and cooperation
MEMORANDUM
ABOUT MUTUAL UNDERSTANDING AND
COOPERATION
Customer:
____________________________________
Supplier:
BIOOIL Solution Consortium consisting of:
ITC Solutions AG; IBP GmbH; RELUX Umwelt GmbH; STREICHER Anlagenbau GmbH & Co. KG; DORSCH Group; DECPM Group
Brandenburg FROM Kirchmöser
2011
________________________________________________________________________________ hereinafter referred to as the Customer, Party 1 represented by ____________________________________________________
Acting on the basis _________________________________________________________,
ConsortiumBIOOILsolution composed of: ITCsolutionAG;IBPGmbH;RELUXUmweltGmbH;STREICHERAnlagenbauGmbH &Co.KG;DORSCHgroup;DECPMgroup hereinafter referred to as the Supplier, Party 2, represented by Prof. Dr. Günther Krause, General Manager ITCsolutionAG– coordinator and supplier of equipment, services and technology BIOOIL, acting on the basis of the Charter and the General Agreement of Business Cooperation and Chumachenko Marina Nikolaevna, General Director DECPMgroup acting on the basis of the Articles of Association and Exclusive Partnership Agreement No. 000/10 dated October 6, 2010,
PREAMBLE
Considering the interest and possibility of Party 1 in establishing a plant / network of plants in the Territory of _______________ based on innovative biotechnology for the continuous processing of household and industrial waste into resource-valuable raw materials and middle distillate, which is a substitute for crude natural oil;
Given the possibility and right of Party 2 to provide a full range of works, services, supplies of equipment, materials and turnkey construction of BIOOIL System plants on a reimbursable basis;
Based on previous preparatory meetings and business correspondence;
Based on the principles of UNIDROIT international commercial contracts and guided by the ICC rules.
In order to develop a mechanism for cooperation, coordination of actions and formation of obligations of the PARTIES for the implementation of plans for the establishment of a plant / plants for the integrated processing of industrial and municipal solid waste (MSW) and the production of bio-oil in the Territory of __________________, the Parties have drawn up and signed this MEMORANDUM of Understanding (hereinafter - the MEMORANDUM ) in order to express their intentions regarding the prospects for equal and mutually beneficial cooperation and agreed on the following:
1. GENERAL PROVISIONS
1.1. Party 1 carries out activities in the field of organizational and administrative support for the implementation of the project for the construction of a plant / a network of plants in the field of innovative technologies for the processing and disposal of production and consumption waste and attracts, allocates and uses investment funds in various forms of projects, including within the framework of public-private partnerships ; in the field of strategic planning, analysis and development of energy-replacing projects; management of such projects and financial monitoring; in the field of foreign economic activity.
1.2. Party 2 carries out coordinated multifunctional activities in the field of capacity building, transfer of environmentally friendly technologies as integrated systems, i.e. special scientific and technical information, procedures, services, consulting, including financial engineering, training, research, design, production , supply and installation of complex high-tech complete equipment with a long production time, transfer of Know-How technologies, construction of turnkey BIOOIL system plants, as well as methods of relevant organizational and management activities, namely:
3.3. As part of the execution of this Memorandum, the Parties, in the absence of such in the structure of Party 1, engage a local engineering company to adapt the Commercial Proposal to the legislation, the certification and standardization procedures in force in the Territory, as well as local conditions.
3.4. As part of the execution of this Memorandum, Party 1 may engage a Trading Agent, Del Credere Agency, which will receive the status of Party 3 in order to guarantee payments by Party 2 and harmonize the legislative provisions of the countries involved and the ICC regulations when passing payment documents for the envisaged transactions.
3.5. All expenses of the Parties related to the fulfillment of obligations under this Memorandum shall be borne by the Parties independently until the conclusion of the Contract for the supply of equipment and agreements aimed at the execution of this Memorandum.
3.6. In order to build a plant / network of plants in the Territory of ________________, the Parties use their own capabilities and join forces to resolve issues:
· organizational, administrative and political support from local, regional and state authorities;
Providing the project with the necessary financial resources; attracting banks, funds from private investors, financial instruments, insurance and leasing companies;
· attracting international environmental funds, organizations and foundations.
3.7. Party 1 can obtain the status of an exclusive partner of Party 2 in the Territory of _____________________________, subject to the acquisition of a license to use BIOOIL technology in the Territory in accordance with the standard UNIDROIT conditions and the ICC regulations based on a special agreement signed by the Parties.
4. CONDITIONS FOR THE IMPLEMENTATION OF COOPERATION
4.1. In order to implement this Memorandum and coordinate activities, a working group should be established, consisting of representatives of the Parties, who will hold joint meetings, consultations and meetings as necessary, in order to prepare Contracts/s for the supply, installation and turnkey construction of the system plant BIOOIL.
4.2. As the basic material for consideration of the project, the Parties accept and equally recognize the materials contained in the package of documents “Presentation of the BIOOIL System” on the website http://bionafta. / as of ________________., as well as ITC Solution AG's Commercial Proposal 02//001 and this Memorandum.
4.3. The members of the working group jointly approve all the technical and economic parameters of the BIOOIL system intended for the public and third parties, such as: presentation material data, website data, media reports, forums, etc.
4.4. The parties will use all modern means of communication for the exchange of information and ongoing consultations. Each member of the working group has the right to receive the necessary information within the framework of this Memorandum. At the same time, in order to organize a single information channel, the Parties will appoint one member of the working group each as a contact person for information exchange. The results of joint meetings, consultations, approvals, meetings and other events held by the Parties are recorded in the minutes.
5. CONFIDENTIALITY
5.1. Each of the Parties assumes obligations regarding the confidentiality of the provisions of the Memorandum, as well as commercial information regarding the subject matter of the Memorandum. To this end, the Parties sign the NCNDA. Any information intended for the public and third parties must be agreed by the Parties in compliance with the principles of confidentiality.
5.2. The legal obligation to non-disclosure of confidential information, accepted by the Parties in accordance with the provisions of Article 5 of the Memorandum, is valid during the term of the Memorandum and for 3 /three/ years after its termination.
6. FINAL PROVISIONS
6.1. Changes and additions to this Memorandum, including those related to the expansion or use of other forms of cooperation, are made in writing, signed by authorized persons of the Parties and are an integral part of the Memorandum; The parties agreed that the provisions of this Memorandum are governed by and subject to interpretation in accordance with the laws of Ukraine, Germany, Switzerland, England and the current ICC and UNIDROIT standards.
6.2. This Memorandum comes into force from the date of its signing by each of the Parties and is valid until all the conditions and obligations stipulated by the Memorandum are fulfilled.
7. SIGNATURES AND DETAILS OF THE PARTIES
MEMORANDUM OF UNDERSTANDING BETWEEN THE MINISTRY OF ENERGY OF THE RUSSIAN FEDERATION AND THE MINISTRY OF ECONOMIC DEVELOPMENT AND ENERGY OF THE KINGDOM OF SWEDEN ON COOPERATION IN THE FIELD OF ENERGY
The Ministry of Energy of the Russian Federation and the Ministry of Economic Development and Energy of the Kingdom of Sweden, hereinafter referred to as the "Parties",
Considering that the Parties are aware that the economic development of the Russian Federation and the Kingdom of Sweden is connected with the energy security of the two states and the energy efficiency of their economies;
noting the mutual interest of the Parties in deepening and expanding cooperation in the field of energy, and in particular in the field of energy efficiency and renewable energy sources, and taking into account international initiatives in this field;
recognizing mutual interest in the implementation of joint projects within the framework of cooperation in the energy sector, which should be based on the use of modern technologies,
taking into account the activities of the Russian-Swedish Supervisory Committee for Trade and Economic Cooperation,
Mindful of the important role of international legal and regulatory frameworks for the efficient functioning of energy markets and the reduction of investment risks,
reached an understanding on the following:
1. The purpose of this Memorandum is to develop cooperation aimed at the joint implementation of projects in the energy sector.
Improving energy security;
Improving energy efficiency;
Development and increase in the use of renewable energy sources;
Application of technologies for environmentally friendly waste processing;
Coordination of actions in the implementation of multilateral projects in the energy sector;
Assistance in the implementation of projects in the Russian Federation, the Kingdom of Sweden and third countries by Russian and Swedish business entities;
Facilitate the development of legal and regulatory frameworks of the Parties in the energy sector.
Areas of cooperation may be supplemented by mutual agreement of the Parties.
3. Cooperation can be carried out in the following forms:
Exchange on a regular basis of information and statistical data that are in the public domain;
Development of Russian-Swedish partnerships and exchange of information between universities, research organizations, enterprises and business organizations, as well as other organizations involved in the dissemination of new technologies;
Promoting activities aimed at improving energy efficiency in the framework of cooperation between Russian and Swedish cities or regions;
Joint seminars, conferences, training programs;
Assistance in the creation and operation of the Russian-Swedish business forum on energy efficiency and sustainable development, open to representatives of private enterprises and government agencies working in these areas;
Any other forms of cooperation that may be agreed by the Parties.
4. To coordinate cooperation within the framework of this Memorandum, the Parties will form a joint working group with the participation of representatives of the Parties and interested organizations.
The working group will identify potential projects for joint implementation, develop a comprehensive long-term program of cooperation and interaction in areas of activity, primarily in the field of energy efficiency, environmental technologies and renewable energy sources, and will annually report to the Parties on its activities.
5. If necessary, the Parties will prepare proposals to the Governments of the Russian Federation and the Kingdom of Sweden on expanding cooperation in the field of energy.
6. The Parties will independently bear the costs within their financial capabilities related to the implementation of cooperation under this Memorandum, unless otherwise agreed.
7. The Parties may agree to respect the confidentiality regime and protect intellectual property rights based on the results of joint work carried out within the framework of cooperation on the basis of this Memorandum.
8. This Memorandum is not an international treaty or any other legally binding document, does not give rise to the rights and obligations of the Parties governed by international law.
9. This Memorandum shall enter into force from the moment of its signing.
Signed in Moscow on March 09, 2010 in two copies, each in Russian and Swedish.
MEMORANDUM OF UNDERSTANDING
This document was signed on _______ and is aimed at establishing partnerships
(hereinafter referred to as the "First Party")
(hereinafter referred to as the "Second Party")
ESTABLISHING BUSINESS RELATIONSHIPS AND ESTABLISHING PARTNERSHIPS
DEVELOPMENT OF OIL AND GAS PROJECTS
SIGNING OF THE AGREEMENT ON PROCESSING
RESTORATIONS IN _____
EXCLUSIVE REPRESENTATION/
DISTRIBUTION ACTIVITIES FOR SALES AND MARKETING OF PETROLEUM PRODUCTS
WHEREAS the purpose of this Memorandum is to define the main conditions of interaction between the Parties aimed at the development of the Goal;
WHEREAS, the First Party is a well-known financially sound company capable of conducting oil trading transactions;
WHEREAS, the Second Party has the necessary established business relationships with crude oil producers, traders and refiners in several countries;
WHEREAS the Second Party is willing to sign and is able to assist in the execution of a "processing agreement";
WHEREAS the Second Party is willing to register and is able to secure registration for a Crude Oil Supplier;
WHEREAS, the First Party is willing to purchase and is able to purchase unrefined petroleum products;
WHEREAS, both Parties are willing and able to establish a Partnership by acquiring interests/shares in an existing Company that will be appointed as the exclusive agent and distributor for the sales and marketing of petroleum products that the First Party will acquire with the support of the Second Party.
WHEREAS, First Party declares that the New Company, as defined below, has no outstanding debts and/or outstanding obligations to third parties and its shares have not been used as collateral for obligations to any financial institution or third party.
The First Party will be responsible for any such debt and/or obligation (if any) and will bear all costs that may arise in connection with such debt and/or obligations (if any).
WHEREAS the Parties are interested in joint development of the Goal;
IN VIEW OF THE FOREGOING:
Desiring to maintain mutual interest through the implementation of the Goal, based on the principles of equality and mutual benefit.
Recognizing that such interaction and partnership will also contribute to the maintenance of friendly relations between the Parties;
THE PARTIES HEREBY AGREE AND REPRESENT THE FOLLOWING:
Article 1 - Interpretation and definitions
The Preamble is an integral part of this Memorandum. In the Memorandum of Understanding, the following words will have the following meanings:
1.1 "Agreement", "to this" (agreement), "in this" (agreement), "hereby", "hereto" (agreement), "this" (agreement) and similar expressions shall apply to this Agreement and shall not will refer to a specific section, subsection, paragraph or any other part of this Agreement.
1.2 "Capital Investments" means amounts of money provided by both Parties.
1.3 "Person" means any individual, partnership, corporation, trust, Limited Liability Company or other legal entity.
"Business Plan" means the business plan of the Company, prepared and maintained on an ongoing basis, with revision and adjustments at least once a year. The Business Plan defines the operational features of the Company and includes, without limitation, such sections as budgets, forecasts, capital investments, salaries and wages, working hours, market information (products, services, pricing, discounts, etc.). The plan will serve as a management tool for the day-to-day operations of the Company. Any changes to the Plan require the approval of the Board of Directors.
1.5 "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any Person owning or having control over ten (10) or more than a percentage of the outstanding voting securities of such Person, (iii) any employee, director or general partner or manager of such Person, or (iv) any Person who is an employee, director, general partner, manager, trustee or holder of 10 ( ten) or more percent of the voting securities of any Person specified in paragraphs. (i) to (iii) of this paragraph.
1.6 "Refining Agreement" means the Agreement signed between the Crude Oil Refiner and the Crude Oil Buyer for the processing of Crude Oil and its transformation into derivative petroleum products.
1.7 "Registration of a Crude Oil Supplier" means the inclusion of the Company in the client's List of Crude Oil Producers.
Article 2 - Subject
The Parties will establish a Partnership for the purpose of development and achievement of the Goal, based on the principles of equality and mutual benefit in accordance with the provisions of this Memorandum.
Article 3 - Activities
3.1 The Parties agree to carry out the following types of business activities:
a. The parties will establish a New Company as described in Article 5a.
b. On behalf of the New Company, a Refining Agreement will be signed with the Crude Oil Refiner.
in. The New Company and the First Party will sign an exclusive Agency/Distributor Agreement.
d. The first Party will be registered on the client's Producer/Supplier List of Crude Oil.
e. The First Party will purchase the Crude Oil.
e. The First Party will sell the Crude Oil and/or its refined products to any Client selected by the New Company.
and. The First Party will pay the Commission to the New Company.
h. The Parties will distribute the Commission in accordance with the clause relating to the distribution of profits of the New Company.
3.2 The structure of the Partnership, the financing terms relating to the Partnership are described below.
Article 4 - Mutual arrangements for the structure of the Partnership
4.1 First Party agrees to provide the following:
Documents and details required by the New Company to execute the Processing Agreement;
Documents and details required by the Producer / Supplier of Crude Oil for Registration.
4.2 The Second Party agrees to provide the following:
Establishing relationships with the Processor in order to draw up a Processing Agreement;
Establishing relationships with the Producer / Supplier of Crude Oil in order to complete the Registration and obtain permission to Purchase Crude Oil.
Article 5 - General structure
a. The parties will buy the New Company
The parties agree to purchase all shares of an existing company (approximately EUR _____) _____ Inc., registered at _____
First Party: _____%
Second Party: _____%
b. New Company to sign Refining Agreement with Crude Oil Refiner
The Second Party warrants that the New Company will sign a Recycling Agreement with "____" and/or another processing company willing and able to provide such a Recycling Agreement. The terms of such Recycling Agreement will be evaluated by the First Party and its technical team. Approval of the Recycling Agreement is at the discretion of the First Party.
in. New Company and First Party will sign an exclusive Agency / Distributor Agreement
The new Company will be appointed by ___ as its Exclusive Agent/Distributor for the sale and marketing of petroleum products purchased by _____ with the participation of the Second Party.
d. First Party will be registered on the Producer/Supplier of Crude Oil Client List
The Second Party guarantees that it will be able to register the First Party in the Customer List of the Producer / Supplier of Crude Oil "____", the State Oil Company of the Republic of Azerbaijan, and "___", the Iraqi State Oil Marketing Organization.
e. First Party will purchase Crude Oil
The first Party, at its choice, will purchase on better terms (minimum - _____ US dollars per 1 barrel according to the Brent index) Crude Oil, which will be offered for sale by the companies "_____" and / or "_____".
e. The First Party will sell Crude Oil to any Client selected by the New Company
The First Company, at its sole discretion, will negotiate with any buyers the terms and conditions for the resale of purchased Crude Oil and/or petroleum products derived from purchased Crude Oil.
and. The First Party will pay the Commission to the New Company
The First Party will pay the commission to the New Company after full payment of all expenses.
The commission will be set by the Exclusive Agent/Distributor Agreement. The commission will be equal to the amount of net profit generated by the difference between:
The selling price and the buying price of the purchased Crude Oil;
Profit received from the sale of petroleum products obtained from the acquired Crude Oil.
h. The parties will share the Commission in accordance with the New Company Profit Sharing Mechanism
The parties agree that the Articles of Association of the New Company will govern the Distribution of Profits as follows:
The new Company will retain _____% of the remuneration as a reserve (retained earnings) to pay for all administrative expenses;
- _____% of the profits received will be immediately paid as follows: _____% - to the First Party, _____% - to the Second Party.
After payment of all expenses from retained earnings, the Parties may decide to distribute the remaining amount according to the above proportion (_____% and _____%).
Article 6 - Confidential Information
The Parties shall consult with each other before disclosing to any third party for commercial or technical purposes Confidential Information obtained in the course of interaction under this Cooperation Agreement.
Article 7 - Legal force
This Memorandum shall enter into force from the date of signing by both Parties.
Article 8 - Establishment of a Partnership
The Parties agree that the principles set forth in this Memorandum of Understanding will form the basis of the partnership implemented through the New Company. The Parties agree in the future, after the acquisition of the New Company, to negotiate to determine additional acceptable principles that will suit both Parties.
Article 9 - Confidentiality of the Terms
The Parties will at any time take all necessary measures to keep as confidential information the fact of the interaction of the Parties on the conditions set forth in this document, as well as the existence and content of any negotiations between them. However, both Parties may provide, at their discretion, the necessary information to their consultants, lawyers, other business partners and / or key clients.
Article 10 - Interpretation
This document will be considered as a basic document, not aimed "for" or "against" any of the Parties. It is assumed that this document contains the basic principles that are binding on both Parties.
Article 11 - Protection of Investments / Interests
It is hereby understood that the rights of the Parties and their legally protected interests will be protected from encroachments by third parties.
For the necessary protection of the Parties, legal documentation will be prepared and the necessary procedures, such as registration, will be implemented.
Article 12 - General provisions
The Parties agree among themselves to take all necessary measures in order to perform such actions or sign such documents, including the seal, which may be required to achieve the purpose of this Agreement. In the event of any dispute regarding the form of the Company, the decision shall be rendered by Commercial Arbitration.
Article 13 - Procedure
The Parties may sign or cause to be signed any documents, documents under seal, deeds of transfer of title or other documentation that may be necessary or desirable for the full realization of the purpose of this Agreement.
Article 14 - Applicable law
This Agreement is governed by the laws of the United Kingdom.
Article 15 - Integrity of the Agreement
This Agreement is the entire agreement of the Parties, it terminates and replaces all previous agreements of the Parties, expressed both in writing and orally, it cannot be amended except in writing. There are no other representations and warranties other than those specified in this Agreement.
Article 16 - Copies
This agreement may be signed in several copies in the same form, and such copies, executed as indicated, will together constitute one original document, and such copies, if there is more than one, will be read together and construed in such a way, as if the Parties had signed one single document.
MEMORANDUM OF UNDERSTANDING
This document is made on the day of _________ and intended to set forth a partnership
BUSINESS RELATIONSHIP ESTABLISHMENT
AND PARTNERSHIP FORMATION
OIL & GAS PROJECTS
PROCESSING AGREEMENT
REGISTRATION AT _____
SOLE AGENCY/DISTRIBUTORSHIP
FOR SALES & MARKETING OF OIL PRODUCTS
develop the Purpose;
Refineries in several countries;
WHEREAS both Parties are willing and able to establish a Partnership, through the process of share purchase of an existing Company, to be appointed as sole agent and distributor for the sale and marketing of Oil products that First Party will purchase through Second Party’s support.
obligations to third parties and it's shares are not used as collateral to any financial institution or 3 rd party.
The first party shall be liable for any such debt and/or obligations (if existing) and shall cover all expenses
arising out of such debt and/or obligations (if existing).
Desiring to promote mutual interest through the Purpose on the basis of equality and mutual benefit.
Recognizing that such cooperation and partnership shall also support the friendly relationships between the
Article 1 – Interpretation and definition
The preamble forms an integral part of this M.O.U.
1.2 “Capital Contribution” means the amount of money provided by both Parties.
1.3 “Person” means any individual, partnership, corporation, trust, Limited Liability Company or other entity.
1.4 ”Business Plan” means the Company business plan will be prepared and maintained on an on-going basis
with at least annual reviews and updates. This Business Plan will define the operational details of the Company and will include, but not be limited to, items such as: budgets, forecasts, expenditure capitals, salaries and wages, hours of operation, market information (products, services, pricing, discounts ,etc). The Plan will serve the purpose of giving management direction as to the day-to-day operation of the Company. Any amendments to the Plan require Board approval.
1.5 “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled
by or under common control with such Person, (ii) any Person owning or controlling ten percent (10%) or
more of the outstanding voting securities of such Person, (iii) any officer, director or general partner, or
manager of such Person, or (iv) any Person who is an officer, director, general partner, manager, trustee or
holder of ten percent (10%) or more of the voting securities of any Person described in clauses (i) through
(iii) of this sentence.
1.6 “Processing Agreement” means the Agreement signed between the Crude Oil Refinery and the Crude Oil
Purchaser to get the Crude Oil processed and transformed into a Oil derivative product.
1.7 “Registration to a Crude Oil Supplier” means the Company get listed into the clients List of the Crude Oil
Article 2 – Scopes
The Parties will establish a Partnership for the development and achievement of the Purpose, on the basis of equality and mutual benefits in accordance with the provisions of this M.O.U.
Article 3 – Activities
3.1 The Parties agree to undertake the following business activities:
a. Parties will establish a NewCo, as detailed in article 5. a.
b. NewCo will sign a processing agreement with a Crude Oil Refinery.
c. NewCo and First Party will sign a sole Agency/Distributorship Agreement.
d. First Party will be registered in the Client’s List to a Crude Oil Producer / Supplier.
e. First Party will purchase Crude Oil.
f. First Party will sell Crude Oil and/or refined products derived from the purchased Crude Oil to any Client selected by NewCo.
g. First Party will pay a Commission Fee to the NewCo.
h. Parties will divide the Commission Fee based on a Profit Sharing Clause of the NewCo.
3.2 The partnership scheme, financing terms and conditions relating to the Partnership are described
Article 4 – Mutual Understanding on Partnership scheme
4.1 First Party agrees to provide the following:
Credentials and references to the NewCo for the issuing of the processing agreement;
Credentials and references for the Registration to the Crude Oil Producer/Supplier.
4.2 Second Party agrees to provide the following:
The relationship to the Refinery to get the Processing Agreement;
The relationship to the Crude Oil Supplier/Producer to get the Registration and the authorization to Purchase Crude Oil.
Article 5 – Overall Structures
a. Parties will Purchase a NewCo
Parties agree to purchase all shares of an existing company (for approx _____ Euro) named _____
The Ministry of Education and Science of the Russian Federation and the Ministry of Education of the United States of America, hereinafter referred to as the Parties,
Guided by the desire to develop closer cooperation in the field of education and the provisions of the Joint Declaration of President V.V. Putin and President George W. Bush on New Strategic Relations between the Russian Federation and the United States of America dated May 24, 2002, and acting in the spirit of the joint Bratislava initiatives adopted in February 2005, as well as
In order to further improve and expand cooperation and exchanges in the field of education between the two states based on the principles of equality, mutual understanding and efficiency,
Agreed on the following:
Article 1
The parties are expanding cooperation and developing partnerships between various educational institutions in Russia and the United States, reflecting the achievements of the educational systems of both states. This interaction complements existing programs, including exchange programs, and facilitates the creation of new programs as the relationship develops further.
Article 2
The parties are focusing their efforts on creating conditions conducive to the development of constructive long-term partnerships in the field of education. By mutual agreement, these efforts may include support for partnerships between institutions of higher professional education, in particular, in such areas as mathematics, natural sciences, information technology, Russian and English. These partnership programs strengthen the role of universities in building an innovative society, support exchanges of teachers, professors, students and young scientists, as well as the involvement of the private sector.
Other areas of joint activity may be agreed upon by the Parties in accordance with the objectives of this Memorandum of Understanding.
Article 3
The executive body of the Russian Party responsible for fulfilling the terms of this Memorandum of Understanding is the Ministry of Education and Science of the Russian Federation, which coordinates its actions with the Ministry of Foreign Affairs of the Russian Federation. For the American Party, the United States Department of Education is the executive body responsible for the implementation of the terms of this Memorandum of Understanding, which coordinates its actions with the United States Department of State. Cooperation under this Memorandum of Understanding may also involve other ministries and agencies in Russia and the United States.
Article 4
In order to implement this Memorandum of Understanding, the Parties establish a working group whose main tasks are to prepare recommendations for the development of joint programs and their implementation, as well as monitoring and analysis of ongoing cooperation activities carried out under this Memorandum of Understanding.
Article 5
Each Party and each implementing agency shall bear its own costs associated with their participation in this Memorandum of Understanding.
Article 6
This Memorandum of Understanding may be amended or supplemented by mutual agreement of the Parties.
Article 7
This Memorandum of Understanding shall become effective from the date of its signing and shall remain in force until either Party declares its desire to terminate it by written notice to the other Party at least six months before the expected date of its termination.
If for any reason this Memorandum of Understanding is terminated in accordance with the above procedures, this will not affect the cooperation programs and plans adopted prior to its termination.
Done on March 21, 2006 in Moscow in duplicate, each in Russian and English, both texts being equally authentic.
Source: SPS "Garant"
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Memorandum of Understanding between the Ministry of Education and Science of the Russian Federation and the Ministry of Education of the United States of America on expanding cooperation and exchanges in the field of education
What is a "Memorandum of Understanding - MOU"
A Memorandum of Understanding (MOU) is an agreement of understanding between two or more parties that sets out the terms and details of the understanding, including the requirements and obligations of each party. The MOU is often the first step in the formation of a formal contract.
PERMISSION "Memorandum of Understanding - Memorandum of Understanding"
MOUs are not legally binding but are considered serious documents by law. In the United States, the Memorandum of Understanding is the same as a soon to be binding letter of intent that specifies a binding agreement. Memorandums of Understanding are most commonly used in multinational international relations because, unlike treaties, they are quick and can be kept secret. However, Memorandums of Understanding can also be used as a tool to modify existing treaties within a country as well.
Memorandums of Understanding are common, both within the country and abroad. They vary in length and complexity, but each understanding represents mutually acceptable expectations between individuals, organizations, or governments. Another key similarity between all MOUs is that they are not legally binding and do not involve the exchange of money.
Legal Decouplings of MOUs
The MOU Memorandum signals that a legal contract is imminent. However, the memorandum itself is not legally defensible, but should clearly indicate specific points of understanding. The Memorandum of Understanding should describe who the parties are, what the project they agree on is, the scope of the document, the roles and responsibilities of each party, and more. Although the Memorandum is not legally binding, it can help the two parties move in the right direction towards an agreement.
The Memorandum of Understanding, while not an enforceable document, still holds a lot of power due to the time, energy, and resources required to develop an effective and fair document. The MOU forces the parties involved to reach a semblance of understanding, and in this process both parties naturally mediate and figure out what is most important in moving towards a possible future agreement that benefits both parties.
Basic MOU Compilation Process
Each side starts with a planning stage where it decides what is needed or wanted, what can be offered, what is up for negotiation and what is not at the table. An initial draft is then written down, after which representatives from each side meet to discuss the details. Memorandums of Understanding often list communication expectations to assist the parties' mediators.
During this time, agreements on the timing of the implementation of the MOU are negotiated. Decisions are also made on how and when a party may terminate the understanding. This is when a party puts in excuses, restrictions or confidentiality statements, if desired. Upon completion of the discussion, a final MOU will be prepared and signed.
