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MEMORANDUM OF UNDERSTANDING

DATED: [] 2014

BETWEEN

GREEN ECO PLANET ENERGY PRIVATE LIMITED


(GREEN ECO)

AND

[] PRIVATE LIMITED
(XYZ)

W-129 | Ground Floor | Greater Kailash 2 |


New Delhi 110048 | India

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TABLE OF CONTENTS
1.

DEFINITIONS AND INTERPRETATION................................................................... 4


1.1
1.2

Definitions ............................................................................................................. 4
Interpretation ......................................................................................................... 5

2.

PURPOSE OF MOU ........................................................................................................ 6

3.

BIDDING AND PROCUREMENT OF TENDERS ...................................................... 7

4.

SUB CONTRACTING OF TENDERS .......................................................................... 8

5.

INCORPORATION OF THE JV COMPANY ............................................................. 8

6.

NON CONTRAVENTION AND NON DISCLOSURE ................................................ 8

7.

EXCLUSIVITY ................................................................................................................ 8

8.

WARRANTIES AND INDEMNITY .............................................................................. 9

9.

TERM AND TERMINATION ........................................................................................ 9

10.

GOVERNING LAW AND DISPUTE RESOLUTION ............................................... 10

11.

NOTICES ........................................................................................................................ 11

12.

MISCELLANEOUS ....................................................................................................... 11
12.1.
12.2.
12.3.
12.4.
12.5.
12.6.
12.7.
12.8.
12.9.
12.10.
12.11.
12.12.
12.13.
12.14.
12.15.

No Partnership ..................................................................................................... 11
Entire Agreement ................................................................................................ 11
Further Assurances .............................................................................................. 11
Independent Rights .............................................................................................. 11
Assignment .......................................................................................................... 12
Specific Performance .......................................................................................... 12
Non-Exclusive Remedies .................................................................................... 12
Severability.......................................................................................................... 12
Survival ............................................................................................................... 12
Remedies and Waivers ........................................................................................ 12
Counterparts ........................................................................................................ 13
Stamp Duty .......................................................................................................... 13
Third-Party Rights ............................................................................................... 13
Variations ............................................................................................................ 13
Reasonable Commercial Efforts .......................................................................... 13

ANNEXURE 1

FORM OF TERM SHEET .................................................................. 15

ANNEXURE 2

FORM OF NON CONTRAVENTION AND NON DISCLOSURE


AGREEMENT ...................................................................................... 16

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[To be executed on stamp paper of an adequate amount]


MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (MOU) is made on this [] day of [],
2014 (Effective Date) at [], India.
BETWEEN
(A)

GREEN ECO PLANET ENERGY PRIVATE LIMITED, a company incorporated


under the laws of India, having its registered office at 8/33, Top Floor, Sat Bhravan
School Marg, W.E.A., Karol Bagh, New Delhi-110005 (hereinafter referred to as Green
Eco, which expression shall, unless repugnant to the context or meaning thereof, be
deemed to include its executor(s), nominee(s), administrator(s), successor(s) and
permitted assign(s)), of the ONE PART; and

(B)

[] PRIVATE LIMITED, a company incorporated under the laws of India, having its
registered office at [] (hereinafter referred to as XYZ which expression, unless
repugnant to the context or meaning thereof, shall be deemed to include its executor(s),
nominee(s), administrator(s), successor(s) and permitted assign(s)), of the SECOND
PART.

Green Eco and XYZ shall hereinafter be individually referred to as a Party and collectively as
the Parties.
WHEREAS
(A)

Green Eco is engaged in the business of providing renewable energy solutions and setting
up solar power plants across India, Bangladesh, Sri Lanka, Europe and Africa
(Business).

(B)

XYZ is engaged in the business of [] across India.

(C)

Green Eco is desirous of bidding and procuring various tenders and work contracts
related to the Business (Tenders), either floated by the Government of Republic of
Kenya or any Third Party (defined below) in Eastern Africa (Territory) and XYZ has
represented to Green Eco that it has sufficient technical expertise and financial capacity
to bid for and procure the Tenders in the Territory.

(D)

Pursuant to discussion and mutual understanding, XYZ has agreed that in the event XYZ
is awarded a Tender(s), it will sub-contract such Tender(s) to the JV Company (defined
below) incorporated by the Parties, for the purpose of undertaking and executing the
Tender(s) in the Territory.

(E)

For the mutual benefit of the Parties, the Parties intend to use each others expertise in
relation to the procurement and execution of Tender(s) in the Territory and are desirous
to enter into this MOU to create a framework agreement by which Green Eco shall assist
XYZ to bid for any Tender(s) in the Territory and upon XYZ successfully winning or
procuring such Tender(s), it shall exclusively engage the JV Company for the execution
of such Tender(s) in accordance with the terms and conditions of this MOU.

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NOW THEREFORE, in consideration of the premises and the mutual covenants set forth
herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions
In this MOU (including the Recitals above and the Annexures), except where the context
otherwise requires, the following words and expressions shall have the following
meanings:
Applicable Law means any applicable laws, constitution, statute, rule, regulation,
ordinance, order, directive, code, guidelines, circulars, notifications, judgment, decree,
injunction, or any interpretation, determination, award, permit, license, authorization,
directive, requirement, ruling or decision of, agreement with, or by a Governmental
Authority;
Business Day means a day on which scheduled commercial banks are open and
working in their regular course of business in [], India, except Saturday and Sunday;
Business has the meaning as ascribed to it under Recital (A) of this MOU;
Claims means any actual or threatened litigation, demand, action, cause of action,
damages, loss, costs, Liability or expense, including, without limitation, professional fees
and all other related costs;
Confidential Information means any information relating to this MOU and its
substantive provisions and all other information disclosed (whether in writing, verbally or
by any other means and whether directly or indirectly) by one Party to the other Party,
whether before or after the Effective Date;
Continuing Provisions means Clause 1 (Definitions and Interpretation), Clause 6
(Non-Contravention and Non-Disclosure), Clause 8 (Warranties and Indemnity), Clause
10 (Governing Law and Dispute Resolution), Clause 11 (Notices), and Clause 12
(Miscellaneous) of this MOU;
Dispute means any controversy, conflict or dispute of any nature arising out of or
relating to or in connection with any indemnity Claim under the MOU or any other
provisions of this MOU between the Parties;
Governmental Authority means the government or any province, state or any other
political subdivision thereof; any entity, authority or body exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to
government, including any government authority, agency, department, board,
commission or instrumentality of India or any political subdivision thereof or any other
applicable jurisdiction, any court, tribunal or arbitrator and any securities exchange or
body or authority regulating such securities exchange;
JV Company means the private limited company to be incorporated by the Parties in
accordance with the terms as set out in the Term Sheet;

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Liabilities means all indebtedness and other liabilities or obligations of any nature
whatsoever, whether known or unknown, absolute, accrued, actual or contingent,
liquidated or unliquidated, due or to become due, and whether or not required to be
disclosed in the Accounts and the term Liability shall be construed accordingly;
MOU means this memorandum of understanding together with all its Schedules,
Annexures etc., as may be attached hereto, and all agreements between the Parties
supplemental to or in amendment or confirmation of this MOU;
Non-Circumvention and Non-Disclosure Agreement means the non-circumvention
and non-disclosure agreement executed on or about the date hereof among the Parties, the
form of which has been set out at Annexure 2 of this MOU;
Person means any natural person, corporation, limited or unlimited liability company,
general partnership, limited partnership, proprietorship, Hindu undivided family, firm,
voluntary organization, joint venture, trust, union, unincorporated organization authority
or any other entity, enterprise or authority whether acting in an individual, fiduciary or
other capacity;
Subcontracting Agreement means the subcontracting agreement which shall be
executed between XYZ and the JV Company pursuant to which XYZ shall exclusively
engage the JV Company for the execution of such Tender(s) as may be awarded to XYZ
in the Territory;
Tender Registration Documents has the meaning as ascribed to it under Clause 3.2(a)
of this MOU;
Tender has the meaning as ascribed to it under Recital (B) of this MOU;
Term Sheet means the non-binding term sheet executed on or about the date hereof
among XYZ, Green Eco and [], the form of which has been set out at Annexure 1 of
this MOU;
Term has the meaning as ascribed to it under Clause 9.1 of this MOU.
Territory has the meaning as ascribed to it under Recital (B) of this MOU; and
Third Party means any Person other than the Parties to this MOU.
1.2

Interpretation
In this MOU, unless the context otherwise requires, or the contrary intention appears:
(a)

references to statutory provisions shall be construed as meaning and including


references to any amendment or re-enactment (whether before or after the date of
this MOU) for the time being in force and to all statutory instruments or orders
made pursuant to such statutory provisions;

(b)

if any provision in Clause 1 is a substantive provision conferring rights or


imposing obligations on any Party, effect shall be given to it as if it were a
substantive provision in the body of this MOU;

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(c)

references to Clauses and Annexures are, unless otherwise stated, to the Clause
of, and the Annexures to, this MOU;

(d)

words importing the singular include the plural and vice versa, and words
importing a gender include every gender;

(e)

the headings of the Clauses and Annexures are for convenience only and shall not
affect the construction or interpretation of this MOU;

(f)

when any number of days is prescribed in any document, the same shall be
reckoned exclusive of the first and inclusive of the last day;

(g)

ejusdem generis rule will not apply to the interpretation of this MOU and
accordingly, reference to the word include shall be construed without
limitation;

(h)

time is of the essence in the performance of the Parties respective obligations,


and if any time period specified herein is extended, such extended time shall also
be of the essence;

(i)

the terms hereof, herein, hereby, hereto and derivative or similar words
refer to this entire MOU or specified Clauses of this MOU, as the case may be;

(j)

the words directly or indirectly mean directly or indirectly through one or more
intermediary Persons or through contractual or other legal arrangements, and
direct or indirect shall have the correlative meanings;

(k)

all provisions of this MOU shall be interpreted and construed in accordance with
their meanings, and not strictly for or against any Party, regardless of which Party
may have drafted this MOU or a specific provision hereof; and

(l)

the Recitals and Annexures form part of this MOU and shall have the same force
and effect as if expressly set out in the body of this MOU, and any reference to
this MOU shall include any Recitals and Annexures to it, provided that in the
case of any inconsistency between the provisions of any Recital or Annexure and
those of this MOU, the provisions of this MOU shall prevail.

2.

PURPOSE OF MOU

2.1.

The Parties have agreed to enter into this MOU, inter alia, for the purposes of recording
the terms and conditions pursuant to which:
(a)

the Parties shall work together for the mutual benefit of each other in relation to
successful procurement and execution of the Tender(s) in the Territory;

(b)

XYZ shall bid for the Tender(s) in the Territory and upon XYZ successfully
winning or procuring such Tender(s), it shall exclusively engage the JV
Company for the execution of such Tender(s); and

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(c)

the JV Company shall be incorporated which shall inter alia be exclusively used
by XYZ to execute the Tender(s) successfully procured by XYZ and to conduct
Business in the Territory.

2.2.

This MOU sets out the roles that each Party is expected to perform as well as the
resources to be committed by each of the Parties during all the stages of bidding,
procurement and execution of the Tenders in the Territory.

3.

BIDDING AND PROCUREMENT OF TENDERS

3.1.

On and from the Effective Date of this MOU, XYZ shall pursue, bid and apply for the
Tenders issued or floated by the Government of Kenya or any Third Party in the
Territory, in its own name and Green Eco shall provide to XYZ such cooperation and
assistance as may reasonably be required by XYZ in order to pursue, bid and apply for
the Tenders, in accordance with the terms and conditions as set out herein.

3.2.

Without limited the generality of Clause 3.1 above, XYZ shall:


(a)

prepare, execute and cause to be executed and file all required applications,
forms, declaration, information and all other documents in the prescribed form to
successfully bid and apply for the Tenders in the Territory (Tender Application
Documents) at its own cost and expense;

(b)

use its reasonable endeavours for submitting and filing the Tender Registration
Documents, sufficiently in advance of any associated deadlines (whether or not
such deadlines are agreed between the Parties or provided for within the Tender);

(c)

ensure time bound action for follow-up with the concerned Governmental
Authority or the Third Party for successful bidding and procurement of the
Tender at its own cost and expense;

(d)

ensure that the Tender Registration Documents shall be in such form as is


expressly approved by both the Parties and XYZ shall not submit any variation or
clarification in respect of the Tender Registration Documents without obtaining
XYZs prior consent to such variation or submission, as the case may be;

(e)

thoroughly review and check final draft Tender Registration Documents prior to
submission and participate in all presentations, interviews, consultations and/or
question and answer sessions requested by the relevant Governmental Authority
and/or any Third Party in relation to any submission and filing of the Tender
Registration Documents;

(f)

inform Green Eco in writing, each time a Tender is floated or issued in the
Territory, and meet as soon as practically possible to discuss whether XYZ shall
submit a response or the Tender Registration Documents in relation to the
Tender;

(g)

preserve all the Tender Registration Documents for its own records and furnish
the copies thereof to Green Eco as and when such Tender Registration Document
is submitted or filing; and

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(h)

bear all and any cost or expenses in connection with the preparation of and
submission of bids, proposals and Tender Registration Documents.

4.

SUB CONTRACTING OF TENDERS

4.1.

XYZ agrees and undertakes that immediately upon XYZ winning or successfully
procuring the Tender, XYZ shall exclusively and solely sub-contract, assign and transfer
the awarded Tender to the JV Company pursuant to such terms and conditions as may be
mutually agreed by XYZ and the JV Company under the Subcontracting Agreement.

4.2.

The Parties agree and undertake that, unless agreed otherwise in the Subcontracting
Agreement, neither Green Eco nor the JV Company nor their respective Affiliates,
directors, officers, representatives, employees and agents, shall be liable to indemnify or
compensate in any manner whatsoever any Governmental Authority or Third Party in
relation to any Claim(s) arising out of or in relation to or in connection with or as a result
of the awarded Tender. For avoidance of any doubt, it is hereby clarified that XYZ shall
retain full liability for performance and execution of the awarded Tender as a whole
towards the Governmental Authority or Third Party, at the exclusion of Green Eco and
the JV Company.

5.

INCORPORATION OF THE JV COMPANY


Simultaneously with the execution of this MOU, the Parties shall, on the Effective Date,
enter into and execute the Term Sheet in the form set out in Annexure 1 of this MOU for
the purposes of setting up the JV Company with the object of undertaking and executing
the Tender in the Territory and to set out the terms for incorporation and establishment,
as well as operation and management of the JV Company, and to record each Partys
rights, obligations and understanding in relation to the proposed JV Company.

6.

NON CONTRAVENTION AND NON DISCLOSURE


Simultaneously with the execution of this MOU, the Parties shall, on the Effective Date,
enter into and execute the Non-Circumvention and Non-Disclosure Agreement in the
form set out in Annexure 2 of this MOU for the purposes of safety of the Confidential
Information and non-utilization of the Confidential Information received by one Party for
its competitive advantage or for circumventing the clients of the other Party.

7.

EXCLUSIVITY

7.1.

XYZ agrees and undertakes that, during the Term of this MOU, XYZ shall not, directly
or indirectly:
(a)

enter into, solicit or initiate, or encourage any similar arrangement as


contemplated under this MOU and/or relating to the Tender with any other
Person either directly or indirectly or in competition with either Green Eco or the
JV Company or as a part of a collaborative effort with any Third Party in the
Territory; or

(b)

pursue, bid and apply for the Tenders issued or floated by the Government of
Kenya or any Third Party in the Territory in any manner, except in accordance
with the terms and conditions of this MOU;

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(c)

enter into, solicit or initiate, or encourage the submission of any proposal for any
other transaction, the consummation of which, would prevent or impair the
transactions contemplated under this MOU;

8.

WARRANTIES AND INDEMNITY

8.1.

The Parties hereby represent and warrant to each other as follows:

8.2.

9.

(a)

it is duly incorporated and validly existing under the laws of its place of
incorporation and has the full capacity, power and authority and has obtained
requisite sanctions including from its board of directors or other necessary
corporate or other authorizations and taken all actions necessary for it to enter
into this MOU and to carry out and perform all its duties and obligations herein;
and

(b)

the execution and delivery of this MOU and conveyance of the Properties
contemplated hereby and the compliance with the provisions of this MOU shall
not violate, conflict with or result in any breach of:
(i)

any provision of its constitutional documents (memorandum of


association or articles of association);

(ii)

any Applicable Law, permit, authorizations, order, writ, injunction,


decree or judgment applicable to the Party; and

(iii)

any provision of, or constitute a default or an event of default under any


agreement to which a Party to this MOU is a party or by which it is
bound or give any Third Party a right to terminate, cancel or modify, or
result in creation of any lien under any agreement, licence or other
instrument.

Each Party hereby agrees to indemnify, defend and hold harmless the other Party, their
respective Affiliates, directors, officers, representatives, employees and agents from and
against any and all claims, losses or damages which may be asserted against or incurred
by the other Party, as a result of or arising from, or in connection with or relating to: (a)
breach, misrepresentation or inaccuracy of any of the representation and warranties made
under this MOU; and (b) breach of, or failure to perform (whether in whole or part) any
of the covenants, undertakings or obligations under this MOU, by making payment to the
other Party on demand in writing, of a sum equal to the aggregate of:
(a)

the amount which should be necessary to put the other Party into the financial
position which would have existed had there been no breach of the representation
or warranty or covenants or undertakings or obligations in question; and

(b)

all reasonable costs and expenses suffered or incurred by the other Party as a
result of or in connection with such breach or representation or warranty or
covenants or undertakings or obligations.

TERM AND TERMINATION

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9.1.

This MOU shall come into force from the Effective Date and shall remain in full force
and effect until terminated by the Parties in accordance with Clause 9.2 of this MOU
(Term).

9.2.

This MOU may be terminated:

9.3.

(a)

by one Party, if the other Party fails to rectify any breach of its obligations under
the terms of this MOU (whether such breach amounts to a repudiatory breach or
not) within 15 (fifteen) Business Days of receiving a written notice requiring to
do so;

(b)

by one Party, if an application or order is made, proceedings are commenced, a


resolution is passed or proposed in a notice of meeting or an application to a
court or other steps are taken (other than frivolous or vexatious applications,
proceedings, notice or steps) or for the winding up or dissolution of the other
Party or for it to enter an arrangement, compromise or composition with or
assignment for the benefit of its creditors, a class of them or any of them; or

(c)

by mutual consent of the Parties by giving 15 (fifteen) Business Days notice in


writing.

In the event of termination of this MOU in accordance with Clause 9.2 above:
(a)

The rights and obligations of the Parties under this MOU shall cease (except the
Continuing Provisions) and all actions undertaken by the Parties pursuant to any
provision of this MOU shall be terminated and be void ab initio;

(b)

XYZ shall take all commercially reasonable steps to ensure restitution of all the
advantages or benefits received by it pursuant to any provision of this MOU,
upon Green Eco.

10.

GOVERNING LAW AND DISPUTE RESOLUTION

10.1.

This MOU shall be governed by and be construed in accordance with the laws of India.
The Parties irrevocably agree that subject to Clauses 10.2 to 10.3 below, the courts at [],
India shall have exclusive jurisdiction to settle any Dispute.

10.2.

In case of any Dispute between the Parties, they shall for a period of 30 (thirty) days from
the date such Dispute, use all reasonable endeavours to resolve the matter amicably. If the
Parties are unable to resolve the Dispute amicably, such Dispute shall be settled
exclusively and finally by arbitration carried out in the English language by a single
arbitrator in accordance with the LCIA India Arbitration Rules in effect at the time of
such arbitration, which rules shall be deemed incorporated in this MOU by this reference.
Judgment on the award may be entered by any court having jurisdiction. The seat, or
legal place, of arbitration shall be [], India.

10.3.

Nothing contained hereinabove shall prejudice either Partys right to have recourse to any
court having jurisdiction for the purpose of interim or interlocutory orders. The arbitrator
shall give a reasoned decision or award, including as to the costs of the arbitration, which
shall be final and binding on the Parties. The Parties shall co-operate in good faith to
expedite (to the maximum extent practicable) the conduct of any arbitral proceedings

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commenced under this MOU. The Parties shall bear and pay its own costs, expenses,
fees, disbursements and other charges of counsel, in connection with the arbitration
proceedings, except as may be otherwise determined by the arbitrator.
11.

NOTICES

11.1.

All notices under this MOU shall be written in English and shall be sent by hand or by
courier or by e-mail to the applicable Party at the contact details indicated below or to
such other address or facsimile number as a Party shall designate by similarly giving
notice to the other Parties:

11.2.

To Green Eco:

Attn.:
Address:
E-mail:

[]
[]
[]

To XYZ:

Attn.:
Address:
E-mail:

[]
[]
[]

Any notice, document, or communication:


(a)

given by hand or by courier is deemed to be received at the commencement of


the Business Day next following delivery to that addressee; and

(b)

sent by e-mail is deemed to be received at the commencement of the Business


Day next following receipt by the sending Party of an electronic confirmation of
transmission of the notice to that addressee or e-mail server.

12.

MISCELLANEOUS

12.1.

No Partnership
No Party shall act as an agent of any other Party or have any authority to act for or to
bind any other Party, except as provided in this MOU.

12.2.

Entire Agreement
This MOU shall contain the entire understanding of the Parties and shall supersede all
prior agreements and understandings, both written and oral, among the Parties with
respect to the subject matter hereof, and shall be binding on each of the Parties.

12.3.

Further Assurances
The Parties shall, with reasonable diligence, do all such things and provide all such
reasonable assurances as may be required to consummate the transactions contemplated
by this MOU in the manner contemplated herein, and each Party shall provide such
further documents or instruments required by any other Party as may be reasonably
necessary or desirable to effect the purpose of this MOU and carry out its provisions.

12.4.

Independent Rights

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Each of the rights of the Parties hereto under this MOU are independent, cumulative and
without prejudice to all other rights available to them, and the exercise or non-exercise of
any such rights shall not prejudice or constitute a waiver of any other right of the Party,
whether under this MOU or otherwise.
12.5.

Assignment
Neither Party shall be entitled to assign or transfer in any manner any of its rights and/or
obligations under this MOU, without the prior written consent of the other Party.

12.6.

Specific Performance
The Parties agree that damages may not be an adequate remedy and Green Eco shall be
entitled to an injunction, restraining order, right for recovery, suit for specific
performance or such other equitable relief as a court of competent jurisdiction may deem
necessary or appropriate to restrain XYZ from committing any violation or enforce the
performance of the covenants, representations and obligations contained in this MOU.

12.7.

Non-Exclusive Remedies
The rights and remedies herein provided are cumulative and none is exclusive of any
other, or of any rights or remedies that any Party may otherwise have at Applicable
Law(s) or in equity. The rights and remedies of any Party based upon, arising out of or
otherwise in respect of any inaccuracy or breach of any representation, warranty or
agreement or failure to fulfil any condition shall in no way be limited by the fact that the
act, omission, occurrence or other state of facts upon which any claim of any such
inaccuracy or breach is based may also be the subject matter of any other representation,
warranty, covenant or agreement as to which there is no inaccuracy or breach.

12.8.

Severability
Each and every obligation under this MOU shall be treated as a separate obligation and
shall be severally enforceable as such and in the event of any obligation or obligations
being or becoming unenforceable in whole or in part, such provision or provisions shall
be deemed to be deleted from this MOU and any such deletion shall not affect the
enforceability of the remainder of this MOU not so deleted, provided the fundamental
terms of this MOU are not altered.

12.9.

Survival
If this MOU is terminated in accordance with Clause 9.2, it shall become void and of no
further force and effect, except for the Continuing Provisions, provided that termination
shall, unless otherwise agreed by the Parties, be without prejudice to the accrued rights
and obligations of the Parties at the date of such termination, including the rights of any
Party in respect of a breach of this MOU prior to such termination but shall not lead to
any special, exemplary or consequential damages.

12.10. Remedies and Waivers


(a)

No waiver of any right under this MOU shall be effective unless in writing.
Unless expressly stated otherwise, a waiver shall be effective only in the

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circumstances for which it is given.


(b)

No delay or omission by any Party in exercising any right or remedy provided by


law or under this MOU shall constitute a waiver of such right or remedy.

(c)

The single or partial exercise of a right or remedy under this MOU shall not
preclude any other nor restrict any further exercise of any such right or remedy.

(d)

The rights and remedies provided in this MOU are cumulative and do not
exclude any rights or remedies provided by law.

12.11. Counterparts
This MOU may be executed in one or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same instrument and any
Party may execute this MOU by signing any one or more of such originals or
counterparts.
12.12. Stamp Duty
Any stamp duty payable on this MOU shall be borne by Green Eco.
12.13. Third-Party Rights
Except as expressly provided in this MOU, nothing in this MOU is intended or shall be
construed to give any Person who is not a Party or its successor or permitted assignee,
any legal or equitable right, remedy or claim under or in respect of this MOU or any
provisions contained in it.
12.14. Variations
No variation of this MOU shall be effective unless in writing and signed by or on behalf
of the Parties.
12.15. Reasonable Commercial Efforts
Subject to the terms and conditions of this MOU, each Party shall use its reasonable
commercial efforts to take, or cause to be taken, all actions and to do, or cause to be done,
all things necessary or desirable under Applicable Law to consummate the transactions
contemplated herein. Each Party agrees to execute and deliver such other documents,
certificates, agreements and other writings and to take such other lawful actions as may
be necessary or desirable in order to consummate or implement expeditiously such
transactions.

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IN WITNESS WHEREOF each Party has executed this MOU, or caused this MOU to be
executed by its duly authorized representatives.
SIGNED for and on behalf of:

WITNESSED by:

GREEN ECO PLANET ENERGY


PRIVATE LIMITED

Name: []
Designation: Authorized Signatory
Place: []

Name: []
Place: []

SIGNED for and on behalf of:

WITNESSED by

[] PRIVATE LIMITED
.

..

Name: []
Designation: Authorized Signatory
Place: []

Name: []
Place: []

14

Privileged & Confidential


09 November 2014

Gnarus Partners
Advocates & Solicitors

ANNEXURE 1
FORM OF TERM SHEET
[ to be incorporated upon finalization]

15

Privileged & Confidential


09 November 2014

Gnarus Partners
Advocates & Solicitors

ANNEXURE 2
FORM OF NON CONTRAVENTION AND NON DISCLOSURE AGREEMENT
[ to be incorporated upon finalization]

16