AGREEMENT

This agreement is signed on 12th day of May, 2016

BY AND BETWEEN

IL&FS Skill Development Corporation Limited a Company incorporated under the

Companies Act, 956, having its registered office at 2nd Floor, Niryat Bhawan, (Opp. Army
Hospital Research & Referral), Rao Tula Ram Marg, New Delhi - 110 057, hereinafter
referred to as “IL&FS Skills”, which expression unless repugnant to the context or the
meaning there of shall include its permitted assignees and successors, of the First PARTY.
 AND

RETAILERS ASSOCIATION OF INDIA, a Company incorporated under Indian

Companies Act 1956 and having its registered office at 111/112, Ascot Centre, Sahar Road,
Sahar, Andheri (East), Mumbai 400 099, hereinafter referred to as “RAI”, which expression
includes its successors in office and permitted assignees of the SECOND PARTY.
Whereas IL&FS Skills, is a Joint initiative of IL&FS Education & Technology Services
Limited (“IL&FS Education”), (an Institution promoted by Infrastructure Leasing &
Financial Services Limited (“IL&FS”) and National Skill Development Corporation
(“NSDC”), a non-profit company incorporated under the National Skill Development
Mission of the Government of India. IL&FS Skills is engaged in the business of establishing,
managing and operating skill development centres (named IL&FS Institute of Skills-IIS) for
skill building and placement of youth ranging from school drop outs to college graduates.
Given its vast experience in designing and delivering diverse programmes with several
innovations in use of technology and high value multi-media content, IL&FS Skills offered
its support/services to the various clients in enhancing the quality and sustainability of skill
development initiatives

Whereas the RAI has been registered under Section 25 of the Companies Act 1956, being
the unified voice of Indian retailers and aims at uplifting the standards of overall retailing in
the country

Whereas both the parties with the idea of ushering in the organized retail revolution in India
by uplifting the standards of overall retailing in the country, are ready and willing to
contribute for the development of academic programme for the purpose of producing trained
manpower in the field of retail industry. For the purpose, both the above parties have
deliberated, negotiated and have agreed as under:

1) Objectives –

a. To develop, facilitate and propagate practices and processes that will facilitate
the growth of the Indian Retail Industry, leading to increased consumption
and growth of the economy. For the purpose to develop and launch industry
aligned academic programmes and prepare the candidates for the same.
b. To provide suitable placement assistance / support to all successful candidates
within Retail Industry

2) Responsibilities of IL&FS:

a. Provide Learner Support Services

b. Deliver the course material to the candidates
c. IL&FS Skills can use RAI name/ Branding in marketing
Collateral's/advertisements/pamphlets/hoarding's etc after taking due
approvals of RAI
d. For any special projects with any Retailer, an addendum can be signed and
exchanged

3) Responsibilities of RAI:

a. RAI to provide placement support as “Industry Outreach Partner’ for

candidates trained on NSQF aligned courses. RAI to support in identification
and establishing linkages with employers in the sector including agreement
for placement fees from employer
b. RAI to provide certification and placement support for candidates trained on
non- NSQF aligned courses
 c. Encourage hire & train model with retailers, whereby the training cost can be
partially (till 100%) borne by the Retailers.

4) Certification :

RAI will issue Certificate under its bonafide signature and stamp to all successful
candidates trained under non – NSQF aligned courses

5) Validity :

This Agreement would come in to force on the date of signing and will remain valid
and in force for 60 months from the date of execution of this agreement and may be
reviewed and renewed on mutual agreeable terms, in writing. The first such review
would be after 6 months of the agreement. If this agreement is terminated for any
reason whatsoever or expires, the responsibilities of both the parties continues till the
last admitted batch completed the programme.

6) Termination :

a. Either party may terminate this MOU by providing the either party with three
calendar month advance notice in writing. Such termination shall take effect
at the end of three months period or at the end of the programme in progress
at that time, whichever shall occur later.
b. However, either party shall be entitled to terminate this MOU immediately
and without further notice in the event of the either party committing a
material breach of terms and conditions of this MOU, and failing to remedy
such a breach within 60 days after receipt of written notice calling upon such
party to remedy the breach complained of.
c. The termination of this MOU for whatever reason, will not affect the rights of
a party, which might have accrued on the date of termination and will further
not affect any rights, which specially or by nature survive the termination of
this MOU.
d. However, in case of termination of this MOU for any reason, whatsoever the
responsibility of each party shall continue till the admitted batch completion
of programme

7) Dispute Resolution and Jurisdiction

If any dispute, difference, question or disagreement arises between the parties hereto
or their respective representative or assignees at any time, in connection with
construction, meaning, operation, effect, interpretation or arising out of the MOU or
breach thereof, efforts shall be made initially to settle the dispute amicably through
mutual discussion within a period of 3 months, failing which only the Court at
Delhi /New Delhi will have jurisdiction to adjudicate upon the matter.

8) Force Majeure

Neither IL&FS Skills nor RAI shall be liable to each other or their students for failing
or delay in the performance of any of its obligations under this Agreement to the
extent such failure or delay is caused by riots, civil commotions, war, hostilities
 between nations, government laws, orders or regulations, embargoes, actions by the
government or any agency thereof, act of God, storms, fires, accidents, strikes,
sabotage, explosion, or other similar or different contingencies beyond the reasonable
control of the respective parties.

9) Matters not provided in MOU

If any doubt arises as to the interpretation of the provisions of this agreement or as to

the matters not provided therein, parties to this agreement shall consult with each
other for each instance and resolve such doubts in good faith.

10) Representations and warranties

The parties hereby represent and warrant to each other:

a. That it is duly established and existing under the laws of jurisdiction stated
against their name in this Agreement and have the power and authority to sign
this Agreement and implement the Project agreed to herein.
b. That the parties have the requisite legal power and authority to enter into this
Agreement, perform and comply with their duties and obligations under this
Agreement and the Project.
c. That this Agreement constitutes legal, valid and binding obligations
enforceable against it in accordance with the terms hereof:
d. That the execution, delivery and performance of this Agreement have been
duly authorized by all requisite actions and will not constitute violation of (i)
any statues, judgement, order, decree or regulation of any court,
Governmental Instrumentality or arbitral tribunal applicable or relating to
them, their assets or their functionsor (ii) any other documents or to the best
of their knowledge any indenture, contract or agreement to which they are
party or by which they may be bound.
e. That there are no actions, suits or proceedings pending or, to the best
knowledge threatened against the parties before any court, Government
Instrumentality or arbitral tribunal that restrains the parties from performing
their duties and obligations under this Agreement : and

11) Payments

Every payment to RAI by IL&FS Skills will be made by way of an “at par” Cheque /
Demand Draft drawn in favour of “Retailers Association of India” and payable at
Mumbai.

IL&FS Skills to make payment to RAI on monthly basis by the 10th of every month
for the batch enrolled in the previous month. The Financial consideration between the
Parties is annexed hereto as Annexure-A

12) Notices

Any notice, approval, consent and or other notification required or permitted to be

given hereunder shall be in writing in English and shall be personally delivered, or
transmitted by registered post with postage fully paid or transmitted by fax to the
 address specified below or to such other addresses as may, from time to time be given
by each party to the other party in writing and in the manner herein before provided
to:

IL&FS Skill Development Corporation Limited

2nd Floor, Niryat Bhawan,
(Opp. Army Hospital Research & Referral),
Rao Tula Ram Marg, New Delhi - 110 057

Rai Kumar Rajagopalan

CEO
Retailers Association of India
111/112, Ascot Centre,
Next to Hotel Hilton,
Sahar Road, Sahar, Andheri East,
Mumbai 400 – 099.

13) Further Acts and Assurance

Each of the parties agrees to execute and deliver all such further instruments and to
do and perform all such further acts and things, as shall be necessary and required to
carry out the provisions of this Agreement and to consummate the transactions
contemplated hereby.

14) No Partnership

Nothing in this Agreement shall be deemed to constitute or create an association,

trust, partnership, or joint venture between the Parties nor constitute any Party the
agent of any other party for any purpose.

15) Applicable Law

The Agreement shall be governed, construed and enforced in accordance with the
laws of India.

16) Headings

The headings used in this Agreement are inserted for convenience reference only and
shall not affect the interpretation of the respective clauses and paragraphs of this
Agreement.

17) Interpretation

a. This Agreement has been executed in the English language only and only this
English language shall be the controlling language for interpretation thereof.
No translation, if any, of this Agreement into another language shall be of any
force or effect in the interpretations of this Agreement or in determination of
the intent of either of the Parties hereto.
 b. This Agreement has been executed in two parts. Each of the parts is to be
treated as original and primary evidence of the understanding arrived at
between the Parties.
c. Except to what has been saved in this Agreement, this Agreement supersedes
and extinguishes and prior drafts, agreements, undertakings, understanding,
representations, warranties, promises, assurance and arrangements of any
nature whatsoever, whether or not in writing relating thereto.

18) Amendments

No amendment or changes hereof or addition hereto shall be effective or binding on

either of the parties hereto unless set forth in writing and executed by the duly
authorized respective representatives of each of the parties hereto.

In witness whereof the parties hereto have unto set their hands to their Agreement on
the date, month and the year written above.

For and on behalf of IL&FS For and on behalf of RETAILERS

SKILLS DEVELOPMENT ASSOCIATION OF INDIA
CORPORATION LIMITED
Name: Name:

Designation: Designation:

Signature: Signature:

Date: Date:

Witness: Witness:
 Annexure- A

In addition to the points agreed upon by both IL&FS Skills and RAI, the following are also
agreed to

1. In case of hire & training programme whereby the cost of training is borne by
Retailers/Candidates, the sharing of revenue will be in the ratio of 15%: 85%
respectively for RAI and IL&FS Skills
2. In case of placement fee received from Retailer, the sharing of revenue will be in the
ratio of 30%: 70% respectively from RAI & IL&FS Skills
3. In case of RAI providing certificate (wherever SSC certificate is not required) IL&FS
Skills will pay Rs 350 per trainee for RAI certification
4. RAI will go all out in promoting IL&FS Skills as the placement partner of choice ,
and help in stitching and operationalising placements. IL&FS Skills will pay Rs 200/
candidate for all the candidates who join employment. This will be applicable from
May 1, 2016