Draft Master Franchise MOU

BETWEEN
Orion Edutech Pvt Ltd., an Education and Training organization incorporated and registered in India having its
Corporate office at Orion House, 28 Chinarpark, 1st Floor, Rajarhat Road, Kolkata-700157 or its subsidiary (which
expression shall unless repugnant to the context or meaning thereof mean and include its successors and assigns
(hereinafter referred to as Orion ) of One Part
AND
<Company Name>, a company registered in <County> and located at <Country> (hereinafter referred to as the
Master Franchisee) of the other part
WHEREAS:
A. Orion is engaged, inter alia, in the business of providing Education, Assessment and Certification services
worldwide.
B. Orion has acquired distinct and unique reputation as to the quality of the Education, Assessment and
Certification through Information Technology at its various centres.
C. Orion is in possession of Proprietary Customized Technical Resources and knowledge in Information Technology
and copy rights in work relating to software.
D. Orion has also developed systems in providing education, Assessment and certification through Information
Technology and for running Education Centres.
AND WHEREAS:
1. Orion received a request from <Company Name> for being its Master Franchisee Partner for <Country>
(hereinafter referred to as the Territory).
2. <Company Name> is desirous of providing counselling and Assessment in the courses developed by Orion
and/or its partners to persons intending to seek knowledge and update their skills throughout the said Territory
through its network of centers.
3. Subject to all the applicable corporate and statutory approvals, Orion agrees to grant a Master Franchisee
License to <Company Name>to use its trade name, courses, modules, processes and course ware of Orion in the
Territory.
4. The Parties have discussed and agreed upon the terms and conditions of establishing Master Franchisee in the
Territory and have agreed to record the terms and conditions of this arrangement into a formal MOU which are
set-out as herein after stated.
5. Orion has agreed to grant the status of Master Franchisee to <Company Name> which includes the grant of
license for use of Proprietary Customised Technical Training Resources developed by Orion and for Training and
Education counsellingby integrating Information Technology through the use of its trademarks and copyrights in
work relating to training, use of Orion developed training resource material required in providing education,

Assessment or certification by integrating Information Technology and for conduct of its Authorized Training
Centers (ATC) and other education counselling product lines offered by Orion in collaboration with other
education institutions from time to time throughout the Territory by the Master Franchisee.
6. <Company Name> has done a self-study of the business and upon due diligence covering the various aspects, is
convinced of the potential of establishing ATC’s (Authorized Training Centers) in the said Territory with the
backing of Orion. Orion will provide technical and commercial guidelines including but not limited to training
programs, teaching materials, student books, guide to trainers, operations manuals, logo usage manuals etc. for
the development of the centre and post launch ongoing support.
7. The business proposal offered by Orion has been accepted by <Company Name>, who has agreed to adhere to
it in terms of the expected revenue as per the business plan to be prepared, accepted and submitted by both
parties along with this MOU or within 60 days from the date of signing this MOU.
8. During the meetings between the representatives of Orion and <Company Name>, the details of the scheme
including the courses conducted, staff training, disbursement of Information centre Authorisation Fee, launch
schedules, details of the interiors of the ATC’s, scope of business potential and local recruitment were discussed
and explained.
9. It is agreed that the first proposed ATC would be ready for launch latest by _____<Month> .2016(Three
Months)
10. Subject to terms of this MOU, Orion will charge a Security Deposit of USD 2000 and Operational Fee of USD
6000, for the Master Franchisee license for the said Territory for a period of 3 years from the date of launch of
the ATC as per Clause 9 of this MOU. This MOU is valid for 120 days from the date of signing the MOU and the
payment of the fees should be made in full as per the following schedule
a. USD 2,000 at the time of signing of the MOU

and

b. Remaining Fees i.e. USD 6000 at the time of execution of the Master Franchise Agreement, to be
executed within 60 days of signing of the MOU

11. Orion will charge a percentage of student fee or the course fee accrued through education, assessment and
counselling at the ATC’s and distance education counselling or college trainings and/or any other business
conducted under Orion license brand.
12. Master Franchisee shall make the payment of the education, training and Assessment Fee as per the payment
guideline and banking solution to be detailed in the Master Franchisee Agreement. Master Franchisee shall
provide, every six months, a copy of the self-audited accounts of the business generated under the license of
Orion.
13. Master Franchisee will conduct all marketing activities including advertising, local publicity, seminars etc. All the
standard designs and layouts will be supplied by Orion.
14. Master Franchisee agrees to purchase all hardware and licensed software required to be installed for the
conduct of the business. Further all the hardware and licensed software is to be directly procured by the
individual ATC prior to the launch of that ATC.

15. <Company Name> is confirmed as a Master Franchisee and is to pay the One-time Set-Up Fee and Operational
Fee in the form of wire transfer to Orion account as mentioned below as per schedule under Clause 10 of this
MOU.
Name: ORION EDUTECH PRIVATE LIMITED
Bank Name: STANDARD CHARTERED BANK
Account Number: 33505074429
IFSC Code: SCBL0036004.
Swift Code: SCBLINBB
Master Franchisee can inaugurate and launch the ATC’s only after a written confirmation from Orion Head Office.
This MOU shall form a part and the guideline of the Master Franchisee Agreement to be signed by both parties within
60 days of signing this MOU.
16. Each party shall indemnify the other for any loss or damage suffered by the other party or any payment which it
may be compelled to make due to any claim or action by any authority or person either in the Territory or in
India relating to any matter arising out of or related to or concerning this MOU, for which the other party is not
responsible.
17. This MOU embodies the complete understanding between the parties relating to the subject matter here of and
supersedes all previous understanding, agreements and documents, if any. All addenda and amendments to
this MOU, during the validity of this MOU can only be executed upon the mutual agreement of the Parties and
should be made in writing in an addendum to the MOU, which will become an integral part of the MOU.
18. Any question or difference which may arise concerning the construction meaning or effect of this MOU or
concerning the rights and liabilities of the parties or any other matter arising out of or in connection with this
MOU shall be referred to a sole arbitrator in Kolkata, India, to be agreed between the parties in accordance
with the provisions of Arbitration and Conciliation Act 1996. The Arbitration will be conducted in English
language.
19. This MOU is executed in two originals and each of such original shall be equally effective and binding.

IN WITNESS whereof, the parties hereto have signed and executed this Memorandum of Understanding on
hereof the day and year therein above written.