1、MEMORANDUM OF UNDERSTANDINGThis MEMORANDUM OF UNDERSTANDING is made the_ day of _ 2010 by and between:(1) Enter Companys Name with a registered office at (“Companys short name”).(2) Enter Companys Name with a registered office at (“Companys short name”).1 PURPOSE1.1 This Memorandum of Understanding
2、(“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. 2 SCOPE OF COOPERATION /BUSINESS MODEL2.12.22.33 EXPENSES (SUBJECT TO COMMERCIAL
3、ARRANGEMENT, NRE AND ROYALTY MAY APPLY)3.1 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.3.2 Under no circumstances shall e
4、ither 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.4
5、 PUBLICITYNeither 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 partys identity, in
6、cluding, 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 partys prior written consent.5 CONFIDENTIALITYAll information disclosed by either party under or in
7、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 M/D, 2005 6 INTELLECTUAL PROPERTYAll intellectual property, including copyrights, patents
8、, 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 prope
9、rty unless and until otherwise provided in a written agreement signed by the Parties.7 TERM AND TERMINATIONThis 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
10、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 RIGHTSNothing in this MOU confers any bene
11、fit on any third party or right to enforce any benefit by any third party under applicable law.9 LEGAL EFFECTExcept 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 l
12、egally 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, in
13、cluding 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 LAWThis 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 Company Signed: _ Signed:_Name:_ Name: _Position: _ Position: _
