MEMORANDUM OF UNDERSTANDING

ON

XX Project of XX
Between
Royal Orchard (Pvt) Ltd
Plaza # 11, Jinnah Boulevard, Sector A,
Near Gate 1, DHA Phase 1, G.T Road, Islamabad
Tel: 051-111-444-475

(Hereinafter referred to as Orchard (Pvt) Ltd )

And
Inspur Group Co., Ltd.
No. 1036 Langchao Road, Jinan, PR China.
P.C.:250101
Tel: (086)-531-8510; Fax: (086)-531-85106749.

(Hereinafter referred to as INSPUR)

WHERAS
Royal Orchard (Pvt) Ltd and INSPUR have entered into this agreement where
Royal Orchardas a business developer is cooperating with INSPUR in relation to
the project named IT Solution, (hereinafter is referred to as IT Solution)

1. Liabilities of

Parties/Areas of Cooperation

1.1 Royal Orchard shall perform the following obligations

Royal Orchard (Pvt) Ltd will make sure that a framework of cooperation and
partnership is established between its departments and INSPUR and preference

is always given to INSPUR incase of IT Solutions. This Memorandum of

Understanding (MOU) is entered into to guide and develop the relationship
between the INSPUR and Government of Pakistan.
The MOU supports the responsibility local boards have under the Government
(Pakistan Council) Act 2009 to work alongside local organizations, such as
business associations, in order to promote mutual priorities and desired
outcomes. This MOU provides an opportunity for local economic development. It
reflects both parties desire to build close links with the communities they serve
and identify opportunities to work collaboratively.
Recognizing the common interests shared by the parties towards the efficient
use of IT systems and its solutions.
Considering the
The Royal Orchard (Pvt) Ltdgrees to the following principles for the relationship:
True based relationship A partnering relationship built on working the basis
of trust, respect and understanding.
No surprises approach A partnering relationship build on each party
behaving with integrity and in goo faith, with appropriate knowledge and
information sharing.
Open communication A partnering relationship built on each party
discussing issues openly, being open to constructive feedback, and
understanding and respecting each others knowledge, expertise, operating
environment, and capabilities.
Flexible a partnering relationship built on an approach on differences of views
and opinions and being flexible regarding the resolution of any issues, which
may arise.
Royal Orchard (Pvt) Ltd agrees to support INSPUR and its goals where
appropriate and if necessary and possible advocate on their behalf at any level
of government (local, provincial and federal) in order to advance business
outcomes and local economic development.
Royal Orchard (Pvt) Ltd will also do the following:
1. Fulfill all requirements deemed necessary for them as an entity under the
rules and regulations.

2. Represent their members which include employees (business and property

owners) plus associate members.
3. Demonstrate accepted good business practices relating to financial
responsibility, governance and operational practices in the operation of
business association activities.
4. Report to the organization on annual basis.
5. Meet with the IT department of various departments and know their needs
related to IT.
6. Invite appointed representative of the INSPUR and communicate the IT
needs with them.
Bearing in mind that this Memorandum of Understanding is intended to provide
a general framework for cooperation and express the cooperative intent of the
parties.
1.2 Inspur shall perform the following obligations

2. Exclusivity
and INSPUR shall, during the term of this Agreement, negotiate
exclusively with the other in relation to the matters of the Projects
mentioned by this Agreement

3. Confidentiality
This MOU at all times shall be kept strictly confidential by both parties for the
purpose of the project. This information can only be disclosed to a third party
with a written approval or consent from the other party.
If any party leaked out confidential information of the other partys writing
consent, the affected party shall legally apply for compensation caused by
other party.

4. Duration and Termination

This Memorandum of Understanding shall enter into force on the date of its
signing and shall remain in force unless it is revoked by the consent of the
Parties.
Either Party may at any time give written notice to the other Party of its
intention to terminate this Memorandum of Understanding in which case it
shall terminate after such notice has been given in writing.
Termination of this Memorandum of Understanding shall not affect any
ongoing activities initiated under this Memorandum of Understanding but not

yet completed at the time of termination unless otherwise decided between

the Parties.

5. Amendment

This Memorandum of Understanding may be amended by mutual consent of

the Parties. Either Party may request at any time in writing amendment of all
parts of this Memorandum of Understanding. The amendments shall come
into effect as decided by the Parties.

6. Governing Law and Arbitration

All disputes in connection with this Agreement or the execution hereof shall
be settled through friendly negotiations. Should the parties fail to reach such
amicable settlement of disputes, either party may submit such dispute to the
arbitration. Such dispute shall be governed by and construed in accordance
with HONGKONG law and settled through the arbitration at the Hong Kong
International Arbitration Center (HKIAC). The proceeding shall be conducted
in English. The award of the arbitration of the above Arbitration Institute shall
be final and binding on both parties.

7. Entry into Force

This MOU may be signed in duplicate, and each party will hold one, and shall
enter into force and effect on the date (Effective Date) when it is duly
signed by all the Parties.

8. Miscellaneous

If any provision of this MOU is for any reason found invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
will not affect the validity of any remaining portion, which will remain in
effect as if the invalid portion were never a part of this MOU when it was
executed.
For matters not mentioned herein, both parties shall sign supplemental
contract through negotiation. If such supplementary agreement conflict with
this agreement, the provisions of the supplementary agreement shall prevail.

SIGNED for and on behalf of INSPUR

Name:
Title:

SIGNED for and on behalf of

Name:
Title: