AGREEMENT

AGREEMENT

This agreement is made on the ---------------- day of September Two thousand between the Governor of Madhya Pradesh acting through Head of Institution/ Principal ---------------------- ( hereinafter called the Clint which expression shall, where the context so admits includes his/her successor in office, representatives and assignees) of the one part and -------------------------------- (name of the firm) acting through ----------------- (hereinafter called the Contractor which expression shall, where the context so admits, include his/her successors, heirs, executors, administrators and assignee) on the other part.

Where as the contractor has given tender for Provision Of Information Technology Education Services to the High schools & Higher secondary schools under Department of School Education, Govt. of M.P. and High schools & Higher secondary schools under Department of Tribal Welfare in the revenue division ----------- of Madhya Pradesh as per terms and conditions specified in the Tender document dated ----------- issued by the Madhya Pradesh State Electronics Development Corporation, Bhopal. The said revenue division includes School named------------- located at -----------, covered by this Agreement.

And where as such tender has been accepted by the Government of Madhya Pradesh and the contractor has deposited by way of bank guarantee with the Commissioner School Education the sum of Rs.15,00,000/- ( in words Rs. Fifteen Lacs) as security and the client having identified the accommodation in the institution for Provision Of Information Technology Education Services to the High schools & Higher secondary schools under Department of School Education, Govt. of M.P. and High schools & Higher secondary schools under Department of Tribal Welfare

Now this deed of agreement witnesses as follows:-

That the contractor has accepted the contract on the terms and conditions set out in the Tender Document as well as in the letter of acceptance dated 10/10/2000 issued by the Commissioner Public Instruction, M.P., Bhopal and the same shall form part of this agreement.

That the contractor shall provide requisite infrastructure as specified in Annexure " D" of Tender document and resources to successfully execute the project.

That the contractor shall employ adequate number of instructors having educational qualification in computer science or computer application as specified in the Annexure "B" of the Tender document. For each batch of training session the students to instructor ratio shall be 20:1.

That the contract is renewable at the end of three consecutive academic years at the request of the contractor before expiry of the term of the contract, subject to the fulfillment of following conditions:

Satisfactory performance during the existing contract period

Mutual agreement on fee to be charged

Upgradation of Hardware and Software conforming to the prevailing standards and bench marks

However, the client shall have the right to refuse to renew the contract. After 3 years if the contractor chooses not to renew the contract or if in the opinion of the client the performance has been unsatisfactory during the currency of the contract, the entire infrastructure like Instruction Material, data, Software, Hardware, furniture, site installation, books, presentations, reports and other documents prepared by the contractor in the execution of the contract shall become the property of the client.

That the entire electricity charges for running the centres during and after the institution hours shall be borne by the contractor as per the sub-meter fixed at his own cost.

That the contractor shall charge a uniform fee of Rs. 54/- per student per month valid throughout the division during the first term of the contract which is three years. The course will typically run for ten months in the academic year.

That the contractor shall provide free training to the 5+ 5 = 10 numbers of teachers/staff as nominated by the head of the concerned institution covering the entire syllabus for rent free use of the building.

That the contractor shall provide free of cost training to 10 % of admission in commercial use students per annum per institution for the commercial utilisation of the centre after the timing of the institution.

That Such students shall be trained as per the entire syllabus of classes IX & X (Annexure -C1 of the Tender document ) or classes XI & XII (Annexure -C2 of the Tender document) as the case may be.

That, the contractor shall not charge the students of school any fee directly. However the amount of fee would be collected by the concerned head of institution on behalf of the contractor and would be released to him in the first week of next month.

That, the contractor shall impart computer education in English/Hindi as the medium of instruction. The mode of communication with the students in rural institutions should be Hindi.

That, the all software shall be licensed and shall be the latest version along with original manuals.

That, the contractor will carry out maintenance of the hardware and software and other peripherals at his cost.

That the client shall be indemnified on the use of Software/Hardware/Equipment from any legal issues.

That the monitoring for the discharge of obligation by the contractor, a monitoring committee including among others the member of District Planning Committee (DPC), members of Zila Panchayat/Urban local bodies. Head of the institute and the contractor shall be constituted. The contractor shall abide by the decisions of the Monitoring Committee set up by the DPC whose decision shall be final.

That the contractor shall provide TCP/IP dial-up Internet connection at his own cost.

That the contractor shall maintain an M.I.S. (Management Information System) regarding the infrastructure, manpower and students of the concerned institution in close cooperation with the head of the institution and shall pass on this information to the Government in the electronic form.

That, for proper functioning of the schools and in Public Interest, the client or Head of the School/Principal may issue instructions from time to time which shall be binding on the contractor to follow.

That the implementation schedule specified in the contract shall be strictly adhered to. The contractor shall commence operations within thirty days of signing the agreement.

That the contract covers all High School and Higher Secondary school under Department of School Education and Department of Tribal Welfare excluding the High schools/ Higher Secondary schools, which are, covered under the CLASS/CLAP schemes.

STANDARDS:

That the services provided under this contract shall conform to the standards mentioned in the Technical Specifications, (Section IV of the Tender document) and when no applicable standards are provided, authoritative standards. Shall be followed. Such standard shall be the latest issued by the competent institution governing that standard.

TIME LIMIT FOR COMPLETION OF TASK:

That the task and the scope of work will be as indicated in section IV of Tender document and shall be completed within the stipulated period.

STANDARD OF PERFORMANCE:

That the contractor shall carry out the services and carry out its obligations under the contract with the diligence, efficiency and economy in accordance with generally accepted norms techniques and practices used in the IT industry. He shall also employ appropriate technology and safe and effective equipment, machinery, material and methods.

TERMINATION FOR DEFAULT:

That the client may, without prejudice, to any other remedy for breach of contract, by written notice of default sent to the contractor, terminate the contract in whole or in part, as deemed proper by him, if,

(a) The contractor fails to deliver any or all of the obligations within the time period(s) specified in the contract, or any extension thereof granted by the client.

(b) The contractor fails to perform any other obligation(s) under the contract.

However, the disputes if any, may be referred to Arbitration.

TERMINATION FOR INSOLVENCY, DISSOLUTION ETC.:

That the client may at any time terminate the contract by giving ten days written notice to the contractor without compensation to the contractor, if the contractor becomes bankrupt or otherwise insolvent or in case of dissolution of firm or winding up of company, provided that such termination will not prejudice or effect any right of action or remedy which has accrued thereafter to the client.

TERMINATION FOR CONVENIENCE:

That the client reserves the right to terminate the whole or part of the contract by giving ten days prior written notice,. The notice of termination shall specify that termination is for client's convenience., the extent to which performance of work under the contract is terminated and the date on which such termination becomes effective.

27 NO CLAIM CERTIFICATE :

That the Contractor shall not, be entitled to make any claim ,whatsoever , against the client under or by virtue of or arising out of this contract nor shall the client entertain or consider any such claim after Contractor shall have signed a " no claim " certificate in favour of the client such forms as shall be required by the client after the works are finally accepted .

28 SUSPENSION :

That the client by a written notice of suspension , suspend all payments to the Contractor under the contract, if the Contractor failed to perform any of its obligations under this contract, ( including the carrying to out of the services ) provided that such notice of suspension :

(a) Shall specify the nature of the failure and

Shall request the Contractor to remedy such failure within a specified period from the date of receipt of such notice of suspension by the Contractor .

29 PROJECT MANAGER :

That the Contractor shall ensure that all times during the currency of the Contract a Project Manager , acceptable to the client , shall take charge of the performance of the contract .

30 CONFIDENTIALITY :

That the Contractor and their personnel shall not, either during the term of after expiration of this contract, disclose any proprietary or confidential information relating to the services , contract of the client's business or operations without the prior written consent of the client.

31 FORCE MAJEURE:

Notwithstanding the provisions of the tender, the contractor shall not be liable for forfeiture of its performance security, liquidated damages or termination for default, if and to the extent that, its delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure.

For purposes of this Clause, "Force Majeure" means an event beyond the control of the contractor and not involving the contractor and not involving the contractor's fault or negligence and not foreseeable. Such events may include, but are not restricted to, acts of the client either in its sovereign or contractual capacity, wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargoes.

If a Force Majeure situation arises, the contractor shall promptly notify the client in writing of such conditions and the cause thereof. Unless otherwise directed by the client in writing, the contractor shall continue to perform its obligations under the contract as far as reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. The client may terminate this contract, by giving a written notice of minimum 30 days to the contractor, if as a result of Force Majeure, the contractor being unable to perform a material portion of the services for a period of more than 60 days.

32 LIABILITY:

That in case of termination of contract client shall be free to complete the project at the risk and cost of the contractor.

33 OTHER CONDITIONS:

(a) All disputes, differences, claims and demands arising under or pursuant to or launching the contract shall be referred to the sole arbitrator i.e. the Principal Secretary to Govt. of M.P. of the concerned department. The award of the sole arbitrator shall be final and binding on both the parties under the provisions of the Arbitration & Conciliation Act, 1996 and by statutory modification reenactment thereof for the time being to force. Such arbitration shall be held at Bhopal.

In all matters and disputes arising thereunder, the appropriate courts in Madhya Pradesh alone shall have jurisdiction to entertain and try them.

If any sum falling due from the contractor or any loss caused to the client due to under this agreement shall be recoverable from the contractor as if it were as arrear of land revenue.

34 That the contractor acknowledges that he has made himself fully acquainted and agreed to comply with all the conditions and circumstances under which he will provide IT Education to the High schools & Higher secondary schools under Department of School Education, Govt. of M.P. and High schools & Higher secondary schools under Department of Tribal Welfare, and with all the terms, clauses, conditions specifications and other details of the contract as laid down in Tender document and the contractor shall not plead ignorance of any of those as excuse in case of complaint against or with a view either to asking for enhancement of any rates agreed to in the contract or for evading any of his obligations under the contract.

35 that no amendment to this agreement shall be effective unless it is in writing and signed by duly authorised representative of both the party.

That words importing the singular include the plurals and vice-versa.

37 That all the correspondence and documents related to the contract exchanged between the Client and the Contractor shall be written in English/Hindi languages, provided that any printed literature furnished by the contractor may be written in another language shall be accompanied by an English/Hindi translation, for purposes of interpretation of the document, the English or Hindi translation shall be valid document.

This agreement is in pursuance to award contract vide letter ………….of the department of School Education, and parties agree to abide by the stipulations in that letter, including revoking the agreement as specified.

All the terms and conditions including those laid down in Tender document are accepted by me / us as a part of the Agreement.

IN WITNESS WHERE OF THE PARTIES HAVE EXECUTED THIS AGREEMEN ON THIS DAY ................... OF............... 2000.

Seal of THE FIRM affixed in presence Authorised Signatory of

of & official stamp. School Education Department

(Signature )........................................ (Signature )........................................

Shri ................................................... Shri ...................................................

Witness 1...................................... Witness 1 ......................................

2...................................... 2 ......................................