BUSINESS PARTNERSHIP AGREEMENT
(And Memorandum of Understanding)



BY AND BETWEEN



REPUBLIC ONE
(Muditva Industries Private Limited)

AND

Business Partner



The Business Partnership Agreement Duration, Start and End Dates Shall be Identical to those Mentioned in the Agreement and Detailed Scope, Operations, Services, Products and Benefit Transfers are Detailed.



First Party: Republic- Muditva Industries (P) Limited. Herein After Called as Republic
Second Party: Business Partner - Herein after Called as Business Partner

Table of Contents


  1. Interpretation

  2. Scope of this Agreement

  3. Scope of Work

  4. Payment Schedule

  5. Republic One Business Partner Requirements.

  6. Date of Commencement and Duration

  7. Location and Demography

  8. Programme, Administration, Launch, Operations and Financial Arrangement

  9. Confidentiality and Data Protection

  10. Assignment and Subcontracting

  11. Business Partnership Agreement

  12. Price and Payments

  13. Payments to Republic

  14. Undertakings

  15. Waiver

  16. Third Party Rights

  17. Applicable Law and Jurisdiction

  18. Variation

  19. Equal Opportunities

  20. Limitation / Exclusion of Liability / Insurance

  21. Severability

  22. Status of Parties

  23. Termination and Force Majeure

  24. Consequences of Termination

  25. Notices

  26. Disputes, Resolution and Arbitration

  27. Disclaimer

  28. Guidelines for Implementation

  29. Annexure I – Application Form

  30. Annexure II – Payment Receipt

  31. Annexure III– List of Services and Charges

  32. Annexure IV – Timelines& Service Flow

  33. Annexure V – Hardware Specifications

  34. Annexure VI – Space Required

  35. Annexure VII – Key Contacts


It is Now Agreed as Fallows.

1. Interpretation

In this Agreement, Including the Schedules to it, the Fallowing Definition Will Apply. (Unless the context requires otherwise)

“Republic”
Means a Superior Endeavour by Muditva Industries Private Limited to Offer Multiple Services, from Government as well as Private Sources, Products and Direct Beneficiary Transfer Programs to Serve Citizens, Businesses and Institutions under one roof and SPoC with the Brand Name Republic Oneto establish Citizen Service Centre.



2. Scope of this Agreement


This Business Partnership Agreement Records an Agreement and Understanding Between Republic One (Muditva Industries Private Limited.) herein after called as “Republic” and Business Partner (herein after called as the Business Partner) to provide various Services, Collaborative Programs, Sell the Products, and Promote the Same being Offered under the Brand Name “Republic” by Muditva Industries Private Limited to be delivered either jointly with or Subcontracted, as Collaborative Citizen Service Program to be wholly delivered by and at the partner location.



The Business Partner agrees to Comply with the Standard and Institution Specific conditions that are outlined and may be added on time to time basis, which shall be communicated to all Business Partners in writing in the learning and quality enhancement handbook on services being offered.

  • The Republic One is Satisfied as to the Continued Financial Soundness and wide Network of the Business Partner.

  • The Business Partner Should Inform the Republic Immediately of any Change of Ownership, or Governance at the Partner level and locations. This Could Result in Renegotiation of the Business Partnership Agreement and/or the Existing Memorandum of Co-Operation.

  • The Business Partner has to Establish the Republic Centre or Republic Business Centre as Discussed for Republic One and Execute the Operations in the Geographic Locations Mentioned in Application to Ensure Quality Operations and Monitoring of Services at Republic One and to offer all Products and Services of Republic One on time to time Basis.

  • The Business Partner Shall not be Permitted to engage in Serial Arrangements whereby it offers approved programme(s) or services elsewhere through arrangements of its own.

  • The Business Partner shall fallow the Republic Quality Assurance Procedures as Outlined and Updated in LQEH and update its own Procedures in line with the Requirements of Republic One Quality Commitments.

  • The Business Partner, Its Associates Shall Agree to Co-Operate fully with any inspection visits that may be undertaken by the Quality Assurance Agency Set up by Republic or any Associated Government or Private Agencies or Similar Bodies.

  • Citizens or Merchandise on Every Service Offered, Enrolled on Programs validated by the Republic and Shall be Subject to Regulations and Quality Guidelines.

  • The Business Partner Shall Agree to Put in Place all Necessary arrangements as Specified by the Republic One in respect of the Responsibilities to Serve both Citizens and Merchandise along with Government and Private Institutions.

  • The Business Partner Shall Agree to Put in Place and bare any and all Costs which may be incurred applying for a license to operate any Republic One Approved Programs / Services including the cost of obtaining legal or other professional advice.

  • Republic One Collaborative programme contingency plans will be produced and reviewed Quarterly for all programs and the Republic will not be liable for financial or other liabilities associated with the failing partner or programme.

  • Contingency Plans are concerned with protecting the interests of Citizens, Services, Clients, Government Agencies and Private Agencies collectively offering the Services / Products / Benefits or Open Programs in association with Republic One delivered by Business Partners unable to continue to offer Quality. The Intention of Contingency Plans is to put in place arrangements that would allow to Serve Better.

  • In the Event the Business Partner Must Comply with local Registrations or Regulations pertinent to the Delivery of Services and Programs being offered at Republic One, Republic Must be Informed During the Initial Discussions for Program or Service Validation.

  • The Signing of this Business Partner Agreement Doesn’t Signify the approval for Programs to run. A Programme memorandum of Co-Operation and Shall be Communicated in writing upon Successful approval and training of Subcontractors or Franchisees or Republic Partners.

  • The Business Partner Shall Inform the Republic One Immediately of any Issue / incident / which may Impact upon the confidence and integrity of the Management or Organization or Provision for which, Republic is an Awarding Body.

  • The Business Partner Shall Inform Republic Immediately of any Change in Resourcing, Staffing or Other Partners, that might endanger the threshold standards or Quality of any Service or Programs which may be Validated by Republic One.

  • The Business Partner or Associates are Permitted to use the Republic Logo and Name For Publicity and Promotion Activities.



3. Scope of Work

  • Republic One Provides all Services needed in One Place helping to Jump start the Living Experience covering Basic Enrolments to Complex Education and Health Care Products and Services under One Roof.

  • The Scope of Work at Republic is Broad and Categorized into 5 Major Categories Named and detailed as fallows.



Puppet Suite

Wide Range of Medical & Educational Services Served Comprehensively Ensuring Proper Care and Support From New Born to Elderly, Automation to CMS, Diagnosis to CDM and Training to Placements!

Capital Flow

Largest Business Service platform Dedicated in Helping People Easily Start & Grow Business with Everything from Registrations to Branding, ISO to Tax Returns & End to End GST Filings, Returns, Services.

eCitizen

Centralized Services Serving Indian Residents to Connect with What They Need Most. Designed as SoPC to help Individuals & Businesses from Registrations to Insurance, Bill Desk to Happy Sales and Custom Services.

Creative Studios

Bring Business to Life! We Create Experiences that Transform Brands, Grow Businesses and Make People's Lives Better helping Traditional Organizations Navigate to Find Success in Digital World.

MNN

National Media Organization Founded in 2008, By National Broadcaster to Showcase Diverse Problems & Ground Realities. Vivid Multi-Platform Media Group bringing together a Professional Team-Studios. NEWS, Reporting, Stringing, Investigative Journalism



Each Category has Multiple Services and Programme which are Detailed in Annexure and same would be Updated through WorkPlace on Time to time Basis. The Services and Programs offered at Republic May Vary time to time and the Scope of adding additional Services on continuous basis and deletion of the Same if they not Complying, with the Continuous feedback and appreciation of Business Partners.



  • Attached Annexure Detail the Services Offered and New Services are Communicated to Business Partners in writing time to time or Posted in WorkPlace for Direct Engagement.

  • Few Services / Offerings / Programme May Require an Independent Agreement to be Signed with the Business Partner and Same Shall be added as Annexure along with Details of the Programme or Service on time to time basis if required.

  • The Scope of Work to Business Partner is to Execute the Services and Goods being Offered, Serve to Clients and Customers in better way and Promote both Republic and Services in respective regions.



5. Republic One Business Partner Requirements.

Minimum Requirements for Republic One / Citizen Service Centre Business Partnership. The following are the Minimum Criteria that is applicable when considering Business Partnership for Any State.



  • The Business Partner Must be Having Access to Sufficient unencumbered funds as per Republic Requirements. These Funds can be in the Form of Cash, Shares, property but can’t include super annulations. Republic is Looking for Business Partners that Can Self fund for Republic Citizen Service Centre or Republic Business Centre, Operational Expenditure and Running Cost for First 3 months, Promotional Expenditure and Setting up for the Training Centers and Qualified Staff at RC/ RBC with 200- 2500 SFT and 4000-5000 SFT(If Including the Training Facility).

  • The Business Partner Must be having a Vast Network in the area he’s Interested in, to Promote Services and Products of Republic to Each the Target Market levels. The Republic Centre Must be Established within 30 Days from the Date of this Agreement or the Commencement Date.

  • The Business Partner Must Comply with the Guidelines and timelines to furnish details of all Republic One being Established within 30 Days from the Commencement of this Agreement in the Location the Business Partner is Signing for.

  • The Business Partner Must have a Quality Team of Professionals, Technical Team and adequate Resources to Maintain Standards and Policies as set in LQEH.

  • Business Partner Must be Prepared to Undertake all Republic Training Programme as Directed by Republic. Most of the Training Programs on Every Service is Online or at Head Quarters of Republic in Hyderabad and can take up to a Week.

  • Republic One Rolls out the Services in Phased Manner and the Business Partner Should comply with the Standards and Requirements along with timelines of the same.

  • Business Partner Must be Prepared to Carry all applicable costs including possible interstate costs if any delays in Training Programme. The Business Partner Must be Financially Self Sustainable and Ensure the Same with its Partners, Alliances, Associates and Republic Ones for the Duration of the First 60-90 Days from the date of establishment.

  • The Key Foundational Course is Developing Champions for which, the Business Partner Must Train its entire band reporting and working under it and Must Provide Certification to the Staff, Partners, Associates, and agents.

  • Business Partner Must Promote Republic, It’s Services, enhance the Experience and Demonstrate a Customer Mania Mindset. Furthermore, Business Partner must drive Republic’s how we win together principles, namely, Belief in all people, going for breakthrough, Building know how, taking the Hill team work and recognition. The Key attributes of Training, Support, Accountability, Executional Excellence, and Positive energy are Essential.

  • Business Partner Must have a High Business Acumen. A Professional tertiary education will be beneficial. Business Partner Must show a history of Leadership and Responsibility for Recruiting and Developing People, Partners, Associates and Republic Ones. Previous Business Ownership is Preferred.

  • Proposed Hands on Roll in the Business Partnership is Essential. (Interest for Role as Passive Investor will be Rejected) As a Result Previous Experience in the Service Sector is Much Preferred.

  • Business Partner Must be Prepared to Dedicate 100% of their working time to the Day to Day Operation and Promotion of the Business. (Other Businesses will have to be explained and will be encouraged)

  • The Business Partner Shall arrange all its Infrastructure in both Civil and IT and Republic Can Provide the Detailed Guidelines to Fallow to establish Republic One or Republic Business Centre.



6. Date of Commencement and Duration

  • The Effective Date of this Business Partnership Agreement Shall be 15th November, 2018 unless Communicated in Writing.

  • Inclusive If Appropriate, This Business Partnership Agreement and Memorandum of Understanding Shall replace the any of the Previous Agreements effective immediate which is hereby declared null and void.

  • The Business Partnership Agreement Shall be for Five (5) Years in the First Instance and it Shall Terminate on the Effective date upon completion of Five Years from the Date of Effect unless and until extension agreement is Signed in Writing. Tentative Date till the Agreement Valid is 30th November 2023.

  • Many Services / Programme May Require an Annual Renewal and the Complete renewal cost to be borne by the Business Partner only for Renewal and licensing costs.

  • At the End of Every Quarter a Performance and Quality Audit be held to Ensure the Business Partner is in Accordance with the Services being Offered at Republic One to ensure and Comply with Standards and LQEH.

  • The Business Partner Approval Shall be Subject to an interim review during the Period of this Business Partnership Agreement if in accordance with Quality Procedures and Standards in the LQEH Circumstances require such a review.



7. Location and Demography

The Business Partnership Agreement is exclusively for the Location Details Mentioned and attached in the Application and the Business Partner Operating, appointing Associates and hiring Staff for and only within the region and Geographical Limits of the Same Mentioned in Application.

Republic Doesn’tt give the Right or Sign any Other Contracts with any other Business Entity or Individuals till the end of this Agreement active or terminated in writing.

Republic Doesn’tt appoint any Direct One/Citizen Service Centers or Partners in same area without a written consent from the Business Partner. The Business Partner Agreement Signed is Exclusive and only for the Location mentioned.


8. Programs, Administration, Launch, Operation and Financial Arrangement

  • Programs and Services to be Run under provisions of this Business Partnership Agreement shall be Subject to the Republic One Validations and Quality Procedures as Set Out in LQEH.

  • Once Programme has received Full Approval, Completing Training Sessions and handing over of the Credentials, a written consent be shared with Business Partner for every Individual Service / Offering / Programme to the Business Partner.

  • Agreeing the Individual Programme / Service / Offering the relevant Republic One Personal and Business Partner Personal, the financial arrangements that shall apply.

  • The Programme Shall be Administered as Outlined in the relevant Administrative and Operational Annex of this Business Partnership Agreement.

  • Business Partners Shall Administer the Associates, and Staff along with Concerned Training Centers in that And Respective area for Continuous Quality Monitoring and Professional services.

  • Business Partner Shall Train, Monitor and Ensure the Professional Act, Experience and Expertise to Each of its Staff, Partners and Associates.

  • Business Partner Shall take Care of all His Financial Obligations, Resources and Liabilities of any Kind with respect to Promotion, Branding and Operations and Everything of Republic One.

  • Programme and Services Shall be Launched and administered in line with the Procedures Set out in the LQEH or with the Procedures Set Out and Communicated to Business Partners on time to time Basis.

  • Before the Start of Each Programme or Service a Direct Contact Person Shall be appointed by both the Business Partner and Republic or the Same is Updated through WorkPlace LQEH.

  • The Direct SPoC Shall be Responsible for their Business Partner / Republic respectively for Ensuring the Maintenance of the Standards and Delivery of the Programme(s) for effective liaison with each other and with the Key Administration at each respective Management levels. This Shall be Done in Accordance with the guidelines in the LQEH. Both the Business Partner and Republic Shall ensure that the Respective Persons are fully aware of their responsibilities in relation to each Collaborative Programme(s).

  • The Programme(s) Shall be Subjective to the Approval and Quality Assurance Monitoring and Review procedures of the Republic as Mentioned in LQEH and these Procedures shall ensure that the Administration, Staffing, Validity, Quality, Standards and Opportunities.

  • Quality of Service, Offering or a Program is utmost Important to Republic along with Experience and Easiness of Citizens and Merchandise.

  • As Part of these Procedures, Quality and Complete Monitoring Information Shall be Provided to the relevant Parties within the Republic promptly in accordance with LQEH.

  • Republic Ones Shall be Established by Business Partners, Associates or Partners to Provide Services, Institutional Offerings, Specialized and Discounted Sales, Awareness Programs, Government Schemes, Enrolments and Modifications.

  • Republic Ones Shall Conform to the Requirements set out in the LQEH and as Summarized in the relevant administrative and Operational Annex. The Business Partner shall put a Place Mechanism to ensure that the Formal feedback from Customers on each of the Named Programme and Services being offered at Republic One.

  • The Business Partner Shall have in place a Development Strategy to Continuously Train the Staff, Partners, and Associates on Professional Handling, Services and Programme(s) offered at Republic One along with Client and Customer Handling.



9. Confidentiality & Data Protection

  • Each Party undertakes to treat all Information relating to Business or Service of the other as Confidential and use it only for the purposes of this Agreement. Each Party may Disclose Such Information to its Professional advisors in the performance of this Business Partnership Agreement, or to the extent that such information is generally available to the public.

  • Each Party Agrees that this Obligation Shall Continue in force notwithstanding the termination or expiry of the Business Partnership Agreement for any reasons but shall also cease to apply to information from the point at which it enters public domain and shall also cease to apply to information which is received independently from any source without an imposition of duty and any duty of confidence.

  • The Obligations of Confidentiality Contained in this Business Partnership Shall, Operate in Accordance with and Subject to the Code.

  • In signing the Business Partnership Agreement, approval is hereby given by both/all partners for appropriate Services and Programs to be applicable and available to public access.

  • In Signing this Business Partnership Agreement, The Republic and the Business Partner Shall agree to use Staff Data, such as e-mail Addresses, only in Connection with the delivery and Management of the named Programme(s) covered by this Business Partnership Agreement.

  • In Signing the Agreement, the Business Partner shall agree to Provide the Republic One with relevant Customer and Client Data for the Purposes of this registration with Republic, ensuring Quality and Procedural Standards and conferring awards of the named programs covered by this Business Partnership Agreement.

  • Business Partner Personal data may be shared with external organizations which provide a Service for the Republic on a need-to-know basis and according to the Data Protection Principles.

  • Republic Business Partner Might Need to Provide a Time to Time on Rolling Bank Guarantee or Performance Bank Guarantee as and when the Financial Obligations are Involved to add additional Services Such as Financial or Legal or Other Services or Mortgage or Loan Processing’s or Depositing of Gold and Other Valuables.



10. Assignment & Sub-Contracting

Business Partner is not Permitted to Transfer, Assign and or Sub-Contract otherwise its Mandatory to the Business Partner setting up the Sub-Contractors / Associates / Franchisees to establish Republic One according to the Population, Density and Business Opportunities available in that Demographics.




11. Business Partnership Agreement

This Business Partnership Agreement represents an Institutional level agreement which may be accompanied by one or more Memoranda of Cooperation or written consent between the parties and supersedes any pre-existing Partnership Agreements or arrangements, if any, and all negotiations between the parties and their agents on the subject matter herein, which are hereby terminated with immediate effect.



Each party also agrees that in entering into this Business Partnership Agreement and the documents referred to in it, it is not relying on any statements, warranties or representations given or made (whether negligently or innocently and whether express or implied), or any aspects or omissions by or on the part of any other party in relation to the subject matter of this Partnership Agreement, except those expressly set out in this Partnership Agreement and it shall have no rights or remedies with respect to such subject matter otherwise than under this Partnership Agreement and the documents executed at the same time as it or referred to in it.



12. PRICE & PAYMENT CYCLE


  • The Business Partner shall be paid varied amounts and Percentages depending on the Service, Goods and Benefit, the Detailed List of Price per service is attached in Annexure’s or Updated in LQEH on time to time Basis along with details of the Services.

  • Republic Believes in Instant Gross Settlements and wherever, the Income is on Monthly or Quarterly Basis, Invoice Shall be Raised accordingly and as per the billing Cycle, Same will be Cleared within 7-15 Business Days Depending on the Service and Invoice from the Date it’s been raised.

  • Business Partner is Responsible for depositing Taxes, Cash, any other Amounts Collected within 48 Hours, if any, over and above the Billings that may be collected in the form of cash or Subsequent Forms with the respective Governments or Departments or Private Agencies or the Individuals.

  • Business Partner Shall Sign all Agreements, Raise Invoices and Serve / Offer / Promote Services only on Behalf and on the name of Republic (Muditva Industries Private Limited) Only and all Invoices Must be Raised on Muditva Industries Private Limited or Republic One or as Intimated by Republic on time to time Basis.

  • No Cash Should be Collected on Behalf of Republic and the Responsibility of Complete Cash Transaction is only with the Business Partner and Republic no way Responsible for any Cash Transactions of any kind unless the Business Partner Deposit the Respective Collected Cash within 2 Business Days of the Transaction.

  • All Republic Ones, Business Partners, Associates and Employees are Paid through Single Bank Account to the Respective Individuals on Invoice Raising Directly and Same Account is Used to Receive any Inward Transactions from the Republic One / Partners / Associates of the Republic and Business Partner.



13. Payments to Republic

  • The Business Partner Has Agreed to Pay a Documentation and Processing Charges of Rs. 10,000/- (Rupees Ten Thousand Only) Per Republic Citizen Service Centre or Republic Business Centre in that Particular area they are Signing for.

  • Business Partner Shall Complete the Payments in the Form of DD or Wire Transfer and Attach the Receipt to the Agreement as Annexure.


  • The Business Partner Must Comply with the Guidelines and timelines to furnish details of Republic One within 15 Days from the Commencement of this Agreement for the Location the Business Partner is Signing for and Complete all Payments Towards Republic One.


14. Undertakings


The Business Partner shall at its own cost and expense observe, undertake, comply with and perform, in addition to and not in derogation of its obligations elsewhere set out in this Agreement, the following:


      1. Provide to the Republic reports on regular basis after the date of this Agreement and after the Appointed Date in the form and manner set forth in this Agreement;

      2. Obtain and maintain in force on and from the Appointed Date all insurances in accordance with the provisions of this Agreement;


      1. Monitor, control and be responsible for the activities of any Business Partners, Training Partners, Agents and/or Associates appointed by it;

      2. Make reasonable efforts to maintain harmony and good industrial relations among the personnel employed in connection with the performance of the Exclusive Business Partner's obligations under this Agreement;

      3. Comply with all Applicable Permits and Applicable Laws in the performance of the Exclusive Business Partner’s obligations under this Agreement;

      4. Shall put in place means and systems to address the grievances of the Applicants, Customers or Client, if any;

      5. Indemnify the Republic against all actions, suits, claims, demands and proceedings and any loss or damage or cost or expense that may be suffered by them on account of anything done or omitted to be done by the Business Partner in connection with the performance of its obligations under this Agreement;




15. Waiver

No delay, omission or failure by either party to exercise any of its rights or remedies shall be deemed to be a waiver there of or an acquiescence in the event giving rise to such right or remedy, but every such right and remedy may be exercised from time to time and so often as may be deemed expedient by the party exercising such right or remedy.



16. Third Party Rights

For the Avoidance of Doubt, this contract doesn’tt confer rights under the contracts (Rights of Third Parties) Act on anyone else except the two Parties to his Contract, and the parties do not intend any terms of this contract to be enforceable by any third party.



17. Applicable Law and Jurisdiction

  • The Law Applicable to the Performance and Enforceability of this Business Partnership Agreement Shall be Indian Law.

  • Any Dispute arising out of this Business Partnership Agreement Shall be Subject to Exclusive Jurisdiction of Hyderabad, Telangana but Subject to Arbitration provisions.

  • Both Parties shall comply with local legislation, insofar as these have mandatory force in relation to the performance of this Business Partnership Agreement.



18. Variation

This Partnership Agreement shall not be modified or amended except by any agreement in writing signed by the Parties.



19. Equal Opportunities

The Business Partner Shall Ensure that its activities shall comply fully with the Spirit of Republic One on Equal Opportunities. (As Set out in the Republic Regulations as appropriate.



20. Limitation/Exclusion of Liability / Insurance

  • The Business Partner Undertakes to indemnify the Republic for any Liability to a Maximum of Rs. 10000/- Per Claim or series of claims arising from any one cause, which arises from the Business Partner’s Breach or Non-Performance of this Agreement or Related or negligent actions or omissions failing upon the Republic One. Such Limit Shall not apply to the Claim arising from personal injury or death or from the fraud of the indemnifier.

  • Such liabilities shall relate to all actions, claims, demands, costs, and expenses incurred by or made against the Republic One or the Business Partner, in respect of any loss or damage or personal injury ( including death) which arises from anything done or omitted to be done under this Business Partnership Agreement or related to the extent that such loss, damage, or injury is caused by breach or non-performance of this Agreement and related to by the negligence of either party, its employees, Associates or agents.

  • Either Party Shall, whenever required Produce Certificates Signed on Behalf of other Party’s insurers stating that insurance complying with the requirements is in force and the Period for which it has been taken out.

  • The terms of insurance or any other amount of cover shall not relieve of any liabilities under this Business Partnership Agreement.

  • The Business Partner will indemnify, defend and hold the Republic, harmless against any and all proceedings, actions and third-party claims for loss, damage and expense of whatever kind and nature arising out of a breach by Business Partner of any of its obligations under this Agreement.

  • Without limiting the generality of this Section, the Business Partner shall fully indemnify and defend the Republic including its officers, servants and agents (the " Republic Indemnified Persons") from and against any and all loss and damages arising out of or with respect to: (a) failure of the Business Partner to, comply with Applicable Laws and Applicable Permits, (b) payments of taxes relating to the Business Partner, its suppliers and representatives, without reimbursement hereunder, or (c) non-payment of amounts due towards materials or services supplied to the Business Partner or any of its agents, distributors or franchisees.

  • Without limiting the generality of the provisions of this Section, the Business Partner shall fully indemnify. and defend the Republic Indemnified Person from and against any and all damages which the such Republic Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, Copy rights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Business Partner or by its agents, Subcontractors, distributors or franchisees in performing the obligations or in any way incorporated in or related to the Project.

  • If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Business Partner shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Business Partner shall promptly make every reasonable effort to secure for the Republic a license, at no cost to the Republic, authorising continued use of the infringing work. If the Business Partner is unable to secure such license within a reasonable time, the Business Partner shall, at its own expense and without impairing the specifications and standards either replace the affected work, or part, or process thereof with non- infringing work or parts or process, or modify the same so that it becomes non- infringing



21. Status of Parties

Nothing in the Business Partnership Agreement Shall be Constructed as Establishing or Implying a Partnership or joint Venture between the Parties or shall be deemed to constitute either parties to hold itself out as acting on behalf of the other.



22. Severability

In the Event that any term, condition, provision, or Clause of this Business Partnership Agreement Shall be nullified or made void by any statue, regulation, or order or by decision of any court having jurisdiction, the remaining terms conditions and provisions shall remain in full force and effect.



23. Termination & FORCE MAJEURE

Termination

  • In the Event that no program validation takes place within One Month of this Agreement Commencement, the Republic One May at its Discretion terminate the Partnership Agreement by Written notice with immediate effect.

  • In Accordance with the Republic One Procedures in the LQEH, in the event that the Business Partner Approval is discontinued during the Period, the Re-Approval or interim review process, the Business Partnership Agreement and any Service or Program(s) validity by the Republic Shall be Terminated by written Notice and all the Direct Clients and Customers initiated or being served or in process by the Business Partner be Served Directly by Republic One in Accordance to Best Service Practices.

  • At all Times, this Partnership Agreement may be terminated by either party by giving a minimum of 6 months written notice to the Other party. This Normal Notice Period by giving a minimum 6 Months written notice to the other party. This Normal Notice Period may be varied by agreement.

  • In the Even that Business Partner May no longer be able to Offer Republic One Services, Programme(s), that Business Partner must release all relevant information that would help the Republic to Offer Same Programme(s) either directly or through new Business Partner Agreements or through its associates.

  • The Republic One will have a NO right to terminate this Exclusive Agreement. In the event of problems or issues or complaints, for any reason, during the validity of this Agreement, Republic shall have the right to impose penalty, to ask to continue till alternative arrangements are made, and to rectify the problems or issues at the earliest, within 7 working days of written communication to affect the then mutually agreed terms to rectify the problems or issues or complaints.

  • In the Event of Termination by either party, The Business Partnership Fee paid by the Business Partner shall be forfeited and have no Claims on Republic of what’s so ever and Republic May Terminate this Agreement in Failing of Terms and Conditions Mentioned in the Business Partnership agreement and Memorandum of Understanding.





FORCE MAJEURE

  • Force Majeure – Neither Party will be liable for failure to perform its obligations under this Partnership Agreement if such failure results from circumstances which could not have been contemplated and which are beyond the party’s reasonable control. In such circumstances, the right to terminate the partnership agreement the Business Partnership Agreement immediately shall be reversed by both Parties.

  • Force Majeure Event

As used in this Agreement, a Force Majeure Event shall mean occurrence in India or the respective State of Business Partnership of any or all of Non-Political Event, Indirect Political Event and/ or Political Event as defined respectively hereinafter which prevent the Party claiming Force Majeure (the "Affected Party") from performing its obligations under this Agreement and such act or event is:



      1. Beyond the reasonable control and not arising out of the fault of the Affected Party,

      2. The Affected Party has been unable to overcome such act or event by the exercise of due diligence and reasonable efforts, skill and care, including through expenditure of reasonable sums of money and

      3. Has a Material Adverse Effect on the Project.



Non-Political Force Majeure Events



For purposes of Non-Political Events shall mean one or more of the following acts or events:



      1. Acts of God or events beyond the reasonable control of the Affected Party which could not reasonably have been expected to occur, including but not limited to exceptionally adverse weather conditions, lightning, earthquake, cyclone, flood, volcanic eruption or fire or landslide;

      2. Radioactive contamination or ionizing radiation;

      3. Strikes or boycotts (other than those involving the Business Provider, its franchisees or their respective employees/ representatives attributable to any act or omission of any of them) interrupting supplies and services of the Project for a period exceeding a continuous period of 7 (seven) days in an Accounting Year, and not being an Indirect Political Event set forth in Clause

hereof;

  1. Any judgement or order of any court of competent jurisdiction or statutory authority in India made against the Republic or the Business Partner in any proceedings for reasons other than failure of the Business Partner to comply with any Applicable Law or Applicable Permits or on account of breach thereof, or of any Agreement, or enforcement of this Agreement or exercise of any of its rights under this Agreement by Republic; or

  1. any event or circumstances of a nature analogous to any of the foregoing.

Indirect Political Force Majeure Events

For purposes of Indirect Political Event shall mean one or more of the following acts or events:

      1. An act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action, civil commotion or politically motivated sabotage which prevents execution of services and collection of Price by the Business Partner for a period exceeding a continuous period of 7 (seven) days in an Accounting Year;

      2. State wide or India wide strikes or industrial action which prevent execution of services by the Business Partner for a period exceeding a continuous period of 7 (seven) days in an Accounting Year;

      3. Any Indirect Political Event that causes a Non-Political Event; or

      4. Any event or circumstances of a nature analogous to any of the foregoing.







24. Consequences of Termination.

  • Any Termination under this Agreement Shall be without prejudice to the accrued rights of the parties. Termination shall not affect any rights which are expressed to continue after termination of the agreement. Example: Confidentiality.

  • Decision by Either Party to terminate the Partnership Agreement shall be made on the basis that all Customers / Clients / Merchandise registered with Republic at the time of the Termination decision being taken shall be able to complete the program and or carry forwarded directly by Republic. Both Parties are Obliged to take all reasonable steps to ensure these arrangements are adhered to.

  • Upon Termination of this Business Partnership Agreement, both the Republic and Business Partner shall cease to use any documents, signatures/logos, or materials provided to it by the other party, with the exception of these materials required to allow Customers and Clients already enrolled to complete the Programme and both parties shall cease to advertise as having any connection with the other party, in respect of this Business Partnership Agreement.

  • The Business Partner Shouldn’t Start or Be Part of the Business of any Kind similar to Republic for Next 24 Months either Directly or Indirectly.



25. Notices

Any notice or other communication under or in connection with this Business Partnership Agreement shall be in writing in the English language and shall be delivered by email and where indicated within the email by physical copy sent by pre-paid post (and air mail if overseas), to the party intended to receive the notice or communication at its address set out or such other address as that party may specify by notice in writing to the party giving the notice

In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given: -

    • if sent by electronic media, when notified by a read receipt

    • if sent by mail, other than air mail, two days after posting it;

    • if sent by air mail, seven days after posting it; and



Each party’s address for service is: -

For Republic One

Muditva Industries Private Limited
Plot. No 18, Mithila Nagar, Road No.12
Banjarahills, Hyderabad – 500 034


Marked for the attention of: Director of Republic One/ Citizen Service Centre.

For the Business Partner:

Agreed With Terms and Conditions of the Agreement is Signing Electronically.



Any party may (by notice) notify the other of any change to its address for service.



26. Disputes, Resolution and Arbitration

The parties will seek to resolve any dispute by negotiation and correspondence that, if necessary, will involve a representative of the Board of Governors at the Republic and a senior member of the Business Partner. In the event that a dispute cannot be so resolved, the parties agree to attempt to resolve the matter through mediation.

In the event that the matter cannot be resolved by negotiation or mediation as set out above, the parties agree to resolve the matter by arbitration within the meaning of the Arbitration Act, by which arbitration they will be bound.

Save where expressly stated to the contrary in this Agreement, any dispute, difference or controversy of whatever nature howsoever arising under, out of or in relation to this Agreement and so notified in writing by either Party to the other (the "Dispute") in the first instance shall be attempted to be resolved amicably in accordance with the conciliation procedure set forth herein below. Provided that the Party claiming dispute resolution shall issue a notice in writing at least thirty (30) days to the other Party informing it of its intention of initiating dispute resolution procedure.

If the Dispute is not resolved as evidenced by the signing of the written terms of settlement within 30 (thirty) working days of the aforesaid notice in writing, or such longer period as may be mutually agreed by the Parties, then the provisions shall apply.

Any Dispute which is not resolved amicably as provided herein above shall be finally decided by reference to arbitration of the Principal Secretary/Secretary (Law), Government. of Telangana. Such arbitration shall be held in accordance with the Rules of Arbitration of the Indian Council of Arbitration and shall be subject to the provisions of the Indian Arbitration and Conciliation Act, 1996 and any amendments thereto.

This Agreement and rights and obligations of the Parties shall remain in full force and effect pending the Award in any arbitration proceeding hereunder. The award when rendered shall be final and binding on both the parties.



AS WITNESS whereof this Business Partnership Agreement has been signed on behalf of the parties. The Agreement is a Tri-Part Agreement and need the Authentication of the Business Partner (Republic Centre), State Partner and Muditva Industries Private Limited.




23. DISCLAIMER


The Business Partner acknowledges that prior to the execution of this Agreement; the Republic has, after a complete and careful examination of the data made available by the Republic, Government and Concerned Authorities, made an independent evaluation of the Scalable resources in the respective States. Scope of the Project, Specifications and Standards and all the information shall be provided by Republic and has determined to its satisfaction the nature and extent of such difficulties, risks and hazards as are likely to arise or may be faced by the Business Partner in the course of performance of its obligations hereunder. The Republic makes no representation whatsoever, express, implicit or otherwise, regarding the accuracy, adequacy, correctness, reliability and/or completeness of any assessment, assumptions, statement or information provided by it and the Business Partner confirms that it shall have no claim whatsoever against the Republic in this regard.


The Business Partner acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth and hereby confirms that the Republic shall not be liable for the same in any manner whatsoever to the Business Partner or any person claiming through or under any of them.


The Parties agree that any mistake or error in or relating to any of the matters set for thin shall not vitiate this Agreement, or render it voidable.


In the event that either Party becomes aware of any mistake or error relating to any of the matters set forth, that Party shall immediately notify the other Party, specifying the mistake or error: provided, that a failure on part of Republic to give any notice pursuant and shall not prejudice the disclaimer of the Republic contained and shall not in any manner shift to the Republic any risks assumed by the Business partner pursuant to this Agreement.















GUIDELINES FOR IMPLEMENTATION OF THE



REPUBLIC ONE
CITIZEN SERVICE CENTRE



BY MUDITVA
Technical & Infrastructure



The Republic One: Background



Muditva (MIPL) has articulated the National E-Governance Strategy with the vision of providing all Individual, Private and Government services in an integrated manner at the doorstep of the citizen, at an affordable cost. The initiatives consist of Central, State and Integrated Mission Mode Projects (MMPs) along with other support components for rapid introduction of e-governance in the country.



The Republic One envisions a three-pillar model for delivery of web-enabled Anytime, Anywhere accessto information and services anywhere India.



Multi-Point and Multi-Location Connectivity, Government Schemes, Private Services as Approved by Republic, envisions Republic Ones as the Front-End Delivery Points for Government, Private and Social Sector Services to the Citizens, Merchandise and Businesses of India, in an Integrated Manner. The Objective is to Develop a Platform that can Enable Government, Private and Social Sector Organizations to align their Social and commercial goals for the for Benefit of the Individuals as well as the Businesses through a Combination of IT-Based as well as Non-IT Based Services.



Thus, Republic Ones Cant be Seen as mere Facility Delivery Points but is Sited as a Transformation Manager that would Promote Individual Well Being, Entrepreneurship, Build Capacities and livelihoods, enable community participation and collective action for Social Change - through a bottom up Model.



Taking Responsibility for such an enormous mission demands for active participation and close interaction amongst various contributors such as Private Organizations, Central Governments, State Governments, local bodies, opinion makers and agencies/ institutions involved or having interest, profitable or then areas/ markets.



Operational Context



The Republic One has a 3 Tier Implementation Frame Work.



  1. First Level Would be the Republic One front ending the Mission of Republic while Promoting the Entrepreneurship to Serve the Cluster Deeply Dense with People.

  2. The Second or Middle Level Would be Service Centre Agency Or District Monitoring to Operate, Manage and Build the Republic Ones Across the District.

  3. Third Level Would be the agency Designated for the State – SDA (State Designated Agency) to facilitate and Implementation of Republic One across and within the State and to Provide requisite policy, content and other Support to the SCAs.

The SCA Or Business Partner Shall Maintain a Model Centre, State level Studio Set Up for the NEWS Integration and Support Centre for MNN, Office Cum Training Centre with at least 3 Classrooms, Minimum of 3000 SFT Area, Required Lab Set Up, Trainers, Technical People IT Infrastructure and the Teams required to set up and Operate SDAs as well as to train and Place the People at PMKVY Scheme and a Studio Set Up for MNN.



Guidelines for SDAs / Republic One Set Up




S. No

Description

Detailed Requirement

1

Office Space / Shop / Location -

Neat and Clean Commercial Space of at least 200-300 SFT Is Required to Set Up, Promote and Operate the Republic One.

2

IT Infrastructure

2 System / Laptop with 15” Screen, 8GB RAM, 1TB Hard Disk, i3 / i5 Processor with CD/DVD Writer and 3 USB Connections.

3

All -In-One

Printer / Scanner and Copier

4

Connectivity

2 MBPS or Higher Connectivity Speed

5

Power Back Up

Complete Power Back Up Solution for at least 3 Hours of Operation.

6

Seating Arrangement

Well Designed Seating Arrangement for at least 3 People to Sit and Work Comfortably and 5 Visitors to Wait any Time.

7

Basic Amenities

Basic Amenities like Water etc.,l Must be Available all the Time.

8

Data Back Up

Dedicated HDD For Scheduled Data Back Ups.

9



10

Swiping Machine

Dedicated Swiping Machine for the Transactions at Republic One. Republic Will Supply Same as and when if Required.

11

Mobility

Able to Meet Clients at Multiple Locations or On-Sight Business Transactions.

12

Laser Printer

Laser Printer with 100 PPM

13

Document Safety

Lock-In / Lock-Out Facility to Ensure Privacy of Documents and Safe Keeping of them.

14

Smart Card Access

Smart Card Reader and Writer

15

Biometric Access

Single Finger Biometric / Thumb Access Reader.

16

Operating System

Windows 10 Home or Above

17

Laptop / Movable Medium

Laptop or Tablet with at least 10” or above for easy presentations.

18

Contact Number

A Dedicated Contact Number for Support & Services










Agencies


The National Level Service Agency. There are Significant Challenges in exploiting best Opportunities to Achieve economies of scale in the Identification, Customization and Implementation of the Physical and Digital Infrastructure required for the Project. Further, Many of the Potential Services would be added at the National Level. To Ensure and Enable the Quality of Specific Plans, Schemes, Programs and Services, Government as well as Private, Best Practices, Republic One Would be Appointing a National Level Service Agency.

In Addition to NLSA, SDA will Ensure the Day to Day Monitoring of Every Republic One through SCAs, in terms of Channeling, Support, content aggregation, etc. which is an integral Part of the Republic One Quality.



Roles of Various Agencies



Service Centre Agency: The Prime Driver

The SCA Would be the Prime Driver of the Whole Republic Eco System, which in turn be supported by NLSA and the Respective SDA To Implement Republic One in their Specified Geographical Locations. This Could Include Activities Such as Identifying the Required Applications and Services, harnessing the State Level Network, identifying, selecting and training the Republic Ones, Establishing the Republic Ones (either directly or through Entrepreneurs), supplying, aggregating and updating content.



The Success or Failure of the Republic One pivots to a large extent on the Business and financial Capabilities of the SCA, as the Scheme is not about rolling out the IT Hardware, but building Multi Crore Businesses in hitherto untapped and unchartered areas of the country, besides promoting Entrepreneurship and Involving Community Participation.



The Existing Kiosk Models are on Small Scale, the Republic One at the Scale is Proposed to be Implemented may pose a variety of Complex new issues in terms of financing, channel management, technology, integration with local community, etc. that may put the Republic One network at risk, if not supported by committed and financially strong SCA with adequate experience of working with communities. Consequently, the selection of the right SCA assumes significant importance for the State. It’s therefore recommended that the Selection of the SCAs should be undertaken with adequate care and caution, with appropriate support from NLSA.



The Republic One

The Republic One is the Key to Success of the Republic Operations. While Content and Services are Important, It is Republic One’s Entrepreneurial Ability that would Ensure Republic One’s Sustainability. A Good Republic One is Expected to have some Financial Strength, Entrepreneurial ability, Strong Social Commitment as well as respect within the Community. The Quality of Services at Republic One Would Depend a Great deal on the Quality of Republic Ones. Selection and Training of Republic Ones, therefore would Play a Vital role in making the Republic One a Success.



Major Role Envisaged for the Republic One (Muditva) as Fallows



  1. Setting Up a High-level Team for Overseeing the Implementation of Republic One. (NLSA)

  2. The NLSA would Oversee the Functioning on the SCA, SDA and Republic Ones with reference to the Republic One, Including the Process of Selection of SCAs.



State Designated Agency



Republic will Appoint SPoC and Provide all State level Support for Smooth Implementation of Republic Ones. The SDA Should be a Well-Established Board in terms of Community and Technical Strengths to Support, Understand and Promote all the Services being offered by Republic One.



As the Representative of the State, the SDA is Expected to Provide the necessary Training, Understand and policy level support to Republic Ones. Such Support can come in the form of appropriate Policies to Develop a Sustainable Framework for regulation, Promotion and ramp up of Government and Private Sector Services. Essentially the Role of the SDA would Primarily be to:



  1. Facilitate readiness of the State

  2. Provide Regulatory, Supportive Works at the State Level.

  3. Coordinate, Manage & Monitor the Receipt and Utilization of Support and Aid, Facilitate integration of the Schemes (Public & Private) into Republic One.

  4. Facilitate Training Capacity Building and awareness Campaigns.





Republic One Locations

The Aim of the Republic is to Establish 10,000-15,000 Republic Citizen Service Centers or Republic Business Centers Across the Country with an equitable spread. SDA work out the number of Republic Ones that would be established in each Block in the state based on the above parameter.



The District Monitoring Agency May be Given discretion to locate the Republic Ones anywhere within a Block within the overall ceiling arrived at, based on the criteria mentioned above. Wherever the State Partner Proposes to establish more Republic Ones than the above mentioned, Prior Written approval is Required from Republic. (Muditva)


Annexure III, IV, V, and VI is Updated time to time in WorkPlace and LQEH Groups. Key Contacts are Shared Personally Upon Creating and establishing the Republic Centre or the Republic Business Centre.