Affiliate Sr Fatima Antony

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AffiliateAgreement Page 1 of 10Between Next Education India Pvt Ltd andSr. Fatima Antony

AFFILIATE AGREEMENT

This is an Affiliate Agreement made and entered into, at Hyderabad on this 14th

Day of October2011.

Between

M/s. Next Education India Pvt Ltd, a company incorporated under the Companies Act, 1956

and having its Registered office at Plot # 89, Muncipal # 8-2-120/76, 1st Floor, Road # 2,

Banjara Hills, Hyderabad - 500 034, represented by its Authorized Signatory Mr. Daljit Singh

Bajwa, (Company),

And

Sr. Fatima Antony, Daughter ofMr. Antony, having his/her permanent residence at: Auxilium

English medium high school, Gavaravaram, Koyyalagudem (Mandal), West Godavari

district. Pin Code 534 312 (Affiliate)

The terms Company and Affiliate wherever the context so permits, shall mean and include

their respective, assignee, authorized representative, nominees, employees, servants, etc., and

person or persons claiming through or under them.


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WHEREAS

A. The Company is engaged in the field of education, development of educational contentand facilitating enhancement of knowledge and efficiency of the students for achieving

academic excellence, by providing computer based teaching and learning materials and

contents in an interactive manner and in course of its business the Company develops,

owns and employs various proprietary information, know-how, technical details, tradesecrets and other intellectual properties. Besides, the Company provides its products &

services for Internet based teaching and coaching as well as computer based teaching andcoaching in a classroom scenario and markets all its products and services under the

trademark and tradenames, which includes, but not limited to, LearnNext and

TeachNext. For the scope of this agreement, the term Business of the Companyspecifically means developing of e-learning products and providing services in the K-12

domain.

B. The LearnNext products are basically meant directly for the students and therefore thesale of the said product can be done both online as well as offline (physical form) in

business to customer mode and platform.

C. The TeachNext products are basically meant for schools and institutions and therefore thesale of the said product can basically be done on offline mode only in business to

business mode and platform.

D. The Affiliate represented, has necessary qualification, expertise and competence to assistthe Company in marketing of its TeachNext products/services by conducting offline

marketing and sale of the same and thus offered his/her services to the Company.

E. Based on the representations of the Affiliate, the Company is desirous of procuring theservices in respect of achievement of the aims and objects of the company and morefullydescribed in Terms & Conditions herewith:

In consideration of the mutual terms and conditions of this Affiliate Agreement, the parties agree

as follows:

Affiliate Terms and Conditions Agreement

Name of the Program: TeachNext Affiliate Program

A. Various Terms used in the Affiliate Program.1. Affiliates - A company or individual that participates in the Affiliate

Program for the purposes of promoting TeachNext in an effort to earn

performance-based compensation as a result of Qualifying Transactions.


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2. Program - A performance-based marketing program operated by NextEducation that enables Affiliates to promote an TeachNext as set forth

herein in exchange for certain performance-based consideration

established in the applicable Program Terms.

3.

Promotional Content - Buttons, banners, widgets, text and other creativecontent that (i) are used by Affiliates to promote TeachNext, (ii) contain

Links and (iii) are specific to a Program. Promotional Content may be

provided to the Affiliate by Next Education, or created by the Affiliate

using Promotional Tools in accordance with the terms of this Agreement.

4. Promotional Method - The method by which the Affiliate distributesPromotional Content to the prospective customers or the method by which

the Affiliate otherwise promotes TeachNext using Promotional Content,

including but not limited to content the Affiliate creates with the

Promotional Tools.5. Qualifying Transaction - Any actual sale of TeachNext product to an end

user solicited by the Affiliates that qualify to receive compensation

pursuant to the terms of this Agreement and the Program Terms that

governs the applicable Program.

B. Affiliate Registration. Next Education allows an individual / organisation / entity toregister for the Affiliate Program and Programs in the Network to earn money by

effectively promoting TeachNext to achieve Qualifying Transactions using

approved Promotional Methods in accordance with the applicable Program

Terms, the Code of Conduct, and this Agreement.1. Registration. To participate in the Affiliate Program, you must submit a

complete application.. You may not submit an application, if you or your

accounts have been terminated by Next Education at an earlier point in

time. Next Education will evaluate your application and notify you if Next

Education accepts or rejects it. Next Education may, in its sole discretion,

reject your application and terminate the agreement without assigning any

reason. Participation in the Affiliate Program is limited to parties that

lawfully can enter into contracts under applicable law. Being accepted to

the Affiliate Program does not mean that you are accepted to any other

Program of Next Education. Your application to each Program must be

made and has to be accepted separately by Next Education. Unless you are

accepted to a Program you are not allowed to promote its Promotional

Content.


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2. Accurate Information. You agree to provide Next Education withcomplete and accurate information about you (including your payment and

tax information) and your Promotional Methods, and to maintain up-to-

date account information. Next Education has the right to confirm or

otherwise verify or check, in its sole discretion, the truth and accuracy ofany registration information at any time. In addition, Next Education shall

always reserve its right to use any personal information provided by you.

C. Your Participation in the Affiliate Program and Promoting TeachNext throughOffline Sales

1. Promotional material Next Education will physically provide you thepromotional material to promote TeachNext or Next Education may email

you such promotional material. You may use the promotional material by

taking copies / printout of the same and sending physically to your

prospective customers or you may even forward the promotional materialas it is to the said prospective customers. Provided however, as you are

fully aware you will not be entitled to make any online sale of TeachNext.

All sales of TeachNext by Next Education are under proper agreement

with the individual and in physical mode.

2. Promotional Content. The promotional material provided to you interms of Point C.1. herein above will contain pre-approved Promotional

Content. You may not modify any Promotional Content that Next

Education provides without obtaining Next Education's prior written

permission. If you are unsure about your right to use or modify anyPromotional Content, please contact Next Education. If Next Education

instructs, you will stop using any Promotional Content provided to you or

created by you with the permission from Next Education. All Promotional

Content that you create must comply with this Agreement, the Code of

Conduct, all applicable laws and legal requirements including intellectual

property laws, information technology laws, etc., and the applicable

Program Terms.

3. Promotional Tools. When you are accepted as Affiliate in a Program,Next Education may at its discretion provide you with Promotional Tools

that you can use to create your own Promotional Content; for example

Promo Codes that can be used for word of mouth promotion by you.

Promotional Tools may have their own rules governing their use which

you must accept before using them.


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4. Approval for Content and Tools. All Promotional Content you use mustbe clearly recognizable as an advertisement for the relevant TeachNext. If

you choose to create your own Promotional Content in terms of Point C.2.

herein above, while you must get Next Education's prior written approval

for the Promotional Content, you must also secure permission before usingany materials protected by third parties' intellectual or proprietary rights

(including without limitation copyrights, trademark rights, patent rights

and rights of publicity). Some Promotional Tools may also be used to

create new tools and applications. If you create new tools and applications

for use in the Affiliate Program or a Program, you must get Next

Education's prior written approval for the tools or applications.

5. Promotional Methods. To participate the Affiliate Program, you willcomply with that Program's list of approved Promotional Methods in the

Program Terms, terms and conditions applicable to the end users ofTeachNext, and with the Next Education Code of Conduct, in addition to

the terms of this Agreement.

6. Compliance of Laws. In addition, while any sale of TeachNext productby you shall be strictly on the end user agreeing to the Next Educations

terms and conditions applicable to the use of TeachNext, for any sales of

TeachNext you shall be fully responsible and liable to comply with all

laws, rules, regulations, etc., as are applicable for physical sale of

educational materials including all taxes and levies like VAT, service tax,

GST, etc.7. Acceptance of proposal. Any proposal for sale of TeachNext solicited /

brought by you would be subject to acceptance by Next Education and

while you will not be entitled to commit any confirmed sale of TeachNext

to the end user, Next Education shall be free to accept or reject any such

proposal at its sole discretion.

8. Sale of TeachNext. If Next Education accepts any of the proposal for saleof TeachNext solicited / brought by you, Next Education then directly deal

with the end user for actual sale of TeachNext as per the terms and

conditions applicable for sale of TeachNext. All payments for such sale of

TeachNext product would be received directly by Next Education in its

own name as per the terms and conditions agreed with the end user and

under no circumstances you will be entitled to receive or collect any

amount from the end users in respect of TeachNext. Your entitlement will

only in form of compensation as detailed in Point D. herein below.


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D. Pricing. The TeachNext Solution will be sold as per the pricing agreed andmentioned below Affiliate will not sell the TeachNext Solution below the agreed

pricing. Any deviation from the declared pricing will need a prior written

approval from Authorised person of the Company.

S No No of

Classrooms

With Interactivity/CR Without Interactivity/CR

1 1 6000 5500

2 2 12000 11000

3 3 18000 16500

4 4 20000[Without Server]

24000[With Server]

ELC-10000

18000[Without Server]

22000[With Server]

ELC-10000

5 5-10 3500/CR

Server-10000

ELC-10000

N/A

6 10-25 3500/CR

Server-10000

ELC-10000

N/A

7 25+ 4000/CR[Includes Server/ELC] N/A

E. Payments.1. Affiliate Fees. The Company will pay to the affiliate a fee which will be

equal to one months fee charged by the Company to the School /

Institution as per the signed agreement. Affiliate fee will be paid in 4 equal

installments, the first installment will be paid 30 days after the successful

installation. The subsequent installments also will be paid 15 days after the

realisation of the 2nd

, 3rd

& 4th

Quarter payment from the

school/institution.


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2. Tax. All payments to you shall be against your undisputed invoices andsubject to deduction of tax at source as per applicable income tax rules and

rates.

3. Non-Payment, Withholdinga.

Notwithstanding anything to the contrary herein, Next Educationshall have no duty to pay you for what would otherwise be

Qualifying Transactions during any current or previous month

when you were in breach of this Agreement, the Code of Conduct

or applicable Program Terms.

b. Next Education reserves the right to withhold your compensationfor any and all previous months and compensation that you are

accruing if Next Education, in its sole discretion, has reason to

believe that you or your Agent(s) have breached this Agreement,

the Code of Conduct or the applicable Program Terms or haveengaged in potentially fraudulent activities.

c. Next Education may apply a debit to your account in an amountequal to a payment previously made to you or a compensation that

has been credited to your account, but has not been paid out yet, if

Next Education determines, in its sole discretion, that there has

been (i) duplicate entry or other clear error; (ii) non-bona fide

transactions or other fraudulent activity; (iii) breach of, or other

failure to complete or reversal of the Qualifying Transaction; or

(iv) failure to comply with this Agreement, the applicable ProgramTerms or the Code of Conduct. Next Education may apply a

chargeback to your account at any time, including previous

payment cycles.

4. Refundable Deposit: An interest free deposit of Rs.1,00,000 (Rupee OneLakh) is to be maintained with the company to cover the cost of hardware

issued for demos.F. Confidential Information

You fully understand and confirm that being an Affiliate of Next Education you

will be disclosed or get exposed to various confidential information of Next

Education including its trade secrets, intellectual properties, business models, etc.

You shall not in any manner disclose or use such confidential information of Next


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Education for any other purpose other than your performance under this

Agreement. Your obligation of non-disclosure and non-use of the confidential

information of Next Education shall survive the termination of your relationship

with Next Education and shall subsist for a period of 5 years thereafter. In this

regard you will be additionally required to execute appropriate Non-DisclosureAgreement in favour of Next Education.

1. Non-solicit and non-compete obligationsDuring your relationship with Next Education and for a period of one year

thereafter you shall not (a) directly or indirectly solicit or entice away any

of the employees or Affiliates of Next Education for any employment,

alternate employment or for any other purpose. For the purpose of this

clause 4(a) the term employees or Affiliates of Next Education shall mean

any person who has been in the employment of Next Education during the

preceding period of 12 months from the point of solicitation; and (b)

engage in any activity, which may amount to competition to the business

or activities of Next Education.

You understand that considering your special nature of relationship with

Next Education and the confidential information of Next Education that

will be exposed to you for your being the Affiliate of Next Education, the

restrictions imposed on you under this clause 4 are reasonable. Besides,

the compensation that would be payable to you under this agreement duly

incorporates and includes appropriate consideration for your undertaking

the above obligations.

2. IndemnityYou fully agree, confirm, understand and understand that you shall fullyindemnify and keep Next Education or anybody connected to it harmless

for all times to come in respect of any loss, claim, damage or adverse

consequences suffered or incurred by Next Education or anybody

connected to it due to any fault, lapse, negligence, omission or

commission on your part or anybody connected to you. This indemnity


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obligation of yours shall survive the termination of your relationship with

Next Education.

3. Dispute ResolutionYou fully agree and confirm that while the decision of Next Educationshall be final and binding on you in all matters, if any dispute still persists

between the parties, the same shall be resolved through arbitration under

Arbitration and Conciliation Act, 1996 by the sole arbitration to be

appointed by Next Education. The venue of arbitration shall be

Hyderabad.

4. Governing laws and jurisdictionYou agree and confirm that this agreement shall be construed and

interpreted in accordance with laws of Union of India and courts atHyderabad alone shall have exclusive competent jurisdiction.


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Affiliate Details

Full Name Sr. Fatima Antony

Fathers Name/Husbands Name Mr. Antony

Occupation School Correspondent

Email [email protected] Phone number 08821 237423PAN Number AABTA2206RAddress Auxilium English medium high school,

Gavaravaram, Koyyalagudem (mandal)

West Godavari district.

Pin Code 534 312

Bank Account Details Bank Name : Union bank of India

Type of Account :Savings AccountAccount Number. :329502010009714Bank Address : Union bank of India,Koyyalagudem, West Godavari District

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day, date,

month and year as above written

For Next Education Technology Solutions Pvt Ltd For Affiliate

Mr. Daljit Singh Bajwa Sr. Fatima Antony

Director Affiliate

WITNESSES:

1. 2.

Affiliate Sr Fatima Antony

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