MEMORANDUM OF AGREEMENT (MOA)

MEMORANDUM OF AGREEMENT (MOA)

THIS AGREEMENT is made on the …………..day of……….20……., entered into by;

• ________________________________________ “Party 1” with an office located at ______________________________________________; 

and

• ____________________________________________ “Party 2” with an office located at ___________________________________________________________ 
• (Party 1 and Party 2 collectively referred to herein as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

 PURPOSE & SCOPE

The purpose of this agreement is to set forth the terms and conditions, scope of work and responsibilities of the parties associated with their collaboration on ____________________________________________

(“project”) describe project.

BACKGROUND

Both parties see the benefits of this project, have a desire to pursue the project, and have determined that each brings unique expertise and experience necessary to accomplish the objectives outlined above.

Party 1 has unique expertise and experience in the following areas:

 _____________________________________________________________________________________

Party 2 has unique expertise and experience in the following areas:

_____________________________________________________________________________________

PARTIES’ RESPONSIBILITIES

Party 1 shall undertake the following activities under this MOA:

 _____________________________________________________________________________________

Party 2 shall undertake the following activities under this MOA:

_____________________________________________________________________________________

TERMS AND CONDITIONS

It is mutually understood and agreed by and between the parties that:

1. The Parties understand and agree that Party 2 has offered Party 1 grant opportunities as consideration of Party 1’s contribution under this agreement which offer Party 1 accepts.
2. Any payment due to Party 1 shall become payable upon demand by Party 1.
3. Each Party takes legal and financial responsibility for the actions of its respective employees, officers, agents, representatives, and volunteers. Each Party agrees to indemnify, defend and hold harmless the other to the fullest extent permitted by law from and against any and all demands, claims, actions, liabilities, losses, damages, and costs, including reasonable attorney’s fees, arising out of or resulting from the indemnifying Party’s acts or omissions related to its participation under this agreement, and each Party shall bear the proportionate cost of any damages attributable to the fault of such Party, its officers, agents, employees, and independent contractors. It is the intention of the parties that, where a fault is determined to have been contributory, principles of comparative fault will be applied.
4. Each Party, at its sole cost and expense, shall carry insurance or self insure to cover its activities in connection with this MOA, and obtain, keep in force and maintain, insurance or equivalent programs of self-insurance for general liability, workers compensation, and business automobile liability adequate to cover its potential liabilities hereunder.
5. This MOA may be amended from time to time by mutual agreement of the parties in a written modification signed by both parties.
6. The Parties agree that any intellectual property and associated rights owned by Party 1 during the subsistence of this agreement are Party 1’s exclusive property. Party 2 may enjoy a non-exclusive, limited use license of the intellectual property at Party 1’s discretion.
7. A Party may terminate this agreement at any time before any work has started under this agreement upon giving the other Party no less than _____________notice in writing (“termination notice”). If a Party wishes to terminate the contract with less than _________notice, the other Party reserves the right to charge costs that they have already been paid in advance or incurred. The Party will also be liable to pay any cost incurred if the termination is done after work has already started in this agreement. The costs shall be paid before termination and based on market-rate compensation of services rendered,
8. This MOA may be terminated by mutual agreement of the Parties and shall automatically terminate upon completion of all responsibilities as stated herein, unless otherwise amended.

COSTS

The parties shall each be solely responsible for any and all costs associated with their responsibilities under this MOA.

PARTIES’ ACKNOWLEDGEMENTS 

The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily and intending to be legally bound by it.

DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement.

GOVERNING LAW

This agreement shall be governed in all respects by the laws of the State of California.

EFFECTIVE DATE AND SIGNATURE

This Memorandum of Agreement shall be effective upon the date of the last Party to sign this MOA below. The parties indicate agreement with this Memorandum of Agreement by their signatures below.

Signed by the duly authorized representative of Party 1 Signature: Name: Designation: Date:………………………………………………….

Signed by the duly authorized representative of Party 2 Signature: Name: Designation: Date:………………………………………………….