Introduction
A sample memorandum of agreement partnership entails a written agreement between two or more entities. It aids in establishing the ground rules for every partnership activity that the partners choose to explore. Further, a sample memorandum of agreement partnership ought to outline what every entity contributes to the partnership. It also contains the timeframe for the delivery of the desired results and the details of how every party collaborates. The latter includes regular in-person meetings, conference calls, written approvals of every activity by all parties, and how the parties authorize and pay the costs incurred in the delivering outcomes.
Further a sample memorandum of agreement partnership, resembles a contract that defines the manner in which entities work together. Whereas, sample memorandum of agreement partnership is usually legally binding, the documents should be regarded as a tool of facilitating partnerships. A sample memorandum of agreement partnership also ensures the smooth working relations between the entities. Owing to the legal character of the documents, nonetheless, it is recommended to have a legal representative review of the language in the memorandum of undertaking. This happens before it is signed.
Elements of a sample memorandum of agreement partnership
A quality sample memorandum of agreement partnership contains several key elements:
- Details regarding certain initiatives and projects on which the entities collaborate. Such includes the scope of projects and longevity of the project.
- Information that details how the associated costs with the joint efforts will be authorized and paid for.
- Guidelines that define the use of every entity’s logo and name in joint materials like fact sheets, press releases, websites, and brochures. For instance, whether an organization has branding guidelines that ought to be followed during the creation of joint materials.
- Guidelines outlining the ownership of jointly developed materials and usage of the materials after the sample memorandum of agreement partnership
- Outlining of the language and the manner in which the partnership will be advertised to the media or public.
- The length of time that the sample memorandum of agreement partnership will be considered valid. Such is often known as the period of performance and includes the date that the sample memorandum of agreement partnership takes effect and when it ends. The language should thus be included as it leaves an opportunity to renew the agreement. Also, language should be included such that either party could end the sample memorandum of agreement partnership within a 30-day period founded on the written notification.
- A point of contract for every entity that will facilitate collaboration.
- Signatures from leadership within the entities, like the executive director, board executive, and nay other designated officer.
Other contents of a sample memorandum of agreement partnership
- The introductory section
A sample memorandum of agreement partnership’s introductory section comprises the name of the partners as well as that of the entity. The section also outlined in which location the organization is premised. Further, it entails the laws of the nation that govern the operation of the agreement. In some instances, the sample memorandum of agreement partnership may specify the city or state in which the entity’s main office of operation will be premised.
- Goal
A sample memorandum of agreement partnership also contains a general description of the goals of the partners.
- Areas of collaboration
A good sample memorandum of agreement partnership also describes the areas of collaboration between the partners. For instance, building and learning capacity. Such also includes sharing knowledge and the lessons learned. A quality sample memorandum of agreement partnership is also keen to include aspects like sustainability and advancement, sustainable finances, sharing of technology, among others.
- Roles and responsibilities of partners
A sample memorandum of agreement partnership also contains a description of the responsibilities of the partners under the contract.
- Key contracts
An effective sample memorandum of agreement partnership outlines the principal contracts for every entity. Precisely, it lists the name of the partner, name of principal contract, title, address, and contact of the partner. The preceding is done for all the contracts. Further, such key contracts could be changed in writing from time to time by the partners.
- Use of intellectual property
Often, before drafting a sample memorandum of agreement partnership, the partners agree on the terms governing intellectual property. Such especially applies to the property that is jointly developed through activities covered under the memorandum of agreement. The document also outlines the property that may be used by the partners with or without the consent of the other partners.
Further, a sample memorandum of agreement partnership provides that all other property used in the implementation of the memorandum of understanding remains the property of the party that provides it. Such property can be utilized by either party for the purposed covered by the memorandum of understanding. However, consent must be obtained from the owner of the property before usage for purposes not covered in the agreement.
- Effective dates and amendments
A sample memorandum of agreement partnership also contains a clause proving the date on which the agreement will take effect. Basically, the agreement takes effect upon signing by both parties and remains in effect for a specified period unless prematurely terminated. Further, neither party is allowed to transfer or assign all or any portion of the agreement without all the parties’ consent.
Moreover, the memorandum of understanding agreement may be renewed at the end of the specified period of operation. This is done by a mutual written agreement signed by all parties. Further, the provisions of the memorandum of agreement may only be waived or amended through a mutual written agreement by all parties. The parties that sign the memorandum of understanding on behalf of the rest are of significance. This is because they warrant and represents, without personal liability, that upon signing, the agreement will be valid. Hence it will be deemed duly executed by the entity that each of the parties represent.
- Termination
An effective sample memorandum of agreement partnership also contains a termination clause. It provides that any party can terminate the agreement and any other related agreement. Other documents that can be terminated include a budget and workplan. This can be done at any time and for any reasons. However, the sample memorandum of agreement partnership should be keen to specify the number of days required to give a written notice to the rest of the parties.
If any of the partners fails to perform any of the obligations under the memorandum of understanding, partners can terminate the agreement. They can also terminate any other related documents like the work plan and budget upon service of the written notice.
- Transfer of funds
To avoid any conflicts, a good sample memorandum of agreement partnership contains a clause on the transfer of funds. The parties agree and acknowledge that the memorandum of agreement does not establish funding or financial obligations on the parties. The term also outlines that such obligations shall only arise after the joint execution of subsequent agreements or workplan and budget. Such subsequent workplans or agreements and budgets are subject to the funding that is specifically available for the purposes outlined in the agreement. Further, all the funds of the partners are subject to the partners’ obligations to expend the partner’s funds. This is solely done according to the agreed-on budget and the items contained in the agreement.
- No joint venture
Despite the terms “partnership” and “partners”, some partners agree that they will not enter into a legal partnership. Hence the sample memorandum of agreement partnership rules out joint ventures or similar business arrangement. Partners are also barred from entering into commercial undertakings solely for monetary gain or profits. Further, partners are obliged to treat the arrangements under the agreement as a legal partnership. They are also bound to avoid any actions that are not consistent with their intentions.
- Resolution of disputes
Partners also agree the steps to take if any dispute arises amongst themselves that relates to the agreement. Precisely, they decide that the partners will first seek to resolve the disputes through informal discussion. If any of the disputes cannot be resolved informally within a specified period, partners agree on the route to take. For instances, such disputes can be negotiated or resolved through mediation. Moreover, the costs of a mediator can be shared among the partners equally. None of the partners waives their legal right to adjudicate the agreement in a legal forum.
- Entirety
This clause basically forms the last section of the memorandum of understanding agreement. It states that the agreement includes all annexes. It also clarifies that the agreement comprises the complete and entire understanding and agreement between the partners. Further, no amendment is effective unless it is signed by all the partners.
References
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