🗒️Memorandum of Understanding with CFM
Version 1.3
1. About this Memorandum of Understanding (MoU)
1.1 Parties
This Memorandum of Understanding, hereinafter The MoU, is to be subscribed between
The IO Foundation (Mittetulundusühing The IO Foundation), | hereinafter TIOF |
with registration number 80549272 | hereinafter TIOF Registration |
registered in Estonia | hereinafter TIOF Country |
with official address Rataskaevu tn 2 Kesklinna linnaosa, Tallinn, Harju County, 10123 Estonia | hereinafter TIOF Address |
with official email Contact@TheIOFoundation.org | hereinafter TIOF Email |
represented by Jean F. Queralt | hereinafter TIOF PIC Name |
with role in the organization Founder & CEO | hereinafter TIOF PIC Role |
with official email JFQueralt@TheIOFoundation.org | hereinafter TIOF PIC Email |
and
Communications & Multimedia Consumer Forum of Malaysia (CFM) | hereinafter The Partner |
with registration number | hereinafter The Partner's Registration |
registered in
| hereinafter The Partner's Country |
with official address Level 5, MCMC Tower 2, Jalan Impact, Cyber 6, 63000 Cyberjaya, Selangor Darul Ehsan, Malaysia | hereinafter The Partner's Address |
with official email Enquiries@cfm.my | hereinafter Partner Email |
represented by
| hereinafter Partner PIC Name |
with role in the organization
| hereinafter Partner PIC Role |
with official email
| hereinafter Partner PIC Email |
hereinafter collectively called The Parties.
1.2 Purpose
The Parties agree to enter this MoU for the following purposes, in accordance to their respective mandates, which shall support at all times each Party's mission:
| hereinafter collectively called The Purposes. |
1.3 Commitments
The Parties agree to enter this MoU committing to the following:
Common Commitments
| hereinafter The Common Commitments |
Partner's Commitments
| hereinafter The Partner's Commitments |
TIOF's Commitments
| hereinafter TIOF's Commitments |
hereinafter collectively called The Commitments. |
Applicable jurisdiction Malaysia | hereinafter The Applicable Jurisdiction |
1.4 Signatures
For the Partner | |
For The IO Foundation
Jean F. Queralt
Founder & CEO | |
Signed on the
| hereinafter The Signature Date |
This non-binding MoU will enter in effect immediately from Signature Date, by and between:
The Partner, a company duly incorporated in The Partner's Country with registration number The Partner's Registration and having its registered address at The Partner's Address,
and
The IO Foundation, a non-profit duly incorporated in TIOF's Country with registration number TIOF's Registration and having its registered address at TIOF's Address.
The Parties enter voluntarily this MoU with the intention of achieving The Commitments guided by The Purposes.
By signing this Agreement, The Parties agree to comply with all the Terms.
2. Terms of the MoU
2.1 Objectives
2.1.1 The Parties wish to collaborate as described in The Purposes, while at all times diligently observing and implementing The Commitments.
2.2 Term, Updates and Termination
2.2.1 This MoU shall be effective as of The Signature Date and shall be valid for an initial term of two (2) years and upon expiry, it shall be automatically renewed for further two (2) years period successively.
2.2.2 This MoU may nevertheless be terminated at any time by mutual consent of the parties, where either Party provides a one-month (30 natural days) written notice of termination.
2.2.3 In any case of discontinuance, the parties will honor agreed commitments either via the accepted arrangements or suitable alternatives negotiated at that point under this MoU.
2.2.4 Upon expiration or early termination, each party shall return to the other party all Confidential Information as defined in Section 2.6 hereof, and proprietary information, documents and reference material of the other party in its possession.
2.2.5 All such obligations and terms of this MoU that are required to survive the expiration or early termination of this MoU shall survive such event including, but not limited to, those described in Sections 2.5, 2.6 and 2.7 hereof.
2.2.6 The Parties may introduce changes or updates to this MoU, which will be agreed upon by all Parties before the next automatic renewal.
2.2.7 In particular, The Parties are encouraged to review their respective Purposes and Commitments so as to adapt this MoU to new objectives and/or circumstances in the following cycle.
2.3 Communications between the parties
2.3.1 The Parties have appointed liaison representatives as described in Section 1.1
2.3.2 These two representatives will take charge of all interactions between The Parties. for all communications related to activities related to this MoU.
2.3.3 Any notice of termination or request for amendment of this MoU are to be communicated by the initiating Party, from their official email, to the other Party's official email with CC to all representatives.
2.3.4 Any notice under this MoU will be in writing by the initiating Party and delivered by hand or by registered mail, email, facsimile transmittal or an express mail with a confirmation of receipt, to the other Party at the registered office or as may be substituted by the notice.
2.3.5 Any notices will be effective on the date of confirmation of receipt.
2.4 Roles and Commitments
2.4.1 The Parties will endeavor to set a joint agenda for the year in January of each year in aid of implementing The Purposes.
2.4.2 In addition to the foregoing, and in aid of The Purposes, The Partner will engage in activities to support the annual agenda, such as described in The Partner's Commitments.
2.4.3 In addition to the foregoing, and in aid of the Purposes, TIOF will engage in activities to support the annual agenda, such as described in TIOF's Commitments.
2.5 Intellectual property rights
2.5.1 Each party or its licensor shall continue to own the intellectual property developed by it prior to or independently of this MoU.
2.5.2 By entering into this MoU, the parties undertake:
(a) Not to use each other’s intellectual property without the prior express written consent of the other,
(b) To ensure the confidentiality of such intellectual property of the other within its respective organizations, and
(c) Not to use each other’s intellectual property other than for the Purposes of this MoU.
2.5.3 The parties agree that neither of them shall gain by virtue of this MoU any rights of ownership or any other interest, right, or title to copyrights, patents, trade secrets, trade marks, or any other intellectual property rights owned by the other party.
2.5.4 Except as otherwise explicitly agreed between The Parties, any and all works developed in the course of performing obligations pursuant to this MoU and all new inventions, innovations, or ideas developed by a Party in the course of performance of its activities under this MoU will belong to that Party who develops the same.
2.5.5 To the extent such intellectual property is created, the owning Party shall grant a non-exclusive, worldwide, royalty-free license to the other Party for the use of the intellectual property solely in connection with the activities under this MoU.
2.5.6 If The Parties undertake any joint development in the course of providing services under this MoU, any such joint development will be governed by a separate agreement to be negotiated in good faith by the parties prior to the commencement of any joint development efforts.
2.5.7 Solely in connection with the activities related to this MoU and its Purposes, and subject to all applicable branding guidelines, each Party grants to the other Party a nonexclusive, worldwide, royalty free, revocable license to use its logo/trademarks in activities and communications associated with this MoU.
2.6 Confidentiality
2.6.1 For the purpose of this MoU, Confidential Information shall mean all information marked “Confidential” or under any similar legend indicating the confidentiality of the information or information which by its nature is confidential, except such information as is
(a) previously known to the receiving Party at the time of disclosure; or (b) independently developed by the receiving Party without reference to Confidential Information of the disclosing Party; or (c) disclosed to the receiving Party by a third party without an obligation of confidentiality; or (d) already in or subsequently part of the public domain (other than as a result of a breach of this MoU); or (e) required to be disclosed by the receiving Party by law, regulation, court order or other legal process.
2.6.2 During the term of this MoU, each Party may disclose to the other its Confidential Information.
2.6.3 The receiving Party shall hold such Confidential Information in strict confidence for the disclosing Party and shall not use it except in furtherance of the relationship set forth in this MoU, or except as it may be authorized by the disclosing Party in writing.
2.6.4 The receiving Party shall further be responsible for the compliance of the foregoing by its employees or agents.
2.7 Representation and Warranties
2.7.1 Each Party represents and warrants that such Party has all necessary corporate power and authority, respectively, to enter into this MoU and to perform its obligations hereunder.
2.7.2 Each Party warrants to the other Party that all materials, data, information and other assistance provided by it shall not, to the best of its knowledge, infringe third party intellectual property rights and agrees to hold the other Party fully indemnified and harmless and at all times keep the other Party indemnified against any loss, damages, costs and expenses including attorney’s fees, which may be incurred as a result of any action or claim that may be made or initiated against it as result of any action on the part of the first Party.
2.8 Publicity
2.8.1 All Parties will exchange, at the signature of this MoU, their corresponding Branding Kit / Media Kit.
2.8.2 Any press release, publicity or other promotional activity issued or engaged in by either Party regarding this MoU shall be reviewed and approved in writing by the other Party prior to release.
2.9 Data privacy and compliance
2.9.1 The Parties will be responsible for the manipulation, in accordance to the applicable legislation, of any user data obtained, or otherwise manipulated, resulting from this MoU.
2.9.2 TIOF observes a Code of Conduct for all of its activities.
2.9.3 The Partner may suggest the use of a different Code of Conduct for the activities co-organized with, but not limited to, TIOF for activities under this MoU. Such Code of Conduct will be agreed upon by all Parties on a separate document.
3. Additional provisions
3.1 Limitations and Changes of nature
3.1.1 The Parties understand that nothing herein shall be construed as a binding contract between them.
3.1.2 In the event that The Parties seek to enter into a binding contract such an agreement shall be recorded in a written agreement, hereinafter “Definitive Agreement”, duly authorized by The Representatives of The parties.
3.1.3 The Definitive Agreement(s) shall include details of the engagement, any additional roles/commitments and specific work that needs to be performed by each of The Parties.
3.1.4 The parties further understand that
(i) the activities intended by this MoU may not be successfully completed; and/or
(ii) the results achieved may not be as anticipated.
3.1.5 Except for breach of confidentiality obligations and intellectual property right infringement indemnification obligations, neither Party shall be liable for any indirect, punitive, special, incidental or consequential damages arising out of or in connection with this MoU, whether for breach of this MoU or in torts, including loss of business, data, revenue, profits or for any third party claims against the other whatsoever.
3.1.6 Further, The Parties acknowledge and agree that this MoU is a non-exclusive engagement and except as specifically agreed in a Definitive Agreement with respect to an activity, nothing contained herein shall be construed as preventing or restricting either Party from pursuing any opportunity with other entities without involving the other Party or to enter into similar alliance arrangements with other entities.
3.2 Contractual and Financial considerations
3.2.1 This MoU shall not be construed to be an agency or a partnership or joint venture or an employment relationship whether for tax or for any other purpose.
3.2.2 Neither Party shall be entitled to bind the other Party with any third Party by its actions, unless it has specifically obtained the prior written consent of such other Party to do so.
3.2.3 Each Party is an independent contractor, and no provision of this MoU grants either Party any express or implied right of authority to assume or create any obligations or responsibility on behalf of or in the name of the other Party, or bind the other Party in any manner or thing whatsoever.
3.2.4 This MoU is not a commitment of financial resources.
3.2.5 Any commitment by a Party to pay fees or other amounts to the other Party must be approved in writing, by the paying Party in advance.
3.2.6 Except as may be agreed by The Parties in an applicable Definitive Agreement(s), each Party will be responsible for all expenses incurred by such Party in connection with negotiation of this MoU and any promotion, marketing or other activities under this MOU. Each Party shall be liable to pay any tax attributable to it.
3.3 Governing Law
The laws of Malaysia shall govern this MoU. Both parties irrevocably submit to the exclusive jurisdiction of the Courts of Malaysia for any action or proceeding regarding this MoU including, but not limited to, those related to Sections 2.5, 2.6 and 2.8 of this MoU.
3.4 Final considerations
3.4.1 Each Party warrants to the other Party that in performing their duties required under this MoU, they will comply with the applicable law and shall take no action which constitutes a violation of applicable law and which would subject the other party to penalties under applicable law.
3.4.2 Neither party shall assign or transfer this MoU without the prior written consent of the other party.
3.4.3 This MoU supersedes all prior oral or written communication, discussions and representations communicated between the parties hereto in respect of the subject matter of this MoU. Any modification to this MoU shall only be made by way of a written document duly executed by representatives of both parties hereto.
End of the MoU
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