THE REPUBLIC OF UGANDA
IN THE MATTER OF THE CONTRACTS ACT 2010
AND
IN THE MATTER OF A MEMORANDUM OF UNDERSTANDING
BETWEEN
OTIC FOUNDATION LIMITED
AND
COURSERA INC.
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MoU) is made this …..............…. day of ……………………. 2024
BETWEEN
OTIC FOUNDATION LIMITED (hereinafter referred to as “OTIC” which expression shall where the context
so admits include its legal representatives, assignees and successors-in-title), of the other part.
AND
COURSERA INC. (Coursera) having its offices at 381 E. Evelyn Ave., Mountain View, California, 94041,
which expression shall where the context so admits include its representatives, assignees and successors)
of one part.
WHEREAS;
A. OTIC is a social enterprise that was established to eliminate the technology divide of youth
in the developing world, especially in the area of Artificial Intelligence.
B. Coursera Inc (Coursera) is a provider of online education technology (Edtech). And primarily offers
learning programs especially in the areas of data science, business, computer sciences, personal
development, information technology, language learning, health, math and logic, social science,
physical science, arts, and humanities.
C. Recognizing that innovation is a key driver for digital transformation and establishment of
knowledge-based economies and societies.
NOW THEREFORE THIS “MOU” WITNESSETH as follows:-
1. DEFINITIONS
1.1 “MoU” means the Memorandum of Understanding;
1.2 Confidential Information” means any information, technical data, or know-how, including, but not
limited to, that which relates to research, products, services, customers, markets, software,
developments, inventions, processes, designs, drawings, engineering, marketing, finances and
commercial plans, reports, trade secrets, plans, designs which “Confidential Information” is
marked to be confidential or proprietary, or if given orally, is identified at the time of disclosure as
being confidential or proprietary or is confirmed in writing within 10 (ten) days of disclosure as
having been disclosed as confidential or proprietary. Confidential Information does not include
information, technical data or know-how which: -
I. Is in the possession of the Receiving Party without an obligation of confidentiality at the
time of disclosure;
1
II. prior to or after the time of disclosure becomes part of the public knowledge or literature,
not as a result of any inaction or action of the Receiving Party;
III. Is approved by the Disclosing Party, in writing, for release; or
IV. Is developed by the Receiving Party without any use of, reference to or access to the
Confidential Information of the Disclosing Party.
V. The Party claiming any of the foregoing exceptions shall have the burden of proving the
applicability of such exception.
1.3 “Disclosing Party” means a Party which discloses information to the other Party in accordance
with the terms of this MoU;
1.4 “Receiving Party” means the Party receiving information under this MoU.
2. PURPOSE AND AREAS OF COLLABORATION
The purpose of the MoU regards the Up-skilling Ugandan talent with industry-relevant skills in emerging
technologies like Artificial Intelligence (AI) with particular focus on Artificial Intelligence, Data science and
data analytics.
3. TERM AND IMPLEMENTATION
3.1 This “MoU” shall be in force on the day and year first above written and will remain in force for
a term of Two (2) years.
3.2 The Parties may extend the term of this “MoU” upon mutual agreement.
3.3 The Parties agree to implement this “MoU” in accordance with their applicable laws,
regulations, administrative policies, practices and procedures currently in force.
4. RESPONSIBILITIES OF THE PARTIES
4.1 Coursera Inc (Coursera) shall:
4.2 Provide OTIC with Twenty Thousand (20,000) licenses (reusable after course completion) which
shall be distributed until the expiry of this MoU.
4.3 Each license shall cost $ 100 USD
2
5. JOINT RESPONSIBILITIES OF THE PARTIES INCLUDE:
5.1.1 Sharing all relevant documentation required to meet the objectives of this “MoU”;
5.1.2 Cooperating with each other for the smooth operation of any activities jointly undertaken;
6. INTELLECTUAL PROPERTY
6.1 During the performance of this “MoU”, the Parties may exchange, share and/or disclose information
which is confidential which includes but is not limited to all trade secrets, formulations, preparations,
trademarks, patents, formulae, and all intellectual property rights. Where the Parties exchange, share
and/or disclose Confidential Information or come into possession of such information during the
performance of this Agreement, the Parties hereby undertake to safeguard, respect and protect such
information.
6.2 This “MoU” shall not permit the use or dissemination by either Party hereto of intellectual property
belonging to the other Party, without the prior written consent of the Party owning the said intellectual
property.
6.3 All reports, data, maps, diagrams, drawings, plans, designs, specifications, calculations and software
containing information compiled and independently prepared and/or developed by either Party shall
remain the absolute property of such Party.
7. CONFIDENTIALITY
Each Party shall treat as confidential all information from the other pursuant to this MoU and shall not
divulge such information to any person without the other Party’s prior written consent save as required
by law, and each Party shall ensure that is employees/agents are aware of and comply with this
clause. The obligation as to the confidentiality shall survive any termination of this “MoU”.
8. REVIEW AND AMENDMENTS
This “MoU” will not be amended or modified in any manner, except upon the mutual written consent
of the Parties whereupon all such agreements will be reduced in writing and signed by the authorized
representative of each Party.
9. TERMINATION
3
9.1 This Agreement shall come into force upon signature by both Parties and shall be valid unless the
Agreement is terminated or expires under this ("MoU").
9.2 Either Party shall have the right to terminate this Agreement for any reason at the end of any calendar
month, by providing the other with written notice of such termination, which shall be effective three (3)
months after receipt of such termination notice.
9.3 Termination of this “MoU” will not preclude either Party from fulfilling its outstanding and on-going
obligations undertaken prior to the service of the notice to termination.
10. FORCE MAJEURE
No Party will be liable, in respect of any delay in completion or non-performance of any of its
responsibility and/or obligations under this “MoU” directly or indirectly resulting from delays by acts of
God, like flood, earthquakes; acts of the public enemy; strikes; lockouts; epidemic and riots; or other
causes beyond the control of the Parties. In the event of any of the foregoing, the time of performance
of the MoU will be equitably adjusted, and in no event will any Party be liable for any consequential or
incidental damages from its performance or non-performance of any responsibility and/or obligation
under this MoU. The Parties will resume the completion or performance of their responsibility and/or
obligations under this MoU as soon as possible subsequent to any delay due to any event of force
majeure.
11. MARKETING AND CO-BRANDING
That Coursera shall brand the certificates with a joint logo of Coursera and OTIC Logo publish OTIC’S
brand on all their socials. Otic Foundation shall equally publish Coursera brand in all their activities not
limited to fliers, banners and its social handle as well.
12. MISCELLANEOUS
13.1 Notices
Any notice or other communication required under this Agreement shall be in writing and either delivered
personally to the addressee or faxed (with confirmation received) to the addressee, sent by express courier
to the addressee or mailed, certified or registered mail, postage prepaid, and shall be deemed given when
so delivered personally, faxed to the addressee (and confirmation received), or, if sent by express courier,
two (2) business days after the date so sent, or, if mailed, seven (7) business days after the date of mailing,
to the applicable address as follows:
4
In case of OTIC FOUNDATION LTD
The Chief Executive Officer (CEO)
Nesta Paul Katende
Email:[email protected]
In case of COURSERA INC. (Coursera)
Strategic partnership Director
Ahmed Alijubairi
381 E. Evelyn Ave., Mountain View,
California, 94041
Phone: +966544454140
13.2 Governing Law and Language of the Agreement
This “MoU” shall be governed and construed in all respects by the Laws of Uganda. The governing
language of this MoU shall be English.
13.3 Severability
Each of the clauses/provisions of this “MoU” is severable and distinct from the others and if at any
time one or more of such provisions is invalid, illegal or unenforceable, the validity, legality and
enforceability/performance of the remaining clauses/provisions of this MoU will not in any way be
affected or impaired.
13.4 By signing below, the undersigned representative of each party warrants and represents that (i) he or
she has full authority to execute this Agreement on behalf of each party respectively and to bind the
party on whose behalf he or she is executing this Agreement to the terms hereof, and (ii) he or she has
no knowledge of the existence of any other contract or agreement which would prevent it from carrying
out its respective responsibilities under this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
Signed for and on behalf of
COURSERA INC.
Name:
5
Signature: ………………………………………….
Title: .............................................................
In the presence of
Name: ..................................................
Signature: …………………………………....
Title: ………………………………………………
Signed for and on behalf of OTIC FOUNDATION LIMITED
Name: NESTA KATENDE PAUL
Signature:..........................................................
Title: ……………………………………..........
In the presence of:
Name: ……………………………………............
Signature:..........................................................
Title: ……………………………………...............
