MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING (hereinafter referred to as the “MOU”)

is made on this 23rd day of September , 2022,

For the Project Unnati- Family Homes and Solar Panels at SOS

BY AND BETWEEN

Smiths Detection Systems Private Limited, a company duly incorporated and

existing under the Indian Companies Act 1956, having its registered office at 10 th
Floor, Building 9B,DLF phase III DLF Cybercity ,Gurugram -122002 India, India
hereinafter referred to as Smiths Detection Systems Private Limited (which
expression shall, unless repugnant to or inconsistent with the context or meaning
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thereof, be deemed to include its successors and permitted assigns) represented

by its, its authorized representative, of the ONE PART

AND

SOS Children’s Villages of India, a non-profit organization registered under the

Societies Registration as well as under Sections 12A and 80G of the Income Tax
Act, 1961 and having its Registered Office at A-7, Nizamuddin West, New Delhi
110013 (hereinafter referred as “SOS”) and National Office at Plot no. 4, Block C-
1, Nelson Mandela Marg, Vasant Kunj, New Delhi – 110070, India (hereinafter
referred to as “SOS Children’s Villages of India” which expression shall, unless
repugnant to or inconsistent with the context or meaning thereof, be deemed to
include its successors and permitted assigns) represented by Sumanta Kar
Secretary General, SOS India of the OTHER PART.

Smiths Detection Systems 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:

A. SMITHS DETECTION SYSTEMS PRIVATE LIMITED, is

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

B. SMITHS DETECTION SYSTEMS PRIVATE LIMITED lays strong emphasis

on Corporate Social Responsibility, which is aimed at creating value for
society by addressing societal needs and challenges and in order to fulfill
its goals is willing to join hands with a non-governmental organization
that is established, recognized and has good infrastructure to meet the
requirements of a project initiated in consultation with the NGO as set
out in the MOU.
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C. SOS Children’s Villages of India is a pioneering non-profit organization

with 57 years of committed experience of caring for parentless &
disadvantaged children. Since its inception in 1964, SOS Children’s
Villages of India (SOS India) has expanded its programs for children at a
rapid pace. Today it reaches out to over 24,000 children & their families,
through 32 SOS Children’s Villages, allied & community based projects
like Family Strengthening Programs, Kindergartens, Schools, Vocational
Training Centers, and a Nursing School, spread in 22 states of India

D. SOS Children’s Villages of India is registered under section 12 A of

Income Tax act as charitable Society. Recognizing the importance, the
cause SOS Children’s Villages of India is serving and the credibility of
organization, Government of India has recognized the donations to SOS
Children’s Villages of India, as eligible for 50% deduction under Section
80 G of the Income Tax Act. It is also registered under FCRA Act and is
eligible to receive foreign contributions as defined by FCRA Act.

E. As part of Corporate Social Responsibility (CSR) under section 135 of the

Companies Act, 2013, SMITHS DETECTION SYSTEMS PRIVATE LIMITED
is in requirement & desirous…………………

F. Accordingly, SOS suggests to take initiatives in Project Unnati- Family

Homes and Solar Panels of SOS Children’s Villages of India. The
project aims to provide support for initiatives in the area providing
family-based care of children without parents by the objective of enabling
young children to acquire skills which directly result in livelihood, either
through employment or through entrepreneurship and enable them to
live a life of dignity and financial independence as contributing members
of the society. 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:

1.1 Funds has the meaning given to such term in Clause

2.1 hereof;
1.2 Project has the meaning given to such term in Clause
3.1 hereof;

2. OBLIGATIONS OF SMITHS DETECTION SYSTEMS PRIVATE LIMITED

2.1 SMITHS DETECTION SYSTEMS PRIVATE LIMITED shall disburse to

SOS Children’s Villages of India, proposed Funds in one go upon signing
MOU as mentioned in ANNEXURE-I which will be utilized for “Providing
support to Family Homes and solar panels in village (hereinafter referred to
as the “Project”). The Funds shall be utilized over a period from execution of
this MOU until 31st March 2023 in the manner as mutually agreed between
the Parties. Detailed description of the Project is given in ANNEXURE-I. The
parties intend to have a long-term association and would discuss on
extension of the MOU on terms to be mutually agreed.

2.2 The amount to be disbursed by SMITHS DETECTION SYSTEMS

PRIVATE LIMITED, as mentioned in the said Annexure – I, shall be
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deposited in SOS Children’s Villages of India bank account, as per following

details:

Bank: Standard Chartered Bank

Account Number: 52510004586
Branch: 10, Sansad Marg New Delhi
IFSC Code: SCBL0036027

If unable to make electronic wire transfer, Smiths Detection Systems Private

Limited shall issue to The SOS Children’s Villages of India, a crossed
account payee cheque drawn in favour of “SOS Children’s Villages of India”.

3. UTILISATION OF FUNDS BY NGO

3.1 The SOS Children’s Villages of India agrees to utilize the Funds for the
purpose of achieving the objectives of the Project commencing from the date of the
execution of this Agreement until 31st March 2023.

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. The projects
are as follows,
S.No Project Location Amount
1. Family Home Sponsorship Cochin 12,96,,000
2. Solar Panel Cochin 19,16,180
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3. Solar Panel Pune 15,00,000

Total 4712180

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 SYSTEMS PRIVATE LIMITED.

3.5 After disbursement of Funds, if SOS Children’s Villages of India does not
utilize the same to its fullest until the expiry of this MOU, i.e., 31 st March 2023,
then the balance Funds shall be returned to SMITHS DETECTION SYSTEMS
PRIVATE LIMITED within 7 days of therefrom.

3.6 A third party audited fund utilization certificate will be issued to SMITHS
DETECTION SYSTEMS PRIVATE LIMITED within 30 Days from the end of the
project term by SOS Villages in order to show the utilization of the Grant.
However, a tentative statement of fund utilization shall be provided on the last
date of the project completion.

4. OBLIGATIONS OF SOS Children’s Villages of India

4.1 SOS Children’s Villages of India shall utilize the Funds for the above
mentioned Project only in accordance with specifications as laid down in
Annexure I to this MOU, over a period beginning from execution of this
MOU until 31st March 2023 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 SYSTEMS PRIVATE LIMITED. SMITHS
DETECTION SYSTEMS PRIVATE LIMITED shall not be responsible for any
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damage, loss or harm to any person / property arising out of or relating to

the implementation of the Project during the tenure of the project or
thereafter.

4.2 SOS Children’s Villages of India agrees to submit to SMITHS DETECTION

SYSTEMS PRIVATE LIMITED regular reports on the progress of the Project
in the following manner:

a) A short narrative Project report shall be submitted quarterly post 15

days from the quarter end that indicates the progress and status of
the Project.

b) The narrative Project Reports will include achievements, statistics,

problems, challenges, and general status, and an account of the
amounts and where the Funds received by it from SMITHS
DETECTION SYSTEMS PRIVATE LIMITED have been spent.

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 yearly summary accounts to SMITHS
DETECTION SYSTEMS PRIVATE LIMITED not later than 30 th April 2023 of
the year for the accounting year from 2022 to 2023 for SMITHS DETECTION
SYSTEMS PRIVATE LIMITED to comply with its own Tax submittal process
or other compliances as may be applicable. The disbursed amount would be
transferred to SOS’s common pool. In terms of reporting, the Certificate of
Utilization duly signed by SOS’s Finance Manager and Auditor to be
submitted to SMITHS DETECTION SYSTEMS PRIVATE LIMITED by the end
of 30 days from the completion of project and the Grantee Report to be
shared bi-annually in a duration of six months.
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4.4 SMITHS DETECTION SYSTEMS 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 SYSTEMS PRIVATE LIMITED shall be
answered by SOS Children’s Villages of India within a time considered
reasonable by SMITHS DETECTION SYSTEMS PRIVATE LIMITED and
intimated to SOS Children’s Villages of India.

4.5 SOS Children’s Villages of India shall wherever possible display, with prior
written approval of SMITHS DETECTION SYSTEMS PRIVATE LIMITED,
SMITHS DETECTION SYSTEMS PRIVATE LIMITED’s logos, trademarks, bye
lines and other corporate identities (“ Smiths Detection Systems Pvt. Ltd.
(the Company’s Trademarks”) to provide appropriate visibility and
promotion to SMITHS DETECTION SYSTEMS PRIVATE LIMITED and
acknowledge the contributions of SMITHS DETECTION SYSTEMS PRIVATE
LIMITED towards the Project.

4.6 SOS Children’s Villages of India acknowledges that, they need to enter into
an agreement with a Vendor for the purpose of supply , commissioning and
installation of Solar panels at the Village area SMITHS DETECTION
SYSTEMS PRIVATE LIMITED is aware that a Vendor URJAMITHRA for
Cochin and Mahindra Solarize private Limited (The Vendor) for Pune has
been finalized by SOS Children’s Villages of India for the purpose of supply,
commissioning and installation of Solar panels at the Village Area of Cochin
and Pune.

4.7 . Parties agree and acknowledge that SMITHS DETECTION SYSTEMS

PRIVATE LIMITED shall have no obligations under the agreement between
the Vendor and SOS Children’s Villages of India and the Vendor shall have
no recourse to the SMITHS DETECTION SYSTEMS PRIVATE LIMITED under
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vendor’s agreement with the SOS Children’s Villages of India or otherwise.

This clarification shall also be included in the agreement between the
Vendor and SOS Children’s Villages of India. Upon signing of the agreement
between the Vendor and SOS Children’s Villages of India, a copy shall be
furnished to SMITHS DETECTION SYSTEMS PRIVATE LIMITED.
4.8 The funds will be disbursed by SMITHS DETECTION SYSTEMS PRIVATE
LIMITED directly to the SOS Children’s Villages of India
4.9 The maintenance and warranties under this Agreement shall be sole
responsibility of SOS Children’s Villages of India.
4.10 SOS Children’s Villages of India shall be responsible for all acts and
omissions of its staff and any persons, associations, institutions, third
parties engaged by SOS Children’s Villages of India whether or not in the
course of implementing the Project and for the health, safety and security of
such persons or entities and their property.
4.11 All capital assets created or acquired as a part of this project shall be held
only in the name of SOS Children’s Villages of India for the respective
location for which the contribution is being made as stated in this
Agreement. SOS Children’s Villages of India shall not sell, transfer or
otherwise dispose of, or agree to sell, transfer or otherwise dispose of, all or
any of its rights, title and interest in such assets or any part thereof during
the course of this Agreement and the period of expected usage of the assets.

5. REPRESENTATIONS AND WARRANTIES

5.1 SOS Children’s Villages of India represents and warrants Smiths

Detection Systems Private Limited (the Company) as follows:

a) SOS Children’s Villages of India is duly registered as Public

Charitable Trust and it has full power, capacity and authority to
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sign, execute, deliver and comply with the terms and conditions
laid down herein and shall take all necessary action (corporate,
statutory or otherwise) to execute and authorize the execution,
delivery and performance of this MOU;

b) SOS Children’s Villages of India is duly registered under

Sections 12A and 80G of the Income Tax Act, 1961 and the
Foreign Contribution (Regulation) Act, 2010 and is not
disqualified under the provisions thereof from accepting the
Funds, as per the terms of this MOU. It is also registered under
FCRA Act and is eligible to receive foreign contributions as
defined by FCRA Act.

c) The execution and delivery of this MOU, the consummation

of transactions contemplated herein and/or the compliance with
any of the provisions herein by SOS Children’s Villages of India
does not and shall not (i) conflict with or result in a breach of
any provision of its constitutional documents and its rules and
regulations; (ii) result in a default (or give rise to any right of
termination, cancellation or acceleration or require any consent
of any Third Party) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license,
memorandum of association, lease or other instrument or
obligation to which it or any of its properties or assets, may be
bound (iii) violate any applicable law to which it is bound or in
any of its properties or assets; and

d) That the representations, warranties, covenants and

undertakings in this MOU are at the date hereof true, accurate
and complete in all respects whatsoever and shall remain true,
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accurate and complete until the performance of all its obligations

under this MOU.

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.

5.2 SMITHS DETECTION SYSTEMS PRIVATE LIMITED represents and

warrants to SOS Children’s Villages of India as follows:

a) SMITHS DETECTION SYSTEMS PRIVATE LIMITED is duly

incorporated under the Indian Companies Act, 1956 and it has
full power, capacity and authority to sign, execute, deliver and
comply with the terms and conditions laid down herein and has
taken all necessary actions (corporate, statutory or otherwise) to
execute and authorize the execution, delivery and performance of
this MOU;

6. INDEMNIFICATION

6.1 SOS Children’s Villages of India agrees to hold harmless and

indemnify SMITHS DETECTION SYSTEMS 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 PROJECT, (ii) any breach of representations,
warranties and covenants under this MOU, and (iii) any fraud or
misconduct, by SOS Children’s Villages of India or its directors,
officers, employees, agents and/or representatives.
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6.2 SMITHS DETECTION SYSTEMS PRIVATE LIMITED agrees to hold

harmless and indemnify SOS Children’s Villages of India and its
trustees, 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 any fraud or
misconduct, by SMITHS DETECTION SYSTEMS PRIVATE LIMITED or
its directors, officers, employees, agents and/or representatives.

7. TERMINATION

7.1 This MOU can be terminated by SMITHS DETECTION SYSTEMS

PRIVATE LIMITED by giving 30 days prior notice in writing to the
other Party.

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 SYSTEMS
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

(ii) is insolvent or commits an act of insolvency including the

appointment of a receiver, administrator, liquidator or similar
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officer; the commencement of winding up (or similar)

proceedings; or is unable to pay its debts as they fall due.

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. INTELLECTUAL PROPERTY

8.1 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.

8.2 Intellectual Property, if any, created through the Project will solely rest
with SOS Children’s Villages of India. SMITHS DETECTION SYSTEMS
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.

8.3 In case SMITHS DETECTION SYSTEMS PRIVATE LIMITED needs to be

indicated as the Project Partner in any form, SMITHS DETECTION
SYSTEMS PRIVATE LIMITED permits SOS Children’s Villages of India
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to SMITHS DETECTION SYSTEMS PRIVATE LIMITED’s Trademarks

only with respect to the Project communication during the period of
this Agreement (“Permitted Activity”). It is expressly understood that
SOS Children’s Villages of India shall use SMITHS DETECTION
SYSTEMS PRIVATE LIMITED’s Trademarks in the manner
communicated by SMITHS DETECTION SYSTEMS PRIVATE LIMITED
from time to time. The SOS Children’s Villages of India not distort the
same in any manner nor use it for any other purpose. NGO shall not
claim or assert any title to or over SMITHS DETECTION SYSTEMS
PRIVATE LIMITED’s Trademarks or any communication Smiths
Detection Systems Private Limited thereof.

After expiry of earlier termination of this MOU, SOS Children’s Villages

of India forthwith discontinue the use of Intellectual Property of
SMITHS DETECTION SYSTEMS PRIVATE LIMITED and shall
handover all merchandise, stationery items or communications
bearing SMITHS DETECTION SYSTEMS PRIVATE LIMITED’s
Intellectual Property to SMITHS DETECTION SYSTEMS PRIVATE
LIMITED or destroy the same with intimation to SMITHS DETECTION
SYSTEMS PRIVATE LIMITED.

9. CONFIDENTIAL INFORMATION

9.1 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
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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.

9.2 The restriction contained in clause 9.1 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 such
information; and (iii) was lawfully known to the disclosing Party
prior to its disclosure under this MOU.

9.3 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.

10. MISCELLANEOUS

10.1 Smiths Detection Systems Private Limited binding Effect

The terms of this MOU shall be Smiths Detection Systems Private

Limited binding on the Parties hereto, and may be enforced against
them in accordance with applicable law.
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10.2 Amendment of MOU

The terms and conditions contained in this MOU may be amended or

modified with the mutual consent in writing of both Parties.

10.3 Time of the essence

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.

10.4 Notices

Any notice, direction or other documentation required or remitted to

be given hereunder shall be in writing and may only be given by
personal delivery, courier, electronic mail or facsimile (with
confirmation received) at the addresses hereinafter set forth:

(i) For Smiths Detection Systems Private Limited

Company’s Name- Smiths Detection Systems Private Limited
Address
Name of the Official
Email Id of the Official

(ii) For SOS Children’s Villages of India:

Name of the NGO: SOS Children’s Villages of India

Address: Plot No- 4, Block C-1, Institutional Area, Nelson Mandela

Marg, Vasant Kunj, New Delhi-110 070
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Name of the Authorized Signatory: Sumanta Kar

Designation: Secretary General, SOS India

E-mail: sumanta.kar@soscvindia.org

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.

10.5 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 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.

10.6 Severability

If any section or paragraph, or part thereof, of this MOU or any document

appended hereto or made a part hereof is rendered invalid, ruled illegal by
any court of competent jurisdiction, or unenforceable under present or
future laws effective during the term of this MOU, then it is the intention of
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the Parties that the remainder of the MOU, or any document appended
hereto or made a part hereof, shall not be affected thereby unless the
deletion of such provision shall cause this MOU to become materially
adverse to any Party in which case the Parties shall negotiate in good faith
such changes to the MOU, or enter into suitable amendatory or
supplementary agreements, as will best preserve for the Parties the benefits
and obligations under such provision.

10.7 Assignment

This MOU will endure to the benefit of and be Smiths Detection System
Privatte Limited 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 Systems Pvt. Ltd. (the Company).

10.8 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.

10.9 Governing Law

This MOU shall be governed by and construed / enforced in accordance

with the Laws of India.

10.10 Jurisdiction

Subject to the provisions of Clause 8 hereof, any claim, dispute or

proceeding arising between the Parties in connection with or relating to this
MOU or the transactions contemplated hereunder shall be subject to the
exclusive jurisdiction of the courts or tribunals at Delhi, India
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10.11 Relationship

Neither party shall have any power, or Smiths Detection Systems Private
Limited 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 SYSTEMS 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
Systems Pvt. Ltd.(the Company).

10.12 Force Majeure

Neither party hereto shall be considered in breach hereof or in default if it

fails to perform or observe any or all of the terms of this MOU resulting
directly or indirectly, such as, but not limited to acts of God, Civil or
Military authority, acts of Government, acts of Public Enemy, war, riots,
explosion, earthquake, flood, storm, lightning strike, etc. In such a case
either party shall notify the other party of the occurrence of such cause and
should as a consequence, the performance under this MOU be prevented
for a period longer than three months, then the other party shall have the
right to terminate this MOU.
The party claiming the benefit of this clause 10.12 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.
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10.13 Compliance with laws:

Both SMITHS DETECTION SYSTEMS PRIVATE LIMITED and SOS

Children’s Villages of India shall at all times and at its own expense will
strictly comply with all applicable laws, rules, regulations and
Governmental orders and maintain in full force and effect all licenses,
permits, authorization, registration and qualifications from all
Governmental departments and agencies to the extent necessary to perform
its obligations hereunder.

10.14 Entire Agreement:

This MOU sets out the entire agreement of the parties, and supersedes all
previous agreements, understandings, representations, or arrangements, in
relation to its subject matter.

11. ARBITRATION

11.1 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.

11.2 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
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mechanism provided in Clause 11.1, 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 Delhi, India and the
language used in the Arbitral proceedings shall be English.

11.3 Smiths Detection Systems Private Limited (the Company) and SOS
Children’s Villages of India with consent of each other shall appoint a
Sole Arbitrator who would try the Arbitration.

11.4 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 include an award of costs, including reasonable
attorneys’ fees and disbursements. Judgment upon the Award may be
entered by any Court having jurisdiction thereof or having jurisdiction
over the relevant Party or its assets.

IN WITNESS whereof the Parties indicate their agreement with the foregoing by
signing this Agreement.

Authorized Signatory of Authorized Signatory of

Smiths Detection Systems SOS Children’s Villages of India
Private Limited (the Company). Name: Sumanta Kar
Name: ________ Designation: Secretary General
Designation: _________,

the Witness the Witness

Name: Name:
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Designation: Designation:

Annexure:

Executive Summary

Brief background of SOS

Children’s Villages of India: SOS
Children’s Villages of India is a
pioneering non- profit organization with 57
years of committed experience of
caring for parentless & disadvantaged
children. Since its inception in 1964, SOS
Children’s Villages of India (SOS India)
has expanded its programs for children at a
rapid pace. Today it reaches out to over
25,000 children & their families, through 32
SOS Children’s Villages, allied & community
based projects like Family Strengthening
Programs, Kindergartens, Schools,
Vocational Training Centres, and a
Nursing School, spread in 22 states of India.

Proposal for Smiths Detections System India Private Limited

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Part A- Family Home Sponsorship

1. Family Home at Pune CV- 12,96,000/-
2. Solar Panel for Cochin CV and YH- 19,16,180 (Partial Payment of total proposal of Solar Panel)
3. Solar Panel at Pune CV-15,00,000 (Partial Payment of total proposal of Solar Panel)

Partnership Period: April 2022- March 2023(Recommended for 4-5 years to see the sustainable impact)

1. Situation Analysis
PRIMARY DATA – SOURCE: SOS CHILD VULNERABILITY STUDY 2008
 In India, there are approximately 20 million* children who do not receive adequate parental care support as
they are orphaned or are at a risk of losing their family. This is estimated to rise to 24.35 million by the year
2021.
 The total number of double orphans stands at 1.27 million, which would be 1.49 million by the year 2021.
 These children either become street children or are at a risk or facing abuse as they have no family or the
caregivers are not equipped to provide a safe family environment.
 SOS Children’s Villages of India is reaching a small portion of this population (approx. 24,000) and has a
long way to go…with your support. SOS plans to expand its reach from 24,000 to 60,000 by 2020. SOS is
the only organization that has a unique family & home based care model for child development.
*Source – National Child Vulnerability Analysis, commissioned by SOS in 2008

SECONDARY DATA – SOURCE: UNICEF

 In 2007, there were 25 million orphans in India, according to UNICEF. They also predict a fast rise in this
number due to social reasons and HIV/ AIDS.
 Children without parental care are vulnerable to malnutrition. As per UNICEF, 1 in 3 of the world’s
malnourished children lives in India. Malnutrition in early childhood has serious, long-term consequences
because it impedes motor, sensory, cognitive, social and emotional development.

2. About SOS Children’s Villages of India

Brief on organization’s evolution - Since its inception in 1964, SOS Children’s Villages of India (SOS
India) has expanded its programs for children at a rapid pace. Today it reaches out to over 24,000 children &
their families, through 32 SOS Children’s Villages, allied & community based projects like Family
Strengthening Programs, Kindergartens, Schools, Vocational Training Centres, and a Nursing School,
spread in 22 states of India.

Mission Statement: We build families for children in need, help them shape their own futures and share in
the development of their communities.

Primary Target beneficiaries: SOS works primarily for children who have lost their parents (orphans) or
at a risk of losing adequate parental care via a curative & preventive approach. SOS Children's Villages of
India also works in the spirit of the United Nations Convention on the Rights of the Child (UNCRC) by
providing Alternative Care for parentless Children. SOS India is providing a caring, protective and nurturing
environment to these parentless children and attaining self-sustainability by becoming contributing member
of society in the long run.
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The Family based care programme is aligned to the four pillars of UNCRC
 Right to Survival – right to live, access to nutritious food, shelter, adequate living standard, access
to medical services
 Right to Development – right to education, play, leisure, freedom of thought
 Right to Protection – right to safeguard against abuse, neglect, exploitation
 Right to Participation - freedom to express opinions, capacity development, opportunity to
participate in activities of society

3. SOS India Programs

The flagship programs for SOS Children’s Villages India are:

Curative Program – SOS Children’s Villages : SOS India operates a unique family based care program
which offers a second chance for orphaned and
abandoned children to grow in a nurturing environment
where they can realize their potential and covers complete
development – education, health and psychological. The
children are supported till they are settled through career or
marriage. This programme currently reaches over 6300
children via 32 SOS children’s villages in 22 states of
India. Each SOS Children’s Village has 15-20 family
homes; each home has 8-10 children and a SOS mother.

Preventive Approach – Community Program: SOS

India also operates community strengthening programs (FSP) to support vulnerable children in destitute/
mother headed families. This program uses a two-pronged approach - enabling children via education and
empowering their families by enhancing income via varied livelihood activities. This program reaches over
17500 children.

Other allied projects include schools, youth houses, vocational training Centers, reaching out to over 24,000
children annually. The SOS Children’s Villages of India is a part of SOS Children's Villages International
with operations in 132 countries with more than 500,000 beneficiaries worldwide

4. Brief about supported SOS Children’s Villages

A. SOS Children’s Village Cochin: The SOS Children’s Village in Cochin was established in the year
1990. Presently, the village under its Family Based Care Programme nurtures over 150 children, who
are looked by loving SOS Mothers and SOS Aunts. SOS CV Cochin completed its milestone of 25
years of service in the year 2016.The village witnesses a variety of programmes that are organized
for children, mothers and other co-workers. Festivals of both national and international importance
are celebrated with great enthusiasm in the village, where everyone gathers together and enjoys
merrymaking. To promote team spirit, excursions and picnics are also organized for children and
their family members; this serves as a time for children to bond well with their family members.
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ions for Canon India Pvt Lt

5. CSR – Partnership projects
A. Family Home Sponsorship- Supporting 1 Family Homes in SOS Children’s Village of India

Project description: Under the Family Based Care Partnership, the focus will be on child development
such as the child’s growth, learning and development from early years to adulthood in a caring family
environment.
Objective of partnership: is to provide high quality care and education to 8-10 parentless and destitute
children living in a Family Home along with SOS Mothers leading to settlement in life via job or marriage
and enable them to live a life of dignity and financial independence as contributing members of the society.
Family home also includes the children, who are staying at youth homes and hostel facilities/ PG
accommodation, since they are the part that family only. Reasons for staying separately:
 As per Juvenile Justice Act, boys who are not blood related to sisters living in same home are
required to stay at separate premises, once they reach puberty/ a certain age or maximum 14 years, so
they are shifted to Youth Homes which are run by SOS India.

 Children (Boys & Girls) who became school graduates and perusing their higher education are being
shifted their respective collage / institute hostel facilities or staying in PG accommodation near to
their colleges.

Programme Components
a) Care: SOS provides direct care to the children so that a child can build a supportive, reliable and lasting
relationship. SOS Mother will ensure the wellbeing of the child, that the child is not discriminated against, be
it by gender, health or ability, is being listened to and her/his voice is taken into consideration in all actions
relevant for her/his life and overall development.

Food and Nutrition: The child has access to sufficient food on a regular basis and a balanced diet
supporting his/her development.

Shelter: The child has access to adequate housing conditions that is safe and permanent.

b) Education: In the SOS Children’s Village Programme, the focus is on child development such as the child’s
growth, learning and development from birth to adulthood in a caring family environment. Other aspects that
are important for the development are physical, emotional, intellectual, social, cultural and spiritual.
Education is imparted in the following manners:

 Formal education: the child has access to pre-primary, primary, secondary and vocational education
and training.
 Non-formal education: the child has access to educational activities outside the formal education
system which support her/his holistic development.
 Informal education: the child has access to play, social networks and stimulating situations which
enable her/him to build her/his values, beliefs, attitudes, everyday skills and knowledge.
c) Health:
 The child has access to preventative and curative health care, e.g. treatments,
vaccination/immunization, medicine, check-ups.
 Psycho-social support: the child has access to services supporting her/his cultural, emotional, social,
cognitive and spiritual development.
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Desired Impact Indicators

The impact of the programme is regularly reviewed with respect to the education, health, hygiene, skill
development, confidence building, emotional stability and settlement of children. To assess the performance
of the programme certain verifiable indicators are given below:
 100% enrolment of children either in school education or in vocational training.
 Quality education reflected through improved performance of children
 Promotes better integration into society when the children grow up.
 Mentoring & advancement of our children in any vocation or in higher education
 Securing our children’s future by settling them via career.
 Health improvement (weight, height, occurrence of diseases, immunizations, etc.)
 Improved awareness programs on child rights, child protection, hygiene, legal rights, parenting
skills,etc. for caregivers and community members.
 Improved standard in communication skills, computer skills, knowledge of career options, life skills,
etc. among children of the target group and other children in the community.
 Quality education reflected through improved performance of children.
 Settlement of our children either through marriage or vocation.

Budget for 1 family Home at Pune for Apr 2022- Mar 2023

Family Home Linewise Items For Children's Village Budget For 1 Home (8
S.No.
Pune Children)

1 Food Allowance 1,87,200

2 Clothing 35,000
3 Education- School Fees, books, stationary 2,97,787

4 Transport for children/Online Classes 42,000

Family Expenses- pocketmoney, misc. purchases, daily
5 74,600
toiletries
6 Activities conducted for children 41,470
7 Medical Expenses 45,000
8 Village Repair & maintenance 70,000

9 SOS Mother and aunt's salary and allowance 2,86,000

10 Transport and communication(Village Staff) 11,643

11 Utilities- electricity, water, generator 68,796

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Proportion Cost Of Co-workers( VD, Education

12 1,36,504
coworker)

Total 12,96,000.00

Reporting

SOS Children’s Villages of India will be submitting half-yearly and annually narrative and audited Fund
utilization certificate (FUC) reports to Canon India.
 For submission of narrative report 30 days’ time is required from due date

 For submission of FUC 45 days’ time is required from due date.

B. Solar Panels - Supporting 2 CVs in SOS Children’s Village of India

Harnessing Solar Energy in our Children’s Villages
The organization is committed to adapting eco-friendly approaches and practices to ensure sustainability in
every action. It is committed to the cause of climate change and thus intends to contribute to the cause
within its area of work. The project will establish a Solar Lighting System
Rationale
•Power cuts are very common at the Children’s Villages’ locations with frequent power cuts daily during
Peak Summers. During the evening, the whole village becomes dark which affects the movement and safety
of children, especially girls. With the installation of a solar system, the Village will have an uninterrupted
power supply.
•By installing solar plant provide confidence to mothers and children to go out in the evening to attend
extracurricular activities and tuition classes which will help them to get exposure to attaining holistic
development and become independent contributing members of society in the long run.
•The installation of the solar system in the village will enable the children in the Village to continue their
regular study schedule which was interrupted due to the power cuts. The SOS India mothers will be able to
finish some of their household chores under the lighting provided by the Solar system.
•It will help us in cutting down the operational cost of running SOS Children's Villages as they are cost-
effective and creates a possibility of saving more funds which can be used to innovate and initiate more
robust programmatic interventions to ensure holistic development of the SOS India Children.
A solar Lighting System is powered by solar energy using solar cells that convert solar energy (sunlight)
directly to electricity. Solar PV converts sunlight to generate electricity through a photovoltaic process. A
solar plant consists of ----
• Solar Panels - These are mounted on the roof and convert sunlight into DC power.
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• Mounting Structures - These secure the solar panels to the roof of the building. Most mounting
structures are strong enough to hold the solar panels even at high wind speeds, such as during cyclones.
• Inverter – This converts the generated DC power into the AC power that is required by the
appliances. A charge controller also regulates battery charging if required.
• Other solar plant components are cables, junction boxes, fuses, etc.
• The size of the solar plant depends on the electricity load and the number of kWh (units) required.
The size of solar plant installation is limited by the extent of shade-free rooftop space available.
• The expected lifetime of a solar PV plant is 25 years.
Project Impact
Harnessing Solar Energy in our Villages
Environmental Benefits:
1. Solar systems are pollution-free as it is a Green Technology. This natural resource i.e. solar energy
does not pollute the air when being converted into electricity by solar panels or other thermal devices.
2. Utilisation of clean energy enables us to reduce our carbon footprint (CO2 Emission Per kWh is
estimated to be 0.91-0.95 per kWh).
Economic Benefit: Savings in the electricity bills. This would have a direct impact on the consumption of
existing units of electricity and thus help in reducing the outflow of cash.
Long Terms Benefits: The solar system offers long-term benefits beyond a simple economy. In addition to
having free energy, after the system has paid for itself in reduced utility bills.
Other Benefits: Minimum maintenance, negligible operating cost, hot water supplies un-affected by power
cuts, Easy to switch over to electric backup during absolute cloudy/foggy days, safe, clean, silent, minimum
25 years’ service lives, as there are no moving parts.
Successful installation of Solar Plant at Children’s Villages
We have already installed Solar Power Plants at the SOS Children’s Villages at Greenfields, Hyderabad and
Jaipur and it has successfully helped the children to cope with their studies despite the frequent power cuts
and will also positively impact SOS financially in the long run. SOS would like to install this Technology in
all the SOS Villages in the near future.

Budget* for the solar Plants at two CVs

S.No Location Amount
1. SOS CV Cochin 38,25,000
2. SOS CV Pune 38,82,780
3. SOS YH Cochin 5,80,000
Total 82,87,780
*Detailed Budget Sheet attached separately

Timeline for the project: August 2022– March 202

SOS India Offers to the Corporate

 All donations to SOS India are 50% Tax exempt under 80G section of the income Tax Act, 1961.
 Comprehensive employee volunteering opportunities across all locations.
 Announcement of CSR program with SOS in SOS internal media, website and SOS Messenger
which goes out to over 60,000 people.
 Satisfaction of giving back to the society through a trust worthy and well respected NGO.
 SOS Children’s Villages of India realizes the importance of brand and program awareness to ensure
sustainability for both its programs and importantly, its partnerships with donors. We offer branding
boards at front of Family Home supported.
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 The Progress of supported children along with other parameters will be submit through
annual report