MEMORANDUM OF UNDERSTANDING
Docket Number:
(for official use only)
This MEMORANDUM OF UNDERSTANDING ("MOU") is entered into as of this day of month/year by and between:
Academia Sinica, a government entity organized and existing under the laws of Republic of China having its principal office at No. 128, Section 2, Academia Road, Taipei 11529, Taiwan R.O.C. (“Sinica”); and
, a corporation organized and existing under the laws of having its principal office at (" ")
Academia Sinica and are hereinafter referred to collectively as the “Parties”.
WHEREAS, the Parties have entered into discussions to establish a joint business alliance and joint venture investment to engage in as defined below.
Through discussions and consultations between the Parties and subject to the terms and conditions set forth in this MOU, the Parties agree as follows:
1. The business scope of the alliance and investment includes . The parties agree to leverage this collaboration to achieve following major missions:
- To…
- To...
- To…
2. The Parties agree and understand that the points set out in this MOU and all other terms and conditions relating to the establishment of the business alliance and investment are subject to definitive written agreements which must be satisfactory in form and substance to all Parties and signed by duly authorized representatives of the Parties. Except for Clauses 3 and 4, nothing under any circumstances and/or under any law or legislation shall bind the Parties in any way or create liability between the Parties unless and until duly authorized representatives of the Parties execute such definitive written agreements.
3. Neither party shall disclose the MOU and any other related documents and the contents thereof to any third parties without the prior written consent of the other party. This Clause shall survive after one year of any termination or expiration of this MOU.
4. During the course of the discussions, each party discloses to other Confidential Information. Confidential Information shall mean all information designated “Confidential” or under any similar legend indicating the confidentiality of the information as disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) or any of its employees or agents of the Receiving Party, except such information as is previously known to the Receiving Party without an obligation of confidentiality or is publicly disclosed by the Disclosing Party either prior to or subsequent to the Receiving Party’s receipt of such information from the Disclosing Party.
The Receiving Party shall hold such Confidential Information in trust and confidence for the Disclosing Party and shall not use it except in furtherance of the relationship set forth in this MOU except as 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.
Upon termination or expiration of this MOU, and without prejudice to the generality of any provision of this MOU, the Receiving Party shall deliver to the Disclosing Party all papers or documents containing any Confidential Information.
This Clause may survive any termination or expiration of this MOU.
5. The Parties shall use their best efforts to negotiate in good faith to reach definitive written agreements within ninety (90) days of the signing of this MOU. In the event that the Parties cannot reach agreement on definitive written agreements by such date, the time to do so shall be extended upon mutual agreement of the Parties.
6. For the avoidance of doubt, each party shall bear its own costs and expenses that may be incurred in carrying out the intention under this MOU.
7. The MOU shall be construed and governed by the laws of the Republic of China.
Signed for and on behalf
Academia Sinica
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Signed for and on behalf
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