How to write various contract clauses?
Topic-01-
This Memorandum of Understanding (“Agreement”) is entered into on this 31st day of March, 2022,
BY AND BETWEEN:
(1)??????? Anglo Gas Ltd, a company with CIN 125796, trading as an Natural Gas supplier, ?incorporated under Companies Act, 2013, under the laws of MCA, India, and having its registered office at New Delhi, hereinafter referred to as the “Company” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include successors-in-interest and permitted assigns) referred to as Party A;
AND
(2)??????? Bern Materials Ltd, a company with CIN 56897, trading as carbon piping supplies, incorporated under Companies Act, 2013, under the laws of MCA, India, and having its registered office at Mumbai, hereinafter referred to as the “Expert”? which expression shall, unless it be repugnant to the context or meaning thereof, mean and include successors-in-interest and permitted assigns) referred to as? Party B;
The Company and the Expert shall hereinafter be individually referred to as the “Party” and collectively as the “Parties”.
?WHEREAS:
A.??? The Company is in the business of supplying natural gas to its customers in transportation, industrial, commercial and domestic sectors using pipelines and trucks.
B.??? The Company has its presence and its operations in both Indian and International Market.
C.??? The Expert is engaged in the business of designing and production of Pipelines, R&D on Carbon Fiber- Industrial Items, SOP kits of Gas Turbines etc.
D.??? Mr. A. N. Mocha, Sr. Mechanical Engineer & Director- Sales, working with the Expert, has approached the company and informed that it has developed a prototype carbon fiber made pipeline that has better resistance to pressure, physical impacts and climatic variations and can immediately detect natural gas leakage.
E.??? The Expert and the Company has expressed their willingness to enter into this Memorandum of Understanding for a period of 5 years, hereinafter referred to as the “Agreement”.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS OF THE COMPANY AND THE EXPERT, UNDER THIS MoU, THE PARTIES AGREE AS FOLLOWS:
?Topic-02
2. TERM, TERMINATION AND RENEWAL
A.??? This Agreement is in service and enforceable by Law until completion of 5 years from the effective day of? 31st March, 2022 and shall cease to end being active till 28th Feb, 2027, unless terminated by any breach, coercion, bankruptcy, insolvency, any events related to Forced Majure etc.
B.??? This Agreement can be terminated by the Company at any time before the expiry and with immediate effect if any of the mentioned clauses are violated by the Expert and its representative during this period of 5 years.
C.??? The Expert may also terminate this Agreement at any time if there is a reasonable cause to believe in the nature of sharing of Trade secrets, or getting into another partnership with the existing competitors in the same line of the Business like the Expert, or any other cause, as may be reasonable and be fit, or otherwise with a written notice of 90 days.
D.??? Upon termination, neither Party shall have any further obligations under this Agreement, other than (a) the liabilities accrued up to the date of termination, other than (a) the liabilities accrued up to the date of termination, including, without limitation, the applicable confidentiality and indemnification provisions of this Agreement.
E.???? The Agreement may be renewed by parties expressing that they wish to continue the engagement for a further period of 2 years at the maximum.
?Topic-03
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3. CONDITION PRECEDENT
The obligations of the Expert in adherence to this Agreement are subject to reviews and assessments for the instruments that may be used or recommended to be used by the Company. The same stands out having received at or before every Business Day? as an evidence reasonably satisfactory to each of any necessary approval, legal bindings for any such usage, waiver, or other action by any governmental authority, the board of directors of the Company, the R& D team that may be hired as an audit as a? third party, prior to entering this agreement.?
Topic-04
4. OBLIGATIONS
A.??? This Memorandum sets out in basic outline the principles that the parties have provisionally agreed, subject to contract, for Party A and Party B. The proposed arrangements are described in greater detail in the Schedule.
?B.??? During the term of this Memorandum the parties will negotiate [in good faith] formal legal agreements with each other and with third parties (‘the Final Agreements’) in time for signature by [specify parties/signatories].
?C.??? The parties anticipate that the main agreement in respect of the proposed arrangements will be an [insert details of agreement] agreement. The main agreement will set out in detail the [agreed terms of the arrangement].
?D.??? The Final Agreements once duly approved and executed shall supersede this Memorandum.
?E.???? Either party may at any time prior to the execution and entry into the final legal documents withdraw from negotiations without incurring any liability to the other party.
?F.???? The parties acknowledge that the commercial principles of the proposed transaction set out in this Memorandum remain subject to negotiation and approval from their respective boards of directors.
?G.??? The parties will instruct their respective legal advisers to prepare the relevant Final Agreements. The parties agree to make them available on reasonable notice for meetings when negotiations concerning the Final Agreements shall take place.
Topic-05
5. CONFIDENTIALITY
The undertaking set out in this clause does not extend to the information which was already known to the Receiving Party prior to disclosure by the Offering Party, which is or becomes some public knowledge, or which is disclosed by one party to a third party without any obligations of confidentiality.
6. GOVERNING LAW
This Agreement and all matters arising from it (including non-contractual claims and disputes) and any dispute resolutions referred to below shall be governed by and construed in accordance with the law of Indian Government. ?
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules of Arbitration of the Access or Justice Institute, and the and the award made in pursuance thereof shall be binding on the parties.
7. TERMINATION WITH A CAUSE
This Agreement can be terminated by both the parties at any time before expiry and with immediate effect if felt unsatisfied by the services provided by the Receiving Party.
with a written notice of 30 (Thirty) days. Upon termination, neither Party shall have any further obligations under this Agreement, other than (a) the liabilities accrued up to the date of termination and (b) the obligations which by their terms survive termination, including, without limitation, the applicable confidentiality and indemnification provisions of this Agreement. 6.4 The Agreement may be renewed by parties expressing that they wish to continue the engagement for a further period.
8.DISPUTE RESOLUTION
The parties agree that the arbitration proceedings shall be conducted by way of submission of written pleadings, documents and submissions made by the parties without any oral hearing. The parties agree that the written pleadings will be submitted to the arbitrator appointed by the said Institute who will resolve the dispute and differences hereunder by fast-track procedure. The arbitrator shall take a decision in a time-bound manner after considering only such written arguments. The decision or award so given by the Arbitrator shall be binding on the parties hereto. In case, one of the parties does not take part in the arbitration proceedings and/or obstruct the arbitration proceedings, the Arbitrator shall pass ex parte order which would be enforceable on both parties.]
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