Serve Well Agreement

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Date 2016

SERVEWELL GROUP PTY LTDAustralian Company Number: 610 372 962

AND

NAGARJUNA EDUCATION SOCIETY ALSO KNOWN AS NAGARJUNA

GROUP OF INSTITUTIONS

Karnataka Societies Registration Act No. S No. 236/1995/96

AGREEMENT BETWEEN TWO PARTIES

Ambi Associates

14 Farnham Avenue

Wheelers Hill VIC 3150

Email: [email protected]


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Table of contents

1. Interpretation............................................................................................3, 4

2. Associates Parties....................................................................................4

3. Representative ........................................................................................ 5

4. Conditions of the Agreement ...................................................................5, 6

5. Liability and Disclaimer.............................................................................6

6. Terms of the Agreement .........................................................................6

7. Dispute resolution...................................................................................6

8. Mediation...............................................................................................6,7

9. Default..................................................................................................7

10. Costs ...................................................................................................7

11. Notices....................................................................................................7

12. Counterparts................................................... .....................................8

Execution page

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THIS AGREEMENTdated day of February 2016 is entered into

BETWEEN Servewell Group Pty Ltd ACN 610 372 962 of Level 1, 13 ScottStreet, Dandenong South VIC 3175 (First party)

AND Nagarjuna Education Society also known as Nagarjuna Group of

Institutions KSR Act No. S No. 236/1995/96f No. 352 13thA Main,80 Feet Road, Yelahanda New Town, Bangalore 560 106 (Second

party)

RECITALS

A. The parties have agreed to enter into this Agreement for the purposes of the

arrangement more fully described herein.

B. The First Party is a company registered in Australia under the AustralianSecurities and Investment Commission.

C. The First Party and Second Party have agreed to enter into a collaborative

venture in providing educational services through reputed educational

institutions in Australia.

D. In this collaboration, the First Party has negotiated with RMIT in Victoria,

Australia to provide the necessary educational services for the students

recruited by the Second Party.

E. The major role played by the First Party is to negotiate, arrange and organise

RMIT to enter into an educational arrangement for the students with theSecond Party.

F. The Second Party and RMIT will establish an arrangement for the students to

study their preferred courses as per the arrangements either in India or

Australia. These details are to be worked out between the Second Party and

RMIT and the First Party will only be an introducer and facilitator in respect of

this arrangement.

OPERATIVE PART

1. Interpretation

This agreement is governed by the laws of the State of Victoria, Australia and

the laws of India. The parties submit to the non-exclusive jurisdiction of the

courts of that state/country on the basis of where and in what jurisdiction the

cause of action arises.

In the interpretation of this Agreement:

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(a) References to legislation or provisions of legislation include changes

or re-enactments of the legislation and statutory instruments and

regulations issued under the legislation

(b) Words denoting the singular include the plural and vice versa, words

denoting individuals or persons include bodies corporate and vice

versa, references to documents or agreements also mean those

documents or agreements as changed, novated or replaced, and

words denoting one gender include all genders

(c) Grammatical forms of defined words or phrases have corresponding

meanings

(d) Parties must perform their obligations on the dates and times fixed by

reference to the capital city of Victoria or that of India

(e) Reference to an amount of money is a reference to the amount in the

lawful currency of the Commonwealth of Australia or that of India

based on agreement between the parties(f) If the day on or by which anything is to be done is a Saturday, a

Sunday or a public holiday in the place in which it is to be done, then

it must be done on the next business day

(g) References to a party are intended to bind their executors,

administrators and permitted transferees

(h) Obligations under this agreement affecting more than one party bind

them jointly and each of them severally

(i) Confidential information means information, plans, specifications, and

data concerning the planning, financing, cost, operations and

marketing of the project designs registered or not, patents, customer

lists, supplier lists, source and destination codes which become

available to any party as a result of the agreement.

1. Associates parties

(a) The Solicitors representing the parties are, for the First Party Ambi

Associates, Barristers and Solicitors of 14 Farnham Avenue,

Wheelers Hill, Victoria 3150 (Office: +61 3 9540 8555 / +61 3 9562

0058 Mobile: +61411 244 537)And for the Second Party, Mr P Narasimhaiah B.A, L.L.B of No.1/1,

18th Cross, Malleshwaram, Bangalore 560055 (Tel: +91 80 23343461

/ +91 944 827 3366)

3. Representative

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Each party must appoint in writing two representatives to manage the affairs of

the Agreement on its behalf and agrees that its representatives have authority

to bind the company on all matters relating to the Agreement.

4. Conditions of the Agreement

The Agreement proposes:

(a) For the First Party to source an Australian University as education

partner to the Second Party in India through collaboration.

(b) For the Second Party to make an initial amount of Rs. 5,00,000/-

(Rupees Five Lakhs only) will be paid at the time of signing the MOU

with Servewell group. This initial advance amount is being paid for

exploring the possibility of collaborating with RMIT. The remaining

amount of Rs. 5,00,000/- (Rupees Five Lakhs only) will be paid after

NES signs an MOU with RMIT and interaction begins with RMIT.

(c) For the Second party to pay a ongoing commission of 10-15%

throughout the tenure of the collaboration on the gross revenue

generated through any collaboration arranged by the First Party

between the Second Party and any other Australian Institution.

(d) For the Second Party to make the payments to the First Party within

15 days from the start of each semester/year.

(e) For the First Party to seek advice from Austrade and the Ministry of

Trade and Investment to safeguard the interests of all organisations

involved though this collaboration.

(f) The Second Party to ensure that all its dealings with RMIT or any

other collaborative Institution be made aware to the First Party.

(g) For the Second Party to not approach any of the First Partys

competitors without the written consent of the first party.

(h) In the course of any arrangement between the Second Party and any

Australian Institution, all payments received by the Second Party

through the students, will have to be notified to by the Second Party

to the First Party.

(i) The parties undertaken to be transparent in relation to all actions

taken relating to this Agreement.

(j) The parties agree that response time to any correspondence between

them that requires action is to be replied within 7 days of the receipt

of such correspondence.

(k) On discussion and approval of travel the Second Party to take care

of the First Partys representatives transport to and fro India and

accommodation in India on their visits in relation to arrangements

between the First Party and Second Party.

5. Liability and Disclaimer

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(a) The First Party takes no responsibility in respect to the marketing,

student enrolment or payment by the students to the Second Party or

any Australian Institution as collaborated by the First Party.

(b) The First Party is hereby indemnified by the Second Party irrespective

of any payments made by the students to either any Australian

Institution or the Second Party.

6. Terms of the Agreement

The Agreement starts on the date of this document and ends:

(a) When determined as this agreement provides or

(b) On a day agreed in writing by the parties or

(c) When the agreement has been completed and all of the payments

undertaken have been settled in full for a period of 20 years from the

date of this Agreement.

7. Dispute resolution

(a) If a dispute arises between the parties, then before any court

proceeding may begin, the party raising the dispute (the complainant)

must give 14 days notice to the others setting out the dispute and

seeking discussion and compromise with a view to resolving the

dispute.

(b) If after 14 days the dispute is not resolved then it must be referred to

mediation before commencing proceedings, and before the

Agreement is ended in accordance with Clause 6 of this Agreement.The costs of mediation must be borne by the parties equally.

8. Mediation

(a) The parties expressly agree to endeavour to settle any dispute arising

in relation to any matter under this agreement by mediation before

having recourse to arbitration or litigation.

(b) The mediation must be conducted in accordance with the rules and

guidelines for commercial mediation operating at the time the dispute

is referred to a mediation agency.

(c) The guidelines set out the procedures to be adopted, the process of

selection of the mediator and the costs involved.

(d) The terms of the guidelines are deemed incorporated into this

agreement.

(e) This clause survives termination of this agreement.

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9. Default

(a) A party would be considered defaulting under this agreement if:

(i) The Second Party defaults in its payment to the First party

within one month from the due and payable date unless

otherwise agreed between the parties or

(ii) Any party continues to breach any obligation under this

agreement after receiving 14 days notice to remedy the

breach or

(iii) Any party commits an act of bankruptcy, or an order is made

appointing a receiver, provisional or general liquidator, for its

winding up or it assigns its estate for the benefit of creditors

or

(iv) Any party breaches any of its fiduciary duties to the other

party, or is convicted of a criminal offence involving

dishonesty or(v) Any party becomes incapable, or is subject to an order

appointing an administrator or guardian.

10. Costs

The costs of preparation and completion of this agreement will be borne by

each of the parties separately.

11. Notices

A notice or other communication to a party must be in writing and delivered tothat party or that partys practitioner in one of the following ways:

(a) Delivered personally or

(b) Posted to their address when it will be treated as having been

received on the second business day after posting or

(c) Faxed to their facsimile number when it will be treated as received

when it is transmitted or

(d) Sent by email to their email address, when it will be treated as

received when it enters the recipients information system.

12. Counterparts

If this agreement is executed in a number of counterparts, when executed and

taken together they constitute this agreement and the date of the agreement

will be the date on which it is executed by the last party.

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Execution page

EXECUTED AS AN AGREEMENT ON APRIL 2016

EXECUTED BY SERVEWELL

GROUP PTY LTD

ACN 610 372 962

Director

Name:

)

)

Director

Name:

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EXECUTED BY NAGARJUNA

GROUP OF INSTITUTIONS

KARNATAKA SOCIETIES REG. ACT

NO. S NO. 236/1995/96

)

)

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Director

Name:

Director

Name:

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Documents

Serve Well Agreement