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THIS MEMORANDUM OF UNDERSTANDING is made this ……………… DAY OF

………………….. 2018.

BETWEEN

……………………… having its principal place of business at ………………………….Lagos


(hereinafter referred to as "………….”) of the one part;

AND

……………………….. (hereinafter referred to as "……….") having its principal place of


business at…………………………………….Lagos (hereinafter referred to as "……………”)
of the other part.

…………………… shall hereinafter be referred to individually as "Party" and collectively as


"Parties", as may be applicable.

WHEREAS:

A. …………………………………………….

B. .………………………………………………

C. ……………………………………………….

D. In furtherance of the foregoing objective the Parties have agreed to enter into this
Memorandum of Understanding for the purpose of pooling their respective skills and
expertise on the terms and conditions hereinafter set forth.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 In this MOU, the following words and expressions shall, unless the context otherwise
requires, have the following meanings:
…………………………….
……………………………….
………………………………

1.2 Headings are used in this MOU for convenience only and shall not affect its construction
or interpretation.

2. COMMENCEMENT AND DURATION

This MOU shall come into force upon the date of its execution by the Party last signing it
and shall subsist for the period of 3 (three) months in the first instance. Thereafter subject
to the termination clause hereinafter set out it may be extended upon terms and conditions
to be mutually agreed by the Parties.

3. OBLIGATIONS OF THE PARTIES


…………………………

...................................

4. RELATIONSHIP BETWEEN THE PARTIES

Nothing in this MOU shall constitute one Party the agent or representative of the other
Party in any way and no authority or right is conferred on one Party by this MOU to
assume any obligation of any kind express or implied on behalf of the other Party or to
bind or commit the other Party in any way.

5. CONFIDENTIALITY

5.1 Each Party shall duly provide the other Party with the information that is necessary for
the other Party to work in the directions of cooperation agreed by the Parties, upon
condition that the provision of the mentioned information does not contradict the
appropriate legislation of the Federal Republic of Nigeria and does not violate any
existing confidentiality obligations.

5.2 All information acquired or provided by the Parties under this MOU remains confidential
and should not be disclosed to third parties without prior written consent of the other
Party.

6. NON CIRCUMVENTION/NON-COMPETE

The Parties shall use their best endeavours to promote the objective of this MOU and
both Parties will act in utmost good faith at all times.

7. REPRESENTATIONS AND WARRANTIES

Each of the Parties hereby represents and warrants that:


7.1 It has the authority and legal capacity to enter into this MOU.

7.2 It has not entered and shall not enter into any agreement, arrangement or understanding
with any third party that conflict or may conflict with the provisions of this MOU.

7.3 It is not under any disability, restriction or prohibition, which prevents it from performing
or adhering to any of its duties or obligations under this MOU.

8. NOTICE

All notices from one Party to the other shall be in writing and shall be personally
delivered or sent by registered mail, confirmed by prepaid air mail (return receipt
requested) or e-mail addressed as follows:

(a) TO ………

Attention…………..
Email……………………..

(b) TO………….
…………………………
………………………….
……………………………

Attention…………..
Email……………………..

9. BREACH OF THE MOU

Any party who commits a breach of the stipulations of this MOU shall remedy same
within 7 (seven) days after notice received from the other Party..

10. ASSIGNMENT

This MOU is not assignable in whole or in part by either Party hereto without the prior
written consent of the other.

11. WAIVER

No waiver by any Party of any breach by any other of any obligation, agreement or
covenant hereunder shall be deemed to be a waiver of that or any subsequent breach of
the same or any other covenant, agreement or obligation nor shall any forbearance by any
Party to seek a remedy for any breach by any other Party be deemed a waiver by such
Party of its rights or remedies with respect to such breach, unless such waiver is in each
case in writing duly executed by such Party.

12. DISPUTE RESOLUTION

All disputes or disagreement of any kind whatsoever between the Parties in connection
with or arising out of this MOU shall be settled in good faith by mutual discussions.

13. TERMINATION

Either party may terminate this MOU by giving 2 (two) weeks prior written notice to this
effect in the event of the other party's breach or non-performance of the provisions of this
MOU, subject to Clause 12.

14. GOVERNING LAW

This MOU shall be governed by and construed in all respects in accordance with the
Laws of the Federal Republic of Nigeria.

IN WITNESS WHEREOF BOTH PARTIES HAVE SIGNED THIS MOU ON THE


DATE, MONTH AND YEAR FIRST ABOVE WRITTEN

For……………………….:

Authorised Signatory
Name: ……………………………………………
Title: ………………………………………………

For…………..:
Authorised Signatory
Name: ………………………………………………
Title: ………………………………………………

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