3 Obligations Of Jl:

• 3.1 Relevant conditions as applicable between the JV and the Client will be applicable to JL in exclusion to AMEL. It is the responsibility of JL to execute this contract to the full satisfaction of the client and to keep AMEL indemnified from all claims, Contingencies and responsibilities and so on arising out of the execution / non execution of the contract.
• 3.2 All Pre-Tender expenses for preparation / follow up of Tender, including but not limited to the costs of the Bank Guarantee (BG) or any other form of Earnest Money Deposit (EMD) shall be borne by JL only, without recourse to AMEL
• 3.3 JL hereby agrees and unequivocally undertakes to furnish necessary Bank Guarantees towards EMD, initial security deposit, Performance, Mobilization, and/ or in any form of security deposit in accordance with the provisions of the tender to the client on behalf of the JV (including the share of AMEL)
• 3.4 In the event of job being awarded to the JV, JL have to offload the installation, testing and commissioning work to AMEL in parts or total, subject to matching of quoted prices on back to back terms & conditions.

4.Obligations Of Amel:

• 4.1 AMEL agrees to provide accurate costing support for the purpose of tendering the potential project identified by JL on best effort basis.
• 4.2 AMEL scope shall be limited to supporting JL by the way of extending Pre-Qualification Requirement.
• 4.3 After award of the contract, if AMEL representative need to be present at the site/site office the cost of the same will be reimbursed.

5. Validity & Termination

• 5.1 This MOU shall be valid for 3 years from date of signing of MOU and can be further renewed on agreement of both the parties.
• 5.2 The MOU can be terminated by any party with 3 Month notice for future business however all the agreed terms remain valid for existing projects / clients till Validity envisaged in clause 5.1

6.Indemnity

• 6.1 JL hereby agrees to indemnify, defend and hold AMEL harmless from and against any liability, losses, cost, expense, claim, judgment, awards, settlement or damage that the JV may incur or be required to pay, which is caused by any act in performance of the obligation under this MOU by the JV or contributed due to breach by the JV of any terms contained in the contract and this MOU. Both the parties hereunto agree and confirm that MAAC is just a supporter by way of giving the pre-qualifying requirements.

7. Resolution Of Disputes

Any difference and dispute arising between JL and the AMEL on any matter connected with this agreement including its interpretation and will be settled by the JL representative. If the AMEL is not satisfied with the decision of JL representative then such difference or dispute will be settled by mutual discussion between Management of JL and representative from AMEL and same will be binding to both parties. Nothing contained herein shall be contained herein shall be construed as an agreement of arbitration.

8. Confidentiality:

• 8.1 Each party agrees to treat any confidential information (as hereinafter defined),which is furnished hereunder to a party or to its representatives now or in the future by or on behalf of the disclosing party in accordance with the terms of this clause.
• 8.2 As used in this MOU “Confidential Information” means any information, respective business prospects and plans financial operations trade secrets or know how which is either marked “Confidential” or is clearly by its nature confidential contained in including but not limited to research, product plans, products, customer services, suppliers lists, customers customer lists, markets, developments, inventions, processes, technology, designs, drawings, marketing, forecasts, or other business information, disclosed to either party by or on behalf of the other party during the term of this MOU or prior thereto in relation to the purpose specified in the preamble.
• 8.3 Each party shall keep the Confidential Information received from the other Party confidential not use it for any other purpose than that specified in the preamble and prevent its disclosure to, or use by others. Each party shall further only make the confidential information available to its employees, professional advisors or third party consultants to the extent that they require knowledge thereof for the purpose specified in the preamble.

9. Miscellaneous

• 9.1 Each Party shall notify the other party immediately in the event of any potential conflict of interest arising from the provision of services to any other organization, government entity or corporation through the terms of this MOU.
• 9.2 In case any provisions of this MOU should be or become legally invalid or unenforceable the validity or enforceability of the remaining provisions of this MOU shall not thereby be affected .
• 9.3 The parties shall not have the right to assign of transfer any part of their respective right or obligation created under this MOU to any third party or parties without the prior written consent of the other party.
• 9.4 This MOU shall be governed by the Laws of India and shall be subject to the exclusive jurisdiction of courts at Delhi.
• 9.5 Any alterations, amendments and additions to this agreement shall only be effective if in writing and signed by all parties or by their duly authorized representatives.

10. Conterparts:

• 10.1 This MOU is executed in tow counterparts, one for each of the parties which when executed and delivered shall constitute one and the same document.

11. Exclusivity:

• JL will work exclusively with AMEL for all the clients wherein JL/JV is awarded work with assistance from AMEL. JL cannot bid to above clients on their own without involving AMEL as front end representative. AMEL will make all efforts to bring more projects on board for JL to execute. Any breach of this clause is a reason for dispute and will call for early resolution. In case AMEL is not willing to participate in a project which JL is keen: then JL may decide to proceed with such project on its own and such transaction will not be covered under this MOU.