Submit

This Memorandum of Understanding (hereinafter referred to as the “MOU”) is entered into at Mumbai this day of . 2024 by and between:

, registered under Societies Registration Act’1860 and having its registered office . (Hereinafter referred to as the “” which expression shall, unless repugnant to the context or meaning thereof, deem to mean and include its successors and permitted assigns) of the ONE PART;

AND

Tangent Tech Solutions, a public charitable trust registered under the Bombay Public Trust Act, 1950 vide registration no. E-25632 (Mumbai) with registered office located at Bombay House, Sivaji Street, Mumbai 400011, India (hereinafter referred to as 'TTS'. which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its trustees, executors, successors or administrators of the last surviving trustee and their/his permitted assigns) OF THE OTHER PART

and TTS shall collectively be referred to as “Parties” and each individually as a “Party”.

WHEREAS

1. is conducting/engaged in .
2. The has represented to TTS that the is authorised to accept donations, subscriptions, legacy or contribution in the form of monies that it requires funds for the advancement of the objects of the .
3. The is in requirement of funds for the purpose of implementing ("Purpose").
4. TTS Community Development Trust is engaged in supporting welfare programmes and accordingly at the request of the is desirous of contributing for the purpose on the terms and conditions more particularly mentioned hereinafter.

NOW THIS MOU WITNESSETH and the Parties hereto agree as follows:

Article II – Responsibilities of the Grantor

1. The TTS shall disburse to the , the sum as may be mutually agreed to, to be utilized for the said purpose in accordance with specifications and agreed actions in this MOU, and subject to a maximum of .(“Grant”) which shall be disbursed in the yearly basis.
2. TTS representatives will visit the sites periodically and review program/events as agreed upon to monitor on ground implementation of activities.

Article III – Roles & Responsibilities

For Tangent Tech Solutions (TTS)

1. The Grantor shall disburse to the Grantee the sum as may be mutually agreed to, to be utilized for the said purpose in accordance with specifications as laid down in proposal, and subject to a maximum of Rs (“Grant”) which shall be disbursed in the manner.
2. TTS representative will visit the site periodically as agreed upon to monitor on ground implementation of activities in line with the work plan and timelines agreed upon (Annex C)

For ()

1. The shall utilize funds. TTS may at its sole and absolute discretion may verify compliance of the same including with the assistance of a third party.
2. The while ensuring the implementation of the purpose shall be solely responsible for obtaining all statutory permissions/licenses/approvals required, if any, for the said purpose. TTS shall not be responsible or liable except to the limited extent of contribution for the purpose.
3. The shall facilitate TTS representatives in visiting the project site for periodically monitoring/audit purpose.
4. The shall provide to TTS publications, data and reports, including internal reports, reports submitted to/by external evaluators (provided the external evaluators consent to it), funding agencies, studies and researches, statistics, and such other information, including financial information on TTS funding, as TTS or its representatives may require, for its own satisfaction, as well as in order to present the same in suitable formats and templates in its internal and external communication.
5. The shall, obtain and keep in force and effect by applying for renewals from time to time suitable tax exemption or deduction status, or other tax benefits that may be available, and, if such benefits do accrue, the same shall be taken into account to calculate the actual costs, and such savings as accrued shall be deployed to create additional facilities. The shall ensure the implementation of the purpose as laid down in the proposal presented to the TTS.
6. The shall send to TTS, reports on the utilisation of the contribution and at such periodicity as mutually agreed to between the Parties.
7. The shall maintain adequate systems to track the usage of the funds granted by TTS and MIS as applicable and follow best accounting standards.
8. The shall carry out statutory audits on time, and provide all audit reports (statutory as well as internal) to TTS on request.
9. The shall, in case there is any unspent balance from the contribution provided after fulfilment of the said purpose, or in case of failure to use the contribution or any part thereof by the time provided for, return such funds to TTS.

ARTICLE IV – OBJECTIVES OF THE PROGRAMME

ARTICLE V - THE WORKING RELATIONSHIP

1. All the parties shall ensure transparency and accountability in all activities undertaken as a part of the project.
2. Each party shall designate Single Point of Contact (SPOC) for effective coordination to ease regular coordination.
3. The parties shall co-create and brainstorm on enhancing the effectiveness of the project along with the Government.

ARTICLE VI - PROGRAMME TERM AND WORK PLAN

1. The MoU is valid from to the programme period ("Term"). The TTS reserves the right to terminate the MOU by giving 30 days’ notice to the without assigning any reasons therefore if the progress is found unsatisfactory.
2. The MoU is a part of engagement commitment of with TTS for the programme Term.
3. Budgets for each year shall be mutually agreed upon and would be based on the achievements made, inputs from other identified and brought in partners and the overall long term identified needs.
4. will submit a work plan with timelines for the period of years and will notify TTS in writing if occurrence of any event may cause delay in achieving the project delivery milestones.

ARTICLE VII - REVIEW, MONITORING AND REPORTING OF THE PROGRAMME

1. will submit quarterly reports on the activities done and formats preused by TTS for reports and compliance.
2. will submit quarterly utilisation certificate.
3. TTS team can monitor the project from time to time by visiting the project sites.
4. shall furnish a receipt for funds received including tax exemption under 80G.
5. Refund of Unutilized/Unspent Funds: Any unspent or unutilized amount, (disbursed earlier by the Company for the project to the Agency), shall on completion of this project, be refunded to the Company within 30 days of the completion of the project or termination or the Agreement, whichever is applicable.

ARTICLE VIII- CONFIDENTIALITY

1. Each Party shall keep secret (i) all Confidential Information of the other Party which such Party becomes privy or party to pursuant to this MoU; and (ii) any and all the activities of the other Party pursuant to this MoU; and neither Party shall disclose the same to any third party or directly or indirectly use the same or permit the same to be used for any purpose whatsoever except for performing its obligations pursuant to this MoU.
2. For the purpose of this clause, “Confidential Information” means any trade secret or other information which is confidential or commercially sensitive and which is not in the public domain (other than through the wrongful disclosure by any Party) and which belongs to a Party (whether stored or recorded in documentary or electronic form) and which (without limitation) relates to the business methods, management systems, marketing plans, strategic plans, finances, marketing activities, processes, inventions, source code, computational logic, technology architecture and configuration and designs of the relevant Party. Parties agree that in relation to the obligation related to confidentiality or any breach there off, the maximum liability of each party shall not exceed .

ARTICLE IX- INDEMNIFICATION

shall indemnify and hold TTS and its trustees and representatives harmless from time to time from and against any and all claims (contractual or otherwise), suits, proceedings, taxes, penalties, liabilities, damages, costs and expenses, suffered, incurred, arising out of any third party claims for on account of or arising out of any default by in fulfilling its role and responsibility under this MOU.

ARTICLE X- LIMITATION OF LIABILITY

Notwithstanding any other term contained in this MOU, in no event TTS shall be liable for any indirect, special, collateral, loss of profits, loss of goodwill, or other consequential loss or damage suffered or incurred by the other Party, even if advised about the possibility of the same. No third party shall obtain any rights under this MOU. TTS has no liability or obligations under this MOU except as expressly mentioned in this MOU. Notwithstanding any other term contained in this MOU, the liability of the will be restricted up to a maximum of the contribution actually received under this MOU by the . However, such limitation shall not be applicable for any claim, loss or damage that TTS may incur, sustain or be exposed due to organization's gross negligence, fraud and wilful misconduct.

ARTICLE XI - GOVERNING LAW AND ARBITRATION

1. This MOU shall be governed by and construed in accordance with the Laws of India.
2. Any disputes, differences, claims or questions of interpretation of any nature arising between parties with respect to this MOU as respective rights, claims, liabilities and obligation under this MOU, including any question regarding its existence, validity or termination which is not resolved by amicable settlement shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act 1996 or any statutory amendment thereto. There shall be a sole arbitrator appointed by TTS who shall have summary powers. The venue of such proceedings shall be at Mumbai and the language of arbitration shall be English. For all the matters which are referable to the courts pursuant to the Arbitration and Conciliation Act 1996, or otherwise including without limitation an application under section 11 of the said Act, the court Mumbai shall have exclusive jurisdiction.
3. This MOU expresses the understanding between the parties and all prior understandings, representations, agreements, licence or agreement, oral or written are hereby cancelled. The terms or provision of the MOU may be modified, amended, waived, or discharged only in writing signed by the parties hereto.

ARTICLE X - TERMS AND TERMINATION

1. The terms and conditions of this MOU shall be valid until the fulfilment of the said purpose, or for such other period as may be expressly provided in this MOU.
2. Provided, however, that this MOU may be terminated by either Party by providing a notice for 3 (three) months to the other Party, upon failure of the other Party to observe or perform any of its covenants, duties or obligations under this MOU.
3. Provided, further, that this Agreement may be terminated by mutual consent of the Parties hereto, with or without notice.
4. If TTS is of the view that the project work is not upto the mark or unsatisfactory or any audit findings of the project are negative or unsatisfactory from the TTS's point of view, then notwithstanding anything contained in this Agreement, the unconditionally agree and confirm that the TTS shall have the right to exit at any time, without assigning any reason whatsoever, from this Agreement or terminate this Agreement by giving 45 (Forty Five) days’ notice in writing to the .
5. Force Majeure: Notwithstanding anything else contained in this Agreement, the Agreement shall stand terminated if either of the parties becomes incapable of acting as is provided for in this Agreement, due to earthquake, flood, cyclone, or other natural disasters, legal and regulatory changes or any other causes of like character beyond the control of the parties.

ARTICLE XII - MISCELLANEOUS

1. The invalidity or unenforceability of any provision of this MOU shall not affect the validity or enforceability of any other provision of this MOU.
2. Nothing in this MOU shall be construed as establishing or implying any partnership, agency or joint venture relationship between the Parties, or authorise a Party to commit or bind the other Party in any way whatsoever without obtaining the other Party's prior written consent as the parties hereto have executed this MOU on principal-to-principal basis.
3. This MOU and any amendment hereto may be executed in counterparts, each of which when executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same instrument. This MOU may be delivered by facsimile.
4. Neither Party may assign this MOU or any part hereof without the prior written consent of the other Party.
5. All notices, requests and consents under this MOU shall be in writing and shall be deemed to have been delivered (a) on the date personally delivered, (b) on the date mailed, postage prepaid by certified mail with return receipt requested, or (c) when sent via facsimile and confirmed to the addresses provided for herein below and as will be applicable.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR RESPECTIVE HANDS AND SEALS THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.