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This memorandum of Understanding is entered into by and between Fragrance & Flavour Development Centre, Kannauj an UNDP assisted autonomous body under the Ministry of MSME, Govt. of India, hereinafter referred to as FFDC, represented by its Principal Director, Gorakh Prasad.

AND

M/s _________________________________, a Company registered under the Company's Act 1956, having its registered office at _____________________ _____________, hereinafter referred to as the Company, represented by its _________, ________________________.

WHEREAS

• FFDC has expertise in the field of plantation of aromatic and medicinal plants and post harvest technology, extraction, fractionation of essential oils, value added products, fragrance / flavour creation, evaluation and application of fragrance / flavours and providing market information. FFDC has been set up by the Govt. of India with a view to modernize and upgrade the technological status of essential oils and perfumery industry including agro-technology for aromatic / medicinal plants with research & development back-up of a most sophisticated NABL accredited quality assessment laboratory.
• The Company has been incorporated primarily with the objective of carrying out marketing of products and inputs of various SSI and allied units.
• The Company has taken interest in entering into this field of marketing of various essential oils, allied products as well as rectified, blended and value added products and has approached FFDC for technical assistance and support services.
• FFDC, being essentially an R&D institution, is not involved directly in commercial activities, but it appreciates the fact that commercial success is the ultimate testing ground for evaluating the contribution of such research to the industry and, as such has welcomed the proposal of the company in this regard.
• Both the parties, therefore, thought it expedient to establish a long term working relationship and considered it appropriate to formalize the modalities of such a relationship by way of a Memorandum of Understanding.

NOW, THIS MEMORANDUM OF UNDERSTANDING WITNESSES AS FOLLOWS:

1. The company would try to develop suitable product ranges based on their understanding of the market demand and in accordance with their own marketing plans and strategies from time to time. It would strive to develop its own brands through rectification and/or blending of various basic oils. FFDC would help in developing such oils initially and provide quality control support on a continuous basis so as to maintain consistency in quality in time to come.
2. The company would like to get few of its key personnel trained in various aspects of the industry and FFDC would provide/organize such training. FFDC will also allow few representatives of the company to avail the library facilities of the centre.
3. When the company generates order for supplies of its products, it proposes to avail the services of FFDC and FFDC has agreed to provide its services in the following manner:
   • FFDC will arrange for raw materials from its own sources, produce and supply the oils / products to the company on cost plus basis. The company shall deposit advance or arrange for bank guarantee or irrevocable letter of credit against this supplies.
   • The company would arrange its raw material and supply to FFDC and FFDC would convert it into finished product on job work basis for reasonable charges which can be discussed and decided between the two parties from time to time.
4. If the company so desires, FFDC will allow the company to use their name as technical collaborators on payment of a pre-negotiated license fee for each product / group of products. The license fee may be either a one time payment or a royalty on sales to be decided mutually from time to time.
5. FFDC will issue test certificate with regard to the quality of the products manufactured in the premises on the pattern being issued to other customer / parties.
6. FFDC will carry out technical analysis of samples brought in by the company from overseas markets if and when necessary, for the purpose of understanding of purchaser's choice and for development of the company's own products.
7. The company is also keen to develop some Neem based value added products and FFDC would provide necessary support and assistance in this regard.
8. The company intends to finalize a business plan after training of its key personnel and FFDC will help and support the endeavour of the company from the technical side.
9. FFDC will share with the company, the technical knowledge pertaining to the products developed for the company so as to enable the company to prepare suitable technical literature as also to enable them to carry out quality adjustment to suit the requirements of the market. This service will be provided on a reasonably estimated cost basis.
10. The company has made a payment of Rs.10,000/- to FFDC as the singing amount of MOU. FFDC has agreed to extend their services in all the areas, mentioned herein-above on payment of normal service charges. Concession in such charges may be considered from time to time at the discretion of FFDC.
11. This MOU is of a non-exclusive nature and FFDC reserves their inherent right to enter into similar MOU's with other interested organizations also.
12. This MOU will be valid for a period of three years from the date of signing and can be extended thereafter, with or without modification, with the consent of both the parties.
13. FFDC will also provide assistance by way of preparation / evaluation of techno-economic feasibility report to strengthen the company's endeavour to raise bank / institutional finance as and when necessary.

This memorandum of Understanding is signed by the concerned parties at Kannauj, U.P. on _______________ day of _____________, year _____.