Memorandum of Understanding (MoU) cum Confidentiality Agreement
MEMORANDUM OF UNDERSTANDING CUM CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (‘Agreement’) is made on the ___ day of_____ Month, 2020 by and between:
M/s SCADOOSH LABS (P) Ltd., a company incorporated under the provisions of Companies Act, 1956 with CIN: U80301KA2020PTC137511 and having its registered office at ‘A 208, Sai Raghavendra White Midas 72, ECC Road, Pattandur Agrahara, Whitefield Bangalore 560066 (“Scadoosh” or “Disclosing Party”) which expression shall unless repugnant to the context or meaning thereof shall mean and include its successors and assigns.
Name of Entity (Eg. Mr / Mrs. XXXXXXX, Instructors / Tutors / Facilitators / Teachers whose registered office is at ______________
_____________________( Name of Entity (Eg. Mr / Mrs. XXXXXXX, Instructors / Tutors / Facilitators / Teachers or “Receiving Party”) which expression shall unless repugnant to the context or meaning thereof shall mean and include its successors and assigns.
- Scadoosh Labs (P) Ltd, is a pioneer & aggregator providing education services both Online and offline through a unique application & content IP platform developed by the core team. Users on the platform (learners / students / Participants) are enrolled in advance to join the classes / sessions at periodic intervals of choice within a stipulated period of time. Instructors / Tutors / Facilitators / Teachers are empaneled to render their services in this education platform
- Mr.Mrs. XXXXXXX, Instructors / Tutors / Facilitators / Teachers, is engaged in the services of rendering ____________ Course. The Instructors / Tutors / Facilitators / Teachers have been striving to produce a vast assortment of content in __________________ subject & is a qualified ________ (service USP)
- Scadoosh and the company anticipate that Scadoosh or any of its group companies may disclose information to the Company relating to the Transaction (as defined below) which is of confidential and proprietary nature. The Parties to this agreement acknowledge and realize the importance of maintaining the confidentiality of information and agree to comply with the following terms in connection with the use and disclosure of Confidential Information.
The parties are entering this agreement to capture the confidentiality obligations in connection with Scadoosh’s proposal to explore a general education targeting Kids till the age of 16 years & thereof on a job work basis (‘Transaction’).
Consequently, the parties deem it necessary to record in writing the terms and conditions of this agreement as applicable to the maintenance of confidential information between the parties;
- In this Agreement:
a) “Confidential Information” means any confidential information (in any form apart from the ‘scope of work given herein) disclosed or made available, directly or indirectly, by or on behalf of the Disclosing Party to the Receiving Party, before or after the date of this
agreement, including but not limited to: (a) the fact that discussions and negotiations aretaking place concerning the Transaction and the status of those discussions and negotiations; (b) the existence and terms of this agreement; (c) any information that
would be regarded as confidential by a reasonable business person; (d) information relating to Disclosing Party’s business, affairs, finances, operations, actual or potential customers or suppliers, products, services, plans, developments, trade secrets, know-
how, intellectual property, processes, technical information, computer hardware and software, technical data, notes, designs, illustrations, drawings, photographs, specifications, quotations, price lists, market opportunities, personnel, personnel records
or financial records; (e) information that the Disclosing Party identifies as confidential, either orally or in writing at the time of disclosure, or by written notice given within ten working days of the oral disclosure and identifying the date, circumstances and nature of the disclosure; and (f) any information or analysis derived from the Confidential Information.
b) “Disclosing Party” means the party that imparts Confidential Information to the other.
c) “Receiving Party” means the party to which Confidential Information is imparted by the other.
d) “Proper Use” means use of Confidential Information wholly, necessarily and exclusively for the Transaction.
- The Receiving Party shall:
a) hold Confidential Information in strict confidence and not disclose the Confidential Information to anyone other than its employees (including those of any group company), directors, advisers or individual contractors of the Receiving Party (‘Permitted Recipients’), on a need-to-know basis in connection with the Transaction;
b) use Confidential Information only for the Proper Use; and
c) Not copy or reproduce or permit the copying or reproduction of any of the Confidential Information other than for its own use.
- References in this agreement to disclosure of Confidential Information to the Receiving Party also include disclosure to any Permitted Recipients.
- The Receiving Party will be liable for the failure of any Permitted Recipients to comply with the terms of this agreement.
- Without prejudice to the generality of clause herein, the Receiving Party shall exercise no less a degree of care in protecting the confidentiality of Confidential Information than that which it uses to protect its own information of like sensitivity and importance.
- Notwithstanding any lesser degree of protection that may otherwise be permissible, where any Confidential Information is the subject of any laws or regulations the Receiving Party shall take such measures as may be required by such laws or regulations to protect such Confidential Information.
- Except for obligations imposed by laws or regulations, the obligations of confidentiality will not apply to any Confidential Information that the Receiving Party can demonstrate:
a) was in the possession of the Receiving Party on a non-confidential basis before such Confidential Information was disclosed by the Disclosing Party; or
b) is independently developed by or for the Receiving Party without access to or use of knowledge of the Confidential Information imparted by the Disclosing Party; or
c) is in or subsequently comes into the public domain other than by breach by the Receiving Party of its obligations in this agreement or any other agreement between the parties or any of their affiliates; or
d) is received by the Receiving Party without restriction on disclosure or use from a third party free to make such disclosure.
e) is required to be disclosed by the Receiving Party to comply with any applicable law including but not limited to a legal demand or order of a competent court of law or governmental body, or the rules or requirements of any regulatory authority by whose rules the Receiving Party is bound provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible.
If any portion of the Confidential Information falls within any one of the above exceptions, the remainder will continue to be subject to the restrictions of this Agreement.
- Unless otherwise authorised in writing by the Disclosing Party, the Receiving Party of software or tangible products constituting Confidential Information agrees not to reverse-engineer the products or software, to de-compile any software or to use the results of any analysis of the Confidential Information for their own gain or purpose.
- Any Confidential Information imparted hereunder shall remain the property of the Disclosing Party and must be applied for the Proper Use only. No licence is granted to the Receiving Party, and no licence will be deemed to have arisen or be implied to any Confidential Information or under any inventions or patents owned or controlled by either party.
- Neither party has an obligation under this Agreement to purchase any service or product from the other party or to supply any particular Confidential Information.
- The disclosure of Confidential Information by the Disclosing Party does not imply that the Confidential Information is accurate, complete or that it was prepared with any duty of care. Except as might be expressly stated in any separate agreement relating to the Transaction, the Disclosing Party will not be liable for any loss or damage (or for any innocent or negligent misrepresentation) arising out of the disclosure or non-disclosure of Confidential Information under this agreement or any deficiency of Confidential Information. This clause 11 does not exclude either party’s liability for fraud or fraudulent misrepresentation.
- The Receiving Party acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party will be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of this agreement.
- If either party decides not to become, or continue to be involved in the Transaction with the other party it shall notify the other party in writing immediately.
- This Agreement terminates on the earliest of:
a) the express written approval of both parties;
b) two years from the date of this Agreement; or
c) notice served by either party pursuant to clause 13.
- Following termination of this Agreement:
a) except as permitted by clause 16 , the Receiving Party shall return all Confidential Information and any copies and summaries thereof in whatever form to the Disclosing Party or (at the Disclosing Party’s option) destroy all such Confidential Information, copies and summaries and provide to the Disclosing Party a certificate of such destruction signed by an authorised officer (Director level or equivalent) of the Receiving Party;
b) Receiving Party shall continue in accordance with this agreement to protect Confidential Information disclosed before termination of this agreement but this Agreement will not apply to any disclosures after termination.
- Receiving Party is NOT permitted to retain and store Confidential Information after termination of this agreement:
a) backup copies of Confidential Information stored electronically in the ordinary course of business and consistent with good industry practice for such further period as the backup copies endure; and
b) as part of the Receiving Party’s archive and audit records in the ordinary course of business and consistent with document retention policies commensurate with good industry practice; subject to:
c) the Receiving Party continuing to protect the Confidential Information in accordance with this agreement; and
d) the Confidential Information must not be used in the day-to-day operations of the Receiving Party’s business.
- Any notices required to be given hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Clause 17:
For Scadoosh Labs : Address, with Pin code & Authorised signatory name
For the Instructors /Tutors / Facilitators /Teachers :Address, with Pin code & Authorised signatory name
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed and enforced in accordance with the laws of India. The parties irrevocably agree that the courts within the jurisdictional limits of Chennai will have exclusive jurisdiction to settle any dispute or claim that arises out of this Agreement.
Neither party can assign, nor in any manner transfer, its interests or any part thereof in this Agreement to others, except to any company within their group of companies.
These clauses comprise the entire agreement between the parties and supersede any prior oral or written agreements, and commitments, understandings, or communications with respect to the subject matter of this agreement.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, theparties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This Agreement cannot be amended unless agreed in writing by duly authorised representatives of the parties.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
This Agreement has been executed by the authorised representatives of both parties as of the date first above written.
|For and on behalf of:
FOR INSTRUCTORS / TUTORS / FACILITATORS / TEACHERS
|For and on behalf of:
SCADOOSH LABS (P) LIMITED
- Scope of Work involved in the transaction
- The roles of the Receiving Party is herein detailed below & that the Disclosing Party expects a best-in-class service to be rendered in a bonafide manner
i. This document is not to contradict any personal teaching style or approach you have. But adherence to these instructions will assure improved online teaching and learning experience for students.
ii. Teachers shall participate in meetings, workshops, webinars, training session etc. as and when announced & organised by Disclosing Party (‘Scadoosh’)
b) Technical :
i. Teachers shall use Desktop/Laptop for conducting the class ( Teachers are expected to keep mobile as backup device in case any of the device failure during the session in progress)
ii. Teachers shall ensure High Speed Internet ( keep a backup internet, in case wifi fails during the session in progress)
iii. Teachers shall try and test all technology prior to the start of the course and ensure any issues are resolved and you are comfortable with the platforms.
c) Conduct of the Course/ Session
i. Teachers shall be solely responsible for managing and teaching the class from start to finish and shall be available for the entire duration of the course time.
ii. Teachers shall follow the course schedule as established and published by Scadoosh
iii. Teachers shall agree to conduct the session within the scheduled time frame
iv. Teachers shall dress professionally as per their ethnic choices
v. Teachers shall extend a warm welcome and encourage all learners and greet the students in a friendly manner and establish a connect by addressing them by their names to create an atmosphere of joyful learning over fearful learning.
vi. Teachers shall provide equal attention and opportunity for all my students
vii. Teachers shall ensure the medium of instruction will be in English (unless the course demands otherwise)
viii. Teachers shall notify Disclosing Party (Scadoosh) admin team if unable to log in to the course on time
ix. Teachers shall always be seated under Good lighting environment and use a clear, neat background or use ‘Scadoosh’ virtual background and focus on the camera to provide clear visibility to the learners / participants
x. Teachers shall use ‘Scadoosh’ logo/slides for PPT or any presentation
xi. Teachers shall communicate the “prerequisites for the course” clearly in the app as well as before the session begins
i. Teachers shall not communicate with students/ learners / participants outside of the ‘Scadoosh’ platform
ii. Teachers shall not share contact details or collect any contact details from my students/ learners / participants in any manner without the explicit authorisation of Disclosing Party
iii. Teachers shall maintain a record of student/learner/participant attendance for each session and communicate the same to Disclosing Party (‘Scadoosh’) at the end of each session
iv. Teachers explicitly accord their consent to Disclosing Party (‘Scadoosh’) to record the sessions and use it to map internal quality standards and monitoring purposes
v. Teachers shall share any course related document, video, audio, images, etc. to the students through ‘scadoosh’ platform ONLY
vi. Teachers will indemnify Scadoosh against any claims arising from use of students’ personal data or any third party IPR.
vii. Teachers will not use or make visible or mention in any manner whatsoever, any Trademarks; works of others during your Sessions.
i. Disclosing Party has currently announced a basic consideration of INR 750 per hour for the services provided by the Receiving Party within the platform provided by the Disclosing Party (‘Scadoosh’)
ii. Disclosing Party also Incentivises Receiving Party of INR 150 per session for completion of 100% on time session timing. (incentives don’t get applied even if one session is delayed)
iii. Course session cancellation needs a minimum of 48 hrs notice to Disclosing Party before the commencement of the session time. However, Non Payment of consideration is applicable in the following scenario.
1. Session cancellation by the Receiving Party within 48 hrs of commencement of session
f) Security Deposit
i. A one-time, fully refundable, security deposit of INR 5000 will be collected from the Receiving Party by the Disclosing Party irrespective of the number of courses the Receiving Party renders in the ‘Scadoosh’ platform. Security deposit will be withheld on the following cases by Disclosing Party
1. No Show by Receiving Party for any ONE course session will be liable for deduction of INR 1000 per session
2. No Show by Receiving Party for MORE THAN TWO course session will be liable for complete deduction & forfeiture of security deposit
3. In the event of Receiving Party upon empanelment by Disclosing Party chooses to cancel the entire course, security deposit stands forfeited by the Receiving Party
4. In the instance of Receiving Party upon empanelment by Disclosing Party, postpones the start date of course MORE THAN ONCE, then the Receiving Party will be liable to forfeit 50% of the security deposit
5. Security Deposit shall be refunded by the Disclosing Party when demand after termination of this agreement after deducting any amount payable to the Disclosing Party. This however, does not preclude the Disclosing Party from initiating action for recovering any amount due from the Receiving Party. Security Deposit to be refunded by the Disclosing Party on _________________________ instances. (clause to be added)
g) Information Disclosure
i. Receiving Party confirms that all the personal information provided is to the best of their knowledge in a bonafide manner without any prejudice & intention of wilful misrepresentation.
ii. Receiving Party explicitly agree to share the contact information including name, residence address, email IDs, landline number, mobile number, whatsapp number, correct bank account details to Disclosing Party (‘Scadoosh’) for the purpose of transactions & documentation
h) Dispute Resolution
i. The courts of competent jurisdiction at Bangalore shall have exclusive jurisdiction to determine any and all disputes arising out of, or in connection with, the Scadoosh