State of __________ Rev.

13464DA

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (this “MOU”) is made and entered into on this __________
(“Effective Date”) by and between: __________, at __________, __________, __________,
__________ (the “First Party”)

and

__________, at __________, __________, __________, __________ (the “Second Party”),

both of whom are collectively known as the “Parties,”

WHEREAS the First Party and the Second Party desire to enter into an agreement in which they
will work together to achieve the various aims and objectives relating to the __________ (the
“Project”).

AND WHEREAS the First Party and the Second Party are desirous to enter into an MOU
between them, setting out the working arrangements that each of the two agree are necessary to
complete the Project.

1. Purpose and Scope. The purpose of this MOU is to provide the framework, the scope of work,
terms and conditions, and responsibilities of the Parties associated with their work on the Project,
as attached in more detailed information for the Project that the Parties have agreed upon, if
applicable. The obligations of the Parties will end on May 13, 2023.

As further outlined below, both parties will collaborate on the following:

The main objective(s) of the Project:

2. The Parties’ Obligations. The Parties desire and wish that this document will not create any
form or manner of a formal agreement, but rather an agreement between the Parties to work
together in such a manner that would promote a genuine atmosphere of collaboration in support
of an effective and efficient partnership and leadership meant to maintain, safeguard, and sustain
sound and optimal financial, managerial, and administrative commitment with regards to all
matters related to the Project.

3. Cooperation. The Parties represent that they have unique, specialized expertise that they will
draw upon to meet the objectives of the Project.

The First Party will use the following unique experiences and expertise to further the objectives of
the Project:

Memorandum of Understanding (Rev. 13464DA) 1/4

The Second Party will use the following unique experiences and expertise to further the
objectives of the Project:

4. Responsibilities.

The First Party shall undertake the following activities under this MOA:

The Second Party shall undertake the following activities under this MOA:

5. Resources. The Parties will endeavor to have final approval and secure any financing
necessary to fulfill their individual financial contributions at the start of the Project.

The First Party agrees to provide the following material, financial, and labor resources in respect
of the Project:

The Second Party agrees to provide the following material, financial, and labor resources in
respect of the Project:

6. Communication Strategy. Marketing of the Project should always be consistent with the aims
of the Project and only undertaken with the express written agreement of both Parties. Where it
does not breach any confidentiality protocols, a spirit of open and transparent communication
should be adhered to. Coordinated communications should be made with external organizations
to elicit their support and further the aims of the Project.

7. Dispute Resolution. The Parties to this MOU agree that if any dispute arises through any
aspect of this agreement, including, but not limited to, any matters, disputes, or claims, the
Parties shall confer in good faith to promptly resolve any dispute. In the event that the Parties are
unable to resolve the issue or dispute between them, then the matter shall be mediated and
arbitrated in an attempt to resolve any and all issues between the Parties.

8. Governing Law. This MOU shall be construed in accordance with the laws of the State of
__________.

9. Assignment. Neither Party may assign or transfer the responsibilities or agreement made
herein without the prior written consent of the non-assigning party.

10. Amendment. This MOU may be amended from time to time by mutual agreement of the
parties in a written modification signed by both parties.

11. Termination. This MOU may be terminated by mutual written agreement of the Parties upon
thirty (30) days notice.

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This MOU shall automatically terminate upon completion of all responsibilities as stated in the
“Purpose and Scope” section unless otherwise amended, see attached timeline and list of
objectives for the Project, if applicable.

12. Prior Memorandum Suspended. This MOU constitutes the entire Memorandum between
the Parties relating to this subject matter and supersedes all prior or simultaneous
representations, discussions, negotiations, and Memorandums, whether oral or written.

13. Understanding. By signing this MOU, both Parties of this MOU mutually agree and
understand that:

Each Party will take finance and legal responsibility for the actions of its affiliates, officers,
employees, independent contractors, agents, volunteers, and representatives.

Each Party agrees to indemnify, defend and hold harmless the other to the fullest extent
permitted by law from and against all actions, demands, claims, losses, liabilities, costs (including
attorney’s costs and fees), and damages. Each Party shall also be responsible for the
proportionate cost of any damages arising from the fault of such Party, its officers, agents,
employees, and independent contractors.

Each Party shall carry insurance at its sole expense to cover its activities in connection with this
MOU. Each Party shall also obtain and maintain insurance for general liability, workers’
compensation, and business automobile liability adequate to cover any potential liabilities.

14. Notice. All notices, demands, requests, and other communications given hereunder for
purposes other than termination shall be made in writing and shall be deemed given if:

I. Delivered by hand or
II. Mailed by domestic registered or certified mail with prepaid postage, after three (3) business
days since the date postmarked.

Any notices, demands, requests, and other communications returned to the sending Party as
non-delivered should be re-delivered or re-mailed to the forwarding address affixed thereto. Such
communications will be deemed delivered in the same way as those that had not been returned
to the sending Party.

15. Severability. Any part or provision of this MOU that is found to be unenforceable, illegal,
void, or prohibited in any jurisdiction will be ineffective without invalidating the remaining
provisions and parts of the MOU. In such a scenario, the Parties will use reasonable efforts to
employ and find an alternative way to achieve the same or substantially the same result as
contemplated by such part or provision.

Memorandum of Understanding (Rev. 13464DA) 3/4

16. Authorization and Execution. The signing of this MOU does not constitute a formal
understanding and as such it simply intends that the Parties shall strive to reach, to the best of
their abilities, the objectives stated herein.

The MOU shall be signed by and and shall be effective as of the date first written above.

________________________________ Date: ___________________________

__________

________________________________ Date: ___________________________

__________

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