MEMORANDUM OF AGREEMENT

This MEMORANDUM OF AGREEMENT (hereinafter referred to as “the Agreement” or “MOA”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT THE FIRST NAME OF THE COMPANY],having registered office at [INSERT THE ADDRESS OF THE FIRST COMPANY] (hereinafter referred as the “Party A” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[NAME OF THE SECOND COMPANY],having registered office at [ADDRESS OF THE COMPANY] (hereinafter referred as the “Party B” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Party A” and the “Party B” shall be collectively referred to as “Parties” and individually as “Party”.

WHEREAS

1. The purpose of this MOA is to establish the terms and conditions under which Party A and Party B will collaborate on a [INSERT THE NAME OF PROJECT or ACTIVITY ON WHICH PARTIES WILL COLLABORATE] (the “Collaboration”);
2. The Parties acknowledge and agree that the terms and conditions contained in this Agreement shall govern the rights and obligations of the Parties during the term of the agreement.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL LAND, THE PARTIES HERETO AGREE AS FOLLOWS:

1. PURPOSE
   1. The purpose of this MOA is to establish the terms and conditions under which Party A and Party B will collaborate on a [INSERT THE NAME OF PROJECT or ACTIVITY ON WHICH PARTIES WILL COLLABORATE].
2. OBJECTIVE
   1. The objective of the collaboration is to [INSERT THE OBJECTIVE OF THIS COLLABORATION].
3. TERM
   1. The term of this Agreement will be [INSERT THE TERM OF THIS AGREEMENT] years.
4. RESPONSIBILITIES OF PARTY A
   1. [INSERT THE RESPONSIBILITIES OF FIRST COMPANY]
5. RESPONSIBILITIES OF PARTY B
   1. [INSERT THE RESPONSIBILITIES OF SECOND COMPANY]
6. RELATIONSHIP
   1. It is understood by both the parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties.
7. FUNDING
   1. Each party shall be solely responsible for any and all the costs associated with the collaboration and responsibilities pursuant to this MOA.
8. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
   1. The parties understand that some information associated with the collaboration may be of a confidential and sensitive nature. The parties agree not to discuss or disclose information associated with this Agreement.
9. REPRESENTATION AND WARRANTIES
   1. The Parties hereby represents and warrants that, as of the date hereof and continuing throughout the term of this Agreement, he is not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the services contemplated hereunder.
10. INDEMNIFICATION
    1. The Parties agree that each will defend, indemnify and hold harmless the other for all claims, demands, actions, suits, proceedings, judgments, damages, losses, costs and expenses, including without limitation reasonable attorneys’ fees, incurred by one party (the “Indemnitee”) to the extent resulting from any claim or action brought or threatened for acts or omissions of the other party (the “Indemnitor”), and/or of the Indemnitor’s servants, employees, agents, licensees or invitees for any breach, violation and/or nonperformance of any covenant or provision of this Agreement applicable to the Indemnitor or negligence or any willful misconduct of the Indemnitor. This indemnification will remain in effect after the termination or expiration of this Agreement.
11. TERMINATION
    1. Notwithstanding any provision to the contrary, this Agreement may be terminated at any time prior to the Effective Time by either party.
    2. In the event of such termination, this Agreement shall become void and no Party or any of its officers and directors shall have any liability to any Person by reason of this Agreement.
12. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
13. NON-COMPETE
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON-COMPETE CLAUSE WILL APPLY, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT COMPETE] shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the products or services provided by the other party. within the geographical area of [INSERT THE GEOGRAPHICAL REGION WITHIN WHICH THE NON-COMPETE CLAUSE APPLIES]. Both parties agree that the scope, duration, and geographical limitations of this non-compete clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE]. [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE] shall have the right to seek injunctive relief and any other remedies available at law or in equity to enforce this non-compete clause in the event of a breach or threatened breach by the other party.
14. NON-SOLICITATION CLAUSE
    1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
       a. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
       b. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
       Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
15. COVENANTS BINDING ON SUCCESSORS
    1. This Agreement shall be binding as upon all successors of the parties which includes, but is not limited to, executors, personal representatives, estates, trustees, heirs, beneficiaries, assignees, nominees, and creditors of the parties.
16. WAIVER
    1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
17. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
18. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT THE NAME OF STATE/COUNTRY, THE LAWS OF WHICH WILL GOVERN THE AGREEMENT]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE NAME OF CITY/REGION WHICH WILL HAVE THE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE OR DISAGREEMENT].
19. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. PARTY A: [INSERT THE EMAIL ID OR/AND ADDRESS OF FIRST COMPANY FOR THE PURPOSE OF COMMUNICATION IN CONNECTION WITH THIS AGREEMENT]
       2. PARTY B: [INSERT THE EMAIL ID OR/AND ADDRESS OF SECOND COMPANY FOR THE PURPOSE OF COMMUNICATION IN CONNECTION WITH THIS AGREEMENT]
20. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
21. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Party A:

Name: [NAME OF FIRST COMPANY/SIGNING AUTHORITY AND DESIGNATION]

Signature: __________________________________

Date: [INSERT THE DATE ON WHICH FIRST COMPANY SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of the Party B:

Name: [NAME OF THE SECOND COMPANY/SIGNING AUTHORITY AND DESIGNATION]

Signature: _______________________________

Date: [INSERT THE DATE ON WHICH SECOND COMPANY SIGNS THE AGREEMENT]