Business Series MoU Template

BUSINESS SERIES MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (this "MOU") is entered into as of , by and between the parties identified below.

RECITALS

WHEREAS, Party A is engaged in the business of forming, managing and operating series entities for discrete business lines and desires to collaborate on certain series initiatives with Party B; and

WHEREAS, Party B has expertise, capital and/or resources to contribute to the formation and operation of a series identified as (the "Series"), and the parties wish to set forth the principal terms of their arrangement in this non-binding but enforceable MOU where specified.

WHEREAS, the parties intend to negotiate, document and execute definitive agreements documenting the Series governance, capital contributions, profit allocation, and operational responsibilities consistent with the terms set forth herein.

SCOPE OF WORK

The parties shall cooperate to establish the Series, allocate responsibilities for formation and ongoing operations, and perform the work described above. Each party shall perform its obligations in accordance with commercially reasonable standards and applicable law.

PAYMENT TERMS

Late payments not contested in good faith shall accrue a late fee of per month on the outstanding balance, or the maximum rate permitted by law, whichever is less. Payment obligations survive termination to the extent services were rendered prior to termination.

TERM AND TERMINATION

This MOU commences on , and shall continue until , unless earlier terminated as provided below.

Either party may terminate this MOU by providing written notice to the other party at least days prior to the effective date of termination. In the event of material breach, the non-breaching party may terminate upon written notice if the breach is not cured within thirty (30) days following receipt of notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use it only for purposes of performing under this MOU and related definitive agreements, and (iii) restrict disclosure to its employees and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that is rightfully received from a third party, or that is independently developed without use of the disclosing party's Confidential Information.

Upon termination or request, the receiving party shall promptly return or certify destruction of Confidential Information, except to the extent retention is required by law or for archival purposes consistent with applicable data retention policies.

GOVERNING LAW

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

ENTIRE AGREEMENT

This MOU, together with any exhibits or schedules attached hereto and any subsequent definitive agreements executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Each party represents that it has full power and authority to enter into this MOU. Neither party may assign its rights or delegate its obligations under this MOU without the prior written consent of the other party, except to an affiliate or successor in connection with a merger, acquisition or sale of substantially all assets, provided that such assignee agrees in writing to be bound by the terms of this MOU.

If any provision of this MOU is held invalid or unenforceable, the remainder of this MOU shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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