Memorandum of Understanding - Template, Sample Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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MEMORANDUM OF UNDERSTANDING
(NON-BINDING)
THIS MEMORANDUM OF UNDERSTANDING (this "MOU") is made on ________ (the "Effective Date").
BETWEEN
________, ________, with registration/identification number ________ and Tax Identification Number ________, of the following address:
________ (the "First Party"); and
AND
________, ________, with registration/identification number ________ and Tax Identification Number ________, of the following address:
________ (the "Second Party").
The First Party and the Second Party are hereinafter referred to individually as a "Party" and collectively as the "Parties".
RECITALS
A. The Parties are desirous of exploring a collaboration in connection with the Purpose more particularly described in this MOU.
B. The Parties wish to record their mutual understanding and general intentions, subject to the terms and conditions set out herein, in anticipation of a definitive agreement.
NOW IT IS HEREBY RECORDED AND AGREED AS FOLLOWS:
1. PROJECT AND PURPOSE
1.1. The Parties intend to work together on the following project: ________ (the "Project").
1.2. The purpose of this MOU is as follows:
________ (the "Purpose").
2. DURATION OF THE MOU
2.1. This MOU and the Project shall commence on ________.
2.2. Subject to the provisions on termination herein, this MOU shall remain in effect until the earlier of (a) the execution of a definitive written agreement between the Parties, (b) ________, or (c) termination by either Party in accordance with this MOU.
3. NON-BINDING NATURE
3.2. This MOU establishes the broad framework of the Parties' intended cooperation but does not impose formal contractual commitments to proceed with the Project. The Parties may negotiate and modify its terms at their discretion prior to executing a definitive contract, and such negotiations or modifications shall not give rise to legal obligations until incorporated into a final written and duly executed agreement.
4. ROLES AND CONTEMPLATED RESPONSIBILITIES OF THE PARTIES
4.1. In relation to the Project, the First Party is expected to undertake the following:
________
4.2. In relation to the Project, the Second Party is expected to undertake the following:
________
5. GENERAL UNDERSTANDINGS OF THE PARTIES
Notwithstanding the non-binding nature of this MOU, the Parties shall endeavour to:
(I) act in the utmost good faith and use their reasonable endeavours to advance the Purpose;
(II) observe the terms and understandings recorded in this MOU;
(III) communicate promptly and transparently regarding any issues, concerns, or developments relevant to the Project;
(IV) comply with all applicable laws, regulations and industry standards relevant to the activities contemplated herein, including the Nigeria Data Protection Act 2023 in respect of any personal data processed in connection with the Project; and
(V) do all such things ancillary or incidental to the Purpose as may reasonably be necessary for the effective progress of the Project.
6. CONFIDENTIALITY
6.1. The Parties acknowledge that, in connection with this MOU, each may disclose to or receive from the other certain confidential or proprietary information and materials ("Confidential Information"), and either Party may be the disclosing or the receiving Party.
6.2. Each Party undertakes to:
(I) keep the Confidential Information secret and secure at all times;
(II) not disclose the Confidential Information, in whole or in part, to any third party without the prior written consent of the disclosing Party;
(III) not use the Confidential Information for any purpose other than the Purpose; and
(IV) take proper and reasonable measures to safeguard the confidentiality of the Confidential Information.
6.4. Where personal data is disclosed, the receiving Party shall process such data strictly in accordance with the Nigeria Data Protection Act 2023 and any regulations issued by the Nigeria Data Protection Commission.
6.5. This confidentiality obligation applies to all Confidential Information whether provided before, on or after the Effective Date, and shall survive and remain in force for a period of twelve (12) months following the termination or expiration of this MOU.
7. TERMINATION
7.1. Either Party may terminate this MOU at any time before the conclusion of the Project if:
(I) any event or circumstance, whether financial or otherwise, arises that renders the Project impracticable or impossible to pursue;
(II) a Party is reasonably dissatisfied with the performance of the other Party, in which case the dissatisfied Party may terminate and recover documented expenses properly incurred up to the date of termination; or
(III) the other Party commits a material breach of any binding provision of this MOU which, if capable of remedy, remains uncured for thirty (30) days following written notice specifying the breach.
7.2. Notwithstanding Clause 7.1, either Party may terminate this MOU at any time and for any reason before completion of the Project by giving not less than thirty (30) days' prior written notice to the other Party.
7.3. Upon termination of this MOU for any reason:
(I) each Party shall promptly cease all activities relating to the Project;
(II) each Party shall, at the disclosing Party's option, return or securely destroy any Confidential Information or materials provided by the other Party;
(III) termination shall not relieve either Party of any obligation or liability accrued prior to termination; and
(IV) provisions which by their nature should survive termination shall survive, including without limitation confidentiality, indemnity, intellectual property, governing law and dispute resolution.
7.4. Any notice under this Clause shall be in writing and deemed effective upon receipt where delivered personally, by courier, by registered post, or by electronic mail to the addresses set out in this MOU or such other address as a Party may notify in writing.
8. LIABILITY AND INDEMNITY
8.1. Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other Party (the "Indemnified Party"), its officers, employees, agents and representatives from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach by the Indemnifying Party of its binding obligations under this MOU.
8.2. The Indemnifying Party shall be liable for any loss, damage or injury caused by its negligence, wilful misconduct, or failure to comply with applicable laws and regulations in the performance of its responsibilities under this MOU.
8.3. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim or demand in respect of which indemnification may be sought, and shall provide reasonable cooperation in the defence or settlement of such claim.
8.4. The Indemnifying Party shall not settle or compromise any claim in a manner that imposes any obligation or liability on the Indemnified Party without the prior written consent of the Indemnified Party.
8.5. Save in respect of liability arising from fraud, death or personal injury, neither Party shall be liable to the other for any indirect, incidental, consequential or punitive damages arising out of or in connection with this MOU.
8.6. Each Party shall bear its own costs and expenses incurred in connection with this MOU, except as otherwise expressly provided herein.
8.7. Neither Party shall be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, war, civil unrest, fire, flood, epidemic, governmental action, or other force majeure events.
8.8. The provisions of this Clause shall survive the termination or expiration of this MOU.
9. EXCLUSIVITY
9.1. During the term of this MOU and for a period of ________ following its termination or expiration (the "Exclusivity Period"), neither Party shall, without the prior written consent of the other Party, engage in any transaction substantially similar to and competing with the Project, including seeking, soliciting, entertaining or pursuing such transactions.
9.2. The Parties shall not discuss, negotiate or enter into any agreement with any third party regarding the Project unless all Parties provide express written authorisation.
9.3. Any violation of this Clause shall constitute a material breach entitling the non-breaching Party to terminate this MOU without prejudice to any other rights or remedies available under this MOU or applicable law.
10. INTELLECTUAL PROPERTY
10.1. Joint Intellectual Property: All intellectual property jointly created or developed during the term of this MOU for the execution of the Project, including inventions, designs, software, trademarks, copyrights, proprietary information and associated documentation (the "New IP"), shall be jointly owned by the Parties unless otherwise agreed in writing.
10.2. Use of Joint IP: Each Party is granted a non-exclusive, royalty-free licence to use the New IP solely for the execution of the Project. Where a Party seeks to exploit the New IP beyond the scope of this MOU, it shall notify the other Party in writing and the Parties shall negotiate terms in good faith.
10.3. Pre-existing IP: Each Party shall retain ownership of all intellectual property it possesses or controls as at the Effective Date, including any intellectual property developed or created by it individually without contribution from the other Party.
10.4. The provisions of this Clause shall survive the termination or expiration of this MOU.
11. GOVERNING LAW
This MOU shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
12. DISPUTE RESOLUTION
12.1. The Parties shall use their best endeavours to amicably settle any dispute, controversy or difference arising out of or in connection with this MOU through good faith negotiation between authorised representatives of the Parties.
12.2. Where the dispute is not resolved by negotiation within thirty (30) days, the Parties shall refer the dispute to mediation. The Parties acknowledge that mediation is voluntary and either Party may withdraw at any time. The Parties shall jointly appoint one or more mediators, who shall facilitate a collaborative resolution and shall not render any binding ruling.
12.3. Any dispute not resolved by mediation shall be finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023. The arbitral tribunal shall comprise ________ arbitrator(s) appointed by agreement of the Parties, the seat of arbitration shall be ________, and the language of the arbitration shall be English.
12.4. The arbitral award shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction in Nigeria.
12.5. Nothing in this Clause shall preclude either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.
13. MISCELLANEOUS
13.1. Variation: No variation of this MOU shall be effective unless made in writing and signed by or on behalf of each Party.
13.2. Headings: Headings are for convenience only and shall not affect the construction of this MOU.
13.3. Counterparts: This MOU may be executed in counterparts, each of which shall constitute an original and together shall constitute one instrument.
13.4. Entire Understanding: This MOU, together with any addendum hereto, constitutes the entire understanding between the Parties and supersedes all prior written or oral communications relating to its subject matter.
13.5. Assignment: Neither Party shall assign or transfer any of its rights or obligations under this MOU without the prior written consent of the other Party.
13.6. Enurement: This MOU shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
13.7. Cumulative Rights: The rights of the Parties are cumulative and not exclusive of any rights provided by law, save as otherwise stated herein.
13.8. Waiver: Any waiver must be in writing and signed by the Party granting it. No delay or omission in exercising any right shall operate as a waiver of that or any other right.
13.9. Severability: If any provision of this MOU is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.10. Further Assurance: Each Party shall execute such documents and take such steps as may reasonably be necessary to give effect to the provisions of this MOU.
13.11. Notices: All notices shall be in writing and delivered to the addresses set out above or such other address as a Party may notify in writing.
IN WITNESS WHEREOF the Parties have executed this MOU the day and year first above written.
SIGNED by the within named First Party ________
Name of Authorised Signatory: ________
Designation: ________
___________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within named Second Party ________
Name of Authorised Signatory: ________
Designation: ________
___________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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