海外工程合作意向书样本.doc

AGREEMENT OF UNDERSTANDING, COOPERATION AND CONFIDENTIALITYBETWEEN GROUP A and (SHORT NAME OF THE COMPANY)Among the undersigned, namely PERSON NAME, adult, identified with citizenship card number CARD NUMBER of PLACE, in his capacity as the legal representative of COMPANY NAME, a legally constituted corporation, identified by NIT NUMBER, and registered at the Chamber of Commerce of Bogota D.C., under the registration number NUMBER, who for the purposes of this instrument will be called A, as one party; and as the other, (NAME OF AUTHORIZED REPRESENTATIVE), adult, identified as appears below his signature, acting on behalf of (NAME OF THE COMPANY), who for the purposes of this document will be called (SHORT NAME OF THE COMPANY), have agreed to uphold this AGREEMENT OF UNDERSTANDING, COOPERATION, CONFIDENTIALITY AND EXCLUSIVITY that will be governed by the following terms and by the civil and commercial laws of the Republic of Colombia:CLAUSE ONE (1) OBJECTIVE. The parties, A and (SHORT NAME OF THE COMPANY), in this paper agree they will jointly participate in the selection processes and joinly pursue contracts for the construction of infrastructure, utilities and other activities for which they meet the experience required to participate and achieve the respective agreements, of interest in Colombia or in other Latin American Countries, that the parties mutually consider appropriate (“Target Projects”). This understanding includes cooperation and confidentiality in handling all matters relating to selection processes and information of each company, which includes working together in the preparation, drafting and submission of tenders, with the contribution of the experience that, in the terms specified, A and (SHORT NAME OF THE COMPANY) can provide. Neither A nor (SHORT NAME OF THE COMPANY) shall be obligated to participate in pursuing a Target Project if they decide not to do so. If one party elects not to pursue a Target Project, then the other party shall be free to do so.Paragraph: For purpose of participate in each of the Target Projects selected, the parties, A and (SHORT NAME OF THE COMPANY), will sign an individual document for each process, and will be stablished the rules of participation and performance in the vente of being awarded with the process. CLAUSE TWO (2) OBLIGATIONS OF THE PARTIES. The parties agree among themselves that, once entered into this agreement, they may not participate separately in processes that were previously identified as being of common interest either individually or jointly with another company that also has an interest in it. Each will be equally responsible for the strict observance of the obligations inherent to the agreement that each one acquires for the preparation of tenders, and for appointing task forces to advance the review of projects and documentation required for participation. CLAUSE THREE (3) COMPLETION OF THE AGREEMENT AND EMERGENCE OF OBLIGATIONS. This agreement is completed with the signing of the parties, and the obligations arise at the same time. CLAUSE FOUR (4) ESTIMATED VALUE OF THE AGREEMENT. It will be determined for each project participated in and will be reflected in the respective document prepared for each project. CLAUSE FIVE (5) EXECUTION TIME AND EXTENSION. The execution time will be equal to the contracts that are awarded plus one year more, and the term of the contract may be extended only by mutual agreement between the parties. CLAUSE SIX (6) TERMINATION OF AGREEMENT. This agreement shall remain in effect and cover all Target Projects identified during the sixty (60) month period from the effective date hereof; provided, however, that such term shall automatically be extended for a successive sixty (60) month period, unless either party provides notice to the others of its intent to terminate this agreement at least sixty (60) days prior to the expiration of the current period. This agreement will end with the following events: 1. By mutual agreement between the parties, 2. Upon expiry of the term, 3. By fulfillment of the objective. CLAUSE SEVEN (7) CONFIDENTIALITY A and (SHORT NAME OF THE COMPANY) agree not to use information shared between them for purposes other than for the furtherance of the objectives of this agreement. This restriction does not apply to knowledge of information that meets the following requirements: (i) That at the time of disclosure, the information is already public knowledge or domain. (ii) That after disclosure, the information becomes public domain or knowledge through publications or otherwise, except for violation of the above. (iii) That one of the parties can demonstrate through appropriate written evidence that the information was already in his possession at the time of disclosure from another member and that he did not acquire it directly or indirectly from said member. This restriction will extend beyond the term of this agreement and shall remain in force for a period of two (2) years from completion. CLAUSE EIGHT (8) CLAUSE OF TOTAL UNDERSTANDING. With the signing of this document, the parties maintain that they have read and fully und