This Memorandum of Understanding ("MoU") is entered into on 05 January 2025
Between
(1) PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE ("Party 1")
(2) PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE ("Party 2")
Whereas
- Parties intend to collaborate on a project as set out in this MoU.
- The parties wish to set out the principal terms and conditions relating to the proposed project.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Purpose
1.1 The purpose of this MOU is to establish the terms and conditions relating to the project wherein DESCRIPTION (the "Project").
1.2 Each party will endeavour in good faith to agree on the detailed terms of the Project, on the basis of the principles set out in this MoU, and to take all necessary other actions to conclude the final agreement.
1.3 The provisions of this MOU are intended only to assist the parties in determining and performing their obligations under this MOU.
2. Commercial Terms 1.1 The parties agree to the following commercial terms:
COMMERCIAL_TERMS
3. Pre-conditions
3.1 The parties agree that the following conditions shall be satisfied before the parties enter into a detailed legally binding agreement for the Project:
PRE_CONDITIONS
4. Co-operation
4.1 Party 1 and Party 2 will cooperate with each other in connection with the Project, including promptly responding to e-mail, text, and other communications from one another, and working in good faith to identify and resolve problems.
5. Responsibilities of Party 1 and Party 2
5.1 Party 1 and Party 2 will each have sole responsibility for the planning, management, and implementation of its own activities relating to Project execution, including, without limitation, selecting and overseeing employees and volunteers
5.2 Party 1 shall be responsible for:
RESPONSIBILITIES_PARTY1
5.3 Party 2 shall be responsible for:
RESPONSIBILITIES_PARTY2
6. Mutual Understanding
6.1 The rights, duties and obligations contained in this MOU shall operate only between the parties to this MOU, and shall inure solely to the benefit of the parties to this MOU.
6.2 This MOU in no way restricts the ability of either party to enter into any agreement with any other third party in relation to either the proposed Project or any other proposed project of a similar nature.
6.3 This MoU represents the good faith intentions of the parties to proceed with the Project but is not legally binding and creates no legal obligations on either party other than those contained under Confidentiality and Governing Law. The Project will only proceed if and when definitive legally binding transaction documents containing the terms of the Project are agreed to and executed by the parties (or their nominees).
6.4 The arrangements contemplated by this MOU do not create a partnership, joint venture, fiduciary, or similar relationship for any purpose. Any use of the term “partner” or comparable term in any communication is solely for convenience.
7. Promotion and Materials
7.1 Name and Logo Use: Party 1 and Party 2 may use the other’s name and logo for purposes of promoting the Project on their websites, marketing materials, social media platforms, and other outreach materials.
7.2 Project Materials: Party 1 and Party 2 may each provide or prepare educational materials, presentations, and other documents for participants or others in connection with the Project ("Materials"). Party 1 and Party 2 each will continue to own all right, title, and interest in its own Materials. Each of Party 1 and Party 2 may use the other’s Materials for the sole purpose of carrying out the Project.
7.3 Media Releases: Unless otherwise provided in the Project plan, Party 1 and Party 2 may film, record, photograph, interview, or otherwise document Project activities, and use such media as the party may determine, so long as the party using such media obtains appropriate consents in a form acceptable to the other party.
8. Cancellation
8.1 Party 1 and Party 2 may each cancel the Project by providing written notice to the other as promptly as possible and no later than 5 days before the Project is scheduled to begin.
8.2 Upon cancellation, Party 1 and Party 2 will promptly cease promotional activities, including use of the other’s name and logo, and reasonably cooperate in fulfilling any obligations to third parties.
9. Liability
9.1 Party 1 and Party 2 will each defend, indemnify, and hold harmless the other, to the fullest extent under law, from and against all third-party claims, liabilities, losses, damages, and expenses, resulting from: (a) the indemnifying party’s breach of this MOU; or (b) any claims by any third parties arising from the actions of or interactions between the indemnifying party and such persons.
9.2 Neither Party 1 nor Party 2 will be liable to the other for any failure or delay in performance due to any natural disaster, government action, health threat, civil unrest, prolonged power or internet service failure, or other similar event beyond the party’s reasonable control. Should such an event occur, the affected party will promptly notify the other party. Party 1 nor Party 2 will stay in close communication, including exploring alternatives such as rescheduling the Project.
10. Term and Termination
10.1 This MOU is effective upon the day and date last signed and executed by the duly authorised representatives of the parties to this MOU and the governing bodies of the parties’ respective counties or municipalities and shall remain in full force and effect for not longer than DATE. This MOU may be terminated, without cause, by either party upon 30 days' written notice, which notice shall be delivered by hand or by certified mail to the address listed below.
11. Warranties and Representation
11.1 Each party represents and warrants to the other parties that it has full authority, power and capacity to enter into and carry out its obligations under this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organisation, business or any law or governmental regulation.
15.1 A person who is not a party to this MoU shall have no right to enforce any of its terms. ........................................