Memorandum of Understanding
This Memorandum of Understanding (“MoU”) is entered into this , 2019 by and between the parties:
Indian Institute of Technology, Madras, an institute formed under Institutes of Technology Act, 1961 functioning at its premises at Xxxxxx Xxxxx Xxxx, Xxxxxxx 000000 represented by Prof the Xxxx, , duly authorized by the Director, IITM (hereinafter referred to as the "IITM” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns)
, a company duly registered under Indian Companies Act, 1956/2013 and having its registered office at , City
Phase PIN (hereinafter referred to as "Donor" which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) acting through its Director, .
DONOR and the IITM are hereinafter individually referred to as “Party” and collectively as “Parties”.
1. The IITM is a premier academic and research IITM having the expertise and facilities to carry out research studies in the areas of Engineering and Technology and it is a separate entity established under the Act of Parliament, by virtue of which, the IITM is eligible to receive the funds for the purpose of Corporate Social Responsibility (CSR) activities pursuant to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2016 vide notification dated 23rd May, 2016, issued by Ministry of Corporate Affairs.
2. Donor, a company engaged in the business of _ and having its business operations across various locations in India, is desirous of partnering with IITM to promote education which includes broad range of activities i.e.
providing scholarship to needy students, participating in setting a value based curriculum, knowledge sharing by Donor’s members through seminars, conducting career mentoring sessions for students and related activities to help IITM as part of its Corporate Social Responsibility activities with an aim to help underprivileged students to obtain education (“Project”).
3. Based on the spirit of the Project and the objectives it seeks to achieve, the Parties are desirous of implementing the Project pursuant to the terms and conditions as set out in this MoU.
NOW THERERFORE, THESE PRESENTS WITNESSES AS FOLLOWS:
1) GENERAL TERMS OF THE MOU
1.1. The roles and responsibilities of each Party and the detailed Project description are more fully described in Exhibit A annexed hereto (“Project Description”).
2) ROLES AND RESPONSIBILITIES
2.1. Responsibilities of Donor
a. Donor will fund the fee of students as described in Exhibit -A of this MoU.
b. Donor shall pay IITM INR /-as part of the tuition fees for the implementation of the Project during the academic year for the
said students detailed in Exhibit -A.
c. For subsequent academic years till course completion of these said students Donor’s contribution will remain INR /-
d. And any changes to the tuition fees during the tenure of the course of the said
students shall be mutually agreed between the Parties and recorded by way of an addendum to this MoU.
2.2. Responsibilities of IITM
IITM shall select the select the students for scholarships and shall meet Donor’s criteria in selection of candidature. IITM shall conduct the due diligence in ensuring that the scholarships are not misused and is benefitting to the students and that it is granted to
financially needy genuine students who are committed to completion of the education course taken up.
3) REPRESENTATIONS AND WARRANTIES
3.1. Donor and IITM hereby make the following representations, warranties and confirmations; and state that the same are true, correct, valid and subsisting in every respect as on the date of this MoU and shall remain true, correct, valid and subsisting in every respect during the term of this MoU:
i) That any information or explanation furnished by IITM are true, bona fide and accurate in all material respects;
ii) That Donor and IITM are duly incorporated and validly existing under the laws of India and are in compliance of all applicable laws and possesses all statutory approvals and compliances for the execution of this MoU and for implementation of the Project.
iii) That Donor and IITM have taken all the necessary actions under the applicable laws including but not limited to corporate actions for undertaking and implementing the Project.
iv) That Donor and IITM do not violate any covenants, conditions and stipulations of any of their existing agreement(s) and shall at all times abide by all the terms and conditions of this MoU.
v) Tax status – IITM warrants and confirms that it is a separate entity established under the Institutes of Technology Act, 1961, and is eligible to receive donations and issue valid receipts under Section 80G of the IT Act.
vi) IITM warrants and confirms that as per the Ministry of Corporate Affairs Notification dated 23rd May, 2016, under Rule 4, sub-rule 2, IITM is entitled to receive CSR funds.
3.1. During the subsistence of this Project and/or the MoU, IITM hereby agree to:
(i) Promptly notify Donor;
(a) of any event or circumstance which would, or is likely to, result in any of the representations and warranties made by the IITM hereunder becoming untrue, incorrect or misleading in any manner;
(b) of any circumstance or event which would, or is likely to interfere in/prevent/delay the proper implementation of the Project, or other similar happenings likely to have a material adverse effect on the Project; and
(c) of any material loss or damage which Donor may suffer due to any event, circumstances or act of God.
(ii) Deliver to Donor:
(a) Update on the progress of the project described in Project Description and any other documents as may be reasonably required by Donor to demonstrate the implementation of the Project.
5) FINANCIAL TERMS AND CONDITIONS
5.1. Donor shall pay IITM an amount stated in the Exhibit – A for implementation of the Project (“CSR Spend”).
5.2. The Parties acknowledge and agree that the CSR Spend stated in Clause 2.1(b) to this MoU are estimates only and Donor reserves the right to revise/cancel the CSR Spend, at any time in its sole and absolute discretion without any liability to IITM.
6) TERM AND TERMINATION
5.1 This MoU shall be effective from the date of execution and shall continue unless otherwise terminated as provided herein below.
5.2 If a Party believes that the other Party has failed fully to perform its obligations under this MoU, the Party not in breach will provide written notice of such breach to the other Party. If curable, and the Party in breach does not cure such breach within seven
(30) days after receiving such written notice (or such longer period agreed between the Parties), the Party not in breach may terminate the MoU for cause, in whole or in part, by providing written notice of such termination to the Party in breach.
5.3 Donor may terminate or suspend this MoU, upon sixty (60) days written notice to IITM at any time without cause and without any liability or obligation. IITM acknowledges that the contribution by Donor is purely voluntary in nature and the same is not binding on Donor. Should Donor decide to terminate the MOU and./or any of the activities under this MoU for any reason, IITM hereby unconditionally agrees not to dispute or
contest such termination in quid -pro- quo Donor assures to meet already committed expenses of IITM.
6.1 Neither Party shall be entitled to assign any of its rights, benefits or obligations under this MoU without the prior written consent of the other Party;
6.2 Save as aforesaid, this MoU shall be binding upon and shall ensure for the benefit of each Party and their respective successors in title.
8) CONFIDENTIAL INFORMATION:
During the term of this MoU, either Party may receive or have access to information that is confidential or proprietary to disclosing Party (“Confidential Information”). Receiving Party will not, without first obtaining the disclosing Party’s written consent, disclose Confidential Information to any third party or use such information for any purpose other than for the limited purposes of this MoU. The receiving Party will take all appropriate steps to safeguard Confidential Information and to protect such information against disclosure, misuse, loss or theft. Notwithstanding the foregoing, the receiving Party may disclose the Confidential Information to its employees that participate in the implementation of the Project, provided that such employees abide by the confidentiality obligations contained herein.
9) FUND UTILIZATION CERTIFICATE:
IITM will provide utilization certificate and other relevant details as to how the money has been utilized as and when required by Donor. In the event of any material discrepancies in the utilization certificate or if the money has been utilized in non- conformance with the terms of this MoU, DONOR reserves the right to terminate this MoU and/or recover such amounts related to the discrepancy or non-conformance from IITM.
IITM shall not issue any news release, public announcement, advertisement, or other form of publicity concerning its involvement under this MoU and shall not use Donor’s trademark, service xxxx, trade name, logo or other indication of origin, except by express, prior written consent of Donor. Donor, as part of its Corporate Social Responsibility initiatives would be required to disclose or publicize its contribution in various forums, whether private or general and the IITM hereby consents to such disclosure or publicity by Donor. Where IITM is permitted to display a board/ signage with the name and logo of Donor for its contribution, such signage shall follow standard signage configuration, however the Donor’s logo within the signage will follow standard size and design requirements of the Donor’s Logo as prescribed from time to time.
In no event either party be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to loss of use, data or profits, or business interruption howsoever such loss is caused or assessed pursuant to any theory or categorization of liability), whether in contract, strict liability, tort (including negligence) or otherwise, arising in any way resulting from this MoU, even if advised of the possibility of such damage.
11.1 Any notice by one Party to the other Party shall be in writing and posted, delivered personally with proper acknowledgment or sent by courier, registered or certified mail or facsimile transmission to such Party's last known address and/or the address as specified hereto.
Indian Institute of Technology Madras
Address: Xxxx I&AR, ICSR Building, Indian Institute of Technology Xxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxx Xxxxx Xxxx 000000
Kind Attn.: Name
11.2 Time shall be the essence of this MoU in so far as it relates to the observance or performance by IITM of any of its obligations hereunder.
11.3 This MoU represents the entire understanding in respect of the Project between the parties and shall be capable of variation in writing by a note of amendment (“Note of Amendment”) signed by an authorized representative on behalf of DONOR and IITM.
11.4 In the event of any dispute arising under this MoU, each party’s representatives shall endeavor to resolve the dispute amicably and in the event of failure to resolve amicably, the same shall be referred to an arbitrator appointed by IITM and DONOR. Arbitration shall be held in accordance with the Arbitration and Conciliation Act, 1996 including any amendments thereon. The language of arbitration shall be in English and the place of arbitration shall be Chennai, India.
11.5 Governing Law: This MoU will be governed by and construed in accordance with the laws of India and shall be subject to the competent courts of Chennai, India.
12.5 All exhibit(s) hereto shall be deemed to form an integral part of this MoU and in the event of any inconsistency or repugnancy between the contents of this MoU and/or any exhibit(s) hereto, the latter shall prevail to all intents and purposes.
IN WITNESS THEREOF THE PARTIES IN THEIR FREE VOLITION AND FULL UNDERSTANDING WITH THE INTENT TO LEGALLY BIND THEMSELVES TO THIS MOU EXECUTE THIS MOU THROUGH THEIR DULY AUTHORIZED PERSONNEL’S
Signed by and on behalf of
Indian Institute of Technology, Madras
Signed by and on behalf of Donor
A. Project Description:
Donor will fund the fee of students as listed below.