authority: OPEPA to plan, implement and monitor the
Project interventions.

(B) The Parties wish to work together by forming a consortium with the understanding
that IL&FS Education shall act as the Lead partner and STAMP Clusters shall act
as the consortium partner and together they will be referred to as Consortium
Partners.

(C) The Consortium Partners hereby authorise STAMP to submit an EoI in response to
the notice for EoI.

(D) Each Party affirms that they shall co-operate with each other in the spirit of mutual
co-operation and collaboration for the common objective of fulfilling the
objectives envisaged by the consortium for the EoI.

General Terms & Conditions

(1) Term:

IL&FS Education and STAMP intend to work together vide this MOU till 31 st
June 2017 on an exclusive basis and this MOU shall be renewable for successive
annual terms as may be mutually agreed to in writing by both parties. Both
IL&FS Education and STAMP agree that if this Consortium is shortlisted for the
RFP stage, a broad and comprehensive agreement will be formulated by the
parties before submission of proposal against the RFP, covering all aspects, but
not limited to:

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 a) roles & responsibility for project implementation,
b) risks assumed by each for the project,
c) financial arrangement between the parties

to ensure that both the parties are able to jointly make best efforts to complete and
execute the specific project on mutually agreed terms & conditions of the
standards, details of which will be worked out subsequently within the desired
overall scope of work of the project.

(2) Framework of Collaboration:

Both IL&FS Education and STAMP agreed to respond to the advertisement

floated by The State Project Director, Odisha Primary Education Authority
“inviting Expression of Interest for “Selection of Agency for Concurrent
Evaluation of Learning Achievement of Students in Elementary Schools of
Odisha” as per the clauses below-

Both IL&FS Education and STAMP agreed that, for the purpose of this EoI and
the project, while STAMP will front-end as the prime bidder, STAMP shall act as
consortium partner.

Both IL&FS Education and STAMP agreed that IL&FS Education will provide
appropriate manpower support to STAMP, to enable STAMP to create a suitable
response (document, presentations, response to queries, etc) to this EOI and
subsequently the Request for Proposal (RFP), incorporating best industry
standards & practices;

In the event of the Force Majeure it is hereby agreed by and between the parties
that neither party shall be liable for any delay in meeting or for failure to meet any
of its obligations under this MOU. However, each Party shall reasonably attempt
to fulfil its obligations under this MOU in such event.

Each party agrees that it will not charge any amount under any circumstances to
the other party, for preparing the response document for both EOI and RFP. Each
Party shall bear its own cost of preparing, executing the EOI/RFP and other
incidental documents pertaining to this Project.

(3) Relationship of IL&FS Education & STAMP :

For the limited purpose of this MOU, till the specific Agreement is executed
between the Parties subject to the award of the Project, each party shall be

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 independent and shall have no power, nor shall each of them represent that each
of them have any power, to bind the other or to assume or to create any obligation
or responsibility, express or implied, on behalf of or in the name of the other.
IL&FS Education & STAMP agree that they are entering into this MOU as
independent parties and not as the agent of the other for any purpose whatsoever,
and nothing herein shall be construed to establish a relationship of agency or joint
venture between IL&FS Education & STAMP.

(4) Financial Terms :

This MOU captures the intent of the Parties to work together and the financial
consideration of the alliance shall be spelt out in the separate Agreement to be
entered into between the Parties as mentioned in clause (1) above

(5) Confidentiality:

Both the parties shall severally take all necessary care to ensure that the
information provided by the other party remains confidential and further agrees
not to use the Confidential Information for any purpose other than the purpose for
which they are intended. Parties shall not disclose any Confidential Information to
anyone other than the employees of their organization who have a need to know
the Confidential Information and/or the statutory authorities. The obligation of the
confidentiality shall subsist until the expiration or sooner determination of this
MOU

Upon the cessation of this MOU either by termination by the parties or by efflux
of time each party shall deliver to the other all documents, plans, drawings,
sources, electronic media or any other source or papers in any way relating to the
affairs of each other, which may be in its possession or under its control

(6) Intellectual Property Rights (IPR):

Both the Parties shall own their Intellectual property Rights. Neither Party shall
use, register the other’s IPR without seeking prior approval of the Party which
owns such IPR

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(7) Indemnification:

The parties shall indemnify each other and hold each other harmless against any
and all direct damages arising from any act or omission caused by the other party.
Each Party shall indemnify, defend and hold harmless the other Party and its
affiliates and their respective officers, partners, directors, employees, agents,
successors and permitted assignees (the "Indemnified Persons") from any and all
losses and threats caused by the default of the indemnifying Party in respect of its
obligations hereunder or by the negligence or other tortuous act or omission of the
indemnifying Party, its employees, agents or subcontractors

(8) Modification :

This MOU may be modified, through a written document signed by duly

authorized representatives of both parties

(9) Dispute resolution & Jurisdiction:

(a) This MOU shall be governed according to the Indian

laws and each Party shall submit to the jurisdiction of the Courts at Delhi,
India

(b) Any and all differences and disputes whatsoever

arising between the parties shall in the first instance be resolved mutually
between the parties and in the event of a non-resolution the matter may be
referred to arbitration

(c) Both the parties shall mutually appoint one arbitrator

and any decision, determination or award of the Arbitrator shall be binding
on the parties. The cost of arbitration shall be shared by the parties in equal
proportion & the venue of arbitration shall be Delhi

(10) Termination:

Either Party can terminate this MOU by providing thirty (30) days prior written
notice to the other party.

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(11) Compliance with laws:

Each Party shall at all times and at its own expense will strictly comply with all
applicable laws, rules, regulations and Governmental orders and maintain in full
force and effect all licenses, permits, authorization, registration and qualifications
from all Governmental departments and agencies to the extent necessary to
perform its obligations hereunder

(12) Limitation on Liability

Except for the express warranties stated herein the parties hereto grant no
warranties to each other with respect to the information, products, either
expressed or implied.
.
In no event shall either party be liable to the other party under any legal theory for
any indirect, special, incidental or consequential damage. Notwithstanding the
above, no exclusion or limitation of liability will be effective in case of gross
negligence or intentional misconduct.

(13) Assignment :

A Party shall be entitled to sell, assign or in any manner encumber or transfer any
of its rights, interests, obligations or any part thereof in this Memorandum of
Understanding as it may deem fit, only after obtaining the written consent of the
other Parties

(14) General provisions:

(a) No waiver:

The failure of either party to assert any of its rights under this MOU shall
not be deemed to constitute a waiver of that party's right thereafter to
enforce each and every provision of this MOU in accordance with its
terms

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(b) Notice:

All notices required or permitted by, or made pursuant to, this MOU shall
be in writing and shall be sent by facsimile or by registered, first class
airmail, return receipt requested and postage prepaid, to the following
addresses:

If to: IL&FS Education and Technology Services Limited

NTBCL Building, Toll Plaza,
DND Flyway,
Noida, 201301, Uttar Pradesh
Phone : 0120-2459200
Fax : 0120-2459201

If to: Skill Training Assessment Management Partners Limited

Aditya Textile Industrial Compound, Corduroy
Building, Safed Pool, Andheri Kurla Road,
Andheri East,
Mumbai, Maharashtra 400 072
Phone : 022- 6780 9292
Fax : 022- 6780 9222

All such notices shall be deemed to have been received as follows:

(i) if by facsimile, twenty-four (24) hours after transmission, and

(ii) if by registered, first class airmail, upon receipt of
acknowledgement of delivery

(c) Force Majeure

Neither party hereto shall be considered in breach hereof or in default if it

fails to perform or observe any or all of the terms of this MOU resulting
directly or indirectly, such as, but not limited to acts of God, Civil or
Military authority, acts of Government, acts of Public Enemy, war, riots,
explosion, earthquake, flood, storm, lightning strike, etc. In such a case
either party shall notify the other party of the occurrence of such cause and
should as a consequence, the performance under this MOU be prevented
for a period longer than six months, then the remaining parties shall have
the right to terminate this MOU

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(15) Severability :

If any of the provisions of this MOU are declared to be invalid, such provisions
shall be severed from this MOU and the other provisions hereof shall remain in
full force and effect

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET THEIR

RESPECTIVE HANDS ON THE DAY MONTH & YEAR FIRST ABOVE
WRITTEN

For IL&FS Education and Technology For Skill Training Assessment

Services Limited Management Partners Limited

Signature Signature

Name : Name:

Designation: Designation:
Date: Date:

Witness 1 Witness 2

Signature Signature

Name : Name:
Designation: Designation:
Date: Date:

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