Draft Unit Franchise MOU


THIS MEMORANDUM OF UNDERSTANDING(MOU)has been made on the _____Day of _______ Two Thousand
and __________


ORION EDUTECH PRIVATE LIMITED., a VocationalTraining Organization,incorporated and registered in India having
its Corporate office atOrion House, 28 Chinarpark, 1st Floor, Rajarhat Road, Kolkata-700157or 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:

<Company Name>,a company registered in <County> and located at <Country>(hereinafter referred to as the Unit
Franchisee) of the OTHER PART:
WHEREAS Orion is inter alia engaged in the business of providing Vocational Training, Assessment and Certification
Services worldwide and acquired distinct and unique reputation as to the quality of the Education, Assessment and
Certification at its various centers.
AND WHEREAS Unit Franchisee<Name> has done a self-study of the business and upon due diligence covering the
various aspects, is convinced of the potential of establishing an APC in the Territory with the backing of Orion and
requested Orion grant him a license to start a vocational Training center in <City of a country>(hereinafter referred to
as the Territory)only.
AND WHEREAS the Unit Franchisee is desirous of providing training in the courses developed by Orion to Students/
Desired candidates intending to seek knowledge and update their skills by opening a Training Center in the Territory.
AND WHEREAS subject to all the applicable corporate and statutory approvals, Orion agrees to grant an Authorized
Partner License to the Unit Franchisee of establishing an Authorized Partner Center (APC) and to use the trade name,
courses, modules, processes and courseware of Orion in the said Territory.

1. Orion grants the license to Unit Franchisee for use of Proprietary Customized Technical Training Resources

developed by Orion for training and education by integrating Information Technology through the use of its
trademarks and copyrights in work relating to training.
2. 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
center and post launch ongoing support.

3. The Unit Franchisee business proposal, offered by Orion has been accepted by <name>, who has agreed to adhere
to it in terms of the expected revenue as per the business plan to be prepared, accepted by both parties along with
this MOU. within 30 days from the date of signing this MOU.
4. During the meetings between the representatives of Orion and <name> the details of the Franchisee scheme,
including the courses conducted, staff training, disbursement of Franchise Fee, launch schedules, details of the
interiors of the APC, scope of business potential and local recruitment were discussed and explained.
5. It is agreed that the proposed APC would be ready for launch latest by ___._____.2016. (Three Months).
6. The implementation of the Government orders and their sharing are beyond the scope of this MOU and would be
dealt with separately if required.
7. Orion shall share the soft copies of the curriculum, training delivery plan, e-content etc. with the Unit Franchisee,once
both the parties herein agreed to commence the training session.
8. Orion shall impart online sessions, which need to be facilitated by the physical trainer at the location.
9. Unit Franchisee shall update the daily activities viz. enquiries, admissions, trainers’ details, students’ details, student
fees, batch attendance, ID card distribution, module covered, evaluation schedule, scores, certifications, and
placement records on ERP, provided by Orion.
10. Subject to terms of this MOU, Orion will charge a non- refundable Onetime Set-Up Fee of USD 4000 for a Unit
Franchisee license for the Territory for a period of 3 years from the date of signing 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
a. USD 1,000 (One Thousand Only) along with the MOU and
b. Remaining Fees i.e. USD 3000 (Three Thousand Only) before execution of the Unit Franchise
Agreement, to be executed within 45 days of signing of the MOU

That the batches are required to be commenced within 45 days from the date of execution of the Unit Franchise
Agreement. Unit Franchisee shall share the photographs of the mobilization, counseling, infrastructure and so on
with Orion within the stipulated timeframe of 45 days before the commencement of the training.
11. Unit Franchisee shall initiate the commencement of training with required infrastructure that includes the classroom,
IT, and domain lab and so on as per the indicative list, which can be amended from time to time as per the discretion
of Orion. Unit Franchisee shall needed to be equipped with high speed and high quality internet connectivity for
hindrance-free operation in the training process.
12. Orion shall charge a percentage of the student fee or the course fee or the accrued revenue generated through
training courses by the ATC, corporate trainings, school trainings, distance education or college trainings and/or any
other business conducted under Orion brand.
13. Unit Franchisee shall make the payment of the Franchisee Fee as per the payment guideline and banking solution

to be detailed in the Unit Franchisee Agreement. Unit Franchisee shall provide, every six months, a copy of the self-
audited accounts of the business generated under the license of Orion.

14. Unit Franchisee shall conduct all marketing activities including advertising, local publicity, seminars and so on. All
the standard designs and layouts will be supplied by Orion only.

15. Unit Franchisee shall agree to purchase all hardware and licensed software required to be installed for the conduct
of the business. All the hardware and licensed software are to be directly procured by the Unit Franchisee prior to
the launch of the APC.
16. <name> is confirmed as a provisional Unit Franchisee and is to pay the Onetime Set-Up Fee in the form of wire
transfer/Pay Pal to Orion Edutech Pvt. Ltd.account as per the attached Invoice.
17. Unit Franchisee can inaugurate and launch the APC only after a written confirmation from Orion Head Office.
18. This MOU shall form a part and the guideline of the Unit Franchisee Agreement to be signed by both parties
within 45 days of signing this MOU.
19. 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.
20. This MOU embodies the complete understanding between the parties relating to the subject matter hereof and
supersedes all previous understandings, 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.
21. 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 Kolkatta, 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 only.
22. 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.