MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (the MOU) is made and entered into at

.......................this .............day of ...............2014 in order to enter into a joint venture
agreement between:
BY AND BETWEEN:
1-

---------------,
a
company
organized
and
existing
under
the
laws of
------------------------------------------------- with commercial registration number ------------ and
having its registered office at P.O. Box NO.----, ----------------- (hereinafter referred to as
First Party which expression shall mean and include its successors and permitted
assigns.); and

AND
2-

---------------, a company organized and existing under the laws of ---------------------- with
commercial registration number ------------ and having its registered office at P.O. Box
NO.----, ----------------- (hereinafter referred to as Second Party which expression shall
mean and include its successors and permitted assigns);

hereinafter referred to as the Parties and individually as a Party.

WHEREAS, the Parties have jointly assessed the opportunities which exist within the
---------------------------------------and have concluded that it would be in their mutual interest to
jointly pursue business opportunities in ------------------------------------ through a Joint Venture
Arrangement (the JV) that is to be signed between the two parties;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties
hereto agree as follows;
1. The Parties agree to pursue the business opportunities through a newly established and
registered company (the JV Co). The JV Co will be named to indicate both parties
brands. The JV Co will take the legal form of a limited liability company.
2. The Parties will take the necessary action to complete and sign the Joint Venture
Agreement and the Contract of Association with the commercial and legal authorities within
60 days from the date of signing this MOU. The Parties agree that they shall cooperate and
use their best endeavors to cause the licensing, formation, registration, and qualification of
the JV Co.
3. The purpose of the JV shall be generally to provide --------------------- in
------------------------------------ (the Territory) subject to the terms and conditions of the JV
agreement. When and if in time other projects are identified and constitute promising
opportunities to the JV, the limits of operation shall be extended to other countries, with the
unanimous written consent of the Parties.

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4. The JV Co will have an initial share capital of ---------------------------------------------. The share

capital will be apportioned among the Parties as follows; --------------------------5. Contributions to the share capital in the form of existing physical assets (furnished offices,
IT infrastructure, etc.) shall be considered as part of the share capital and valued at its fair
value.
6. The Parties agree that, following the startup period, the financial requirements of the JVCo
for its day to day operations shall be met from the paid-in capital and cash flow, but if
additional financing is required, it shall be obtained through a non-interest bearing
shareholders loan from ----------------. The Parties further agree that any loan shall be paid
prior to the distribution of profits to the Shareholders.
7. The balance of net profits after reserves, carry forwards, or retains shall be distributed to
the shareholders pro rata according to the percentage of the shares owned by each
shareholder.
8. The JV Co shall be managed by a Board of Directors appointed by both Parties. Both
Parties will agree on appointing a person to act as the Managing Director.
9. The JV Co shall keep and maintain a clear accounting and cost accounting system allowing
efficient control and allocation of all costs involved and regularly report to the Parties.
10. The Parties agree and confirm not to compete with each other in any part of the above
mentioned Services or to collaborate with other competitors without the particular
agreement of both parties.

IN WITNESS HEREOF the Parties hereto have executed this MOU on the day and year first
hereinabove written.
The First Party

The Second Party

Signed:

.................................................. ......

Name:

.................................................. ......

Position:

.................................................. ......

Date:

.................................................. ......

Stamp:

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