MEMORANDUM OF UNDERSTANDING
Executed at King Mongkut’s University of Technology Thonburi
Date 00 March 2000
This Memorandum of Understanding (hereinafter called ‘MOU’) is made between King Mongkut’s University of Technology Thonburi by Mr…………….., the President, with office located at 126 Prachautid Road, Bangkok, Thungkru, Bangkok 10140, Thailand (hereinafter referred to as ‘Licensor’)
and
…………….., Managing Director, LICENSEE ………………………….. With office located at ……………………………….., Malaysia (hereinafter referred to as ‘Licensee’).
Both parties agree to enter into this MOU as follows :
1. Definitions
‘Technology’ means technology, products, and processes on a Thai patent pending no. ……… which invention’s nameis ‘………………’, Filing dated 00th March 2000, and the ‘Licensor’ is a patent holder.
‘Know-how’ means trade secret and any confidential information relevant to ‘Technology’ licensing.
2. Objectives
The objectives of this ‘MOU’ is to license ‘Technology’ to ‘Licensee’ which its business cultivate the …………….. (hereinafter called ‘xxx’). ‘Licensee’ would like to apply ‘Technology’ to the ‘xxx’for producing all products from the ‘xxx’.
The inventors and expertise of the ‘Licensor’ will manage and install machines of ‘Technology’ to‘Licensee’.
3. Scope of License
‘Licensor’ grants to ‘Licensee’ a license to use ‘Technology’. The license shall be granted in accordance with the stated objectives and subject to certain restrictions :
- ‘Technology’ shall be applied to the ‘xxx’.
- Products and processes from ‘Technology’ of ‘Licensee’ shall be manufactured, processed, distributed, and sold by ‘Licensee’ in 5 (five) countries : Malaysia, Indonesia, Singapore, The Philippines, and Brunei (hereinafter called ‘Territory) in the specifications, directions, and information disclosed to ‘Licensee’ by ‘Licensor’.
- Representatives of the parties shall meet as necessary to review the progress of using ‘Technology’.
4. Term
The term of this ‘MOU’ is 3 (three) years commencing on……March 2000 and ending on …….March 2002. This ‘MOU’ can be renewed.
5. Royalty
In consideration for the license granted under this ‘MOU’, ‘Licensee’ agrees to pay a royalty to ‘Licensor’ for the amount of ……….. Baht (………………..Baht). Such royalty shall be divided into …………. Baht (……………. baht) paid by ‘Licensee’ to ‘Licensor’ from the outset of this ‘MOU’ and …………………… Baht (……………. Baht) on an annually basis during the term hereof as from the date of 00st January each year.
The payment of such royalty shall be made by electronic transmission to the Krung Thai Bank to be designated by ‘Licensor’ in Baht (or US dollars calculated at the exchange rate prevailing at the major banks in Bangkok, Thailand at the time of such remittance). ‘Licensor’ shall furnish ‘Licensee’ with the official receipts of withholding taxes on such royalty.
6. Confidentiality
Both parties shall maintain in confidence all confidential information identified as such received from the other party, whether of a technical or commercial nature. The party receiving such confidential information shall use such confidential information only in support of the objectives and shall not disclose any such confidential information to a third party or make any unauthorized use thereof, commercial or otherwise.
7. Governing Law, Jurisdiction and Venue
Any doubtful point deriving from this ‘MOU’ shall be construed and enforced in accordance with the laws of Thailand. Thailand shall have exclusive jurisdiction and venue over any disputes arising out of this ‘MOU’.
8. Breach and Termination
This ‘MOU’ may be terminated by either party in the event of a direct or indirect breach of its provisions, provided that the injured party shall first five a written notice to the other party and give that party a reasonable opportunity to remedy the breach. Either party may terminate this ‘MOU’ without cause at any time provided that the terminating party gives a written notice of intention to terminate at least 3 (three) months prior to termination.
9. Assignment
Each party agrees that it will not assign any right or obligation under this ‘MOU’ without the written consent of the other party.
This ‘MOU’ is made in two copies which have the same and accurate contents. In Witness Whereof, the parties have already read and understood all the contents of the ‘MOU’, and have signed their names in the presence of witnesses.
(Signed) ______Licensor
Mr…………………………….
(Signed) ______Licensee
Mrs…………………………….
(Signed) ______Witness
(______)
(Signed) ______Witness
(______)