Docstoc

Memorandum of Understanding Template (DOC)

Document Sample
Memorandum of Understanding Template (DOC) Powered By Docstoc
					             MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (the "Memorandum") made this 1st
day of September, 2011, by and between La Liaison Management Group LLC ("PARTY
1") and Pontchartrain Partners. LLC ("PARTY 2").

               ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂWHEREAS PARTY 1 and
PARTY 2 wish to discuss entering into a written final definitive agreement, some of the
proposed, but not yet conclusively agreed upon essential or material terms of which are
set forth below;

               ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂAND WHEREAS PARTY 1 and
PARTY 2 desire to enter into this Memorandum , setting out some, but not all of the
essential or material general and basic terms, conditions, services, rights, duties, and
obligations that may be provided for in a written final definitive agreement for such
Project as may be generally described in this Memorandum.

1.00          ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂPURPOSE

1.01           ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂThe purpose of this Memorandum is to
provide for the beginning or discussions or framework for the anticipated written final
definitive agreement that may govern the proposed Business Partnership (the "Business
Partnership") between PARTY 1 and PARTY 2. It is not intended to set forth all of the
essential or material terms of an agreement as is, therefore, not legally binding. The
anticipated Project is intended to Establish a working contractual agreament with the
Skanska/MAPP to aid Skanska/MAPP in the location and hiring of local minority-and
women owned subcontractoes, as well as all necessary supporting staff who know the
community and want to better it through the contruction of the the new University
Medical Center in New Orleans, LA. This Partnership shall be concidered binding and
shall remain in place during the full contractual duration between Pontchartrain Partners
LLC. and Skanska/MAPP.

2.00          ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂCOOPERATION

2.01          ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂThe activities and services for the proposed
Project are anticipated to include the following responsibilities or obligations to be
performed by:

PARTY 1: Aid Skanska/MAPP in the location and hiring of local minority-and women
owned subcontractoes, as well as all necessary supporting staff who know the community
and want to better it through the contruction of the the new University Medical Center in
New Orleans, LA.
PARTY 2: Aid Skanska/MAPP in the location and hiring of local Construction
Management,Quality Assurance, Project Management and Engineering Design
Profesionals, as well as all necessary supporting staff who know the community and want
to better it through the contruction of the the new University Medical Center in New
Orleans, LA.


3.00          ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂRESOURCES

3.01           ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂIt is anticipated that PARTY 1 may provide
the following resources in respect of the proposed Project:


                      City and State Ploitical Resources, Relationship with
                      Skanska/MAPP and 15+ years of Public Relations, Marketing, and
                      Management experience in the local Medical Community.

3.02           ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂIt is anticipated that PARTY 2 may provide
the following resources in respect of the proposed Project:


                      The principal owners have over 50 years of combined experience
                      as construction and project managers. The team is comprised of
                      engeneers, former military officers, supervisors, economists,
                      planners and quality assurance repersentatives. Pontchartrain
                      Partners, LLC has built a network of Federal, State and Local
                      contacts as well as both private and public partners.


4.00          ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂFUNDING



4.03           ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂIt is anticipated that PARTY 1 and PARTY 2
may agree that each of them shall not be liable for more than the amount of Funds each
contributes, advances, or provides to the Project.

4.04           ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂIt is anticipated that PARTY 1 and PARTY 2
may agree that the Funds shall be advanced or provided by each of them according to the
schedule set forth in and upon the execution of the definitive agreement, which schedule
is proposed to be

4.05         ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂIt is anticipated that such Funds may be
managed by La Liaison Management Group and Pontchartrain Partners, LLC.

5.00          ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂLIMITATIONS
5.01           ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂExcept for Section 8.00, this Memorandum is
intended to NOT be legally binding and is intended to NOT impose legal or equitable
rights or obligations on PARTY 1 or PARTY 2, and will have no legal or equitable
effect.

5.02             ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂNeither PARTY 1 nor PARTY 2 shall be
responsible for the actions of any third parties or associates who may be involved in any
activities outlined in this Memorandum.

6.00          ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂCONFIDENTIALITY
The Parties may enter into a binding confidentiality or mutual non-disclosure agreement.

7.00           ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂDURATION

                ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂAs this is a non-legally binding
Memorandum and only the written final definitive agreement will be binding the parties
are free, of course, to discontinue discussions and negotiations regarding the proposed
Project at any time they please, as well as re-continue discussions and negotiations, and
may enter into the same or similar proposed Project with any other Party, with fewer than
all of the Parties, or with any third-party. The Parties may exercise common courtesy
and inform each other if and when they wish to discontinue discussions.Â


8.00            ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂAny amendments to this Memorandum are
strictly prohibited, unless such amendments are agreed to by each of PARTY 1 and
PARTY 2 in writing, by pen on paper. There shall be no oral agreements. Electronic
writings , including E-mail messages, text messages, tweets, instant messages, etc., their
contents, and any attachments, and any prior or subsequent communications including
oral discussions or negotiations concerning some or all of the proposed Project, or
anything at all, are not intended to represent and do not reflect an offer or acceptance to
enter into (or amend, modify, revise, terminate, abrogate, extend, waive a breach or
damages of, etc.) a binding contract, transaction or agreement, and are not intended to
and do not bind any party to this Memorandum. The parties may determine that they
wish to attempt to negotiate a written agreement that is binding, however, the parties
intend and will continue to intend that there shall be no contract formations, waivers,
modifications, abrogations, extensions, amendments, etc., without one or more formal
written documents executed non electronically but with holographic signatures by
hand with ink pen on paper signed by a duly authorized representative of each of the
parties (aka "wet signatures" or "pen on paper signatures"). Any communication to the
contrary in the past, now or future, is not binding on any party to this Memorandum.Â
Absent the written express statement to the contrary as set out below, it is the intention of
the parties, and the parties agree not to conduct any contract formation, modifying
transaction, amend any agreement, abrogate any agreement, grant any extension, or
waive any right by electronic writing. Any alleged communication to the contrary is not
binding on any party. The written express statement mentioned above ("electronic
express statement") shall be the following, or that which expresses the same intent as the
following: "I expressly intend that this shall constitute an electronic signature to a writing
thereby [forming, modifying, amending, abrogating, granting an extension in relations to,
or waiving a breach to] a binding [contract or agreement]." For purposes of any
agreement, a formal written document on paper with wet signatures (pen on paper
signatures) and otherwise consistent with the requirements herein, which is transmitted
by facsimile, the internet, or any cell/wireless/mobile telephone system, or the like, as an
image or .pdf document is valid when signed by pen on paper by all parties to be charged.
The parties expressly state and intend that Emails / texts / tweets / instant messages, etc.,
sent or received - even when there are multiples or combinations of these - do not include
all of the essential or material terms required in order for there to be a legally binding
agreement or contract between the Parties, and are ineffective for purposes of contract
formation, modification, amendment, waiver, etc., without the electronic express
statement mentioned above. No addition to or modification or consensual cancellation of
this agreement, notice or statement shall be binding unless made in one or more formal
written documents consistent with the pen on paper or "electronic express statement")
requirements herein. Any purported communication to the contrary is not binding .

No waiver of any breach of any provision of this agreement, notice or statement shall
constitute a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and wet signed
by pen on paper or electronic express statement as set out herein.



                IN WITNESS WHEREOF, the parties have executed this Memorandum
as of the date first above written,

               DATED this 1st day of September, 2011.
    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂPARTY 1

    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂPer: La Liaison Management Group LLC



    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ

    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂName: Hiram M. Walker

    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂTitle: Manage Partner

    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂI have authority to bind the Company.



                                     PARTY 2

    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂPer:



    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ

    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂName: Rodney Greenup

    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂTitle: Vice President, Program Manager

    ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ
ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂI have authority to bind the Company.
ALL INFORMATION, INSTRUCTIONS, TIPS, COMMENTS, AND FORMS ARE PROVIDED "AS IS"
WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING AS TO LEGAL EFFECT OR
COMPLETENESS. They are for guidance and should be modified by you or your attorney to meet your
specific needs and the laws of your state. Use at your own risk. Docstoc, its employees or contractors
who wrote or modified any form, instructions, tips, comments, and decision tree alternatives and choices,
are NOT providing legal or any other kind of advice, are not creating or entering into an Attorney-Client
relationship, and were most likely NOT prepared or reviewed by an attorney licensed to practice law in
your state. Docstoc is unable to and does not provide legal advice. Please note that laws change and are
regularly amended, therefore, the provisions, and names and section numbers of statutes within this
document, if any, may not be 100% correct as they may be partially or wholly out of date and some
relevant ones may have been omitted or misinterpreted. The information and forms are not a
substitute for the advice of your own attorney. You may wish to consult with your own attorney
licensed to practice law in your state.

This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing
entity.

Note: You should have carefully read and considered the instructions, tips, comments, and
decision tree alternatives and choices. If you did not you should go back and complete the
process again. You must review the completed document to make sure that it meets your specific
circumstances and requirements, and the particular laws of your state. Docstoc does not review
your completed document, including for consistency, spelling errors, or any reason at all. You (or
your attorney) may want to make additional modifications to meet your specific needs and the
laws of your state.

◊                                                 ◊
 Where within this document you see this symbol: or an instruction states "Insert any number you
       ◊
choose ," or something similar, or there is a blank for the user to complete, please note that although
Docstoc believes the information or number may be any that the user chooses, and that there is no law
governing what the information or number should be, you might want to verify this, including by consulting
with your own attorney licensed to practice law in your state. And even if one party has more negotiating
leverage than another you might want to be reasonable.

INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR
PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC.,
BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF
THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

Your use of this document is deemed to be your agreement to the foregoing and that you have read and
agree to our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15), as well as our
disclaimer that Legal information is not legal advice, and the important content available
here: Read More (http://www.docstoc.com/popterm.aspx?page_id=114)

No Docstoc employee, contractor, or attorney is authorized to provide you with any advice about what
information (again, which includes forms) to use or how to use or complete it or them.

Entire document © Docstoc, Inc., 2010, 2011

				
DOCUMENT INFO
Shared By:
Tags: business
Stats:
views:165
posted:9/14/2011
language:English
pages:7