Draft Master Rights Agreement AND MOU
Budget: ₹600 – ₹1,500 INR
DRAFT MASTER RIGHTS AGREEMENT (MRA)
Between Mount Dios Educational Society (MDES) and Vizag Sports Management Private Limited
(VSM)
1. PARTIES
This Master Rights Agreement (“Agreement”) is made and entered
• Mount Dios Educational Society (MDES)
and
• Vizag Sports Management Private Limited (VSM.
2. PURPOSE
MDES grants VSM the exclusive right to build, maintain, operate, and commercially manage all
designated sports facilities and related infrastructure within the Mount Dios International School
premises, in exchange for revenue share and other obligations under this Agreement.
3. TERM
• Initial Term: 15 years commencing from the Effective Date.
• Extension: 10 years on mutually agreed terms.
4. DEVELOPMENT & INVESTMENT
• VSM shall invest approximately ₹4.5 Crores (with permissible variation up to 15%) to design,
construct, and complete the facilities within 18 months.
• Facilities include football ground, cricket ground, swimming pool, badminton courts, boxing,
running tracks, basketball court, table tennis, multi-purpose hall, and gym.
• Detailed construction schedule with milestones shall be attached as Schedule A.
5. REVENUE & FINANCIALS
• MDES shall receive 35% of the gross revenue generated from the facilities.
• VSM shall receive 15% commission on each student enrolled in MDIS through VSM’s
channels.
• Profit share allocation to MDES’s nominated director will be in line with the NDA.
6. RIGHTS & MANAGEMENT
• Exclusive Rights: VSM shall have exclusive rights to operate and commercially exploit all
facilities, including multipurpose halls, during and beyond school hours.
• Administration: MDIS sports department will fall under VSM’s operational management.
• Commercial Activities: Multipurpose hall and facilities may be used for full-time commercial
purposes under VSM’s discretion.
7. EDUCATION & STUDENTS
• Students recruited through VSM shall mandatorily receive education through MDIS.
• VSM shall provide hostel facilities to students admitted via its academy, meeting MDIS
standards in accommodation, food, security, health care, and extracurriculars.
8. TERMINATION & COMPENSATION
• Mutual Termination / Government Intervention: MDES must refund VSM’s investment
amount (adjusted for depreciation).
• Termination by MDES Board: MDES must refund VSM’s investment plus two years’ average
revenue (as per audited books).
• Termination due to Sale of School: MDES must refund VSM’s investment plus two years’
average revenue and provide a six-month notice for clearance.
• Early Notice Clause: Six months’ notice is mandatory in case of sale or transfer of school
premises.
9. SPONSORSHIP & PROMOTION
• MDES shall sponsor VSM teams (I-League, Youth League, etc.) by providing uniforms, travel,
and related support.
• MDES will be granted co-sponsorship rights and promotional opportunities at official
events.
10. GOVERNANCE
• MDES shall appoint one board member/director in VSM’s board.
• Profit-sharing to such director shall be handled per the NDA agreement.
11. CONFIDENTIALITY & NON-COMPETE
• Both parties agree to maintain strict confidentiality of shared information.
• MDES shall not grant similar rights to any third party for the duration of this Agreement.
12. FORCE MAJEURE
• In case of force majeure events (natural disasters, government intervention, etc.), both
parties shall be relieved of obligations.
• However, MDES shall remain liable to compensate VSM for completed investments and
future obligations as set out herein.
13. DISPUTE RESOLUTION
• This Agreement shall be governed by Indian law.
• Jurisdiction: Visakhapatnam, Andhra Pradesh.
• Disputes shall be resolved first by mediation, failing which by arbitration under the
Arbitration and Conciliation Act, 1996.
14. INDEMNITY
• MDES shall indemnify and hold harmless VSM against any loss arising from MDES’s breach,
negligence, or wrongful termination.
• VSM shall indemnify MDES against any third-party claims caused by VSM’s negligence.
15. ENTIRE AGREEMENT
This Agreement constitutes the full understanding between the parties and supersedes all prior
discussions or arrangements.
Between Mount Dios Educational Society (MDES) and Vizag Sports Management Private Limited
(VSM)
1. PARTIES
This Master Rights Agreement (“Agreement”) is made and entered
• Mount Dios Educational Society (MDES)
and
• Vizag Sports Management Private Limited (VSM.
2. PURPOSE
MDES grants VSM the exclusive right to build, maintain, operate, and commercially manage all
designated sports facilities and related infrastructure within the Mount Dios International School
premises, in exchange for revenue share and other obligations under this Agreement.
3. TERM
• Initial Term: 15 years commencing from the Effective Date.
• Extension: 10 years on mutually agreed terms.
4. DEVELOPMENT & INVESTMENT
• VSM shall invest approximately ₹4.5 Crores (with permissible variation up to 15%) to design,
construct, and complete the facilities within 18 months.
• Facilities include football ground, cricket ground, swimming pool, badminton courts, boxing,
running tracks, basketball court, table tennis, multi-purpose hall, and gym.
• Detailed construction schedule with milestones shall be attached as Schedule A.
5. REVENUE & FINANCIALS
• MDES shall receive 35% of the gross revenue generated from the facilities.
• VSM shall receive 15% commission on each student enrolled in MDIS through VSM’s
channels.
• Profit share allocation to MDES’s nominated director will be in line with the NDA.
6. RIGHTS & MANAGEMENT
• Exclusive Rights: VSM shall have exclusive rights to operate and commercially exploit all
facilities, including multipurpose halls, during and beyond school hours.
• Administration: MDIS sports department will fall under VSM’s operational management.
• Commercial Activities: Multipurpose hall and facilities may be used for full-time commercial
purposes under VSM’s discretion.
7. EDUCATION & STUDENTS
• Students recruited through VSM shall mandatorily receive education through MDIS.
• VSM shall provide hostel facilities to students admitted via its academy, meeting MDIS
standards in accommodation, food, security, health care, and extracurriculars.
8. TERMINATION & COMPENSATION
• Mutual Termination / Government Intervention: MDES must refund VSM’s investment
amount (adjusted for depreciation).
• Termination by MDES Board: MDES must refund VSM’s investment plus two years’ average
revenue (as per audited books).
• Termination due to Sale of School: MDES must refund VSM’s investment plus two years’
average revenue and provide a six-month notice for clearance.
• Early Notice Clause: Six months’ notice is mandatory in case of sale or transfer of school
premises.
9. SPONSORSHIP & PROMOTION
• MDES shall sponsor VSM teams (I-League, Youth League, etc.) by providing uniforms, travel,
and related support.
• MDES will be granted co-sponsorship rights and promotional opportunities at official
events.
10. GOVERNANCE
• MDES shall appoint one board member/director in VSM’s board.
• Profit-sharing to such director shall be handled per the NDA agreement.
11. CONFIDENTIALITY & NON-COMPETE
• Both parties agree to maintain strict confidentiality of shared information.
• MDES shall not grant similar rights to any third party for the duration of this Agreement.
12. FORCE MAJEURE
• In case of force majeure events (natural disasters, government intervention, etc.), both
parties shall be relieved of obligations.
• However, MDES shall remain liable to compensate VSM for completed investments and
future obligations as set out herein.
13. DISPUTE RESOLUTION
• This Agreement shall be governed by Indian law.
• Jurisdiction: Visakhapatnam, Andhra Pradesh.
• Disputes shall be resolved first by mediation, failing which by arbitration under the
Arbitration and Conciliation Act, 1996.
14. INDEMNITY
• MDES shall indemnify and hold harmless VSM against any loss arising from MDES’s breach,
negligence, or wrongful termination.
• VSM shall indemnify MDES against any third-party claims caused by VSM’s negligence.
15. ENTIRE AGREEMENT
This Agreement constitutes the full understanding between the parties and supersedes all prior
discussions or arrangements.