Master Service Agreement for University

This Master Service Agreement (“Agreement”) is entered into by and between Cognavi India Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at M01, ClayWorks Opus 3rd Floor, W 76, Door 1, Adarsh Opus, Campbell Road, Austin Town, Bengaluru, Austin Town, Bangalore, Bangalore North, Karnataka, India, 560047 (hereinafter referred to as “Cognavi”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-interest and assigns) of ONE PART.

AND

the client purchasing Cognavi services (“Client”), whose details are provided in the Proforma Invoice (“PI”) signed by both Parties which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-interest and assigns) of SECOND PART.

For the purpose of the Agreement, Cognavi and the Client may be referred to individually as a “Party” and jointly as the “Parties”.

The Agreement shall come into force between the Parties as of the Effective Date indicated within the Item & Description of Service section of the PI (“Effective Date”).

ABOUT THE PARTIES WHEREAS

Cognavi is a subsidiary of Forum Engineering Inc., a Japanese company established in 1981 and listed on the Tokyo Stock Exchange Prime Market. Forum Engineering Inc. is a pioneer in human resource services in Japan and is engaged in the business of providing mechanical and electrical engineering staffing and support services for employment of graduates, career changes, education, and training services.
Cognavi offers a comprehensive and efficient solution for job seekers and job providers by connecting students with the right opportunities and empowering recruiters to find the best talent suited to their requirements. Cognavi using its Artificial Intelligence and Machine Learning platform (“AI/ML Platform” or “Platform”), aims to connect recruiters (to hire suitable talent), students (to find their dream jobs suited to their skill sets) and universities (to optimize their placement process).
Cognavi Leveraging its AI/ML Platform, aims to combat the far-reaching economic repercussions, including reduced growth potential caused due to high unemployment rates. It ensures swift employment opportunities for graduates, thereby minimizing the undesirable levels of joblessness among educated youth. Additionally, Cognavi serves as a bridge between the education system and the demands of industry, aligning graduates with the necessary skills for available job opportunities.
The Client is a recognized educational institution committed to providing high-quality education and comprehensive support to its students to enhance their academic and professional development.
The Client wishes to procure the Services (as defined below) of Cognavi and the Parties are now entering into this Agreement to set out inter-se terms and conditions in relation to the provision of Services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SCOPE OF SERVICE

Subject to the terms of this Agreement, Cognavi hereby agrees to provide and render services and assistance for works as specified in Item & Description of Service Section of the PI (Scope of Services).
Cognavi agrees to employ sufficient number of professional(s) and have the requisite equipment, as may be required for providing the Services.
i. in accordance with the terms and conditions of this Agreement and Applicable Law; ii. in a professional manner with diligence, skill, and care; and iii. in accordance with the prevailing industry standards.
Cognavi shall ensure that: i. it informs the Client, within 15 (fifteen) working days, if there are any implementation hurdles in rendering the Services or interruption in the Services. In such an event, the Parties shall mutually decide an alternate mechanism for the provision of Services; and ii. it maintains all regulatory approvals, licenses and permits necessary to conduct the Services under this Agreement.

TENURE & SERVICE FEES

Subject to the terms of this Agreement, this Agreement shall commence on the Effective Day and (subject to the parties' rights of termination as provided in this Agreement) shall continue in force for a period of One-year (“Term”). Unless this Agreement is terminated by either Party in accordance with the terms of this Agreement, upon expiry, this Agreement shall stand automatically renewed, for the same duration as the original Term (“Renewed Term”). It is hereby acknowledged and agreed between the Parties that during the Renewed Term, the terms of this Agreement shall apply mutatis mutandis, except in the event where the Parties mutually agree (in writing) to amend any provision(s) of this Agreement in which case such amended provision(s) shall apply. Nevertheless, upon expiry of the Term or the Renewed Term, as the case may be, the Parties may execute an amendment/ addendum to this Agreement which will provide for: (i) the revised PI; and (ii) the revised Service Fee, and such amendment/ addendum shall be applicable during the relevant Renewed Term.
The Client hereby agrees and acknowledges that, in consideration of the Services rendered by Cognavi, the Client shall pay Cognavi the Service Fee, which Service Fee shall be remitted to the bank account as notified by Cognavi to the Client. It is hereby acknowledged and agreed by the Client that the Service Fee is only in consideration of the Services (set out in Item & Description of Service Section of the PI) and is not a one- time payment for all the services that may be provided by Cognavi from time to time. Further, both Parties agree that Cognavi will perform the Services only upon the receipt of the entire amount of the Service Fee. It is hereby clarified that the obligations of performing the Services shall not come into force and be enforceable against Cognavi until the entire Service Fee has been remitted by the Client to Cognavi.
On or before the Effective Date, the Client shall make the payment of the Service Fee as a 100% (one hundred percent) advance against the proforma invoice issued by Cognavi. Cognavi shall provide the Client with a tax invoice along with the requisite supporting documents within 5 (five) working days from the receipt of the Service Fee.
The payment of Service Fee shall be made by the Client in Indian currency.
Cognavi shall be solely liable for and pay any tax arising from the income, gains and profits that Cognavi will receive from the Client in connection with this Agreement.
Any value added tax, consumption tax, sales tax, or other indirect taxes payable for the provision of the Services shall be borne by the Client in addition to the Service Fee payable. The payment of Service Fee shall be made net of withholding tax, if any.
The Client acknowledges that the Service Fee has been determined by it as per prevailing international arm’s length pricing standards and Applicable Law.
Cognavi agrees to deliver the services as specified in Schedule 1 of this Agreement in accordance with the terms and conditions set forth herein. In the event that the Service Provider has provided half of the services, and they are pending confirmation from the Client, and the Client subsequently decides not to proceed with the said services, the Client shall compensate the Service Provider by paying fifty percent (50%) of the total service fee. This compensation shall be paid within seven (7) working days from the date of the Client's communication of their decision not to proceed with the services. This clause ensures fair compensation for the Service Provider's efforts and resources allocated to the initial service delivery.

CANDIDATE VERIFICATION AND COMMUNICATION

The Client agrees to confirm within forty-eight (48) hours of receiving a resume from the Service Provider whether the candidate already exists in their system. In case of duplicity, the Client shall provide a document with a date and time stamp showing that the candidate's details were already existing in their database before Cognavi provided the candidate's details. If the Client fails to provide such confirmation and evidence within this period, it will be assumed that the candidate is not present in the Client's system.
The Client shall keep Cognavi informed of any developments after interviewing the candidates. If Cognavi is not informed about the interview outcomes within 24 hours of the interview, it shall be presumed that the candidate has been selected by the Client, and the Client shall pay the agreed service fees under this Agreement.
Furthermore, in the event that a candidate, initially rejected by the Client, is subsequently selected for any position within six (6) months from the date of initial submission of the CV by Cognavi to the Client, the Client shall be liable to pay the Service Provider a penalty amounting to the candidate's Cost to Company (CTC).

CONFIDENTIALITY

to preserve the secrecy of, and not disclose to others (other than its parent companies, affiliates, and/or subsidiaries including its/their directors, officers, employees, attorneys, advisors or agents on a need to know basis), the Confidential Information (or which the receiving Party might reasonably expect that the disclosing Party would regard as confidential), disclosed (howsoever disclosed and in whatsoever form) by the disclosing Party to the receiving Party, whether before or after the date of this Agreement, including information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the disclosing Party’s requirements, the Services and any information relating to the Services, disclosed to, or received or obtained by it or of which it becomes aware belonging or relating to the disclosing Party;
to keep the Confidential Information secure and protected against theft, damage, loss, or unauthorized access; and
not to retain, duplicate, modify, adapt, or use the Confidential Information for and purpose except for the performance of its obligations under or otherwise as contemplated by this Agreement and to ensure that these obligations are observed by its employees, officers, agents, subcontractors, and any other person to whom it discloses the Confidential Information in accordance with the term of this Agreement.
The obligations set out in this Clause 6 will not apply to any information which: i. is or comes into the public domain other than through any act or default of the receiving Party; ii. the receiving Party can prove by documentary evidence was already in its possession at the time of its receipt and that the receiving Party was free from any obligation of confidence or in respect of such information; iii. is subsequently disclosed to the receiving Party by a person who did not acquire the information directly or indirectly from the disclosing Party and that the receiving Party was free from any obligation of confidence or in respect of such information; or iv. the receiving Party is obliged to disclose by order of a court of competent jurisdiction or by a governmental or regulatory authority, provided however that the receiving Party shall notify the disclosing Party of any such disclosure in advance (or if prevented from doing so by law as soon as it is lawfully able to do so).
The receiving Party further agrees and undertakes that it shall immediately on a written request of the disclosing Party, return all documents and materials containing any Confidential information or if so required, shall at the written request of the disclosing Party destroy all materials containing any Confidential Information (including any copies, analysis, memoranda or other notes made by the receiving Party) in its possession or under its custody and control and shall in addition remove any Confidential Information stored within any computer or word processing system whether or not in machine- readable form and confirm to the disclosing Party in writing as soon as reasonably practicable that all such Confidential Information has been completely destroyed.
The obligations imposed under this Clause 6 shall survive the termination or expiry of this Agreement and shall continue in full force.
Data Protection: To the extent that personal data (as defined in the Information Technology Act 2000 or Digital Personal Data Protection Act, 2023 (“DPDP Act”) or any such other applicable law) (“Personal Data”) is received by the Parties, pursuant to or in relation to this Agreement, the Parties agree to:
fulfil all legal requirements relating to protection of Personal Data, (ii) protect the interest of owners of Personal Data with due care and, in particular, to ensure that data is processed lawfully, and (iii) undertake all necessary security measures protecting the personal data database and all Personal Data.
take all appropriate steps to implement and maintain reasonable security arrangements for the protection of Personal Data in accordance with the applicable data protection laws.
to the extent any Party engages any third-party sub-processors to process Personal Data, such entities shall be subject to the same level of data protection and security under the terms of this Agreement and such shall be responsible for the performance of the third-party sub-processors’ obligations in compliance and applicable data protection law.

INTELLECTUAL PROPERTY RIGHTS

Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property rights of the other Party without obtaining the prior written consent of such other Party, and the usage shall be in compliance with this Agreement and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the Intellectual Property rights of any third party.
Nothing in this Agreement or otherwise shall confer upon the Client or any third party any rights in Cognavi’s Intellectual Property, name or trademark or logo or any other trademark or trading style of Cognavi.
It is understood that Cognavi shall, at all times, be the sole and exclusive owner of its Intellectual Property (including any software, patents, trademarks or copyrights) which may be installed in any of the Client’s systems or tools, pursuant to performance of Service under this Agreement.
The Client, its employees, contractors, or agents shall not use the Platform or Cognavi’s Intellectual Property in any form whatsoever, so as to: i. design, realize, distribute or market a similar or equivalent Platform (or the content therein) or the related software/ application; ii. adapt, modify, transform or rearrange, the Platform (or the content therein) or the related software/ application, for any reason whatsoever, including for the purpose, among other things, of creating a new software program or a derivative software program; iii. allow unauthorized use of or access to the Platform (or the content therein) or the related software/ application; iv. disassemble, reverse engineer, decompile, decode or attempt to decode the Platform or the related software/ application; v. allow the Platform or the related software/ application to be disassembled, reverse engineered, decompiled, or decoded; and/or vi. in any way override or break down any protection system integrated into the Platform or the related software/ application.

REPRESENTATIONS OF PARTIES

a. Each of the Parties represents warrants and undertakes that: i. it is duly organized and validly existing under the laws of the jurisdiction in which it is established; ii. it has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed and delivered by it; iii. its obligations hereunder constitute legal, valid, binding and enforceable obligations; iv. the execution and delivery of this Agreement and the terms hereof do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; and v. the person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly.
CLIENT represents and warrants that it shall use the website https://recruiter.cognavi.com/terms in accordance with the terms and conditions specified on the URL https://www.cognavi.com/privacy or any other successor URL and shall not share login or password or allow anyone other than the contracting party to share the access of its account the website located on the URL www.cognavi.com

INDEMNITY

Each party ("Indemnifying Party") shall indemnify and hold harmless the other party ("Indemnified Party"), including its promoters, officers, directors, employees, affiliates, agents, sub-contractors, and other representatives, from any claims, demands, liabilities, suits, proceedings, penalties, costs, or expenses of any kind (including attorneys' fees and expenses) arising out of or in connection with: (i) the performance of the Services under this Agreement to the extent such liability is caused due to any action or inaction of the Indemnifying Party; (ii) the violation of any applicable laws and statutory obligations by the Indemnifying Party or its personnel (including but not limited to non-filing of the requisite forms with the tax authorities to claim tax credit, etc.); (iii) fraud, gross negligence, and/or misconduct by the Indemnifying Party or its personnel; (iv) breach of any obligation, terms, representations, warranties, and covenants under this Agreement by the Indemnifying Party; (v) breach of confidentiality obligations under this Agreement by the Indemnifying Party; and/or (vi) any damage to property and/or bodily injury or death caused due to the negligence of the Indemnifying Party’s employees/personnel in performing their duties under this Agreement.

MARKETING

During the Term of this Agreement, each Party shall have the right to use, display and reproduce the other Party’s name, brand name, logo, trademark, or service marks (“Marks”) on a non-exclusive, royalty-free basis, solely in connection with sales, marketing, and advertising. Each Party hereby releases the other Party from all liability relating to the publication or use of the Marks for the purpose of sales, marketing, and advertising (and not for any other purpose whatsoever), provided however that, the Parties shall continue to be the sole and exclusive owner of their respective rights in connection with the Marks.

TERMINATION

Each Party shall have the right to terminate this Agreement with immediate effect, if: i. the other Party is in breach of the representations provided under Clause 8 of this Agreement; or ii. the other Party ceases business activity for over a duration of 1 (one) month, is liquidated or dissolved, requests a moratorium involving an important part of its assets, stops payments for whatever reason, files for negotiation of debt restructuring, bankruptcy, liquidation or re-organization, is declared bankrupt or in dissolution, or is the subject of any similar legal procedure, is ordered to cease all activities, has its assets seized, or has a trustee or an administrator appointed.
The Client shall have the right to terminate this Agreement, upon serving a written notice of 15 (fifteen) calendar days, in the event: i. of a breach of any of the obligations by Cognavi under this Agreement provided that: (i) the breach is not caused due to or is attributable to the Client; and (ii) the breach has not been remedied within a period of 15 (fifteen) working days from the date of a written notice from the Client to cure such breach; or ii. of a breach of the obligations provided under Clause 6 and Clause 7 of this Agreement.
Cognavi shall have the right to terminate this Agreement, upon serving a written notice of 15 (fifteen) calendar days, if: i. the Client does not pay the Service Fee in accordance with the terms and timelines provided under this Agreement; or ii. the Client breaches the obligations provided under Clause 6 and Clause 7 of this Agreement.
Consequences of Termination: Upon early termination or expiration of this Agreement for any reason: i. the Client shall immediately cease to use the Platform and any Confidential Information of Cognavi in its possession; ii. pay all amounts due, if any, to Cognavi pursuant to this Agreement; iii. immediately withdraw any sign, inscription or indication of any nature which might suggest that the Client is still associated with Cognavi in any manner whatsoever; and iv. immediately cease to use the Marks of the other Party in any manner or for any purpose whatsoever.
It is hereby agreed between the Parties that Cognavi shall not be liable for any losses or liabilities towards the Client which the Client may incur as a result of early termination or expiration of this Agreement.
The Client hereby agrees and acknowledges that if this agreement is terminated by the Client prior to the expiration of the Term or without complying with the terms of this Agreement, Cognavi shall have the right to retain the Service Fee and any part of the Service Fee shall not be refunded by Cognavi to the Client.

FORCE MAJEURE

Neither Cognavi nor the Client shall be held liable to the other for any delay or failure to perform its obligations which are principally the result of an event considered as Force Majeure beyond the reasonable control of Cognavi or the Client, as the case may be.
In the event of any such delay or failure, Cognavi or the Client, as the case may be, shall immediately furnish written notice and the reason thereof to the other Party. The obligation of both the Parties shall be deemed suspended for the duration of and to the extent of the effects of any such event. Both Parties shall use all reasonable efforts to circumvent or to curtail the effects of any event of Force Majeure so as to resume the performance of its contractual duties and obligations within the shortest period of time possible and to limit the effect of such event on the other Party. If performance is not resumed within 90 days (ninety) after the provision of written notice, the non-delaying Party may, by written notice, terminate this Agreement with immediate effect.

GOVERNING LAW AND JURIDICTION

This Agreement shall be governed by the Laws of India and subject to Clause 12.2 and 12.3 below, courts at Bengaluru shall have jurisdiction over any dispute arising out of or in relation to this Agreement.
The Parties shall make endeavors to settle the dispute by mutual conciliation any claim, dispute, or controversy (hereinafter "Dispute") arising out of, or in relation to this Agreement, including any Dispute with respect to the existence or validity hereof, the interpretation hereof, the activities performed hereunder, or the breach hereof. Any Dispute which cannot be resolved through such conciliation within 15 (fifteen) days or such extended period as the Parties may agree, shall be finally settled in accordance with provisions of the Arbitration and Conciliation Act, 1996 (the "Act") and any statutory modification or re-enactment thereof. The number of arbitrators shall be 3 (three) (“Arbitration Tribunal”). The claimant shall nominate 1 (one) arbitrator and the respondent shall nominate 1 (one) arbitrator, in each case in accordance with the Act. The third arbitrator, who will act as chairman of the Arbitration Tribunal, shall be nominated by the 2 (two) appointed arbitrators within 15 (fifteen) working days of the appointment of the second arbitrator, failing which the third arbitrator shall be appointed in accordance with the Act.
All arbitration proceedings will be conducted in the English language and the seat and venue of arbitration will be Bengaluru, India. The arbitrator will decide any such Dispute strictly in accordance with the governing law of this Agreement. The award made by the Arbitration Tribunal shall be final and binding on each of the Parties.
Distribution of costs of arbitration (except counsel fees, which shall be borne by the respective Parties) shall be determined by the Arbitration Panel. The Arbitration Panel’s fee shall be in accordance with the fee schedule provided in the Act.

MISCELLANEOUS
This Agreement represents the entire agreement between the Parties and supersedes all previous agreements and arrangements, whether oral or in writing, between the Parties relating to the services to be provided by Cognavi to the Client. Waiver Any waiver of any terms and conditions shall come into force and be valid and binding only when it is made in writing and is executed by or on behalf of all the Parties to this Agreement.

Entire Agreement This Agreement represents the entire agreement between the Parties and supersedes all previous agreements and arrangements, whether oral or in writing, between the Parties relating to the services to be provided by Cognavi to the Client.
Waiver Any waiver of any terms and conditions shall come into force and be valid and binding only when it is made in writing and is executed by or on behalf of all the Parties to this Agreement. A waiver (whether express or implied) by one of the Parties, of any of the provisions of this Agreement or of any breach of or default by the other Party in performing any of those provisions, shall not constitute a continuing waiver and that waiver shall not prevent the waiving Party from subsequently enforcing any of the provisions of this Agreement not waived or from acting on any subsequent breach of or default by the other party under any of the provisions of this Agreement.
Severability The provisions contained in each Article of this Agreement shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid. If any of those provisions is void but would be valid if some part(s) of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid. If any provisions of this Agreement and of its exhibits should be deemed partially or totally invalid or unenforceable, the Parties hereby agree to negotiate and agree in good faith on the substitution of such provisions with others that are valid and enforceable and basically have the same economic and legal effect with respect to this Agreement’s purpose and objectives.
Amendments Any modification or amendment to this Agreement shall come into force and be valid and binding. The Parties further agrees that this agreement is non-exclusive in nature and Client can enter into any similar or with modification of agreement with any other Party without conflicting with the terms of this agreement.
Survival The following Clauses of this Agreement shall survive the termination or expiry of this Agreement: Clause 5 (Confidentiality), Clause 6 (Intellectual Property Rights), Clause 7 (Representations of the Parties), Clause 10 (d) (Consequences of Termination) and this Clause 13 (e) (Survival).
Assignment Neither party shall, without the other’s prior written consent assign, change, charge or otherwise transfer or delegate or share the rights, obligations, or any provision of this engagement to any other person.
Legal Relationship None of the terms of this Agreement shall be construed to confer any legal relationship between the Parties. The Parties are independent contractors and no agency, partnership franchise or joint venture is entered or created by virtue of entering into this Agreement.
The Parties are independent contractors and no agency, partnership franchise or joint venture is entered or created by virtue of entering into this Agreement.