The Memorandum of Understanding (hereinafter referred to as the
“MoU”) is made on this 01 Jul 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”.
- Purpose
- 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”).
- 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.
- Relationship of the Parties
- 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.
- 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.
- Term
- 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.
- Payment Terms
- 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.
- Transfer of Rights
- 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.
- Intellectual Property
- 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.
- Representation and Warranties
- Each Party represents and warrants as under:
- It has full capacity, power and authority to execute deliver and perform
its obligations under this MoU.
- 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.
- 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.
- Indemnity
- 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.
- Limitation of Liability
- 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.
- Termination
- The following shall be the events of termination of this MoU:
- 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.
- 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.
- 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.
- 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.
- The expiry or early termination of this Agreement by the Parties shall be without
prejudice to the accrued rights or remedies of the Parties.
- Confidentiality
- 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.
- Governing Law and Dispute Resolution
- 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.
- 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.
- Miscellaneous
- Entire Agreement
- 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.
- Waiver
- 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.
- Severability
- 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.
- Amendment
- 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.
- Assignments
- 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.
- Counterparts
- 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.