MEMORANDUM OF UNDERSTANDING

This Deed of Memorandum of Understanding is made and executed at New

Delhi on this day of 18th June, 2017,

BETWEEN

(1.) Sh.----------------------------- S/o Shri -------------------- R/o---

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(2.) Smt. --------------------- W/O ----------------------------------, R/o ------

------------------------------------------------------------------------------

(3) Sh. ------------------------------------- S/O Sh. ------------------------

R/o ----------------------------------------------------------------------

(hereafter collectively referred to as the `FIRST PARTY or PARTY

No. 1, 2 and 3 (as the case may be) OF FIRST PART)

AND

Sh. -------------------------- S/o Sh.----------------------------, R/o

------ ---------------------------------------------,
 (hereafter referred to as the `SECOND PARTY);

The expression of the terms `FIRST PARTY or PARTY NO. 1, 2 AND 3

(AS THE CASE MAY BE) OF FIRST PART. and `SECOND PARTY
wherever they occur in the body of this Memorandum of Understanding,
shall mean and include them, their legal heirs/representative, successors,
administrators, executors and assignee (s) employee(ies) and agent (s)
unless and until it is repugnant to the context of meaning thereof.

WHEREAS, the first party NO.1 of first part and second party were
carrying out business of insurance for which they formed/ incorporated a
partnership firm in the year------ as partners under name and style Dark
Hors Investment Solution having its office at -----------------------------
------------------------------ .And further incorporated a Private Limited
company under name and style Dark Hors Insurance Marketing (P)
Ltd. Having its Regd. Office at -------------------------------------------------
-------- However, due to technical reasons best known to parties
hereinunder no said business of insurance could be materialised or came
into in existence of partnership firm and Private Limited Company which
were incorporated for vary purpose mentioned hereinunder in this MOU,
therefore, both the parties decided to carry out the said business in the
individual agency code allotted in the name of second party and second
partys father,and their agency/ franchisee from the different insurance
companies. Since, Party No.1 did not any technical know-how of insurance
business and other intricacies of said insurance business have/ had only
invested the money in his individual as well as through his parents i.e.
Party No. 2 and Party No. 3 of First Part which is lying outstanding liability
in the respective books of accounts of the firm and company.

WHEREAS, the Party No. 1 of First Part decided to retire from this
business of insurance and accordingly orally offered/ communicated his
wish to Second party which is accepted and agreed by the second party to
settle his account as well as of his parents i.e. Party No.2 and Party
No.3 which is standing in books of accounts of Dark Hors
Investment Solution and Dark Hors Insurance Marketing (P) Ltd.
on ----.---.------- parties hereto of first part of this memorandum of
understanding decided to dissolve the said partnership i.e. Dark Hors
Investment Solution firm with effect from ---------------- and tendered
their resignation letter from Directorship fromDark Hors Insurance
Marketing (P) Ltd.

AND WHEREAS, it has been mutually resolved and agreed between both

the parties that said business of insurance as in running condition under the

same name and style shall be continued by the second party ,for

consideration thereof ,the second party after three years, shall pay a total

sum of Rs.14,10,000/-(FOURTEEN LAKHS AND TEN THOUSANDS ONLY) as

premium for surrendering their rights ,liens, claims and interest whatsoever

of said insurance business in installments as per payment schedule

attached herewith as Annexure A as forming part of present MOU in

order to avoid any misunderstanding of any type between the parties in

future they have mutually decided to put in writing their relationship and

their rights and duties in the said business.

AND WHEREAS, the First party agreed to protect the confidential data /

information(s ) / details of client(s) or any other confidential

information(s)/ secret(s) of business which be gained from said partnership

/ company or as agency individual business of second party or as disclosed

to him during the course of said partnership/company / individual agency

business or gathered from any source (s) and further undertake not to use

either directly or indirectly said confidential data / information(s ) / details

of client(s) or any other confidential information(s)/ secret(s) of business

which be gained from said partnership/ company or as individual business

or as disclosed to him during the course of said partnership/ company or

individual business or gathered from any source (s) on or before and after

execution of present MEMORANDUM OF UNDERSTANDING.

And Whereas the Second Party with his skill and technical- knowhow

developed immense cliental(s) to his business of insurance under individual

agency code in his and his fathers name and the Party No.1 of First Part

being close associate of the Second party know all the business relations

and cliental(s ) of him therefore ,it is mutually agreed between the parties

that Party No. 1 of First Part shall not use / misuse the trade secrets or

cliental(s ) of second party directly or indirectly in any manner. And first

party further undertake that they shall not employ any of the employee

who worked for Dark Hors Investment Solution and Dark Hors

Insurance Marketing (P) Ltd. Or individual agency code in the

name of second party and or his father.

Whereas the Party No. 2 and Party No.3 of First Part vested their
rights and authorise to Party No.1 to take /initiate all steps for closure of
insurance business as per agreed terms and conditioned as mentioned
hereunder and further authorise Party No.1 of First Part to receive all
payments on behalf of them from second party and in future they shall
have no claim, interest and rights in said insurance business or in Dark
Hors Investment Solution and Dark Hors Insurance Marketing (P)
Ltd.

And Whereas the party No.1 of First Part and Second Party with
equal joint funds purchased a built up property bearing No.--------
-------------------------------------------------------- comprising area ---
-------sq.yds. which was acquired/owned by them vide Sale Deed dated
00/00/20-- registered in the office of S.R. ------------------------------, duly
registered as Document No.----- in Additional Book No.I, Volume No.--------------
on pages -------- to ------ executed by erstwhile owner -----------------------------
S/o ------------------------------ in joint name of Sh.--------------------- Party No.1
of First Part and Sh.--------------------i.e. Second Party, the said property is self
acquired property in the joint name of the Party No.1 of First Part and Second
Party free from all sorts of encumbrances such as sale, mortgage, gift, transfer,
litigation, injunction, court case, stay, family dispute etc. and shall remain in their
joint name as co-owner of the property therefore, as and when both the parties
mutually decided to dispose off said property only then same is to be disposed off
at best market price and sale consideration thereof shall be disbursed equally
between both the Co- owner.

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS

HEREUNDER:

1. That the partnership/pvt. Ltd./individual business of insurance which

was running by the parties heitherto as partner(s) and Direcor(s) or
in individual agency code of second party or his father stand dissolves
with first party and ceased to in operation by party of first part
w.e.f.--------------------- and further parties hereto setteled their
accounts mutually, therefore, now the said business of the
firm/pvt.ltd./individual agency shall be continued only by the second
party for which a total consideration of Rs.30 lakhs (RUPEES THIRTY
LAKHS ONLY) shall be paid by the SECOND party to First party No. 1
 (which shall include respective shares/investment(s) of Party NO. 2
and Party No.3 of first part in the business of insurance for which they
authorise the First Party No.1 of first part to collect and receive in
their behalf) in installments as per payment schedule agreed and
accepted by the parties and annexed with this memorandum of
understanding as ANNEXURE A.

2. That after execution of present Memorandum of Understanding the

first party shall remain no right, title and interest whatsoever in the
said business. Now, the second party shall have overall management
and control of the entire business, henceforth the second party shall
also keep the accounts and shall also operate single handed the bank
accounts of the aforesaid business.
3. That the first party with his / their sweet will without fear ,force and
coercion surrendered his all rights ,interest in said business of the
firm and voluntarily retired/left from the business in lieu of
consideration mentioned hereinabove..

4. That the second party henceforth shall realise all the fruits and
profits of said business of the partnership firm exclusively from the
date of execution of this MOU and the first party shall not demand or
claim any amount from the second party or his nominee(s)/ agent(s)
etc. after this date. He is at liberty to enjoy and utilise the said
business of the partnership firm with its present, past and future
 clientage / customers as sole and exclusive owners thereof in all
manner as he like under the provisions of law.

5.That the first party have not entered into any sort of agreement

with anybody else for the running of the above said business and also

undertake that in future the first party shall not approach and engage

in business/transaction of insurance with the old clientals of Dark

Hors Investment Solution and Dark Hors Insurance

Marketing (P) Ltd. Or individual agency code in the name of

second party and or his father either directly or indirectly.

6. That it has also been mutually decided that the aforesaid business
now exclusively shall be done or carry out by the second party and
the first party shall keep all the business secrets intact and first
party shall not divulge the business secrets of the business to any
third party including the competitors in the line of business or any
employee (s) ,agent (s) etc.of present ,past and future and if it is
proved otherwise, the first party shall be liable to indemnify the
second party to the extent of the loss sustained by him with costs and
expenses etc.
7. That if the first party violate and infringe the terms and conditions laid
down in this MOU, then besides, the second party shall entitled to get
this covenants of MOU enforce /completed through the court of law
under the suit for specific performance of the Agreement/contract at
the cost and expenses of the second party and further free to initiate
civil as well as criminal proceedings against the second party for his
above said illegalities and breach of trust and also free to forfeit the
balance of consideration due and also entitle to claim the damages
double the amount of consideration agreed herein under.
8. That the first party of present MOU shall not use, print and copy, in
whole or in part any document(s) or magnetic media either directly or
indirectly containing any confidential data/ secret/ information of said
partnership business and the first party further undertake to take
same degree of care as usually takes during the course of said
partnership/pvt.co. or individual agency business in order to avoid
unauthorized disclosure or use of data / information (s) for his
personal gain either directly or and indirectly.
9. That All disputes arising between the parties as to the, operation,

or effect of any clause in this deed or any other difference arising the

parties, which cannot be mutually resolved, shall be first referred to

the sole arbitrator appointed by the second party .The decision of

such an arbitrator shall be binding on the parties otherwise, the court

 of Delhi will have exclusive jurisdiction to adjudicate any dispute

arising under or in connection with this MOU/ DEED/AGREEMENT.

10. That the present MOU has been entered into between the parties out
of their own free will and accord, without any pressure, force,
coercion, threat or any undue influence of whatsoever nature and the
parties have put their respective signatures on this Memorandum of
Understanding after fully understanding the contents of the same,
which have been read over and exaplained to them in vernacular
language.

IN WITNESSES WHEREOF, the parties have their respective

signatures/thumb impression on this Memorandum of Understanding on the
day, month and year first mentioned above, in the presence of the
following witnesses:-

Sh.------------------

WITNESSES:- FIRST PARTY No.1

Smt.----------------------
Party No.2 of First Part

Sh. -----------------------
Party No.3 of First Part
Sh. -----------------------
SECOND PARTY