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MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding is made and executed on this 3rd day of February 2012 at Nagpur; BETWEEN 1) M/s. M. L. Bajaj, through its authorized signatory/chairman having its office at _____________________________,

Shri ______________________, aged about ______ years, Occupation: Business, Nagpur, hereinafter referred to and called as The PARTY No. 1, which expression unless repugnant to the subject, context or meaning thereof, shall always mean and include the said PARTY No. 1 as well as its Directors, administrators, assigns and all other person or persons claiming through or under the said Group of companies, of the FIRST PART: AND 2) Shri Dhanraj S/o. Business, Korade, aged about ____ years, having his office/residence at

Occupation:

_________________, Nagpur, hereinafter referred to and called as The PARTY No. 2, which expression unless repugnant to the subject, context or meaning thereof, shall always mean and include the said PARTY No. 2 as well as his administrators, assigns and all other person or persons claiming through or under the said person, of the SECOND PART; AND WHEREAS the PARTY No. 1 is carrying on the business of building construction of Dams, Bridges, Roads and various other similar works of constructions under the name and style _______________________ (P) Ltd., hereinafter referred to as the Company. AND WHEREAS the PARTY No. 2 is a petty contractor carrying on the business of Engineering, Civil Construction and

also providing Consultancy, Liaison works to builders, contractors carrying on similar works; AND WHEREAS the said company of the Party No. 1 has participated in a tender floated vide Tender Notice dated 12.09.2011 bearing No. ________ for year 2011-2012 by Public Works Department, Government of Maharashtra , floated by _____________ Department, Government of Roads at _______________; AND WHEREAS the PARTY No. 1 informed the PARTY No. 2 about the above work and its expertises and requested PARTY No. 2 for providing its services for the construction of the abovementioned roads for about one and half kilometers and for the execution of the said and similar other works. AND WHEREAS upon negotiations, the parties herein agreed to join hands, to enter into a Joint Venture for carrying out the work of construction of Roads etc. and also carrying on such other similar works or other works as may be mutually agreed upon between the parties from time to time in the State of Maharashtra and any other parts of India. AND WHEREAS the parties agreed to get reduced into writing the terms and conditions on which the parties have agreed to carry on the business in the joint venture, as follows: NOW THEREFORE, IT IS THEREBY MUTUALLY AGREED BY AND BETWEEN PARTIES AND THIS MEMORANDUM OF UNDERSTANDING IS EXECUTED AS FOLLOWS : 1. That, the parties shall carry on the work of execution of ____________________, for construction of about four and half kilometers of internal

various works for the construction of Roads as also for the construction of _____________ at _____________ jointly, as may be awarded by the State of Maharashtra or any other Government, Semi- Government Agency in the name of the PARTY No. 1 or its other Sister Companies etc., as may be mutually agreed between the parties. 2. That, it is agreed between the parties that the PARTY No. 1

shall participate in the aforesaid work of construction of four and

half kilometers of internal Roads at __________, floated by Government of __________________ or any other work for the construction of any other such work for the construction of Roads and any other related work of construction, in its own name or in the name of any of its sister concern, individual etc. It is agreed between the parties that the entire cost for the participation in such a tender process, including the Security Deposit and all other payments to be made and expenses to be incurred shall be born and paid by the PARTY No. 1 only. 3. That, it is agreed by and between the parties that the

scope of work of the PARTY No. 2 shall be to construct roads for one and half kilometers and to do all liaisoning work relating to the allotment as also execution of the above work and various other works. It is agreed between the parties that the Party No. 2 shall bear the cost of material, labour and supervision for the construction of one and half kilometers road. The Party No.1 shall be responsible for obtaining the necessary permissions and clearance from various government departments, obtaining Tender forms, its submission and any other Liaison works as may be required for the allotment as also execution of the work. On the other hand the PARTY No. 2 shall be responsible for the actual execution of the work at site. 4. That, it is agreed between the parties that it shall be the

responsibility of the PARTY No. 1 to provide all finances for meeting out all the cost and expenses for the allotment as also for the execution of the project. It will also look after the work of obtaining finances form the banks/ financial institutions in its own name, as may be required for the smooth execution of the said work. It is agreed between the parties that the PARTY No. 2 will co-operate and help PARTY No. 1 in respect of the same. 5. It is agreed between the parties that all major policy

matters of the relating to participation, allotment, execution and progress of the work shall be taken by the parties by their mutual consent. The decisions relating to day to day implementation of the projects and operations concerned to one and half kilometers road shall however be controlled and taken by the PARTY No. 2.

6.

It is agreed by the parties that during the term of this

understanding they shall hold in confidence and shall not disclose to any third party, without mutual permission, any technical know how, advice, statistical or other data or information that the parties may receive from each other or their employees, except as is necessary in the ordinary course of business for implementing this understanding. 7. The parties hereto agree and undertake that during the

term of this understanding they shall not compete with each other directly or indirectly in relation to aforesaid or similar works in the State of Maharashtra. 8. It is agreed by and between the parties that the PARTY No.

2 shall use its expertises, contacts and skill faithfully and the PARTY No. 1 shall also fulfill its obligations of arranging for the finances in time for the smooth execution of the work and getting it executed as mutually decided between the parties. 9. That, this memorandum of understanding shall come into

force from the date of allotment of above work by the GOVERNMENT of MAHARASHTRA to PARTY No. 1 and the same shall remain in force till two years for the date of its coming into effect or so long as the parties mutually agreed between the parties..

10.

That, if any of the Party intends to back out from the

understanding and/ or terminate it, it shall give a notice at least one month in advance to the other party about its said intention. With the mutual agreement the parties may agree for such a notice of shorter period. In the event of the retirement of any party, accounts shall be settled between the parties and the retiring party shall be entitled to receive amount which may be found outstanding after adjustment of its share of profit/loss on the date of retirement, liabilities, good will etc. within such period as may be agreed upon. 11. That, the Parties shall not take any loan from any If any debit balance is found, the retiring party shall make good the same

individual, bank or financial institution in relation to the project agreed to be executed by the parties jointly, without previous written consent of the other Party. It is agreed between the

parties if because of the individual/ independent act of any of the party or their representative, if any other party is put to sustain any loss, the said party shall keep other party indemnified. 12. That, it is agreed between the parties that the parties shall

share profit or loss in relation to the works carried out by them jointly in the State of Maharshtra or in any other part of India in pursuance to this understanding in the ratio of 75:25 of the profit so earned or loss sustained in relation to the said project. The distribution of profit and loss shall be made after deduction of all expenses excluding Income Tax and Directors Remuneration. 13. That, all the differences/dispute arising in relation to this of Understanding, its construction validity,

memorandum

performance, duties, rights and obligations of the respective parties under or arising out of this understanding, breach or any dispute arising relation thereto, shall be resolved by arbitration to be held in accordance with the Arbitration and Conciliation Act, 1996. or the statutory modification thereof and the decision of the Arbitrator shall be final and binding on both the parties.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE AHDNS ON THIS 3rd DAY OF FEBRUARY 2012 AT NAGPUR IN PRESENCE OF THE WITNESSES ATTESTING AS FOLLOWS:

WITNESSES : 1. PARTY No. 1

2.

PARTY No. 2

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