MOU template合作备忘录英文模版
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MEMORANDUM OF UNDERSTANDING
This
MEMORANDUM OF UNDERSTANDING is made the_____ day
of ______
2010 by and between:
(1)
(2)
1
1.1
[Enter Company’s Name]
with a registered office at (“Company’s short
name”).
PURPOSE
This Memorandum of
Understanding (“MOU”) documents the intent and
basis
for the initial collaboration
preparatory to entering into formal written
binding
agreements should both parties decide
to do so following completion of the
initial
collaboration.
SCOPE OF COOPERATION BUSINESS
MODEL
EXPENSES (SUBJECT TO
COMMERCIAL ARRANGEMENT, NRE AND
ROYALTY MAY
APPLY)
Except as otherwise agreed in writing
by the parties, each party shall pay and
assume entire responsibility for their
respective costs and expenditures
whatsoever
incurred in connection with their activities under
this MOU.
Under no circumstances shall either
Party be liable to the other for any costs
or
damages of any kind, including without limitation,
incidental, consequential,
special or
speculative damages, lost of profits or loss of
business, in
connection with not moving
forward to conclusion of binding legal agreements
between the Parties.
PUBLICITY
Neither
party shall disclose to any third party nor
publish in any manner or to
any extent the
existence of, nor their activities under, this MOU
without the
prior written agreement of the
other party. Neither party shall incorporate or
make use of any form of the other party’s
identity, including, but not limited to,
its
name, logos, insignias, products, brands and trade
marks, in any form of
publication, press
release, advertisement, publicity, or other
announcement
without the other party’s prior
written consent.
[Enter Company’s Name] with a
registered office at (“Company’s short name”).
2
2.1
2.2
2.3
3
3.1
3.2
4
5 CONFIDENTIALITY
All
information disclosed by either party under or in
connection with this MOU
shall be treated by
the receiving party as confidential and shall be
protected
as such under the terms and
conditions of the Non Disclosure Agreement
entered into between the parties on MD, 2005
6 INTELLECTUAL PROPERTY
All intellectual
property, including copyrights, patents, patent
applications,
trademarks and other
intellectual property shall remain the property of
the
originating party or its licensors. Each
party shall retain all rights, title and
interest in its intellectual property and
neither party grants the other party any
rights to use its intellectual property unless
and until otherwise provided in a
written
agreement signed by the Parties.
7 TERM AND
TERMINATION
This MOU shall come into affect
upon signature by both parties and shall
continue for a period of twelve (12) months
unless terminated earlier by either
party
giving to the other not less than thirty (30) days
written notice of
termination. Upon expiry or
termination of this MOU each party shall return to
the other at their written request all
materials and information (along with all
copies thereof) supplied by the requesting
party.
8 THIRD PARTY RIGHTS
Nothing in
this MOU confers any benefit on any third party or
right to enforce
any benefit by any third
party under applicable law.
9 LEGAL EFFECT
Except for the provisions of clauses 3
Expenses, 4 Publicity, 5 Confidentiality,
6
Intellectual Property, 7 Term,8 Third Party
Rights, 9 Legal Effect, and 10
Applicable Law,
this MOU is not legally binding but serves only as
an
expression of the basic principles for the
planning and implementation of a
relationship
between the parties and does not itself otherwise
constitute a
legal agreement and shall not
otherwise create any legal obligations rights or
liabilities for either party, including the
obligation to continue negotiating in
good
faith. No further obligations, rights or
liabilities shall be binding on either
party
unless expressed in a formal written agreement
signed by both parties.
Additions to this MOU
shall only be valid if made in writing.
10
APPLICABLE LAW
This MOU and its terms are
governed in all respects by the laws of China
without regard to its conflicts of laws
principles and the parties accept the
jurisdiction and rules of Beijing Arbitration
Commission for dispute resolution.
Company
Signed: __________________
Name: ___________________
Position:
_________________
Company
Signed: _________________
Name:
_________________
Position: ________________
MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING is made
the_____ day of ______
2010 by and between:
(1)
(2)
1
1.1
[Enter
Company’s Name] with a registered office at
(“Company’s short name”).
PURPOSE
This
Memorandum of Understanding (“MOU”) documents the
intent and basis
for the initial collaboration
preparatory to entering into formal written
binding
agreements should both parties decide
to do so following completion of the
initial
collaboration.
SCOPE OF COOPERATION BUSINESS
MODEL
EXPENSES (SUBJECT TO
COMMERCIAL ARRANGEMENT, NRE AND
ROYALTY MAY
APPLY)
Except as otherwise agreed in writing
by the parties, each party shall pay and
assume entire responsibility for their
respective costs and expenditures
whatsoever
incurred in connection with their activities under
this MOU.
Under no circumstances shall either
Party be liable to the other for any costs
or
damages of any kind, including without limitation,
incidental, consequential,
special or
speculative damages, lost of profits or loss of
business, in
connection with not moving
forward to conclusion of binding legal agreements
between the Parties.
PUBLICITY
Neither
party shall disclose to any third party nor
publish in any manner or to
any extent the
existence of, nor their activities under, this MOU
without the
prior written agreement of the
other party. Neither party shall incorporate or
make use of any form of the other party’s
identity, including, but not limited to,
its
name, logos, insignias, products, brands and trade
marks, in any form of
publication, press
release, advertisement, publicity, or other
announcement
without the other party’s prior
written consent.
[Enter Company’s Name] with a
registered office at (“Company’s short name”).
2
2.1
2.2
2.3
3
3.1
3.2
4
5 CONFIDENTIALITY
All
information disclosed by either party under or in
connection with this MOU
shall be treated by
the receiving party as confidential and shall be
protected
as such under the terms and
conditions of the Non Disclosure Agreement
entered into between the parties on MD, 2005
6 INTELLECTUAL PROPERTY
All intellectual
property, including copyrights, patents, patent
applications,
trademarks and other
intellectual property shall remain the property of
the
originating party or its licensors. Each
party shall retain all rights, title and
interest in its intellectual property and
neither party grants the other party any
rights to use its intellectual property unless
and until otherwise provided in a
written
agreement signed by the Parties.
7 TERM AND
TERMINATION
This MOU shall come into affect
upon signature by both parties and shall
continue for a period of twelve (12) months
unless terminated earlier by either
party
giving to the other not less than thirty (30) days
written notice of
termination. Upon expiry or
termination of this MOU each party shall return to
the other at their written request all
materials and information (along with all
copies thereof) supplied by the requesting
party.
8 THIRD PARTY RIGHTS
Nothing in
this MOU confers any benefit on any third party or
right to enforce
any benefit by any third
party under applicable law.
9 LEGAL EFFECT
Except for the provisions of clauses 3
Expenses, 4 Publicity, 5 Confidentiality,
6
Intellectual Property, 7 Term,8 Third Party
Rights, 9 Legal Effect, and 10
Applicable Law,
this MOU is not legally binding but serves only as
an
expression of the basic principles for the
planning and implementation of a
relationship
between the parties and does not itself otherwise
constitute a
legal agreement and shall not
otherwise create any legal obligations rights or
liabilities for either party, including the
obligation to continue negotiating in
good
faith. No further obligations, rights or
liabilities shall be binding on either
party
unless expressed in a formal written agreement
signed by both parties.
Additions to this MOU
shall only be valid if made in writing.
10
APPLICABLE LAW
This MOU and its terms are
governed in all respects by the laws of China
without regard to its conflicts of laws
principles and the parties accept the
jurisdiction and rules of Beijing Arbitration
Commission for dispute resolution.
Company
Signed: __________________
Name: ___________________
Position:
_________________
Company
Signed: _________________
Name:
_________________
Position: ________________