MOU for Project - Dubai by VinodMehra


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									                    Memorandum of Understanding
                      AAAAA LLC and BBBBBB.

This Memorandum of Understanding (MOU) has been entered into on _____
day of ______, 201x, by and between Part A (hereinafter referred to as
AAAAAAAAA) and Party B (hereinafter referred to as AAAAAB).

Whereas AAAAA, a leading IT Solution provider is working on xxxxxx
project of Client
Whereas AAAAA has the expertise to consult, supply and implementation of
xxxxxx Pro
Whereas AAAAA and BBBBBB have desired to work together to respond to
the invitation from Client

1. Scope of Work:

This MOU covers all the work required for pre-sales, consult, prepare
Proposal and participate in further clarification and negotiation till such time
Client makes final decision on the said Project.

BBBBBB will be responsible for ( Scope of Work ). AAAAA responsibility is
limited to providing customer audience, legal compliance for submission of
proposal and any item specifically agreed to be AAAAA responsibility.
BBBBBB will be solely responsible for completeness of the proposed Data
center infrastructure solution

On successful award of the Project by Client to AAAAA and BBBBBB,
AAAAA commits to work with BBBBBB and BBBBBB will be required to
accept all the terms of the contract in terms of our scope of work except
those have been agreed as AAAAA responsibility.

2. Remuneration and Payment Terms:

Each Party will bear their own cost and expenses for preparation and
further negotiation of the proposal unless agreed in writing for specific
All subsequent payment terms will be based on Back-to back payment from
Client which will be discussed and finalized during negotiation.

BBBBBB will provide required Bank Guarantees ( Performance Bond, Advance
Payment Guarantee or any other guarantee agreed with Client ) to AAAAA
for the portion of work awarded to BBBBBB.

3. Duration and Termination:

This agreement will be valid until Client makes final decision on the Project
and in case of successful award to AAAAA it will remain valid for the entire
duration of proposed Project or any subsequent additions to the Project.

This agreement can be terminated during proposal stage by mutual
agreement of the Parties in writing and jointly agreeing to withdraw from
the said Project. In case of successful award of the Project to AAAAA and
BBBBBB this agreement can be terminated only if (i) BBBBBB fails to deliver
agreed solution in Time and within agreed extensions (ii) BBBBBB solution
fails Customer acceptance beyond agreed criteria (iii) On written customer
request for convenience.

4. Confidentiality:

Each Party agrees that all confidential and proprietary information
communicated to a Party (the “recipient Party”) by the other Party (the
“disclosing Party”) in any manner in connection with any business opportunity
(the “Confidential Information”), whether before or after the date of this
Agreement, will be used by the recipient Party only for the purposes of the
joint pursuit of the opportunity. The recipient Party will not disclose the
disclosing Party’s Confidential Information to any third Party without the
prior written consent of the disclosing Party. Upon the written request of
the disclosing Party or when the opportunity is no longer active, the
recipient Party will promptly return to the disclosing Party all copies of the
disclosing Party’s Confidential Information that is in the possession of the
recipient Party. This section will remain in force for a period of two (2)
years from the expiry of this Agreement unless otherwise agreed in writing.

5. Exclusivity
In regards to this agreement, both BBBBBB and AAAAA agree not to share
information with other suppliers, and not to bid for the same requirement
with any other party for a period lasting for two (2) years from the
effective date of this agreement. Also, it is agreed that neither party shall
endeavor to directly contact the other party’s suppliers or subcontractors
related to this tender or requirement for a period lasting for two (2) years
from the effective date of this agreement. This clause will not be applicable
if agreement is terminated as per clause 3

6.    Intellectual Property:

Each Party will retain its own intellectual property, and no transfer or
license is granted by this Agreement in such intellectual property to the
other Party. Intellectual property rights in any work developed by a Party in
connection with the matters contemplated by this Agreement will belong
exclusively to that Party.

7.    Limitation of Liability:

Each party to this MOU shall be responsible for any of its liabilities and
undertakings made before the termination date.

Save for mandatory limits of law, neither Party shall be liable to the other
for; 1) loss of profits, business, revenue, goodwill, wasted management time
or anticipated savings and/or indirect or consequential loss or damage,
including any loss or damage related to the failure to reach agreement on
the “Plan”; 2) any claim for direct loss or damage in any manner related to
this Agreement, whether for breach of contract or in tort (including
negligence) or otherwise.

8.    Relationship of the Parties.

Nothing in this Agreement shall be construed as creating a partnership, joint
venture, or formal business organization or structure of any kind between
the Parties or as constituting either Party as the agent of the other Party
for any purpose whatsoever and neither Party shall have the power to bind
the other Party or to contract in the name of or create a liability against the
other Party.

9. Disputes and Applicable Laws:

The parties to this MOU will make best efforts to resolve any dispute
relating to this MOU through mutual negotiation, failing which the same
would be referred to arbitration. Such arbitration would be under the
jurisdiction of Dubai Chamber of Commerce UAE.

This agreement shall be governed by the laws of United Arab Emirates, and
subject to the exclusive jurisdiction of the UAE courts.

10.   Force Majeure:

Neither party to the MOU shall be liable for failure to perform its
obligations under the MOU, if such failure results from circumstances
beyond the party’s reasonable control and which, by the exercise of due
diligence, the said party could not have prevented or overcome.

IN WITNESS WHEREOF, this MOU has been signed, sealed and delivered
on ____, 201x.

For AAAAA                               For BBBBBB

Signature:                              Signature:

Name :                                  Name :
Designation                             Designation :

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