MEMORANDUM OF UNDERSTANDING

BETWEEN

The GUJARAT ENERGY RESEARCH AND MANAGEMENT INSTITUTE, registered under the Societies Registration Act, 1860 and the Bombay Public Trust Act, 1950; (“GERMI”)

AND

DHARMSINH DESAI UNIVERSITY, NADIAD, GUJARAT a State University established by the Government of Gujarat wide Act No. 16 of 2005; (“DDU”)

FOR

DEVELOPMENT OF A CITY-LEVEL SMART COMMUNICATION SYSTEM FOR MONITORING, RECORDING, ASSESSMENT AND FORECASTING OF POWER FROM DISTRIBUTED SOURCE OF GENERATION

10 January 2013

MEMORANDUM OF UNDERSTANDING THIS Memorandum of Understanding (this “MoU”) is made on this 10th day of January, 2013 at Gandhinagar (Gujarat, India) during the Vibrant Gujarat Global Summit 2013. Between GUJARAT ENERGY RESEARCH AND MANAGEMENT INSTITUTE, registered under the Societies Registration Act, 1860 and the Bombay Public Trust Act, 1950; (“GERMI”) And DHARMSINH DESAI UNIVERSITY, NADIAD, GUJARAT, a State University established by the Government of Gujarat wide Act No. 16 of 2005; (“DDU”). WHEREAS, (A)

GERMI is a centre for excellence in industry learning and is set up to develop human resource assets to cater to the renewable as well as non-renewable energy sectors, improve knowledge base of policy makers and technologists and provide a competitive edge to leaders to compete in the global arena;

(B)

GERMI is a Scientific and Industrial Research Organization recognized by the Department of Scientific and Industrial Research (DSIR), Govt. of India; and an ISO 9001:2008 certified by Bureau Veritas;

(C)

DDU is a progressive and one of the leading universities of India, excelling in research and education in the fields of Engineering-Technology, Management, Dental Science, Pharmacy, Information Science, and Commerce;

(D)

DDU is a Scientific and Industrial Research Organization recognized by the Department of Scientific and Industrial Research (DSIR), Govt. of India; DDU is awarded Prestigious Status “Institution of National Importance” by the All India Council of Technical Education (AICTE), Govt. of India, New Delhi; DDU is approved institution under 2(f) and 12(B) of the UGC Act, 1956; DDU is western India’s Premier Education Institution established in 1968, ISO 9001:2008 certified by ISOQAR, Manchester, UK

(E)

DDU undertakes programmes and projects for development of human resources, both through formal and non formal delivery systems, in areas of professional pursuits in all walks of human endeavors, with accent on relevance, value addition, societal needs and futuristic pilot projects;

(F)

GERMI has successfully undertaken the ‘5 MW Gandhinagar (Solar) Photovoltaic Rooftop Programme’ (the “Rooftop Programme”), through which distributed photovoltaic systems of net 5 MW capacity are currently under installation through a Public Private Partnership (PPP);

(G)

As a supplement to this Rooftop Programme, GERMI is undertaking the ‘Development of a city-level smart communication system for monitoring, recording, assessment and forecasting of power from distributed source of genetation’ (the “Project”), which would serve as a smart-grid platform for the distribution grid of Gandhinagar;

MoU: GERMI-DDU: Gandhinagar, 10 Jan. 2013.

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(H)

GERMI had invited a technical proposal from DDU for providing technical development and support for this Project on 14 Sep. 2012, wherein DDU has successfully presented its proposal on 6 Oct. 2012 in the presence of representatives from Uttar Gujarat Vij Company Limited (UGVCL), Paschim Gujarat Vij Company Limited (PGVCL), Gujarat Energy Development Agency (GEDA) and Gujarat Power Corporation Limited (GPCL) in addition to GERMI.

(I)

Identifying the technical expertise of DDU, GERMI now invites DDU for providing its technical expertise towards the Project;

NOW, GERMI and DDU (individually “Party,” or jointly “Parties), through this MoU, resolve as follows: I.

Scope of Understanding a. This MoU shall be the guiding document between GERMI and DDU for the execution of the above-defined Project. b. GERMI shall furnish the requisite design aspects, specifications and requirements for design and development of Energy Parameters Monitoring System(s) from time-to-time. c. DDU and GERMI shall jointly evaluate and finalize the scope of work post studying the feasibility of the requirements specified in consultation with other parties involved. d. DDU shall submit the final techno-commercial Project proposal including the execution scope, timeline and budget. e. All payments towards the expenses incurred by DDU while development of the Project, shall be made by the Principal Investigator (PI) at DDU. The PI at DDU shall be responsible for all technical and administrative tasks on behalf of DDU towards the project, and directly report to the Project Coordinator at GERMI. f.

II.

DDU, upon approval of GERMI, may hire the necessary technical, secretarial and/ or other staff for the development of the Project.

Coordination This MoU shall be coordinated and operated by the following Project Coordinator (PC) on behalf of GERMI, and the Principal Investigator (PI) on behalf of DDU:

III.

Project Coordinator: Dr. Omkar K. Jani Principal Research Scientist (Solar) GERMI-Research, Innovation and Incubation Centre Gandhinagar – 382 007 Validity

Principal Investigator: Prof. Jignesh G. Bhatt Assistant Professor (Selection Grade) IC Engg. Dept., Faculty of Technology Dharmsinh Desai University (DDU) Nadiad – 387 001

a. This MoU shall be in force with effect from 1 October, 2012 and valid up to 31 Mar. 2014, which is the latest expected date for completion of the Project. b. In case an extension is required for completion of this Project, this MoU may MoU: GERMI-DDU: Gandhinagar, 10 Jan. 2013.

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be extended based on mutual agreement by both Parties. c. This MoU shall be valid subject to the availability of funds from the assigned funding agencies of this Project. d. The Scope of Understanding may be amended or modified at any time through mutual consent of both the Parties. e. This MoU may be terminated by either Party upon giving a notice in writing of at least 30 (thirty) days to the other Party without assigning any reason thereof. IV.

Confidentiality and Intellectual Property a. For the purposes of this MoU, the term “Confidential Information” means all information disclosed to, or acquired by one Party, its employees or agents in connection with, and during the term of this MoU which relates to the Party’s past, present and future research, developments, systems, operations and business activities, including, without limiting the generality of the foregoing: i. All items and documents prepared for, or submitted to, a Party in connection with this MoU, and ii. All information specifically designated by a Party as confidential; but shall not include any information which was known to the Party, its employees or agents prior to the date hereof, or which was publicly disclosed otherwise then by breach of this MoU. b. Each Party acknowledges that pursuant to the performance of its obligations under this MoU, the Party may acquire Confidential Information. Each Party covenants and agrees, during the term and following any termination of this MoU, to hold and maintain all Confidential Information in trust and confidence for the other Party and not to use Confidential Information other than for the benefit of the other Party. Except as authorized in writing by one Party, the other Party covenants and agrees not to disclose any Confidential Information, by publication or otherwise, to any person other than those persons whose services are contemplated for the purposes of carrying out this MoU, provided that such persons agree in writing to be bound by, and comply with the provisions of this Clause. c. Any and all works of authorship, inventions, discoveries, processes, machines, manufactures, compositions of matter, formulas, techniques, computer programs, systems, software, source code, firmware, object code, hardware systems, mask works, trade secrets, proprietary information, schematics, flow charts, databases, customer lists, marketing plans, product plans, business strategies, financial information, forecasts, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, reports, findings, recommendations, designs, drawings, sketches, notebooks, ideas, concepts, technical data and/or training materials, and improvements to or derivatives from any of the above, whether or not patentable, or subject to copyright or trademark or trade secret protection, shall be collectively termed as “Intellectual Property”. d. Any Intellectual Property arising through the activities under the Scope or this Understanding, directly or indirectly, before or after the date of this MoU, shall be jointly and equally owned by the Parties.

MoU: GERMI-DDU: Gandhinagar, 10 Jan. 2013.

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MoU: GERMI-DDU: Gandhinagar, 10 Jan. 2013.

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