SERVICE AGREEMENT THIS AGREEMENT is made at New Delhi on this the ___ day of __________ 2011 BETWEEN THE

INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA, a statutory body set up by an Act of Parliament namely - The Chartered Accountant Act, 1949, having its Head Office at ICAI Bhawan, P.O. Box No. 7100, Indraprastha Marg, New Delhi 110002, HEREINAFTER referred to as ICAI (which expression shall, wherever the context so admits, mean and include its successors, assignees) of the ONE PART. AND [NAME OF THE INSTITUTION], a [PLEASE MENTION WHETHER IT IS A TRUST/SOCIETY ETC.] formed and registered under the [MENTION THE ACT e.g. TRUST ACT / SOCIETY REGISTRATION ACT ETC.] having its premises at [PLEASE WRITE, ADDRESS OF THE TRUST/SOCIETY], HEREINAFTER referred to as Examination Centre (which expression shall, wherever the context so admits, mean and include its successors in office, assignees, representatives, employees etc.) of the OTHER PART The `ICAI and the Examination Centre shall hereinafter, wherever necessary, be referred to as the Parties or Party. WHEREAS ICAI is desirous of engaging services of suitable Examination Centers at various locations across India & abroad for conducting its various examinations. AND WHEREAS the Examination Centre has approached ICAI and represented that it has the requisite infrastructure including its own premises, necessary experience, expertise and capability to conduct examinations and has offered the same to ICAI for conducting its various examinations to which the ICAI has agreed on the terms and conditions herein contained.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS UNDER:-

1. 1.1

SCOPE OF SERVICES The scope of services (hereinafter, wherever necessary, referred to as the Services) to be provided by the Examination Centre shall include but not restrict to services as described in Schedule - I hereto annexed or as may be required and communicated by ICAI to the Examination Centre from time to time.

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1.2

ICAI shall conduct the Examinations as described in Schedule II hereto annexed. The date(s) and timing(s) of examination(s) or any changes in the said dates will be informed by ICAI to the Examination Centre from time to time as per its examination calendar decided from time to time. The Examination Center shall have no objection in that regard. TERM Subject to the provisions herein contained, this Agreement shall be valid for a period of three years from the date hereof. The parties may, if so desire, extend or renew the Agreement on such terms as deem fit.

2.

3. 3.1

PAYMENT The payment shall be made in the manner as described in Part A of Schedule III as annexed hereto and the rates of payment shall be as described in Part B of the said Schedule. No other charges of any kind shall be payable by ICAI to the Examination Centre. There shall be no increase whatsoever in rates payable to the Examination Center during the term of the Agreement. ICAI may, however, in its sole discretion revise the rates, if deem fit. All payments to the Examination Centre shall be made through account payee cheque(s) or demand draft(s) / pay order(s) and shall be subject to income tax deductions as applicable. For any costs / expenses incurred by the Examination Centre on account of any extra services for any item not included in Schedule I, prior written permission of ICAI shall be condition precedent in this regard. The Examination Centre shall, within 30 days of the conduct of relevant Examination, send detailed expenditure account along with the relevant vouchers to the ICAI. OBLIGATIONS OF THE EXAMINATION CENTRE The Examination Centre shall ensure that the services provided must conform to the best of academic standards with regard to the conduct of examinations and as per the stipulations of ICAI. In case the services are not found up to the mark, the ICAI reserves the right to terminate the Agreement at any time without any prior notice. The Examination Centre shall ensure disciplined procedures in conducting the examination as per stipulations of ICAI.

3.2

3.3

3.4

3.5

4. 4.1

4.2

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4.3

The Examination Centre shall ensure and secure the fairness and confidentiality of the Examination process. The Examination Centre shall not work in a manner which is detrimental to the interests of ICAI or affects the integrity and credibility of ICAI The Examination Centre shall co-operate and extend all possible assistance to ICAI in its endeavor to keep the fairness of examinations The Examination Centre shall deploy and engage suitably experienced and competent personnel for the due execution of services / conduct of examination. In particular, the Examination Centre shall appoint the following functionaries / staff under prior written intimation of complete details / description thereof to ICAI for the smooth conduct of examinations: one Superintendent of Examinations one Chief Invigilator; Invigilators in the ratio of 1:20 Peons and other class IV personnel in the ratio of 1:50

4.4

4.5

4.6

4.7

The Examination Centre shall ensure that all the examination functionaries / staff / personnel appointed / deployed conduct themselves with honesty and propriety and adhere to the terms and conditions as herein contained, any instructions / directions that may be issued by ICAI from time to time for the proper conduct of examinations and in particular the manual of Instructions to Superintendents provided by ICAI. The Examination Centre agrees that ICAI shall be entitled to depute such persons at the Examination Centre as it may deem fit to observe, inspect, supervise, invigilate the examinations, oversee the services and do such acts that are incidental to the proper conduct of examinations. The Examination Centre shall readily extend the services / personnel in case of additional requirements / services raised / requested by ICAI. The Examination Centre shall be responsible for the upkeep, maintenance, safety and security at the examination centre during the course of examination. The Examination Centre shall insure and keep insured the entire infrastructure including its premises during the term of this Agreement. ICAI shall not be liable for any breakage, damage, fire, theft etc. of / to any materials or goods or equipments or machinery or any thing else employed in the execution of services. The Examination Centre shall have full control over the personnel deployed by it in the execution of the services. It shall give necessary guidance and directions to its personnel to efficiently carry out the assigned duties and shall ensure that the

4.8

4.9

4.10

4.11

4.12

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personnel deployed by it shall not act in any manner as to cause any nuisance in the examination(s) or annoyance to ICAI, its staff and students. 4.13 The Examination Centre acknowledges that there shall be no Employer and Employee or Master and Servant relationship between ICAI and the staff / personnel deployed by it. The Examination Centre shall ensure that its staff / personnel do not make any claims whatsoever against ICAI. ICAI shall not owe any responsibility of any kind whatsoever either to the Examination Centre or its personnel The Examination Centre specifically agrees that in any event, the ICAI shall owe no responsibility or liability of any kind arising out of or incidental to the execution of services by the Examination Centre or its personnel or otherwise, at the Examination Centre or outside, including any liability due to any accident or injury or death caused to or suffered by any staff / personnel of the Examination Centre or any other health or medical liability or compensation all of which shall be the sole responsibility of the Examination Centre.

4.14

5. 5.1

CONFIDENTIALITY Confidential Information means any information or data, in any form or storage medium whatsoever, of any nature in relation to ICAI that may be provided or communicated by ICAI to the Examination Centre in any manner on a restricted and confidential basis in terms of this Agreement. The Examination Centre irrevocably agrees and undertakes that it shall, at all times, during the continuance of this Agreement or otherwise (i) keep all Confidential Information confidential and accordingly shall not disclose any such Confidential Information to any party without prior permission in writing of ICAI; (ii) not use or cause the use of any Confidential Information for any purpose whatsoever other than that contemplated or necessary under this Agreement; (iii) use all reasonable endeavours to ensure that all persons to whom Confidential Information may be disclosed in furtherance of this Agreement, including but not limited to its member(s) or official(s) or employee(s) etc., keep the same confidential and not use the same except for the purposes for which the disclosure is made. The Examination Centre agrees to take the following steps:to protect the Confidential Information against misuse in any form and manner or any alteration or loss, destruction, deletion of the same or commercial exploitation thereof for business or gain. not to make or retain any copies or record of any Confidential Information submitted by ICAI without prior written permission of ICAI in writing.

5.2

5.3 (i)

(ii)

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(iii)

to promptly notify ICAI of any unauthorized or improper use or disclosure of the Confidential Information. to return all the Confidential Information that is in its custody to ICAI upon termination/expiry of this Agreement. Obligations of Examination Centre in terms of this clause, shall not apply to the extent that such Confidential Information (i) is at the date hereof, or hereafter, enters the public domain through no fault of Examination Centre; (ii) is required by any Court in India or any other judicial or statutory body or authority to be disclosed, published or communicated. The Examination Centre hereby specifically agrees to indemnify and keep ICAI indemnified safe and harmless at all times against all or any consequences arising out of any breach of this Clause by the Examination Centre and shall immediately reimburse and pay to ICAI on demand all damages, costs, expenses or any charges that ICAI may suffer, incur or pay in connection therewith. The provisions of this Clause shall survive the termination of this Agreement.

(iv)

5.4

5.5

5.6

6.

INDEPENDENT ARRANGEMENT This Agreement is on a principal-to-principal basis between the Parties hereto. Nothing in this Agreement is to be construed to make any party an employee or servant or partner or agent or legal representative of the other for any purpose. Neither Party has any right or authority to accept any service of process or to receive any notices on behalf of the other Party or to enter into any commitments, undertakings, or agreements purporting to obligate such other Party in any way, or to amend, modify or vary any existing agreements to which such other Party may be a party. Each Party shall be solely responsible for compliance with any laws, decrees, regulations or orders affecting the agents, representatives, employees or workers of such Party, and will hold the other Party harmless from any claims whatsoever arising in connection therewith. The Examination Centre specifically acknowledges that its rendering of services is solely within its own control, subject to the terms and conditions agreed herein.

7.

INDEMNITY That the Examination Centre shall indemnify and keep ICAI indemnified against all actions, suits and proceedings and all and any costs, charges, expenses, loss or damage incurred or suffered or caused to or sustained by ICAI by reason of any default or breach or violation or lapse or negligence or non-observance or nonperformance by the Examination Centre of the terms and conditions herein contained or the instructions issued by ICAI or the applicable laws or otherwise.

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8.

PENALTY As a penalty for failure of the Examination Centre to provide any of the services, an amount would be deducted subject to minimum of ____% of the total amount payable.

9.

PUBLICITY The Examination Centre shall not use the name and / or logo of ICAI for advertisement or publicity in any manner whatsoever.

10.

ASSIGNMENT The Examination Centre shall itself perform the obligations under this Agreement and shall not assign, transfer or sub-contract any of its rights and obligations under this Agreement except with prior written permission of ICAI. TERMINATION Either party can terminate this Agreement, without assigning any reason, by giving thirty (30) days prior notice in writing to the other party. The parties agree that termination of this Agreement shall not be detrimental to any forthcoming examination to be held by ICAI within 30 days of the expiry of the notice of termination and both parties shall continue to perform their obligations under the Agreement as if the Agreement is still valid and in vogue. Upon termination of this Agreement, either party shall forthwith cease and desist from using the Intellectual Property Rights belonging to the other and return all Confidential Information belonging to the other in its possession to that other. Not withstanding anything contained hereinabove, in the event of any violation by the Examination Centre of the terms and conditions herein contained or agreement reached between the parties or instruction given by ICAI or suppression of any material fact by the Examination Center, ICAI shall have the right to remove the Examination Center from its panel and to terminate the Agreement forthwith without any reference or any notice. ARBITRATION In case of any dispute or difference in relation to the meaning or interpretation of this Agreement, the same shall be referred for Arbitration to a sole Arbitrator to be appointed by the President, ICAI. The Arbitration and Conciliation Act, 1996 shall be applicable. The seat of arbitration shall be at New Delhi. The award of the arbitrator shall be final and binding.

11. 11.1

11.2

11.3

11.4

12.

13.

GENERAL PROVISIONS

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13.1

Governing Law: This Agreement shall be governed by and construed in accordance with the Indian laws and shall be subject to jurisdiction of Courts at Delhi only. Force Majeure: Neither Party shall be liable for any failure or delay in performing its part of this Agreement if such failure or delay is due to Force Majeure condition. For purpose of this clause, `Force Majeure means an event beyond the control of either party and not involving such partys or its personnels fault or negligence and not foreseeable. Such events may include, but are not restricted to, war, riots, civil disturbance, fires, earthquakes, tempest, floods, strikes, labour troubles. The Party affected by such Force Majeure condition shall forthwith give a notice in writing to the other party intimating the nature and extent thereof. In case the Force Majeure condition prevails for a continuous period in excess of fifteen (15) days, the Parties shall enter into bona fide discussion with each other with a view to alleviating the effect of such Force Majeure event on this Agreement by any alternative, fair and reasonable means or such as may be mutually agreed between the parties. In case the Force Majeure condition prevails for a continuous period of one month, either Party shall have the option to terminate this Agreement forthwith by giving to the other a notice in writing to such effect.

13.2

13.3

Waiver: Failure of either Party at any time to require performance of any provision of this Agreement shall not affect the right to require full performance thereof subsequently, and the waiver by either Party of a breach of any provision shall not be taken or held to be a waiver of any subsequent breach thereof or as nullifying the effectiveness of such provision. Amendments /Modifications: This agreement shall not be modified or amended unless the Parties in their discretion mutually agreed in writing, in which case such alterations shall be deemed to form part of this Agreement and shall be binding on the Parties hereto. Severability: In case any provision of this Agreement be rendered illegal or unenforceable, in whole or in part, by the laws, regulations or public policy of any jurisdiction in India, including without limitation by a requirement, directive or guidance of the appropriate authority, such provision shall to that extent be deemed not to form part of this Agreement but the validity or enforceability of any other provision of this Agreement shall not be affected. The Parties may enter into good faith negotiations to amend such provision in such a way that it is legal and enforceable and to the maximum extent possible giving effect to the

13.4

13.5

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original intent of the Parties in such regard provided that if this Agreement is not capable of continuing in existence without the provision in question, either Party may terminate this Agreement forthwith by notice to the other Party. 13.6 Notices: All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered or sent by personal delivery, electronic mail, facsimile transmission or registered or certified mail (return receipt requested) postage prepaid to the relevant Party addressed as herein below or as may from time to time be notified in writing by such Party to the other no less than 15 days in advance. The notices and communications sent in such manner shall, unless the contrary is proven, be deemed to have been duly received on the date of personal delivery, two business days following delivery upon confirmation of transmission by the senders facsimile machine or electronic mail device or ten business days following mailing by registered or certified mail (return receipt requested postage prepaid)

For and on behalf of ICAI

For and on behalf of Examination Centre

IN WITNESS WHEREOF THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT AS OF THE DAY AND DATE FIRST ABOVE WRITTEN.

Signature and delivered for and on behalf Signature and delivered for and on behalf of ICAI of [NAME OF THE EXAMINATION CENTRE] by [NAME] [DESIGNATION] duly authorized vide board resolution no. _________ dated ________ to execute this agreement.

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IN PRESENCE OF WITNESSES AS HEREUNDER:

(1)

Name

(2)

Name :

Address :

Address :

Signature:

Signature:

Date

Date

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SCHEDULE - I SCOPE OF SERVICES

A. S.No. 1. 2. 3. 4. 5.

Signboard/banner/lighting/display of seating plan etc. PARTICULARS Superintendent and Chief Invigilator(s) must be on duty as per the guidelines of the Institute The signboard/banner near main entrance of the school/college must be displayed. Seating plan and arrow marks guiding the students to their respective room/hall for easy access must be displayed. Quality of lighting in the halls must be adequate and the tube lights/fans in the halls/rooms must be in working condition. Lighting must be adequate in corridors/staircases leading to the halls/rooms where examinations are being held Quality of invigilation, hygiene, facilities etc. (a) Quality of invigilation

B.

6.

7. 8.

9.

10.

Total number of invigilators for the CA exams must be in accordance with the guidelines stipulated i.e. one invigilator for every 20 candidates. The invigilators appointed must be from the teaching staff of the same school/college. If not, the credentials of such invigilators appointed must be verified by the Centre Superintendent in respect of their age, educational qualifications association with coaching CA students etc. Invigilators appointed must be vigilant in their duties, they must be prompt in distribution of additional answer book to needy candidates and they must move around the room where exam is held etc. Instructions to the candidates must be read out by the invigilators of the respective room/hall

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(b) 11. 12.

Hygiene and general environment

13.

Premises where the examinations is held must be maintained in a neat and clean manner The toilets must be regularly cleaned and there must be provision for separate toilets for ladies and gents The toilet/wash room must be regularly checked for books/materials left by candidates for resorting to any kind of unfair means (c) Quality of furniture/drinking water

14.

15.

The furniture/desk provided to candidates must be comfortable and befitting the standards of professional examination The drinking water provided to the candidates was pure and hygienic and the centre must make arrangement for provision of water in disposable glass.

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SCHEDULE - II SCHEDULE OF EXAMINATIONS

The Following Exams shall be conducted by the Institute:1. CA Final Examination (Old Course, discontinued after November 2010) 2. CA Final Examination (New Course) 3. Professional Competency Examination 4. Integrated Professional Competency Examination 5. Management Accountancy Course (MAC Part-I) 6. Tax Management Course (TMC) 7. Corporate Management Course (CMC) 8. Insurance and Risk Management Course (IRM) 9. International Trade laws & World Trade Organization (ILT& WTO) 10. Information System Audit (ISA) 11. Common Proficiency Test (CPT)

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SCHEDULE III SCHEDULE OF PAYMENT

PART A: PAYMENT TO EXAMINATION CENTRES

The Examination centers are paid 90% of the expected/prescribed expenditure as advance and 10% of the remaining amount is disbursed on submission of Final Bills/Expenditure Account / Statement.

Part B: RATES OF PAYMENT (I) Remuneration payable to the Superintendent and other examination functionaries / staff to be appointed is as under:

(i)

FOR EXAMINATIONS OTHER THAN CPT

Remuneration Rs.750/- per session Conveyance A Class Cities B Class Cities Rs.200/- per day Rs.150/- per day Rs.200/- per day Rs.150/- per day Rs.150/- per day Rs.50/- per day Rs.150/- per day Rs.100/- per day Rs.100/- per day Rs.50/- per day

Examination Functionaries ( and the proportion) Superintendent of Examinations Chief Invigilator ( 1:300)

Rs.550/per session Invigilator ( In the ratio of Rs.350/per 1:20) session Clerk (1:300) Rs.275/- per session Peon & other class-IV staff ( Rs.150/- per session in the ratio of 1:50) (ii) FOR CPT Remuneration Rs.1500/- per day Rs.1100/- per day Rs.700/- per day Rs.550/- per day Rs.300/- per day

Examination Functionaries (and the proportion) Superintendent of Examinations Chief Invigilator ( 1:300) Invigilator ( In the ratio of 1:20) Clerk (1:300) Peon & other class-IV staff ( in the ratio of 1:50) (II)

Conveyance A Class Cities B Class Cities Rs.200/- per day Rs.150/- per day Rs.200/- per day Rs.150/- per day Rs.150/- per day Rs.50/- per day Rs.150/- per day Rs.100/- per day Rs.100/- per day Rs.50/- per day

The accommodation charges will be Rs. 7/- (Rupees Seven only) per candidate per session for all examinations.

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