Memorandum of Understanding for Infrastructure/Mobilization & Training of Students

DATED
30th August, 2024

BETWEEN

ADAMAS CAREER
AND
Progressive Edu Skills Trust

This Memorandum of Understanding (hereinafter referred to as the “MOU”) is made

and executed on this 30/08/2024(“Effective Date”) by and between:

ADAMAS CAREER, a partnership firm and having its registered office at 11/1, B T
Road, PO and PS- Belgharia, Kolkata-700056, represented by Mr. Abhijit Giri,
(hereinafter referred to as “First Party”)

AND
Progressive Edu Skills Trust a Second Party incorporated under the provisions of
Society Act and having its registered office at Vill-Milanpally, P.O.-Bidhannagar, P.S.-
Phansidewa, Dist-Darjeeling, PIN-734426, Behind Indian Oil Petrol Pump represented
by its authorized signatory Mr. Suman Chatterjee (hereinafter referred to as “Second
Party”)
Purpose of MOU
This MOU establishes a framework for execution of UTKARSHA BANGLA skill projects between
parties under the Guidelines of Paschim Banga Society for Skill Development (PBSSD). This MOU will
be exclusive in nature.
Whereas:
First Party approached to the Second Party for the UTKARSHA BANGLA skill project which they have
got and to execute for a skill training project initiated by PBSSD on behalf of First Party and the
Second Party is shown their interest to the First party as to execute Learner Mobilization,
Infrastructure support with faculty and assistance in the placement process. Second party will work
as Infrastructure Support Partner.
Second Party will provide Infrastructure initially to the First party for beginning of the project.
Now both parties hereby affirm that they shall work towards the implementation of the project in
letter and spirit.
Now both the parties mutually agreed with following terms & conditions.

Duration /Term of Agreement

i) This MOU is valid from 30/08/2024 to till Closure of the Project and shall also be valid up
to extension period, if any.
ii) The MOU can be renewed for another term subject to the mutually agreed terms &
conditions.

General Terms & Conditions

a) This appointment as Infrastructure Support Partner for skilling business of First Party is for
the purpose of imparting training to youth aspirants as per the approved programs under
UTKARSHA BANGLA Skill projects from PBSSD.
b) That Second Party shall strictly follow the contents/structure of training programs duly
provided by First Party as per framework and guidelines of SKILL PROJECTS FROM PBSSD.
c) That the Second Party shall have no right to change, alter, modify the specified structure of
training program as scheduled by the First Party according to project guidelines.
d) That the Second Party shall ensure suitable qualified trainers at each training location as per
the requirement of the training program.
e) That the Second Party shall be responsible to provide training to the youth aspirants who
have enrolled under the SKILL PROJECT.
f) That the, Second Party shall be entitled to enrol such number of candidates under the
aforesaid scheme, as approved for each program and shall be allocated to each centre of First
Party for the respective training.
g) That First Party shall provide all technical knowledge of the scheme along with Standard
Operative Procedures & report formats to be submitted by Second Party to the First Party as
per the SKILL PROJECTS guidelines.
h) That the First Party shall provide the course material/ syllabus required for the skill program
to the Second Party prior to commencement of the respective courses (If Needed).
i) Second Party has the sole responsibility towards the enrolled candidates for passing the
examination/ assessment under the program. The First Party shall in no way be held liable if
the candidate fails to pass the assessment under this program.
j) That the Second Party has the right to cancel the enrolment if the candidate is irregular in the
training program or on the grounds of indiscipline, non-compliance of rules and regulations
etc.
k) The First Party will timely release financial grants to the Second Party as per prescribed
service standards and operational norms laid down in the SKILL PROJECTS Guideline.
However, it is hereby made clear that the First Party will release the payment on back to
 back basis as and when the payment received by First Party from the primary Training
Provider..

l) Second party will assist in placement drive arranged by First Party in association with 3rd
party placement arrangement body for the said project to meet the overall prescribed
placement target.

m) Second Party will arrange all the necessary tools & equipment with all amenities and common
installation etc. for the purpose of the UTKARSHA BANGLA Skill Development Training
Program awarded by First Party as per the specified guidelines of the project.

n) Second party will mobilize adequate numbers of beneficiaries as per the requirement of the
project and second party will ensure 85% attendance of mobilized students.

o) Second Party has to ensure the trainers availability throughout the respective Batches & the
trainer has to adhere the guideline and training protocols accordingly.

p) Infrastructure: Furnish training Centre along with LAB set up basis the Job role to be
provided by the Second Party at the respective location as per the project requirement.

q) Follow up /Hand holding of the candidates by the Second Party till the completion of
Placement process

r) Mobilisation Process: -
Age – Candidates’ age must be within 18 to 28 years.
Gender – Both male & female candidates are allowed.
Qualification – Minimum 10th Standard pass with Board certification.
Documents - Candidate must have Aadhaar Card, PAN card & Last qualification marks sheet &
recent photograph as mandatory documents.

Training Fee/ Payments

Second Party will be get INR 10000 Per Candidate from First Party on back to back
basis as and when First Party get the payment from the concerned Primary Training
Provider.

Tranche Sharing % Particular

1st Tranche 25% After the candidates having covered at least 30% of the course
2nd Tranche 75% hoursAssessment & Certification
After

Note: 2nd Tranche will be released on prorate basis only after the successful placement screening of
the learners by First Party or its recommended agency. In case the screened learner’s percentage is
dropped below 70% from any particular batch then second party must compensate the numbers
either from next consecutive batch or arranging any special batch without any financial
compensation. Continuous default to meet the screening target in two batches may attract payment
adjustment from other dues of other batches.
Assessment & Certification

a) That the Second Party shall be responsible to complete the training within stipulated
timeframe and also to provide facilities to conduct the assessments as per the requirements of
the UTKARSHA BANGLA Project.

b) That the First Party shall be responsible to coordinate for the assessmentafter completion of
the training and also to ensure the certification for successful candidates.

Placements

Second Party will encourage the students for the outstation placement opportunity provided by any
placement facilitator as recommended by First Party.

Communication

All notices and communication under this MOU shall be addressed to the following representatives
of the parties as detailed below-

In the Case of notices to First Party:

Name : -Mr. Abhijit Giri

Designation : -Authorized Signatory
Email Id : -Abhijit.giri@adamasuniversity.ac.in
Mobile No : - 9147098091

In the Case of notices to Second Party:

Name : - Mr. Suman Chatterjee

Designation : - Society Member
Email Id : - apurbadey.p@gmail.com
Mobile No : - 8918861967
Infringement of Intellectual Property

That the First Party and Second Party agree not to cause or permit anything which may adversely
affect the intellectual property of either of the parties or any third party. Both agree to bring to the
attention of the other party if any infringement or threatened infringement of the intellectual
property which may come to attention.

Confidentiality

Both Parties agree to respect confidentiality of technical knowledge provided to each other during
the term of this MOU and not to share with any third party.

Termination

a) That both parties can terminate this MOU at any point of time if mutually agreed for the same
but the obligation of this MOU will remain in force till training of already enrolled candidates
is completed.

b) That the First Party can terminate the agreement if Second Party fails to provide minimum
infrastructure & set-up at appointed training centres by giving one-month notice.

c) That the Second Party can also terminate the agreement if First Party fails to fulfil its
responsibilities related to assessment, certification & payments by giving one-month notice.

d) That on termination of this agreement both parties would be obliged to fulfil the
commitments as per the terms of reference of this agreement till the date of the termination
and/or completion of the training programme for enrolled candidates and would also settle
the accounts.

Arbitration

That in case of any dispute or differences arising out of this agreement between the parties, the same
shall be referred to the arbitrator mutually appointed by both the parties. The decision of the
arbitrator shall be final and binding upon both the parties.

All disputes shall be resolved as per the Government of India / Government of West Bengal policies
and applicable Indian Laws.
INDEMNITY AND LIMITATION OF LIABILITY

In the event of any proven breach by a Party of any representation, warranty, covenant, or
agreement made or given by it in this Agreement, such Party undertakes to indemnify and hold
harmless the other Party, its Affiliates, directors, partners, officers, employees, agents and
representatives to the extent of any and all Damages suffered or incurred by them in relation to such
breach of representation or warranty, covenant or agreement.

In no event shall a Party be liable to the other, whether in contract, tort, under any warranty or any
other theory of liability, for any special, incidental or consequential damages, including, but not
limited to, lost business or profits.

It is understood and agreed that in the event of a breach of the obligations of confidentiality by the
Recipient, damages may not be an adequate remedy and the Disclosers shall be entitled to apply for
appropriate injunctive relief to restrain any such breach, threatened or actual.

The Second Party hereby agrees to indemnify, keep indemnified and hold harmless First Party and
its officers, partners, directors and employees, from and against any and all claims, demands,
obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines,
judgments, costs (including settlement costs), expenses associated therewith (including the payment
of reasonable legal charges and disbursements) and losses (including but not limited to any direct,
indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal
costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses
arising out of or in connection with any breach by the Second Party of any term of this Services
Agreement or arising out of any action brought by any third party relating to the Partner Services
provided (or not provided), or actions (or failures to act), of the Second Party or any person (other
than First Party) acting on its behalf, including, without limitation any action brought in connection
with any Data Protection Legislation, Intellectual Property Rights, or a Customer visit to the Second
Party's place of business. The Second Party acknowledges that First Party enters into this MoU as an
agent on behalf of each of its officers, directors and employees (each an “Indemnified Third Party”
and, collectively, the “Indemnified Third Parties’”) and that the rights in respect of indemnification
set out shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to
this Services Agreement in its own right). Such rights shall be enforceable under this Services
Agreement by First Party as agent for each such Indemnified Third Party.. Notwithstanding the
foregoing, the Second Party and First Party may agree in writing to amend any provision of this MOU
without the consent of any of the Indemnified Third Parties, even if that amendment affects or will
affect the rights conferred on any Indemnified Third Party hereunder.

This Section shall survive the termination or expiry of this Services Agreement.
Force Majeure

No failure or omission by any of the parties to perform any of the terms and conditions under this
MOU shall give rise to any claim against such party or be deemed breach of this MOU if such failure
or omission arises from an act of God, war or military operations, national or local emergency,
natural disasters (fire, lightening, flood or such similar disasters), or any other reason which lies
outside the control of the Parties.

Severability

The invalidity of any provision of this MOU shall not invalidate other provision of the MOU. Any such
gap should be duly modified through amendment to the MOU in writing, with mutual consultation
among all the parties.

By the hands of duly authorized representatives.

First Party Second Party

Adamas Career Progressive Edu Skills Trust
Mr. Abhijit Giri Mr. Suman Chatterjee

Signature : Signature :

Stamp : Stamp :
Designation : Authorised Signatory Designation : Authorised Signatory