The Memorandum of Understanding (hereinafter referred to as the “MoU”) is made on this 26 Jan 2022 (“Execution Date”) at New Delhi by and between:

[Client Name] a company incorporated/registered under Companies Act, 1956, having its registered office at [Full Address], (hereinafter referred to as the “Client”)

And

Lifelong Associates Travel Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at D-4, 201 Legend Apartments, Sector 57, Gurgaon - 122001, (hereinafter referred as the “Supplier”)

The Supplier and the Client shall collectively be referred to as the “Parties” and individually as “Party”.

1. Purpose
   1. The purpose of this MoU is for the Parties to collaborate on a non-exclusive basis to promote and market each other’s brand on their respective online and offline business platforms (“Purpose”).
   2. The Parties agree to work together to ensure that a visible mutual assistance is provided by the Parties to each other in furtherance of the Purpose.
2. Relationship of the Parties
   1. The Supplier and the Client shall assist each other with respect to the Purpose; however, this relationship of mutual assistance between the Parties shall not be construed as a principal-agent relationship between the Supplier and the Client.
   2. Nothing stated in this Agreement shall be construed as constituting the Supplier and the Client as partners, or as creating the relationships of employer and employee, master and servant, or principal and agent between the Parties hereto. This MOU is on a principal-to-principal basis between the Parties.
3. Term
   1. This MoU shall commence from the Execution Date and shall be valid for 12 months (“Term”). This MoU may be renewed for such period and on such terms as maybe mutually agreed between the Parties in writing.
4. Payment Terms
   1. Payment for the leads provided shall be collected by auto-debiting the instrument provided by the client on a weekly basis for the cost of leads supplied to the client.  In case of Key accounts,  an exception may be provided.
5. Transfer of Rights 
   1. The Supplier shall be free to transfer all rights and obligations accruing under this Agreement to any of its group company(ies), affiliate and/or associate in case of any internal re-structuring of the group of companies by obtaining prior written consent of the Client.
6. Intellectual Property
7.  The Client owns all Intellectual Property Rights related to the business of the Client, including all content and booking and enquiry forms. For the purpose of this clause. "Intellectual Property Rights" means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright. know-how, confidential information, trade secrets, business names and domain names. trademarks, service marks. trade names. design rights. database rights. The Client hereby grants to the Supplier a limited license to use Client's trademarks and logo on the website of the Supplier for the period of the Agreement only to the extent of performing the services under this Agreement as per the terms & conditions w.r.t. such use from the Client.
8. Representation and Warranties
   1. Each Party represents and warrants as under:
      1. It has full capacity, power and authority to execute deliver and perform its obligations under this MoU.
      2. It has the authority to enter into the Product Purchase Agreement. The Supplier disclaims all other representations and warranties express or implied, including but not limited to warranties with respect to the website, services, leads generated. The Supplier does not guarantee the number of leads or impressions or clicks that may be generated.
      3. Neither the execution of this MOU nor the completion of the transactions contemplated hereby, shall (i) violate any provision of law or the judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; or (ii) result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; or (iii) require any consent, vote or approval which, at the time of the transaction involved, shall not have been given or taken. 
9. Indemnity
   1. Both Parties shall indemnify, defend and hold harmless other party, its employees, directors and “officers against all claims, losses, damages and expenses (including reasonable attorney’s fee) arising out of: a) any act/omission of such party or its employees or agents; or b) any third-party claims, including claims from the users; or c) any breach of the representations, warranties and obligations of the either party.
10. Limitation of Liability
    1. The Supplier shall not be liable for any lost profits, costs of procurement of substitute services, or for any other indirect, special, incidental, punitive or consequential damages arising out of or in connection with these Terms, however caused, and under whatever cause of action or theory of liability brought even if advised of the possibility of such damages. Without prejudice to the generality of the foregoing, the Supplier shall not be liable for any delay in the Client concluding the terms and conditions with the Supplier’s user. The Client will completely be responsible for organizing and executing the trip operations. The Supplier will not be liable for the bookings made, and the associated damages, if any. Notwithstanding anything to the contrary, Client’s total aggregate liability under this Agreement shall not exceed the total amount paid by the Client to the Supplier one month prior to the date such dispute.
11. Termination
    1. The following shall be the events of termination of this MoU:
1. A Party shall have the right to terminate this MoU by serving a 15 (Fifteen) days prior written notice on the other Party at any time during the Term of this MoU.
2. Either Party shall have the right to terminate this MoU forthwith should there be a breach of any party’s obligations, representations, warranties and/or covenants as specified in this MoU.
3. This MoU shall be terminated as of right should either Party go bankrupt, become insolvent or commit any act for the benefit of its creditors under any statute relating to bankruptcy or insolvency.
4. In the event of termination or expiry of this MoU, the Parties shall be entitled to such payments (if any) for the activities undertaken for the Purpose until the date of termination/expiry of the MoU, including any other amount as may be recoverable under this MoU.
5. The expiry or early termination of this Agreement by the Parties shall be without prejudice to the accrued rights or remedies of the Parties.
12. Confidentiality
    1. For the purposes of the Agreement, "Confidential Information" means any information or data of a confidential nature identified as confidential by the disclosing party to the receiving party, including but not limited to: proprietary information relating to development, marketing, sales, performance, details of present and proposed businesses, information related to the disclosing party’s users and their personal information, budgets and other financial details. any and all information pertaining to the Product, and all record bearing media containing or disclosing such information or techniques, identified as “Confidential” expressly or by necessary implication. Information shall be deemed to be confidential whether the same is contained in tangible or fungible form and whether contained in a floppy disk, compact disk, computer system, brochure, book, booklet or otherwise. Either party shall only disclose confidential Information to its employees who have a direct need to know in connection with the purpose. Both Parties shall inform all such employees of its obligations of confidentially set forth in the Terms and in particular shall emphasize the importance of maintenance of confidentiality of the Confidential Information. Both Parties of Confidential Information shall use the same only for the purpose for which it was disclosed and shall not divulge the same to anybody except in furtherance of the rights granted under the Agreement. Both Parties shall ensure to have a privacy policy with the other party’s users recording the aforesaid obligations of confidentiality with respect to their personal information and shall make such privacy policy available to the other party’s users.
13. Governing Law and Dispute Resolution 
    1. This Agreement shall be governed, construed and interpreted in accordance with the laws of India. Each of the Parties hereby submit to the sole and exclusive jurisdiction of the courts at New Delhi, India.
    2. In the event of any dispute or difference arising at any time between the Parties hereto as to the construction, meaning or effect of this MoU or any clause or thing contained herein or the rights, duties, liabilities and obligations of the Parties hereto in relation to the terms and conditions of this MoU, the same shall be referred to a single arbitrator chosen mutually by the Parties. All such arbitration proceedings shall be held in New Delhi in accordance with the Arbitration and Conciliation Act 1996 as amended from time to time. The language of the arbitration proceedings shall be English.
14. Miscellaneous 
    1. Entire Agreement
       1. This MoU constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior written or oral undertakings or agreements between the Parties with respect thereto.
    2. Waiver
       1. Failure of either Party at any time to require performances of any provision of this Agreement will not affect such Party’s right to require full performance at any time thereafter. Any waiver by either Party of a breach of any provision hereof shall not be deemed a waiver by such Party of its rights or remedies, or a waiver by it against any subsequent breach by the other Party.
    3. Severability
       1. In the event any part of this Agreement is held to be unenforceable in any respect, the enforceability of the remaining portions of this Agreement will not be affected.
    4. Amendment
       1. This Agreement shall not be subject to any change, amendment or modification except by the execution of an instrument in writing by the Parties hereto.
    5. Assignments
       1. No Party shall not assign, convey or delegate its rights, obligations and liabilities under this Agreement to any third party (other than an affiliate) without the prior written consent of the other party.
    6. Counterparts
       1. This MoU may be executed in several counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties hereto have entered into this MoU the day and year herein above written.  By agreeing to these terms and conditions,  the parties hereby enter into this agreement with each other.