MOUAeroponic雾耕合作备忘录.doc

Memorandum of UnderstandingbetweenPT. _and_ PT_ and _, share the vision of sustainable development through industry-academia cooperation to advance the environmental, economic, societal, and scientific benefits of the people of _. PT_and_each possesses specialties necessary for the development of futuristic agricultural production models through collaboration at domestic, regional, and global levels to enter this Memorandum of Understanding (hereinafter referred as this “MOU”). PT_ is a new set up company headquartered in Jakarta Indonesia, providing a wide range of innovative products specifically tailored to the needs of the market. _Whereas PT_ and _ (hereinafter collectively referred as “the Parties”) desire to collaboratively engage in aeroponic development including the growing, distribution, management and research of aeroponic products in Indonesia and in to advance futuristic agricultural production models. The Parties have reached the following understanding:Article 1. Common GoalsThe Parties agree to engage in cooperative activities through the pursuit of common goals as follows: 1) The Parties will cooperate in aeroponic development including the growing of high quality produce and its related products and services to achieve a sustainable and profitable business model.2) The Parties will share scientific knowledge, technical know-how, market specialties, and management resources to assure the success of such model.3) The Parties will seek to cooperatively expand such aeroponic development collaboration model in Indonesia and _. Article 2.Implementation and Coordination The Parties agree to engage in cooperative activities through coordination and implementation activities as follows:1) PT_ will initiate an aeroponic development company in Indonesia for aeroponic development including growing, distribution and management.2) _ will do research, provide expert personnel and expertise.3) PT_ will provide a “X”% (“X” percent) of companys share to _ in exchange for the transfer of the scientific knowledge and technical know-how of aeroponic development to PT_. The scientific knowledge and technical knowhow shall include provision of expertise, expert personnel and training. The content of such cooperation shall be detailed in a separate agreement. 4) PT_ will provide 6 (six) return trip air ticket per year, accomodation and allowances of US$_ per month for the expert personnel during setting up of the aeroponic farm and training of PT_ personnels. 5) The Parties will each appoint designated persons to form a “Working Group” in charge of the coordination and direction of this MOU. 6) An annual Working Plan shall be prepared by the Working Group. The nature and priority of specific cooperative activities under this MOU shall be determined by the Working Group on behalf of the Parties.7) Future projects of collaboration and cooperation extended from this MOU shall be specified in written through forms of agreements and contracts.Article 3. Costs of OperationUnless otherwise agreed, each of the Parties will be responsible for the costs incurred when participating in the cooperative activities under this MOU other then Item 4 Article 2.Article 4. Intellectual Property RightsThis MOU does not affect intellectual property rights of the Parties. In accordance with applicable laws, the Parties agree in advance as to the effective protection and allocation of their own intellectual property rights. Article 5. LiabilityIn implementing the cooperative activities under this MOU, each of the Parties will be legally responsible for its own acts and the results thereof.Article 6. Final Provisions1. This MOU shall come into force upon the date of the last signature of the representative of the Parties and stay effective for five years.2. This MOU may be superseded, amended, or terminated by either of the Parties upon six months of prior written notice. The termination of this MOU shall not affect the validity or duration of the cooperative activities agreed upon prior to such amendment or termination, unless otherwise agreed to by the Parties.3. The Parties agree to formulate the consequent cooperation agreements and contracts in English. Documents needed for cooperation in language other than English shall be complemented with English-translated version. 4. This MOU does not exclude or limit the right