Professional Documents
Culture Documents
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(hereinafter referred to as “_______” or the “Party 1” which expression shall, unless
it be repugnant to the context or meaning thereof, mean and include
successors-in-interest and permitted assigns of Party 1);
And
[Name of Party 2], a private limited company within the meaning of the Companies
Act, 2013, with CIN _________, having its registered office at __________ and its
corporate office at _____________ (hereinafter referred to as “Party 2” which
expression shall, unless repugnant to the subject or context thereof, include its
successors-in-interest and assigns of Party 2);
(Party 1 and Party 2 are hereinafter collectively referred to as the ‘Parties’ and
individually as ‘Party’)
WHEREAS
4. Both Parties have now decided to enter into a detailed understanding for
[mention purpose of contract] on the terms and conditions mentioned below.
NOW, THEREFORE, in consideration of their mutual undertakings as mentioned
below, the parties do hereby agree as follows:
1. SCOPE OF MOU AND RESPONSIBILITIES OF PARTIES
1.1. Subject to the terms of this MoU, Party 1 shall perform the following:
1.1.1. [Mention all the responsibilities of Party 1]
1.1.2. [Mention all the responsibilities of Party 1]
1.1.3. [Mention all the responsibilities of Party 1]
1.2. Subject to the terms of this MoU, Party 2 shall perform the following:
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1.2.1. [Mention all the responsibilities of Party 2]
1.2.2. [Mention all the responsibilities of Party 2]
1.2.3. [Mention all the responsibilities of Party 2]
1.3. [Mention any other term if necessary to clarify the responsibility/ rights of
either party]
2. UNDERTAKINGS OF PARTY 1
2.1. Party 1 agrees:
a) to comply with all requirements of Law in connection with the
use of the Content;
b) not to sublicense, assign, transfer, pledge, offer as security, or
otherwise encumber the Content or any of the rights granted
hereunder in any way other than as expressly provided in this
MoU;
c) not to use any Standard Documents or the Content in any
manner or for any purpose whatsoever in violation of the terms
of this MoU;
d) and acknowledges that they shall not at any time during the
Term or thereafter (i) claim, challenge any right, title or any
other interests in the Standard Documents or Content, (ii)
contest the validity of the copyrights or other proprietary
interests in and to the Standard Documents, Content or any
other Intellectual Property held by either Party;
e) that __________ [Parties of the First Part] shall not work with any
other bank as a knowledge partner for this Course.
2.2. Party 2 agrees that:
3. INDEMNITY [if applicable]
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__________ [Parties of the First Part] agrees that it shall indemnify and hold
harmless _____ [[Parties of the Second Part], to the fullest extent permitted by
applicable law, for all losses and liabilities (including due to claims by a third
party), incurred by _____ [Parties of the Second Part] for breach of its
representations or warranties.
4. REPRESENTATIONS AND WARRANTIES
4.1. _____ [Parties of the Second Part] agrees and represents that _____
[Parties of the Second Part] has the authority to execute, deliver and
perform its obligations under this MoU, having obtained all required
consents, and is duly organized or formed and validly existing in good
standing under the laws of the state of its incorporation or formation.
4.2. __________ [Parties of the First Part] represents and warrants that it:
a) has the authority to execute, deliver and perform its obligations
under this MoU, having obtained all required consents from the
Directors;
b) is duly organized or formed and validly existing in good
standing under the laws of its incorporation or formation; and
c) owns all right, title and interest in and to the Content.
4.3. __________ [Parties of the First Part] represents that it has the
intellectual property rights in the Content and shall hold ____ [Parties
of the Second Part] harmless from any direct or indirect claims,
damages, penalties, losses, attorney’s fee or any other amount arising
from any defects in such rights or claims raised by any third party in
this respect.
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5. TERM AND TERMINATION
5.1. This MoU will be effective as of the date hereof and will continue for a
period of __ [in numeric] (__[in words]) years (Term), and shall be
automatically renewed for a subsequent Terms, unless earlier
terminated in accordance with this MoU.
5.2. The Parties shall be free to add other projects or courses within the
terms of this MoU.
5.3. Termination for breach: This MoU may be terminated forthwith by
either party if the other commits any material breach of any term of
this MoU and which (in the case of a breach capable of being
remedied) shall not have been remedied within 60 (sixty) days of a
written request to remedy the same.
5.4. Termination for convenience: This MoU may be terminated by _____
[Parties of the Second Part] or ___ [Parties of the First Part] for
convenience with four (4) months prior written notice.
5.5. If this MoU is terminated due to a material breach of provisions of this
MoU or for convenience, _____ [Parties of the Second Part] shall be
absolved of its responsibilities and will not be acknowledged as a
knowledge provider, except for students who enrolled in previous
batches or whose courses are incomplete until the date of termination.
5.6. Upon termination, neither party shall have any further obligations
under this MoU, other than (a) the liabilities accrued up to the date of
termination (b) responsibility to continue co-branding on the
certificates for students admitted prior to termination and (c) the
obligations which, by their terms, survive termination including,
without limitation, the applicable confidentiality provisions of this
MoU.
5.7. Upon termination, the exclusivity under this Agreement in favour of
_____ [Parties of the Second Part] shall lapse and ___ [Parties of the First
Part] shall be free to approach other banks for similar relationships.
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6. CONFIDENTIALITY
6.1. Before, or at the time of, or following the execution and delivery of this
MoU, both ___ [Parties of the First Part] and _____ [Parties of the Second
Part] shall not disclose any Confidential Information pertaining to the
parties or their businesses, any confidential _____ [Parties of the Second
Part] documents.
6.2. Notwithstanding anything contained in this MoU, this clause 6 shall
survive the termination of this MoU.
7. STATUS OF THE PARTIES
7.1. The relationship of the Parties to each other is that of independent and
autonomous organisations. Nothing in this MoU shall be construed to
create any partnership, franchise, agency between the Parties.
7.2. The Parties cannot without the prior written consent of the other Party,
sub-contract, assign or otherwise delegate any or all of its rights and
obligations under this MoU to another entity.
8. GOVERNING LAW AND DISPUTE RESOLUTION
8.1. This MoU is governed by and shall be construed in accordance with
Indian laws. The Courts at Mumbai shall have exclusive jurisdiction in
respect of this MoU.
8.2. In case of any dispute which arises out of or in respect of this MoU, the
Parties shall make reasonable effort to resolve the issues in a
practicable manner, as far as possible by mutual negotiation. Where
negotiation has broken down, all disputes or differences between the
Parties arising in connection with the interpretation or implementation
of this MoU or any clause hereof, which cannot be resolved by
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negotiation, the parties agree that the courts of Mumbai shall have
exclusive jurisdiction to settle any disputes.
9. NOTICES
Any notice, communication or statement required to be given under this MoU
shall be in writing and shall be sent by hand delivery, registered post with
postage full prepaid and with acknowledgment due, receipted courier or by
electronic mail to the applicable Party at the contact details indicated below or
to such other address as a Party shall designate by similarly giving notice to
the other Party.
Notice to be given to _____ [Parties of the Second Part]:
Address:
Notice to be given to __________ [Parties of the First Part]:
Attn:
Address:
Phone:
Email:
10. ENTIRE AGREEMENT AND ALTERATION
No modification, amendment, supplement or waiver or of any provision of
this MoU shall be effective unless made by a written instrument duly
executed by both the Parties which specifically refers to this MoU. Both the
Parties agree to consider email as a written instrument for the purposes of this
Clause.
SIGNED AND DELIVERED ON BEHALF OF __________ [Parties of the First Part]
PRIVATE LIMITED
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Name: Mr.
Designation: Director
SIGNED AND DELIVERED ON BEHALF ______ [Parties of the Second Part]
Name: Mr.
Designation:
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