Memorandum Of Understanding

This Memorandum of Understanding (hereafter referred to as MoU) is signed and executed

on 17th day of February 2021.

BY AND BETWEEN

Collegedunia Web Pvt. Ltd., a company duly incorporated under the provision of Companies
Act 1956, located at 4TH FLOOR, Plot No. 418-419, AIHP Signature Tower, Phase IV, Sector
18, Gurugram, Haryana 122015 (herein referred as First Party).

AND

Fortune Institute of International Business, located at Plot No. 5, Rao Tula Ram Marg,
Opposite Army R&R Hospital, Vasant Vihar New Delhi, Delhi 110057, having GSTIN no:
07AAATF0849C1Z3 (hereinafter referred as Second Party)

FOR THE PURPOSE OF

Providing digital marketing services (hereafter referred to as “Campaign”) as stipulated under

clause 2 of this Agreement) by the first party to the concerned institution of the second party.

NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND THE MUTUAL

COVENANTS OF THE MOU HEREINAFTER SET FORTH, THE PARTIES HEREBY AGREE
TO THE FOLLOWING:

1. Term of the Agreement.

This MOU shall come into force from the date of signing and shall remain valid till
31st August 2021 or till the end of the admission cycle for the academic year
2021, whichever is later unless and otherwise terminated by either party as mentioned
in clause 4 hereinafter.
2. Scope of Services
1. The Deliverables from the First Party to the Second Party are stipulated in Annexure-
1, which, along with all terms and conditions stipulated therein shall forms part of the
present Agreement.
2. The First Party shall be involved in the engagement activities like interviews and
testimonials from dignitaries, students and alumni at various stages of campaign.
3. The second party shall give the API integration system to the first party for the delivery
purpose of the services as stipulated in Annexure- 1, during the entire campaign
tenure.
4. Campaign shall not continue beyond the date so decided except if a written request is
received from the second party to extend the period of campaign, deliverables and the
MoU at the additional cost as may be mutually agreed between the parties.
3. Pricing & Payments:

1. For the consideration of providing services under this agreement by the First Party to
the Second Party, the Second Party agrees to the payment terms and schedule as
stipulated in Annexure-2, which shall form part of this Agreement.
2. The Second Party agrees that the charged amount is non-refundable.
3. First party shall raise the invoice upon the Second Party for the aforesaid installments.
4. Second Party agrees to make the payment within 10 days of the date of the invoice.
Upon such default, the campaign will be paused till the next payment is released.
5. For the admissions/applications deal, reconciliation shall be in every 30 days, invoice
will be raised by the first party, the same is to be paid by the second party within a
period of 10 days.
6. Any delay in the payment of installments, in addition to the installment due, will attract
interest of 18% PA on the instalment amount calculated from the due date till the date
of receipt of the payment by the first party.
7. The second party shall release the payments to the bank of the First Party as per the
following details:

Banking Details of First Party

Account Holder CollegeDunia Web Pvt. Ltd.

Account Number 50200014527292
Bank Name HDFC Bank Ltd
Branch Name Chandni Chowk, New Delhi
IFSC Code HDFC0000553
PAN No AAFCC5173J
GST No 06AAFCC5173J1ZK

4. Termination of MoU :

1. This MoU can be terminated on mutual consent of both the parties without assigning
any reason, by giving 30 days advance written notice to the other party.
2. This MoU can be terminated with immediate effect by either party if the other party fails
to rectify any violation of the terms and conditions of this Agreement provided that a
prior notice of not less than 10 (ten) days of such violation has been given to the other
party.
3. The First Party may, without notice, terminate or suspend the Agreement with
immediate effect in case any of the installment payable by the Second Party remains
due for more than 30 days.
 4. Termination under this Clause shall not absolve the Second Party from any of its
lability, obligations and duties under this Agreement arising out of the services
rendered by the First Party prior to such termination.

5. Point of Contact :

Point of contact from first party shall be as follows:

Name Designation Email Id Mobile

Ms. Niharika Young Leader [email protected] 7982886334

Key Account
Mr. Ashish Gulia Manager [email protected] 9582688198

Point of contact from second party shall be as follows:

Name Designation Email Id Mobile

Mr. Santosh Kumar Senior Manager

[email protected] 813065821
Deputy Head
Institutional
Mr. Dhiraj Pradhan growth [email protected] 7042324775

For the escalations purpose, either parties can mail/write to the above point of
contacts, and the party shall respond within 24 hours.

6. Arbitration:

Dispute, if any shall be referred to a Sole Arbitrator in accordance with the provisions
of Arbitration and Conciliation Act 1996. The decision of the Arbitrator shall be final
and binding on both the parties. The venue of the Arbitration shall be at Haryana and
the courts at Haryana shall have the exclusive jurisdiction over the disputes between
the parties

7. Intellectual Property Rights:

1. Each party shall retain their respective rights, title and interest in their patents,
copyrights, trademarks, proprietary marks and/or licensed software, service marks,
 trade secrets and any other form of intellectual property ("Intellectual Property Rights").
Second Party hereby irrevocable waives all rights and claims in the Generated IPR,
including without limitation, rights of title, license, interest etc.

2. The Parties further agree that neither Party shall acquire any right whatsoever, through
use in commerce or otherwise, in the Intellectual Property Rights of the other Party on
account of the limited permitted use as per the terms of this Agreement. All such rights
pertaining to use and title of all Intellectual Property Rights of the parties shall
exclusively vest with the respective parties.

3. No Party may, under any circumstances, seek to register any trademark, business
name, business processes, inventions, company name, domain name using or
incorporating the Intellectual Property of the other Party and each Party acknowledges
that upon expiry or termination of this agreement, it shall have no right whatsoever in
connection with the Intellectual Property Rights of the other Party.

8. Confidentiality:

1. The receiving Party shall not disclose the proprietary information, trade secrets,
business plans, marketing plans, or such other information that may be categorized as
confidential from its nature that may or may not be marked or designated as
confidential (“Confidential Information”) belonging to the other Party or any of its
affiliate companies, to any third parties, without the express prior written consent of
disclosing Party. The receiving Party shall use all reasonable efforts to maintain the
confidentiality of all the Confidential Information of the disclosing Party that is in its
possession or control, but in no event less than the efforts that it ordinarily uses with
respect to its own Confidential Information. Each Party shall restrict all Confidential
Information to its employees on a “need to know” basis and apprise them of the
confidentiality requirements hereunder. This clause shall not apply to information that
is:

(a) already lawfully available in the public domain; or

(b) lawfully known to the receiving Party at the time of disclosure; or
(c) lawfully obtained by the receiving Party on a non-confidential basis from a third
party.

2. Upon termination or expiration of this Agreement, the receiving Party shall return or
destroy all the Confidential Information kept in its possession to the disclosing Party
and furnish a proof of such destruction of the Confidential Information. For any
Confidential Information, which is not commercially practicable to be returned or
destroyed shall continue to be bound by this obligation of confidentiality post expiration
or termination of this Agreement.
9. Indemnity:

Second Party hereby agrees to indemnify, reimburse, defend and hold harmless the
First Party, its affiliates and other officers, directors, employees, agents, successors
and assigns, from and against any and all costs, losses, damages, lawsuits,
deficiencies, claims and expenses (including court costs and reasonable attorney’s
fees) incurred or suffered by the First Party in connection with or arising out of or
resulting from or incidental to (i) any action or omission with respect to the
content/schemes/information/material provided by Second Party to the First Party for
the purpose of Campaign under this Agreement; (ii) any breach of obligations,
representations and warranties as set out in this Agreement by the Second Party or
any of its officers, employees or representatives; (iii) any harm to the properties,
reputation and goodwill of the First Party directly attributable to the acts or omissions
of the Second Party or any of its officers, employees or representatives.

10. Force Majeure:

Neither Party will be liable for any default or delay in the performance of its obligations
under this Agreement, if and to the extent such default or delay is caused by fire, flood,
earthquake, elements of nature or acts of God; wars, terrorist acts, site-specific terrorist
threats, revolutions, restriction by the government authorities/agencies, pandemic,
epidemic provided that the aforestated events render the party unable to perform its
services/obligations under this Agreement and provided that a notice in writing of not
less than 15 days in advance, invoking this clause, is given to the other party.

Authorized Signatories:

For Collegedunia Web Private Limited For Fortune Institute of International

(First Party) Business
(Second Party)

Name: Name:
Designation: Designation:
Date: Date:
 ANNEXURE-1
(SCOPE OF SERVICES)

First Party Agrees to provide:

 600 no. of Organic Leads for PGDM program offered by the Second Party.

For the purpose of achieving the aforesaid target, First Party shall carry out the
following activities: -

S. TENTATIVE PRICE
PRODUCT PRODUCT DETAILS QUANTITY DURATION
NO RESPONSES RATE

LISTING OF COLLEGES TO
1 LISTING 1
CAPTURE ORGANIC REPONSES.

THE MICROSITE OF YOUR

COLLEGE SHOULD BE UPDATED
UPDATING TO THE LATEST COURSES AND
3 OF THEIR RESPECTIVE FEES. THE -
MICROSITE MORE DATA ON THE
MICROSITE, THE MORE 8 ₹2,10,000
CONVERSIONS. 600 Leads
MONTHS + GST
EMAILERS USED FOR
PROMOTING
EVENTS/FUNCTIONS AND ALSO
5 EMAILERS INFORM STUDENTS ABOUT THE 5
SAME. WE HAVE A VERY RICH
DATABASE OF STUDENTS
SEEKING ADMISSIONS.

Terms and Conditions:

1. The first party will run various remarketing & retargeting activities for the institution of
the second party to generate the responses.
2. The first party can run remarketing on its database over Google & other platforms.
3. All responses are billable except the cases of Invalid details (i.e. Wrong Mobile
Number).
4. The target deliverable by the First Party as stipulated hereinabove is subject to the
fulfillment of following condition by the Second Party:
(i) The first call by the second party has to be made within 24 hours of receiving the
responses, the second call should be in 48 hours and the third call should be in 96
hours of getting the responses from the first party.
(ii) The Second Party shall provide last 3 years’ admissions/applications data of its
institution(s) to the first party as per Annexure A.
(iii) The first party will seek data to update the information for the institution of the
second party on the college dunia portal. This must be done before the start of
campaign.
(iv) The Second party shall provide an advanced publisher panel for the CRM system
for the operation and tracking purposes as per Annexure B.
 (v) Regular feedback (ideally within 4 working days) of the responses shall be given
for the optimization of the campaign. Any negative feedback provided after 4 working
days from the date of delivery of response will not be considered authentic.
(vi) The second party shall give approval of promotional creatives and content provided
by the first party within 24 hours from its receipt by the First Party.
5. The parties need to have fortnightly campaign review meetings for
inputs/suggestions/active participations to optimize the campaign.
6. The first party can situate the concerned persons from its side at the institution of the
second party for the purpose of evaluating and optimizing the counselling process,
tele-calling and drip activities over the delivered responses. The second party shall be
required to help the concerned persons from the first party for the above purpose with
the relevant data and engagements.
7. For the admission/application/ verified leads deal, conversion shall be accepted over
first source/primary attribution. And the second party shall provide status (i.e
primary/secondary/tertiary) of responses within 24 hrs upon receiving from the first
party else all responses will be considered as first source/primary attribution.
8. In the event that the campaign is stopped or terminated by the second party or in the
event that within the duration of the campaign the delivered leads exceed the agreed
number of leads, all the leads so delivered will be billed on the basis of Cost Per Lead
i.e. “CPL” at the rate of INR 400 + GST per lead.
 Annexure A
(Admission/Application Data )

Admission Year Admission Year Admission Year

Course Name 2018 2019 2019

Seats

Application

Admission

Seats

Application

Admission

Seats

Application

Admission

Admission Year 2019 Admission Year 2020

Top 5 States #Application #Admission #Application #Admission

 Annexure B
(CRM advance publisher panel features)

Dashboard Features

Basic Details

Lead Origin

Country/State/City

Instance (PST) / Date of Instance

Campaign Breakup

Course / Campus / Specialization

Lead Status (Verified/Unverified)

Lead Details
Download Report

Active Leads

Registration Device

Lead Stage

Lead Score

Form Initiated

Payment Approved

Lead Trends

Device Share

Lead Origin Performance

Advanced Lead Dashboard Lead Score Trends

Lead Disposition Trends

Incomplete Leads

Benchmarking

Application Status
Application Trends

Advanced Application Dashboard Lead to Application Trends

Time Lag Report

Benchmarking
 Top Campaigns

Campaign Analysis

State/City Wise Contribution

Advanced Geographical Dashboard State/City Wise Lead and Application Trends

Benchmarking
 ANNEXURE-2
(PAYMENT TERMS AND SCHEDULE)

Deliverables from the second party to the First party as shall be per the followings:

Details of Payment

S.No Details of Payment Amount

Lead Campaign for “Fortune Institute of

1 International Business” INR 2,10,000 (Excluding Taxes)
Total INR 2,10,000 (Excluding Taxes)

Payment Schedule

S.No Details of Payment Amount

1st Installment-Before Starting of
Campaign ( Expected Month - Feb
1 2021) INR 84,000 (Excluding Taxes)
2nd Installment- (Expected Month-
2 April 2021) INR 63,000 (Excluding Taxes)
3rd Installment-.(Expected Month-
3 June 2021) INR 63,000 (Excluding Taxes)

Total INR 2,10,000 (Excluding Taxes)