MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (MOU) executed on this day of ------------------------

BETWEEN
Unifac Management Services (India) Private Limited a company incorporated under
Companies Act, 1956 having its registered office at ----------------------- represented by its
Director Mr V. Narayanan (hereinafter referred to as the “Facilitator” which expression shall,
unless repugnant to the context or meaning thereof, be deemed to include its successors and
permitted assigns)
AND
Vikasa, A Child Labourers Rehabilitation Society, a society registered under the Societies Act,
having its registered office at Bennet Club, Collectorate, kakinada - 533001 East Godavari
District, AP represented by its Project Director Mr. Lacha Rao (hereinafter referred to as the
“Service Provider” ), which expression shall, unless it be repugnant to the context or
meaning thereof be deemed to mean and include all its successors and permitted assigns

Each Party above named shall be referred to as a described above when referred to
individually and shall be referred to as “the parties” when referred to collectively.

Recitals.

Whereas U.P Jal Nigham (hereinafter referred as Principle) has awarded a contract for a
value of ...........through tender process to the Service Provider to carry out Horticulture works
at Pondicherry University for a period of 12 months.

Whereas, the Service Provider has been awarded a contract for rendering Horticulture works
to Pondicherry University vide LOI No-------------dated ----------------- approved by the principal.
NOW IT IS HEREBY AGREED AND UNDERSTOOD BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:

The parties agree that the facilitator will oversee and render all support for the execution of the
project of horticulture works allotted to service provider in the areas identified in Pondicherry
University campus and Karaikal campus.

The parties agree that the number of workers employed along with their working hours
(attendance sheet) for the said as provided by the principle will be submitted by the Facilitator
to the Service Provider on monthly basis for the disbursement of salary and other statutory
obligations.

The Parties hereto agree to appoint a mutually agreed authorised person / CEO to sign all the
relevant documents and to operate the bank account exclusively opened for this project. The
Service provider will process the payment of wages to the workers, statutory obligations and
the other expenses, as suggested by CEO.

It is agreed that the Service Provider shall ensure payments of wages/salary to the entire
manpower and remittances to all applicable statutory bodies within the stipulated due date
without fail.

The Parties agree that the separate bank account to be opened with ------------------- bank in the
name of service provider for the exclusive operation for the purpose of this aforesaid project.

Each of the parties shall not assign, sub-license or transfer its rights and obligations under this
agreement to any third party.

Each party should abide to the conditions laid down in MOU in utmost good faith.
OBLIGATIONS BY THE SERVICE PROVIDER

The service provider should pass a special, legally valid resolution to appoint the aforesaid
Facilitator to oversee the horticulture project and facilitate smooth execution of the entire
activities required under the contract in areas of Pondicherry University and related campus
elsewhere.

The Service Provider shall appoint a authorised person / CEO in consensus with Facilitator to
sign all the relevant documents and to operate bank account pertaining to this project. The
Service provider on receipt of the attendance and other details shall process the payment of
wages to the workers, statutory obligations and the other expenses, as suggested by and
through CEO.

The Service Provider shall go by the decision of the CEO / Authorized Representative on all
matters pertaing to this project, and shall go by his recommendation with regard to wages, staff
salary, welfare measures to the workmen, training, liaision with statutory boodies and so on.

The service provider entrust the responsibility of supplying machineries (buying and
maintenance) and consumables as stipulated in the contract to the Facilitator. The expenditure
incurred, Facilitator Fee, incidental expenses and so on will be paid by the service provider
the Faciliatator on monthly basis. The Service Provider shall clear all the bill submitted by the
Facilitator pertaining to purchase of equipments, consumables, tools, etc., on monthly basis.

The Service Provider shall ensure that monthly Facilitator fees is paid to the Facilitator within
10 days from the date of invoice apart from release / reimbursement of other expenses.

The Service Provider shall compensate all the cost and expense incurred by the Facilitator in
the process of executing the said project on behalf of the Service Provider.

The Service Provider hereby agrees to stand by this MOU with the Facilitator for the tenure of
this contract and extension or renewal thereof, and this agreement will be renewed
automatically.

The Service Provider shall reimburse the actual expenses incurred by the Facilitator for the
procurement of uniform and expenses incurred towards the incentives, welfare mesures and
special privileges made to the workmen under this contract on monthly basis.

OBLIGATIONS BY THE FACILITATOR

The Facilitator shall extend an inerest free loan to the Service Provider to furnish the bank
guarantee (5% of the contract vaue of sum of Rs.10 lacs) pertaining to this contract. This loan
of Rs.10 lacs will be transferred from Faciliatator's bank account to Service providers bank
account.

The Service Provider shall return this loan to the Facilitator on completion of this contract and
after getting the bank guarantee returned from the respective tender authorities.

The Facilitator shall recruit the workmen, staff, arrange for the equipment and consumables,
workers welfare, training and liaise with statutory authorities in close coordination with the
authorized representative/ CEO appointed by the Service Provider.

The Facilitator shall provide all the required details to the Service provider to process the
statutory payments such GST,ESI and PF etc.

The facilitator shall submit all the required details for the Service provider to effect payment of
wages to the workmen .and the staff on time before 5th of every month.

The Facilitator shall arrange for the equipment and the consumables required for the said
Horticulture and bill the Service Provider on monthly basis. The Service should release the
payment immediately and can avail the input GST credit.
The Facilitator should raise an invoice on the service provider for the facilitator service on the
1st of every month for the preceding month.

The Facilitator shall issue uniform to the workforce and also coordinate with statutory bodies
on on going basis. The service provider has to reimburse the actual expenses incurred on this.

The Facilitator shall co-ordinate with the CEO appointed by the Service Provider to carry out
the tasks pertaining to this project.

This agreement is governed by and construed in accordance with the laws in India in all
respects. All disputes, controversies or differences which may arise between the parties out of
or in relation to or in connection with this MOU shall be finally settled by arbitration in
accordance with the Arbitration and Conciliation Act, 1996.

For Unifac Management Services (India) P. Ltd For Vikasa

Authorised Representative Authorised Representative

Date : Date :

Witness: Witness:

1. 1.