MEMORANDUM OF UNDERSTANDING (MOU)
TABLE OF CONTENTS
1. DEFINITIONS
2. OBJECTIVE
3. SCOPE OF WORK
4. COVENANTS
5. TERM:
6. COORDINATION
7. CONFIDENTIALITY
8. TERMINATION OF THE MOU
9. EXTENSION OF THE AGREEMENT
10. INDEPENDENT CONTRACT
11. INTELLECTUAL PROPERTY
12. NO WAIVER
13. COMMUNICATION
14. AMENDMENTS
15. GOVERNING LAW
16. LIMITATION OF LIABILITY
17. DISPUTE RESOLUTION
18. FORCE MAJEURE
ANNEXURE - 1: LEGAL DETAILS OF PARTIES
ANNEXURE - 2: CONSIDERATION
MEMORANDUM OF UNDERSTANDING (MOU)
This Memorandum of Understanding (“MoU”) is entered into, between Acofocuss Business Solution
LLP [ACG-0731] (“First Party”) having its principal place of business at 3rd Floor, G-128, Sector-63,
Noida, 201301and PIBAME DYNAMICS PRIVATE LIMITED (“Second Party”) having its
principal place of business C/O
at PUSHPA RUI MILL, NEAR TALAB, Shamli, Muzaffarnagar,
The details of the Parties are provided in ANNEXURE - 1 to the
Muzaffarnagar- 247776, Uttar Pradesh.
MoU.
Whereas, the First Party is a company that provides consultancy services including those related Digital
Marketing, Social Media Marketing and Management, New Firm/Company Registration, Compliances,
Website/App Designing and Development, E-Commerce and Software Development, Logo Designing,
Content Writing, M.S.M.E. Registration, ISO Certification, FSSAI Certificate,
G.e.M. Registration, Trademark Application, Startup India Registration, Consultancy for Startup India
Seed Fund Application, Tax Exemption under Startup India, Skill India and other business services.
Whereas, the Second Party is a firm/company that provides/deals in the design, manufacturing, assembly,
fabrication, and supply of high-performance presses, crushers, extractors, and other machinery used in the
production and processing of wine, cider, fruit juices, and related beverages. With a focus on innovation
and precision engineering, the company delivers cutting-edge solutions tailored to meet the evolving
needs of the beverage industry provided by the Second Party, and thus, is voluntarily entering into the
present MoU with the First Party.
In addition to manufacturing, PIBAME DYNAMICS PRIVATE LIMITED is actively involved in the
import and export of advanced processing equipment, ensuring global access to state-of-the-art
machinery. The company also provides buying, selling, servicing, repair, and maintenance solutions for
presses, crushers, and extractors, ensuring seamless operations for its clients.
2
1. DEFINITIONS
a. Commencement Date:
The date of signing of the present MoU or such other date as the
Parties may mutually decide.
b. Date of Completion:The date on which the term of the MoU expires.
c. Intellectual Property:Any patent, copyright, trademark, internet domain name and any other
intellectual property right of the Second Party, any formula, conditional or proprietary report
or information, customer or membership list, any marketing data, and any computer program,
software, database or data right.
d. MoU: The present Memorandum of Understanding between the First Party and the
Second Party.
e. Parties: The First Party and the Second Party have been collectively referred to as Parties
in the present MoU.
f. Scope of Work: The list of services the First Party undertakes to provide to the Second
Party in accordance with the present MoU.
2. OBJECTIVE
a. This MoU sets out the general framework of cooperation between both the Parties.
b. This MoU identifies the roles and responsibilities of both the Parties towards each
c. other. Both Parties undertake that they will undertake any activity under this MoU in
compliance with all applicable laws, rules, and regulations and principles set forth by
the Government of India. Both Parties understand and agree that the present MoU
d. does not restrict the Parties from entering into similar agreements or otherwise
associating with any other public or private individuals, agencies, or organizations.
3
3. SCOPE OF WORK
a. The First Party agrees to assist the Second Party in arranging I-CREATE PRO
FUND CONSULTANCY To that end, the Parties will undertake the following
activities:
i. The First Party will collect the data for the above documents from the Second Party
and the Second Party agrees to provide the data through e-mail.
ii. The Second Party agrees to provide approval/necessary changes through written
communication to the First Party through official email addresses.
iii. The First Party agrees to make the necessary changes as required by the Second Party.
iv. The Second Party understands and agrees that the changes the First Party makes will
entirely depend on the instructions the Second Party provides to the First Party.
b. In addition, the above, The First Party also agrees to do the following on behalf of
the second party
i. Vetting of Documents
ii. Necessary Industry Research for documentation
iii. Compiling of Documents
iv. Filing and Submission of application for the I-CREATE PRO FUND
CONSULTANCY
(in the name of the Second Party)other
& eligible grant services.
v. Grooming of Founder(s), if shortlisted for the interview by an
incubator/investor
.
Provided that the First Party shall undertake the activities mentioned in Clause 3(a) and
Clause 3(b) only if the Second Party provides necessary assistance to it.
Provided further that the First Party shall endeavour to complete the activities assigned to it in Clause 3(a)
and Clause 3(b) within 90 days from the Commencement Date.
4
4. COVENANTS
a. The Second Party agrees to pay to the First Party the amount listed in Annexure
- 2 to the MoU as consideration for services rendered. The payment shall be
made on such date and time as is prescribed in ANNEXURE - 2. The First Party
b. shall be entitled to use the registered logo and name of the Second Party for
marketing purposes through oral and written mediums, including but not limited
to the official website and social media platforms, only if the Second Party
grants prior explicit permission; otherwise, such use shall not be permitted. The
c. Second Party understands and agrees that the First Party will only act as a
consultant/service provider to the First Party. The Second Party understands
d. that the First Party is not and cannot be responsible for ensuring successful
completion of the activities listed in Clause 3, and is only providing consultancy
services to the First Party.
e. The Second Party understands that the First Party has no authority to provide funds
from the I-CREATE PRO FUND CONSULTANCY or any other government and
private schemes/organizations.
f. The Second Party agrees that the documentation fee shall be non-refundable, provided
that all submitted documents are duly approved and the Second Party successfully
completes the interview process.
5
5. TERM:
This MoU shall be operational from the Commencement Date and will have an initial
duration of 12 months or till the Date of Completion. The MoU is made and signed in
two copies, one of which is kept by the First Party and the other is kept by the Second
Party.
6. COORDINATION
To carry out and fulfil the aims of this agreement, the Parties will appoint an
appropriate person(s) to represent its organization and to coordinate the
implementation of activities, and share the details of such person with the other
party within 3 days from Commencement Date.
7. CONFIDENTIALITY
a. Each party agrees that it shall not, at any time, after executing the activities of this MoU,
disclose, to any third party, any information about these activities or the affairs of
business or method of carrying on the business of the other without the consent of
both parties. The First Party, without the consent of the Second Party, shall not
b. disclose any Confidential Information to anyone, whether such information was
obtained before, during or after the term of the present Agreement. The First Party
shall immediately return any Confidential Information to the Second Party, if the
c. Second Party demands or at the termination or expiry of the present Agreement.
This section shall survive the expiration or termination of this Agreement.
d.
6
8. TERMINATION OF THE MOU
a. The relationship covered by this MoU will be terminated upon completion of the
agreed-upon period or in the event of completion of services stated under the Scope of
Work.
b. Either party may terminate the present MoU by providing a written notice of 28 days to
the other party.
c. Either party may terminate the present MoU if the other party has materially breached
one or more of the terms of the present MoU.
9. EXTENSION OF THE AGREEMENT
The MoU may be extended provided the Parties agree upon it.
10. INDEPENDENT CONTRACT
The Second Party agrees that all services will be rendered by the first party as an
independent contractor and that this MoU does not create an employer-employee
relationship between the Second Party and the First Party.
11. INTELLECTUAL PROPERTY
a. Each Party is the sole owners of its own Intellectual Property, and in particular its
copyright, trademarks, database and patents and in any software, the graphics, text
and other materials used therein, including the organization and selection of the
materials contained therein. Nothing contained in the MoU nor any activity
b. undertaken herein, shall transfer the ownership of any Intellectual Property from
one Party to another. This section shall survive expiration or termination of this
c. Agreement.
7
12. NO WAIVER
A failure or delay in exercising any right, power or privilege in respect of this MOU will
not be presumed to operate as a waiver, and a single or partial exercise of any right,
power or privilege will not be presumed to preclude any subsequent or further
exercise, of that right, power or privilege or the exercise of any other right, power or
privilege.
13. COMMUNICATION
All notices, demands, and other communication under this agreement in connection
herewith shall be written in the English Language and shall be sent to the last known
address, email, or fax of the concerned party. Any notice shall be effective from the
date on which it reaches the other party. Both parties agree to provide the
communication details immediately as they are updated/changed.
14. AMENDMENTS
This MoU is subject to changes and either party may request the other party for
necessary changes to this agreement. Any changes, modifications, revisions or
amendments to this agreement which are mutually agreed upon by and between the
parties to this agreement shall be incorporated by written instrument, and effective
when executed and signed by all parties to this agreement.
15. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
India, without giving effect to any choice of law or conflict of law provisions. The
Parties consent to the exclusive jurisdiction of the courts of Noida, Uttar Pradesh,
India.
16. LIMITATION OF LIABILITY
a. In the event applicable law does not allow the limitation of liability as set forth
above, the limitation will be deemed modified solely to the extent necessary to
comply with applicable law.
8
b. This section (limitation of liability) shall survive termination or expiration of this MoU.
17. DISPUTE RESOLUTION
a. Any claim, dispute or difference relating to or arising out of this MoU shall be referred
to a sole arbitrator mutually appointed by the Parties. The arbitral proceedings shall
be conducted in accordance with Arbitration and Conciliation Act, 1996
b. The parties agree that the disputes arising out of this MoU shall be decided
through Fast Track Procedure in accordance with applicable rules, subject to the
right of the parties to request the Arbitral Tribunal for oral hearing. It is clarified
that any party may after giving prior notice to the other party request the Arbitral
Tribunal to conduct the arbitral proceedings through normal procedure and not
through the Fast Track Procedure. The notice shall specify the reasons for making
such a request.
c. The seat and venue of arbitration shall be Noida, Uttar Pradesh, India.
d. The arbitration award shall be final and binding on the parties.
18. FORCE MAJEURE
Neither Party shall be liable for full or partial failure to perform its obligations if the default is
a consequence of force majeure circumstances. If those circumstances arise, the term for the
performance of the obligations under this MoU shall be delayed in proportion to the duration
of those circumstances and their consequences.
9
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed
this Agreement as of the date first written above.
ANNEXURE - 1
LEGAL DETAILS OF THE PARTIES
FIRST-PARTY SECOND-PARTY
Name:Acofocuss Business Solution LLP Name: PIBAME DYNAMICS PRIVATE LIMITED
Authorized Person:Farhat Zaki Authorized Person: KAMAL SHARMA
Title: Director Title: Director
Address:
Address:
3rd Floor, G-128, Sector-63, Noida, 201301 C/O PUSHPA RUI MILL, NEAR TALAB, Shamli,
Muzaffarnagar, Muzaffarnagar- 247776, Uttar
Pradesh
Date: 03/18/2025 Date: 03/18/2025
Signature: Signature:
(Sign With Stamp)
(Sign With Stamp)
10
ANNEXURE - 2
CONSIDERATION
- The Second Party has paid Rs. 20,000/- to the First Party for documentation as
consideration for services First Party shall provide under this MoU.
- The First Party is taking guarantee to conduct the interview with 3 incubation
centers for Second Party, if First party fail to conduct the interview the amount
shall refundable.
- The Second Party shall give 1.5% of total amount to First Party after
disbursement.
