Mentor Agreement

This agreement is a binding between all the mentors/trainers hereinafter called “the Mentor” (or Respective Mentor with a prefix of the Associate e.g., MENTOR for Associate) through our associated core Associate members, whether they are directly registered with WARF or they fall under any of our registered associated Associate member, or the franchisee of our associated Associate members (hereinafter referred to as Associates) and WARF.

A person desirous of being appointed as the MENTOR to conduct various proprietary courses of Associate thro WARF at any branch worldwide and the MENTOR is desirous of accepting the appointment subject to the consent of the Associate and upon the terms and conditions herein below contained.

NOW IT IS HERE BY AGREED AS FOLLOWS:-

1. The franchisee hereby appoints the MENTOR as a tutor to conduct Associates’s courses and utilize the products of the Associate in the branch for the duration of 5 years and the Associate hereby consents to this present appointment.

2. The Franchisee shall determine the place of work and teaching time of the MENTOR and may at his discretion change or vary the place of work and the teaching time of the MENTOR from time to time.

3. The MENTOR shall pay a training fee of USD 4000 for providing training to Associates’ Students enrolled at the centre.
4. The substance, time and place of the said training course shall be determined and fixed by the Associate at its absolute discretion from time to time.

5. The MENTOR agrees and covenants with the Associate and the Franchisee that he/she shall:-
   1. attend and participate diligently and actively in the training course;
   2. assist the Franchisee in the Organisation and conduct of seminars, workshops, demonstrations, conferences and publicity programmes for the purpose of promoting, developing and advertising all the Associates’ courses for the said Branch;
   3. Act loyally and faithfully in all matters to the Associate and the Franchisee and obey the orders and instructions in relation to any particular matter act in the manner most beneficial to the Associate’s and/or the Franchisee’s interest;
   4. Promote in the said branch only the instructional and teaching materials as supplied by the Associate.
   5. Follow and conform to the methods and procedures set out in the Associates’ courses;
   6. Only use the Associate’s approved course material and products authorized by the associate and the Franchisee in all promotion seminars, conference, workshops and advertising campaigns and shall not conduct any unauthorized or similar type of promotions or courses within or outside the said branch;
   7. Expect as required for the conduct and promotion of the Associate’s Courses for his/her class(es), keep confidential all information including the concept and secret formula of the courses and educational materials at all times during and after the terms of this Agreement;
   8. Keep and maintain a full and proper student enrolment, attendance and progress registers for the students in his/her class or classes.
   1. Keep and maintain full and proper accounts of all registration fees and term fees collected from the students if authorized by the Franchisee to collect such fees on the Franchisee’s behalf and immediately pay to the Franchisee all terms fees collected from the students and shall not collect any other fees or charges from the students of the Associate’s courses unless expressly authorized by the Franchisee to do so;
   10. Allow the Franchisee and/or the Associate or their authorized representatives to inspect the books of accounts and registers kept by him/her and supply photocopies of the same to Franchisee or the Associate as and when request by the Franchisee or the Associate;
   11. Promptly bring to the notice of the Franchisee any information received by him/her about the Franchisee, the Associate and the Associate’s courses;
   50. To carry on all activities at the instruction of Franchisee

1. 1. 1. Not to assign transfer charge or any manner make over or purport to assign or transfer charge or make over the obligations or the rights or both under this Agreement or any part of this Agreement with out obtaining the prior consent in writing of the Associate and/or the Franchisee;
      2. In any case where consent has been given for the assignment or transfer of the obligations and benefit of this Agreement, will procure a written undertaking in such form as may be approved in writing by the Franchisee and the Associate, for the assignee or transferee to enter into a fresh agreement with the Franchisee and the Associate whereby such assignee or transferee assumes the obligation and will have the benefits of this Agreement;

1. 1000.  In all correspondence commercial documents and on the name plates or other signs describe himself/herself as a licensed MENTOR of the Franchise and shall not at any time describe himself/herself as the Associate’s or the Franchisee’s agent or representative;
   14. Shall not except as authorized by the Associate reveal to any person or Associate any of the trade secrets or confidential operation, processes or dealings or information concerning the organisation, business, finances, transactions or affairs of the Associate which may come to his/her knowledge during the subsistence of this Agreement and shall keep with complete secrecy all confidential information entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Associate or its business or may be likely so to do.

6. The MENTOR shall not permit any person to attend or remain in   his/her class unless the said person has already registered himself/herself as a student for the Associate’s Courses at the course branch(s) from the Associate through the Franchisee at the rates/prices fixed by the Associate which may also be revised by the Associate from time to time.

7. The MENTOR shall purchase all the course materials that he/she may need for the conduct of Associate courses at his/her class (es) and/or course branch(s) from the Associate through the Franchisee at the rates/prices fixed by the Associate which may also be revised by the Associate from time to time.

8. The MENTOR is prohibited from photocopying, imitating or reproducing any of the said course materials of the Associate in any manner whatsoever for the purpose of resale or any other purpose whatsoever.

9. The Associate shall have the right not withstanding anything to the contrary to vary without any notice:
   1. 1. the term fee payable by the students;
      2. the methods and procedures of conduct of the Associate’s courses and the contents of the instructional and teaching materials;
      3. the price payable by the Franchisee and MENTOR for the Mental-Arithmetic materials.

10. The Associate may for the sake of good order give written notice of any variation  made pursuant to paragraph 11(ii) hereof.

11.  (i) without prejudice to any other remedies, the Associate and/or the Franchisee may have against the Course Instruction, the Associate and/or the Franchisee shall have the right at any time by giving notice to the MENTOR to terminate this Agreement immediately and take over the MENTOR’s classes in any of the following circumstances.

1. if the MENTOR commits a serious breach of any of the fundamental terms or conditions of  this agreement;
2. if the MENTOR enter into any unlawful activities which damages Associate’s reputation.
3. if the MENTOR is guilty of any conduct which is prejudicial to the Associate’s and/or the Franchisee;
4. if there is default or undue delay on the part of the MENTOR in making payment due to the Franchisee;
5. if the MENTOR ceases to conduct and promote diligently the Associate’s products and concepts;

2. Except as provided in clause 11(i) herein, any party here of may terminate this Agreement at any time by giving to the other party three (3) months notice in writing sent by registered post or recorded delivery service to the office of the Associate or the last known address of the Franchisee or the MENTOR, as the case may be.

12. In the event of the Agreement herein being terminated upon   the happening of any of the events stated in Clause 11 above, the Associate and the Franchises shall not be liable to the MENTOR for loss of profits or for expenses incurred by the MENTOR in connection with his appointment as a MENTOR or his involvement in the Associate courses.

1. 1. The MENTOR shall indemnify and keep indemnified and keep indemnified the Associate and the Franchisee against any and all loss, damage or liability, legal fees costs incurred by the Associate or its authorized franchisee.
   2. In the event of default of provision 5d;5e;5f;7;8;13(d)  & 13(e) as set out  in the agreement, the Associate shall have the right to claim a compensation of USD 50,000 from the MENTOR.

13. Upon termination of this Agreement for any cause the MENTOR shall:-

1.  Promptly pay to the Franchisee all monies due from the MENTOR to the Franchisee;
2. promptly return to the Franchisee all instructional and educational materials, including materials issued by the Franchisee for the purpose of conducting the Associate courses then in the MENTOR’s possession or under his/her control.
3. Cease to describe himself/herself, in all correspondence and commercial documents and on the name plate or other signs, as the licensed MENTOR of the Associate and shall cease to use the name of the Associate or Associate  in any manner whatsoever;
4. Cease teaching at the Franchisee’s course branches; and if instructed by the Franchisee or the Associate, shall procure the resignation of his spouse or any of his relatives with immediate effect from employment in or the operation of any Associate courses or similar type of courses and concept and not to deal in any courses similar to Associate courses or any resemblance thereof for a period of Thirty (30) months after the termination of this Agreement or at the lend of any extension of this Agreement;
5. For a period of Thirty (30) months after the termination of this Agreement or any extension thereto, the MENTOR undertakes not to damage the goodwill of the Associate’s business and in particular not to solicit the students of the Associate courses nor to employ any employee or former employees of the Associate or Franchisee.

14. The cost of carriage, insurance and all other charges incurred in complying with the immediate preceding paragraph of this agreement shall be borne by the MENTOR.

15. No failure or delay on the part of the Associate and/or the Franchisee in exercising any power or right hereunder shall operate as a waiver thereof, nor any single or partial exercise thereof of any right or power preclude any further exercise thereof or the exercise of any other right or power herein.
16. The MENTOR shall not during the term of this Agreement himself/herself become a Franchisee and shall not by himself/herself or cause any other party to establish, operate and manage any ; course branch for the Associate courses.

17.  (a)The franchisee shall have the right to review the MENTOR’s performance in the promotion and conduct of the Associate courses before the expiry of this Agreement for an extension of this Agreement.

b) In the event of an offer by the Franchisee to extend this Agreement, the MENTOR may either accept or reject in writing the extension offer within fourteen (14) days of his receipt of the Franchisee’s written offer.

1. 3. A renewal fee in the sum to be agreed between the MENTOR and the Associate shall be paid to the Associate by the MENTOR if this Agreement is renewed at the end of the term hereby granted.

18. If the MENTOR prefers to withdraw from this contract he/she can do so with prior notice at least 2 months to the; Associate to enable the Associate to engage or to make alternative arrangements.

19. Time wherever mentioned shall be of essence to this Agreement.

20. Words importing the masculine gender only shall include the feminine and neuter genders, and words importing the singular number shall include the plural land vice-versa.

21. Words applicable to nature persons only shall also include any body of persons, firm or partnership, corporate or incorporate.

22. Any omission or indulgence given by the Associate and or the franchisee to the MENTOR, successors-in-title, permitted assigns and personal representatives shall not operate as a waiver ;of the terms contained herein.

23. The MENTOR shall abide by the Associate’s and/or the franchisee’s rules and regulations, which are subject to change at the Associate’s and/or the franchisee’s discretion as well as the Associate’s code of conduct.