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Agreement between Faculty and Takshila Learning
Thisservice agreement is executedat Delhi on this _______day of ___________ 20___, by and between:
Takshila Learning Pvt. Ltd., a company incorporated under the provisions of the Companies Act, 1956, having its Registered office at 141-D, Block AC, Shalimar Bagh, New Delhi – 110088, acting through its authorized representative________________________________ (hereinafter referred to as “Takshila Learning” which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns and further deem to mean and include its subsidiaries & affiliates, if any) on the first part.
Mr./ Ms._______________________________________________S/O_/D/O_____________________________________________________an Individual/ representative of Company/institute ________________________________________________ having his residence/ office at ________________________________________________________________________________________________
(here-in-after referred to as “Faculty”) which expression shall unless it be repugnant to the context or meaning hereof, shall be deemed to mean and include the heirs, administrators, executors, legal representatives and permitted assigns) on the second part.
(Each referred to in this agreement individually as a ‘Party’ and collectively as ‘Parties’)
Whereas Takshila Learning is in the business of education (online and offline) and is having a website www.takshilalearning.com which is an online store of education courses,education related material and other services through website,Pen drive, tablets, DVDs, books, mobile apps, for students, faculties& educational institutes. This is also an online market place to promote various courses and skills from the faculties/ educational institutes,in partnership with Takshila Learning.
Whereas Faculty desires to work with Takshila Learning in developing content for course(s) or skill(s) specialized by him and making the digital content available for use by end users (“End Users”); and
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ii) Platform” means Takshila Learning’s proprietary web portal and software programs/tools used to host, transmit and make content available via the Internet or in offline modeon computers, smartphones, Tablets and to provide related services and functionalities, including automatic grading or facilitating peer-to-peer interactive activities.Platform will include all the online marketing channels like Youtube, Facebook,Instagram, Pintrest and any other channel chosen by Takshila to market these products/ courses.
iii) “Content” means any information, data, works of authorship or other materials delivered in text, photographic, audio, visual or audiovisual format, including videos, lectures, quizzes and course materials and syllabi.
iv) “Course” means the presentation of instructional content pertaining to certain section of knowledge.
v) “Course Validity” means the period for which an end-user will be able to access the hosted course material provided by Takshila Learning. This will be mutually decided by the Faculty and Takshila Learning before offering the respective course on the platform.
vi) “Intellectual Property Rights” means all rights worldwide in, to and under copyrights, copyright registrations and applications, trademarks (including trade dress, service marks and trade names), trademark registrations and applications, domain names, patent, patent applications (including the right to claim priority under applicable international conventions) and all patents issued thereon, inventions, whether or not patentable, trade secrets, author rights, moral rights, rights in goodwill, and other proprietary rights, as may exist now and hereafter come into existence, and all renewals and extensions thereof.
vii) “Services” means, collectively, the services provided by Takshila Learningto faculties and students/ end users with respect to offering and monetizing the Content on Takshila Learning’s platform. This also includes other services offered by Takshila Learning.
viii) “Gross Revenue” is the aggregate amount, including applicable service tax or other taxes (if any), received from the End-Users for Courses offered on the website or in classroom mode. This includes any other supportive material like books etc. provided to the end user.
ix) “Net Revenue” is the amount actually received from Users/ students/sales partners for Courses offered, less the cost of the books/supportive material given by Takshila Learning, less the financial charges paid by Takshila learning to payment gateway, less any discountsgiven and less applicable taxes (if any).
x) “Course Offerings” means the learning resources to be delivered to an End-User on subscription/purchase of a course. This may include (as decided by the faculty before the launch of the course on Takshila Learning) video lectures, live interactive sessions, study material (printed or soft-copy), discussion forums, Quizzes, Mock tests, content updates in case of change of syllabus etc. Before launching a course on Takshila Learning, faculty shall provide the list of course offerings that will be made available to the End-User/ student on course subscription/purchase. This list, along with the schedule of delivery of these offerings by the faculty to Takshila Learning, will be provided as a part of the Course Details Form, the content of which is broadly defined in Annexure.
ii)Limits Faculty’s right to host, distribute or otherwise make available any of his Content (except the specificsubject and the content developed with Takshila Learning of the specific subject in online/offline digital mode) through third parties, in each case except as otherwise expressly agreed to in writing by the Parties.
If requested by Faculty, Takshila Learning may provide a digital copy of such recorded content, watermarked with appropriate information, for a one-time web based download. Such digital copies shall be the property of Takshila Learning and must not be used, without prior written permission of Takshila Learning, for any kind of commercial purposes including but not limited to online distribution on any website other than Takshila Learning, offline distribution through CDs/DVDs/other media, showing to students in a classroom or on a PC/Laptop etc.Further, Faculty shall be responsible for reviewing and obtaining any necessary licenses, waivers or permissions with respect to any third-party rights to Content used..
ii) In order to get started with Takshila Learning as an online faculty for live/ recorded classes, faculty need to sign up with Takshila after getting demo lectures approved. Takshila’s team will guide the faculty through this process. Once Demo Lecture is approved faculty need to pay Rs. 3000 to Takshila Learning as the registration charges on the portal. These charges include the training of the faculty to take online classes, providing access to website resources, providing software for recorded classes and getting the faculty ready for taking these classes. Once this payment is received faculty’s details will be listed on the website for students to ask for these classes.
iii) Faculty shall determine, in consultation with Takshila Learning, the fee to be charged for his/her Courses plus the applicable taxes. As between Takshila Learning and the Faculty, Takshila Learning shall be solely responsible for monetizing and otherwise generating revenue from the offering of Faculty’s courses or Quizzes through the Platform and collecting such revenue. However, Takshila Learning shall notify Faculty on every purchase or refund of Faculty’s Course(s) made through the platform. Further, Takshila Learning shall paya royalty income of Twenty five percent (25%) of the “Net Revenue” generated by it from thefaculty’s recorded Courses offered through its or through its partner’s online portal or through any other offline media. For the Live Classes faculty will be paid at a fixed price of Rs( Rupees )for the first student and Rs ( Rupees ) for any subsequent student per class for the subject which faculty is taking.
iv) Faculty shall raise an Invoice to claim his/her share of Royalty payment, as per this Agreement, after consideringapplicable taxes, if any, at the end of each course completed and email it to Takshila Learning at [email protected]. Takshila Learning, subject to receipt of the invoice, and after deduction of applicable taxes, if any,shall remit the Royalty payment to Faculty, via cheque/NEFT or any other mode as agreed to by the Parties, by the 15th of the month following the month in which the fee for Faculty’s Course is received by Takshila Learning.
Since all these Sales channels (Partners, distributors, resellers, affiliates, Network marketers) and Marketing channels including Social media channels like Youtube, Facebook etc are used to grow business and interaction with them always has a predefined context.Under no circumstances faculty will interact independently with any of these, without prior written permission of Takshila’s concerned representative. Any violation of this can lead to business loss thus is liable to legal action by Takshila. If needed for marketing purposes Takshila’s representative will interact with faculty and in their presence, they will coordinate this interaction with sales and marketing channels.
11. CONTENT PULLOUT BY TAKSHILA LEARNING : if Takshila Learning
(i) receive a written notice from a third party alleging infringement of its Intellectual Property Rights arising from the provision of Faculty-supplied Content through the Platform,
(ii) be subject to any adverse inquiry or claim or governmental investigation or
(iii) Determine, in its sole discretion that the Content violates any applicable law, regulation or rights of any third party, Takshila Learning shall have the right, with at least three business days prior notice to the Faculty, to remove any content pertaining to such claim from the Platform pending further evaluation or resolution of such claim with Faculty.
12. TERM: This Agreement shall commence from the date of its execution for five years. More updates to the present course or any new courses can be added under the same agreement as and when the faculty develops them. The agreement can be extended further, subject to the terms and conditions contained in this agreement. Though in case both parties feel the need to make changes to this agreement, they can do so suiting mutual requirements, however any changes shall be done only in writing.
(i) if such other Party commits a material breach of this Agreement, which breach is not cured within 30 days of receipt of written notice of such breach from the non-breaching Party as this is expected, Incase the breach is cured the termination notice shall be withdrawn.
(ii) immediately if such other Party has a receiver appointed, or an assignee for the benefit of creditors or in the event of any insolvency or inability to pay debts as they become due, except as may be prohibited by applicable bankruptcy laws, or
(iii) Immediately if the acts or omissions of such other Party adversely or negatively cause or result in material damage to or loss of a Party’s reputation. Any disagreements or disputes regarding any material damage or loss to reputation will be resolved by the dispute resolution procedures set forth in this Agreement.
(iv)Consequences of Termination. Termination of this Agreement for any reason does not relieve either Party of its obligation to pay any amounts owed to the other Party that became due prior to such termination or to provide the same standards of customer service to the students who have bought the course prior to this termination. Upon any termination of this Agreement, each Party will promptly return all Confidential Information (other than this Agreement), of the other Party in its possession or control.In the event of termination of this Agreement by either Party, all rights and obligations under this Agreement shall immediately cease, and Takshila Learning shall discontinue providing any of the Services with immediate effect. Notwithstanding the foregoing, Takshila Learning may continue to host and make the Course available, throughout the course validity period, to Users who have already registered/purchased the respective course till the date of termination.
(v) In case the faculty stop recording the lectures or providing updates as agreed under this agreement, and does not provide the updated course content for the students or leave the course incomplete, the faculty forfeit his/her Intellectual property rights over the contents/lectures submitted earlier. The Takshila Learning shall be entitled to use the material/recorded lectures provided by the faculty without paying any royalty to the faculty. Takshila learning will have the authority to ask the faculty to pay the penalty charges as mentioned in clause no 7 above incase faculty is not providing the updates to the recorded content on time as desired by the students.
Student’s Information/Communication. Takshila Learning shall not disclose, except the name &city/state, any End User data (user emails, contact numbers, address etc.) and Faculty will not sell, provide or otherwise disclose any End User data collected in connection with Courses offered through the Platform. Further, Faculty shall not, during the term of the course or anytime thereafter, solicit any personally identifiable information (user emails, contact numbers, address etc.) from the End-Users/ students.
Faculty authorizes Takshila Learning to make enhancements to the Content in the form of translations, adaptations, captioning, encoding, transcripts, or video annotations produced in response to accessibility requests (”Content Enhancements“). As between Takshila Learning and Faculty, such Content Enhancements shall be solely owned by Takshila Learning
ii.) All rights, title, and interest in and to the Platform, related documentation, the Takshila Learning Website and all updates, modifications, enhancements, improvements, upgrades or corrections thereof, including any assessment features added thereto, and all related Intellectual Property Rights shall be exclusively held by Takshila Learning.
Takshila Learning shall indemnify, defend and hold harmless Faculty against any and all Losses, arising out of or resulting from any third-party claim asserted against Faculty to the extent relating to any Content used with the Services or Platform, not provided by Faculty, its Instructors or any guest presenters, including any violation or infringement of any third-party Intellectual Property Rights, claims of defamation, invasion of privacy, right to publicity or unfair competition with respect thereto; or (b) any claims that arise from any Content being made available on the Platform, through no fault of Faculty or the Instructor.
21. 1 Dispute Resolution.
The provisions of this Agreement shall be governed by and construed in accordance with Indian law. In the event of any disputes/ differences among the Parties hereto (“Disputing Parties”), whether before or after the termination of this Agreement, regarding the interpretation of any provision of this Agreement or regarding any claim of one Party against the other or regarding any other matter arising out of this Agreement, the Disputing Parties shall promptly and in good faith endeavor to settle the matter by mutual conciliation. In case no amicable resolution is reached within a period of 30 (thirty) days, or within such extended period as the Disputing Parties may agree upon, from the date on which the dispute or difference arose, a Party may refer such dispute or difference to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 by a Sole Arbitrator. The arbitrator shall be appointed by the First Party. The arbitration award shall be final, conclusive and binding on the Disputing Parties, the Disputing Parties agree to be bound thereby and to act accordingly. Furthermore, the arbitration award shall be subject to enforcement in any court of competent jurisdiction. The place of arbitration shall be [New Delhi], India and the language shall be English. Subject to the provisions of this Clause, the courts of New Delhi, India shall have the exclusive jurisdiction in relation to any disputes arising out of this Agreement.
21. 2 Independent Contractors: The relationship between Takshila Learning and Faculty under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed so as to constitute Takshila Learning and Faculty as partners or joint ventures, or either Party as the employee or agent of the other Party, or in any other manner other than as independent contractors. Neither Party will have any power or authority to bind the other Party in any transaction with a third party.
21. 3 Amendment: No amendment, modification or discharge of this Agreement, and no waiver hereunder, shallbe valid or binding unless set forth in a writing signed by both Parties. Any waiver, concession or extra time allowed or granted by either Party to the other shall be limited and applicable to the specific instance in which it was given and the same shall not affect the waiving Party’s rights under these terms and conditions in any way (whether in that or any other instance).
21. 5 Severability:If any provision of this Agreement, or portion thereof, is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, the provision shall be totally ineffective to that extent, and the remaining provisions of this Agreement will remain in full force and effect.
21. 6 Waiver: Neither the waiver by any of the parties of a breach of or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereundershall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the effective Date.
For Takshila LearningPvt. Ltd. For
“Takshila Learning” “Faculty”
Signature ………………………………… Signature: …………………………..
(With company’s Stamp) (With company’s stamp if any)
Name: ……………………………. Name:
Title: …………………………….. Title: Faculty
Signature: ………………………………………………….. Signature: …………………………………………………..
Name: ………………………………………………………… Name: …………………………………………………………
Address: ……………………………………………………… Address: ……………………………………………………
Content of Course Details Form to be filled by the Faculty before launch of each course