Memorandum of understanding

THIS MEMORANDUM OF UNDERSTANDING (HEREINAFTER referred as MOU ).is Made

on this ........... day of................. 2014 by and
BETWEEN
Taameer Investment Company SAOC a closed joint stock company registered in the Sultanate of
Oman with company registration number 1818627 whose registered office is at P.O. Box 1244,
Postal Code 130, Muscat, Sultanate of Oman (Hereinafter referred to as ( FIRST PARTY or
DEVELOPER)
And
Mr -----------------residing at............................. (Hereinafter referred to as SECOND PARTY or
THE OWNER)
(Each may be referred to as a Party and together the Parties).
PREAMBLE
WHEREAS the First Party is the Investment company in Oman and has vast experience in real
Estate investment and developments at Sultanate of Oman.
AND WHEREAS the SECOND PARTY IS sole and absolute owner of the land bearing address
measuring an extend of Sq m ----------------------- (Herein after referred as LAND OR PROPERTY)
and more fully described in Schedule A hereunder.
Whereas both parties are proposing to form a new company ("Joint Venture") for the purposes of a
development of the LAND through the Investment made by the First Party ( hereinafter referred as
Project ) and have decided to enter into an MOU with the agreed terms and conditions
Whereas this memorandum of understanding sets out the proposed terms of the Joint Venture and
conditions for implementation of the project Project . It is not intended to be legally binding except
as specifically set out below.
1. BUSINESS OF THE JVC
1. The parties shallhave decided to enter into the Joint Venture Company at Sultanate of
Oman to develop the land owned by the Second party through the investment of the
First Party hereinafter referred as JVC Project or PROJECT
2. STRUCTURE

2.1 It is proposed that the Joint Venture will be a limited liability companyCompany will
and shall be formed according to the Commercial Company law incorporated in
Sultanate of Oman between the parties subject the completion of the conditions
referred in Clause: 4.
2.2 On completion of the conditions, the Joint Venture Agreement shall be entered
between the parties and for the proposed projects based on the principles
reflected in this MOU which includes:
The share capital of the company and proportionate share of the shareholders
provisions protecting the mutual expectations of the Parties with respect to
stability in the shareholding (preemption rights and rights of first refusal in
case a Party wishes to sell, and holding periods),
Provisions on exit and deadlock.
2.4 Upon signing of the Joint Venture Agreement First party will take care of the
establishment of the Company through MOCI (Ministry of Commerce and
Industry)
3. Contribution and Finance to the PROJECT
3.1 As consideration for the investment in the JVC, Project, by Second party, Second
party shall transfer the Land in the name of the JVC subject to the conditions referred in
3.3 and 3.4
3.2 As consideration for the Investments in the JVC PROJECT by First party, First
party shall invest the Proposed Investment in cash or kind for the development of the
project subject to the condition laid down in 3.5
3.3 On signing of this memorandum of understanding, the parties intend to appoint
THREE WELL KNOWN VALUERS] ("Valuer") to conduct an independent valuation of
the land,
3.4 The Least value quoted by the Valuer among the three, will be taken into
consideration by both parties for the evaluation of the land ( hereinafter referred as
Land Value) .Accordingly , land utilized for the project will be evaluated by its
extension value and will be considered as the shares of the first party in each Projects
3.5 On unanimous acceptance of the land value, Best Use study will be conducted by the
experts appointed by the First party

3.6 On completion, and satisfaction of the Best Use Study of the land, First party shall
appoint Architect for the Feasibility study for the Development of Land and will
determine the proposed investment required for each project
3.7 The proposed investment has to arranged by its own Source or through banks by the
First party and it will be considered as its investment as stated in Clause 3.2
3.8 The definitive agreements for the Joint Venture will provide that, if either party gives
inaccurate or misleading information to the Valuer in connection with the valuation
referred to in clause 3.3 , or withholds information that could have a material impact on
the valuation, it will compensate the other party on an indemnity basis for any difference
between the original valuation and a revised valuation as determined by the Valuer (as if
made at the same time as the original valuation but based on correct information)..
4. CONDITIONS AND APPROVALS
The proposed Joint Venture will be conditional on:
(a) Both parties accepting the valuation referred to in Clause 3.3 and
(b) Both parties accepting the proposed investment referred in Clause 3.6
c) Subject to the clause 4(a) and 4 (b) , and on assurance of the First party to the Second
party about its investment in the project either by way of Guarantee or through
Security ,Second party and the proposed JVC will execute Sale agreements relating to
the sale of land to the JVC which will incorporate warranties and indemnities and other
terms negotiated between the parties.
5. Terms agreed between the parties
5.1 JVC PROJECT objectives and Cooperation between the parties
5.1.a) Parties will carry out the project according to the accepted feasibility study as
referred in Clause 3.6
5.1. b) The project can be implemented either by Single Phase Method or by Dual Phase
Method and the First party shall have sole authority to decide about the project
implementation
5.1 c) In Dual Phase Method, the extension of land and its value for each Phase shall
considered as Investment of the Second Party towards the project and the profits and
loss will be shared according to the investment made in the Phase. However, Second
Party shall allow the use of all land extensions for development and preparation of the
Dual Phased development so as not to hinder future development of the second phase.

5.1d) The profits and loss of the parties will be distributed based on their Investment
made in the project
5.2 Both parties agrees that First Party shall act as Developer with the following
conditions
5.2.a First party in capacity as shareholders and investor, shall also act as developer of
the land and proposed JVC shall enter Development agreement with the First party in
order to develop the land
5.2.b First party shall perform all the obligations of the developer in the Project and in
consideration of the services rendered as developer; the first party shall be remunerated
as per the development agreement by the JVC
5.2.c Developer shall be responsible for the complete structural designing and drawing,
and implementation of the soundness of Architectural, electrical, plumbing sanitary
drawing and designs . The project design and development of Land shall be according to
the First party discretion and Second party shall have no right to interfere with the
proposed development of the land
6 MOU Term & Termination
This MOU shall be deemed to have come into effect on the Effective Date and shall
remain in effect till the party enter in to Joint Venture Agreement between the parties
and If the condition precedent referred in Clause :4 not fulfilled then both the parties
can terminate this MOU immediately by issuing written notice without claiming any
liability on each others.
7 COST
7.1 The fees of the Valuer appointed under Clause 3.3 shall be borne equally by the parties.
7.2 The Expert fees relating to the preparation of best use Study shall be borne equally
by the First partyboth the parties
7.3 Subject to clause 7.1 and Clause 7.2, each party shall be responsible for its own costs
14.5 Each party may end negotiations in relation to the proposed Joint Venture without
having to give any reason for doing so or incurring any liability to the other party.
8 General Terms and conditions:

8.1 No parties is liable to claim any damages or compensation for the loss or any type
of consequential or indirect loss arise out of this MOU.
8.2 All written and oral information communicated to either party by the other,
whether before or after the Effective Date, shall be held in strict confidence and
used only for purposes of this MOU. No such information, including the
provisions of this MOU, shall be disclosed by the recipient without the prior
written consent of the other party, except as required by law. If either party is
required to disclose any confidential information of the other party, the party so
required shall notify the other party immediately and shall cooperate in seeking a
reasonable protective order.
8.3 Both parties agree upon the need for confidentiality and shall not disclose or
divulge to any person, including the press, not connected with the project, any
material or information, without the prior consent of the other party, except as
may be required by law
8.4 This MOU shall be governed by the laws of Sultanate of Oman and if any disputes
arises between the parties, then it can be resolved through Arbitration according
to the law of Sultanate of Oman and if disputes did not settle through arbitration
, then parties shall determine through court of law at Sultanate of Oman
8.5 This MOU may amend by written agreement between the parties hereto.
8.6 Either party cannot terminate this MOU subject to the conditions referred in
Clause :6
8.7 No modifications, changes, alterations, rewriting to this MOU shall be done
without the written consent of both parties.
8.8 This MOU is executed in two counterparts, each of which when executed and
delivered shall be an original but all the counterparts together shall constitute one
and the same instrument.
IN WITNESSES WHEREOF, the parties have caused this MOU to be executed in
duplicate original in their respective names by their dully authorized representatives, as
of the date and year first above written.
For and on behalf of
FIRST PARTY

For and on behalf of

SECOND PARTY

Mr. ________________________________________

Mr. ________________________________________

Designation: ______________________________

Designation: ______________________________

Signature: _________________________________

Signature: _________________________________

Date: ______/______/2014

Date: ______/______/2014

Witnesses :
1. Name: ___________________________________

2. Name: ___________________________________

Signature: _______________________________

Signature: _______________________________

Date: ______/______/2014

Date: ______/______/2014