MEMORANDUM OF UNDERSTANDING

(For the specified crop by iKheti Offtake & Market Collaboration)

This Memorandum of Understanding (“MoU”) is entered into on this ___ day of _________ 20___ (“Effective Date”),

BY AND BETWEEN

iKheti™ / iKheti.in, an agriculture initiative in India
(hereinafter referred to as “iKheti”, which expression shall, unless repugnant to the context, include its successors and permitted assigns),

AND

[______________●____], a company/firm incorporated under the laws of [______________●____], having its registered office at [_______________●_____],
(hereinafter referred to as “Offtake Partner”, which expression shall, unless repugnant to the context, include its successors and permitted assigns).

iKheti and Offtake Partner are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

1. Background and Intent

1.1 PURPOSE: The Parties intend to establish a long-term strategic partnership for the offtake, aggregation, processing, and marketing of ‘the specified crop’ produce grown by farmers under iKheti’s program, thereby building farmer confidence, ensuring stable income, and creating a reliable supply chain for premium domestic and international markets.

1.2 iKheti is building a cluster‑based farmer collaboration platform focused initially on commercial ‘the specified crop’ cultivation and allied value chains, working with small and medium farmers under a structured Agricultural Collaboration and Revenue Sharing framework.

1.3 Offtake Partner is engaged in the business of procurement, processing, trading and/or export of ‘the specified crop’ and related agro‑products and is interested in developing reliable, quality‑oriented sourcing relationships from organised farmer clusters in India.

1.4 Both Parties recognise the immense potential of ‘the specified crop’ as a high-demand, climate-resilient, nutraceutical crop and wish to collaborate to create a reliable, transparent, and scalable value chain that assures farmers of fair and timely realisation while providing the Exporter / Trader with consistent supply of quality produce.

1.5 The Parties wish to record their non‑binding understanding to explore and develop a structured collaboration for sourcing and sale of ‘the specified crop’ whereas the current ‘the specified crop’ is moringa‑based produce (including leaves, pods, seeds and/or derivatives) aggregated by iKheti from its farmer network.

2. Nature of this MoU

2.1 This MoU records the broad framework of cooperation and intent between the Parties and is not a sale‑purchase contract.

2.2 Except for Clauses 7 (Confidentiality), 9 (Governing Law & Dispute Resolution) and 10 (Miscellaneous) which may be treated as legally binding, the remaining provisions of this MoU are expressions of present intent only and shall be further detailed in specific commercial contracts / purchase orders (“Definitive Agreements”).

2.3 Nothing in this MoU shall be construed as:

• A guarantee by iKheti to supply any minimum quantity; or

• A guarantee by Offtake Partner to purchase any minimum quantity or at any fixed price.

All actual transactions shall be governed by the respective Definitive Agreements.

3. Scope of Collaboration

Subject to mutual agreement from time to time, the Parties intend to:

3.1 ‘the specified crop’ Offtake Exploration
Collaborate for potential sourcing by Offtake Partner of moringa produce (leaves, pods, seeds and/or processed products) aggregated by iKheti from its enrolled farmer clusters in India, initially focusing on [Rajasthan / Madhya Pradesh / Gujarat] and such other regions as may be mutually agreed.

3.2 Indicative Volume Planning
Discuss and periodically review indicative annual and seasonal volume ranges (non‑binding) for different moringa product categories, to enable farmers’ crop planning and capacity building.

3.3 Quality & Specification Alignment
Share and align on product specifications (moisture, size, colour, foreign matter, pesticide residue, packaging standards, certifications, etc.) so that iKheti can guide its farmers and collection centres to meet Offtake Partner’s technical requirements.

3.4 Commercial Principles
Agree broad commercial principles (e.g., pricing benchmarks, payment timelines, Incoterms, logistics responsibilities) to be reflected in the Definitive Agreements for specific consignments.

3.5 Traceability & Sustainability
Where commercially viable, build traceable supply chains and explore sustainability or certification pathways (for example, organic, fair‑trade, or other schemes), recognising the brand value for both Parties and the farmers.

4. Roles and Responsibilities

4.1 iKheti

Subject to feasibility and internal policies, iKheti shall endeavour to:

(a) Farmer Network & Aggregation
Mobilise, train and support farmer clusters for commercial ‘the specified crop’ cultivation; aggregate produce at designated collection points.

(b) Primary Quality & Documentation
Implement primary grading, sorting and basic quality checks at field / cluster level, and maintain relevant records (farmers’ details, origin, field practices, basic quality parameters), to the extent reasonably possible.

(c) Information Sharing
Share, on a need‑to‑know basis, non‑personal, non‑sensitive information relating to production volumes, harvest windows, and preliminary quality data to assist Offtake Partner’s planning.

(d) Facilitation of Sales
Facilitate discussions for specific consignments between Offtake Partner and iKheti (or such legal entities as may be designated for trading) and coordinate logistics and documentation as agreed in the Definitive Agreements.

4.2 Offtake Partner

Subject to its internal policies and market conditions, Offtake Partner shall endeavour to:

(a) Specification & Market Intelligence
Provide clear product specifications, packaging requirements and periodic market feedback to iKheti so that farmers can align cultivation and post‑harvest practices.

(b) Offtake Discussions
In good faith, consider and evaluate ‘the specified crop’ lots offered by or through iKheti that meet agreed specifications, and where commercially acceptable, issue purchase orders / contracts specifying quantity, price, quality grade, delivery terms and payment terms.

(c) Timely Payments
Make payments for accepted consignments in accordance with the timelines and mechanisms set out in the relevant Definitive Agreements.

(d) Joint Market Development
Where mutually beneficial, explore co‑branding, new product development, or market development initiatives leveraging the iKheti farmer network and Offtake Partner’s market access.

5. Pricing and Commercial Mechanism

5.1 All transactions under this MoU shall be carried out strictly on a commercial basis, with pricing to be agreed shipment‑wise or period‑wise in the Definitive Agreements.

5.2 In general, Parties intend that prices be determined with reference to:

• Prevailing domestic / export market prices for comparable ‘the specified crop’ products;

• Quality parameters of the specific consignment; and

• Any agreed indices or benchmarks, if applicable.

5.3 iKheti’s internal revenue‑sharing arrangements with its farmers are governed by its separate Agricultural Collaboration and Revenue Sharing Agreement with farmers and are not part of this MoU. Offtake Partner shall settle dues with the contracted counterparty as per each Definitive Agreement.

6. Public Communication and Branding

6.1 With mutual consent, the Parties may publicly announce this MoU in appropriate forums (industry events, farmer meetings, digital platforms) as a step towards building organised ‘the specified crop’ value‑chains from Indian farmers.

6.2 Subject to prior written approval:

• Offtake Partner may refer to iKheti as a sourcing collaborator / cluster partner; and

• iKheti may refer to Offtake Partner as a preferred market collaboration partner for ‘the specified crop’ in farmer communications and presentations.

6.3 Neither Party shall create the impression of exclusive or guaranteed offtake unless a specific written agreement to that effect is signed separately.

7. Confidentiality

7.1 Each Party shall treat as confidential all non‑public information received from the other Party under this MoU (including pricing, proprietary processes, buyer lists, supplier lists, and farmer data) and shall not disclose the same to any third party except:

• With prior written consent of the other Party; or

• As required under law or by any competent authority.

7.2 Farmer‑level data, farm GPS and similar operational information collected by iKheti shall remain subject to iKheti’s internal data governance policies and any legal obligations under Indian law.

8. Non‑Exclusivity

8.1 This MoU is non‑exclusive. Both Parties remain free to:

• Enter into similar collaborations with other buyers, traders, or aggregators; and

• Source or sell ‘the specified crop’ and other products from / to other parties,

unless otherwise agreed in a separate written agreement for a specific product, geography or period.

9. Governing Law and Dispute Resolution

9.1 This MoU shall be governed by and construed in accordance with the laws of India.

9.2 The Parties shall first attempt to resolve any disputes arising out of or in connection with this MoU through good‑faith negotiations within 30 (thirty) days of written notice of the dispute.

9.3 If the dispute is not resolved through negotiation, the Parties may, by mutual consent, refer such dispute to conciliation and/or arbitration in accordance with the Arbitration and Conciliation Act, 1996, with the seat of arbitration at Chittaurgarh, Rajasthan, or such other place as may be mutually agreed.

9.4 Subject to the above, the courts at Chittaurgarh, Rajasthan shall have jurisdiction.

10. Term and Miscellaneous

10.1 Term: This MoU shall remain valid for a period of three (3) years from the Effective Date, unless terminated earlier by either Party upon 60 (sixty) days’ prior written notice.

10.2 No Partnership / Agency: Nothing in this MoU shall be construed as creating a partnership, joint venture, legal agency or employer‑employee relationship between the Parties.

10.3 No Assignment: Neither Party shall assign its rights or obligations under this MoU without the prior written consent of the other Party.

10.4 Amendments: Any amendment or modification to this MoU shall be valid only if made in writing and signed by both Parties.

10.5 Counterparts: This MoU may be executed in counterparts (including electronic / scanned copies), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Understanding on the day and year first above written.

For iKheti™ / iKheti.in
Name: __________________________
Designation: ____________________
Signature: ______________________
Date: ___________________________
Place: __________________________

For [Offtake Partner]
Name: __________________________
Designation: ____________________
Signature: ______________________
Date: ___________________________
Place: __________________________