MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is made and entered

into at Delhi, on this day of / /2023 BETWEEN

FIRST PART Hereinafter referred to as the “………………” which

expression shall where the contest so admits includes its successors and

permitted assigns of first Part.

AND

OTHER PART Hereinafter referred to as the “………………” which

expression shall where the contest so admits includes its successors and

permitted assigns of Other Part.

WHEREAS the FIRST PART of this Agreement is a leading Company

incorporated in India for

…………………………………………………………………………………………………………

………………………………………………………………………………………………………..

WHEREAS (Summary of OTHER PART- Work Nature)

AND WHEREAS the parties hereto are desirous of recording the terms and

conditions of their agreement in writing

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS

UNDER:

1. DESCRIPTION OF PRODUCT

First Part of this agreement shall provide ……………………………. (products)

to other part and the other part resells the product to customers at a

specific price which is mutually decided by both parts of this agreement.

2. PAYMENT

The consideration of every item of product is fixed. (Which is mutually

decided by both parts). One Part of this agreement before supplying

the order will check the quality of the products and will only supply

Legit products based on customer demand of OTHER PART (i.e., the

other part) Marketing team. No Fake products will be ever supplied to

the other part and hence No products taken by the other part from the

first part can be returned to the first part under whatsoever condition.

This will allow a strict quality check on the segment of the first part. In
a circumstance wherein the sourcing contact/person is from the other

part i.e., OTHER PART and there is a fake product claim from the

customer or whatsoever then in such a state of affairs the other part

will be solely responsible.

Now, that once the payment has been received by the other part in the

concerned Account then the same has to make the payment to the first

part on an immediate basis. We recognize the critical role that cash

flow management plays in driving business success. By optimizing fund

rotation, we are able to maximize our purchasing power and achieve

higher turnover, delivering value to our customers and stakeholders.

Complete clarity in all the circumstances in regards to any payment

transaction or any other relevance be provided to the First part. No

information shall be concealed by the Other Part to the First part.

3. PERFORMANCE OF DUTIES

First part shall perform their duties, as may be assigned by other Part from

time to time with diligence, devotion and discretion. while during the

tenure of this agreement with the First Part, Other Part shall (a) keep the

relevant information, details & customer data confidential and exclusive

between the first part and the other part;(b) preference offering for the first

batch of products received is given to the other part by first part only.; (c)

Product will be supplied at Delhi and Mumbai by Other part’s (i.e., the

other part) Demand. (d) Warehousing, Storage, Store expenses will be

completely be of other part (i.e. the other part). (e) A dedicated and a

devoted Team from the First part will be present in OTHER PART Stores of

Delhi and Mumbai. (f) Procurement of All goods will be a Joint effort by

both the First part and the other part. (g) Research and development on

products are a joint effort of both the First and other part. (h) The quality

Check of all the products will be through a mutually acceptable channel or

app or website viz. Legitcheck or checkcheck app. (i) This is an exclusive

partnership. (J) As a TEAM we are planning to have multiple stores in

India and abroad, hence this partnership should be exclusive. (K) “With

years of combined experience, our “EXPERT” team is uniquely equipped to

guide “OTHER PART” through even most challenging situations i.e.

(competitors), providing thoughtful SWOT analysis and innovative

solutions. (L) Part one will not just provide a support function , but a key

driver of growth and success, our team is fully committed to working with

each and every department be it {MARKETING, SALES, FINANCE,

CUSTOMER SUPPORT , PURCHASE DEPARTMENT as and when

required closely on (DAY TO DAY ,WEEKLY, MONTHLY BASIS) for

“OTHER PART” to identify opportunities, manage risks and navigate

complex challenges.

4. TERM OF MOU

This MOU is effective upon the day and the date last signed and executed

by the duly authorized representative of the parties to this MOU and shall

remain in full force and effect for no longer then ……………. This MOU may

be terminated without cause, by either party upon written notice, which

notice shall be delivered by hand, registered post or email to the address

listed above.

5. LOCATION

The RESELLER of this agreement empowered to vend the product in

specified regions and in that case, it is Delhi and Mumbai.

6. DEFAULT

The occurrence of any of the following shall constitute a material

default under this Agreement: -

a. The failure to make a required payment by the Other part to the

First part.
 b. The insolvency and bankruptcy of either party.

c. The subjection of any of other party’s property to any levy,

seizure, general assignment for the benefit of creditors,
application or sale for or by any creditor or government agency.

d. Infringements of Intellectual Property Rights.

7. REMEDIES

In addition to any and all other rights, a party may have available

remedy according to law, if a party defaults by failing to substantially

perform any provision, term, or condition of this Agreement

(including the failure to make a monetary

payment), the First party may terminate the Agreement by providing

written notice to the defaulting party. This notice shall describe the

sufficient detail in the nature of the default. The party receiving such

notice shall have ……… from the effective date of such notice to cure the

default(s).

Unless waived in writing by party providing notice, the failure to cure

the default(s) within such time period shall result in the automatic

termination of this Agreement.

8. FORCE MAJEURE

In the performance of this Agreement or any obligation under this

Agreement is prevented, restricted, or interfered with by causes beyond

other party’s reasonable control (“Force

Majeure), and if the party unable to carry out its obligation gives the

other party from written notice of such event, then the obligation of the

party invoking this provision shall be suspended and to the extent

necessary by such event. The term force majeure shall include, without

limitation, act of God, fire, explosion, vandalism, storm or other from

similar occurrence,

orders or acts of military or civil authority, or by national emergencies,

insurrections, riots or wars or strikes, lock-outs, work stoppage or

other labor dispute, or supplier failures. The excuse party shall use

reasonable effort under the circumstances to avoid or remove such

causes of non-performance and shall proceed to perform with

reasonable dispatch whenever such causes are removed or ceased. An

act or omission Shall be deemed within the reasonable control of party

if committed, omitted, or caused by such party, or its employees,

officer,
agent, or affiliates.

9. DISPUTE RESOLUTION

• In the event of dispute between the FIRST PART and the OTHER

PART i.e. the OTHER PART arising out of, or relating to this

agreement, its interpretation or performance hereunder, the

parties shall exert their best effort to resolve the dispute

amicably through negotiations.

• In case of any disagreement and dispute and the parties fail to

mutually resolve the issue; both parties shall appoint an

Arbitrator that is mutually agreeable and shall be settled as per

Indian Arbitration Act.

• Further, in case the parties failed to resolve the dispute; this

Agreement shall be governed by and construed in accordance

with the law of India with an appropriate Jurisdiction of the

concern court.

10. ENTIRE AGREEMENT

This Agreement contains the entire Agreement of the parties, and there
are no other promises or condition in any Agreement whether oral or

written concerning the subject matter of this Agreement. This

Agreement superseded any prior written or oral Agreement between

the parties.

11. SEVERABILITY

If any provision of this Agreement will be held to be invalid or

unenforceable for any reason, the remaining provision will continue to

be valid and enforceable. If a court finds that any

provision of this Agreement is invalid or unenforceable, but that by

limiting such provision it would become valid and enforceable, then

such provision will be Deemed to be written, constructed, and enforced

as so Limited.

12. AMENDMENT

Either party may request changes to this MOU. Any changes,

modification, revision or amendments to this MOU which are mutually

agreed upon by and between the parties to this MOU shall be

incorporated by written instrument and effective when and signed by

both parties to this MOU.

13. CONSTRUCTION AND INTERPRETATION

The rule requiring construction or interpretation against the drafter is

waived. The document shall be deemed as if it were drafted by both

parties in a mutual effort.

14. OTHER GENERAL PROVISIONS

• Both the Parties have full power and authority to enter into this MOU

and take any action, execute any documents required by the terms

hereof; and that this MOU, entered into has been duly and validly

executed and delivered, and is a legal, valid, and binding obligation

of, enforceable in accordance with the terms hereof; and that the

executants of this MOU are duly empowered and authorized to

execute this MOU and to

perform all its obligations in accordance with the terms herein. • The

FIRST PART and the OTHER PART\

i.e., the OTHER PART shall perform their duties in strict compliance

with all applicable laws in India.

15. SIGNATURE AND DATE

The parties hereby agree to the terms and conditions set forth in this

Agreement and such is demonstrated throughout by their signature

below

ONE PART

DVIPIL HUMBAL

OTHER PART

Through its Partner