This Memorandum of Understanding (“MOU”) entered into on the _______________day of ________________ Between
1. ABC a company incorporated under the Companies Act, 1956 and having its registered office at ______________(hereinafter referred to as “ABC”); and

2. DEF, a company incorporated under the appropriate laws of ____________and having it registered office at ___________(hereinafter referred to as “DEF”); and

3. GHI, a company incorporated under the appropriate laws of___________,and having its registered office at ___________,(hereinafter referred to as “GHI”); (ABC, DEF, and GHI are hereinafter collectively referred to as “Parties” and individually a “Party” which expression unless repugnant to the context shall mean and include their successors, and permitted assigns as the case may be)

WHEREAS DEF, GHI and ABC are desirous of furthering discussions and negotiations for the formation of a joint venture___________________(hereinafter referred to as the “Possible Transaction”).

NOW THEREFORE IT IS HEREBY AGREED BY AND AMONGST THE PARTIES AS UNDER: -

1. The purpose of this MOU is to record he mutual discussions and basic understandings of the Parties more fully set forth on the Confidential Preliminary Term Sheet attached hereto as Exhibit A and incorporated herein by reference as if fully set forth herein (hereinafter referred to as the “Term Sheet”). The Term Sheet shall form an integral part of this MOU. The Parties understand that such Term Sheet does not contain all of the commercial terms and undertakings that must be reached to consummate the JV Agreement. The Parties expect that the definitive agreement (hereinafter referred to as the “JV Agreement”), if any, which is negotiated amongst them with respect to the JV will be consistent with the terms set forth on said Term Sheet.

2. Each Party agrees not to issue press release or public announcements concerning the terms of this MOU without the prior written approval of the other Parties. The existence and terms of this MOU including any information and/or documents of a confidential or proprietary nature in any form of medium shared between or amongst the Parties (as the case may be) or which has come into their custody prior to the signing of this MOU or which may come into their custody after the signing of this MOU are confidential and shall not be disclosed to a third party by any Party to this MOU without the prior written approval of the other Parties. The obligations contained herein shall however not apply to any information obtained which is generally available to the public other than in consequence of any willful or negligent act or omission of any of the Parties hereto or any of their employees, servants or agents.

3. Each Party shall be responsible for any and all expenses incurred by it in connection with the preparation and negotiation of this MOU and the JV Agreement, if any pertaining to the Possible Transaction. If the parties incur any internal expenses, the same will be on the incurring party’s account. In case of any external expenses agreed and approved unanimously by all the parties, on pro-rata basic, such expenses will be capitalized in the account of Joint Venture Company.

4. Except for this paragraph and paragraphs 2 and 3 above, this MOU constitutes and expression of intent only and does not constitute a legally binding obligations of the Parties. This MOU will be superseded by JV Agreement. Save and except for the provisions of paragraph 2 and 3 above which will survive for a period of 1 year after termination or expiry of this MOU, this MOU shall terminate if the JV Agreement or any other agreement is not executed by the Parties within a period of One month from the data hereof or such extended period agreed in writing amongst the Parties. Save and except the external expenses pursuant to paragraph 3 above no parties shall have any rights or claim against one another.

5. The rights and obligations undertaken by the Parties in this MOU shall not be transferred, assigned, delegated, etc. in any manner to any third party, unless a written consent of the same is obtained by the concerned party from the other Parties to this MOU.

EXHIBIT A CONFIDENTIAL PRELIMINARY TERM SHEET

1. Purposes and Scope The parties will form a joint venture company (hereinafter referred to as “JV”) to engage in the business of ________________

2. Form
2.1 The JV will be a limited liability company incorporated in India under the Companies Act, 1956 and will be owned by the Parties either directly r through their respective designated subsidiaries or associates.

2.2 The name of the JV shall reflect the association between the Parties

3. Share capital and contributions
3.1 The Parties shall mutually discuss and agree upon the authorized capital of the JV.

3.2 7.5% of the total subscribed equity shares of the JV shall be earmarked for appropriate employee stock options to be mutually agreed between the Parties and which shall dilute the percentage ownership of each Party proportionately.

3.6 The Parties shall subscribe to all subsequent capital requirements and calls in proportion to their equity ownership.

3.7 The Parties shall have proportionate dilution in case of any issue of shares to any third party (as agreed amongst the Parties) or public suffering, which shall be targeted to be achieved within three years or such other mutually acceptable period.

3.8 Pre emptive rights needs to taken care in the JVA.

4. Management
4.1 The Parties shall be entitled to appoint members on the Board of Director. In proportion to their shareholding. The total number of Directors and their mode of appointment shall be in the manner mutually agreed upon the Parties in writing.

4.2 The CEO of the JV shall e a nominee of ABC and CFO shall be a nominee of DEF, both of whose bio-data shall be approved by the other Parties. The performance of CEO and CFO will be reviewed by all the parties on a yearly basis. CEO and CFO will be members of the Board of Directors.

4.3 The CTO of the JV shall be mutually agreed upon between the Parties.

4.4 The JV shall appoint independent auditors.

4.5 All transactions between the JV and related/affiliated parties shall be at arms length and transparent.

4.6 All other major decisions in respect of the JV shall be taken by mutual consent of the Parties.

5. Assistance by and Role of Parties

5.1 Each of the Parties within 7 days from the date of this MOU shall depute one representative to form a committee in order to enter into a JV Agreement ad to formulate a business plan for the JV.

5.2 Each of the Parties within shall make full effort to make the JV successful.

5.3 It has been projected that the new JV in the first year of its operations will be employ about_______professionals and all projects over and above its capacity will be first offered to ABC before offering it to any third party.

5.4 Parties shall be at liberty to pursue their original line of business and activities without any restrictions whatsoever even after forming the JV

6. Implementation of MOU

6.1 Parties shall in good faith work towards achieving the object laid down herein in accordance with applicable law and agree that the provisions contained herein shall be incorporated in the Memorandum and Articles of Association of the JV as and when incorporated

6.2 In the event of any dispute and difference between the parties before JV Agreement is signed, the parties shall refer the matter to_______________, chief of DEF, GHI and their decision shall be final and binding.

IN WITNESS WHERE OF , the parties hereto have executed this agreement on the date and place mentioned here in above.

For ABC
For DEF
For GHI