0% found this document useful (0 votes)
2K views10 pages

Income Share Agreement: 1. Definitions

This document outlines an income share agreement (ISA) between a student and an education company. Key points: 1. The student will receive software development training from the company in exchange for agreeing to pay 15% of their future income, up to a maximum of Rs. 300,000, if their income exceeds Rs. 41,666 per month. 2. Payments will be made to an NBFC (non-banking financial company) in monthly installments over 36 months. 3. If the student's credit score is below 650, they must pay the entire Rs. 300,000 fee within 15 days of completing the course.

Uploaded by

misbah
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
2K views10 pages

Income Share Agreement: 1. Definitions

This document outlines an income share agreement (ISA) between a student and an education company. Key points: 1. The student will receive software development training from the company in exchange for agreeing to pay 15% of their future income, up to a maximum of Rs. 300,000, if their income exceeds Rs. 41,666 per month. 2. Payments will be made to an NBFC (non-banking financial company) in monthly installments over 36 months. 3. If the student's credit score is below 650, they must pay the entire Rs. 300,000 fee within 15 days of completing the course.

Uploaded by

misbah
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 10

INCOME SHARE AGREEMENT

This Income Share Agreement ("ISA" or "Agreement") is made and entered into on this __________ day

___________ month _______ year by Nolan Edutech Private Limited and __________________

( student name) , having PAN Number ________________and residing (current) at

________________ __________________________________________ (hereinafter

referred to as the "Student", "Trainee", "You", or "Your", and which expression shall mean and includes its

legal heirs, executors and administrators) of the ONE PART;

AND

Nolan Edutech Private Limited, a company incorporated under the Companies Act 2013 and having its
registered office at Instaoffice Business Solutions Pvt. 259, 2nd Floor, 6th Cross, 2nd Main, Indiranagar,
Bangalore, Karnataka – 560038, India (hereinafter referred to as the “Company”, which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and
permitted assigns) of the OTHER PART.

THIS IS A LEGAL CONTRACT. READ IT CAREFULLY BEFORE SIGNING. BY ENTERING INTO THIS AGREEMENT, YOU
AGREE THAT IN RETURN FOR RECEIVING THE TRAINING PROVIDED BY NOLAN EDUTECH PRIVATE LIMITED, YOU
WILL PAY A PORTION OF YOUR EARNED INCOME TO THE NBFC / COMPANY IN ACCORDANCE WITH THE TERMS
AND CONDITION OF THIS AGREEMENT AND THE LOAN AGREEMENT. THIS AGREEMENT IS NOT A LOAN
AGREEMENT. THE AMOUNT YOU MUST PAY UNDER THIS AGREEMENT AND THE LOAN AGREEMENT SHALL NOT
EXCEED THE PAYMENT CAP (HEREINAFTER DEFINED). YOUR PAYMENT OBLIGATION IS CONTINGENT ON AND
SHALL COMMENCE ONCE YOUR EARNED INCOME EXCEEDS THE THRESHOLD AMOUNT.

WHEREAS:

A. The Company is engaged in the business of training students in relation to software development
by offering various courses;

B. You have agreed to enroll with the Company for availing the Training on the terms and conditions
as stated in this Agreement.

In consideration of the Training provided to You by the Company, and subject to all of the terms,
covenants, promises, and conditions contained in this Agreement, You and Company agree as follows:

1. DEFINITIONS

For purposes of this Agreement:

1.1 "Approved Bank Account" means a bank account established by You with the NBFC.

1.2 “Code of Conduct” shall mean the code of conduct of the Company as executed between the
Student and the Company

1.3 “Credit Score” shall mean your credit score as generated by the Company from such a credit
information company as determined by the Company.

1.4 “Course Completion Date” shall be 30 weeks from the date of admission

1.5 “Course Fee” shall mean an amount of Rs 3,00,000 Rupees Three Lakh only (inclusive of GST) is
payable by You to the Company in consideration for the Training provided to You by the Company.

1.6 "Earned Income" means Your total wages, compensation, and gross income from employment or
pursuant to self-employment in the field of Software, Data Science, Cyber Security, Information
Technology reported or required to be reported on an income tax return. Earned income also
includes any non-cash consideration received or deemed earned by You, directly or indirectly,
including, but not limited to, contributions to qualified and non-qualified deferred compensation
and retirement benefit plans, fringe benefits not reported as wages for compensation, income and
distributions from Your active participation in any entity, and equity rights or deferred
compensation generated or attributable to the current period of Your employment. In addition,
Earned Income includes any amounts earned by or payable to You, directly or indirectly, as a result
of Your provision of services to a related party. At its discretion, the Company may estimate Your
Earned Income using documentation other than Your income tax return, provided that the
documentation is another verifiable source acceptable to Company. It is clarified that any dispute
on Your Earned Income (including if the Earned Income was earned pursuant to the skill developed
through Training) shall be determined by the Company at its sole discretion and such
determination shall be binding on You.

1.7 "Employer" means any person or organization for which You provide services, either as an employee
or as an independent contractor.

1.8 "Training" means the [software development course] offered by the Company to You.

1.9 Income Share" refers to a fixed percentage of Your Earned Income. Your Income Share under this
Agreement is 15.00% (fifteen percent) of the Earned Income + GST as applicable, subject to
adjustment for underreporting or overreporting of Earned Income, as described herein.

1.10 “Loan Agreement” shall mean the loan agreement to be executed between You and the NBFC.

1.11 "Masai" refers to a product of Nolan Edutech Private Limited.

1.12 "Threshold Amount" equals Rs. 41,666 (Rupees Forty-One Thousand Six Hundred and Sixty-Six only)
(Gross Income/ CTC ), which is equivalent to Rs. 5,00,000 (Five Lakhs) annually.(CTC)

1.13 "Monthly Payment" means the amount of Your Income Share times Your Earned Income.

1.14 “NBFC” shall mean [Avanse Financial Services Limited] or such other financial institution with which
You will be executing a Loan Agreement.

1.15 "Payment Cap" equals Rs.3,00,000 (Rupees Three Lakhs only, inclusive of GST)

1.16 "Payment Term" refers to the period commencing upon Your Earned Income exceeding the
Threshold Amount and during which period You have an obligation to make Monthly Payments to
the NBFC, as provided under this Agreement and the Loan Agreement.

1.17 "Person" means any individual, partnership, corporation, limited liability partnership, trust or
unincorporated association, joint venture, or other entity or governmental body.

1.18 "Prepayment Amount" means payment or payments made by You to the NBFC that will
extinguish Your obligations under this Agreement and the Loan Agreement prior to the end of
the Payment Term. Prepayment Amount equals the Payment Cap less any Monthly Payments
already made under this Agreement and the Loan Agreement, plus any outstanding fees or
other amounts that You may owe Company and / or the NBFC under this Agreement or the
Loan Agreement.

2. RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT

2.1 Company agrees to provide You with the Training, subject to the terms and conditions of this
Agreement.

2.2 In consideration of the Company providing You the Training, You agree to pay to the NBFC pursuant
to the Loan Agreement (a) a total of 36 (thirty-six) continuous Monthly Payments commencing
from the month in which Your Earned Income exceeds the Threshold Amount; or (b) until the
amounts repaid by You to the NBFC reaches the Payment Cap, whichever occurs first (“Payment
Satisfaction”). It is clarified that if You do not make payment of the Monthly Payments for any
month after Your Earned Income exceeds the Threshold Amount, then the period of 36 (thirty-six)
months as set out in point (a) above shall be extended by such number of months in which You did
not make payment of the Monthly Payment. It is clarified that Your obligation to pay will commence
even if You get a job independently and not only through the placement process of the Company.

2.3 If Your Credit Score (CIBIL score) is below 650 (Six Hundred and Fifty) or such number as
determined by the Company at any time up to the Course Completion Date, You will not have the
option to make payments in the manner as set out in Clause 2.2 above but You will have to make
payment of the entire Course Fee within a period of 15 (fifteen) days from the Course Completion
Date. Determination by the Company of your Credit Score shall be binding on you. Nolan Edutech
has the final say whether the student with a credit score below 650 will be allowed to continue in
the course

3. COMPANY AS PROCESSING AGENT

You hereby consent to Company managing and processing all aspects of this Agreement,
including but not limited to monitoring Your Earned Income in Your Approved Bank Account or
such other bank account in which the Earned Income is deposited, processing payments, and
performing reconciliations. You further agree to cooperate with all requests made by the
Company with respect to Your compliance with terms and conditions of this Agreement, including
by providing information, documents, and authorizations, as requested from time to time.

4. OBLIGATIONS OF THE STUDENTS

4.1 Loan Agreement

4.1.1 Upon successfully clearing Unit 1 of the course i.e. 4 weeks from the course start date, our assigned
NBFC partner will approve you a zero interest capital equal to the ISA amount which you can pay in
EMIs of 36 months. You are expected to complete the loan application and documentation within
the stipulated time

4.1.2 Upon receiving your offer letter and Your Earned Income exceeding the Threshold Amount, i.e.
equals Rs. 41,666 (Rupees Forty-One Thousand Six Hundred and Sixty-Six only) (Gross Income),
which is equivalent to Rs. 5,00,000 (Five Lakhs) annually (CTC), Your EMI (Equated Monthly
Installment) payment shall begin

4.1.3 You agree and understand that the Loan Agreement is a binding agreement and that You will be
liable to make payments to the NBFC in the manner as stipulated in the Loan Agreement.

4.2 Consequence of non compliance with NBFC documentation

You shall complete the NBFC documentation within 7 days from the date of unit 1 clearance, in the
event of non compliance, you will be asked to discontinue from the course with immediate effect.

4.3 Filing of Income-Tax Returns

4.3.1 For the assessment year in which Your Payment Term begins through the assessment year in which
Your Payment Term ends, You agree to file your income tax returns no later than July 31st of each
year, and to timely file any state or local tax returns by the applicable due date. You agree to
perform any similar requirements or procedures for any other country’s taxing authority, as
applicable.

4.3.2 You shall submit to the Company, on or before the 10 August of every calendar year, the proof of
filing of the income tax returns as set out in Clause 4.3.1 above till such time as an amount equal to
the Payment Cap has been repaid.

4.3.3 If You fail to file the income tax returns as set out in Clause 4.3.1 above and to submit to the
Company the proof of filing of the income tax returns in the manner as set out in Clause 4.3.2
above, the Company shall be entitled to pursue legal proceedings
4.4 Information Obligations of the Student

4.4.1 You shall provide to the Company Your salary slips as provided by the Employee or such other
proof of payment as required by the Company on a quarterly basis either through the Masai
Platform or by emailing the same to such email address as designated by the Company.

4.4.2 If You fail to provide the salary slips or such other proof of payment as required by the Company
for one calendar quarter, the Company shall issue You a request calling upon you to provide the
salary slips or such other proof of payment as required by the Company.

4.4.3 If, however, You fail to provide the salary slips or such other proof of payment as required by the
Company for two consecutive quarters, the NBFC / Nolan Edutech Company will take subsequent
measures for recovery of the amount

4.4.4 In addition to the salary slips, You shall provide to the Company the offer letter issued by an
Employee along with the bank statement for the Approved Bank Account, and such other bank
account in Your Earned Income is deposited.

4.5 You agree and undertake to make best efforts to secure a job in the field of software development
and information technology including by way of making applications to the concerned
companies. You agree and undertake that You shall not be dependent solely on the Company for
procuring a job offer for You. You further agree and understand that the Company is a Training
institute and is not a placement agency.

4.6 Payment of the Course Fees

4.6.1 Upon the occurrence of the events as set out in this Clause, You shall pay to the Company, the
entire Course Fee within the timelines as set out in this Clause:

4.6.2 If You secure a job that is not related to software development, information technology within a
period of 6 (six) months from the Course Completion Date.

4.6.3 If the Company procures an offer for You from an Employer for an amount of more than the
Threshold Amount and if You reject the said offer and if You are not able to secure a job in the
following 45 (forty-five) days for an amount of more than the Threshold Amount.

4.6.4 If You decide not to accept any job offers in the field of software development or information
technology, which are offered to You pursuant to the placement offers procured by the Company
or the offers received by You from any companies within a period of 6 (six) months from the
Course Completion Date.

4.6.5 If You do not attend the interviews for the placements offered by the Company for a period of 2
(two) months from the Course Completion Date.

4.6.6 If You decide to pursue any education programme or any advanced course in any field within a
period of 6 (six) months from the Course Completion Date.

4.6.7 In case of 4.6.1, the Course Fee shall be payable within a period of 15 (fifteen) days from the expiry
of the period of 6 (six) months from the Course Completion Date.

4.6.8 In the case of Clause 4.6.2, the Course Fee shall be payable within a period of 45 (forty-five) days
from the date of an offer made to You by an Employer.

4.6.9 In case of Clause 4.6.4 above, the said Course Fee shall be payable within a period of 15 (fifteen)
days from expiry of the period of 2 (two) months from the Course Completion Date

4.6.10 In the case of Clause 4.6.3. and Clause 4.6.5, the Course Fee shall be payable within a period of 15
days from the expiry of the period of 6 (six) months from the Course Completion Date.

4.6.11 If the Course fee is not paid in the manner as set out in Clause 4.6, then the NBFC / Nolan Edutech
Company will take subsequent measures for recovery of the amount
4.7 You will be bound by the Code of Conduct of the Company.

5. MAKING PAYMENTS FROM EARNED INCOME

5.1 Once Your Earned Income, either on account of securing a job or a change in job or on account of
an increment granted to You by an Employee, exceeds the Threshold Amount at any time during a
period of 4 (four) years from the Course Completion Date, the Payment Term will commence and
You shall be liable to pay to the NBFC the Monthly Payments. Such payment to the NBFC shall be
made on or before such day of each calendar month as stipulated in the Loan Agreement
(“Payment Due-Date”).

5.2 Once Your Earned Income exceeds the Threshold Amount, You will be liable to pay to the NBFC the
Monthly Payment for a continuous period of 36 (thirty-six) months

5.3 In the event of employment termination or you were served a pay cut and your monthly income
drops below threshold amount i.e. Rs. 41,666 (Rupees Forty-One Thousand Six Hundred and Sixty-Six
only), your monthly EMI payments are paused till the time your earnings are back to the threshold
levels. To overcome this situation, you can apply for a contingency fund (equal to your monthly EMI
amount with the Company. This amount will be used by you to make the payment to NBFC
installments and this amount will be returned back to Nolan Edutech. We will on a best efforts
basis, attempt to secure You new employment. It is however clarified that there should be no
obligation on the Company to secure a new employment offer. To avail contingency fund you are
bound by placement guidelines. The ISA period validity is for 48 months from the date of
graduation.

5.4 Default in payment of the Monthly Payments – in the event of a delay in making payment of the
Monthly Payment, of more than 30 (thirty) days beyond the Payment Due Date (“Payment Default”),
the Company shall be entitled to initiate legal actions for recovery of the amounts due and payable
to the Company and /or the NBFC. Further, on account of Payment Default, You will be liable to pay
such additional amounts and / or default charges as set out in the Loan Agreement. The NBFC may,
at its discretion, initiate appropriate legal proceedings for recovery of the amounts due and
payable under the Loan Agreement.

6. Obligation of the Student in Event of Withdrawal from Course Training

For the purpose of this Clause, “Modules” / “Unit” shall mean each period of 5 weeks from the
Course Commencement date based on the Master Based Programme of the Company and which
module will be deemed to be completed by You upon satisfaction of the evaluation criteria as set
out for the said Module.

If You do not complete the Modules as set out below and if you decide to opt-out from the Course,
then the consequence as set out below will follow and the amounts as set out in this Clause will be
payable by You to the Company:

6.1 If you do not complete Unit 1 and if you decide to drop out / withdraw from the Course, then no ISA
fees will be payable by You and the agreements will be canceled.

6.2 If You decide to drop off / Withdraw anytime during Unit 2 to Unit 4 of the ongoing course, You
shall pay to the Company an amount of Rs. 50,000 (Rupees Fifty Thousand only) within a period of
15 (fifteen) days from the date on which you decide to opt-out from the Course. If You fail to make
payment of the said amount of Rs. 50,000 (Rupees Fifty Thousand only), the Company along with
NBFC shall be entitled to initiate legal actions for recovery of the amounts due and payable to the
Company and /or the NBFC.

6.3 Unit 5 onwards if you decide to dropout / withdraw even if you do not graduate, You shall pay to
the Company the entire Course Fee i.e Rs. 3,00,000 including GST within a period of 15 (fifteen) days
from the date on which you decide to opt-out from the Course. If You fail to make payment of the
Course Fee, the Company along with NBFC shall be entitled to initiate legal actions for recovery of
the amounts due and payable to the Company and /or the NBFC.
6.4 If You are expelled from the Course on account of breach of the Code of Conduct then based on
the Module that You have completed, the consequences as set out in Clause 6.1 to Clause 6.3 will
follow.

7. Reporting of all Earned Income - Upon completion of Your Training and throughout the Payment
Term, You agree to use the Masai Platform to communicate: (i) Your Earned Income (ii) all
employment positions You accept including, if requested, a description of the business and
products or services provided by each Employer and the nature of Your position with each
employer; (iii) Your projected annual gross Earned Income; and (iv) any changes in employment.
You further agree during the Payment Term to update through the Masai Platform any changes in
Your Earned Income within thirty (30) days of any event giving rise to such change.

8. Approved Bank Account - Set Up and Maintenance of Approved Bank Account. You agree that, prior
to receiving any Earned Income, You will establish a bank account with the NBFC (“Approved Bank
Account”). If for any reason (e.g., a change in Your employment or address), You would like to
change Your Approved Bank Account to another bank, You agree to give the Company prior notice
of the requested change and such details for the proposed replacement account as the Company
may reasonably request.

9. Deposit of all Earned Income into Approved Bank Account- You agree that during the entire
Payment Term You shall deposit all Earned Income received by You from any and all sources
directly into Your Approved Bank Account. If You are employed, You agree to cause Your Employer
to arrange for the direct deposit of all of Your Earned Income to Your Approved Bank Account. Your
refusal or failure to establish the Approved Bank Account for the purpose of making Monthly
Payments or other payments hereunder shall not relieve You of any of Your obligations under this
Agreement.

10. Survival of Obligations- Expiration of the Payment Term only terminates Your obligation to make
Monthly Payments from Earned Income. However, it does not terminate this ISA or any continuing
obligations You may have to the Company to this Agreement, including but not limited to the
obligation to make an additional payment if the Company determines that You underreported Your
Earned Income.

11. RECONCILIATION

From time to time during the Payment Term, and for a period of one (1) year following the end of the
calendar year in which the Payment Term expires, Company shall have the right to examine and
audit Your records pertaining to Your employment and to verify your Earned Income at any point to
ensure that You have properly reported or projected Your Earned Income and to verify that the
Company has properly calculated the Monthly Payments due and payable under this Agreement
(“Reconciliation”). You agree to cooperate with the Company in the Reconciliation process.

12. Confirmation of Earned Income and Employment- To permit the Company to perform
Reconciliation, You agree that You shall, within thirty (30) days of request by the Company v
provide the Company with the name, address and phone number of any Employers from which You
have received Earned Income and authorize each of Your Employers to disclose to us all forms of
cash and non-cash compensation paid or provided to or earned by You and provide such other
documentation (including Your salary slips, a summary of any non-written or oral non-cash
consideration, equity or deferred compensation arrangements) as may be reasonably requested
by the Company for the purpose of performing the Reconciliation.

13. Underreported Earned Income - If at any time during the Payment Term or pursuant to
Reconciliation, whether intentionally or unintentionally, You under report Your Earned Income,
resulting in a lower amount of Monthly Payment being made to the NBFC / Company, Company will
have the right to revise the Monthly Payment, in its discretion, by: (A) increasing Your Income Share
for Monthly Payments payable to the Company for each subsequent month, to a maximum of 1.5X
of Earned Income; or (B) adding a fixed monthly underpayment fee which shall not exceed Rs. 7,500
per month (“Underpayment Fee”), until such time as the discrepancy has been corrected.
Alternatively, if a Reconciliation shows that You underreported Your Earned Income at any time
during the Payment Term so that You made one or lower Monthly Payments than Company is
entitled to receive under this Agreement, Company shall give You notice within 15 (fifteen) days of
completion of the Reconciliation of the amount of the underpayment and reasonable
documentation of the underpayment calculation. You agree to pay us the aggregate amount of
the underpayment within sixty (60) days of receiving such notice.

CAP ON PAYMENTS; PREPAYMENT AMOUNT

13.1 Payment Cap - The total Monthly Payments payable by You to the NBFC under this Agreement shall
not exceed the Payment Cap.

13.2 Prepayment Amount - You may at any time pay in full Your obligation to the NBFC / Company by
paying an amount equal to the Prepayment Amount.

14. ADDITIONAL PROVISIONS AFFECTING PAYMENTS

14.1 International Work - If You move out of India during Your Payment Term, you agree to continue to
report Earned Income and to continue paying Your Income Share of Earned Income during the
Payment Terms. You shall not be in breach of this Agreement so long as You continue to make the
required Monthly Payments pursuant to the terms of this Agreement and the Loan Agreement.

14.2 Waiver of ISA Due to Death or Total Disability- We will waive what You owe under this Agreement,
including any past due amounts and fees, in the case of any unfortunate event leading to death or
permanent total disability; if You would like to assert a waiver based on disability, You will need to
provide documentation showing that You have been found to be permanently disabled by the
state agency due to a condition that began or deteriorated after the Effective Date.

14.3 Upon your graduation and if you fail to secure employment or pursuant to self-employment in the
field of Software, Data Science, Cyber Security, Information Technology for a period of one year from the
date of graduation, your Income share agreement will be waived and terminated, subject to adhering to
placement terms and conditions.

15. COVENANTS AND REPRESENTATIONS OF STUDENT

By entering into this Agreement, You represent, warrant and promise to the Company as
follows:

15.1 That You are entering into this Agreement in good faith and with the intention to pay us by making
Monthly Payments or the Course Fee payment when due;

15.2 That all the information You have provided to Company in connection with entering into this
Agreement is true and accurate and that You have not provided any false, misleading or deceptive
statements or omissions of fact;

15.3 That You are an Indian citizen or a permanent resident or have an Aadhar number and the legal
right to work in India;

15.4 That You will make reasonable and good faith efforts to seek employment immediately following
completion of the Training and during all times during the Payment Term that You are not
employed or that You have Earned Income less than the Threshold Amount;

15.5 During the Payment Term, You will timely report to the Company any changes in Your Employment
status. Further, during the Payment Term, You will not conceal, divert, defer or transfer any of Your
Earned Income (including but not limited to any non-cash consideration, equity or deferred
compensation rights granted to You) for the purpose of avoiding or reducing your Monthly
Payment obligation or otherwise;

15.6 That You will timely and fully provide all information and documentation required under the terms
of this Agreement or the Loan Agreement or as reasonably requested by Company and / or the
NBFC (including any assignee of Company) and that such information or documentation shall be
true, complete, and accurate;

15.7 That during the Payment Term You will file all tax returns and reports as required by law, which shall
be are true and correct in all material respects, that You will report all of Your Earned Income on
such returns, and that You shall pay all taxes and other assessments when due;

15.8 That You shall keep accurate records relating to Your Earned Income for each year of Your Payment
Term, including any invoices or payments relating to self-employment services You provide; and
that You will retain all such records for a period of at least one (1) year following the date You fulfill
all Your payment obligations under this Agreement and the Loan Agreement.

16. TERM

16.1 This Agreement shall be effective from the Execution Date and shall be valid and binding till an
amount equal to the Payment Cap has been repaid by You in the manner as set out in this
Agreement.

16.2 You shall not be entitled to terminate this Agreement.

17. BREACH AND REMEDIES

17.1 Remedies upon Breach – Upon breach by You of this Agreement or the Loan Agreement and the
Company shall be entitled to: (i) collect the amounts due and payable by You under this
Agreement and the Loan Agreement; (ii) enforce all legal rights and remedies in the collection of
such amount and related fees (including any rights available to Company to garnish wages or set
off any tax refund); or (iii) utilize any combination of these remedies. You agree to pay the
Company’s costs incurred by the Company for recovery of the amounts due and payable by You
under this Agreement and the Loan Agreement, including reasonable attorney fees, collection fees
charged by a taxing authority for tax refund set-off, and any other fees or costs.

18. GENERAL PROVISIONS

18.1 Entire Agreement- This Agreement along with the Code of Conduct and the Loan Agreement sets
forth the entire agreement and understanding of the Parties relating to the subject matter herein
and supersedes all prior or contemporaneous discussions, understandings and agreements,
whether oral or written, between You and the Company relating to the subject matter hereof.

18.2 Amendments- This Agreement cannot be modified or amended except with the written consent of
both Parties.

18.3 No Waivers- No delay or failure on the part of either Party to require performance of any provision
of this Agreement shall constitute a waiver of that provision as to that or any other instance.

18.4 Governing Law and Jurisdiction - This Agreement shall be governed by the laws of India and the
courts at Bengaluru shall have exclusive jurisdiction.

19. Confidentiality

You agree and understand that as part of the Course, the Company will make available to You various
course materials including by way of online course, assessment material, study modules and various
other information / documents (“Confidential Information”). You agree to treat as confidential the
Confidential Information and shall not during the duration of the Course and for a period of 5 (five) years
from the Course Completion Date disclose any such Confidential Information to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever.

20. VERIFICATION OF REVIEW AND INDEPENDENT DECISION TO ENTER INTO ISA

By signing below, You acknowledges and agrees that this Agreement is entered into voluntarily and as
an arms-length transaction. You further acknowledges and agrees with each of the following: (i) that I
am of legal age to execute this Agreement; (ii) that I have had the opportunity to read this Agreement
and to review its terms and conditions with my legal and financial advisors of my choosing; (iii) that
Company is not an agent or fiduciary or advisor acting for my benefit or in my favor in connection with
the execution of this Agreement; (iv) that Company has not provided me with any legal, accounting,
investment, regulatory or tax advice with respect to this Agreement; and(v) that Company has not made
any promises or assurances to me that are not expressly set forth in writing in this Agreement. I
understand that, by entering into this Agreement, I am irrevocably agreeing to share a fixed portion of
my future Earned Income in consideration of receiving the Training, in accordance with the terms and
conditions of this Agreement and the Loan Agreement

You might also like