PRICE NEGOTIATION MEMORANDUM

This Price Negotiation Memorandum ("Memorandum") is entered into on . The purpose of this Memorandum is to create an audit record evidencing that negotiations were conducted with the vendor, the extent of such negotiations, and that the overall price offered is fair and reasonable.

I. Subject 

Purchase of from 

Whereas

  1. Parties intend to collaborate on a project as set out in this MoU.
  2. 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  (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.

1. Commercial Terms 
1.1 The parties agree to the following commercial terms:
2. Pre-conditions 
2.1 The parties agree that the following conditions shall be satisfied before the parties enter into a detailed legally binding agreement for the Project: 
3. Responsibilities of Party 1
3.1 Party 1 shall be responsible for:
4. Responsibilities of Party 2
4.1 Party 2 shall be responsible for:
5. Mutual Understanding
5.1 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. 
5.2 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.
5.3 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. Term and Termination

6.1 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 . 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.

7. Warranties and Representation

7.1 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. 

8. Confidentiality and Announcements

11.1 A person who is not a party to this MoU shall have no right to enforce any of its terms.


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