THIS AGREEMENT is signed on September 9, 2008 between the following parties:
Party A: Sino-India Education and Technology Alliance, Chennai, India
Party B: Beihai Huizhi Educational Consulting Corp., Beihai, China
Party C: Vivekananda Yoga Anusandhana Samsthana, International, Wing, Bangalore, India
Principal Objective: The principal objective of this Agreement is to enter into co-operative alliance between the parties concerned to promote educational, research and business activities in the following areas in India and China for the benefits of both countries and the parties mentioned herein.
All parties agree to offer the following programs in China based on the following terms and conditions. Party A and Party B (later refered to as Party to as Party AB) are grouped together in this Agreement.
1. Party AB shall operate under an independent business title NewCo (to be determined later) to conduct all the business mentioned in this Agreement. NewCo shall be Party Cs exclusive partner to China in all programs listed in this agreement. NewCo shall be entitled to use the name of Party C in an exclusive manner for NewCos business name, company name, product names or service names. Party C shall enter the same agreement later with this NewCo. All parties all agree that an exclusive agreement shall be entered between party C and Beijing Radio and TV University to offer all degree programs of Party C, initially in Beijing but may propagate to all areas in China.
2.Party C offers its BSc degree program in Yoga, post-graduate diploma in Yoga, MSc, degree program in Yoga, and Ph.D. degree program in Yoga to Chinese students in China. And these students will first study in China, and complete their degree study in India. Students may come in different backgrounds and qualifications. Party C shall offer its Yoga Certificate to all students in the above programs as well.
a)Party ABs obligations and responsibilities: find an academic partner in China, establish an academic unit that may use Party Cs name, recruit students, find and negotiate a campus environment where all necessary facilities are provided (such as classrooms, practice rooms, gym, sport facilities , cafeteria, students dorms, lib, etc.) and bear its cost, offer lodging place including the basic furniture for Party Cs staffs and faculty.
b)Party Cs obligations and responsibilities: offer its degree programs, complete curriculum (through consultation with Party AB), text books (students will purchase), dispatch qualified and high-quality faculty to teach all courses, manage the degree programs, pay faculty and staff salaries, fringe benefits, insurances, living cost except lodging place.
c) Tuition distribution for students studying in China is specifies in Schedule A.
d)Student tuition fee standard for their Indian study is specified in Schedule B.
e)Party C agrees to enter an agreement with the Chinese academic partner to support the above programs. Party C agrees to nominate a suitable person to be the Dean of this unit in China.
f)Party AB shall reimburse 50% of the roundtrip international airline ticket for Party Cs instructors only (excluding staffs and senior management visits), provided that the instructors are staying one-year or longer. Party AB shall only make such payment once per instructor.
g)Party C shall not offer any programs as listed in (3) by itself directly or indirectly.
3.Party AB shall offer Yoga Instructors Course (YICs) of Party C (including the standard 3 months and others) including Party Cs Yoga Certificates, offer commercial Yoga training, offer all Yoga-based therapy methods and all other Yoga-based practices currently deployed at Party C.
a)All parties agree that Party AB may enter franchising business. For every legally independent business entity, there is a franchising royalty fee. Its fee standard is specified inSchedule C. This royalty fee is to be paid to Party C within 2 months after signing such an agreement.
b)For all video, audio, and printed materials, their retail prices shall be jointly set up. Schedule D specifies the amount that should be paid to Party C. Taxes shall be evenly divided.
c)Party C guarantees in a timely manner to supply qualified and high quality Yoga staff and instructors according to the needs of Party AB.
Schedule A. Tuition distribution for students studying in China.
a)Tuition income from students of their first year study: 60% for Party AB; 40% for Party C.
b)Tuition income from students of their second year study: 55% for Party AB; 45% for Party C.
c)Tuition income from any future year: 50% for Party AB; 50% for Party C.
d)Tuition paid at Party C while students are studying in India are all belong to Party C.
Schedule B: Student tuition fee standard for their Indian study.
The tuition rate for the Chinese students studying undergraduate/graduate programs in India is USD$2,000/USD$3,000 per year for 2009-2010 academic year, and may increase yearly afterwards roughly along with the inflation rate.
Schedule C: Franchising Fee
For every legally independent business entity, there is a franchising fee of USD$ 1,500 (for every two year) royalty fee to be paid to Party C within 2 months after signing such an agreement.
50% of the retail price for all audio, video and printed materials shall be paid to Party C.
Schedule E: The monthly salaries guideline of teachers recruited from Party Cs
i)For senior instructors (some with more than 15-years Yoga experience, or full professors): rmb 10,000/- per month.
ii)For intermediate-level instructors (someone with more than 8 years Yoga experience, or associate professors): rmb 8,000/- month.
iii)For basic-level instructors (someone with more than 4 years Yoga experience, or lecture: rmb 6,000/month
Party AB shall hire them whose salaries payments guideline can be found in Schedule E on full time basis (about 6 classes per day, 5 days a week is considered as a full time basis), in addition to providing the lodging for them. Party AB can also use Party Cs instructors, if Party AB uses them less than full-time, then proportional payments shall be made according to the time proportion used of the instructors based on the above schedule. All amounts are paid in rmb and shall be made to the individuals. Tax consequences are individuals. personal living cost except lodging are Party Cs.
4.National and state regulations and discipline shall be mutually respected.
5.Duration and Alteration of the Agreement: This Agreement will come into effect on the date of signing by all the parties. The duration is for a period of ten years. Any revision must be in writing.
6.Either party may terminate this agreement, if it is found that the other party has breached/infringed any of the clauses of the agreement and /or if any other party has failed to comply with any clause in the agreement. Adequate compensation shall be claimed by either parties if the clauses are violated. The party that does not comply with clauses in this Agreement shall compensate the other party for any business loss due to this termination.