Master Training & Placement Contract
Contract Details
1. INTERPRETATION
1.1 Recitals hereinabove mentioned shall be construed and treated as an operative part of this Contract for all purposes.
1.2 Unless the context of this Contract otherwise requires (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof”, “herein”, “hereby” and derivative or similar words refer to this entire Contract; (iv) whenever this Contract refers to a number of days, such number shall refer to calendar days unless otherwise specified; (v) headings are used for convenience only and shall not affect the interpretation of this Contract; and (vi) references to the Recitals, Clauses and Appendices shall be deemed to be a reference to the recitals, clauses and appendices of this Contract.
2. DATE OF COMMENCEMENT OF TRAINING
The Specialist’s training and support with ScaleneWorks shall be deemed to have commenced on the Effective Date and shall continue until this Contract is terminated by either Party.
3. PRINCIPAL TERMS OF THE CONTRACT
3.1 Notwithstanding anything contrary contained in this Contract, all the terms and conditions herein shall be subject to the Specialist successfully passing the eligibility tests / criteria (if any) as may be required by ScaleneWorks for the purposes of being enrolled in the Programme (as defined under clause 6).
3.2 ScaleneWorks, CID and TRA reserve the right to add to the obligations / duties / responsibilities of the Specialist by way of a 3 days prior written notice to him/her in the event the same is deemed fit by ScaleneWorks for the purposes of meeting any of the requirements of the Client and/or in order to upgrade the training / Programme (as defined under clause 6). The Specialist agrees and acknowledges that such additional obligations / duties / responsibilities imposed upon him/her may be necessary for attaining the object of this Contract and he/she shall obey / perform such additional obligations / duties / responsibilities without any protest, conditions or delay. ScaleneWorks reserve the rights in all aspects.
3.3 The aim of the ScaleneWorks , CID, TRA and the Specialist is to close an employment contract for the Specialist with German employers. The Specialist will play a decisive role in this process. They must present all necessary documents and the corresponding Specialist and German language skills. He must convince his potential employer through interviews that he is suitable for a job in Germany. The Specialist acknowledges and understands that ScaleneWorks , as intermediary in the execution of this contract, does not guarantee employment in Germany for these reasons alone, but is dependent on the competent cooperation of the Specialist. Since the success of the placement depends primarily on the unconditional cooperation and on his own commitment, personal ambitions and abilities, specialist is not entitled to claim the right to a placement. As soon as he meets all the requirements and the employer agrees, he receives an employment contract either directly through them or ScaleneWorks. In case the Specialist received a confirmation from any Employer should intimate to Scalene Workl within 24 hours on receipt of the communication in any electronic means or physical document.
3.4 The Specialist agrees to be bound by (a) all the directions issued by ScaleneWorks , CIDor TRA from time to time; (b) all such rules and policies of ScaleneWorks applicable to specialists now or which may be made applicable in future.
4. PLACEMENT IN GERMANY
4.1 Subject to fulfilment of all (formal) job requirements including but not to recognition of professional qualifications, admission to the labour market and valid visa, it is intended to place the Specialist as an employee of the Client in Germany. Any job offered to the Specialist is subject to the legal requirements under applicable German law. Further, the terms and conditions of employment to be offered to the Specialist shall be comparable with those being offered to German employees of the Client (with similar qualifications, role, position etc.) with regard to salary, vacation entitlement (on average 27 days), health insurance, nursing care insurance, unemployment insurance, pension fund and other social benefits as per the general conditions for German employees of the Client. Notwithstanding the aforesaid, ScaleneWorks, CID or TRA do not assume any responsibility or liability in this regard.
4.2 ScaleneWorks may, at the request of the Specialist (if and to the extent possible), support the attainment of German citizenship together with his family members without acknowledging any liability in this respect.
4.3 The Specialist undertakes to work for the Client for at least 24 months of the effective date of his employment with the Client (“Minimum Contract Term“).
4.4 The Specialist agrees to work and be employed as a registered nurse or at such other position as may be offered by the Client. The Specialist shall receive a permanent employment contract with in most cases a probationary period of 06 (six) months.
4.5 In consideration of the satisfactory performance of the duties, functions and services rendered by the Specialist to the Client and subject to other terms and conditions agreed upon between the Specialist and the Client, the Specialist shall receive a basic monthly salary of at least EUR 2,500.00 gross plus allowances paid by the Client such as Christmas or holiday pay. Overtime will be paid with the usual surcharges. In the period between starting work, training, professional knowledge examination and receiving the confirmation certificate, the professional works as a nursing assistant and receives a minimum of € 2,100.00 gross.
4.6 The Specialist is aware and acknowledges that the Client is active in the area of the health care system in Germany.
4.7 If Specialist so wishes, he may apply for a permanent settlement permit and German citizenship (at his cost) after four years of work, if the necessary pre-requisites are met.
4.8 The specialist should render the service in diligent manner and adhere the internal norms of the client. In case any safety or security issues to the specialist should inform to the Client in time as per their protocol and may inform to ScaleneWorks, if not resolved in a timely manner as per the internal protocols and policy.
5. OBLIGATIONS Of ScaleneWorks
5.1 ScaleneWorks aims at finding an appropriate job for the Specialist in Germany as soon as he/she fulfils the requirements laid down under this Contract for the said purpose. Insofar as the Specialist wishes and requests for this, ScaleneWorks may also assist in the placement of the Specialist’s spouse in Germany. TRA will assist the specialist in bringing his/her spouse to Germany after a period of 9 months when the specialist has settled in Germany. It is a precondition that his/her husband or wife would have secured at least A1 preferred A2 German in India.
5.2 ScaleneWorks undertakes to provide the Specialist with precise information on all requirements and to provide the best possible support during the placement process through to employment.
5.3 ScaleneWorks undertakes to provide the Specialist with all necessary information in writing.
5.4 The Specialist understands that each prospective Client will perform its own interviews and subject the Specialist to its own due diligence process. A prospective Client may decline to offer a position to the Specialist as a result of its due diligence or for other reasons. The Specialist understands and agrees that ScaleneWorks shall not have any responsibility or liability in this regard.
5.5 On agreement to pursue the B1 and B2 language training on a full-time, in-person basis, the nurse may be eligible to claim a stipend.
6. PROGRAMME OVERVIEW / PROGRAM FLOW
6.1 The Specialist undertakes to adhere to the following programme sequence in the manner and style as may be directed by ScaleneWorks from time to time:
6.1.1 Participation in the selection process by providing all necessary documents, if necessary, at the assessment centre or otherwise.
6.1.2 The Specialist undertakes to acquire the necessary language skills (B2 including nursing terminology) in India and to take language tests only at institutions designated by ScaleneWorks .
6.1.3 If professional qualifications are also required, the Specialist will acquire them either in India (being their home country) or in Germany with the support of the TRA.
6.1.4 Participation in interviews (in person or via Skype/video conference) with ScaleneWorks and the Client (future employer).
6.1.5 As soon as the Specialist and the Client have decided on future cooperation, they will conclude an employment contract subject to such terms and conditions as may be imposed by the Client. The said employment contract will be subject to the Specialist fulfilling the necessary official requirements (recognition of professional qualifications, labour market admission, valid visa etc.), i.e. it will only become effective upon completion of these requirements. The term of the employment contract with the Client begins on the day the Specialist arrives in Germany and makes himself available to the Client.
6.1.6 As soon as all documents are available, translated, certified and stored in Certif-ID SkillPass Wallet, TRA will submit the said documents for the equivalence test for professional recognition in Germany.
6.1.7 TRA will submit the said documents for labour market admission in Germany to the competent authority.
6.1.8 The Specialist shall be required to take an appointment with the embassy/consulate responsible in India for the issuance of the required visa for Germany.
6.1.9 As soon as all necessary documents are available, the Specialist shall move to Germany.
6.1.10 In Germany, the Specialist will be supported by the Client and TRA in integrating him into the world of living and working in Germany (apartment, registration formalities at the registration office and the foreigners’ authority in Germany, opening of a bank account, mobile phone contract, etc.).
6.1.11 In Germany, the professional completes a 1-2 months training period, then the examination preparation course (2 month) and the professional knowledge examination (1 week). Afterwards, the professional travels to the employer again.
6.1.12 Since the certificate of professional recognition is issued by the authorities only after the preparatory course in Germany and passing the professional knowledge examination, the nurse starts as an assistant and the employment contract is converted into a contract for professionals as soon as the examination is passed and the certificate arrives
6.1.13 If the skilled worker does not pass the exam, he or she can retake it a second time. If they fail again, they have the option of completing a shortened 2-year training course and then working as a specialist.
(clause 6.1.10 to 6.1.13 together referred to as “Programm“)
6.2 The Specialist agrees and acknowledges that the description provided under clause 6.1 above is not exhaustive in nature and ScaleneWorks will from time to direct and guide the Specialist in this regard. The Specialist undertakes to adhere to all such directives and guidance as may be issued by ScaleneWorks for the successful completion of the Programme.
6.3 The Specialist agrees and undertakes to do all such acts and things including execution or signing of all such documents/instruments as may be required by ScaleneWorks for completion of the Programme.
6.4 The Specialist agrees and acknowledges that the Programme is currently based upon the requirements of the Client and the requirements concerning employability in Germany. In view of the same, ScaleneWorks shall at all times be entitled to modify, and amend the Programme in such manner as it may deem fit in the following events:
6.4.1 If there is a change in the requirements of the Client; or
6.4.2 If there is a change in applicable laws (concerning the Programme) in India or Germany; or
6.4.3 If there is a change in the labour market in Germany which may impact the feasibility of continuation of the Programme in the manner provided herein.
6.5 At the sole option of ScaleneWorks , the Programme and this Contract shall come to an end in the event: (a) the Specialist does not pass tests, exam, interview, etc. being a part of the Programme; or (b) the Specialist being ineligible to work in Germany for any reason including those related to immigration laws, visa, etc.; or (c) the Specialist being found to be unfit for the role of the registered nurse (or such other role as may have been agreed upon) on account of his ill health; or (d) the Specialist is unable to regularly attend the training(s) of the Programme; or (e) an act of violence, misbehaviour or that involving moral turpitude is demonstrated by the Specialist at any time during the Programme.
7. OBLIGATIONS OF THE SPECIALIST
The Specialist undertakes to do the following:
7.1 to carry out the Programme and attend all compulsory events organised by ScaleneWorks within the framework of the Programme responsibly and carefully and to take part in meetings as may be directed by ScaleneWorks .
7.2 to provide all necessary documents and instruments in the form requested by ScaleneWorks in order for the Specialist to be included in the Programme and to be able to go through the official processes.
7.3 to conclude an employment contract with the Client upon receipt of an offer from the Client. Further, the Specialist agrees and undertakes to be employed by the Client, subject to the successful completion of the Programme and for the Minimum Contract Term.
7.4 the Specialist expressly authorises ScaleneWorks , CID and TRA to carry out and supervise the professional recognition procedure, the labour market admission, the visa granting procedure and the procedure for obtaining the residence and work permit on his/her behalf.
7.5 to sign / execute all such documents and instruments as may be required to implement this clause.
7.6 to attend a German language course in India recommended by CID up to level B2 with an official certificate.
7.7 to provide an irrevocable Bank Guarantee/Equivalent Deposit to cover the costs of language training, to be cashed in the result that the specialist does not start work with the client in Germany. The Bank Guarantee/Equivalent Deposit is in the amount of INR 20,000. The deposit will be refunded in full following the completion of the first 3 months of employment in Germany.
7.8 to attend specialist training courses in India specified by Scalene Works. No additional costs are incurred by the Specialist for this.
7.9 to cooperate fully in scheduling and appearing for confirmed interviews with the Client and ScaleneWorks .
7.10 the specialist has to remit in case any expenses incurred/spent by ScaleneWorks on behalf of the Speciality to fulfil the domicile requirements or norms within 2 days from the date of request by ScaleneWorks.
7.11 The Specialist has to contact designated personnel of ScaleneWorks to communicate or assistance
7.12 The Specialist can avail the facility which is providing by the Client/CID/TRA. In case specialist would like to make his/her own arrangements for Stay or any others for his/her personal requirements only at his/her own cost. In such a case ScaleneWorks/Client/CID/TRA are not responsible for safety & security.
8. REPRESENTATION AND WARRANTIES BY THE SPECIALIST
8.1 The Specialist hereby represents and warrants to ScaleneWorks that:
8.1.1 fulfils the criteria of a skilled worker and has a professional degree of Bsc Nursing, General Nurse and Midwivery Diploma (GNM).
8.1.2 has obtained an official qualification in India entitling him to pursue the profession of registered nurse and that he has provided, and will continue to provide, complete, accurate, and necessary information regarding his qualifications and background to ScaleneWorks .
8.1.3 has completed all the necessary work placements and practical examinations required to obtain the above qualification.
8.1.4 has no criminal record, neither in his home country nor in Germany.
8.1.5 is healthy and fit to perform the job of a registered nurse (or such other role as may have been agreed upon).
8.1.6 has read and understood the information on the Programme and that he agrees to the conditions, content and procedure of the Programme. In this regard, he further confirms that (a) he is executing this Contract of his own free will and without relying upon any statements made by ScaleneWorks or any of its representatives, agents or employees; and (b) this Contract is in all respects reasonable and necessary to protect the legitimate business interests of ScaleneWorks .
8.1.7 has the necessary motivation, will and competence to complete the Programme, to learn the German language to the extent necessary for enabling him/her to work in Germany, including other education / qualifications in German, and that he will learn all the necessary theoretical and practical skills necessary to live and work permanently in Germany.
8.1.8 has all requisite power and authority and does not require the consent of any third party to enter into this Contract and grant the rights provided herein. Specialist further confirms that the execution, delivery, and performance of this Contract by him/her does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which he/she is a party or any judgment, arbitration award, order or decree to which he is subject.
8.1.9 will not execute any instrument or grant or transfer any rights, titles and interests inconsistent with the terms and conditions of this Contract.
8.1.10 has disclosed all material and relevant information which may either affect his enrolment in the Programme or his employment with the Client. It is expressly agreed by the Specialist that if, at any time during the Programme, ScaleneWorks becomes aware that the Specialist has suppressed any material or relevant information required to be disclosed by him, ScaleneWorks reserves the right to forthwith terminate this Contract without any notice and the provisions of liquidated damages as contemplated under clause 8.2 shall apply.
8.1.11 has not and will not engage in any conduct that:
8.1.11.1 is ScaleneWorks mental to the interests of ScaleneWorks ;
8.1.11.2 would negatively affect ScaleneWorks relationship with any prospective Clients;
8.1.11.3 will bring disrepute or negatively affect ScaleneWorks general reputation or business standing;
8.1.11.4 will negatively impact his own reputation or qualification for prospective training and employment.
8.2 The Specialist is aware of and agrees that breach of any of the provisions of this Contract by him or any misrepresentations or if any of these conditions are not met or if false representation / statements are found to be made by him, ScaleneWorks is entitled to exclude him immediately from the Programme and to terminate this Contract without any notice. Furthermore, in the event of breach of any of the representations and warranties made herein the Specialist shall be liable to compensate ScaleneWorks with an amount equivalent defined under 10. by way of pre-determined liquidated damages. The Specialist acknowledges that the said liquidated damages are intended to be a genuine and reasonable estimate of the damages that ScaleneWorks is likely to suffer in case of the said breach and accordingly shall not be considered a penalty. Subject to applicable laws, the right of ScaleneWorks to claim higher damages shall remain unaffected.
9. CONSIDERATION
9.1 In return for the services provided by ScaleneWorks and TRA and the supporting parties and for payments made in advance for the Specialist (translations, professional recognition, training and examination in Germany, labour market approval, integration support, etc.), the specialist undertakes to pay TRA in Germany a contribution of EUR 5,400.00. This amount shall be paid directly from his salary in monthly instalments by salary assignment of EUR 150.00 to TRA for six months and the balance amount financed by a German bank or employer or employee paid directly to TRA. TRA reserves the right to specify the payment method.
9.2 The Specialist agrees and undertakes not to make any claim whether statutory, contractual or otherwise in relation to the monthly contribution deducted by ScaleneWorks or the Client. The Specialist hereby relinquishes all the rights and entitlement he may have or which he could have claimed with respect to the monthly contribution.
10. CONSEQUENCES OF EARLY TERMINATION OF PARTICIPATION
10.1 If the Specialist terminates his participation in the Programme for any reason, he shall be obliged to make the following payments to ScaleneWorks in order to reimburse the costs incurred and damages suffered by ScaleneWorks :
10.1.1 EUR 5.500,00 if the Specialist does not start work with the Client in Germany after having already received the required visa for Germany;
10.1.2 EUR 13.400 plus the costs of translation, professional recognition, visa issuance, transfer and certification of documents if the Specialist terminates his employment with the Client within the first three months.
10.2 The Specialist acknowledges that the aforesaid said amounts are intended to be a genuine and reasonable estimate of the damages that ScaleneWorks , CID or TRA are likely to suffer in case of the termination of this Contract and the same shall not be considered to be a penalty.
10.3 Clause 10.1 shall not apply if the Specialist terminates the employment agreement with the Client for cause in compliance with the terms and conditions of his employment agreement and the applicable German law.
11. ENTITLEMENT TO EMPLOYMENT SERVICES
After expiry of the Minimum Contract Term with the first Client, the Specialist is entitled to use the services of ScaleneWorks or TRA for other placings as per the terms mutually agreed between ScaleneWorks and TRA respectively and the Specialist.
12. ASSIGNMENT /CESSION
12.1 The Specialist is aware and agrees that ScaleneWorks is entitled to assign all claims arising from this Contract to any person including but not to TRA.
12.2 Any liability / losses suffered by any of ScaleneWorks ‘s affiliates, members, group companies and TRA shall be deemed to have been suffered by ScaleneWorks and ScaleneWorks shall be entitled to claim all such losses and damages for and on behalf of its affiliates, members, group companies and TRA from the Specialist.
13. DATA
ScaleneWorks may, in connection with the Specialist’s training and placement, receive personal data relating to him or third parties associated with him (such as spouse or children). Such data may be received from the Specialist, or from other sources, and some personal data may be recorded directly or indirectly by internal security systems or by other means. Subject to the applicable laws in India and Germany, ScaleneWorks may process such data for relevant and purposes not limited to below. By signing this Contract, the Specialist expressly consents that:
13.1 the collection and processing of his personal data by ScaleneWorks , CIDand TRA; and
13.2 worldwide transfer of his personal data held by ScaleneWorks , CID and TRA to third parties where disclosure to such third parties is required in the normal course of business or under applicable laws or for meeting the purpose of this Contract.
13.3 ScaleneWorks have all right to use the data for any purpose including employment, training, product upskill, advertisement, marketing, branding, broachers, credentials for demo with Clients.
14. RELATIONSHIP/LIABILITY
14.1 The relationship between the Parties shall always be on a principal to principal basis and nothing in this Contract should be construed to create a partnership, joint venture, agency or employer-employee relationship between the Parties. The Specialist shall not represent himself as an agent of ScaleneWorks , CID or TRA or as being connected with and/or in the business of ScaleneWorks , CID or TRA.
14.2 In no event shall the Specialist be deemed to be an employee or agent of ScaleneWorks , CID or TRA. The Specialist shall not be entitled to salaries, wages, remunerations, employment benefits and/or any statutory or other payments payable to employees from ScaleneWorks and/or CID and/or TRA.
14.3 The Specialist hereby releases and forever discharges ScaleneWorks , fellow subsidiaries, affiliated / group companies and each of their directors, officers, successors, employees, agents, representatives and assigns, CID and TRA (“Released Parties”) absolutely and forever from any and all claims, actions or causes of action of any nature whatsoever related to his employment with the Client or the cessation thereof.
14.4 The Specialist undertakes (a) not to file any complaint, claim, grievance or lawsuit against any of the Released Parties; and (b) not to implead and involve the Released Parties in any legal proceeding whatsoever in connection with any dispute, claim or allegation he/she may have against the Client.
14.5 Notwithstanding anything contrary contained herein, under no circumstances, whatsoever, ScaleneWorks shall be liable or responsible for or towards any payment or any compensation (including any compensation on account of injury or death) of any nature to the Specialist during the term of this Contract or thereafter.
15. INDEMNITY
15.1 To the fullest extent permitted by law, the Specialist shall indemnify and keep ScaleneWorks, CID and TRA safe, harmless and indemnified against all losses, costs, expenses, (including legal expenses) damages, proceedings and claims (“Actions”) suffered or incurred by ScaleneWorks and/or CID and/or TRA in connection with the performance or non-performance of his/her obligations under this Contract and/or any breach or default of the terms hereof by the Specialist and/or any acts of commission or omission on the part of the Specialist. The Specialist further undertakes to indemnify and keep indemnified ScaleneWorks , CID and TRA against any Action:
15.1.1 based on any negligent act or omission or wilful conduct or misconduct of the Specialist which results in: (i) any bodily injury, sickness, disease or death; (ii) any injury or destruction to tangible or intangible property or any loss of use resulting therefrom; or (iii) any violation or breach of applicable laws;
15.1.2 on account of violation of intellectual property rights by the Specialist, including infringement of any third party intellectual property rights; and
15.1.3 based upon employer-employee relationship between the Specialist and the Client.
16. TERM AND TERMINATION
16.1 This Contract shall come into force on the Effective date and shall continue to be in full force and effect until expiry of the Minimum Contract Term.
16.2 Ordinary termination is excluded for both the Parties.
16.3 Notwithstanding clause 16.2 and subject to the right of ScaleneWorks to terminate this Contract under other clauses of this Contract, ScaleneWorks shall also be entitled to terminate this Contract forthwith in the following events:
16.3.1 If the Specialist has made false or misleading statements under Clause 8 of this Contract, or
6.3.2 If the Specialist does not fulfil his obligations arising from this Contract or does not fulfil part of these obligations within a reasonable period of time, or
6.3.3 If the Specialist does not comply with any applicable laws, rules or regulations; or
6.3.4 If the Specialist does not follow instructions issued by ScaleneWorks , or
6.3.5 If the Specialist violates essential provisions of this Contract in any other way.
6.3.6 If the specialist violates the domicile law/requirement or non fulfilment of obligations of released parties
16.4 Any notice of termination must be in writing to be effective.
16.5 All provisions of this Contract which are by their terms or by their nature intended to survive termination of this Contract shall so survive the termination of this Contract.
17. CONTACT WITH CLIENTS
Except with regard to negotiating employment terms after an offer has been made, the Specialist shall not approach during the Programme any Client or prospective Client other than through ScaleneWorks . Specialist shall not solicit any activity without the consent of ScaleneWorks.
18. COSTS AND EXPENSES OF THE SPECIALIST
The Specialist shall be solely responsible for his costs incurred by him/her while pursuing the Programme including but not to expenses related to interviews or other meetings with a Client, and in providing proof of qualifications while ScaleneWorks attempts to place the Specialist with a Client.
19. OWNERSHIP/ COPYRIGHT
19.1 Excluding third party course materials, ScaleneWorks owns all copyrights, patents, trade secrets, trademarks and other intellectual property rights, title and interest in or pertaining to the courses in the course catalogue and all other services developed by ScaleneWorks for the purpose of this Contract. No resale, providing the materials without cost to known or unknown person, reproduction, transfer or re-export of the course(s) content is authorized without the prior written consent / authorization of ScaleneWorks .
19.2 Copyrights for third party course materials, including books, training materials and resources, video lectures (live and recorded) and other intellectual property rights, trademark, title and interest in or pertaining to course materials is owned by the respective third party. No resale, providing the materials without cost to known or unknown person,transfer, reproduction or re-export of the course(s) content is authorized without the prior authorization of ScaleneWorks and/or the third party for such courses offered by ScaleneWorks .
19.3 From time to time, the Specialist will be given due permission to download soft copies of course material, assignments, case studies or other training materials as appropriate and as communicated to the Specialist by ScaleneWorks . Such materials will be for the Specialist´s personal and non-commercial use only and the related proprietary rights prohibit the Specialist from copying or reproducing, transmitting or re-transmitting, distributing ScaleneWorks , disseminating, selling, publishing or republishing, broadcasting, posting, modifying, uploading or circulating any such material to anyone, unless the Specialist has executed a separate written license agreement with ScaleneWorks .
19.4 All the video content and lectures (both live and recorded) made available during the course of a given program are copyrighted by ScaleneWorks or the respective third party and are subject to the following conditions:
19.4.1 Unauthorized copying of such video lectures/session, software and other internet content is theft and the Specialist agrees that
19.4.1.1 He/she will not copy or duplicate the video lectures/session/file in any manner.
19.4.1.2 by entering into this Contract, he/she binds himself to use ScaleneWorks ’s video lectures/session/file for personal learning purposes only.
19.4.2 Unauthorized access, copying, distribution ScaleneWorks , modification, display, reproduction or other unauthorized use of copyrighted works that includes video lectures/session/file and other such course related material by the Specialist may constitute an infringement of the copyright holders’ rights and may result in civil litigation and criminal prosecution.
20. CONCLUDING PROVISIONS
20.1 OBLIGATION TO SECRECY
The Parties shall treat the contents of this Contract as confidential unless statutory disclosure obligations exist or the other Party has given its consent to the disclosure. The Parties shall adhere to the obligations with respect to confidentiality and non-disclosure of confidential information which they have received from each other, unless such information is publicly known or generally available or the other Party has given its consent to the disclosure of the information.
20.2 ENTIRE CONTRACT AND WRITTEN FORM CLAUSE
20.2.1 This Contract and its annexes (if any) embody the entire contract between the Parties. The Parties acknowledge that this Contract supersedes all oral or written, prior or contemporaneous agreements / contracts between the Parties and that no ancillary or further agreements / contracts have been entered into relating to matters governed by this Contract.
20.2.2 Amendments and supplements to this Contract must be made in writing in order to be effective and signed by a proper and duly authorised officer of the Party to be bound thereby. The amendment of this written requirement can also only be made in writing.
20.2.3 All provisions of this Contract shall be severable, and no such provisions shall be affected by the invalidity of any other provision to the extent that such invalidity does not also render such other provisions invalid. Should a provision of this Contract and/or its amendments or supplements be invalid, this shall not affect the validity of the remainder of the Contract. If any provision of this Contract shall be susceptible of two interpretations, one of which would render the provision invalid and the other of which would cause the provision to be valid, such provision shall be deemed to have the meaning which would cause it to be valid. The Parties undertake to work towards replacing the invalid provision with a valid provision that comes as close as possible to the economic intention.
20.2.4 This Contract is being executed in English.
20.3 FORCE MAJEURE
21.3.1 Serious events, in particular labour disputes, riots, war or terrorist conflicts, pandemic, strike, any other natural calamities, which have unforeseeable consequences for the performance of the services shall, release the Parties from their obligations to perform for the duration of the disturbance and to the extent of their effect, even if they are in default.
20.3.2 This does not involve automatic contract termination. The Parties are obliged to inform each other immediately of such an obstacle and to adapt their obligations to the changed circumstances in good faith.
20.4 WAIVER
The waiver by either Party of a breach or violation of any provision of this Contract shall not operate as or be construed to be a waiver of any subsequent breach hereof.
20.5 CHOICE OF LAW AND PLACE OF JURISDICTION
20.5.1 The applicable substantive law for this Contract is the law of India.
20.5.2 Any dispute, difference, controversy, claim or breach arising out of or in relation to this Contract (including a dispute as to the interpretation, implementation, existence or validity hereof) shall be finally and exclusively settled in accordance with the Arbitration & Conciliation Act, 1996, India, including any amendment, re-enactment or statutory modification, which shall be deemed to have been incorporated herein, by binding arbitration by one (1) arbitrator appointed by mutual agreement of the Parties or, in the event no such agreement is obtained within 30 (thirty) days as of a respective request for appointment by either Party, then either Party may approach the court having jurisdiction to appoint the sole arbitrator. The seat and place of arbitration shall be Bangalore. The language of arbitration shall be English. The arbitration award shall be given in writing and shall be final and binding on the Parties.