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Memorandum of Understanding

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Indicate if the parties intend to be bound by this document. Ordinarily, a memorandum of understanding is not binding either because it does not have the elements of contract (offer, acceptance, intention to create legal relation, consideration) as the parties are still at the negotiation stage and have not agreed on certain terms and/or parties intend that the memorandum is not binding until a formal contract is drawn up. Sometimes, a MOU can be binding and this occurs where memorandum has all the elements of contract and where it is not subject to a final contract, in other words the memorandum of understanding represents the formal contract of the parties and is not merely a representation of intention.

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MEMORANDUM OF UNDERSTANDING

(Non-binding)

This Memorandum of Understanding (hereinafter referred to as "MOU") is made on ________.

BETWEEN

________, of the following address:

________

AND

________, of the following address:

________

WHEREAS

a. Both Parties are interested in working together in connection with the Purpose as described in this Agreement.

b. In pursuant of this agreement, the parties have agreed to carry out their obligations subject to the terms and conditions of this Memorandum of Understanding.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. PROJECT AND PURPOSE

a. The Parties intend to work together on the following project: ________ (the "Project").

b. The purpose of this MOU is as follows:

________

2. DURATION OF THE AGREEMENT

a. This Project shall commence on ________.

b. This MOU will remain in effect until a final agreement is drawn or until terminated by either of the Parties.

3. NON BINDING AGREEMENT

a. The Parties hereby acknowledge this MOU in principle and is not intended to be legally binding.

b. This MOU does not constitute any formal obligation on behalf of either of the Parties as the terms of this MOU is expressly "subject to contract" until a final written contract has been executed by the Parties.

4. GENERAL OBLIGATION OF PARTIES

Notwithstanding the non-binding nature of this MOU, the Parties agree to do as follows:

a. act in utmost good faith, using their best endeavors to ensure the performance of their obligation;

b. do all such things that are ancillary or incidental to their obligations, duties, responsibilities as specified in this Agreement and which is deemed necessary for the effective completion of the Project.


5. OBLIGATIONS/ ROLES OF THE PARTIES

a. In relation to this Project, ________ shall have the following obligations:

________

b. In relation to this Project, ________ shall have the following obligations:

________

6. CONFIDENTIALITY OBLIGATIONS

a. The Parties acknowledge that in connection with this MOU, they may have access to confidential information and materials, in which case, either of the Parties may be the receiving and disclosing Party.

b. The Parties hereby undertake to do the following:

(I) to keep the confidential information secret at all times;

(II) not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior consent of the other Party;

(III) not to use the confidential information in whole or in part for any purpose except for the purpose stated in this MOU;

(IV) to take proper and reasonable measures to ensure the confidentiality of the confidential information.

c. The Parties agree to use the confidential information solely for the purpose for which the information was provided. Except as provided herein, no Party shall at any time, during or after executing the purpose of this MOU do as follows:

(I) use the confidential information except as expressly authorized by the other Party in writing;

(II) disclose, or permit the disclosure of the confidential information except to such authorized persons as are necessary to receive or evaluate the confidential information;

(III) transfer or part with possession of the whole or any part of the confidential information.

d. The Parties shall not use, or disclose, or permit the disclosure by any person of the confidential information for the benefit of any third party.

e. This confidential obligations apply to all Confidential Information whether provided to the Parties before, on or after the date of this Agreement and the obligations of the Parties shall continue to be in force for the following period: ________


7. INTELLECTUAL PROPERTY

a. The Parties acknowledge that in connection with this MOU, Parties may contribute to or produce intellectual property.

b. Subject to the express agreement of the Parties, in the event that a particular Party produces or contributes to the production of intellectual property, such Party shall retain the ownership of all intellectual property rights.

8. TERMINATION OF AGREEMENT

Each Party shall be entitled to terminate this MOU at any time prior to the conclusion of the Project, if any event whether financial or otherwise has arisen which, in the Party's opinion, has rendered the Project impracticable.


9. FORCE MAJEURE

If any delay or failure in the performance of this MOU by any Party is caused by force majeure such as, but not limited to, acts of God, acts of war or revolution, civil commotion, strikes, fire, earthquakes, epidermic or any other circumstance which are beyond the reasonable control of that Party affected and which could not be reasonably foreseen, guarded against or prevented, such delay or failure of performance shall not constitute default by such Party or give rise to any claim for damage against it.

10. APPLICABLE LAW

This MOU may be governed and construed in accordance with the Laws of the Federal Republic of Nigeria.


11. ASSIGNMENT

No Party shall assign any of its obligation or duties under this MOU, without the prior written consent of the other Party.

12. WAIVERS

Failure to exercise any right in this MOU shall not operate as a waiver. The right or remedies herein provided are cumulative and not exclusive of any right or remedies provided by law.


13. NOTICES

All notices must be in writing. The notices must be delivered personally or mailed by a certified mail to the other Party at the address written in this MOU or the Party's Attorney.


14.
VARIATION

No part of this MOU shall be varied or terminated unless such variation is agreed and signed by the Parties to this MOU.


15. BAEAABCFEFFA

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16. DDCAFAABBAFB

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IN WITNESS WHEREOF
the Parties have executed this MOU this day and year first written above.


SIGNED
by the within named ________




___________________________


in the presence of:


Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................


SIGNED
by the within named ________




___________________________


in the presence of:


Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

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MEMORANDUM OF UNDERSTANDING

(Non-binding)

This Memorandum of Understanding (hereinafter referred to as "MOU") is made on ________.

BETWEEN

________, of the following address:

________

AND

________, of the following address:

________

WHEREAS

a. Both Parties are interested in working together in connection with the Purpose as described in this Agreement.

b. In pursuant of this agreement, the parties have agreed to carry out their obligations subject to the terms and conditions of this Memorandum of Understanding.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. PROJECT AND PURPOSE

a. The Parties intend to work together on the following project: ________ (the "Project").

b. The purpose of this MOU is as follows:

________

2. DURATION OF THE AGREEMENT

a. This Project shall commence on ________.

b. This MOU will remain in effect until a final agreement is drawn or until terminated by either of the Parties.

3. NON BINDING AGREEMENT

a. The Parties hereby acknowledge this MOU in principle and is not intended to be legally binding.

b. This MOU does not constitute any formal obligation on behalf of either of the Parties as the terms of this MOU is expressly "subject to contract" until a final written contract has been executed by the Parties.

4. GENERAL OBLIGATION OF PARTIES

Notwithstanding the non-binding nature of this MOU, the Parties agree to do as follows:

a. act in utmost good faith, using their best endeavors to ensure the performance of their obligation;

b. do all such things that are ancillary or incidental to their obligations, duties, responsibilities as specified in this Agreement and which is deemed necessary for the effective completion of the Project.


5. OBLIGATIONS/ ROLES OF THE PARTIES

a. In relation to this Project, ________ shall have the following obligations:

________

b. In relation to this Project, ________ shall have the following obligations:

________

6. CONFIDENTIALITY OBLIGATIONS

a. The Parties acknowledge that in connection with this MOU, they may have access to confidential information and materials, in which case, either of the Parties may be the receiving and disclosing Party.

b. The Parties hereby undertake to do the following:

(I) to keep the confidential information secret at all times;

(II) not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior consent of the other Party;

(III) not to use the confidential information in whole or in part for any purpose except for the purpose stated in this MOU;

(IV) to take proper and reasonable measures to ensure the confidentiality of the confidential information.

c. The Parties agree to use the confidential information solely for the purpose for which the information was provided. Except as provided herein, no Party shall at any time, during or after executing the purpose of this MOU do as follows:

(I) use the confidential information except as expressly authorized by the other Party in writing;

(II) disclose, or permit the disclosure of the confidential information except to such authorized persons as are necessary to receive or evaluate the confidential information;

(III) transfer or part with possession of the whole or any part of the confidential information.

d. The Parties shall not use, or disclose, or permit the disclosure by any person of the confidential information for the benefit of any third party.

e. This confidential obligations apply to all Confidential Information whether provided to the Parties before, on or after the date of this Agreement and the obligations of the Parties shall continue to be in force for the following period: ________


7. INTELLECTUAL PROPERTY

a. The Parties acknowledge that in connection with this MOU, Parties may contribute to or produce intellectual property.

b. Subject to the express agreement of the Parties, in the event that a particular Party produces or contributes to the production of intellectual property, such Party shall retain the ownership of all intellectual property rights.

8. TERMINATION OF AGREEMENT

Each Party shall be entitled to terminate this MOU at any time prior to the conclusion of the Project, if any event whether financial or otherwise has arisen which, in the Party's opinion, has rendered the Project impracticable.


9. FORCE MAJEURE

If any delay or failure in the performance of this MOU by any Party is caused by force majeure such as, but not limited to, acts of God, acts of war or revolution, civil commotion, strikes, fire, earthquakes, epidermic or any other circumstance which are beyond the reasonable control of that Party affected and which could not be reasonably foreseen, guarded against or prevented, such delay or failure of performance shall not constitute default by such Party or give rise to any claim for damage against it.

10. APPLICABLE LAW

This MOU may be governed and construed in accordance with the Laws of the Federal Republic of Nigeria.


11. ASSIGNMENT

No Party shall assign any of its obligation or duties under this MOU, without the prior written consent of the other Party.

12. WAIVERS

Failure to exercise any right in this MOU shall not operate as a waiver. The right or remedies herein provided are cumulative and not exclusive of any right or remedies provided by law.


13. NOTICES

All notices must be in writing. The notices must be delivered personally or mailed by a certified mail to the other Party at the address written in this MOU or the Party's Attorney.


14.
VARIATION

No part of this MOU shall be varied or terminated unless such variation is agreed and signed by the Parties to this MOU.


15. BAEAABCFEFFA

Aeafp dfcefafcb fb fafa FDC fa fbfabbab fc aa aaeafcafa. Fb cbp dfcefafcb fa fbecffb bcf cbp facacb aacfacaeaf, abaa fbecffbffp aacff bcf cbbaaf faa ecffbffp cb cfaaf afcbaaa fb fafa FDC.


16. DDCAFAABBAFB

Fafa FDC acp aa aaaabfab fb aaeafcf acbbfafdcffa, cff cb aafaa acbafffbfaa c afbdfa cdfaaaabf aafaaab faa Bcfffaa.


IN WITNESS WHEREOF
the Parties have executed this MOU this day and year first written above.


SIGNED
by the within named ________




___________________________


in the presence of:


Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................


SIGNED
by the within named ________




___________________________


in the presence of:


Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................