MEMORANDUM OF UNDERSTANDING

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

on this day of 18th June, 2017,

BETWEEN

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

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

(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 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 their
respective individual capacity, and Party No. 1 of first part and Second
party individually obtained 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, both the parties have mutually decided to continuing of

said business under the same name and style by the second party and in

consideration thereof the second party 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 individual business or as disclosed to him during the

course of said partnership 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 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.

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 business of insurance which was running by

the parties heitherto as partner(s) and Direcor(s) of the firm / Private
limited company was in name only as moonshine and or business in
individual agency code in the name of the second party and or his
father s name which was stand dissolved on ------------------- and
ceased to in operation by party of first part to carry w.e.f.------------
--------- and further parties hereto setteled their accounts mutually,
therefore, now the said business of the firm/private limited and
individual agency code either in the name of second party or in his
father namely Sh. Mukat Lal Sharma shall be remained to continue
only by the second party and that business of his father for which a
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 of Party NO. 2 and Party No.3 for which they
authorise the First Party No.1) 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 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
any body else for the running of the abovesaid business and also
undertake that in future not to enter in the the said business of the
firm with any other else either directly or indirectly.

6. That it has also been mutually decided that the aforesaid business now
exclusively shall be done by the second party and the first party shall
keep all the business secrets intact and he 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 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.
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 business in order to avoid unauthorized disclosure or use
of data / information (s) for his personal gain either directly or and
indirectly.
9. 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