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
