AGREEMENT
This Agreement is made and entered at XXXX on this XXXX between TCY Learning Solutions (P) Ltd.
hereon mentioned ‘TCY’ having its registered office at #463 - G, BRS Nagar, Ludhiana – 141 004 (the
Licensor) (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean
and include its successors and assigns)
AND
1. Partner Details
All Indian habitants, on the proprietorship in the firm, would carry on business in the name and style
of M/S XXXX (A Proprietorship/Partnership/Registered Society/Firm) would carry on business at its
principal place of business at building XXXXXXXX which expression shall, unless repugnant to the context
or meaning thereof, be deemed to mean and include their successors in the business and permitted assigns as
also the heirs, administrators and executors of each of the partners). The firm is being constituted for the
sole purpose of signing agreement with the licensor.
WHEREAS:
a. The Licensor is a leading player in the field of Test-Preparation and Education Technology, with
activities in the areas of Classroom Coaching, Postal Coaching and delivery of content through its
website. The Licensor has acquired the expertise from operating and earned goodwill from the high
quality of services provided, on its own and in the name and style TCY Learning Solutions (P) Ltd., a
Trade Mark of the Licensor;
b. The Licensor plans to operate on its own and through its various Authorized Training Centres at
various locations, the business of Test-Preparation through Courses and/or related activities such as,
but not limited to, distribution of Proprietary Material, according to a plan and/or system comprising
the use of the courseware, style and character of furnishing, fitting & appliances and standard
operating procedures set out in the Operations Manual and/or such other communications and
guidelines stipulated by the Licensor from time to time, protected by the laws of
Copyright/Trademarks/Patents/Designs or otherwise;
c. The Licensee, is running/plans to run an Education/Training Centre of its own at the address given in
clause 2.7 below and has independently assessed the market conditions and having satisfied itself
about the viability of establishing a BetterThink Powered Centre for the purpose of conducting the
Course as stipulated in this Agreement, at its said Centre, has approached the Licensor with a request
to grant a License to establish a BetterThink Powered Centre at the said location;
d. The Licensee agrees to acquire all necessary equipment and facilities and to establish and operate a
BetterThink Powered Centre for conducting the courses as specified in this Agreement, in accordance
with the Method or such other communications and guidelines, stipulated by the Licensor from time
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to time, and recognizes the benefits to be derived from establishment and operation of a BetterThink
Powered Centre and conducting the courses as stipulated in this Agreement, as a Licensee of TCY
Learning Solutions (P) Ltd., on the following terms and conditions.
1.1 Definitions
The following words and expressions shall have the meanings assigned to them except where the
context otherwise requires:
(ii) “Course” means the Education Courses (IELTS, PTE and TOEFL only) as licensed by the Licensor to
the Licensee, for conducting the same, including conducting Corporate Training therein, at the said
BetterThink Powered Centre on the terms and conditions as stipulated in this Agreement. The
Licensor reserves the right to change/alter/modify/update the Courses licensed under this Agreement,
from time to time and at its sole discretion.
(iii) “Courseware” means the educational material and/or instructional material, including but not limited
to Test Preparation, Training, etc., in respect of each of the Courses, provided by the Licensor, on any
electronic media and/or any copies thereof.
(iv) “Corporate Training” means conducting Courses at the said BetterThink Powered Centre or such other
location (s) specified by the Licensor, in respect of corporate client(s) identified by the Licensor.
(vii) “BetterThink Powered Centre” means BetterThink Powered Centre being set–up at the address given
in clause 2.7 below to conduct the Courses (IELTS, PTE and TOEFL) only.
1.2 Interpretation
(i) The headings provided in the Agreement are for convenience only and shall not be used in its
Interpretation.
(ii) The singular includes the plural, the masculine includes the feminine, and vice-versa where the context
requires.
It is hereby expressly agreed and declared that the Licensee shall use the Method, the information and
services and all the other information, particulars and the like provided by the Licensor under this
Agreement solely and exclusively for the purpose of conducting the Courses ( IELTS, PTE and
TOEFL only) at the BetterThink Powered Centre established and being operated pursuant of this
agreement and for no other purpose whatsoever and shall use the same subject to the terms and
conditions herein contained, and in any further communication issued from time to time by the
Licensor to the Licensee duly signed by the Licensor’s Authorised Person(s).
In particular, the Licensee shall not make or undertake any alteration, modification or variation in the
Method and the Courses( IELTS, PTE and TOEFL only) prescribed/licensed by the Licensor for the
said BetterThink Powered Centre Centre.
The Licensee acknowledges that the Licensor shall have the right at its sole discretion to
withdraw/cancel either partly or fully any License or permission granted under this Agreement.
(a) Partner can use any type of logo in their hoardings, pamphlets etc. for print, digital & electronic
media.
(b) Tempering of logo is not allowed.
(c) Single color logo to be used in black only.
(d) Trademark cannot be used apart from this logo.
(e) Color scheme should be used as per the original logo only i.e.
Colour Blue Yellow Green
C 100 0 65
M 45 20 4
Y 0 100 85
K 0 0 7
(f) Stretching, distorting and trimming of logo is not allowed i.e. ratio of height*width of font,
rectangle, TM logo, shapes etc. not to be changed.
(g) Extra/additional graphics, effects, textual or other elements should not be used on logo.
(h) The BetterThink logo should not be used as a design element of any other unapproved logo or
trademark;
(i) The BetterThink logo not to be used to indicate or imply that BetterThink endorses, sponsors, or
associates with any activity, event, opinion, belief, web site, company, product, service, or
merchandise etc.
(j) The BetterThink logo not to be used on any products, services, business cards, letterhead, or
merchandise of an individual, company or organization etc.
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(k) The BetterThink logo not to be used in any way, or in, on or in association with, any materials or
information (e.g., any web site or printed materials) that violate any applicable laws or government
regulations.
(l) Any use of the BetterThink logo should conform to our company’s high standards of quality, style,
and image, and should not be used or distributed in any manner that might be deceptive or
misleading or which might bring BetterThink Centre, into ridicule or disrepute. (For example, if use
of the BetterThink logo is approved for your web site, you will not provide links from your web site
to any other sites that contain pornographic or otherwise offensive or illegal content.)
(m) Any modification, alteration, changes or updating in logo design require prior approval.
(n) Logo can only be used on promotional designs of IELTS/PTE/TOEFL courses as per the category
authorized by TCY Learning Solutions Pvt. Ltd.
Logo usage must be approved in a signed writing by an authorized person of the TCY Learning
Solutions Pvt Ltd prior to use. User must be strictly in accord
ance with the approval. For example, any change in the images, text or audio that accompanied the
original request for approval will, unless authorized in a signed writing by an authorized person of the
TCY Learning Solutions Pvt Ltd, constitute an unauthorized use. Unauthorized use can lead to severe
consequences and penalties, including potential legal actions for damages and other remedies. If you
wish to make any changes to the approved use, you must submit a new fully completed request form,
which will also be subject to all of the terms, conditions, guidelines, and restrictions set forth in the
request submission instructions, the request form, these guidelines and any modifications that
BetterThink may, from time to time, make to them.
BetterThink cannot accept time limits or deadlines placed in any request, and if you do not receive a
signed, written approval, the request has not been approved.
(a) PLEASE NOTE THAT AN APPROVAL BY TCY LEARNING SOLUTIONS PVT LTD IS
NOT A REPRESENTATION, WARRANTY OR GUARANTEE THAT YOUR PROPOSED
OR ACTUAL USE WILL NOT VIOLATE THE RIGHTS OF ANY THIRD PARTIES. For
example, TCY Learning Solutions Pvt Ltd will not assess whether your proposed text, audio,
footage, images or use of other logos would violate any third party rights, such as copyright,
trademark rights or rights of publicity. TCY Learning Solutions Pvt Ltd approval is strictly limited
to TCY Learning Solutions Pvt Ltd rights in its BetterThink logo. You must secure any other
necessary rights and permissions from the owners, if any, of other pertinent rights.
(b) TCY Learning Solutions Pvt Ltd may, at any time, in its sole discretion and without liability,
withdraw its approval of any proposed or actual use of the BetterThink logo.
You must submit the following materials and information to the BetterThink Brand Team:
(a) Color copies of print advertisements displaying the BetterThink logo must be sent via email at
official email ID within three (3) days before its release to the public.
(b) Copies of TV advertisements featuring the BetterThink logo should be sent via email at official
email ID within three (3) days before its release to the public.
(c) The URL of the website on which the BetterThink logo appears, indicating placement of the
BetterThink logo, should be sent via email at official email ID within three (3) days before its
release to the public.
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(d) In addition you agree to provide to BetterThink, from time to time, upon its request and without
charge, additional representative samples of the items in or on which the BetterThink logo is
used.
2.5. Non-compliance:
(a) Without waiving any of its other rights and remedies, TCY Learning Solutions Pvt Ltd may
notify of any non-compliance with the terms of Agreement you agree, to immediately cease
such unauthorized use and to seek the return or destruction of any items that contain the
unauthorized use.
(b) Ignorance of notification may lead to huge panelty and/or termination of agreement.
(c) Due to changes in law, the nature of particular organizations or other factors, TCY
Learning Solutions Pvt Ltd may, at any time, in its sole discretion and without liability to
you, change the terms of the permission granted or withdraw the permission. Notice of such
changes will be provided to you. Non-compliance with any such changes or withdrawal of
permissions would be a violation.
2.6. The Licensee (if it is a partnership or a proprietary firm) warrants, agrees and undertakes and
indemnifies that all the obligations of the Licensee under this Agreement shall be equally binding on
the heirs, executors and administrators of each of the partners or of the Proprietor, as the case may be,
of the Licensee.
(b) In case the Licensee is not found fit, by the Licensor, to conduct such a training, the Licensor may
conduct the training itself or through its affiliates at the said BetterThink Powered Centre, and the
Licensee agrees to allow the Licensor to conduct the Training at the said BetterThink Powered Centre,
remuneration for which shall be provided to the Licensee as specified in the clause 5.4hereinbelow.
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2.9 Other Courses
The Licensor may, from time to time, in its sole and absolute discretion and upon payment to the
Licensor by the Licensee of such License Fees and such additional fees and subject to such terms and
conditions as may be prescribed by the Licensor in that behalf, grant/extend the License hereunder to
conduct any other courses, as may be made available by the Licensor for such BetterThink Powered
Centre.
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The charges and expenses for providing the above material, services and information, except for that
mentioned in sub-clause (a) hereinabove, shall accompany the indent of the requirement of the Licensee by a
demand draft/pay order. The Licensor shall endeavour to deliver the material indented by the Licensee
within 20 days of receipt of Licensee’s indent for most of the items along with payment in full by demand
draft/pay order.
The Licensee agrees and undertakes to fulfill the obligations stated below:-
4.1 Infrastructure
4.1.1 The Licensee shall, subject to the terms and conditions set out herein, provide, at the address
mentioned in clause 2.7 hereinabove, a suitable premises with furniture, fittings and fixtures as
stipulated by the Licensor for the said BetterThink Powered Centre. In particular the Licensee shall
provide:-
a) Classroom(s) to seat the students, equipped with 32” LCD or projector of quality standards as
stipulated by Licensor from time to time, for conducting the Courses therein;
b) Reception area equipped with Telephone(s), such Banners/posters provided by the Licensor,
Notice-board for display of communications issued by the Licensor for the students, and
Certificate(s);
c) Office equipped with telephone(s), a personal computer with Broadband Internet connection;
d) Sign-board, provided by the Licensor, notifying that the Licensee is an BetterThink Powered
Centre of the Licensor in respect of the Courses mentioned therein, for display outside the said
BetterThink Powered Centre;
e) Computer lab must include at least five computers and a multifunctional printer.
f) Licensor can recommend the infrastructure changes and/or updation to Licensee to fulfill the
resources required to run classes; however Licensor is not liable for any thing.
4.1.2 All the above shall be provided as per the specifications stipulated by the Licensor. The above
premises, infrastructure therein, necessary licenses/approvals and Certified Instructors for conducting
the Courses shall be in place and the TCY Authorized Training Centre shall be operational on or
before XXXXXX failing which the Licensor shall be entitled, without prejudice to its other remedies,
to (a) terminate this Agreement and/or (b) determine a fresh deal for commencement. In either event,
the Licensee shall not be entitled to any compensation and/or refund (including refund of the License
Fee).
4.1.3 The licensee agrees not to use this infrastructure for any purpose other than provided in this
Agreement.
4.2 Courses
The Licensee agrees to procure from the Licensor, the Courses and Courseware thereof, licensed/made
available by the Licensor to the Licensee in the form of printed booklets and/or CD’s, and use the
same in accordance with and subject to the terms and conditions set out herein.
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The Licensee agrees and warrants that the Courses and Courseware thereof licensed/supplied by the
Licensor to the Licensee and any copies thereof shall be used solely and exclusively for the purposes
of distribution to the students enrolled for the Courses at the said BetterThink Powered Centre and the
Licensee shall not use the same for any other course, training, education, business, activities or
operations, whatsoever.
(b) The Licensee agrees to start other new courses in future as recommended by TCY and for the same
licensor will charge separate license fee as decided by licensor at that time.
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4.8 Faculty and other employees.
The Licensee shall ensure that the Faculty and other employees hired by the Licensee have necessary
expertise, knowledge and maturity to discharge the duties assigned to them. The Licensor may, at its
discretion, assist the Licensee in the recruitment of these faculty and other employees.
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assigning the rights, benefits granted to and/or duties and obligations undertaken by the Licensee
under this Agreement without the prior written permission of the Licensor.
4.13 Goodwill
The Licensee acknowledges that the Licensor has acquired and is in possession of significant goodwill
in the education industry and, due to its presence, quality commitment and consistent performance in
the Industry over a period starting from year 1998. Such goodwill is associated with the names, trade
names, trade marks, trading styles and logos of TCY Learning Solutions (P) Ltd.,TCY, B.T., STEPS.
www.stepsedu.com, www.tcyonline.com, www.angrezi.com, BetterThink, PERFECT, MEGABAND,
Dream Destinations, Adventure NTSE, Prowess, Wings, Abacus, Legalite, Top Careers & You, TCY
Analytics or such other abbreviations or derivatives thereof.
The Licensee agrees that by virtue of this agreement it will be intimately associated with the name
BetterThink Powered Centre by displaying its name in conjunction with or alongside with the same
and as a consequence thereof will acquire goodwill solely due to such association arising from the
License granted hereunder. The Licensee undertakes that the associated goodwill so acquired by it will
not be utilized by it for its own benefit whatsoever, except as authorised hereunder. The licensee also
understands that the goodwill that will be acquired in the same industry as licensor is solely because of
the licensor’s brand name. Even if the licensee was running similar business earlier on any name
including the name of the firm on which license is acquired, the Licensee further undertakes that the
associated goodwill so acquired by it will not be utilized by it for its own benefit whatsoever, except
as authorised hereunder. So licensee undertakes that if he undertakes same/similar business directly or
indirectly, shall be liable to pay licensing fee and royalty for the entire length of the business
minimum equivalent to specified in this agreement.
It is further agreed that the Licensee shall not, at any time, use or register any Mark, Trade Mark,
Service Mark, Design, Insignia or Logo which may be deceptively similar to any of the Licensor’s
Marks, Trade Marks, Service Marks, Designs, Insignia, Logos or any addition(s), substitute(s),
abbreviations or derivative(s) thereof.
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The licensee shall send to the person designated by the Licensor, all the correspondence that may arise
from time to time and all reports at prescribed intervals, and to no other person and not to the Licensor
in general.
4.18 Licensee can raise his/her grievances’ related to Academics, Publicity and Operations. There will be
Grievance Redressed Committees at the Department/NSF/Internal Board/CEO of the company to
deal with them:
a) Licensee can submit his/her problem in writing to Head, Network Support Department. The
Head of Department/Area Chairperson, after verifying the facts will try to redress the
grievance within a reasonable time, preferably within a week of the receipt of application.
An aggrieved Licensee who has the Grievance or Grievances at the Department/Area level
shall make an application first to the HoD/Area Chairperson. The Head of Department/Area
Chairperson, after verifying the facts will try to redress the grievance within a reasonable
time, preferably within a week of the receipt of application of the Licensee.
b) If Licensee is not satisfied with the verdict or solution of the HoD/Area Chair, then the same
should be placed before the Network Support Forum (NSF) within a week from the date of
the receipt of the reply from the Department level committee. There, after verifying the facts
and the papers concerned and having discussion within the Director of the Department which
shall either endorse the decision of the Department head or shall pass appropriate order in
the best possible manner within a reasonable time, preferably within 10 days of receipt of
application.
c) If the Licensee is not satisfied with the redressed offered by NSF and feel that his/her
Grievance is not redressed, he/she can submit an appeal to the Internal board of company
within a week from the date of receipt of decision with the relevant details. Internal Board
will consider the appeal and make appropriate recommendations to the CEO within a
reasonable time, preferably within 15 days. On approval by the CEO the final decision is to
be communicated to the Licensee through the respective Head of Department. Internal board,
if needed, may recommend to the CEO, necessary corrective action as it may deem fit, to
endure avoidance of recurrence of similar grievance.
d) While dealing with the complaint the concerned at all levels will follow terms of this
agreement and hear the complainant and concerned people.
e) While passing an order on any Grievance at any level the relevant provisions of
Act/Regulations should be kept in mind and no such order should be passed in contradiction
of the same.
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The licensee agrees that the standards appropriated by the Licensor in any and all regards, including
but not limited to Teaching, Operating, Business Practices and ethics both within the said BetterThink
Powered Centre and outside it, are essential to the image and goodwill of the Licensor and that the
Licensee shall comply with these standards of Quality as may be stipulated by the Licensor from time
to time and ensure that no activity, Courseware or material which does not comply with these
standards occurs or exists in the said BetterThink Powered Centre. The licensee also agrees to maintain
compliance in Operations, Academics & Promotions as per company norms. In case of failure to
maintain the compliance, company has the rights to take appropriate action, which includes temporary
or permanent suspension of all support, delivery of courseware, software services, digital publicity etc
with/without notice.
The Licensee also agrees to the following, in case any of its cheques are returned without clearance for
whatsoever reasons:
i) On the instance of 1stcheque returned without clearance the licensee will be liable to pay a fine
of Rs. 5000.00 [Rupees five thousand only]
ii) On the instance of 2ndcheque returned without clearance the licensee will be liable to pay a fine
of Rs. 15000.00 [Rupees fifteen thousand only]
iii) On the instance of 3rdcheque returned without clearance; the same shall be considered as default
as mentioned in clause 8.1 (b)& licensor at its own discretion can terminate the agreement.
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The Licensee agrees to pay to the Licensor interest @ 2% per month on all delayed payments from the
due date till the date of actual payment.
Article 6 – Operations
6.1.2 The Licensor’s employees/agents/representative or its Licensors’ representative will be entitled at any
reasonable time during normal business hours to visit the said BetterThink Powered Centre to inspect
and audit the accounts and records of the said BetterThink Powered Centre relating to the matters
subject of this Agreement and such representatives shall be entitled to take copies of or extracts from
any such accounts and records. The Licensor’s employees/agents/representative shall be entitled to
interact with the students, faculty and employees of the Licensee in a manner that is deemed
appropriate by them.
6.1.3 In case the observations of any of such employees/agents/representatives of the Licensor or its
Licensors reveal or if the Licensor has reason to believe or apprehend that the operations of the said
BetterThink Powered Centre in the Licensor’s opinion (which opinion Licensee shall not question and
which shall be binding on the Licensee), are being or may be conducted in a manner detrimental to
the interests of the Licensor or its Licensors or that in the Licensor’s opinion (which opinion Licensee
shall not question and which shall be binding on the Licensee), the Licensee is incapable of
conducting or is incompetent to conduct the Courses at the said BetterThink Powered Centre, the
Licensor shall have the right (but not the obligation), at its sole discretion, to terminate this
Agreement as per the provisions of Article 8.1 herein below. Also, the licensor, solely at its own
discretion, may take over the operations directly or sign a fresh agreement with any other licensee for
running the operations as per the provisions mentioned in the article 9.6
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6.2 Recruitment of Staff between Licensor and Licensee
The Licensor and Licensee agree not to recruit each other’s staff or staff of another Licensee or
affiliate of the Licensor, without prior written permission from the parent organization of the proposed
candidate.
6.6 Audit/Inspection
The Licensee shall adopt standard procedures, practices and policies for the conduct, management and
administration of the said BetterThink Powered Centre and maintain books of accounts and records in
accordance with the Licensor’s directions. All records including books of accounts pertaining to the
said BetterThink Powered Centre shall be open to any surprise and periodic audit/inspection by the
Licensor or the Licensor’s representative(s) and/or independent Chartered Accountant as may be
designated by the Licensor, from time to time as is reasonable to verify the Licensee’s compliances
under this Agreement. The Licensor may make copies and/or take extracts from such books and
records, and/or question any employee and/or student at any time in this regard. The Licensee shall
extend all necessary co-operation and assistance to the designated representative(s)/Chartered
Accountant, during such audit/ inspection/ copying, etc., and the matters connected therewith.
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6.8. Non-Solicitation & Non-Compete
(a) During the term of this Agreement and for a period of one (1) year following the termination of
this Agreement, the licensee shall not attempt to employ or engage any person who is or was
then employed / appointed by licensor during the term of this Agreement.
(b) During the term of this Agreement and for a period of one (1) years following the termination of
this Agreement, Licensee undertakes that it shall not associate with any individual/party for
offering similar or same services as that of licensor or in any way assist anyone within or outside
the Territory for the such services. This will be handled as per clause no 9.2
(c) It is agreed that during the term of this Agreement and for a period of one (1) years following
the termination of this Agreement, incase licensee forges or forms any kind of business
relationship with any other individual or party to offer similar services, the licensor will have the
right to charge royalty or fine as per its discretion.
Where the Agreement is not renewed, and expires by passage of time, or where the Agreement is
terminated earlier either at the Licensor’s or at the Licensee’s option, as per the provisions of this
Agreement, it shall be incumbent on the Licensee to fulfill its surviving obligations under this
Agreement, including but not limited to, completion of all Courses extending beyond the currency of
this Agreement and issue of Certificates within three months from the date of expiry of this
Agreement.
The Licensee expressly agrees to commence any fresh enrollment before 3 months from the expiry
date, only with the prior written consent of the Licensor. The Licensee, however, agrees and
undertakes to ensure that no Course will be incomplete upon expiry of this Agreement.
Article 8 – Default
(a) If the Licensee is unable to pay its debts in the normal course of business as they become due or
having a Receiver or Manager appointed for any part of its undertakings or assets or uncalled
capital, or an order being made or a resolution being passed for winding up or liquidation of the
Licensee except where such event is only for the purpose of amalgamation or reconstruction and
does not, in any way, adversely affect the Licensor’s interest or diminish of Licensee’s
obligations hereunder or impair the Licensee’s ability to fulfill such obligations.
(b) If the Licensee defaults in payment of dues or in the payments of any other moneys due to the
Licensor under or pursuant to this Agreement or as a result of the operation of this Agreement.
(c) If the Licensee fails to submit the Form and/or any report(s) required to be submitted under
Article 4.4 above, or specified by the Licensor in the course of operations or make any false
statement therein.
(d) If in the violation of clause 4.7(b) hereinbefore, the Licensee ceases to conduct the BetterThink
Powered Centre at the address mentioned in article 2.7 above or loses its right to the
possession/use of the premises in which the BetterThink Powered Centre is located or expands
its business by opening new centers within the Territory assigned to it.
(e) If the Licensee carries out or knowingly permits to be carried out any activity at BetterThink
Powered Centre and/or acts in a manner or commits any breach of its duties and obligations
(including any failure to act in accordance with any reasonable instruction from the Licensor),
which would in the sole discretion of the Licensor, bring the Licensor or the Licensee into bad
repute, or which in the sole discretion of the Licensor is prejudicial to or detrimental to the
Licensor’s interests, good name or reputation.
(f) If any irregularities occur in the delivery of service to the students.
(g) If the Licensee or any of its employees indulge(s) in or allows or permits any copying, lending
hiring, transmitting, modifying, altering, piracy, sale or otherwise using the material provided by
the Licensor for purposes and conditions other than those prescribed by or implied in this
Agreement.
(h) If the Licensee or any of its employees uses the Courses and/or copies thereof for the purposes
other than prescribed by or implied in this Agreement or sell, transfer or assign the Courses
and/or authorized copies thereof to any third party.
(i) If any irregularities occur in the conduct of the Licensee or if the Quality Performance
Assessment or Quality Audit or the feedback from the students reveals that the operations of the
said BetterThink Powered Centre are being conducted in violation of the laid-down norms and
standards.
(j) If the Licensee uses the name BetterThink Powered Centre, for purposes or in any manner/style
other than as specified in this Agreement.
(k) If the Licensee uses the Licensor’s Mark or trade names, viz. TCY Learning Solutions (P) Ltd.,
TCY, B.T., STEPS. www.stepsedu.com, www.tcyonline.com,
www.angrezi.com,www.betterthink.in BetterThink, PERFECT, MEGABAND, Dream
Destinations, Adventure NTSE, Prowess, Wings, Abacus, Legalite, Top Careers & You, TCY
Analytics or any other name or Mark that may be adopted by the Licensor, or those had been
adopted by the Licensor earlier etc., to promote its own business or for any other purposes.
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(l) If the Licensee withholds information and access or otherwise hinders the Licensor’s designated
representative(s) or Chartered Accountant from freely carrying out inspections and visits as
envisaged under this Agreement.
(m) If the Licensee alters or changes the Courses, Courseware, standards or training methodologies
of the Courses, provided/stipulated by Licensor from time to time.
(n) If the Licensee engages in conducting courses other than those licensed herein representing as
Licensor’s licensed courses.
(o) If in the violation of clause 11.4 hereinbefore, the Licensee ceases to conduct the BetterThink
Powered Centre at the address mentioned in article 2.7 above or loses its right to the
possession/use of the premises in which the BetterThink Powered Centre is located or expands
its business by opening new centers within the Territory assigned to it.
(p) Non-compliance or breach by the Licensee or by any one acting for or on behalf of the Licensee
of the provision of articles 4, 5 or 6 of this Agreement.
(q) In the event of M/S XXXX ceasing to be partners of the Licensee.
(r) A change in the voting control or share holding pattern or control of the Licensee.
(s) The business of the Licensee being merged with that of a third party.
Provided that until the breach or breaches are remedied and further until the damages referred in the
preceding clause are paid, the Licensee shall not be entitled to seek and the Licensor shall be entitled
to suspend fulfillment of Licensor’s obligations provided for under this Agreement.
Provided further that during the period contemplated under the preceding sub-clauses, the Licensor
may direct that the Licensee shall not register students to any of the Courses and not conduct classes
of the Courses at the said BetterThink Powered Centre.
The Licensee agrees that in the event of termination of the Agreement by lapse of time or upon default
or otherwise, the licensee would not continue any operations at the said premises related to similar
courses as licensor.
Article 10 - Indemnification
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10.1 Indemnification by Licensee
The Licensee agrees to indemnify, defend and hold the Licensor harmless from any and all damages,
liabilities, costs and expenses incurred or suffered by the Licensor as a result of: -
(a) any claim, judgment or adjudication against the Licensor by any third party resulting from the
Licensee’s delivery, sub-standard delivery or non-delivery of education services including the
Courses at the said BetterThink Powered Centre or from the Licensee’s performance or non-
performance hereunder;
(b) any act or omission on the part of the Licensee or any breach by the Licensee of any of the
provisions of this Agreement; or
(c) Termination of this Agreement, for any default of the Licensee.
Article 11 – General
11.1 Unenforceability
If any provision/s of this Agreement, is/are held invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
11.2 Waiver
No waiver of any right or remedy on one occasion by either party will be deemed a waiver of such
right or remedy on any other occasion.
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any litigation arising there from shall be subject to the jurisdiction of courts in Ludhiana alone. All
expenses related to litigation or arbitration shall be borne by the licensee.
11.5 Licensee shall deposit following documents before signing the agreement.
a) Address proof of Licensee/s. (Partners/Firm/Proprietor/Company/Directors)
b) Pan Card of firm (to be submitted within three months of agreement).
c) Service tax number of firm (be submitted within three months of agreement).
d) Expression of interest.
IN WITNESS WHEREOF the parties have signed this Agreement, on the respective day and year
first written above.
Authorized Signatory
Name of Partner :
Signature:
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