MEMORANDUM OF UNDERSTANDING (MoU)

This Memorandum of Understanding (the "MoU") is entered into on this ____ day of February, 2026, by and between:

PARTY 1: Vadiva Creative Labs / Tarcin Labs
A registered educational technology and event management organization, having its principal place of business at ________________________ (Hereinafter referred to as "Tarcin/Vadiva" or the "Service Provider", which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns).

AND

PARTY 2: The Velammal Educational Trust
Representing the Velammal Group of Schools (inclusive of all participating campus branches), having its principal administrative office at ________________________ (Hereinafter referred to as "Velammal" or the "Institution", which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns).

(Tarcin/Vadiva and Velammal are hereinafter collectively referred to as the "Parties" and individually as a "Party".)

1. PURPOSE AND OBJECTIVE

The purpose of this MoU is to outline the roles, responsibilities, and financial terms between the Parties to mutually host and execute the "Charge Olympiad: Velammal TN Championship" (the "Event"), a premier computational thinking and coding competition designed exclusively for the students of Velammal group of schools.

2. SCOPE OF THE EVENT

The Event will be conducted in two main phases:

1. Round 1 (Campus Prelims): A 7-day online preliminary round conducted via the vadiva-ai.tarcin.in CodeAsthram platform.
2. Round 2 (TN Championship Finale): An offline/physical championship event for students who successfully qualify from Round 1.

3. RESPONSIBILITIES OF TARCIN / VADIVA

Tarcin/Vadiva agrees to provide the following deliverables:

1. Technical Platform: Full hosting, maintenance, and technical support for the online preliminary exam platform (CodeAsthram Engine).
2. Content Creation: Development of standard, unbiased, and challenging computational thinking question papers for all four participating levels.
3. Analytics & Reporting: Provision of the "Velammal Network Benchmark Report" and individual "Campus Score Index" reports post-prelims.
4. Certification & Awards: Digital DSI (District Skill Index) Certificates for all participating students. Physical medals, standard certificates, and the "Charge Flagship Campus" shield for winners at the Finale.
5. Event Execution: End-to-end management of the online prelims. Joint execution of the offline Grand Finale.

Note: Dedicated faculty/student coaching or separate preparatory classes are outside the scope of this MoU and are offered as a separate B2B enterprise service.

4. RESPONSIBILITIES OF VELAMMAL

The Institution agrees to provide the following support:

1. Student Participation: Ensure maximum enrollment across all campuses to build a statistically significant Campus Score Index.
2. Internal Coordination: Appoint a single Point of Contact (PoC) at each participating campus to handle internal communication and data collection.
3. Infrastructure Support: For Round 1, optionally provide IT lab access for students opting not to participate from home. For Round 2, assist in facilitating the physical venue if hosted on Velammal premises.
4. Fee Collection: Consolidate and remit the "Mandatory Base Access" fee to Tarcin/Vadiva as outlined in Section 5.

5. COMMERCIALS & REVENUE MODEL

The pricing model is designed as a hybrid two-tier system:

1. Institutional Base Tier (Mandatory Qualifier Pass):
   • Price: ₹149 per student.
   • Inclusions: Round 1 access, Digital DSI Certificate, School Report contribution, and TN Championship entry for qualifiers.
   • Collection: Velammal management shall collect this nominal fee from students directly or fund it institutionally and remit the total amount to Tarcin/Vadiva prior to Round 1.
2. Premium Parent Tier (Charge Elite Scholar Kit):
   • Price: ₹999 per student.
   • Inclusions: 30-Day Premium Practice Access, Physical Metal Pin sent home, Parent Analytics.
   • Collection: This is a direct B2C opt-in upgrade. Tarcin/Vadiva handles all transactions and delivery for this tier with no administrative overhead required from Velammal.

6. DATA PRIVACY & SECURITY

Tarcin/Vadiva commits to strict data privacy. Student data provided for the purpose of the Olympiad will be used exclusively for platform registration, grading, and certification. It will not be sold or shared with any third-party marketing agencies.

7. INTELLECTUAL PROPERTY

The CodeAsthram platform, exam questions, and the "Charge Olympiad" brand remain the exclusive intellectual property of Tarcin/Vadiva. "Velammal" brand identity remains the IP of the Velammal Educational Trust. Both parties agree to co-brand marketing collateral related exclusively to this Event.

8. TERM AND TERMINATION

1. Term: This MoU is valid for a period of One (1) Year from the date of signing, specifically covering the 2026 academic year edition of the Olympiad.
2. Termination: Either party may terminate this MoU with a 30-day written notice; however, any ongoing event phases (where student fees have been collected) must be executed fully before termination takes effect.

9. SIGNATORIES

This MoU is executed by the authorized representatives of both parties on the date first written above.