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Memorandum of Understanding Page 1 of 4

 Memorandum of Understanding

This Memorandum of Understanding (the “MOU”) is entered into ____________________ (the “Effective
Date”), by and between ________________________, with an address of
_____________________________ (“[Name]”) and _________________, with an address of
_______________________________, (“[Name]”), also individually referred to as “Party”, and collectively
“the Parties.”

WHEREAS, the Parties desire to enter into an agreement to

___________________________________________________________________________________; and

WHEREAS, the Parties desire to memorialize certain terms and conditions of their anticipated endeavor;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties
agree as follows:

1. Purpose and Scope. The Parties intend for this MOU to provide the foundation and structure for any
and all possibly anticipated binding agreement related to ___________________________________

______________________________________________________________________________.

This MOU should not establish or create any type of formal agreement or obligation. Instead, it is an
agreement between the Parties to work together in such a manner to encourage an atmosphere of
collaboration and alliance in the support of an effective and efficient partnership to establish and
maintain objectives and commitments with regards to all matters related to
_______________________________________________________.

2. Objectives. The Parties agrees as follows:

2.1. The Parties shall work together in a cooperative and coordinated effort so as to bring about
the achievement and fulfillment of the purpose of the MOU.

2.2. It is not the intent of this MOU to restrict the Parties to this Agreement from their involvement
or participation with any other public or private individuals, agencies, or organizations.

2.3. The Parties shall mutually contribute and take part in any and all phases of the planning and
development of __________________________________________to the fullest extent
possible.

Memorandum of Understanding Page 2 of 4

 2.4. This MOU is not intended to create any rights, benefits, and/or trust responsibilities by or
between the Parties.

2.5. The MOU shall in no way obligate either Party to supply funds to maintain and/or sustain
_______________________________________________.

3. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue
until ___________________.

4. Termination. This Agreement may be terminated at any time by either Party upon ______ days
written notice to the other Party.

5. Representations and Warranties. Both Parties represent that they are fully authorized to enter into
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, organization, or business or any law or governmental regulation.

6. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective
affiliates, officers, agents, employees, and permitted successors and assigns against any and all
claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees
and costs of any kind or amount whatsoever, which result from the negligence of or breach of this
Agreement by the indemnifying party, its respective successors and assigns that occurs in
connection with this Agreement. This section remains in full force and effect even after termination of
the Agreement by its natural termination or the early termination by either party.

7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO

THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY
PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY,
WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR
BREACH.

8. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in
whole or in part, that part shall be severed from the remainder of the Agreement and all other
provisions should continue in full force and effect as valid and enforceable.

9. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this
Agreement will not be construed as a waiver of any subsequent or future exercise of that right,
power, or privilege or the exercise of any other right, power, or privilege.

10. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to
its legal fees, including, but not limited to its attorneys’ fees.

Memorandum of Understanding Page 3 of 4

11. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated
above. This Agreement may be entered into and is legal and binding both in the United States and
throughout Europe. The Parties each represent that they have the authority to enter into this
Agreement.

12. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the
State and/or Country in which both Parties do business. In the event that the Parties do business in
different States and/or Countries, this Agreement shall be governed by ____________________ law.

13. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire
agreement between the Parties. In the event that the Parties desire to change, add, or otherwise
modify any terms, they shall do so in writing to be signed by both parties.

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Name

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Name

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Memorandum of Understanding Page 4 of 4