Memorandum of Understanding.
THIS Memorandum of Understanding (“MOU”) is made on this ___ September 2018 (Effective Date) between
__________________________, a company engaged in providing consulting services and having its registered office at __________________________________
___________________________________, hereinafter referred to as “__________”
Sekhon Family Office ( SFO ) , a company engaged in providing services and having its registered office at 53, “Rajgrahi” Nutan Laxmi Society, N.S. Road No.9, JVPD Scheme,Vile Parle (W), Mumbai: 400 049, hereinafter referred to as “SFO” which expression shall be deemed to mean and include its successors and assigns.
_________ and SFO are collectively referred to as the “Parties” or individually as a “Party” as the context may require.
WHEREAS, _________ is contemplating to work in the area of business development collaboration for the consulting services on referral basis with SFO (hereinafter referred to as the “Purpose”):
WHEREAS, ___________ desires to engage SFO to generate the business developments leads in connection with the Purpose:
AND WHEREAS, the __________ has stated that he has the required knowledge, professional skills, expertise and resources to provide the Services and has agreed to provide the Services as set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained herein, the Parties hereto hereby agree as follows:
- SCOPE OF SERVICES
1.1 Scope of the services of SFO shall be to generate leads for the consulting services from the client base of SFO for _________ on referral basis.
2.1 SFO and ____________ acknowledges and accepts that for the purpose of execution of the Services, Confidential information will be disclosed by the Parties.
2.2 Confidential Information includes all information of whatever nature, whether in written, oral or any other tangible form, provided, obtained or accessed in connection with or arising out of this Agreement including without limitation all information pertaining to the client, the Purpose of the services provided by SFO.
2.3 The Parties acknowledges that Confidential Information shall be treated and safeguard as confidential and will be used solely for the purpose of performance of the Services.
2.4 Not at any time without the prior written consent of SFO, will the Confidential Information or relevant discussions in connection with the Project be disclosed to any person or any third party, other than the SFO’s personnel who are required in the course of their duties to receive such Confidential Information for the purpose of performance of the Services. All personnel of the Parties who receive such Confidential Information are bound by the confidentiality obligations under this Agreement.
2.5 The Parties will not copy, reproduce, modify, use or permit or enable any person to use any of the Confidential Information in any manner other than for the purpose of performance of the Services.
2.6 In the event of termination / expiry of this Agreement, completion of Services or upon written request, the Party shall promptly return the Confidential Information to the other Party together with any copies thereof.
2.7 The obligations under clause 2 shall survive the termination of this Agreement.
3.1 For the business generated by the SFO, ________ shall compensate SFO as per the details set forth in Appendix A
3.2 All invoices should bear an original signature, must contain details of SFO’s bank account, their GST number, Permanent Account Number and any other details as set forth in Appendix A.
3.3 Upon realization of professional fees by _______ for the business generated by SFO, _________ will release payment to SFO in accordance with milestones specified in Appendix A, within 7 days of receipt of payment from the Client. The payment to the SFO shall be subject to deduction of tax at source (TDS) as per the applicable statutory regulations. _______ shall provide to SFO the TDS Certificate for such deductions.
4.1 (_________) shall indemnify, defend and hold harmless SFO against any claims, liabilities. Losses, damages, cost & expenses, whatsoever and however, relating or arising out of the obligations under this Agreement.
- FORCE MAJEURE
5.1 For the purposes of this Agreement, “Force Majeure” means an event which is beyond the reasonable control of a Party, and which makes a Party’s performance of its obligations under this Agreement impossible or so impractical as to be considered impossible under the circumstances.
5.2 The failure of a Party to fulfill any of its obligations under this Agreement shall not be considered to be a breach of, or default under this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has informed the other Party promptly of the occurrence of such an event.
5.3 If as the result of Force Majeure, _________ is unable to perform its obligations under this Agreement for a period of not less than 30 [thirty] consecutive days, SFO shall be entitled at the expiration of such period to terminate the Agreement by giving a written notice to the _______ of not less than 7 (seven) days.
6.1 SFO is entitled to terminate this Agreement by giving a written notice of not less than 30 (thirty) days to ------------, if SFO, in its sole discretion and for any reason whatsoever, decides to terminate this Agreement.
6.2 The obligations of the Parties incurred prior to the effective date of termination shall continue to be in full force and effect notwithstanding the expiration or termination of this Agreement.
- INDEPENDENT PARTY
7.1 Both parties confirms that it is not acting in the manner as principal or as an agent or broker and accepts that nothing in this Agreement will create any partnership, joint venture, agency, franchisee, sales representative, or employment relationship between SFO and __________.
8.1 Disputes under this Agreement shall be first resolved by attempted negotiation at the highest executive levels between the Parties. In the event such executive negotiation is unsuccessful, the dispute or disputes shall either be decided by a sole Arbitrator mutually appointed by the Parties or an Arbitral Tribunal consisting of three Arbitrators. Each party shall appoint one Arbitrator and the Arbitrators so appointed shall appoint the third Arbitrator who will act as Presiding Arbitrator. The arbitration proceeding under this clause will be in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and any statutory modifications or re-enactment in lieu thereof. The arbitration proceedings shall be in English language, venue of the arbitration shall be Mumbai and cost of the arbitration will be borne by the parties in equal shares. The award of the Arbitrators shall be final, conclusive and binding on both the Parties.
- Non – Compete Agreement by Non-Solicitation of Referral Sources
- Referee ( business partner) agree during the course of engagement with referrer (SFO) refereed client the Referee ( business partner) shall not solicit or attempt to solicit (either directly or by assisting others) any business or referrals from referrer (SFO) referral sources or prospective referral sources which are actively being sought by referrer (SFO). This restriction shall apply only to referral sources and prospective referral sources with whom Referee ( business partner) had Material Contact through referrer (SFO) introduction or participation in conclaves . For purposes of this “Material Contact” means contact between Referee ( business partner) and an existing or prospective referral source of referrer (SFO). All customers that the referee ( business partner) gets from the referrer (SFO) would also include all the networking leads that are resulted during the referrer (SFO) conclaves. If atall the referee engages in direct business with such customers they agree to honor the arrangements with referrer (SFO) as per Appendix A . The referrer (SFO) has full discretion to interact with the customers / conclave participants it refers for monitoring performance standards and quality of services and any direct business outside the framework of this document. The referee should proactively inform the referrer about any payments it receives from the referred clients.
- APPLICABLE LAW
10.1 The Agreement, including appendices and all matters relating to this Agreement shall be governed by, and interpreted and construed in accordance with the Indian Law and the courts in Mumbai shall have exclusive jurisdiction over all matters, disputes (including claims for set- off and counterclaims) which may arise in connection with this Agreement.
- Entire Agreement
11.1 This Agreement constitutes the entire, complete, final understanding and Agreement between the Parties concerning the Services and supersedes any previous understanding commitments, or agreements, oral or written.
11.2 No modification or amendment to this Agreement including appendices shall be binding upon the Parties unless made in writing and signed by a duly authorized representative of both Parties.
11.3 Any failure or delay by either Party in exercising any right, power or privilege hereunder shall not constitute a waiver nor shall any single or partial exercise thereof preclude any further exercise of any right, power or privilege.
IN WITNESS WHEREOF, _______________ and SFO have caused this Agreement to be executed and delivered by their respective duly authorized representatives as of the date first set forth above.
Title : ____________
Name: Mr. J.S Sekhon
FEE AND EXPENSES
- Referral Fee:
SFO shall be entitled to the referral fee of ____% for any and all assignment received from clients introduced by SFO from the date of introduction of __________ till the duration of association with that client.
The referral fee shall be paid to SFO by ___________ in milestone wise upon receipt of the professional fees from the client.
TERMS OF PAYMENT
Payment shall be made upon receipt of invoice from SFO and receipt of payment from the client.
Title : ___________
Date : August , 2018
Name: Mr. J.S.Sekhon
Title : CEO,
Date : August, , 2018