MEMORANDUM OF UNDERSTANDING
(NON-BINDING)
This Memorandum of Understanding (hereinafter referred to as "MOU") is made on ________ (the "Effective Date").
BETWEEN
________, of the following address:
________
AND
________, of the following address:
________
BACKGROUND
A. The Parties are interested in working together in connection with the Purpose as described in this Agreement.
B. Under 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
1.1. The Parties intend to work together on the following project: ________ (the "Project").
1.2. The purpose of this MOU is as follows:
________
2. DURATION OF THE AGREEMENT
2.1. This Project shall commence on ________.
2.2. This MOU will remain in effect until a final agreement is drawn or until terminated by either of the Parties.
3. NON-BINDING AGREEMENT
3.1. The Parties acknowledge that this MOU serves as a preliminary agreement to outline their general intentions and understandings. It is not intended to create legally enforceable obligations.
3.2. While it establishes the broad framework of their cooperation, it does not impose formal obligations or commitments. The Parties may negotiate and modify its terms at their discretion before executing a final contract. Nevertheless, such negotiations or modifications do not create legal obligations until included in the final written contract.
4. OBLIGATIONS/ ROLES OF THE PARTIES
4.1. In relation to this Project, ________ shall have the following obligations:
________
4.2. In relation to this Project, ________ shall have the following obligations:
________
5. GENERAL OBLIGATION OF PARTIES
Notwithstanding the non-binding nature of this MOU, the Parties agree to do as follows:
(I). act in utmost good faith, using their best endeavours to ensure the performance of their obligation;
(II). comply with the terms and conditions outlined in the MOU;
(III). communicate promptly and transparently regarding any issues, concerns, or developments relevant to the MOU;
(IV). comply with all applicable laws, regulations, and industry standards relevant to the activities outlined in the MOU;
(V). do all such things that are ancillary or incidental to their obligations, duties, and responsibilities as specified in this Agreement and which are deemed necessary for the effective completion of the Project.
6. CONFIDENTIALITY OBLIGATIONS
6.1. 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.
6.2. 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.
6.3. 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.
6.4. The Parties shall not use, disclose, or permit the disclosure by any third party of the confidential information for the benefit of any third party.
6.5. This confidential obligation applies 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 a period of 12 months after the termination of this Agreement.
7. TERMINATION OF AGREEMENT
7.1. Each Party shall be entitled to terminate this MOU at any time before the conclusion of the Project if:
(I). any event whether financial or circumstances arise that make the Project impracticable or makes it impossible for the Party to fulfill the terms of this MOU;
(II). any Party is dissatisfied with the performance of the obligation of the other Party under this Agreement. Such Party shall have the right to terminate the Agreement if it is proved that the other Party is responsible for the dissatisfaction and the dissatisfied Party shall be entitled to recover the expenses incurred as at the date of termination;
(III). either Party upon written notice to the other Party if the other Party commits a material breach of any provision of this MOU and such breach remains uncured for a period of 30 days following written notice specifying the nature of the breach.
7.2. Notwithstanding this, a Party may terminate this Agreement at any given time and for any reason before the completion of this Project by providing 30 days notice in writing to the other Party. Termination, in this case, may entitle the other Party.
7.3. Upon termination of this MOU for any reason:
(I). Each Party shall promptly cease all activities related to the MOU.
(II). Each Party shall return or destroy any confidential information or materials provided by the other Party.
(III). Termination shall not relieve the parties of any obligations or liabilities accrued prior to termination.
(IV). Provisions of this MOU which, by their nature, should survive termination, shall survive, including but not limited to confidentiality, indemnification, and governing law.
7.4. Any notice of termination under this clause shall be in writing and shall be deemed to be effective upon receipt when delivered personally or by certified mail, return receipt requested, to the addresses set forth in this MOU or to such other addresses as the parties may designate in writing.
8. 28885 2885585
________. 8282525 25522 85588, 822252 252 5528552822 25 52528252822 8522, 82 885882 225 522 2588552 22 2582888 522 2252 22 2588 825222222 82 252 25828882222 558 8222 5285225, 58252525, 8222522525 8825, 25 252822225 82 22582 2522552, 85885 82 2588 82225582, 85588 2252 522 8858528252828:
(5). 85885 88 822225 5 25522'8 8222528;
(55). 85885 8585 25522 82585 222 5582 5258225882 5828525 25 28258222; 525
(555). 85885 88 222 522588525882 22 252 22525 25522.
________. 2825252 252255882 22 252 2222558822 22 252 225222822, 22582 2522552 85588 8288552 252 228828822 282228 525 8858528252828:
(5). 855, 52828882828, 25 82858822;
(55). 528288822, 225525882, 5282852822, 828555282822, 28882552 25 5855225 22825;
(555). 852558882, 5822, 88888 58825525, 25 22525 5828 2552 252 5258225882 522282 252 5888822 22 252 25522 22 2582888 828 28882528228 52525 2588 825222222.
9. EXCLUSIVITY
9.1. During the term of this MOU and for a period of 12 months following its termination or expiration (the "Exclusivity Period"), neither party shall engage in any similar transactions without prior written consent from the other Party. This includes seeking, soliciting, entertaining, or pursuing such transactions unrelated to this Project.
9.2. The Parties are also prohibited from discussing, negotiating, or entering agreements with any third party regarding the Project unless all the Parties provide express written authorization.
9.3. Any violation of this clause constitutes a material breach and shall entitle the non-breaching party to terminate this MOU without prejudice to any other rights or remedies available under this agreement or applicable law.
10. INTELLECTUAL PROPERTY OWNERSHIP
10.1. Joint Intellectual Property: The Parties acknowledge that in connection with this MOU, Parties may contribute to or produce intellectual property. All intellectual property jointly created or developed during the period of this MOU, for the execution of the Project, including but not limited to inventions, designs, software, trademarks, copyrights, proprietary information, and any associated documentation (the "New IP"), shall be jointly owned unless otherwise agreed upon in writing by both parties.
10.2. Assignment of Ownership of Joint IP: Such interests, rights, and privileges in the New IP are hereby assigned jointly to all the Parties and Parties have a non-exclusive, royalty-free license to use the New IP solely for the execution of the Project. If a Party seeks to exploit New IP beyond this MOU's scope, the Party must notify the other Party in writing and negotiate terms in good faith.
10.3. Pre-existing IP: Each Party shall retain ownership of all IP it possesses or controls as of the Effective Date, including any IP a Party develops or creates individually, without any contributions from the other Party.
10.4. The provisions of this clause persist even after the MOU's termination or expiration.
11. GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.
12. DISPUTE RESOLUTION
12.1. Subject to other provisions of this Agreement, the Parties agree to use their best endeavours to settle any dispute or difference of opinion between them arising from or connected with this Agreement amicably. Any dispute that cannot be mutually resolved by the Parties shall be resolved by mediation.
12.2. The Parties acknowledge that the process is voluntary, and either Party may withdraw from the process at any time.
12.3. The Parties undertake to select one or more mediator(s). The Parties agree that the meditator(s) shall not provide any legal advice or counsel in relation to the matter in dispute. Nevertheless, each Party is advised to obtain their counsel from an attorney. The mediator does not provide a ruling on any matter but assists the Parties to reach a collaborative resolution.
12.4. The Parties agree that if they are unable to reach a conclusive settlement, the same matter may be referred to arbitration, in accordance with the Arbitration rules and procedure agreed by the Parties.
12.5. The arbitrators shall be appointed by the Parties and the venue of arbitration shall be decided by the Parties.
12.6. The arbitrator's decisions shall be final and binding on all the Parties and enforced by any competent court. Nevertheless, if Parties cannot reach an agreement through mediation or arbitration, they can resort to litigation.
13. MISCELLANEOUS
13.1. Variation: This Agreement may be amended or varied by either of the Parties, and such variation must be agreed to and signed by the Parties to this Agreement. No delay or omission to exercise any right under this Agreement shall be construed as a waiver.
13.2. Headings: Headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.
13.3. Counterparts: This Agreement may be executed in counterparts, all constituting one Agreement.
13.4. Entire Agreement: This Agreement and any other agreement described as an addendum to this Agreement constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement made between them.
13.5. Assignment: No Party shall assign any of its obligations or duties under this Agreement, without the prior written consent of the other Party.
13.6. Enurement: This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
13.7. Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
13.8. Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, or omission to exercise any right shall not be construed as waiver.
13.9. Severability: If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
13.10. Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
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..........................................................................................................
MEMORANDUM OF UNDERSTANDING
(NON-BINDING)
This Memorandum of Understanding (hereinafter referred to as "MOU") is made on ________ (the "Effective Date").
BETWEEN
________, of the following address:
________
AND
________, of the following address:
________
BACKGROUND
A. The Parties are interested in working together in connection with the Purpose as described in this Agreement.
B. Under 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
1.1. The Parties intend to work together on the following project: ________ (the "Project").
1.2. The purpose of this MOU is as follows:
________
2. DURATION OF THE AGREEMENT
2.1. This Project shall commence on ________.
2.2. This MOU will remain in effect until a final agreement is drawn or until terminated by either of the Parties.
3. NON-BINDING AGREEMENT
3.1. The Parties acknowledge that this MOU serves as a preliminary agreement to outline their general intentions and understandings. It is not intended to create legally enforceable obligations.
3.2. While it establishes the broad framework of their cooperation, it does not impose formal obligations or commitments. The Parties may negotiate and modify its terms at their discretion before executing a final contract. Nevertheless, such negotiations or modifications do not create legal obligations until included in the final written contract.
4. OBLIGATIONS/ ROLES OF THE PARTIES
4.1. In relation to this Project, ________ shall have the following obligations:
________
4.2. In relation to this Project, ________ shall have the following obligations:
________
5. GENERAL OBLIGATION OF PARTIES
Notwithstanding the non-binding nature of this MOU, the Parties agree to do as follows:
(I). act in utmost good faith, using their best endeavours to ensure the performance of their obligation;
(II). comply with the terms and conditions outlined in the MOU;
(III). communicate promptly and transparently regarding any issues, concerns, or developments relevant to the MOU;
(IV). comply with all applicable laws, regulations, and industry standards relevant to the activities outlined in the MOU;
(V). do all such things that are ancillary or incidental to their obligations, duties, and responsibilities as specified in this Agreement and which are deemed necessary for the effective completion of the Project.
6. CONFIDENTIALITY OBLIGATIONS
6.1. 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.
6.2. 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.
6.3. 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.
6.4. The Parties shall not use, disclose, or permit the disclosure by any third party of the confidential information for the benefit of any third party.
6.5. This confidential obligation applies 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 a period of 12 months after the termination of this Agreement.
7. TERMINATION OF AGREEMENT
7.1. Each Party shall be entitled to terminate this MOU at any time before the conclusion of the Project if:
(I). any event whether financial or circumstances arise that make the Project impracticable or makes it impossible for the Party to fulfill the terms of this MOU;
(II). any Party is dissatisfied with the performance of the obligation of the other Party under this Agreement. Such Party shall have the right to terminate the Agreement if it is proved that the other Party is responsible for the dissatisfaction and the dissatisfied Party shall be entitled to recover the expenses incurred as at the date of termination;
(III). either Party upon written notice to the other Party if the other Party commits a material breach of any provision of this MOU and such breach remains uncured for a period of 30 days following written notice specifying the nature of the breach.
7.2. Notwithstanding this, a Party may terminate this Agreement at any given time and for any reason before the completion of this Project by providing 30 days notice in writing to the other Party. Termination, in this case, may entitle the other Party.
7.3. Upon termination of this MOU for any reason:
(I). Each Party shall promptly cease all activities related to the MOU.
(II). Each Party shall return or destroy any confidential information or materials provided by the other Party.
(III). Termination shall not relieve the parties of any obligations or liabilities accrued prior to termination.
(IV). Provisions of this MOU which, by their nature, should survive termination, shall survive, including but not limited to confidentiality, indemnification, and governing law.
7.4. Any notice of termination under this clause shall be in writing and shall be deemed to be effective upon receipt when delivered personally or by certified mail, return receipt requested, to the addresses set forth in this MOU or to such other addresses as the parties may designate in writing.
8. 28885 2885585
________. 8282525 25522 85588, 822252 252 5528552822 25 52528252822 8522, 82 885882 225 522 2588552 22 2582888 522 2252 22 2588 825222222 82 252 25828882222 558 8222 5285225, 58252525, 8222522525 8825, 25 252822225 82 22582 2522552, 85885 82 2588 82225582, 85588 2252 522 8858528252828:
(5). 85885 88 822225 5 25522'8 8222528;
(55). 85885 8585 25522 82585 222 5582 5258225882 5828525 25 28258222; 525
(555). 85885 88 222 522588525882 22 252 22525 25522.
________. 2825252 252255882 22 252 2222558822 22 252 225222822, 22582 2522552 85588 8288552 252 228828822 282228 525 8858528252828:
(5). 855, 52828882828, 25 82858822;
(55). 528288822, 225525882, 5282852822, 828555282822, 28882552 25 5855225 22825;
(555). 852558882, 5822, 88888 58825525, 25 22525 5828 2552 252 5258225882 522282 252 5888822 22 252 25522 22 2582888 828 28882528228 52525 2588 825222222.
9. EXCLUSIVITY
9.1. During the term of this MOU and for a period of 12 months following its termination or expiration (the "Exclusivity Period"), neither party shall engage in any similar transactions without prior written consent from the other Party. This includes seeking, soliciting, entertaining, or pursuing such transactions unrelated to this Project.
9.2. The Parties are also prohibited from discussing, negotiating, or entering agreements with any third party regarding the Project unless all the Parties provide express written authorization.
9.3. Any violation of this clause constitutes a material breach and shall entitle the non-breaching party to terminate this MOU without prejudice to any other rights or remedies available under this agreement or applicable law.
10. INTELLECTUAL PROPERTY OWNERSHIP
10.1. Joint Intellectual Property: The Parties acknowledge that in connection with this MOU, Parties may contribute to or produce intellectual property. All intellectual property jointly created or developed during the period of this MOU, for the execution of the Project, including but not limited to inventions, designs, software, trademarks, copyrights, proprietary information, and any associated documentation (the "New IP"), shall be jointly owned unless otherwise agreed upon in writing by both parties.
10.2. Assignment of Ownership of Joint IP: Such interests, rights, and privileges in the New IP are hereby assigned jointly to all the Parties and Parties have a non-exclusive, royalty-free license to use the New IP solely for the execution of the Project. If a Party seeks to exploit New IP beyond this MOU's scope, the Party must notify the other Party in writing and negotiate terms in good faith.
10.3. Pre-existing IP: Each Party shall retain ownership of all IP it possesses or controls as of the Effective Date, including any IP a Party develops or creates individually, without any contributions from the other Party.
10.4. The provisions of this clause persist even after the MOU's termination or expiration.
11. GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.
12. DISPUTE RESOLUTION
12.1. Subject to other provisions of this Agreement, the Parties agree to use their best endeavours to settle any dispute or difference of opinion between them arising from or connected with this Agreement amicably. Any dispute that cannot be mutually resolved by the Parties shall be resolved by mediation.
12.2. The Parties acknowledge that the process is voluntary, and either Party may withdraw from the process at any time.
12.3. The Parties undertake to select one or more mediator(s). The Parties agree that the meditator(s) shall not provide any legal advice or counsel in relation to the matter in dispute. Nevertheless, each Party is advised to obtain their counsel from an attorney. The mediator does not provide a ruling on any matter but assists the Parties to reach a collaborative resolution.
12.4. The Parties agree that if they are unable to reach a conclusive settlement, the same matter may be referred to arbitration, in accordance with the Arbitration rules and procedure agreed by the Parties.
12.5. The arbitrators shall be appointed by the Parties and the venue of arbitration shall be decided by the Parties.
12.6. The arbitrator's decisions shall be final and binding on all the Parties and enforced by any competent court. Nevertheless, if Parties cannot reach an agreement through mediation or arbitration, they can resort to litigation.
13. MISCELLANEOUS
13.1. Variation: This Agreement may be amended or varied by either of the Parties, and such variation must be agreed to and signed by the Parties to this Agreement. No delay or omission to exercise any right under this Agreement shall be construed as a waiver.
13.2. Headings: Headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.
13.3. Counterparts: This Agreement may be executed in counterparts, all constituting one Agreement.
13.4. Entire Agreement: This Agreement and any other agreement described as an addendum to this Agreement constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement made between them.
13.5. Assignment: No Party shall assign any of its obligations or duties under this Agreement, without the prior written consent of the other Party.
13.6. Enurement: This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
13.7. Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
13.8. Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, or omission to exercise any right shall not be construed as waiver.
13.9. Severability: If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
13.10. Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
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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