Association Partnership MOU

ASSOCIATION PARTNERSHIP MEMORANDUM OF UNDERSTANDING

Parties

This Memorandum of Understanding (MOU) is entered into by and between:

WHEREAS

WHEREAS, Association Name: and Partner Organization: seek to collaborate to advance mutual goals related to community services, programming, and resource coordination;

WHEREAS, the parties desire to set forth the scope, responsibilities, funding arrangements, confidentiality obligations, term and termination terms, and governing law for such collaboration in a non-binding memorandum that will guide implementation pending any definitive agreements;

WHEREAS, the parties intend to allocate responsibilities so that each party contributes its respective expertise, staff, facilities, or funds as described below to further the objectives of this partnership;

Scope of Work

The parties agree to cooperate on the following activities and deliverables. Specific tasks, milestones, and responsible party for each deliverable will be documented below.

Responsibilities

Each party shall perform its obligations in good faith and in a timely manner. The parties' principal responsibilities shall include the following:

Association will provide funding or grants as set forth below.
Partner will provide program management, staffing, or in-kind resources as described in the Scope of Work.
Parties will collaborate on reporting, data sharing, and public communications consistent with the Confidentiality clause.

Payment Terms

If funding is provided by either party, the payment terms shall be as follows. Any payment obligation referenced herein is subject to appropriation and the internal approval processes of the paying party.

Invoices shall be submitted to the designated contact and paid within the number of days set forth in the Payment Schedule. Unless otherwise agreed, the prevailing party may suspend performance if undisputed invoices remain unpaid beyond the stated payment terms following written notice.

Term and Termination

This MOU shall commence on the Effective Date and shall continue until the End Date, unless earlier terminated as provided below.

Effective Date:

End Date:

Either party may terminate this MOU for convenience upon providing the other party written notice as provided above. Termination for cause may occur immediately if a party materially breaches its obligations and fails to cure within thirty (30) days of written notice specifying the nature of the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly available through no fault of the receiving party; (b) already rightfully in the receiving party's possession without obligation of confidentiality; (c) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided prompt notice is given to the disclosing party to permit protective measures.

Each receiving party shall (i) use Confidential Information only for the purposes of performing obligations under this MOU; (ii) restrict disclosure to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. These obligations shall survive termination of this MOU for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Governing Law

This MOU shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this MOU.

Entire Agreement

This MOU, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, regarding such subject matter. No amendment or modification of this MOU will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this MOU shall be in writing and delivered to the addresses provided above or to such other address as either party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit with the postal service if mailed by certified mail, or one (1) business day after deposit with a nationally recognized overnight courier.

Miscellaneous

No party is an agent of the other for any purpose and neither party has authority to bind the other except as expressly provided in writing. If any provision of this MOU is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this MOU are for convenience only and shall not affect interpretation.

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