🀝Memorandum of Understanding

Version 1.2

About this Memorandum of Understanding (MoU)

This Memorandum of Understanding, hereinafter The MoU, is to be subscribed between

The IO Foundation,

hereinafter TIOF

with registration number TIOF Registration

hereinafter TIOF Registration

registered in TIOF Country

hereinafter TIOF Country

with official address TIOF Address

hereinafter TIOF Address

with official email

TIOF Email

hereinafter TIOF Email

and

Partner Name

hereinafter The Partner

with registration number Partner Registration

hereinafter The Partner's Registration

registered in Partner Country

hereinafter The Partner's Country

with official address Partner Address

hereinafter The Partner's Address

with official email

Partner Email

hereinafter Partner Email

hereinafter collectively called The Parties.

The Parties agree to the following relevant information:

Partner's Responsibilities

Partner Responsibilities

hereinafter The Partner's Responsibilities

TIOF's Responsibilities

TIOF Responsibilities

hereinafter TIOF's Responsibilities

hereinafter collectively called The Responsibilities.

Partner's Purposes Partner Purposes

hereinafter The Partner's Purposes

TIOF's Purposes TIOF Purposes

hereinafter TIOF's Purposes

hereinafter collectively called The Purposes.

The Parties agree on the following relevant dates:

Start of MoU

SOM Date

hereinafter The SoM Date

Signatures

For the Partner PartnerRepresentative Name PartnerRepresentative Title PartnerRepresentative Signature

For The IO Foundation TIOF Representative Name TIOF Representative Title TIOF Representative Signature

Signed on the

Signature Date

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 Purposes.

1. Terms of the MoU

The Parties wish to collaborate for the purposes of knowledge sharing, potential development of educational programs, explore opportunities for joint activities and training, and increasing exposure to the expertise each party brings in the areas of Communications and Multimedia Industry (CMI) development as described in The Purposes.

Roles and Responsibilities

The Parties will endeavor to set a joint agenda for the year in January of each year in aid of implementing the Purposes.

In addition to the foregoing, in aid of the Purposes, The Partner will engage in activities to support the annual agenda, such as described in The Partner's Responsibilities.

In addition to the foregoing, in aid of the Purposes, TIOF will engage in activities to support the annual agenda, such as described in TIOF's Responsibilities.

Term and Termination

The MoU shall be effective as of Start 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 unless terminated earlier by either party upon sixty (60) days’ written notice.

This MoU may nevertheless be terminated at any time by mutual consent of the parties, where either Party provides a one-month written notice of termination. 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.

Upon expiration or early termination, each party shall return to the other party all Confidential Information as defined in Section V hereof, and proprietary information, documents and reference material of the other party in its possession.

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 IV, V, and VI hereof.

Intellectual property rights

Each party or its licensor shall continue to own the intellectual property developed by it prior to or independently of this MoU.

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.

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.

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.

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.

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.

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 associated with this MoU.

Confidentiality

During the term of this MoU, each Party may disclose to the other its Confidential Information.

Confidential Information shall mean all information marked β€œConfidential” 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; (c) disclosed to the receiving party by a third party without an obligation of confidentiality; (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.

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. The receiving party shall further be responsible for the compliance of the foregoing by its employees or agents.

Representation and Warranties

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.

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.

Publicity

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.

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Additional provisions

The parties understand that nothing herein shall be construed as a binding contract between the parties. In the event the parties seek to enter into a binding contract such an agreement shall be recorded in a written agreement duly authorized representatives of the parties (β€œDefinitive Agreement”). The Definitive Agreement(s) shall include details of the engagement, any additional roles/responsibilities and specific work that needs to be performed by each of the parties. 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. 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. Further, MTSFB and 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.

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. 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.

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. This MOU is not a commitment of financial resources. 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. 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.

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.

Neither party shall assign or transfer this MOU without the prior written consent of the other party.

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 IV, V and VI of this MOU.

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.

Any notice under this MOU will be in writing 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. Notice will be effective on the date of confirmation of receipt.

Communications between the parties

The Parties have appointed liaison representatives. These two representatives will take charge of all interactions between the Parties. As of the signing date of this MoU, the appointment of the two liaison representatives is as follows:

MTSFB’s liaison representative to will be:

MTSFB Name: Zaleha Abu Bakar Designation: General Manager Address: MCMC Centre of Excellence, Off Persiaran Multimedia, Jalan Impact, 63000 Cyberjaya, Selangor Darul Ehsan, Malaysia Email: admin@mtsfb.org.my

’s liaison representative with MTSFB will be:

Name: Designation: Address:Email:

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1. About this Agreement

1.3 This Agreement can be made void by any of the parties with a prior notice of 1 month to be notified officially through email to TechUP at Techup Email.

By signing this Agreement, the Parties agree to comply with all the Terms.

Branding

Customer is allowed to use its own branding to configure the Instance and in any promotion campaign.

All promotions will have to include the β€œPowered by TechUp” logo, which TechUp will provide.

Commercialization and Subletting / Reselling

Customer can sell access to the Instance, for which it will use its own payment gateway, at the price of its choosing and shall keep all the proceedings.

Customer is authorized to sell virtual booths to other organizations, hereinafter The Vendors.

The Customer may charge at its sole discretion for this service to the Vendor.

The Customer shall pay TechUp for each virtual booth in accordance to the Pricing.

TechUp is allowed to refer Audience and Vendors if it deems it necessary and/or beneficial.

2. Services

Nature of Services

TechUp provides event hosting services through the Airmeet platforms, hereinafter The Platform.

The Customer has expressed interest in using its own instance of the Platform, hereinafter The Instance.

The Customer will Use the Platform solely for the Activities and in accordance to the Terms of this Agreement.

Features available in the Instance

The Customer will have access in its Instance to all the features that TechUp has over the Platform.

The Customer will be given a virtual booth for its use.

Management of the Instance

TechUp shall fully manage the Instance, taking responsibility for its Configuration and starting sessions or conferring Co-Host status to the corresponding Speaker when necessary.

TechUp shall also take care of managing its own virtual booth.

2.1 Setup of the Instance

2.1.1 Upon signature of this Agreement, TechUp will prepare a Configuration Template detailing all the information necessary to configure the Platform that will be sent to the customer on CITS Date.

2.1.2 Customer will submit all the Configuration information, hereinafter The Configuration, to TechUp no later than CICS Date. Failure to comply with the above will incur in the same delay of days to be added to PSD Date.

TechUp will configure the Instance in accordance to the Configuration no later than PSD Date. Failure to comply with the above will incur in the Penalties.

Once the Instance delivered, the Customer may request small touch-ups that won't exceed 2h of work. Any further touch up time will be charged as per HoW Price.

Booth configuration will be the responsibility of the Booth’s owner. The Customer may take upon this responsibility should that be agreed with the Vendor. TechUp may take upon this responsibility in accordance to the Pricing

Outreach and Promotion

Customer will be responsible for all marketing involved with the Instance.

TechUp is allowed to promote the Instance and reference it on its reports.

In accordance to xxx. any such promotions will carry the "Powered by TechUp" logo.

TechUp will have a booth in the Instance that will be entirely managed by it. The booth will serve as passive promotion for TechUp.

The IO Foundation will have a booth in the Instance that will be entirely managed by it. The booth will serve as passive promotion for The IO Foundation.

Execution

The Customer will ensure that the Speakers attend the Training Sessions.

The Customer will ensure that Speakers attend on time (10 minutes before the session) to receive their co-host status.

Data privacy and compliance

TechUp will not use the data of the Audience for any purpose (commercial or otherwise) except the necessary for the correct execution of the Services in the Instance.

All Parties will be responsible for the manipulation of the Audience's data in their possession and this in accordance to the applicable legislation.

TechUp provides a reference CoC. Customer may it or resort to its own custom CoC, which will need to be provided as part of the Configuration.

Customer will be responsible to enforce the Instance’s CoC. TechUp shall not be responsible for any breach of CoC.

Analytics

TechUp will provide Analytics to Customer on a monthly basis. Ad-hoc will be possible under reasonable circumstances.

Instance's Lifecycle

The Instance will be managed according to the following lifecycle:

  • Creation and Configuration

    Upon Payment and until PSD Date

  • Event Started and running

    From SoE date to EoE date

  • Event finalized and accessible for replay

    From EoE date to EAU date

  • Event archived

    From EAU onwards

Additional Services

Customer may want to use the following additional services for the purpose of marketing or to provide extra value to its Audience.

ServicePlatformPricing

Digital Certificates

Certopus

RM5 per PAX

SEO

Ranktracker

Consult with TechUp

Integrations

n8n / Pabbly / Integromat / IFFT

Consult with TechUp

SocMed automation

VBout

Consult with TechUp

EDM

VBout

Consult with TechUp

ShortURL

Bl.ink

RM5 per URL

Custom videos

Pictory

Consult with TechUp

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The IO Foundation