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MEMORANDUM OF UNDERSTANDING
ENTERED AT BHOPAL ON THIS……………..DAY OF……………..20…

BY AND BETWEEN

“M/S SYNC WATER TECH PRIVATE LIMITED” Company formed under Companies Act 1956 (as amended
time to time) with their registered office at FLAT NO 1 BLOCK NO 12 SHALIMAR ENCLAVE E 3 NOOPUR
BHOPAL 462041, Madhya Pradesh, India (hereinafter called "SWTPL" which expression shall unless
repugnant to the context include its successors and assigns)

- THE FIRST PARTY

AND

“M/S ORBIT ENGINEERING SOLUTIONS” a Sole Proprietorship firm having its registered office at GF, E-
45, PRIDE CITY, KATARA HILLS, BHOPAL, Bhopal, Madhya Pradesh, 462043 (hereinafter called "OES"
which expression shall unless repugnant to the context include its successors and assigns)

-THE SECOND PARTY

A. RECITALS

i. WHEREAS, “SWTPL” offers services in the area of civil construction with Government Department.
ii. WHEREAS, “OES” offers engineering and related solutions in the area of diversified IT and NON-IT
sectors.
iii. WHEREAS, “Parties” have desired to establish a Memorandum of Understanding (Hereinafter
referred to as “MOU”, as described below, to provide any purpose deemed necessary by the
Parties.
iv. WHEREAS, the parties shall work together on multiple assignments either directly or indirectly
and each assignment shall be termed as “Project” for which a separate agreement shall be entered
upon between parties with specific terms and conditions set forth in that agreement.
v. WHEREAS, this MOU shall be referred to as “Primary Agreement” by parties when the enter into
Project specific agreements.
vi. WHEREAS, this MOU also confirms agreement by the Parties goals, anticipated outcomes,
methodology, management structure, and a desire to foster an environment of open
communication and information exchange.
vii. WHEREAS, the Parties have consented in their respective Board meeting held
on_____________________, at ______________ approving the terms set forth in this MOU. (if applicable due
to the constitution of the parties)

A. INTERPRETATION PROVISIONS

i. In this Agreement "SWTPL” and “OES” shall each be referred to as a “Party” and jointly as “Parties”.
ii. In this Agreement project and Projects mean any present or future work to be done together by
parties.
iii. In this Agreement headings and words in bold are inserted for convenience and do not affect the
interpretation of this Agreement and unless the contrary intention appears:
For FIRST PARTY For SECOND PARTY

Authorised Signatory…………………………………………….. Authorised Signatory……………………………………………..

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iv. this Agreement may includes any schedule and annexures attached herewith or executed from
time to time;
v. a reference to a statute, ordinance, code or other law includes regulations and other instruments
under it and consolidations, amendments, re-enactments or replacements of any of them;
vi. the word ‘person’ includes a firm, a body corporate, an unincorporated association or an authority;
vii. a reference to a person includes a reference to the person’s executors, administrators, successors,
substitutes (including persons taking by novation) and permitted assigns;
viii. a reference to a part, clause, party, attachment, exhibit or schedule is a reference to a part and
clause of, and a party, attachment, exhibit and schedule to, this agreement;
ix. That the terms and conditions of this agreement shall remain valid till such time the contractual
obligations and responsibilities of the “PARTIES” are fulfilled.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY IS ACKNOWLEDGED, THE PARTIES HEREBY AGREE TO
RECORD THE TERMS OF THE MOU SET FORTH IN THIS AGREEMENT:

1. TERM OF AGREEMENT

A. The Initial term for which this Agreement “MOU” shall be in effect shall expire on the [first]
anniversary date hereof from the date of signing this agreement;
B. That however, that this Agreement shall automatically be renewed for successive one year terms
thereafter unless either party shall give written notice to the other party not less than 30 days
prior to the expiration of any term notifying the other party that such party is terminating this
Agreement upon the date on which the current term expires (“Termination Date”).
C. That all agreements, assistance, responsibilities, liabilities, assets and accounts needs to be closed
and settled between the parties on the expiration of the term of the agreement.
D. That the agreement may also be terminated with a written one month notice from either side. In
the event of non-compliance or breach by one of the parties of the obligations binding upon it, the
other party may terminate the agreement with immediate effect.

1. PRINCIPLES OF RESPECT AND OPEN DIALOGUE

A. The parties shall be respected for the inputs and outputs they offer to the Project. Commitment to
open, honest and direct communication was the basis for any Project collaboratively, and is the
premise upon which any work will proceed.
B. The parties seek to maintain a high degree of trust between them.
C. The parties acknowledge that each brings skills that are beneficial to the project and
complementary to the skills offered by other both the parities.
D. The parties also acknowledge that they may have to financially support each other for the purpose
of the project and elsewhere as and where the parties put written request to each other.

2. GOVERNANCE AND DECISION-MAKING

Both the parties would be deemed to have read all the governance section of the any of the said
proposal on which they would be working together and agree with the proposed Plan for
governance, and the means by which they will contribute to the decision-making process affecting
the research, outcomes, and related activities for the successful completion of the project.

For FIRST PARTY For SECOND PARTY

Authorised Signatory…………………………………………….. Authorised Signatory……………………………………………..

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3. KNOWLEDGE OUTPUTS AND MOBILIZATION

A. The parties to any Project share the desire to produce high quality outputs. Further, they will
share, promote, engage, and disseminate outcomes to the widest possible audiences that include,
but are not limited to, academic organizations, private for-profit and not-for-profit entities,
programs, policy- makers, and any other interested stakeholder, following the agreed-upon plan
established by the Project's management.
B. Accessibility of the outcomes, therefore, is of vital importance and the means by which the
outcomes are to be shared as articulated in the proposal have been accepted and agreed to by both
the parties. The Parties remain open to new mechanisms for knowledge mobilization (e.g. new
technologies, social networking mediums, etc.) as they are likely to evolve over the course of any
Project in which they participate together.

4. BUSINESS OPERATING CONDITIONS

That the parties agree to bring their acquired skill sets for the completion of the project in which they
participate together and agree to share and distribute the responsibilities between them as per the
terms and conditions set forth in Project specific agreement in which they enter into which is briefly
described as under unless agreed otherwise in writing
A. Business Roles:
i. “SWTPL” will handle all the Government Activities or any meetings, or performing any
activity which may lead to generation of more business.
ii. “SWTPL” will support for clearing out all the invoices related to the Project.
iii. “SWTPL” will handle all operational activities including tenders participation and it 's
execution.
iv. “OES” will utlize its techival expertise, contacts and contacts to procure and supply the
products as per the tender specification won in tender bid by “SWTPL”
v. “OES” will always try to deliver high quality products and maintain the quality of the
products at every time of their timely delivery.
vi. “SWTPL” and “OES” may decide any further development of Business roles in a separate
agreement as per their ongoing requirement which shall be read together with this agreement.
B. Investment and Expenses Roles:
i. “SWTPL” will be responsible to get the tender/order from various government and
private Offices and for whatever the amount or expenditure for tender filling, will be
invested & responsibility of “SWTPL”.
ii. The payment will be done by the “SWTPL” as and when required for carrying out any
operations related to the tender.
iii. Further every expenditure related to tender bidding and for completion of project will be
done by “SWTPL”.
iv. “SWTPL” and “OES” may decide any further development of Investment and Expenses Roles in a
separate agreement as per their ongoing requirement which shall be read together with this
agreement.

1. PAYMENTS TERMS

A. That “SWTPL” shall pay to “OES” only and no one else directly for the products and services offerred
by “OES” to “SWTPL”.
For FIRST PARTY For SECOND PARTY

Authorised Signatory…………………………………………….. Authorised Signatory……………………………………………..

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B. That upon placement of an order “SWTPL” shall pay to “OES” Eighty Five Percent (85%) of the
invoiced price.
C. “SWTPL” shall pay to “OES” the rest amount of Fifteen Percent(15%) upon installation and running
of the product supplied
D. That Notwithstanding the preceding, the “OES” shall issue an invoice upon acceptance of an order from
“SWTPL”.
E. That “SWTPL” shall take suitable steps to make timely payment and shall be responsible to
inform “OES” for any delay and deviation from payment schedule in writing with
satisfactory reasons. That the delay in payment from pre-agreed schedule should not be
more than 7 days or any other time as mutually agreed in writing by “PARTIES”
F. That “SWTPL” has issued Cheque nos ……………………… & ……………. of Bank
……………………………………. (Bank Name) from its Account No ………………………………………………
as favoring “OES” as security for payment in stages or in total payment and can only be
referred to bank for stop payment due to whatsoever reasons only after getting the written
consent from “OES”.
G. That stopping of cheque without written consent from “OES” will not discharge “SWTPL”
from “Legal Liability” for making payment to the “OES”.
H. That the “OES” shall deposit the cheques only in case of unexplained delay in payment,
breach of contract or on specific request of the “SWTPL”.
I. That the “OES” is not obligated to inform before presentation of cheque in case of dispute or
breach of Contract.
J. The “SWTPL” is responsible for release of payment to the “OES” from its own resources .
K. It is understood and agreed upon that once the Bill is raised by the “OES” to “SWTPL” for
release of payment for the work completed, it shall be deemed to be completed as per the
satisfaction of the “SWTPL”
L. GST EXTRA: to be paid with the basic cost @ 18% of above scheduled amount on every basic invoice
bill.
M. All payments by online transfer or Cheque favoring bank account of “OES” as mention in Invoice shared.

2. TAXES AND DUTIES

A. That all Taxes, Duties, GST, VAT, Cess, Levies, Octroi, Entry Tax, Royalties, Works Contract Tax,
Turn Over Tax, Service Tax, Labor welfare cess and other expenses etc. for the project shall be are
included in the sub-contract price.
B. That the payment of total cost of project its Contract Tax, VAT, Turnover Tax, Service Tax, Labor
welfare cess etc. applicable on the total Contract value of “SWTPL” with “Client” shall be the
responsibility of the “SWTPL” .

3. EXCLUSIVITY

A. That the “SWTPL” has agreed to associate “OES” exclusively on the basis of details regarding
experience profile, financial standing, credentials, fulfillment of statutory obligations, etc. of “OES”
submitted by “OES” to “SWTPL”.
B. That “PARTIES” agree to work exclusively to complete project and the exclusivity period shall
begin on from the date of the signing of this agreement and will conclude on on the termination of
this agreement or may be extended on Mutual Agreement.
C. That during this period of exclusivity, “SWTPL” will under no condition solicits, purchases, or
promotes any other product apart from the products listed by “OES”.
D. That during this period of exclusivity, “SWTPL” will under no condition solicits contact, contract,
and purchase directly or indirectly from the various contacts, original equipment manufacturer
(OEM) etc sourced and referred by “OES” for the completion of project except only through “OES”.
For FIRST PARTY For SECOND PARTY

Authorised Signatory…………………………………………….. Authorised Signatory……………………………………………..

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E. That in the event should “SWTPL” try to contact to the various contacts and OEMS whom he got to
know through “OES” without his written consent then “OEM” retains the right to terminate this
MOU and claim damages as per the law of the Land.
F. That “SWTPL” agrees to purchase the products from “OES” only and no other during the term of
this agreement.
G. That “SWTPL” agrees to purchase the product from “OES” or his written referral with
consideration to the terms and conditions for the entire agreement term.

4. LIABILITIES & INDEMNITIES

“PARTIES” agree to indemnify each other in respect of any claim, directly or indirectly resulting from or
arising out of any breach or claimed breach.

5. CONFIDENTIALITY CLAUSE

A. That the “PARTIES” may within the scope of this Agreement convey, communicate, transmit
certain information relating to products, services, research, development, marketing and selling,
business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers,
customer lists and customers, or other related information or documentation that is non-public,
confidential, and / or proprietary in nature (hereinafter “Confidential Information”).
B. That all such Confidential Information, whether written or oral, whether furnished before or after
the dates hereof, must be held by the bound parties in strictest confidence.
C. That the “PARTIES” must exercise best efforts to care and maintain the confidentiality of
Confidential Information. Parties shall not disclose Confidential Information to any person
whatsoever, with the term “person” designating broadly any or all of the following, without
limitation: governmental entities, corporations, partnerships, companies, entities, institutions,
agencies, agents, or individuals, provided however, that the foregoing obligations regarding
confidentiality shall not apply to any information that is or becomes generally available to or
known by the public other than as a result of a disclosure made by either Party.
D. That the “PARTIES” acknowledge that all materials and information which has or will come into
their possession or knowledge in connection with this agreement or the performance hereof,
consists of confidential and proprietary data, whose disclosure to or use by third parties will be
damaging or cause loss to the “PARTIES”.
E. That the “PARTIES” agree to hold such material and information in strictest confidence, not to
make use thereof other than for the performance of this agreement, to release it only to employees
requiring such information and not to disclose it to any other parties.
F. That the “PARTIES” will take appropriate action with respect to its employees to ensure that the
obligations of non-use and non-disclosure of confidential information under this agreement are
fully satisfied.
G. That in sum, “PARTIES” shall not without express authorization furnish to third parties, disclose
or publish in any way the names of customers or suppliers or any trade secrets or any financial
information regarding sales, profits, or losses of concerned “PARTIES”.

1. GOVERNING LAW

A. This Agreement shall be governed by and construed in accordance with the laws of India . The venue
for any judicial proceeding between the parties will exclusively be in the courts of Bhopal, Madhya
Pradesh, India

For FIRST PARTY For SECOND PARTY

Authorised Signatory…………………………………………….. Authorised Signatory……………………………………………..

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B. The parties hereto irrevocably agree that any dispute e, controversy or claim arising out of,
relating to or in connection with this Agreement (including any provision of any exhibit, annex or
schedule hereto) or the existence, breach, termination or validity hereof shall be finally settled by
arbitration. The arbitration shall be conducted in accordance with the Arbitration and Conciliation
Act, 1996. The arbitration shall be held in Bhopal and shall be conduct ed by a sole arbitrator
appointed by mutual consent of the Successor and the Predecessor, or failing such agreement, such
sole arbitrator shall be appointed as per the applicable rules under Arbitration and Conciliation
Act, 1996. Nothing in this Sect ion shall prevent the parties from obtaining relief from a court of
competent jurisdiction in the form of provisional or conservatory measures (including,
without limitation, preliminary injunctions to prevent breaches hereof). Any request for such
provisional measures by a party to a court shall not be deemed a waiver of this agreement to
arbitrate.

C. This Agreement constitutes the entire understanding between the parties concerning the subject
matter of this Agreement and shall be effective unless made by a written instrument signed by both
parties. Each provision of this Agreement shall be construed separately and notwithstanding that any
such provision may prove to be illegal or unenforceable the remaining provisions of this Agreement
shall continue in full force and effect.

2. AMENDMENT

No waiver of any of the terms or conditions of this Agreement shall be effective or binding unless such
waiver is in writing and is signed by both of the Parties hereto, nor shall this Agreement be changed,
modified, discharged or terminated other than in accordance with its terms, in whole or in part, except
by a writing signed by both Parties.

3. NOTICES

Any notice or other communication under or in connection with this Agreement is to be in writing in
the English language and signed by or on behalf of the Party giving it. The notice or communication
may be served by being delivered personally or sending it by facsimile transmission or by registered
post to the Party due to receive the notice or communication at the address provided hereunder or
such other address as that Party may specify from time to time in writing to the other Party.
Communication address of both the parties:
a) If to FIRST PARTY address–“ FLAT NO 1 BLOCK NO 12 SHALIMAR ENCLAVE E 3 NOOPUR
BHOPAL 462041, Madhya Pradesh, India”
b) If to SECOND PARTY address-“ GF, E-45, PRIDE CITY, KATARA HILLS, BHOPAL, Bhopal, Madhya
Pradesh, 462043”
or to such other address as a party may designate to the other and such notices shall be deemed duly
given three (3) days after mailed or upon delivery by hand or upon receipt of confirmed answer back
if telephoned.

4. ENTIRE AGREEMENT

A. This Agreement embodies the entire understanding of the Parties with respect to the subject
matter hereof, and there are no further or other agreements or understandings, written or oral, in
effect between the parties relating to the subject matter of this Agreement.

For FIRST PARTY For SECOND PARTY

Authorised Signatory…………………………………………….. Authorised Signatory……………………………………………..

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B. The parties have agreed to enter project specific agreement as per its requirement where this
agreement shall form the base of such agreement and shall be referred in it as “Primary
Agreement”.

5. NO THIRD PARTY RIGHTS

A. It is understood by the Parties herein this MOU is based on the professional competence and expertise of
each party and hence neither Party shall transfer or assign this Agreement, or rights or obligations
arising hereunder, either wholly or in part, to any third party.
B. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and
nothing in this Agreement, express or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this Agreement.

1. COUNTERPARTS

This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one and
the same Agreement.

2. FORCE MAJEURE

Neither party shall be liable for any delay in performing any of its obligations under this Agreement if
such delay is caused by circumstances beyond the reasonable control of the party so delaying and
such party shall be entitled (subject to giving the other party full particulars of the circumstances in
question and to using its best endeavours to resume full performance without avoidable delay) to a
reasonable extension of time for the performance of such obligations.

3. OTHER PROVISONS AND ASSURANCES AND GUARANTEES

A. That “SWTPL” has appointed the Proprietor of “OES” as additional director in “SWTPL” at present.
B. That “SWTPL” assures and guarantees the Proprietor of “OES” to be appointed as Full time
director in “SWTPL” within Four (04) months from the date of signing of this agreement.
C. That the Proprietor of “OES” is free to nominate anyone else to be appointed as director in
“SWTPL” in his place for which the Management of “SWTPL” will not raise any objection and the
consent of “SWTPL” is implied on signing of this agreement.
D. That unless otherwise agreed upon in separate agreement signed between parties which is to be
read together with this agreement the Proprietor of “OES” himself or though his nominated
individual, upon appointment as director in “SWTPL” shall be hold Twenty percent (20%) stake in
“SWTPL” and his liability if any shall be limited to its stake in “SWTPL” after the deduction of all
expenses.
E. That even though the Proprietor of “OES” himself or though his nominated individual, upon
appointment as director in “SWTPL” will hold Twenty percent (20%) stake in “SWTPL”, unless
otherwise agreed upon in separate agreement signed between parties which is to be read together
with this agreement shall be entitled to Fifty percent (50%) of the profit after the deduction of
all expenses.
F. That should “SWTPL” fails to comply with subsection (B) of this section in this agreement, “OES”
retains the right to terminate the agreement or to continue working together on project based on
the terms agreed upon in this agreement or other agreements which are to be read together with
For FIRST PARTY For SECOND PARTY

Authorised Signatory…………………………………………….. Authorised Signatory……………………………………………..

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this agreement till such time “SWTPL” complies with subsection (B) of this section in this
agreement or this agreement is terminated.

THIS AGREEMENT’ IS SIGNED IN DUPLICATE FOR RETAINING ONE COPY EACH BY THE “PARTIES” AND BOTH
THE COPIES SHALL BE TAKEN AS ORIGINAL.

For For
“FIRST PARTY”” “SECOND PARTY”

Authorized Signature Authorized Signature

Name and Title ___________________________ Name and Title ________________________
________________________________________ _____________________________________
(To be signed in BLUE Ink) (To be signed in BLUE Ink)

Witness Full Name & Address Witness Full Name & Address

1. ___________________________________ 1. ___________________________________

2. ____________________________________ 2. _________________________________

Witness Signature Witness Signature

(To be signed in BLUE Ink) (To be signed in BLUE Ink)

For FIRST PARTY For SECOND PARTY

Authorised Signatory…………………………………………….. Authorised Signatory……………………………………………..