![]() 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. This MOA may be amended from time to time by mutual agreement of the parties in a written modification signed by both parties.Ĥ. It is the intention of the parties that, where fault is determined to have been contributory, principles of comparative fault will be applied.Ģ.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.ģ. 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 Memorandum of 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. Each party takes legal and financial responsibility for the actions of its respective employees, officers, agents, representatives and volunteers. However, a memorandum of agreement is not legally binding if the document. ![]() It is recommended that you save the document to a location of your choice prior to viewing.It is mutually understood and agreed by and between the parties that:ġ. It contains the outline of the objectives, roles, and benefits of the arrangement. You will be asked what you want to do with the file. Once you have purchased access to the appropriate document folder click on the “Download Document” button below. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes. Any change or addition to the tender documents arising from the above agreements and recorded here, shall also be incorporated into the final draft of the. We have also included this MOU in the Heads of Terms and Contract Formation subfolder alongside various other types of template MOUs. Where either or both parties to the MOU are based outside the UK or any aspect of the supply arrangement will relate to any territory outside the UK, we recommend that you take professional legal advice about the proposed arrangements before entering into the MOU. Those notes deal with a number of important general issues relating to all Memoranda of Understanding, Heads of Terms, Letters of Intent, Term Sheets and similar pre-contract documents. Their task of drafting a definitive binding Supply of Goods Agreement should be quicker and easier if they have such a detailed MOU to work from, and hopefully that will be reflected in lower legal fees.īefore using this MOU template, we recommend that you read the Guidance Notes on Heads of Terms, Memoranda of Understanding, Letters of Intent and Term Sheets in the Heads of Terms and Contract Formation subfolder. Once both parties have agreed and signed the MOU, you can pass it to your legal advisers as your instructions to them. This detailed menu of heads of terms can serve as a convenient checklist to assist you to identify, negotiate and record in the MOU all of the points that should be covered by the parties in a full agreement. (a) This Agreement sets forth the entire understanding and agreement among he parties hereto with reference to the subject matter hereof and may not be modified. on an exclusive purchase basis ) and the option to require the customer not to resell any goods which compete with the supplier's goods (i.e. This Memorandum of Understanding (MOU) sets for the terms and understanding between the (partner) and the (partner) to (insert activity). This template contains numerous optional clauses (and alternative provisions within those clauses) from which you can select as appropriate.These include the option to require the customer to purchase the type of goods concerned exclusively from the supplier and not from any third party (i.e. It should also aid the process of focusing on and agreeing all of the important legal and commercial points that need to be dealt with by the definitive, binding, Supply of Goods Agreement which is to follow the MOU. Using an MOU such as this should help prevent misunderstandings. The MOU would then be followed by a binding detailed, definitive Supply of Goods Agreement under which a supplier sells goods to a business customer. This Memorandum of Understanding (Supply of Goods Agreement) (“MOU”) is designed to be signed as a preliminary non-binding heads of terms document.
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