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Memorandum Of Agreement

MEMORANDUM OF AGREEMENT

 

This Memorandum of Agreement (the “Agreement” or “MOA”) is effective [DATE],

 

 

BETWEEN: [YOUR COMPANY NAME] (“Party A”), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

[COMPLETE ADDRESS]

 

 

AND: [NAME OF SECOND PARTY] (“Party B”), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

[COMPLETE ADDRESS]

 

 

Collectively, Party A and Party B shall be referred to as the “Parties.”

 

 

WHEREAS, the purpose of this MOA is to establish the terms and conditions under which Party A and Party B will collaborate on a [SPECIFY PROJECT or ACTIVITY] (the “Collaboration”);

 

WHEREAS, the Parties wish to evidence their Agreement in writing.

 

NOW, THEREFORE, the Parties agree as follows:

 

 

PURPOSE

 

 

The

purpose of this MOA is to establish the terms and conditions under which Party A and Party B will collaborate on a [

SPECIFY

PROJECT or ACTIVITY].

 

 

OBJECTIVE

 

 

The objective of the

C

ollaboration is to [

SPECIFY OBJECTIVE

].

 

 

TERM

 

 

The term of this

Agreement

will be [

SPECIFY TIMEFRAME

]

,

effective

from

[DATE], as specified above.

 

 

 

 

RESPONSIBILITIES

OF PARTY A

 

 

[

SPECIFY

RESPONSIBILITIES OF PARTY A]

 

 

RESPONSIBILITIES OF PARTY B

 

 

[

SPECIFY

RESPONSIBILITIES OF PARTY B]

 

 

RELATIONSHIP

 

 

It is understood

by both the

P

arties

that

nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties.

 

 

FUNDING

 

 

Each

P

arty shall be solely responsible for

all

the costs associated with the

C

ollaboration and responsibilities pursuant to this MOA.

 

 

LANGU

A

GE OF THE

AGREEMENT

 

 

The language of the

Agreement

shall be

the

English

l

anguage, which shall be

the

binding and controlling language for all matters relating to the meaning or interpretation of the

Agreement

.

 

CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

 

 

The

P

arties

understand

that some information may be of a confidential and sensitive nature.

The

P

arties

agree

not to discuss or disclose information

associated to

this

Agreement

.

 

 

SEVERABILITY

 

 

If any term, covenant, condition or provision of this

Agreement

is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the

Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this

Agreement

shall in no way be affected, impaired or invalidated as a result.

 

 

REPRESENTATION AND WARRANTIES

 

 

The Parties hereby

represent and warrant that, as of the date hereof and continuing throughout the term of this

Agreement

,

they are

not and will not be in any way restricted or prohibited,

contractually

or otherwise, from entering into this

Agreement

or performing the services contemplated hereunder.

 

 

MODIFICATIONS

 

 

Except where provision for modification is made elsewhere in this

Agreement

,

all articles of this

Agreement

may be modified

through amendments to the

Agreement

.

 

 

NOTICES

 

 

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post,

postage prepaid, to the

Parties

at the addresses contained in this

Agreement

or as the

Parties

may later designate in writing at the

address

es

provided by the

Parties

.

 

 

FORCE MAJEURE

 

 

For purposes of this

s

ection, "force majeure" means an event beyond the control of either

Party

, which by its nature could not have been foreseen by such

P

arty

, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

 

N

either

P

arty

shall be under any liability for failure to fulfill any obligation under this

Agreement

, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

,

provided that such

P

arty

shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

 

 

TERMINATION

 

 

The present

Agreement

shall be automatically terminated at the expiration of the period

of

the present

Agreement

unless the

Agreement

is renewed at the end of the mentioned term.

 

However, both the

Parties

shall have the right to terminate the present

Agreement

by providing each other with a prior written notice of 30 days.

 

 

GOVERNING LAW AND JURISDICTION

 

 

This

Agreement

shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

 

The

Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this

Agreement

or any arbitration award or decision arising from this

Agreement

.

 

 

MEDIATION AND ARBITRATION

 

 

In the event a dispute arises out of or in connection with this

Agreement

, the

Parties

shall attempt to resolve the dispute through friendly consultation.

 

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

,

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

.

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

 

 

INDEMNIFICATION

 

 

Parties

shall be indemnified and held harmless by

the

other

P

arty

from and against any and all claims of any nature, wh

atsoever, arising out of

the

other

Party

's

performance.

 

A

Party

shall not be entitled to indemnification under this section for liability arising out of gross negligence or

wilful

misconduct of the

Party

or the breach by the

Party

of any provisions of this

Agreement

.

 

 

ENTIRE AGREEMENT

 

 

This

Agreement

contains the entir

e

Agreement

between the

Parties

. All negotiations and understandings have been included in this

Agreement

. Statements or representations which m

ay have been made by any

P

arty

to this

Agreement

in the negotiation stages of this

Agreement

may in some way be inconsistent with this final written

Agreement

. All such statements are declared to be of no value in this

Agreement

. Only the written terms of this

Agreement

shall bind the

Parties

.

 

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

 

 

PARTY A PARTY B

Authorized Signature Authorized Signature

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