LawfirmDraft

EDUCATIONAL AND TECHNICAL COLLABORATION
AGREEMENT

BETWEEN
“_____”
AND

Enhelion Knowledge Ventures Pvt Ltd

This EDUCATIONAL AND TECHNICAL COLLABORATION AGREEMENT
(“Agreement”) is made and entered into on

In furtherance of their mutual interest in the field of legal education and research, and as a
contribution to the development of legal education Enhelion Knowledge Ventures Pvt Ltd
[hereinafter Enhelion] having its address at 348, Sunheri Bagh, Sector 13, Rohini, Delhi:
110085 and __________ hereinafter LAW FIRM, having its address at
_______________________________________________

The parties to this Agreement are individually referred to as the “Party” and collectively
referred to as “Parties”.

Preamble: the Charter
The link between the parties involves collaboration between the LAW FIRM and Enhelion
with the vision of enhancing the process, mechanism and delivery of legal education.

Both parties shall seek to promote:
• The co development of legal education programmes by starting co - certified
certificate courses in areas of mutual interest
• Broader collaboration between the parties in the realm of educational services
• The provision of cultural and intellectual enrichment opportunities for staff and
students of university/institutional partners of Enhelion

The Parties hereto are desirous of recording in writing hereof the terms and conditions for
undertaking the Agreement and the manner in which the Agreement shall be structured.

NOW THEREFORE, in consideration of the promises made in this Agreement, LAW
FIRM and Enhelion agree as follows:

1. Definitions:

a) “Agreement” means this document and its appendices and future appendices
is known as the Agreement

b) “Services” means the services of Enhelion include providing academic
material, conducting regular online lessons.

c) “Online Lessons” means all lessons conducted via audio-video mode
through Enhelion’s website – www.enhelion.com

2. Administration of the Agreement
2.1 LAW FIRM and Enhelion shall undertake the administration in accordance with the

procedures, processes and other details provided in this Agreement.

2.2 The Agreement shall undertake the form as proposed and researched primarily by
Enhelion, and the Parties shall cooperate to undertake the Agreement efficiently and
expeditiously. Enhelion shall provide its services for a period of five years from the
Effective Date as described in Clause 14.1 (hereinafter referred to as “the Term”)
subject to such further period as may be mutually agreed in writing between the
parties, unless terminated earlier in accordance with Article 11.

2.3 In the event that the either party is unable to undertake the Agreement, in
accordance with the terms herein, it shall be the absolute responsibility of the
defaulting party to inform the other party of the same within six months, and the
parties shall explore a way forward.

2.4 Enhelion shall require its consultants, researchers and other personnel involved in
the Agreement to dedicate portion of their time and effort as agreed upon mutually
by both parties for the Agreement. Enhelion further agrees that it shall bear
reasonable responsibility for the performance of all individual researchers and
personnel associated with the Agreement.

3. The administration of the Agreement and the Maintenance of Accounts:
3.1 From the proceeds/funds generated from the courses and short training

programmes, the revenue shall be shared between LAW FIRM and Enhelion in the
following ratio – 30:70 respectively. Enhelion shall maintain full and separate ledger
accounts and records relating to the Agreement and distribute 30 percent of the
revenue to the LAW FIRM.

3.2 Enhelion shall remit to LAW FIRM the share of revenue calculated in accordance
with clause 3.1 within 45 days of the last date for the collection of fees.

4 Teaching Faculty

4.1 The instructors for the courses taught under the Agreement will be from the LAW
FIRM and also individuals who from time to time will be invited on behalf of
Enhelion and LAW FIRM.

4.2 The instructors from Enhelion/LAW FIRM will provide physical sessions within the
university/institution partner’s premises as well as online classes according to the
Schedule that in the due course of time has been agreed upon by both the parties.

5. Intellectual Property Rights
5.1 “Intellectual Property”(‘IP”) shall mean any information, inventions, computer

software, semi-conductor topographies (mask works), designs (registered and
unregistered) and any works in which copyright and other like rights are recognized
by the prevalent laws including recorded video lectures of the faculty, course material

and research reports and other works, (excepting any such work when it is expressed
in the form of an artistic or scholarly work), the subject matter of which is invented,
discovered, created or otherwise generated in the course of undertaking the
Agreement under this Agreement.

5.2 Intellectual Property developed through courses including online classes and written
course content while undertaking the Agreement, shall constitute the intellectual
property of Enhelion. All such IP shall be fully and promptly disclosed in writing
and in confidence, within 7 (seven) days from the date of development of such IP.
The Parties shall hold the newly disclosed IP in confidence for a period of ninety
days from the date of disclosure in order to secure patent, copyright or other
intellectual property protections, applications or registrations.

6. Confidentiality

6.1 “Confidential Information” shall mean any institutional, business, marketing,
technical, scientific or other information disclosed which, at the time of disclosure, is
designated as confidential (or like designation), is disclosed in circumstances of
confidence, or would be understood by the Parties, exercising reasonable business
judgment, to be confidential.

However, “Confidential Information” shall not include any information which:
(a) was previously known by the receiving Party, as evidenced by its records; or
(b) is lawfully in the public domain, other than through a breach of this Agreement;

or
(c) was disclosed to the receiving Party by a third party without any restrictions on

its use or disclosure, provided the third party is not itself in breach of any
obligations of confidence with respect to such information; or
(d) is independently developed by the receiving Party, as evidenced by its business
records; or
(e) is authorized by a third party with the right to do so; or
(f) is compelled by law, provided the disclosing Party provides the other Party with
prompt notice of any efforts to compel disclosure and reasonably co-operates
with other Party’s lawful attempts to prevent disclosure or to obtain a protective
order.

6.2 The Parties shall maintain any and all Confidential Information in confidence, and
disclose the same only to employees, professors for the purposes of undertaking the
Agreement during the Term. The Parties shall use the same degree of care as each of
them uses to protect its own confidential information of a similar nature, but no less
than reasonable care, to prevent the unauthorised use, dissemination or publication
of Confidential Information.

7. Non Exclusivity
7.1 The Parties have agreed to start co certified certificate courses on a non exclusive

basis, which means that both Parties are free to collaborate and start co certified
certificate courses with other public/private organizations or educational institutions
on any of the subjects mentioned in Annexure 1.

8. Indemnification
8.1 Enhelion shall defend, indemnify and hold LAW FIRM, its sponsors, affiliates, and

its employees or agents harmless from and against any and all liability, loss, expense
(including reasonable attorneys’ fees), or claims for injury or damages arising out of
the performance of this Agreement but only in proportion to and to the extent such
liability, loss, expense, attorneys’ fees or claims for injury or damages are caused by
or result from the negligence or intentional acts or omissions of Enhelion, its
officers, agents, employees, researchers or personnel involved in undertaking the
Agreement under this Agreement.
8.2 LAW FIRM shall defend, indemnify and hold Enhelion, its sponsors, affiliates, and
its employees or agents harmless from and against any and all liability, loss, expense
(including reasonable attorneys’ fees), or claims for injury or damages arising out of
the performance of this Agreement but only in proportion to and to the extent such
liability, loss, expense, attorneys’ fees or claims for injury or damages are caused by
or result from the negligence or intentional acts or omissions of Enhelion, its
officers, agents, employees, researchers or personnel involved in undertaking the
Agreement under this Agreement.
9. Notices
Any Notice hereunder shall be in writing and sent to the following address:

LAW FIRM

Enhelion: Enhelion Knowledge Ventures Pvt Ltd

348, Sunheri Bagh, Sector 13, Rohini, Delhi:
110085
10. Force Majeure
10.1 If the performance of this Agreement by Enhelion is delayed, hindered or prevented

or is otherwise frustrated by reason of force majeure, which shall mean war, civil
commotion or disturbances, fire, flood, action by government or any event beyond
the reasonable control of Enhelion, then it shall promptly notify LAW FIRM in
writing specifying the nature of the force majeure and of the anticipated delay in the

performance of this Agreement, and as of the date of that notification, LAW FIRM
may suspend the performance of this Agreement until the cause of the delay ends.

11. Termination

11.1 Either Party may terminate this Agreement by giving the other Party, six months
prior written notice of termination, in the event of breach of obligations by the other
Party under this Agreement.

11.2 Upon any termination of this Agreement under this Article 11, Enhelion shall:
• Ensure that it does not incur any further commitments with respect to the
Agreement, unless necessary;

11.3 In the event of termination of this Agreement by LAW FIRM, other than under
Clause 11.1, LAW FIRM agrees to pay Enhelion for all costs up to the date of
termination, in accordance with this Agreement, if any, which have not been paid for
by LAW FIRM in the previous quarterly advances made by LAW FIRM to Enhelion.

11.4 The Articles entitled “Intellectual Property Rights”, “Confidential Information”, and
“Indemnification” shall survive the termination or expiry of this Agreement.

12. Events of default

12.1 Where there is a breach by any party in the covenants to this Agreement, or if a party
fails to perform any of its obligations under this Agreement, the other party will have
the right to seek remedial action.

12.2 If the defaulting party fails to remedy the default within a period of two months,
then it shall be liable to pay reasonable damages.

13. Arbitration

13.1 In case of any question, dispute or differences between the Parties arising out of or
in connection with this Agreement or breach, termination or validity thereof
(“Dispute”), such Dispute shall be referred to the Arbitration Proceedings to be
conducted at New Delhi in accordance with the provisions of the Indian Arbitration
and Conciliation Act, 1996 or any statutory enactment thereof and the rules made
thereunder for the time being in force shall apply to the said arbitration proceedings.

13.2 Each of Enhelion and LAW FIRM shall appoint one arbitrator each, and such two
arbitrators appointed by each of Enhelion and LAW FIRM, shall jointly select a third
arbitrator. The award of the arbitrators shall be binding on both the Parties.

14. Effective Date and Duration of Agreement

14.1 This Agreement shall be effective from __________ 2018 (“Effective Date”), and
shall continue to be effective for a period of five years thereafter or upon the
termination
of this Agreement under Article 11, whichever is earlier (“Term”). The Parties agree
that LAW FIRM may at the end of the Term, extend the Agreement for a further

period, and Enhelion shall agree to such extension on terms and conditions to be
mutually agreed upon.
ON BEHALF OF:
LAW FIRM

By: _____________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________
ON BEHALF OF
Enhelion Knowledge Ventures Pvt Ltd

By:

___________ ___________________
_
Name: Ashwin Madhavan
Title: CEO and Director
Date: 26th of April 2019

ANNEXURE 1
OF COURSES TO BE CO DEVELOPED