The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, its respective successors and assigns that occurs in connection with this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation. Each Party’s respective obligations under this clause will survive the termination or expiration of this Agreement and will continue after that Party ceases to participate in the Project.īoth the Parties represent that they are fully authorized to enter into this Agreement.Unless otherwise expressly agreed between the Parties, in the event that a particular Party generates, creates, contributes to, writes or produce an item of Project Intellectual Property, that Party shall retain any and all intellectual property rights in relation to that item of Project Intellectual Property.Unless otherwise expressly agreed between the Parties, nothing in this Agreement is intended to create any transfer or assignment of any intellectual property rights in relation to any Project Intellectual Property.In connection with each Party’s participation in the Project, each Party may respectively generate, create, contribute to, write or produce intellectual property (“Project Intellectual Property”).The Second Party will have the following obligations in relation to this Project:. The First Party will have the following obligations in relation to this Project:.Each Party agrees to cooperate in the spirit of mutual understanding and goodwill in order to develop Parties’ relationship with one another and in order to pursue the Purpose.The Parties hereby acknowledge and agree that they will each respectively perform all acts and execute all documents reasonably required in order to give effect to the terms of this Agreement.Notwithstanding anything, the Parties will act in good faith and will use their best endeavours to achieve the Purpose and to give effect to the terms of this Agreement.This Agreement shall commence upon the Effective Date, as stated above, and will continue until. The Agreement shall in no way obligate either Party to supply funds.This Agreement is not intended to create any rights, benefits and/or trust responsibilities by or between the Parties.The Parties shall mutually contribute and take part in any and all phases of the planning and development to the fullest extent possible.It is not the intent of this Agreement to restrict the Parties to this Agreement from their involvement or participation with any other public or private individuals, agencies or organizations.The Parties shall work together in a cooperative and coordinated effort so as to bring about the achievement and fulfillment of the Purpose of the Agreement.The Project has the following purpose (“the Purpose”).The Parties intend to investigate the prospect of working together and/or to actually work together, on a project which will be referred to as (“the Project”).NOW THEREFORE IN CONSIDERATION OF, the premises and mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Each Party respectively is expected to act in good faith in accordance with this Agreement.This Agreement sets out the initial relationship between the Parties as well as the respective rights and responsibilities of each Party.The Parties are interested in working together in connection with the Purpose which is described in this Agreement.This Memorandum of Understanding (the “Agreement”) is entered into and made valid upon signature by both Parties. The First Party and the Second Party is referred to individually as “Party” and collectively as the “Parties.”
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