Kagaznama

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Memorandum of Understanding (General Business)

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  1. The two parties
  2. What you are exploring
  3. Exclusivity, confidentiality and costs
  4. Term, disputes and signing

Step 1 of 4

The two parties

For example: Northline Analytics Private Limited

Party A's constitutionNeeded
Party A's addressNeeded

For example: Rohit Nair, Director

For example: Bansal Fresh Foods

Party B's constitutionNeeded
Party B's addressNeeded

For example: Kavita Bansal, Proprietor

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MEMORANDUM OF UNDERSTANDING

BETWEEN

__________, __________, of __________, acting through __________ ("Party A");

AND

__________, __________, of __________, acting through __________ ("Party B").

Party A and Party B are each a "Party" and together the "Parties".

RECITALS

B. The Parties wish to record the basis on which they will explore that collaboration, without at this stage binding either Party to enter into a definitive agreement.

NOW THIS MOU RECORDS AS FOLLOWS.

  1. 1. PURPOSE AND SCOPE

1.1 The purpose of this MOU is as recorded in Recital A.

  1. 2. NOT A DEFINITIVE AGREEMENT

2.1 This MOU records the Parties' present intention to explore the collaboration described above. Except for clauses 4, 5, 6, 8, 9, 10 and 11, which are binding on the Parties as stated in clause 8, nothing in this MOU is intended to, or does, create a binding obligation on either Party to proceed with, complete, or agree the terms of any collaboration or definitive agreement.

  1. 3. EXCLUSIVITY
  1. 4. CONFIDENTIALITY

4.1 Each Party shall keep confidential all non-public information disclosed to it by the other Party in the course of the discussions under this MOU, shall use it only for evaluating the collaboration described in Recital A, and shall not disclose it to any third party without the disclosing Party's prior written consent, except to its own officers, employees and professional advisers who need to know it for that purpose and who are bound to keep it confidential.

4.2 Clause 4.1 does not apply to information that is or becomes public other than through the receiving Party's breach, that the receiving Party already lawfully held before disclosure, that is independently developed without reference to the disclosed information, or that is required to be disclosed by law or by a competent authority.

  1. 5. COSTS
  1. 6. NO PARTNERSHIP OR AGENCY

6.1 Nothing in this MOU, and nothing done by either Party under it, creates a partnership within the meaning of s.4 of the Indian Partnership Act, 1932, a joint venture, or a relationship of agency or employment between the Parties. Neither Party has authority to bind, or to hold itself out as able to bind, the other Party to any obligation, and neither Party shall represent to any third party that such authority exists.

6.2 In particular, no reference in this MOU or in the Parties' discussions to sharing revenue, profit or cost is intended to create, and none creates, a sharing of profits of a business carried on by both Parties, or any of the incidents of a partnership between them.

  1. 7. INTELLECTUAL PROPERTY

7.1 Nothing in this MOU transfers or licenses any intellectual property of either Party to the other. Any intellectual property created jointly in the course of the discussions under this MOU shall be dealt with as the Parties separately agree in writing, and until they do, neither Party shall use it without the other's consent.

  1. 8. WHAT IS BINDING

8.1 Clauses 4 (Confidentiality), 5 (Costs), 6 (No Partnership or Agency), 9 (No Publicity), 10 (Dispute Resolution and Governing Law) and 11 (General) are legally binding on the Parties from the date of this MOU. No other clause of this MOU is intended to be legally binding, and no other clause creates an obligation enforceable by either Party against the other, whether in contract or otherwise.

  1. 9. NO PUBLICITY

9.1 Neither Party shall issue any press release or public statement about the existence or content of this MOU, or about the discussions under it, without the other Party's prior written consent, except as required by law or by a stock exchange or regulator to which a Party is subject.

  1. 10. TERM AND TERMINATION
  1. 11. DISPUTE RESOLUTION AND GOVERNING LAW
  1. 12. STAMP DUTY
  1. 13. GENERAL

13.1 This MOU is the entire understanding between the Parties about its subject matter and supersedes all prior discussion of it, whether oral or in writing.

13.2 No amendment or extension is effective unless made in writing and signed by both Parties.

13.3 If any provision is held invalid or unenforceable, the rest of this MOU continues in effect.

SIGNED AND DELIVERED by PARTY A
__________
Through: __________

Signature: ______________________________

SIGNED AND DELIVERED by PARTY B
__________
Through: __________

Signature: ______________________________

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