Memorandum of understanding for formation of joint-venture

Before entering into a formal joint venture agreement, this document can be utilised as a heads of agreement. Standard clauses are incorporated.

Sample

"A. ?A3? is frequently instructed to provide specialist business investigation, marketing, market research and business matching advice, including finding the right business, strategically linking clients with businesses seeking total or partial acquisition, and assisting in the development of the acquired organisation. ?A3? through its team of corporate strategists & advisers also provides specialist business investigation, marketing, market research and business matching advice, including finding the right business for its clients.

B. ?A6? is a business enabler and venture capitalist providing idea innovators and early entrepreneurs with the means to grow opportunities and early stage businesses to commercial reality by having a responsive, focused & competent team, sharing the responsibility for the success of our partner businesses. ?A6? is dedicated to the commercialisation of new business ventures and working with these businesses as they move to the next phase of commercialisation.

C. This Memorandum of Understanding (MOU) is to acknowledge a collaborative arrangement between ?A3? and ?A6? to define the relationship which incorporates the way the companies work together in supporting companies moving through the commercialisation and development phases of the business lifecycle.

1 TERM

This MOU commences on ....... and continues until terminated by the parties.

2. OBLIGATIONS OF THE PARTIES

2.1 During the term of this MOU, the parties, through their representatives and advisers, undertake to enter into good faith negotiations to explore their Manner of Participation in the Collaborative Arrangement of commercialising client businesses with the funding, people and management to proceed through the development stages of the businesses lifecycle

2.2 Other than by virtue of an arrangement entered into under the provisions of clause 3.1, nothing in this MOU binds a party to participate in a specific project or venture.

2.3 Either party referring a client business to the other Collaborative Arrangement party for commercialisation will split all placement fees receivable equally after allowing for agreed expenses of the Collaborative Arrangement. Professional fees other than placement fees will be covered by this splitting arrangement where expressly agreed.

3. INDEMNITY

3.1 Each party exercises its rights and obligations under this MOU at its own risk.

3.2 Each party (?the Indemnifier?) releases, indemnifies and holds harmless the other party (?the Indemnified?) from and against all actions, claims, proceedings or demands which may be brought against the Indemnified for any loss, injury or damage (whether personal or property) arising out of the exercise by the Indemnifier of its rights under this MOU and arising out of the negligence of wilful misconduct of the Indemnifier. "