Saturday, 29 January 2022

Memorandum of Understanding sample draft


This Memorandum of Understanding ( hereinafter “ Memorandum ” or “ MOU ”) is entered into and Signed on 31-12-2020 at Mumbai, Maharashtra.


Golden Gym Private Limited, having its registered office at 

351 Raj Niketan , Bapu Vashi Road , Vile Take West




Incorporated under the Companies Act 2013, 

CIN Number 461914792

(hereinafter referred to as “ First Party ” which expression shall mean and include its legal heirs, administrators and permitted assigns).


Diamond Fitness Private Limited, having its registered office at

37 Narayan Dhruv Lane, Mandvi




Incorporated under the Companies Act 2013,

CIN Number 746291477

( hereinafter referred to as “ Second party ” which expression shall mean and include its legal heirs, administrators and permitted assigns).

(referred to herein as “Parties ” or individually as “Party ”)


  1. The Parties are interested in working together in connection with the Purpose which is described in this Memorandum.

  2. Party 1 an established Gym with Market credibility intend to further expand its business in the city of Mumbai, Maharashtra.

  3. Party 2 a Gym in Mumbai is willing to work with Party 1 and intend to investigate the prospect of working together on this Project. 

  4. Each Party respectively is expected to act in good faith in accordance with this Memorandum .

Now, therefore, in consideration for the mutual promises and convents set forth herein, the Parties agree as follows:


  1. This Memorandum will commence on 31-12-2020.

  2. The Parties will negotiate in good faith in order to sign a final and legally binding agreement in relation to the Project ( the “Agreement ”) on or before 31-03-2021.

  3. This Memorandum will remain in effect until otherwise terminated by the Parties.

  4. In the event that this Memorandum is terminated neither Party will incur any financial liability to the other Party.

  5. In the Event that this Memorandum is terminated this Memorandum will continue for the time periods as provided in the Memorandum. 


The Party 2 hereby Agrees to Pay the Party 1 a sum of Rupees 25,00,000/- ( Twenty Five Lakhs ) in order to continue their arrangement. And further enter into a Franchisee Agreement.


  1. The Parties may terminate this Memorandum by mutual agreement.

  2. Either Party may terminate this Memorandum by providing 1 month notice in writing to the other Party .

  3. Neither Party will, under this Memorandum will incur any financial liability in case of the termination.

  4. Possession of any Equipment, Materials , Documents, Data or other information that are the property of the Parties must be promptly returned or destroyed as per the directions of the Parties. 


Each Party shall use their best efforts to complete all actions initiated by them and do all the necessary tasks/objectives that are required for the Project and Comply with the terms of the Memorandum. The Parties must mutually cooperate in order to work effectively and efficiently towards the Objectives. Each Party shall promptly consult with each other and provide any required data, information and material if required and necessary to carry forward the work.


  1. This “ Confidentiality” clause is intended to be legally binding on the Parties herein.

  2. The Parties hereby acknowledge and agree that in relation with this Memorandum, they may have access to information that is confidential and is commercially valuable to one or more of other Parties.

  3. In relation to any confidential information the receiving Party shall keep the Confidential information confidential and secret.

  4. The Receiving Party shall only use the confidential information for the Purpose of working in good motive on the Project in accordance with this Memorandum.

  5. The Receiving Party shall not release the confidential to any other party.

  6. Each Party’s respective obligations of Confidentiality under this clause will survive the termination or expiration of this Memorandum and will continue after that Party ceases to participate in the Project.

Signed By the Parties this 31-12-2020


Golden Gym Private limited 




Diamond Fitness Private limited

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