MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING (MOU) is executed this _____ day of______________________, 2022, BY and BETWEEN, ___________________________ (hereinafter the “Investor”), and Kindah Investment Group, LLC, a Limited Liability Company formed in the State of Maryland DBA High Life Resort & Spa (hereinafter the “Owner), individually referred to as the “Party” and collectively referred to as the “Parties”.
WHEREAS, the Investor agrees to invest in “High Life’s Resort & Spa” Project, which is a private resort that rests on 30 lush Seaview acres in the heart of the Jamaican jungle. Located in western Negril, the resort is conveniently located only five minutes from Risk Café and Jam West Adventure Park, ten minutes from the famous Negril Seven Mile Beach, seven minutes from downtown Negril and 20 minutes from the capital city of Savanna-La-Mar.
WHEREAS, the Owner agrees to construct and provide the various styles of villas and cottages with balcony pools & Jacuzzis overlooking the ocean. Also, specially featured amenities and in-room services as described in Annexure I and agreed in this MOU.
NOW THEREFORE, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:
NOW THEREFORE, the parties consent to enter into this MOU on the basis of following terms and conditions;
- OBJECTIVE AND SCOPE OF MOU
- The objective of this MOU is to express the willingness of both parties to engage in an investment opportunity to invest in project “High Life’s Resort & Spa” (hereinafter the “Project”).
- The Owner shall construct and provide the various styles of villas and cottages for the purpose of rent and purchase.
- Each of the Investors shall own a percentage of a Villa that will be constructed and mange by the Owner. Each “Share” shall be equal to a percent of ownership in a villa and a certain amount of free accommodation days which can be used for personal stay or be rented out for a profit to the investor.
- The Investor(s) have agreed to the said limitations upon the rights and powers, the delegation of responsibility and the distribution of profits and/or losses incurred with reference to the Villas and or Cottages.
- PROJECT NAME
The Investment project name is “High Life’s Resort & Spa Ocean View Villas”.
- AGREED FACILITIES
The Owner agrees to provide the following amenities and in-room services in the Resort:
- Two restaurants and two bars on property
- Ocean view meeting room
- Spa
- Ocean view Fitness Center
- Grocery store
- Farm with natural, organic fruits and vegetable
- Gift shop
- Night club
- Helipad
- Tennis courts & basketball court
- Children play ground
- Waterfalls with lazy River (Pool)
- Gourmet a la carte breakfast, lunch, and dinner (option for swim-up services)
- Premium-brand cocktails and specialty beverages
- Wine tasting seminars
- Mixology and rum tastings
- Daily activities, including yoga, fruit picking, and power walks
- Monthly health and wellness retreat
- Ocean view swimming pools
- Pool enhanced butler service
- Beach beds
- Private romantic ocean view dinner ($)
- Private Helicopter ride to and from the airport
- In-room Service
- Private balcony or patio
- Maintenance, Housekeeping service, Personal chef & Butler
- Cable/satellite TV with premium channels and pay movies
- In-room dining (24 hours)
- Minibar (restocked daily)
- Coffee/tea maker
- Complimentary WIFI
- Complimentary shuttle service and access to sister resorts
- Bathrobes, slippers, and bathroom amenities
- Hairdryer, Iron and ironing board
- etc.
- MEMBERSHIP
The Owner offers the following memberships to the Investor to invest on;
| Gold Club Membership Investment | $ 100,000 |
| Gold Club Membership Facilities/ Amenities |
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| Sell back (Gold Club Membership) | Investors can choose to sell back ownership interest to the company at any time @ current market value or stay in for annual income after 5 (Five) years. |
| Silver Club Membership Investment | $100,000 |
| Silver Club Membership Facilities/ Amenities |
|
| Sell back (Silver Club Membership) | Investors can choose to sell back ownership interest to the company at any time @ current market value or stay in for an annual income. |
- INVESTMENT
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- The Investment advanced will be in the form of cash or certified funds to the Owner. The total investment shall be $100,000, per share to be held until its completion. The parties agree that in return for the investment, investor will have ownership interest in a villa plus a certain amount of free days to stay or rent each year.
| Total Investment | USD 100,000 |
| Good Faith Deposit | 25% |
- The Investor shall pay the 25% advance investment as the good faith deposit which shall be fully refundable in case of any change of plan of the investor or the owner by the due date or the date of the official investment agreement.
- TRANSFER OF FUNDS
The parties acknowledge and agree that this MOU does not create any financial or funding obligation on either party, and that such obligations shall arise only upon joint execution of a subsequent agreement or work plan that specifically describe the terms and nature of such obligations and that references this MOU. However, signing of this MOU does not guarantee an investment spot int the project unless a minimum of 25% good faith deposit is made.
- TERM/DURATION OF MOU
This MOU shall be operational upon signing and will have an initial duration until the execution of a formal binding Investment Agreement between the parties. All activities conducted before this date within the vision of the investment collaboration will be deemed to fall under this MOU.
- FORCE MAJEURE
If either party to this Agreement is rendered unable, wholly or in part, by reason of a Force Majeure Event to perform obligations under this Agreement, then such obligations SHALL be suspended to the extent affected by the Force Majeure Event.
- STATUS OF THE PARTIES
- The relationship between the parties is that of independent Parties. Nothing in this MOU shall create or be deemed to create a partnership of agency, franchise or employment between the parties.
- No party shall enter into any contractual obligations on behalf of another party without the prior express written consent of an authorized signatory of the other party.
- No fee is payable from one party to another in consideration for any services provided within the scope of this MOU.
- The MOU will automatically lapse if either party withdraws from participation in the activities described within the Action Plan.
- REVIEW AND TERMINATION
- This MOU will commence on the Commencement Date and will remain in force in accordance with clause 7 of this MOU.
- Within 3 months of the Commencement date of the MOU, the parties will undertake a review of Action Plan of the project and of the MOU and decide whether to extend the term of the Action Plan of project and the MOU for a further defined period.
- If the parties decide to terminate the Action Plan of project, the MOU will automatically be terminated
- CONFIDENTIALITY
- Both parties agree that, during the term of this MOU, or at any time thereafter, neither they nor any of their employees, agents (including volunteer staff) or sub-contractors, shall divulge, furnish or make accessible to anyone any of the confidential information unless:
- At the date of this MOU, the confidential information is already in the public domain or subsequently comes into the public domain through no fault of the other party;
- the confidential information rightfully becomes available to the other party from sources not bound by obligations of confidentiality
- the confidential information was available to the other party on a non-confidential basis prior to its disclosure to such party; and
- the other party is required by compulsion of law to disclose.
- The parties agree that all discussions and negotiations shall be carried out on a strictly confidential basis and any statements (either written or oral) to be made in relation to the existence of the negotiations between the parties shall be subject always to written agreement by both parties.
- LIMITATION OF LIABILITY
Each party which is to provide services under this project accepts liability, without limit in the case of death or personal injury to any person, and in the case of any other loss or damage, arising from the act or omission (including negligence) or willful misconduct of itself or its employees, agents (including volunteers) or sub-contractors and agrees to indemnify the other party against all losses, expenses (including legal fees), damages or liabilities suffered or incurred by the other Party as a result.
- NOTICES
- Any notice given under this MOU by either party must be in writing and may be delivered personally, sent by duplicate transmission, sent by e-mail or sent by recorded delivery post. In the case of personal delivery, duplicate transmission or e-mail, the notice will be deemed to have been given on the same day and in the case of post will be deemed to have been given four (4) working days after the date of posting.
- Notices will be delivered or sent to the addresses of the Parties as given at the head of this MOU or to any other address notified in writing by any party to the other parties for the purpose of receiving notices after the commencement date of this MOU.
- DISPUTE RESOLUTION
If any of the parties considers one or more of the parties to be in breach of their duties under this MOU or has a grievance about some aspect of the operation of the MOU, the parties shall use their best endeavors to resolve the issue through joint discussions. However, if the parties are unable to resolve the issues internally, this agreement shall be governing under the laws of Maryland USA.
- SEVERABILITY
The parties agree that if any portion of this contract is found to be void or unenforceable, it shall be struck from the record, and the remaining provisions will retain their full force and effect.
- APPLICABLE LAW
- This Agreement shall be construed and enforced under the laws of the State of MARYLAND, U.S.A.
- Venue for any action under this Agreement shall lie in any Court of competent jurisdiction in MARYLAND, U.S.A.
- GENERAL
- The parties to this MOU do not intend that any of its terms will be enforceable by any person who is not a party to it.
- No variation to this MOU shall be effective unless in writing signed by duly authorized representatives of each of the parties.
- ENTIRETY
This Agreement, including all Annexes, embodies the entire and complete understanding and agreement between the Parties and no amendment will be effective unless signed by both Parties.
In Witness Whereof, this MOU is duly executed by the parties or their duly authorized representatives as set forth below:
IN WITNESS WHEREOF, the parties hereto have executed this MOU on the date, month and year affixed:
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OWNER: Kindah Investment Group, LLC / DBA High Life Resort & Spa
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Garth Vickers, CEO
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