MOU

This Memorandum of Understanding (the “MOU”) is entered into ____________________

(the “Effective Date”),

BY AND BETWEEN

Mr. Vivek Dhar (Son) (Hereinafter called the Party of the First Part which expression shall
include his executors, administrators, legal representators, successors, etc.)
AND
Mrs. Sadhana Tikku ( Wife) (Hereinafter called the Party of the Second Part which
expression shall include her executors, administrators, legal representators, successors, etc.)

WHEREAS both the parties’ grandmother named Mrs Shyaam Kaul , w/o Mr. Manohar
Nath Kaul , resided at Old No. 139. New No- 284/272, Model Colony , Araghar, Dehradudn
was the sole owner of the property stated herewith.
AND WHEREAS Mrs. Shyama Kaul made her WILL on 20.06.2005 which was registered at
________ on 30.06.2005.

AND WHEREAS Mrs. Shyama Kaul stated in her WILL that all her property and assets will
bequeath to her daughters named Ms. Sucheta Banerjee and Ms. Bulbul Kaul. She further
stated that if either of the daughters dies intestate, then the deceased person’s share in the
WILL shall bequeath to Mrs. Shyama Kaul’s third daughter namely Mrs. Vijaya Dhar ‘s both
kids, Mr. Vivek Dhar and Mrs. Sadhana Tikku respectively.

AND WHEREAS Ms. Bulbul Kaur passed away on ____ and hence as per the clauses stated
in the WILL, the deceased’s share in the WILL shall bequeath to Mrs. Vijaya Dhar ‘s both
kids, i.e., the parties in this MoU, Mr. Vivek Dhar and Mrs. Sadhana Tikku respectively.
WHEREAS, Both the parties desire to memorialize certain terms and conditions with respect
of the property bequeathed to them by virtue of the death of Ms. Bulbul Kaur.

NOW THEREFORE, in consideration of the mutual promises and covenants contained

herein, the Parties agree as follows:

 
1. PURPOSE AND SCOPE:-

The Parties intend for this MOU to provide the foundation and structure for any and
all possibly anticipated binding MoU related to
___________________________________.
This MOU should not establish or create any type of formal MoU or obligation. Instead, it is
an MoU between the Parties to work together in such a manner to encourage an atmosphere
of collaboration and alliance in the support of an effective and efficient partnership to
establish and maintain objectives and commitments with regards to all matters related to
_______________________________________________________.

I) Objectives : The Parties agrees as follows:

1. That the First Party had a total share of Rs 37,04,000 (Rupees Thirty Seven Lacs and
Four Thousand Rupees Only ) out of the WILL , which was accepted from the Second
party and the First Party acknowledges the acceptance of the same through this MoU.
2. That the First Party acknowledges acceptances of his share in the WILL through this
MoU. Once this MoU is entered into & registered , the First Party and /or his legal
representatives shall not institute any suit or proceedings with respect to his share in
the WILL in any court of Law.
3. That the First Party agrees that they shall not claim any amount other than Rs Rs
37,04,000 (Rupees Thirty Seven Lacs and Four Thousand Rupees Only ) out of the
share in WILL from the Second Party.
4. That the Second Party can transfer his share to any person / persons and that the First
Party shall co-operate if any signature or attestation is required of the latter party.
5. That the First Party agrees that whatever share / money he gets or will get out of this
WILL shall bequeath solely and entirely to the Second Party.
6. That the First party agrees that the Second Party has the right to deal with and dispose
off his share in the WILL , in any manner whatsoever and the First Party shall not
have any rights with respect to the same.
7. That in this MoU, wherever First Party name and Second Party is mentioned that shall
include their heirs and Legal Representatives.

2. TERM :- This MoU shall commence upon the Effective Date, as stated above, and
will continue until ___________________.

3. TERMINATION :- This MoU may be terminated at any time by either Party upon
______ days written notice to the other Party.

4. REPRESENTATIONS AND WARRANTIES :- Both Parties represent that they are

fully authorized to enter into this MoU. The performance and obligations of either
Party will not violate or infringe upon the rights of any third-party or violate any other
MoU between the Parties, individually, and any other person, organization, or
business or any law or governmental regulation.
5. LIMITATION OF LIABILITY:-

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE

OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING
FROM ANY PART OF THIS MOU SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF
DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR
THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.

6. WAIVER:- The failure by Second Party to exercise any right, power, or privilege
under the terms of this MoU will not be construed as a waiver of any subsequent or
future exercise of that right, power, or privilege or the exercise of any other right,
power, or privilege. 

7. LEGAL AND BINDING MoU:- This MoU is legal and binding between the Parties
as stated above. The Parties each represent that they have the authority to enter into
this MoU.

8. FORCE MAJEURE
If and to the extent that a Party's performance of any of its obligations under this
MOU, hindered or delayed by fire, flood, earthquake, elements of nature or acts of
God, Pandemic, acts of war, terrorism, riots, civil disorders, rebellions or revolutions,
or any other similar cause beyond the reasonable control of such Party (each, a
"Force Majeure Event"), and such non-performance, hindrance or delay could not
have been prevented by reasonable precautions, then the non-performing, hindered or
delayed Party will be excused for such non-performance, hindrance or delay, as
applicable, of those obligations effected by the Force Majeure Event for as long as
such Force Majeure Event continues and such Party continues to use its best efforts to
recommence performance whenever and to whatever extent possible without delay,
including through the use of alternate sources, workaround plans or other means. The
Party whose performance is prevented, hindered or delayed by a Force Majeure Event
will immediately notify the other Parties of the occurrence of the Force Majeure
Event and describe in reasonable detail the nature of the Force Majeure Event. If the
Force Majeure Event continues for a continuous period exceeding 30 (thirty) days, the
Parties shall mutually agree on the future course of action.

9. INDEMNITY
The First Party ("Indemnifying Party") hereby agrees to indemnify and hold the other
Party harmless from all damages, costs, attorney's fees or other losses arising out of or
relating to:
a. breach of this MOU by the Indemnifying Party;
b. breach of any representation or warranty by the Indemnifying Party.
 10. NON-SOLICITATION
Notwithstanding any provision to the contrary, each of the Parties agree that the
Parties (or any Person forming part of the Parties) shall not for a period of 3 years
from the date of this MOU:
a. directly or indirectly, partner with or enter into any whatsoever (whether as an
employee, consultant, advisor, independent contractor, partner or otherwise) any
employee or consultant of the other Party,
b. directly or indirectly, approach, canvass, solicit, or otherwise entice using any
incentive whatsoever (whether such incentive be in cash, kind or a composite of the
same or in any other manner), any employees, vendors, customer, consultant,
contractor or agent of the other Party.

11. SEVERABILITY
If any provision of this MOU shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision thereof, and this MOU shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. Any invalid or
unenforceable provision of this MOU shall be replaced with a provision that is valid
and enforceable and most nearly gives effect to the original intent of the
invalid/unenforceable provision.

12. ENTIRE AGREEMENT

This MOU constitutes the entire agreement and understanding of the Parties with
respect to the subject matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understanding duties or obligations between the Parties
with respect to the subject matter hereof.

13. JURISDICTION AND GOVERNING LAW

The obligations, performance, interpretation and contents shall be governed by Indian

laws. Subject to the provisions of negotiation and arbitration, each Party irrevocably
and unconditionally submits to the jurisdiction of Courts and Quasi-Judicial Bodies at
Pune.

 
The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:

 
Name

Signed: _____________________________________
Name: _____________________________________

Date: _____________________________________

Name

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________