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Smith Detections Draft MOU 3082022
Smith Detections Draft MOU 3082022
BY AND BETWEEN
&
AND
SMITHS DETECTION SYSTEM PRIVATE LIMITED and SOS Children’s Villages of India
shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”,
as the case may be.
WHEREAS:
F. In view of the above, the Parties are desirous of recording the terms and
conditions of this MOU.
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NOW, THEREFORE, in consideration of the above recitals, the mutual covenants of the
Parties, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS
In addition to other terms defined in this MOU, the following terms will have the
following meanings:
2. OBLIGATIONS
3.2 The SOS Children’s Villages of India agrees that it shall be responsible for the full
implementation of the Project, including hiring of agencies, contractors, vendors, and the
day-to-day management of the Project as mentioned in this MOU.
3.3 The SOS Children’s Villages of India agrees that the Funds are exclusively reserved
for the Project and will not be utilized for any other activity.
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3.4 The SOS Children’s Villages of India agrees that it shall not transfer any part of
the Funds, to any other person, without the prior written consent of SMITHS
DETECTION SYSTEM PRIVATE LIMITED.
3.5 After disbursement of Funds, if SOS Children’s Villages of India does not utilize
the same to its fullest, then the balance Funds shall be returned to SMITHS
DETECTION SYSTEM PRIVATE LIMITED (or carried forwarded as agreed upon by
the parties). However, SOS Children’s Villages of India may make a request for
approval for using the balance funds for additional purposes and additional locations for
same purpose (within the project) which SMITHS DETECTION SYSTEM PRIVATE
LIMITED may sympathetically consider, but is not liable to honor.
3.6 A third party audited fund utilization certificate will be issued to SMITHS
DETECTION SYSTEM PRIVATE LIMITED within 45 Days from the end of the
project term by SOS Villages in order to show the utilization of the Grant.
Permissible Variance in fund utilization report
- Variance between the line items upto +/- 15%
- Variance to the proposal versus the actuals upto +/- 20%
In case of +15% variance SOS needs to submit all documentation & proofs for fund
utilization.
4.1 SOS Children’s Villages of India shall utilize the Funds for the Project in
accordance with specifications as laid down in Annexure I to this MOU, which
shall be disbursed over 3 months in the manner agreed between the Parties. The
Parties hereby agree that SOS Children’s Villages of India shall be responsible for
the actual implementation of the Project with oversight and approval by SMITHS
DETECTION SYSTEM PRIVATE LIMITED. SMITHS DETECTION SYSTEM
PRIVATE LIMITED shall not be responsible for any damage, loss or harm to any
person / property arising out of or relating to the implementation of the Project.
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c) SOS Children’s Villages of India will also report the future projection of the
Project until the end of the MOU period.
4.3 SOS Children’s Villages of India shall maintain proper accounts of the Funds and
shall submit audited summary accounts of the entire fund not later than 30th
April 2023 of the year for the period from 1st April 2022 to 31st March 2023 for
SMITHS DETECTION SYSTEM PRIVATE LIMITED to comply with its own Tax
submittal process. The donated amount would be transferred to SOS’s common
pool. In terms of reporting, the Certificate of fund utilization duly signed by
SOS’s Finance Manager and Auditor to be submitted to SMITHS DETECTION
SYSTEM PRIVATE LIMITED by the end of 30 days from 31 st March 2023 and
the Grantee Report to be shared.
4.4 SMITHS DETECTION SYSTEM PRIVATE LIMITED shall be entitled to seek any
clarifications whatsoever from SOS Children’s Villages of India with respect to
utilization of the Funds for the Project. Any such clarification sought by SMITHS
DETECTION SYSTEM PRIVATE LIMITED shall be answered by SOS Children’s
Villages of India within a time considered reasonable by SMITHS DETECTION
SYSTEM PRIVATE LIMITED and intimated to SOS Children’s Villages of India.
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4.5 SOS Children’s Villages of India shall wherever possible display, with prior written
approval of SMITHS DETECTION SYSTEM PRIVATE LIMITED logos, trademarks,
bye lines and other corporate identities Trademarks to provide appropriate
visibility and promotion to SMITHS DETECTION SYSTEM PRIVATE LIMITED and
acknowledge the contributions of SMITHS DETECTION SYSTEM PRIVATE
LIMITED towards the Project.
e) SOS Children’s Villages of India shall use the Funds diligently and
similar care and caution shall be taken as if it would have taken for
utilizing its own funds.
6. INDEMNIFICATION
6.1 SOS Children’s Villages of India agrees to hold harmless and indemnify
Smiths Detection System Private Limited and its directors, officers and
employees from and against any and all losses, claims, damages,
proceedings, judgments, liabilities, fees, expenses and disbursements
relating to or arising out of (i) any act in the course of implementation of the
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7. TERMINATION
7.2 The parties will discuss any outstanding work of the Project and where
agreement is reached, the outstanding work of the Project shall be
completed to the satisfaction of SMITHS DETECTION SYSTEM PRIVATE
LIMITED.
7.3. Either party may also terminate this MOU immediately by notice in writing
to the other party in the event that the other party:
(i) commits a material breach of this MOU which, where capable of
remedy, remains unremedied 14 days after notice in writing requiring
remedy has been given to the defaulting party; or
7.4. Payment upon termination: Termination of this MOU shall not nullify any
payments due from one party to the other as on date of termination unless
any such payment is the subject of a bona fide dispute. If there is no such
bona fide dispute as to a payment due from one party to the other that
payment shall be paid in full within 30 (thirty) days of termination.
8. ARBITRATION
8.1 Any and all disputes, controversies or claims arising out of, relating to, or in
connection with this MOU the breach, termination or validity thereof
(“Dispute”), shall at the first instance be resolved through good faith
consultation, which consultation shall begin promptly after a Party has
delivered to the other Party a written request for such consultation.
8.2 In the event that the Parties have been unable to resolve a Dispute within a
period of forty five (45) business days in accordance with the mechanism
provided in Clause 8.1, such Dispute shall be submitted to and settled by
Arbitration in accordance with the Indian Arbitration and Conciliation Act,
1996 or any succeeding statute pertaining to arbitration. The seat of the
arbitration shall be Mumbai, India and the language used in the Arbitral
proceedings shall be English.
8.4 The Arbitral Award shall be in writing, state the reasons for the Award, and
the same shall be final and binding on both the Parties. The Award may
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9. INTELLECTUAL PROPERTY
9.1 Parties acknowledge and agree that each Party or its licensors shall remain
the sole owner of its intellectual property including, but not limited to any
patent, copyright, trademark, trade secret, trade name, industrial design,
reports, work processes, confidential information and other intellectual
property rights pertaining thereto (“Intellectual Property”), anywhere in the
world, which have been developed independently of this MoU.
9.2 Intellectual Property, if any, created through the Project will solely rest with
SOS Children’s Villages of India. SMITHS DETECTION SYSTEM PRIVATE
LIMITED will not use, share or create interest in the said Intellectual
Property in any manner without express written consent of SOS Children’s
Villages of India.
10.1 The Parties recognize that they may during the course of the interaction with
each other, come across various information about each other including but
not limited to marketing plans, schemes, products, launches, pricing
schemes, trademarks, designs, patents, technical knowhow, etc. Each Party
recognizes such information of the other Party as confidential information
and agrees not to disclose them to any Third Party without the prior written
consent of the other Party.
The Parties shall not disclose any Confidential Information to anyone other
than the employees of either organization who have a need to know the
Confidential Information and/or to any statutory authorities pursuant to
any statutory requirement to disclose. The obligation of the confidentiality
shall subsist until the expiration or sooner determination of this MOU.
10.2 The restriction contained in clause 10.1 above shall not be applicable to
information which (i) is required to be provided pursuant to any statutory or
regulatory obligation; (ii) is lawfully acquired by the disclosing Party from an
independent source having no obligation to maintain the confidentiality of
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such information; and (iii) was lawfully known to the disclosing Party prior
to its disclosure under this MOU.
10.3 Upon the cessation of this MOU either by termination by the parties or by
efflux of time both parties shall deliver to the other all documents, plans,
drawings, sources, electronic media or any other source or papers in any
way relating to the affairs of the other party, which may be in its possession
or under its control.
11. MISCELLANEOUS
The terms of this MOU shall be binding on the Parties hereto, and may be
enforced against them in accordance with applicable law.
Time shall be of the essence of this MOU and of every part hereof. It is
agreed that unreasonable time taken for obtaining the consent of the Parties
as envisaged under this MOU shall be excluded for purposes of calculation
of time taken for achievement of milestones.
11.4 Notices
Any notice, direction or other documentation, will be deemed to have been given
on the day on which it is received by the other Party. When any notice, direction or
other documentation is sent by electronic mail or facsimile by a Party, such Party
shall also dispatch a physical copy of such notice, direction or other
documentation by international courier. Each Party hereto may change its address
for service from time to time by notice given in writing to the other Party in
accordance with the foregoing.
11.5 Waiver
No failure by a Party to take any action with respect to a breach of this MOU or a
default by any other Party shall constitute a waiver of the former Party's right to
enforce any provision of this MOU or to take action with respect to such breach or
default or any subsequent breach or default. Waiver by any Party of any breach or
failure to comply with any provision of this MOU by a Party shall not be construed
as, or constitute, a continuing waiver of such provision, or a waiver of any other
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breach of or failure to comply with any other provision of this MOU, unless any
such waiver has been consented to by the other Party in writing.
11.6 Severability
11.7 Assignment
This MOU will endure to the benefit of and be binding upon the Parties hereto and
their respective legal heirs and/or permitted assigns. This MOU shall not be
assigned by SOS Children’s Villages of India without the prior written consent of
SMITHS DETECTION SYSTEM PRIVATE LIMITED EMISSION INDIA LIMITED.
11.8 Counterparts
This MOU may be executed in one or more counterparts, all of which shall be read
and construed as one document and any facsimile signature hereto shall be
deemed to be an original signature.
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This MOU shall be governed by and construed / enforced in accordance with the
Laws of India.
11.10 Jurisdiction
11.11 Relationship
Neither party shall have any power, or bind the other or assume or create any
obligation or responsibility, express or implied, on behalf of or in the name of
other. Both SMITHS DETECTION SYSTEM PRIVATE LIMITED and SOS Children’s
Villages of India agree that they are entering into this MOU as independent parties
and not as the agent of the other for any purpose whatsoever, and nothing herein
shall be construed to establish a relationship of agency or joint venture between
SOS Children’s Villages of India & SMITHS DETECTION SYSTEM PRIVATE
LIMITED.
The party claiming the benefit of this clause 11.12 shall promptly notify the other
party of the existence and likely timing of such event or circumstance and will use
all reasonable endeavors to mitigate the effect of such event or circumstance on
the party’s performance of its obligations under this MOU.
11.15 This agreement can be extended beyond the specified period in case both parties
agrees in writing, if they want.
IN WITNESS whereof the Parties indicate their agreement with the foregoing by signing
this Agreement.
Annexure 1
Project Unnati
Project will support parentless children living with their SOS Mothers in home of
SOS Children’s Village at proposed location.
M e n to rin g & a d v a n ce m e n t
1 0 0 % e n ro llm e n t o f ch ild re n Q u a lity e d u ca tio n re fle cte d Promotes better
o f o u r c h ild re n in a n y
e ith e r in s c h o o l e d u c a tio n through improved in te g ra tio n in to s o c ie ty
v o c a tio n o r in h ig h e r
o r in v o c a tio n a l tra in in g . p e rfo rm a n c e o f c h ild re n w h e n th e c h ild re n g ro w u p .
e d u c a tio n
Im p ro v e d a w a re n e s s
Improved standard in
H e a lth im p ro v e m e n t p ro g ra m s o n c h ild rig h ts,
S e c u rin g o u r c h ild re n ’s communication skills,
(w e ig h t, h e ig h t, o ccu rre n ce ch ild p ro te ctio n , h y g ie n e ,
fu tu re b y se ttlin g th e m v ia co m p u te r sk ills, k n o w le d g e
o f d ise a se s, im m u n iza tio n s, le g a l rig h ts , p a re n tin g
career. of career options, life
e tc.) s k ills , e tc . fo r c a re g iv e rs
skills, etc.
a n d c o m m u n ity m e m b e rs.
S.No. Family Home Linewise Items For SOS Unit Budget For 1 Home (8 Budget for 2 family homes
Children's Village Children)
1 Food Allowance 8 Children 1,87,200 374400
2 Clothing 8 Children 35,000 70000
3 Education- School Fees, books, stationary 8 Children 2,97,787 595574