MEMORANDUM QF
UNDERSTANDING BETWEEN INDUSTRIALIST'S OF DIFFERENT
COUNTRIES TO DIVERSIFY THEIR ACTIVITIES QF BUSINESS [CD1]
THIS
MEMORANDUM OF UNDERSTANDING IS MADE AT MUMBAI ON THIS ………………DAY OF………………2000
Between Ws XYZ PIc, a company incorporated and existing under the German
Companies Act and having its corporate office at ................... Germany
(hereinafter referred to as "XYZ") of the ONE PART and M/s ABC Ltd.,
a company incorporated and existing under the Companies Act, 1956 and having
its registered office at………………Mumbai(hereinafter referred to as
"ABC") of the OTHER PART;
WHEREAS the parties are in the business for the last 20 years and have
experience and capabilities in the field of business of manufacturing of
various. products and have factories in various parts of the world;
AND
WHEREAS the parties intend Ito explore the
possibilities and opportunities that exist In the countries of both the parties
and to diversity their business activities and with that Intention desire to
join their skills, experience and resources;
AND
WHEREAS with the said intention, the
representatives of XYZ have come over to Mumbai to negotiate with ABC and felt
that they agree in principle to co-operate and to further negotiate and
finalise the business relations between the parties to establish factories in
India or in Germany in joint collaboration;
AND the Parties herein desire to record their understanding and to
agree for a programme for further negotiation for establishment of long lasting
business relationship between the parties In the manner set forth in this
Memorandum;
NOW
IN CONSIDERATION OF THE PREMISES, THE PARTIES HEREBY RECORD THEIR UNDERSTANDING
AS FOLLOWS.
(1)
The Parties shall constitute a
Working Group consisting , of 4 persons, out of which each party will nominate
two representatives within a period of 15 days from the date, of execution, of these presents. The representatives nominated by
the parties shall have the authority to represent and bind appointing party, In
all mafters1hat come before it. The working group shall establish the rule,
procedure, frequency and place of meeting. XYZ shall while nominating its
representatives shall, nominate the person out of two persons nominated by it,
to act as chairman of the Working Group ,The Working Group shall submit a joint
report every month to both the parties about the progress made by it and the
parties will have right to give suggestions to the Working Group relating to
the functioning and working of the Group.
(2)
The Working Group appointed by
the parties shall act to achieve the objectives of this Memorandum and will try
to finalise the blue print of the business/s, which may be established by both
the parties in India or Germany. The said group may also appoint consultants
and advisors to help them in coming to a conclusion about the business
activities to be conducted by the
parties.
(3)
Subject to the provisions of
clause (4), all expenses and costs incurred by a party in relation to the
Memorandum shall be borne and paid by the party incurring the same and the
other party will not be liable to reimburse the expenses incurred by it.
(4)
The costs and. expenses
incurred by the Working Group relating to the appointment. of consultants and
advisors will be borne by ABC, and 50%
of the said costs and expenses, will be reimbursed by the XYZ to ABC. The ABC
will submit a bill for reimbursement of the costs and expenses to XYZ along
with the details and copies of the bills/receipts relating thereto. XYZ will
make the payment of the bill to ABC within 15 days from the date of the receipt
of ,the said bill..
(5)
Any letter or notice required
to be sent or required to be made under this Memorandum shall be in writing,
signed by the authorised representative of the party giving such notice, and
shall be sent by facsimile transmission or by registered air mail to the other
party at its address set forth herein above or at such other address as such
other party may subsequently notify.
(6)
Both the parties agree that it
and its associates or affiliates shall
not associate individually or in combination with others, directly or
indirectly relating to the subject matter of this Memorandum, except with the
consent of the other party.
(7)
This Memorandum shall remain in
force for one year from the date of
these presents or the execution of an agreement between the parties or
agreement of the parties to terminate or otherwise withdraw from this
Memorandum.
(8)
The parties agree that the
release and contents of all public announcements, other than when such
disclosure is required under any law, relating to this Memorandum shall be made
by any party with the prior written approval of the other party.
(9)
The obligations of the Parties
under clauses of this Memorandum are of
binding nature and shall survive the termination or expiration of this
Memorandum.
(10)
It is made clear that the
Parties have no intention to bind each other by this Memorandum and no party
will have the right to file any claim against the other party for the breach of
the Memorandum. It is specifically made clear that by this Memorandum, the
Parties do not intend to create a partnership, joint venture or collaboration
or any company or any other entity of whatsoever nature.
IN
WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS MEMORANDUM TO BE EXECUTED THROUGH
THEIR AUTHORISED REPRESENTATIVES on the day and
year first hereinabove written.
Signed and delivered by the within named XYZ Pic. through the hands
of Shri……………… its authorised official In the presence of
Signed and delivered by the within named ABC Ltd., through the hands
of Shri ……………its authorized official in the presence of 1 .
2.
[CD1]MEMORANDUM QF
UNDERSTANDING BETWEEN INDUSTRIALIST'S OF DIFFERENT
COUNTRIES TO DIVERSIFY
THEIR ACTIVITIES QF BUSINESS
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