Hi Chegg tutors, I could really use some help with this Contract Drafting assign
ID: 348912 • Letter: H
Question
Hi Chegg tutors, I could really use some help with this Contract Drafting assignment for my Business Law class.
‘’Write a contract using the information gained from previous chapters on contracts. You are asked to draft a personal contract to me(Professor) using an orange as the subject of the document (ex. Orange Julius Car Wash Service, Orange Record Label, Orange Mirror Company..). The template and information contained in the attached document has provisions that can be incorporated into your contract. No formal or pre-printed contract will be accepted.’’
Explanation / Answer
DRAFT AGREEMENT
This AGREEMENT is made and executed on this ---- day of ---------, -----. BY AND BETWEEN
M/s Orange Systems Ltd., (PAN AAAAA0000A) a company, duly incorporated under the Indian Companies Act, 1956, having its Registered Office at: ABC, XYX Extension, Punjabi Bagh, New Delhi, INDIA, through its Authorized Signatory Mr ABC Singh, duly authorized, (hereinafter referred to as the “Orange Systems/First Party”, which expression unless repugnant to the context shall mean and include its successors, administrators, nominees, attorneys, representatives and assignees etc.).
AND
Mr. XYZ (PAN AAAAA01000R), a company duly incorporated under the Companies Act, 1956, having its Residence at : LB-0000, YZ Vihar Ph-5, Delhi-110091, (hereinafter referred to as the “Mr XYZ/Second Party”).
The First Party and the Second Party hereinafter individually be referred to as “Party” and collectively as the “Parties”.
WHEREAS The First Party, represented and warranted that it has vast knowledge and experience in dealing in solar projects and has executed many projects exceeding 100 MW of aggregated value with various organizations throughout India.
AND WHEREAS the Second Party is in Solar Business Entrepreneur is interested to be associated with the First Party for execution / installation of Solar Projects in various parts of India.
AND WHEREAS it has mutually agreed between the parties hereto that the First Party shall bring projects for the Second Party and the First Party has agreed to assist the Second Party in getting the project, on the following terms and conditions: -
NOW, THEREFORE, THIS AGREEMENT IS WITNESSETH AS UNDER:-
The XYZ will defend, indemnify, and hold harmless the Orange Systems, and it’s officers, directors, shareholders, successors, and assigns, from and against all losses, liabilities, and costs including, without limitation, reasonable attorneys’ fees, expenses, penalties, judgments, claims and demands of every kind by reason of the breach of terms and conditions this agreement or failure to perform its obligations under this Agreement.
“XYZ shall, as may be relevant, apply for and obtain, at their own costs, all licenses, permits, consents, and authorization required by the laws in force from time to time in order to perform under this Agreement.
The XYZ hereby acknowledges being responsible for full compliance with the above licenses, permits, consents and/or authorizations. Non-compliance with this obligation shall be a termination event in favour of Orange Systems.
The XYZ hereby undertakes to observe and comply with all laws, orders, rules, regulations and other legal requirements obligations as also notifications I force from time to time.
FORCE MAJEURE:
Neither “ORANGE SYSTEMS” nor the XYZ shall be liable for any inability to fulfill their commitments hereunder occasioned in the whole or, or in part, by force majeure, including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, act, or regulation, or restriction of Government, inability to secure Government authorization or approval, or any other cause beyond their reasonable control. Such force majeure occurrence shall be notified to the other party in writing immediately
Dispute Resolution: In the event of any controversy or claim relating to arising out of or in any way connected to this AGREEMENT, the parties shall seek their differences amicably between themselves including entering into non-binding mediation. Any unresolved dispute shall be finally resolved by final and binding arbitration in accordance with this provision. Whenever, a party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other party. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of 30 (thirty) days following such notice to allow the Parties to attempt to resolve the dispute between them. If the Parties are still unable to resolve the dispute, the party giving notice may institute the arbitration proceedings under the Arbitration and Conciliation Act, 1996. XYZ Pvt Ltd. hereby agrees and declares that the arbitration shall be conducted by an Arbitrator appointed by mutual consent by Orange Systems and XYZ Instruments. The award passed by the Arbitrator shall be final and binding on both the parties.
Arbitration shall be held in New Delhi only and language of the Arbitration shall be in English. The arbitration shall be conducted by an arbitrator appointed mutually by Orange Systems and XYZ Instruments as per the provision of the Arbitration and Conciliation Act, 1996. Fee of the Arbitration proceeding shall be borne by both parties equally.
This agreement may be signed in one or more counterparts and parties hereto agree that scanned copies of this agreement and all other documents relevant to this agreement through electronic mail or facsimile copies of this agreement and all other documents shall be considered as legal original and signatures thereon shall be legal and binding.
IN WITNESS, WHEREOF the parties herein have duly executed the agreement on the day and year as above mentioned.
FIRST PARTY SECOND PARTY
M/s Orange Systems Ltd XYZ
WITNESSES: