1、MEMORANDUM OF UNDERSTANDINGBETWEEN *AND*1. General“MOU”shall mean the instant Memorandum of Understanding and its subsequent amendments, if any, made in terms of this Memorandum of Understanding.This MOU is entered by and between:1.1 *, herein after “Party A”, a company incorporated under the compan
2、y laws of P.R.China, whose Principal Place of Business is *;1.2 *, herein after “Party B”, a company incorporated under the company laws of *, whose Principal Place of Business is *.1.3 “Parties” shall mean Party A and Party B.1.4 WHEREAS, * is interested in the technologies, products, services and
3、total solutions in all links of solar energy and its relevant fields in Asia. THEREFORE, the Parties agree to jointly work together in the construction of all related projects in the scope of solar energy (hereinafter referred to as the “Projects”).1.5 This MOU may not be assigned, and it will inure
4、 to the benefit of the Parties and their respective successors. 2. PurposeThe purpose of this MOU is to provide a framework of cooperation and facilitate collaboration among the Parties, on a exclusive basis in the Projects. Party B will appoint Party A as its exclusive partner for all solar project
5、s undertaken in Rajamangala University of Technology Isan, Sakorn Nakorn Province.3. Duties and Responsibilities 3.1 The Parties agree to cooperate in the following areas of activity:A. B. C.3.2 Party A shall perform the following:A. B. C. D. E.3.3 Party B shall perform the following:A. B. C. D. 3.4
6、 The Parties agree that this present cooperation is built on mutual trust among the Parties and that none of the Parties shall do any acts that undermine the interests of the other Party at all times. Honest and frank disclosures of information of the Projects are required throughout the term of coo
7、peration which is formed of and in relation to this MOU among the Parties. A. The Parties shall, on a regular basis, keep each other informed of and consult during the progress and share information of and relating to the Projects truly and accurately.B. Consultation and exchange of information and
8、documents under this Article III shall be without prejudice to arrangements according to which certain information and documents may be required to be maintained confidential and being of restricted character. C. Each of the Parties shall at any time that deemed appropriate to request and convene me
9、etings for reporting and/or reviewing the progress of activities being carried out under this present MOU and for planning and implementing future activities.4. Implementation of the MOU 4.1 In order to implement the specific activities envisioned here under, the Parties shall conclude transaction a
10、greements, cost-sharing agreements etc. which shall specify the scope of work and costs or expenses, sales revenue or profit relating to the activity and how they will to be shared and/or borne by the Parties. The cost-sharing agreements shall specify in detail the expenses need to be invested durin
11、g the whole process of the Projects, including but not limited to the preparation, operation and finalization of the Projects.4.2 The costs of public relations activities relating to this MOU, that are not otherwise addressed by a specific cost-sharing agreement concluded here under, will be the res
12、ponsibility of each party independently.4.3 Each Party shall be responsible for its own acts and omissions in connection with this MOU and its implementation.5. Legal Status of the Parties upon entering into this MOU 5.1 None of the Parties shall use the name, logo, trade names or trademarks of the
13、other Parties or its subsidiaries, and/or affiliates, or any abbreviation of the aforesaid, for whatever purposes and in whatever manners, whether or not it is in connection with its business or otherwise, unless express prior written approval of the other Parties are obtained in each case of use wi
14、th terms to be agreed. And acknowledges that either party has no rights whatsoever to the intellectual property of the other. 5.2 Both parties acknowledge that they are familiar with dynamic political environment in the scope of cooperation and that none of the Parties shall be associated, whether d
15、irectly or indirectly and in whatever manner, with any political or sectarian causes in the scope of cooperation. If any Party did have any such association and/or causes in the scope of cooperation, that Party shall inform the other Parties immediately without delay. The Parties hereby agree that w
16、hen one Party has any political association and/or causes in the scope of cooperation, this shall be a legitimate reason for early termination, without compensation, by the other Parties of this MOU and of all other transaction agreements, cost-sharing agreements etc.6. Duration, Termination, Modifi
17、cation 6.1 The proposed cooperation under this MOU is exclusive and shall have duration of an initial period of one year, commencing _(dates) unless early termination according to clause 5.2 above or by either Party upon at least two months prior notice in writing to the other Parties. The Parties m
18、ay agree to extend the term of this MOU for a subsequent period(s) up to three years, unless otherwise mutually agreed in writing.6.2 In the event of termination of this MOU, the cost-sharing agreements and project documents concluded pursuant to this MOU shall also be terminated in accordance with
19、the termination provision contained in such agreements. In such case, the Parties shall take all necessary steps to ensure that the activities carried out under the MOU, the cost-sharing agreements and project documents will be promptly and orderly terminated.6.3 This MOU shall be amended by mutual
20、agreement in writing and duly executed by the Parties.7. Confidentiality 7.1 The parties acknowledge in the course of this MOU they will access to and/or be in possession of confidential information of the other. Confidential Information includes without limitation the terms of this MOU, any feasibi
21、lity report or document prepared in relation thereto plus all information identified by the disclosing party as proprietary and confidential. All confidential information shall remain the sole property of the disclosing party. 7.2 Each party shall hold in confidence in the same manner as it holds it
22、s own confidential information of like kind all confidential information of the other party which it may have accessed here under. Access to confidential information shall be restricted to those of the partys personnel with a need to know and end engage in a permitted use. 7.3 The foregoing shall no
23、t prohibit or limit any partys use of information (including, but not limiting to, ideas, concepts, know-how techniques and methodologies) (i) previously known to it (ii) independently developed by it (iii) acquired by it from a third party without continuing restriction on use (iv) which is, or pub
24、licly available through no breach of this MOU. 7.4 This Section shall survive and remain in force as between the parties notwithstanding termination of this MOU. 8. Good Faith In entering into these presents the parties hereto recognize that it is impracticable to made provisions for every contingen
25、cy that may arise in the course of the performance thereof. Accordingly, the Parties hereto declare it to be their interest that these presents shall operate between them with fairness and without detriment to the interest of any of them and if in the course of the performance of these presents unfa
26、irness to any party is disclose or anticipated then the Parties hereto shall use their best endeavors to agree upon such action as may be necessary and equitable to remove the cause or causes of the same. 9. Notices and Addresses 9.1 All notices or other communications required or permitted to be gi
27、ven pursuant to or in reference to this MOU shall be in writing and shall be valid and sufficient if delivered or dispatched by registered mail, courier, personal delivery or fax (email NOT accepted) as the case may be, to the Party at the address set forth below in this MOU or as from time to time
28、updated by each Party. Notice given as herein provided shall be deemed to have been served (i) in the case of personal delivery at the time when the notice is left at the addressees address as stated herein below or its last known address; or (ii) in the case of delivery by registered mail or courie
29、r on the seventh (7th) day after posting; or (iii) upon confirmation (as generated by the fax machine) of correct transmission to the recipients fax machine.9.2 No waiver or amendments or modifications of any term or clause in this MOU shall be binding upon the Parties unless it is in writing duly e
30、xecuted by the Parties hereto or their authorized representatives. For Party A: For Party B: Attention: Mr. Attention: Mr.10. Governing Laws and Jurisdiction and Settlement of Disputes 10.1 This MOU is legally binding to the Parties.10.2 This MOU shall be governed and construed in accordance to the
31、laws of (Country). 10.3 The Parties shall use their best efforts to enter into friendly negotiation and settlement amicably of any dispute, controversy or claim arising out of this MOU (the “Dispute”) within Sixty (60) days from the date that one Party sending requests for such a negotiation. If the
32、 Parties amicably settled the Dispute by themselves, they shall enter into a settlement agreement in writing and to be duly executed by the Parties. If the Parties genuinely attempted negotiation but failed to reach any settlement terms, either Party may submit the Dispute for arbitration as stated
33、herein below.10.4 With regard to any dispute in relation to this MOU or its interpretation, a competent Court in （Location ） within the jurisdiction of (Country) shall hear and determine the same. 10.5 The language to be used in the arbitral proceedings shall be in English language.11. Entry into Fo
34、rce This MOU may be signed in counterparts, each of which shall be deemed an original and both of which duly executed shall constitute one entire document, and shall enter into force and effect on the date (“Effective Date”) when it is duly signed by all the Parties.IN WITNESS WHEREOF, the duly authorized representatives of the Parties affix their signature below. EXECUTION PAGEFor and on behalf _ _ Authorized SignatureName: _Title: _Date: _For and on behalf _ _ Authorized SignatureName: _Title: _Date: _
