MOU

MEMORANDUM OF UNDERSTANDING (MOU)

This MOU has been entered into, on __________________________________________

between

Reliance Infocomm

address

hereinafter referred to as RIM

and

3P Consultants (P) Ltd.

address B 1, Lok Bharati Complex, Marol Maroshi Road, Andheri (E), Mumbai- 400059

hereinafter referred to as GURU

RIM is India's foremost provider of mobile phone services. RIM has aggressive plans to provide a convergent Voice-Data-Text-Image communication to million of Individual and lakhs of Corporate subscribers, thru its Wireline and Wireless broadband network, covering the entire country.

GURU is India's leading executive search firm with a track record of headhunting and selecting hundreds of Senior-level executives for its corporate clients, during the last 14 years. Thru its websites 3pjobs.com / https://www.google.com/search?q=Recruitguru.com, it has pioneered the launch of e-recruitment business in India in 1997. GURU has the largest database of active and passive jobseekers of India.

OBJECTIVE / GOAL

The main purpose of this MOU is to make available to millions of jobseekers, job-related information (content) on their mobile phones, once-a-day, as an SMS alert.

An equally important objective is to enable these jobseekers to "APPLY ONLINE" (i.e. forward their resumes) to job advts of their choice, thru a simple click of their mobile-phones.

This is the immediate objective of this MOU, hereinafter described as JAM ( Job Alert Mobile ).

The long-term objective of this strategic alliance between RIM and GURU is to change the very fundamental character of recruitment process, first in India and next in the World. To bring this about, RIM and GURU will jointly develop and launch following services for jobseekers and employers:

Launch of https://www.google.com/search?q=World-Wide-Jobs.com (WWJ)

Job Alert Mobile (JAM)

Resume Received Acknowledgment ( RRA )

Interview-Call Intimation (ICI)

Candidate Alert Mobile ( For employers ) (CAM)

Video-Interview thru Reliance Webworlds / PCO booths

Video – Interview thru IPTV ( at homes )

Launch of Job – Channel ( TV )

Job-feeds to Edu. Institutes / Cybercafes

JAM (JOB ALERT MOBILE) PROCESS

Enclosed flow-chart describes the process to be followed by RIM and GURU, in delivering

"Job Alerts" to RIM subscribers (as a daily SMS)

"Resumes" to Corporate job advertisers (as "commanded" by jobseekers)

Thru this interactivity, the idea is to convert a mobile handset into a true "transaction tool".

RESPONSIBILITIES / OBLIGATIONS

GURU’s responsibilities will consist of developing necessary softwares / Website (WWJ) for

Downloading job-advts from various jobsites (Guru-spider)

Aggregating these job-advts and creating a structured / searchable database (Job Miner)

Allowing jobseekers to post their resumes on WWJ.COM and converting the same automatically (without human intervention) into structured / searchable database

Match-making the resumes of RIM subscribers with the job-advts uploaded during last 24 hours and automatically shortlisting a predetermined number of job-advts which best “match” the search-preferences prescribed by each RIM subscriber. (Guru Match)

Forwarding these “short-lists” to RIM for onward delivery, to concerned mobile-owners as SMS. (Guru Match)

Delivering to the concerned employers (job-advertisers), the resumes of RIM Subscribers (as an email), depending upon the “APPLY ONLINE” clicks carried out by RIM subscribers on their mobile-phones. This will be done only after online confirmation / authentication by RIM and after online crediting of GURU’s account with the money-value of GURU’s revenue-share. (Forwarder)

RIM’s responsibility will consist of,

Providing / making available to GURU, free-of-cost, the hardware / proprietary software that may be required for implementation of JAM. This may consist of ( but not be limited to ),

Servers for hosting of WWJ.COM

Servers for hosting of GURU’s proprietary softwares such as ( for offline / online processing )

* GURU-SPIDER

* JOB-GURU-MINER

* GURU-MATCH

* GURUMINE ( to convert a resume into a structured database)

* GURU AD

Networking equipments (such as Routers / Switches / Hubs / UPS etc.)

Proprietary third party softwares, such as

* Operating Systems

* Databases

* E-mail / Communications Softwares

* Firewalls / Spam Filters

* Browsers

These will be upgraded for higher versions, from time-to-time. RIM will upgrade these

Developing / Installing synchronised softwares for delivery of JAM as SMS and for billing / accounting / revenue-sharing.

PRICING / PAYMENTS / REVENUE-SHARING

There are, basically 2 content-deliveries which will be “priced” and be “payable” by RIM subscribers. These are:

Daily delivery of 10/20 job-alerts to each opting RIM subscriber of JAM, as an SMS on his mobile, once-a-day.

Delivery (as email) of resumes of RIM Subscribers to Employers (Corporate Advertisers) whenever an opting RIM Subscriber clicks “APPLY ONLINE” against a given JAM message.

In order to popularize the JAM service, it is decided, not to charge anything initially for A.

However, it is agreed to charge the RIM subscriber, Rs. 1/- ( Rupees One ), for forwarding his resume ( as email ), everytime he clicks “APPLY ONLINE” (i.e. for each job advt, which he selects to “apply”).

It is further agreed that JAM service ( content- delivery ) will be made available only to the PRE-PAID subscribers of RIM. This will encourage most of the existing POST-PAID subscribers to switchover to PREPAID mode, in order to avail of this killer application based on Mass-customization and ultimate portability convenience.

Restricting this content delivery only to the PRE-PAID subscribers, will

• Eliminate subscriber – defaults on payments
• Enable “Billing” software to compute and credit GURU’s account instantly / simultaneously with Guru’s revenue share.

It is further agreed that, in case of JAM application, the revenue earned by RIM, will be shared as follows with GURU

Quarter	GURU gets
1^{\text{st}} Quarter	40\% of revenue earned by RIM
2^{\text{nd}} Quarter	50\%
3^{\text{rd}} Quarter	60\%
4^{\text{th}} Quarter onwards	70\%

 

MARKETING

RIM agree to aggressively market JAM service amongst its mobile phone subscribers thru print and other electronic media such as TV / Internet etc.

ADVANCE

In order to speed-up the development and launch of JAM service to its mobile phone subscribers, RIM agrees to advance a sum of Rs. _______________ lakhs to GURU. GURU will use this amount to add resources to its development / testing team, so that the service could be launched as per timeframe laid down elsewhere in this MOU.

Although the amount advanced by RIM for this developmental effort is non-refundable, it will be adjusted from revenue share payments due to GURU at the rate of Rs. ________ per month.

TIME FRAME

RIM and GURU agree to collaborate towards development / testing / installation of JAM service so that the same can be commercially launched within 3 months of

date of signing of this MOU

or

date of payment of advance amount to GURU ,

whichever is later.

INTELLECTUAL PROPERTY RIGHTS

The proprietary softwares and content developed by GURU and deployed on the RIM hardware / network are the sole and exclusive intellectual property of GURU, to which RIM has no property rights.

In the event of expiry of this MOU / agreement in natural course or thru termination, RIM undertakes to cease and desist from using these softwares / databases / contents immediately upon such expiry / termination. RIM further undertakes, not to allow / grant / permit any third party to use GURU’s intellectual properties, either during the course of this MOU or after its expiry.

EXCLUSIVITY

This MOU / agreement between RIM and GURU is exclusive.

GURU undertakes not to enter into similar MOU / agreement with any other mobile-phone service provider in India. In turn, RIM undertakes not to enter into similar MOU / agreement with any other content-provider in India.

Residual Liabilities

RIM absolves GURU from liabilities arising out of any loss / damage suffered by itself or by its subscribers, as a result of JAM service or as a result of discontinuation of JAM service for whatsoever reason.

Dues to GURU, if any will be settled by RIM, within 30 days of this MOU’s natural expiry or its termination.

JURISDICTION

In case of any dispute between the parties concerned, the matter will be resolved under the jurisdiction of the Mumbai High Courts.