07 JULY 2005

MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is made at New Delhi on 7^th July 2005.

BETWEEN

INDIAN SOCIETY FOR TECHNICAL EDUCATION (ISTE), having its Office at Shaheed Jeet Singh Marg, New Delhi – 110 016 acting through its Executive Secretary (herein after referred to as ISTE, which expression shall mean and include its successors and assigns) of the one part.

AND

The Institution of Electronics and Telecommunication Engineers (IETE) having its registered Office at 2, Institutional Area, Lodhi Road, New Delhi – 110 003 acting through its Secretary General (hereinafter referred to as “IETE” which expression shall include its successors and assigns) of the other part.

WHEREAS

ISTE and IETE have agreed to collaborate for the common mission towards the spread of technical education.

Where as to benefit IETE students.

A. IETE is desirous of developing Interactive Educational Modules i.e., content development and use it for their e-learning process through agencies, which will undertake the said work.

B. ISTE has agreed to undertake the said work as proposed by the IETE.

NOW THEREFORE THIS MEMORANDUM OF AGREEMENT WITNESSES AS FOLLOWS:

1. ISTE warrants that the work is original except for such excerpts included with the permission of the copyright owners thereof, that it contains no libelous statement, that it contains nothing unlawful, and does not infringe upon any copyright, trademark, patent, statutory right, proprietary right of others.

2. That ISTE will get the manuscript developed and vetted and provides the manuscript to IETE in Electronic Format.

3. The process of converting each Module will involve the following:

§ Acquiring a softcopy of the Module (PageMaker file, MS word file, etc.)

§ Developing an Interactive Instructional Design for each Module.

§ Developing the same on an interactive platform.

4. The development will be on Macromedia FLASH MX Professional. The Instructional Designer will create a storyboard around the Module itself and will include a detailed guide to show how the Module will be developed. The Instructional Design will have 5 elements; Video, Voice-overs (VOs), text, graphics and animations. The Instructional Design will serve as the script for the Interactive Module.

5. Each instructional design will be submitted to IETE for approval and there after converted to the interactive medium. This process will involve recording of Video, VO, sourcing graphics and developing animations.

6. A timeline will also be submitted per module to indicate the time required. The entire interactive medium will require additional software such as FLASH Pro, SWISH and FLASH Draw. Each Module should take 15-20 working days.

7. Eventually all Modules will be bundled together and an interactive homepage will be developed per learning material. This will then be delivered to IETE as CBT on CD/VCD and as WBT in SCORM format. These Interactive Modules will be in English only and can later be converted to other languages at an additional charge.

8. All the material developed by ISTE will contain the name and logo of ISTE and IETE.

9. That ISTE will have the first preference for modifying and updating the materials developed by them on behalf of IETE but in case of refusal, the IETE may give it to any Agency of its choice.

10. Not withstanding the above, if either party commits a breach of the terms of the Agreement, and the said breach is not remedied/rectified within thirty days from the date of Notice by other party, the affected party may terminate the Agreement by giving thirty days notice in writing. However, the accounts of the party will be settled within thirty days thereafter. The work under development shall, however, be completed by ISTE.

11. The payment to be made to the ISTE will be finalized on Project to Project keeping in view the work involved for each Project undertaken.

12. That any dispute or difference arising between the parties shall be decided amicably.

13. Both parties have agreed that the matter in dispute may be referred to an Arbitrator mutually appointed by both parties, if need be.

14. This Agreement will remain in force for a period of THREE years from the date of signing. However, it can be extended further with mutual consent.

IN WITNESS WHEREOF the parties have set their hands on the day, month and year first above written.

___________________________________ _____________________________

Signature Signature

Lt Gen D P Sehgal Prof R S Nirjar

PVSM, AVSM, VSM (Retd)

Designation : President Designation : President

THE INSTITUTION OF ELECTRONICS INDIAN SOCIETY FOR TECHNICAL

AND TELECOMMUNICATION ENGINEERS EDUCATION

WITNESS

1. ______________________________ 2. ______________________________

Maj Gen C M Logani, VSM (Retd)

Secretary General, IETE