MEMORANDUM OF UNDERSTADING

This Memorandum of Understanding is hereby made and executed on

______________ 2020 (“Execution date” or “Effective date”) at
Gandhinagar (hereinafter referred to as “Agreement”).

BY AND BETWEEN;

__________________________________, S/o ________________________ R/o

A___________________________________________ having Permanent Account
Number (PAN): ________________ (hereinafter referred to as “________”) (which
expression shall unless it be repugnant to the context or meaning hereof
shall be deemed to mean and include its successors in Interest, nominees
and permitted assigns) of the FIRST PARTY;

AND;

__________________________________, S/o ________________________ R/o

A___________________________________________ having Permanent Account
Number (PAN): ________________ (hereinafter referred to as “________”) (which
expression shall unless it be repugnant to the context or meaning hereof
shall be deemed to mean and include its successors in Interest, nominees
and permitted assigns) of the SECOND PARTY;

“______” and “_______” may hereinafter be referred to singularly as a “Party”

or together as the “Parties.”

WHEREAS: -
A. First Party is engaged in the business of __________________________.
B. Second Party is a ______________________________
C. First Party has approached the Second Party for the purpose of
________________________
D. Accordingly, the Parties are desirous of entering into Agreement to
record the terms and conditions of the arrangement hereunder.

NOW THEREFORE, in consideration of the mutual covenants and

Agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, Service Provider and agree as follows:

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1. DEFINITION: -

(i) “Agreement” means this Agreement along with all annexes,

annexures, schedules, enclosures or any other attachments to
it and as varied or amended from time to time.

(ii) “Confidential Information” means and includes the terms of

this Agreement and all information, data or material which
either Party may have acquired or received directly or indirectly
(whether before or after the date of this Agreement) from or in
connection with the other for purposes of this Agreement,
including without limitation, any details of the commercial
relationship between the Parties; any information concerning
the affairs, business, methods, processes, systems, inventions,
plans or research; commercial, financial and technical
information, trade secrets, business methods, techniques;
monthly reports, instructions, directions, correspondences,
website content, content of articles, blogs and updates and any
other information provided during the course of this Agreement,
whether disclosed orally or in any other form whatsoever.

2. SCOPE OF SERVICE:
2.1. Second Party shall find a place as per the requirement and needs of
the First Party for the purpose of constructing the office premise with
approx. area admeasuring 4000-5000 sq.ft, in the area near Iscon
cross road between Bopal Ambli road (“Premises”).
2.2. It was agreed between both the Parties that the Second Party shall
immediately find the Premise as per the requirement of the First
Party and for the execution of the said services, First Party shall pay
interest free security deposit of INR _______ (“Security deposit”)
through RTGS/DD as per the terms of this agreement.
3. REPRESENTATION AND WARRANTY: Each Party hereby represent
and warrants that: -

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 3.1. Second Party hereby represents that they will find Premises for
the First Party within 30 days from the execution of this
Agreement.
3.2. Second Party hereby represents and warrants that legal title to
and ownership of the Premises shall be free and clear of any and
all liens, claims, security interests or other encumbrances when
title of the land/Premise thereto passes to First Party.
3.3. Second Party hereby confirms that if the Second party does not
able to find Premise within the stipulated time, the Second Party
shall without any delay refund the security deposit amount after
30 days from the execution of this Agreement.
3.4. First party hereby agrees that if the second Party fulfil its
obligation of providing the Premise having clear title then First
Party shall enter into the Agreement for sale with the Third
Party/owner of the land.
3.5. Both the Parties hereby agrees that such agreement for sale shall
be binding on Parties and First party shall make the payment to
the owners as per the terms and conditions of the Agreement for
sale.
3.6. First Party herby agrees that they shall make the remaining
instalment (full and final payment) at the time of execution of the
Transfer deed.
3.7. the execution and delivery by it of this Agreement and the
performance by it of the obligations contained herein has been
duly authorized by all necessary corporate or other action;
3.8. That the statements, representations and warranties made herein
are true, correct and accurate and shall survive the duration or
termination of this Agreement.

2. TERM AND TERMINATION

2.1 Term: The term of this Agreement commences on the Effective Date
and will continue until and unless terminated by either Party in
accordance with this Agreement (“Term”).

2.2 Termination by will: Either party may terminate this Agreement for
convenience by providing thirty (30) days prior written notice
(“Termination Notice”) to the other party.

2.3 Termination for Breach: If a Party violates or breach any of its

obligations to be performed under this Agreement, the other party may
terminate the Agreement by sending a fifteen (15) days’ notice in
writing. Upon receiving such notice, the defaulting party shall have
fifteen (15) days from the date of such notice to cure any such default.

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 If the default is not cured within the required fifteen (15) day period,
the party Providing notice shall have the right to terminate this
Agreement.

2.4 Termination for Bankruptcy, Insolvency, Winding Up, etc.:

a. Either party may terminate this Agreement with immediate effect
upon written notice in the event that the other party abandons its
responsibilities under this Agreement, becomes bankrupt or
insolvent or files any proposal or makes any assignment for the
benefit of creditors, or an order is made for its winding up or a
receiver is appointed for substantial part of its property.
b. On termination of this Agreement, all outstanding obligations of the
Parties under the terms of this Agreement shall continue to subsist
until the same are fulfilled / realized in totality as mention under
this Agreement.

3. ASSIGNMENT:
Either Party shall not assign any of their rights under this Agreement, or
delegate the performance of any of the obligations or duties hereunder,
without the prior written consent of the Other Party.

4. NOTICES:
Any and all notices, invoices, documents and other information to be
given by one of the Parties to the other shall be deemed sufficiently given
when forwarded by registered post with acknowledgment due or hand
delivery to the other Party at the address mentioned under preamble of
this Agreement.

5. LIMITATION OF LIABILITY:
In no event shall either party be liable to for any indirect, incidental,
consequential, special or exemplary damages, including without
limitation, business interruption, loss of or unauthorized access to
information, damages for loss of profits, incurred by the other party
arising out under this agreement.

6. INDEMNIFICATION: Each Party shall indemnify and hold one another

harmless and against any material claim, liability, demand, loss,
damage, legal cases, judgment or other obligation or right of action,
which may arise as a result of: -
a. Breach of any provision of this Agreement by the indemnifying Party;
b. Misrepresentation by the indemnifying Party to the other party or
third Parties; or

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 c. Anything done or omitted to be done through the negligence, default
or misconduct of the indemnifying Party or of its officers, directors,
employees or agents.

7. GOVERNING LAW:
This Agreement shall be construed and governed only in accordance with
the laws of India. In respect of all, claims, matters/disputes arising out
of, in connection with or in relation to this Agreement, only the
competent Courts at Ahmedabad, Gujarat shall have exclusive
jurisdiction.

8. SEVERABILITY:
If any provision of this Agreement shall be held to be illegal, invalid or
unenforceable under present or future laws, such provisions shall be
fully severable, this Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a
part of this Agreement; and, the remaining provisions of this Agreement
shall remain in full force and effect.

9. ENTIRE AGREEMENT: This Agreement (including all Attachments

hereto, and all documents incorporated herein by reference): (a)
represents the entire agreement between the Parties with respect to the
subject matter hereof and supersedes any proposals, representations
previous or contemporaneous oral or written agreements and any other
communications between the Parties regarding such subject matter.

10. WAIVER:
The waiver by either party of a breach of or a default under any provision
of this Agreement shall not be effective unless in writing and shall not be
construed as a waiver of any subsequent breach of or default under the
same or any other provision of this Agreement, nor shall any delay or
omission on the part of either party to exercise or avail itself of any right
or remedy that it has or may have hereunder operate as a waiver of any
right or remedy.

11. INDEPENDENT CONTRACTORS:

The Parties are entering to this Agreement as independent contractors
and this Agreement will not be construed to create a partnership, joint
venture, or employment relationship between them.

12. NON-EXCLUSIVITY:

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 Except as expressly provided otherwise in this Agreement, each Party
acknowledges that the rights and obligations of the Parties hereunder
are non-exclusive and that each Party may engage in transactions with
third parties, or undertake its own activities, whether or not similar to
the transactions and other activities contemplated by this Agreement or
competitive with the business, products or services of the other Party or
its Affiliates.

13. FORCE MAJEURE:

Neither Party will be liable for any failure to perform any of its
obligations hereunder by reason of Force Majeure Event, provided that
the affected Party provides the other Party prompt notice of the
applicable circumstance and uses commercially reasonable efforts to re-
commence performance as promptly as possible; and provided further
that if a Party's performance is delayed for a period of more than thirty
(30) days by reason of any Force Majeure Event, then the other Party
may at its option, by written notice to the affected Party, either: (a)
terminate this Agreement; or (b) extend the Term of this Agreement for a
number of days equal to the duration of the affected Party's non-
performance.

14. CAPTIONS:
The headings used in this Agreement are for convenience only and shall
not be used to limit or construe the contents of any of the sections of
this Agreement.

15. COUNTERPART:
This Agreement may be executed in two or more counterparts, and by
each Party on the same or different counterparts, but all of such
counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF the Parties hereto have hereunto set their

hands on the date first above written.

SIGNED AND DELIVERED SIGNED AND DELIVERED

On Behalf of “ On Behalf of “”
______________________

______________________ _________________________
Authorized Signatory Authorized
Signatory
Name: Name:
Title: Title:

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