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MEMERANDUM OF UNDERSTANDING

This Agreement Executed on _____________ between ___________, which expression


shall, unless excluded by or repugnant to the context, be deemed to mean and include its
permitted assigns and successors –in-interest.

AND

_____________________________________________________ and having their


Registered Office at (Hereinafter for brevity’s sake referred to as “Second Party”, which
expression shall, unless excluded by or repugnant to the context, be deemed to mean and
include its permitted assigns and successors –in-interest.)

Whereas PC is engaged in the business of outsourcing the business for the IT and IT
enabled service industry and whereas it has entered into an agreement to execute the Data
Conversion operations in details in the scope of work, which need to be, executed
through various delivery partners. Presently it is in a position to procure the business for
data conversion more meaningfully described in the column scope of work.

And whereas the second party is engaged inter alias, in the business of providing a wide
spectrum of software solution and services. The second party has acquired the necessary
expertise and developed the requisite skill base for successful execution of data
transcription work. Whereas second party is entering into the agreement with the PC to
carry on the data transcription work on its own. The second party will exercise its
expertise in maintaining Quality Control of the jobs Assignment.

This memorandum of understanding represents the business Agreement and operational


understandings between the parties and shall remain in effect for a period of one year (9
months) from the date of execution hereof or from the date of providing the first data
whichever is later and can be extended for the period as mutually agreed upon.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

1. Availability of data:-
The PC will provide the PDF files to the second party through CD or MAIL/FTP. The
second party would then Data enter it into the word document format using MS WORD
as required by the PC and then code the converted Word files into HTML pages. This
would be delivered to the PC by sending WORD FILES AND HTML FILES by courier,
mail/FTP.

2. Process of qualifying:-
The vendor should have infrastructure, skilled man power, data back space, require
power facility, internet facility, all this details of your setup should be submitted as
profile of the company to PC. The Second Party has to perform for the said work with the
require minimum accuracy level of 75% and the same has to be submitted after
furnishing as per the technical specification given in Annexure-I of the quality manuals
within 21 days of assignment of this work once the work is completed and submitted to
the company the company will generate quality report for the same to the vendor in 8 to
10 working days.

3. Responsibilities and Obligation of the second party:-


3.1 The second party agrees to employ a full time supervisor / technician as site in charge
for the project.

3.2 The second party should have an existing setup with prior working and experienced
staff. The PC has assured delivery of data on monthly basis to the second party for
conversion, the quantities are calculated on following basis.
3.2.1 There will be 22 working day in every month.
3.2.2 2000 pages will be provided per cycle for a maximum of 9 cycles.
However, no restriction will be imposed on the second party in terms of number of pages
in a month. The second party and PC mutually will decide the volume of work it desires
to do depend on the quality of the work given by Second Party considering the quality of
work submitted by the second party for the 1st 3 months.

3.4 The Rate will be INR 65 per page to offer Second Party with below terms of accuracy
on each image file for conversion from PDF to DOC and DOC to HTML.

For PDF to DOC and DOC to HTML Conversion

95%-100% Rs 65
85%-95% Rs 40
75%-85% Rs 20
Less than 75% No Payment.

4. Scope of work:-
4.1 The scope of said work conversion of PDF format to MSWORD purely in Text and
table format only. Thereafter the same file has to be coded into a HTML page.

4.2 It is further agreed and understood that the second party shall indemnify the PC
against any claim, or attachment or demand or forfeiture or loss, arising out of or
resulting from any act of representatives/agents/attorneys/employees of the second party
on any account what so ever.
5. Other Regulations:-

5.1. The second party shall be liable/required to obtain or procure all clearances and /or
licenses and/or permits and / or orders of all descriptions from the competent authorities,
whether central and/or state for carrying out obligations under this agreement at his own
cost and risk. The second party shall also be liable to pay all/any taxes, more particularly
customs/excise duty, local taxes etc for carrying out the obligations under this agreement
and shall not claim any additional compensation from the PC or parent company for as
such reasons.

6. Quality Control and accuracy:-


6.1 The second party shall take maximum care on accuracy and delivery schedule of the
conversion job. Time and accuracy is essence of this contract, any delay in delivery or
accuracy less than acceptance levels will lead to rejection of the batch and invoking of
risk and cost clause. Accuracy of 95% is set as standard for quality acceptance, same
accuracy levels must be achieved while converting the PDF files to word document as per
given in Annexure I&II. For the calculation of accuracy, number of words is calculated
along with exact spacing, table, picture, and equations inserts as per given in Annexure I.
The spaces are also taken into account along with spell check, paragraph, columns and
other formatting parameters as per given in Annexure I&II. Any mistake in above
described parameters is to be counted as an error as per given in Annexure I. The second
party is required to have well qualified and experienced staff to constantly monitor the
quality of work.
6.2 It is further agreed that Second party need to Maintain Quality for work, If Second
party giving Accuracy of less then 75% in any of the work then they are not liable to get
payment for work.
6.3 Please note that if the word page contains error, the corresponding HTML page is
automatically affected and error will be calculated as per the parameters described in
Annexure II.
6.3 If the Second party submits work with less than 75% accuracy for 3 cycles in the
contract, this contract will be automatically be cancelled. The second party in such an
event can’t claim any compensation from PC whatsoever.

7. Payment:-
The PC agrees to provide payment for the given work depends on the achievable
accuracy of minimum 95% on monthly payment basis. If the Accuracy is less than 75%
on each cycle work then there would not be any payment to the Second party.

8. Business Charges
PC has to provide 1 slot (9 billing cycle) business for such,PC has collected a sum of
75,000/- INR from the "Second Party" in the form Business Charge as One Time
charge for providing the work. Of this, INR 40,000 has to be paid upfront at the time
of signing the contract and balance INR 35,000 will be deducted in equal
installments from the first two billings. PC agrees to renew the contract without further
charges and assures contract renewal depends on the quality of the Second party. One
tenure comprises of 9 months.
If the "Second Party" does not start the project within 30 days of signing the agreement,
then the Business Charge will not be refunded back.

8. Other Terms:-

After getting workload by PC, second party liable to complete the Live work in given
time limit with require accuracy as per given in Annexure I&II. If in any condition
Second party unable to complete the work then PC have all the rights to hold all the
payments for 30 days without any notice. If Second party fails to give minimum 75%
accuracy for continuously 3 months, PC may consider termination of contract.

9. Quality Check:-

PC will provide the QC report of work with in 8 – 10 working days of submission of


work. PC is only responsible for giving correspondence and guidelines for the said work
under the breach of this agreement.

10. Governing Law:-

All disputes and differences etc., arising out or in connection with this agreement shall be
subject to the jurisdiction of city civil court in Thane Maharashtra, India and will be
consider only as civil case.

Certificate by the second party M/S. _____________________


I have read and under stood the contract agreement terms and conditions, have signed
each page.

For and on behalf of For and on behalf of


Annexure I

Technical Specification for PDF to WORD Conversion

1. Paper size should be A4, width 8.27” height 11.69” Page setup Margin top:0.5”
bottom: 0.5” left: 0.4” right: 0.4”, header : 0 footer : 0
2. Heading must be Times new roman 16, bold, Red color. Sub Heading must be
times new roman, 12, bold, italic. Sub sub heading must be times new roman, 11,
bold, italic. Press one enter after heading, sub heading, sub sub heading. Table
name and figure name require with Times new roman size 9 Bold.
3. General text color Black, Font should be Normal, 10, Times new roman with
spacing and position normal in 100% scale. Make BOLD, ITALIC, UNDERLINE
as per image file in general text
4. Paragraph line spacing should be single spacing. After end of paragraph single
line space, Paragraph must be done by Indent format (no tab). First line of
paragraph indent space should be 0.25”.
5. Alignment left, right and center should be as same as in the image, do not justify
the text.
6. Ignore Red and Green error line before submission.
7. Figures, images, flow chart, organizational chart, graphs etc. Should be copy and
paste as per the Image file original size. At the time of copy zoom image as 100%
and maintain the alignment of figure with the text as it in the image file. If there is
table in the work then make it manually if the content of table is not coming in the
page size then reduce the font size so that the entire content come in single page.
Make Equations using Equation Editor.
8. Save file in 100% zoom
9. Doc file must be saved as PDF name with extension Example: - TCPM22.PDF
contains 12 pages then Create 12 different word files i.e. TCPM22-01.DOC,
TCPM22-02.DOC. Do not change the file name keep word file name as per the
Image file name.
10. Left columns data require in left side and right side data in right side. You can use
table to create the column and after the work change the border shading as none.
11. If there is any box, lines in the Image file then make it in .doc file.
12. Remove all the background fills and patterns in word file. Remove all background
in doc file only text background.
13. Kindly checks the spelling of the doc file if there is any spelling mistake in Image
file then also make it correct (only English language).
14. Book Name i.e. first page of book require as per the Image font (if not available
then make it in Arial). Chapter name must be created as Heading.
15. All graphical font need to remove and type in general text.

16. Title name of the book in every page require in Times new roman 12 Bold with
Green color. Page numbers require in Times new roman 12 bold Red color. (on
every page)
17. Hyper link require as Blue color.
18. No Broken character, junk character allowed in the file.
19. IF resolution of the image file not readable of Image file then need to write <not
readable> on such files.
20. Write Start and End in BOLD before starting and ending of the page.
21. In any page either on title or header or footer of page if you find the book is
created free from any of the pdf engine that words needs to remove like FREE
PDF, DESKTOP PDF, PDF CRETED BY ……. PLANET PDF etc.
22. After completed of the work we require work report in different file with example
like below
File name Pages Character Picture Figure/ Table Equation
flow chart Half/Full
TCPM22- 1 2135 1 0 1/0 2
01.DOC

Total 1 Calculate on 1 0 Calculate on 2


1*1000char * 1 basis
basis = 2.1

After the work report we require total character / pictures/ figure/ flow charts/ table and
equation in the last row to calculate the payment.

Submission of work

1. Through either FTP, EMAIL or any web based services


2. Folder wise submission, create two folder of “work report” and “completed work” for
each pdf file. Create one folder named “garbage” for the entire files.
3. Do not put any other file rather then work report or completed work .doc file in the
specified folder
4. 30 days submission after start of live work and 7 days in live demo work

Note:- Any changes in technical specification or error parameters PC will inform to the
vendor before 3 days on given work.

Quality Accuracy Parameters


Kindly find the below measurement standards of accuracy check by our QC team, Our
Qc team may qualify the qc either by software or by manually check.

Our quality accuracy report is based on below error parameters.

QC team will check accuracy first on random order and then manually order.

The technical specifications are subject to changes and modifications and first party is
liable to provide same changes through email and second party agrees same.

Sr. no Description / Type of Error Penalty Rating


per slot
1 Page size or Page Margin / File 1.5
2 Heading sub heading, sub sub heading formatting OR 0.5
Heading sub heading , sub sub heading / File
3 Character Spacing / Paragraph 0.5
4 Font Face / Line 0.5
5 Font Color, Text Alignment, / File 1.0
6 Page layout error, Symbol or bullets or numbering error, 1.0
Zoom of Word file error, Red and Green lines error, Page
title or Page number error / file
7 Background or Patterns Error / Background 0.5
8 Line Spacing error , Mismatch in underlining, super or sub 1.0
script error , Text direction not straightened , Picture / chart
/ photo missing error, Image error , Table name figure
name / File
9 Extra enter key or Enter mistake or Enter size, Tab/ indent 1.5
problem / File
10 Header or Footer / Header or footer 1.5
11 Equations / Equations 0.3
12 Junk Character or Extra Character / line 0.3
13 Table problem, Text created in Image, Box , lines / File 1.5
14 Extra space between two words / Space 0.2
15 Technical Specification no 21 Error / File 3.0
16 General text not as per image file / file 2.0
17 Spelling Mistake / Spelling 0.5
18 Drop cap font size error / Drop cap 0.5
19 Hyper link Error / Hyper link 0.5
20 Starting and end of page <start> or <end> / File 0.5
21 Accents, Super or Sub script / Accents, super or sub-script 0.5
22 Delivery Failure through mail 100
23 Logs are not generated 100
24 Extra file found in folders 100
25 File not uploaded in .rar format 100
26 Folder structure Error 100
27 Work Infected by Virus 100

Complete Work Rejection Parameters

File name is given wrong (file name is case sensitive)


In complete work,
Submission of work is wrong
Total number of pages in the image file and doc files are different
Submission of work not saved in “.doc” 2003 format
Text / Font used other then our specification
Work report incomplete or any error.
Not submitted in given time.
Other data found in submission work.
Submission work corrupted files.
Files will be rejected if uploaded in any other format other then .rar format (WINRAR).

Annexure II

Technical Specification

SPECIFICATIONS FOR DOC TO HTML Tagging

Parameters for slot complete rejection:-

1. File name given is wrong. (Including the zip folder name)


2. Incomplete file.
3. Only notepad files should be present in the zip file in the form of internet explore.
4. Total number of DOC files and notepad files are different.
5. Extra temporary files found or file not zipped.
6. Font size not in round figure.
7. Other page data found.
8. The files should be in notepad only, apart from that if any other format except notepad
format, the whole slot will be rejected.
9. The file should be zipped by using only WINZIP software.
10. Each job work should be sent as a separate attachment and in separate e-mail.

Instructions for Doc to HTML Conversion (Typing)

1. New page data of Doc file should start from new HTML Document.
2. File name should be given as it is given to the Doc file.
3. Use tables instead of Column.
4. Type the text as it appears in the Doc file.
5. Flow Chart, images, graphs should be tagged ignored.
6. If word cuts in Doc file then the same should be done in text file.
7. Justification is not required even if it is done in the doc file.
8. Extra enters and different enter size would be considered as error.

Instructions to follow while TYPING.

1. Every line should match with the corresponding line in the doc; hence the pages shall
automatically match with the doc file pages.
2. Font will be Times new roman font size of 10 for the body text.
3. If the word cuts in the doc file then the same should be done in text file. If a line ends
in doc file then the same should be done in text file.
4. The files should be saved in and it should be attached to the e-mail and should be send
it within / on the prescribed date with in 5:00 PM. After 5:00 PM the files will not be
accepted.

Rejection Criteria:

1. File name of the converted text file does not match with the correspondence DOC file
name.
2. The file should be completed and send it before the deadline mentioned by the
company.
3. File name given wrong including the zip file name and the notepad file names.
4. There is difference between the no. of pages in word file and the notepad file.
5. Extra files found in the zip file except notepad files (including temporary files).
6. Incomplete Files.
7. If files received are less than the files delivered to you.
8. Text is in other than “Times New Roman” Font.
9. If the file is not zipped or by using win zip software.
10. The company decision will be the final on deciding all the disputes.

Termination Criteria:

1. File not submitted for any 2 times, job work has been rejected for any 2 times,
incomplete file submitted for any two times.
2. Duplication of data found in any page.
3. Any 3 times not achieved the accuracy in overall 9 slots.
4. Any conversion software used.

Percentage Deduction List for the Errors:

Type of Error Number of Errors Percentage of


deduction for total slot
Line Missing/Extra Line Each line 10% in Slot Accuracy
Improper Text Alignment Each page 5% in Slot Accuracy
Spelling Error Each 3 error 5% in Slot Accuracy
Extra Line Enters Each line enter 2% in Slot Accuracy
Text Missing/Extra Text Each 5 characters 2% in Slot Accuracy
Extra enters Each enters 1% in Slot Accuracy
Extra space Each 10 space 2% in Slot Accuracy
Other line data Each word 2% in Slot Accuracy
Double space Each 5 double space 2% in Slot Accuracy
Grammar error Each 5 errors 2% in Slot Accuracy
Extra symbol/ Symbols missing Each 5 symbols 2% in Slot Accuracy
HTML coding not used Each page 1% in Slot Accuracy
Wrong HTML Coding Each coding 1% in Slot Accuracy
Page Error Each page 5% in Slot Accuracy
For and on behalf of For and on behalf of

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