法律英语 II MOU Template E.DOC

《法律英语 II MOU Template E.DOC》由会员分享，可在线阅读，更多相关《法律英语 II MOU Template E.DOC（5页珍藏版）》请在得力文库 - 分享文档赚钱的网站上搜索。

1、仅供教学参考，并非法律建议。仅供教学参考，并非法律建议。版权所有版权所有 内部资料-翻印必究DATEParty A NameANDParty B NameMEMORANDUM OF UNDERSTANDINGC.11-1仅供教学参考，并非法律建议。仅供教学参考，并非法律建议。版权所有版权所有 内部资料内部资料-，翻印必究，翻印必究1This Memorandum of Understanding (“MOU“) is entered into on date by and between Party A name, Party A entity form established and exi

2、sting under the laws of China, with its legal address at address (hereinafter referred to as “Party A“), and Party B name, Party B entity form organized and existing under the laws of Party B jurisdiction of incorporation with its legal address at address (hereinafter referred to as “Party B“). Part

3、y A and Party B shall hereinafter be referred to individually as a “Party“ and collectively as the “Parties“.PRELIMINARY STATEMENT(A)Description of Party A.(B)Description of Party B. (C)Description of contemplated transaction (“Project“). (D)The Parties agree that before any implementation of the Pr

4、oject, the Parties are required to procure corporate approvals and to enter into formal binding contracts (the “Contracts“), the terms of which are to be discussed and agreed to between the Parties.(E)Subject to the subsequent negotiation and execution of the Contracts, the Parties wish to record in

5、 this MOU the current status of the Project.THEREFORE, the Parties hereby agree as follows:1.Matters on which the parties have reached preliminary understanding Describe matters on which the parties have reached preliminary understanding2.Matters on which the parties intend to conduct further negoti

6、ation Describe matters on which the parties intend to conduct further negotiation3.Steps to be taken by the parties after signing of the MOU3.1The Parties will in good faith within the next _ days following the signing of this MOU negotiate the terms and conditions of the Contracts. Describe other s

7、teps to be taken4.Confidential information4.1From time to time prior to and during the term of this MOU either Party (“disclosing Party”) has disclosed or may disclose to the other Party (“receiving Party”) business, marketing, technical, scientific or other information which, at the time of disclos

8、ure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgement, to be confidential (“Confidential Information“). The receiving Party shall, during the term of this MOU and for _ ye

9、ars thereafter:(a)maintain the confidentiality of Confidential Information;C.11-2仅供教学参考，并非法律建议。仅供教学参考，并非法律建议。版权所有版权所有 内部资料内部资料-，翻印必究，翻印必究2(b)not to use Confidential Information for any purpose other than those specifically set out in this MOU; and(c) not disclose any such Confidential Information to

10、 any person or entity, except to its employees or employees of its Affiliates, its agents, attorneys, accountants and other advisors who need to know such information to perform their responsibilities and who have signed written confidentiality contracts containing terms at least as stringent as the

11、 terms provided in this Article _.4.2The provisions of Article _.1 above shall not apply to information that:(a)can be shown to be known by the receiving Party by written records made prior to disclosure by the disclosing Party;(b)is or becomes public knowledge otherwise than through the receiving P

12、artys breach of this MOU; or(c)was obtained by the receiving Party from a third party having no obligation of confidentiality with respect to such information.4.3Upon the expiration or termination of this MOU, and in any event upon the disclosing Partys request at any time, the receiving Party shall

13、 (i) return to the other Party, or at the disclosing Partys direction destroy, all materials (including any copies thereof) embodying the other Partys Confidential Information and (ii) certify in writing to the other Party, within ten days following the other Partys request, that all of such materia

14、ls have been returned or destroyed.5.Public announcementsNeither Party shall make any announcement or disclosure concerning the MOU without the other Partys prior written consent except as may be reasonably required by law.6.Intellectual property rightsBoth Parties acknowledge that they do not acqui

15、re any right in or any intellectual property rights (including without limitation, copyright, trademark, trade secret, know-how) of the other Party under this MOU.7.Amendment of MOUThe terms and conditions of this MOU shall be amended only by mutual written consent between the Parties.8.Binding/Non-

16、binding clauses of MOUThe Parties acknowledge that, other than Clauses _, 4 through 13 (inclusive) which are binding on the Parties, this MOU does not constitute a binding or enforceable agreement or contract or create an obligation on the part of either Party to do any act either expressly referred

17、 to or contemplated by this MOU. 9.Assignability of MOUC.11-3仅供教学参考，并非法律建议。仅供教学参考，并非法律建议。版权所有版权所有 内部资料内部资料-，翻印必究，翻印必究3A party may not assign this MOU to any third party without the written consent of the other party.10.Party responsible for its own costsExcept as may be provided under this MOU, each

18、 Party is responsible for its own costs incurred in performing the activities contemplated by this MOU.11.No consequential damagesNo Party is liable for any indirect, special or consequential loss or damage or any loss or damage due to loss of goodwill or loss of revenue or profit arising in connect

19、ion with this MOU.12.Effectiveness and termination of MOUThis MOU shall come into force on signature by both Parties and shall continue in effect until the earliest to occur of:(a)the replacement of this MOU with a Contract or further agreement;(b)anytime without cause upon providing a one (1) month

20、 prior written notice of one Party to the other Party; or (c)_ days from the signing of this MOU.Clauses 4, 5, 9, 10, 11, 12 and 13 shall survive the termination of this MOU.13.Governing Law and ArbitrationThis MOU shall be governed by the laws of _. In the event that any dispute between the Parties

21、 arising in connection with this MOU cannot be resolved within a period of thirty (30) days on the basis of mutual consultation, then either of the Parties may refer such dispute to arbitration institution for arbitration in language under the arbitration rules.IN WITNESS WHEREOF, each of the Partie

22、s hereto has caused this MOU to be executed by its duly authorized representative on the date first set forth above.C.11-4仅供教学参考，并非法律建议。仅供教学参考，并非法律建议。版权所有版权所有 内部资料内部资料-，翻印必究，翻印必究4Party A nameParty B nameBy: _By: _Name:Party A rep nameName: Party B rep nameTitle:Party A rep positionTitle: Party B rep positionNationality: ChineseNationality: Party B rep nationality