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AGREEMENT

THIS AGREEMENT FOR services to develop iOS App and Android application
(“Agreement”) is concluded on the 22nd day of December 2015 between:

M/S. Jupsoft Technologies Private Limited (CIN: U72900DL2004PTC126102, a Company


incorporated under the Companies Act, 1956, having its corporate office at 76A, J&K Block,
3rd Floor, Laxmi Nagar, Delhi - 110092 (India).

(“Company” which expression unless repugnant to the meaning and context hereof shall
mean and include its successors in business and permitted assigns of the Second Part)

AND

Xperia Technologies Pvt. Ltd., (CIN: U72200DL2012PTC241478) having its registered


office at 58-61, Basement, Vashist Park, New Delhi, India - 110046 (“Consultant” which
expression unless repugnant to the meaning and context hereof shall mean and include its
successors in business and permitted assigns of the First Part)

Company & consultant are collectively referred to as “Parties”.

WHEREAS:

1. The firm is desirous of hiring a consultant for the development of website, Android
application and
2. The Consultant, who has sufficient expertise in providing services required by the
Firm, has offered to provide such services required by the Firm as per terms and
conditions agreed herein.

NOW THEREFORE, in consideration of the mutual covenants and obligations hereby made
and assumed by the Parties, it is agreed as follows:
Article 1

APPOINTMENT AND EXCLUSIVITY

1.1 The Company appoints the Consultant for the duration of the Term and subject to the
terms of this Agreement to be its consultant for the services to be offered as per the
terms and conditions agreed to in this Agreement.

Article 2

CONSULTANT'S DUTIES

2.1 The Consultant agrees that during the term of this Agreement, they will perform the
following activities, consistent with the laws, rules and regulations of the territory and
subject to the terms and conditions herein expressed:
1. To develop iOS App & Android application (Design should be responsive to all kind
of devices like Phone, Tablets etc.): iOS and Android application will have following
features :
1. Login (With/Without OTP)
2. Student Dashboard
3. Messages (Inbox+ send +Compose +Trash etc)
4. Worksheet (View after conversion in eBook/ePub format)
5. Video (Youtube and vimeo - private videos - offline mode) can be run into
application. For vimeo you should be a pro member of vimeo.
6. News and Circulars
7. My Account
8. Online Payment gateway - CCAvenue /PayU
9. GCM - Store Notification / Push Notification
10. Notification
11. My Inventory
12. Attendance
13. Flash Card (View Images - category based)
14. Change password
15. Questionnaire
16. Help Screen (How to use)
17. Review Management in Play Store
18. Contact us
19. Remember/Forgot/Show Password
20. Feedback
21. Technical Support
22. Write a review

2.2 Consultant will provide maintenance for 6 months after launching application and
website. Maintenance will not include any major structural changes in iOS or Android
application or like to add new module.
2.3 Project (includes iOS APP and Android application development, installation, and
analytical setup and profile creation) will be completed by within 30 to 45 days
months of initial payment

Article 3

COMPANY’S DUTIES

4.1 The information required by the Consultant for the purposes of services provided by
the company.

Article 4

RELATIONSHIP OF THE PARTIES

5.1 This Agreement and any rights hereunder may not be assigned without the prior
written consent of the Company. The Consultant shall not, without the prior written
consent of the company, utilize any firm or person in connection with any sales or
promotional efforts relating to any transaction arising under this Agreement.

5.2 The Consultant is an independent contractor to the Company. It is understood that


Consultant is in no way the legal representative or agent or employee of the Company
for any purposes whatsoever and has no authority to assume or create, in writing or
otherwise, any obligation of any kind, expressed or implied, in the name of or on
behalf of the Company.

5.3 The Consultant agrees to comply with all laws, rules and regulations applicable to the
performance of its obligations under the terms of this Agreement.

Article 5
PAYMENT

6.1
a) For the consultancy for website and android application rendered by Consultant to
the firm will cost Rs 1,30,000/= (Rs. One lac thirty thousand only) plus service tax
as per government rules. Payment schedule is given below:

1. Upfront Advance 20%


2. UI Design submission 10%
3. Beta Release 30%
4. Final Release 20%
5. 20%
20 days after final release and uploading on store (Google
Store and App Store)

b) TDS will be deducted as per Govt. norms

6.2 Additional cost occurred for following services


a) Monthly hosting of application

b) Licensing for relevant mobile App Stores.

c) Any Extra Development after completion of project.

In such case consultant will send quotation at nominal charges to firm. After written
approval of the Firm, consultant will do extra job.

6.3 AMC: AMC may commence after completion of 6 month of maintenance period
@___ of project cost, payable in advance every year.

6.4. Penalty Clause: Company will deduct 10 percent amount of total cost of the project if
project got 15 days delay.
6.5. If company wants to stop the development of project in between the stipulated
timeframe of project then 60% of payment must be done for reconsideration
otherwise paid amount will not adjustable in further development when project
restarts.

Article 6

CONFIDENTIALITY

7.1 The Consultant agrees that it will not during or after the expiry or termination of this
Agreement, use or disclose to any person for an unauthorized purpose, any results of the
activities and consultancy provided under this Agreement and shall restrict disclosure of
such information to those employees or other persons who need to know the information
for the purposes authorized in writing by the company.

7.2 Entire project of iOS and android application will be Sole-ownership of Company. All
rights will be reserved to Company. Source code of website and android application can't
be resale or reused by Consultant.

7.3 Entire code of iOS app and android application will be provided to company as Source
code Project file of IDE (Integrated development Environment) used to write whole code
or any other files used for software development.

7.4 Consultant shall keep any and all information and/or data related to this agreement, to
any are confidential. Furthermore, Consultant agrees to not disclose to any third party the
existence, specific nature and content of this Agreement.

7.5 Consultant shall continue to be bound by the secrecy requirements after expiry or
termination of this agreement.

7.6 Consultant will not communicate with Company’s client at any point or will not involve
in any discussions with Company’s client.

Article 7

TERM AND TERMINATION

8.1 The Agreement entries inter force and become obligatory for the parties from the moment
of its signing.
8.2 No compensation of any nature shall be payable to the Consultant on expiry or
termination of this Agreement for whatever cause and without prejudice to the foregoing,
Firm shall not be liable to indemnify the Consultant for any payments by the Consultant
to any other agents or representatives for whatever reasons.

Article 8

GOVERNING LAW AND ARBITRATION

9.1 This Agreement is governed by and shall be construed in accordance with the laws of
India.

9.2 The arbitration shall be conducted in accordance with the Arbitration and
Conciliation Act, 1996.
9.3 The costs of arbitration shall be borne equally by both Parties.Any dispute, difference
or claim that may arise under or in relation to or in connection with, the validity,
interpretation, implementation or alleged breach of any provision of this Agreement,
shall be referred to arbitration by a sole arbitrator appointed by the mutual consent of
all Parties. However, before invoking the arbitration proceedings the parties hereto
shall endeavour to settle such dispute amicably. The attempt to bring about an
amicable settlement shall be treated as having failed as soon as one of the parties
hereto gives a notice to this effect to the other party in writing after the dispute could
not be settled amicably within 15 days of the initiation of such settlement process.
The Arbitration proceedings shall be governed by the Arbitration and Conciliation
Act, 1996, and conducted in the English Language.

9.4 The Agreement shall be governed by and construed in accordance with, in all
respects, by the laws of India and the Courts in Delhi will have sole jurisdiction.

Article 9

MISCELLANEOUS

10.1 The headings in this Agreement are inserted for ease of reference and shall not be
construed so as to affect the meaning of this Agreement.

10.2 Unless the context otherwise requires, any reference to a statutory provision shall
include such provisions as may be modified or re-enacted or consolidated from time
to time so far as such modifications or re-enactments or consolidations apply.

10.3 Unless the context otherwise requires, words importing the singular shall include the
plural and vice versa and references to natural persons shall include bodies corporate.

10.4 Each Party shall be responsible for its own costs involved in negotiating, drawing and
executing this Agreement.
IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their
respective hands and seals on the day month and year first above written, in the presence of:

Witnesses: On behalf of the Firm

1.

2. On behalf of the Consultant