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MOU - TN Gov - Haselfre Foundation
MOU - TN Gov - Haselfre Foundation
15. NON-WAIVER
15.1. Any failure of a Party hereto to enforce any of the provisions of this MOU or to
require at any time performance by the other Party of any of the provisions hereof
during the term of this MOU, shall in no way affect the validity of this MOU or
any part hereof, or the right of either Party thereafter to enforce each and every
such provision.
16. GOVERNING LAW & DISPUTE SETTLEMENT
16.1. This MOU shall be construed, governed and implemented in accordance with the
substantive and procedural law of India.
16.2. In case a dispute arises, the Parties shall amicably endeavour to settle the dispute
without seeking to either terminate this MOU or to seek legal redress.
16.3. In case the parties are unable to settle the dispute they shall refer the dispute to the
Chief Secretary, Government of Tamil Nadu and his/her decision shall be final.
16.4. The Parties shall seek legal redress only if the nature of the dispute is such as to
make this MOU non-operational.
17. AMENDMENT
17.1. This MOU can be amended only in writing and under signature of both Parties.
The document seeking to make amendment shall specifically mention that it
purports to amend this MOU in accordance with this Article.
18. COUNTERPARTS
18.1. This MOU is executed in two counterparts, each counterpart being equally valid.
Each such counterpart shall be deemed an original.
19. FORCE MAJEURE
19.1. The Parties shall not be liable to each other for failure or delay in the performance
of any their obligations under this MOU to the extent of such failure or delay is
caused either by riots, civil commotion, wars, hostilities between nations,
Government orders, regulations, embargos, action by Governments or any agency
thereof, act of God, storms, fires, accidents strikes, sabotages, explosions, or other
similar or different categories unforeseen by the Parties concerned and beyond
their exercise of due diligence and reasonable control of the Parties.
19.2. In the event that either Party is wholly or in part prevented from or hindered in
carrying out or observing any of the terms of this MOU, for any cause set forth
hereinabove then, such Party shall give written notice to the other Party as soon as
maybe, detailing in full the reason for such prevention or hindrances and the
Parties shall in good faith consult each other and take necessary measures for the
resolution of their difficulties.
20. INDEPENDENT CONTRACTOR
20.1. Nothing in this MOU shall be construed as establishing or implying any
partnership or joint venture between the Parties to this MOU or shall be deemed to
constitute a Party as the agent of the other Party or authorizes either Party to:
a) incur any expenses on behalf of the other Party;
b) to enter into any engagement or make any representation or warranty on behalf
of the other Party;
c) to pledge the credit of or otherwise bind or oblige the other Party;
d) To commit the other Party in any way whatsoever.
21. SEVERABILITY & WAIVER
21.1. If any provision of this MOU, or any part thereof, shall be found to be illegal,
invalid or unenforceable the illegality, invalidity or unenforceability of such
provision or part provision shall not affect the other provisions of this MOU which
shall remain in full force and effect. The Parties shall negotiate in good faith and
substitute for any illegal, invalid or unenforceable provision a valid and
enforceable provision which achieves to the greatest extent possible the objectives
of this MOU.
21.2. No failure to exercise or enforce and no delay in exercising or enforcing on the part
of either Party to this MOU of any right, remedy or provision to this MOU shall
operate as a waiver of such right, remedy or provision in any future application nor
shall failure preclude any or further exercise or enforcement of such right, remedy
or provision or the exercise or enforcement of any other right, remedy or provision.
22. ENTIRE MOU
22.1. This MOU constitutes the entire agreement between the Parties. In interpreting this
MOU no regard shall be had of the negotiations leading to this MOU or the
documents prepared for or in the context of such negotiations.
MATTERS NOT PROVIDED
22.2. If any doubt arises as to the interpretation of the provisions of this MOU or as to
matters not provided therein, the Parties to this MOU shall discuss and resolve
such doubt in good faith.
IN WITNESS WHEREOF the Parties have by duly authorized representatives set
their respective hands and seal on the date first above written in the presence of:
Signature Signature
Date Date
(Seal) (Seal)
Witnesses Witnesses