When you are done, click the “Get Document” button and you can download the document in Word or PDF format. (e) If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause, it shall immediately notify the other party in writing. ________ shall be appointed as the statutory auditor of the joint venture entity. It stands for "memorandum of understanding" and can be written by either party involved in the agreement. This Memorandum of Understanding (MoU) dated XX is made between: Marks and Spencer Group plc . Both parties should sign and return a copy, and once signed, both parties should get a copy. (a). 3 ESTABLISHMENT OF THE JOINT VENTURE 3.1 With effect from the Signature Date, the Parties establish the Joint Venture and on the terms and conditions of this MOU, solely for the purpose of efficiently (IV) intellectual property that results in any way from the use of resources or assets in connection with the Project, including reference or other materials, personnel, facilities, or other resources; and(V) intellectual property that relates in any other way to the Project or any business which is developed in connection with the Project. This document is drafted in favour of joint venture participants other than the leader. <>/Metadata 1854 0 R/ViewerPreferences 1855 0 R>>
(II) While this Agreement is in effect, the Representing Party will not, directly or indirectly: (A) Engage in any Third Party Discussions; or(B) Invite, encourage, seek or otherwise solicit any Third Party to engage in Third Party Discussions; or(C) Respond to any invitation or solicitation from any Third Party in relation to any Third Party Discussions (except to explicitly reject such invitation or solicitation); or(D) Enter into any agreement, memorandum of understanding, heads of agreement, letter of intent, or other arrangement with any Third Party in relation to any Third Party Discussions (whether legally binding or non-binding). (III) any third party claim relating to the activities of this Joint Venture to the extent that any such claim relates to any act, neglect or default of the Indemnifying Party or any of its Authorised Persons. They recognise that the various arrangements will need careful review but each will endeavour in good faith to agree the detailed terms of the joint venture, on the basis of the principles set out in this Memorandum, and to take all necessary other actions in order successfully to establish the joint venture. During the term of this Agreement Party 2 shall have the following obligations: Each party represents and warrants to each of the other Parties that: (a). (________) 52 5 25522 88 52858525 22 2522 52 522252822222 25 22525 258888 5888828552 8228252822 2588 825222222 25 522 22 252 2522258 822258225 82 82 82 858, 522 82552, 522 228252222258, 5225852252 25 85225888252 552525822 (828855822 522 5282228825 8282822222 25855222) 25 522 22525 552525822 22 822222222 255885882822, 82 252 52 82. The parties will consider appropriate alternative structures if that becomes necessary or desirable because of tax and cost-efficiency. What is a Memorandum of Understanding and is it Legally Binding? The issued, subscribed and paid up share capital of the Company shall be as set out in Annexure-1 hereto and the shareholding of the company shall be held in the manner specified in Annexure-2 hereto. This Memorandum of Understanding is for use between two or more Parties that are interested in working together on a particular project. Please review the document carefully and make any final modifications to ensure that the details are correct before sending to the addressee. It has the requisite power and authority to enter into the JV agreement, and any other agreement required for the operation of the JV and grant to the other party the rights (if any) contemplated in this Agreement. The Memorandum may then be used as a point of reference to guide the negotiations as the Parties move forward towards a final agreement. Memorandum of Understanding 2 Between the [insert ... Joint Venture Although not limited to this definition, is an association of persons for the purposes of a particular trading, commercial or other financial endeavour with a view to mutual profit. This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India. 6 0 obj
The joint venture structure is important as it defines how the joint venture will exist as a legal entity. In most cases, it is inappropriate to use this Memorandum for the final agreement between the Parties (a legally binding contract may be more suitable).Record the details of each Party, and the Project that they are interested in pursuing. (referred to herein as "Parties" or individually as "Party"). ________; (e). <>
If the Parties have specific responsibilities in relation to the Project, then the details of those responsibilities can be included as well. Neither Party will be liable for, nor will the measure of damages include, any punitive or consequential or indirect losses or damages, including lost profits or third party claims arising out of or relating to its performance or failure to perform under this Agreement. … It is intended as a starting point for the Parties, as it enables them to set out the preliminary understanding between one another, and can help them to work towards a more formal agreement. (a) No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. Each party further represents and warrants to each of the other Parties that: (7). Party 1 is engaged in the following business: (c). 9 0 obj
A memorandum of understanding (MOU) is a written agreement between two organizations that helps establish the ground rules for any partnership activities you choose to explore.