Free Memorandum of Understanding (MOU) Template

PURPOSE AND BACKGROUND

The Parties enter into this MOU for the following purpose: To establish a collaborative framework for developing community-based technology education programs that serve underrepresented populations in urban areas.. This MOU is intended to establish a framework for collaboration and to memorialize the Parties' shared understanding of their respective roles, responsibilities, and expectations. The Parties acknowledge that their collaboration is undertaken in good faith with the mutual goal of achieving the objectives set forth herein. The Parties intend that the binding or non-binding character of this MOU be determined expressly by the provisions below rather than by implication, consistent with the principle that preliminary writings may or may not constitute an enforceable contract depending on the parties' manifested intent and the definiteness of their terms (see Restatement (Second) of Contracts §§26, 27; Empro Mfg. Co. v. Ball-Co Mfg., Inc., 870 F.2d 423 (7th Cir. 1989); Texaco, Inc. v. Pennzoil, Co., 729 S.W.2d 768 (Tex. App. 1987)). Nothing in this MOU shall be construed to create a joint venture, partnership, agency relationship, or employment relationship between the Parties. Each Party shall remain an independent entity and shall be solely responsible for its own operations, personnel, and obligations, except as expressly provided herein.

SCOPE OF COLLABORATION

The scope of the Parties' collaboration under this MOU shall encompass the following areas and activities: Joint development of curriculum, shared use of facilities and equipment, co-sponsorship of community workshops and hackathons, and mutual referral of program participants.. The Parties agree to work together in good faith within the scope described above and to refrain from unilaterally expanding the scope of this MOU without prior written agreement. Any activities or projects that fall outside the scope of this MOU shall require a separate written agreement between the Parties. The Parties shall meet regularly to review the progress of their collaboration and to assess whether the scope of this MOU should be modified to reflect changing circumstances or new opportunities.

KEY OBJECTIVES

The Parties have identified the following key objectives for their collaboration under this MOU:

• Launch three community coding workshops per quarter
• Develop a shared online learning platform
• Achieve 500 program participants within first year
• Establish mentor matching program between industry professionals and students

The Parties shall work together in good faith to achieve these objectives within the timeframes agreed upon. The Parties acknowledge that the achievement of these objectives may depend on factors beyond the control of either Party, and that this MOU does not guarantee the achievement of any particular result. The Parties shall periodically review progress toward these objectives and shall adjust their plans and activities as necessary to maximize the likelihood of achieving their shared goals.

DURATION AND TERM

This MOU shall become effective on the Effective Date and shall remain in full force and effect for 2 years from the Effective Date (the "Term"), unless earlier terminated by either Party in accordance with the termination provisions set forth herein. Upon expiration of the initial Term, this MOU may be renewed for additional periods by mutual written agreement of the Parties. During the Term, either Party may propose modifications to this MOU by providing written notice to the other Party. Any modifications shall be effective only upon execution of a written amendment by both Parties.

FIRST PARTY RESPONSIBILITIES

Greenfield Community Foundation shall be responsible for the following obligations and contributions under this MOU: Provide funding for program materials and instructor compensation
Secure community venue partnerships
Coordinate volunteer recruitment and management. The First Party shall perform its responsibilities with due diligence and care, and shall allocate sufficient resources to fulfill its obligations in a timely manner. The First Party shall promptly notify the Second Party of any circumstances that may prevent it from fulfilling its responsibilities or that may require modification of its obligations under this MOU. The First Party shall designate a primary point of contact to coordinate its activities under this MOU and to serve as the primary liaison with the Second Party.

SECOND PARTY RESPONSIBILITIES

Riverdale Innovation Lab shall be responsible for the following obligations and contributions under this MOU: Develop curriculum and course materials
Provide technology infrastructure and equipment
Supply technical instructors and mentors. The Second Party shall perform its responsibilities with due diligence and care, and shall allocate sufficient resources to fulfill its obligations in a timely manner. The Second Party shall promptly notify the First Party of any circumstances that may prevent it from fulfilling its responsibilities or that may require modification of its obligations under this MOU. The Second Party shall designate a primary point of contact to coordinate its activities under this MOU and to serve as the primary liaison with the First Party.

SHARED RESPONSIBILITIES

The Parties shall jointly undertake the following shared responsibilities: Joint marketing and outreach to target communities
Program evaluation and impact measurement
Grant writing for additional funding sources. The Parties shall coordinate their efforts to avoid duplication of work and to maximize the efficiency and effectiveness of their collaboration. Each Party shall contribute its fair share of effort and resources to the shared responsibilities described above. Decisions regarding shared responsibilities shall be made jointly by the Parties, with each Party having equal input into the decision-making process.

RESOURCE COMMITMENTS

The Parties agree to commit the following resources to support the collaboration under this MOU: First Party: 2 full-time staff, office space, community outreach network. Second Party: Computer lab with 30 workstations, 3 technical instructors, proprietary learning platform.. Each Party shall bear the cost of its own resources committed under this Section, unless otherwise agreed in writing. Resources provided by either Party shall remain the property of the providing Party and shall be returned upon expiration or termination of this MOU. Neither Party shall have any claim to the other Party's resources beyond the scope of this MOU.

FINANCIAL CONTRIBUTIONS

The Parties agree to the following financial arrangements in connection with their collaboration under this MOU: First Party contributes $50,000 annually for program operations. Second Party contributes $30,000 in technology and equipment. Shared costs for marketing materials split 60/40.. All financial contributions shall be made in accordance with the schedules and procedures agreed upon by the Parties. Each Party shall maintain accurate records of its financial contributions and expenditures related to this MOU and shall make such records available for review by the other Party upon reasonable request. Neither Party shall incur expenses or obligations on behalf of the other Party without prior written authorization.

REPORTING REQUIREMENTS

The Parties agree to the following reporting requirements: Monthly progress reports due by the 15th of each month. Quarterly review meetings. Annual impact assessment report.. Each Party shall prepare and submit reports in a timely manner, using formats and templates agreed upon by the Parties. Reports shall include sufficient detail to enable the other Party to assess progress toward the objectives set forth in this MOU. The Parties shall review reports jointly and shall use the information contained therein to guide their ongoing collaboration and decision-making.

COMMUNICATION PROTOCOL

The Parties agree to maintain open and regular communication throughout the duration of this MOU in accordance with the following protocol: Weekly status calls every Monday at 10:00 AM ET. Monthly in-person meetings alternating between locations. Emergency communications via designated contact persons.. Each Party shall designate a primary contact person who shall be responsible for receiving and transmitting communications under this MOU. The Parties shall respond to communications from the other Party within a reasonable time, and shall promptly escalate any issues or concerns that cannot be resolved at the working level to senior management for resolution.

DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or relating to this MOU shall first be submitted to the designated representatives of the Parties for resolution through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the Parties agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator. Each Party shall bear its own costs of mediation and shall share equally the costs of the mediator. If the dispute is not resolved through mediation within sixty (60) days after the initiation of the mediation process, either Party may pursue any and all remedies available under applicable law. The mediation process shall be confidential, and no statements, offers, or admissions made during the mediation shall be admissible in any subsequent proceeding.

TERMINATION

Either Party may terminate this MOU at any time by providing 60 days' prior written notice to the other Party. Upon termination or expiration of this MOU, each Party shall: (a) promptly return or destroy all materials, documents, and information received from the other Party; (b) fulfill any outstanding obligations incurred prior to the date of termination; and (c) cooperate in good faith to wind down any ongoing activities or projects undertaken pursuant to this MOU. Termination of this MOU shall not relieve either Party of any obligations that by their nature are intended to survive termination, including without limitation obligations relating to confidentiality, intellectual property rights, and indemnification.

AMENDMENTS AND MODIFICATIONS

No amendment, modification, supplement, or waiver of any provision of this MOU shall be valid or binding unless made in writing and signed by the authorized representatives of both Parties. No oral agreement, understanding, or representation not reduced to writing and signed by both Parties shall modify or affect this MOU. Any proposed amendment shall be submitted in writing to the other Party, and the Parties shall negotiate in good faith to reach agreement on the proposed amendment within a reasonable time. If the Parties are unable to agree on a proposed amendment, the existing terms of this MOU shall remain in effect.

CONFIDENTIALITY

Each Party acknowledges that, in the course of performing its obligations under this MOU, it may receive or have access to confidential or proprietary information of the other Party ("Confidential Information"). Each Party agrees to: (a) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care; (b) use the other Party's Confidential Information solely for the purposes contemplated by this MOU; (c) not disclose the other Party's Confidential Information to any third party without the prior written consent of the disclosing Party; and (d) promptly notify the other Party in writing of any unauthorized disclosure or use of the Confidential Information. Trade secrets shall be protected in accordance with the Defend Trade Secrets Act, 18 U.S.C. §§1836-1839 (including the statutory definition of "trade secret" at §1839(3) and the civil remedies provided at §1836(b)), and the applicable state's Uniform Trade Secrets Act. This Section is intended to be legally binding and enforceable on its own terms even if this MOU is otherwise non-binding. The obligations of confidentiality set forth in this Section shall survive the expiration or termination of this MOU for a period of two (2) years. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was already known to the receiving Party prior to disclosure; (iii) is independently developed by the receiving Party without use of the Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order.

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)). Notwithstanding any other provision of this MOU, each Party's personnel are hereby notified, in accordance with 18 U.S.C. §1833(b)(3), that: (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

NON-BINDING NATURE

This MOU is intended to express the mutual understanding and intentions of the Parties with respect to the collaboration described herein. This MOU is not intended to create, and shall not be construed to create, any legally binding or enforceable obligations between the Parties. The Parties acknowledge that this MOU is a statement of intent only and that neither Party shall have any legal liability or obligation arising from or relating to this MOU, except with respect to the provisions expressly designated herein as binding, including the provisions relating to confidentiality (if applicable), intellectual property, and, where applicable, dispute resolution, which shall be legally binding and enforceable regardless of the non-binding nature of the remaining provisions of this MOU. The Parties' intent to leave core obligations non-binding pending a definitive agreement is to be given effect in accordance with the principles articulated in Empro Mfg. Co. v. Ball-Co Mfg., Inc., 870 F.2d 423 (7th Cir. 1989), and Restatement (Second) of Contracts §27 (manifestation of intent to be bound is controlling over labels). Neither Party shall be entitled to rely on this MOU as a basis for any claim of promissory estoppel, detrimental reliance, implied-in-fact contract, or breach of a duty to negotiate in good faith, except to the extent such a duty is expressly assumed herein. The Parties intend to negotiate and execute a definitive agreement at a later date that will contain the binding terms and conditions of their collaboration.

INDEPENDENT PARTIES

The Parties are independent entities. Nothing in this MOU shall be construed to create a joint venture, partnership, franchise, agency, employer-employee, or similar relationship between the Parties. Neither Party shall have the power or authority to bind, obligate, or represent the other Party in any manner whatsoever, unless expressly authorized in writing. Each Party shall be solely responsible for its own employees, agents, and contractors, and for compliance with all applicable laws, regulations, and standards in the performance of its obligations under this MOU.

INTELLECTUAL PROPERTY

Each Party shall retain all right, title, and interest in and to its pre-existing intellectual property. Any intellectual property created jointly by the Parties in the course of their collaboration under this MOU shall, absent a written agreement to the contrary, be jointly owned by the Parties in accordance with applicable law (see 35 U.S.C. §262 for joint patent owners and 17 U.S.C. §201(a) for joint authors of a copyrighted work), provided that any transfer of copyright ownership shall be effective only pursuant to a written instrument meeting the requirements of 17 U.S.C. §204(a), and any patent assignment shall be made by written instrument in accordance with 35 U.S.C. §261. Neither Party shall use the other Party's name, logo, trademarks, or other identifying marks without the prior written consent of the other Party; any authorized trademark use shall preserve the owner's goodwill consistent with 15 U.S.C. §1060. The Parties agree to negotiate in good faith the terms of any intellectual property rights arising from their collaboration, including the allocation of ownership, licensing rights, and commercialization responsibilities.

GENERAL PROVISIONS

Entire Understanding: This MOU constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and understandings, whether written or oral. Governing Law: This MOU shall be governed by the laws of the state in which the First Party maintains its principal office, without regard to its conflict-of-laws principles (see Restatement (Second) of Conflict of Laws §§187-188 regarding choice-of-law in contract cases). Severability: If any provision of this MOU is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver: The failure of either Party to exercise any right or remedy under this MOU shall not constitute a waiver of such right or remedy. Notices: All notices under this MOU shall be in writing and delivered to the addresses set forth above, or to such other address as either Party may designate in writing. Counterparts; Electronic Signatures: This MOU may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original; electronic signatures shall be given full legal effect in accordance with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§7001 et seq., and the Uniform Electronic Transactions Act as adopted by the governing state.