Memorandum of Understanding
Summary of use(s)
Memorandum of Understanding between IAARD and ELITE AGRO LLC
Purpose or background
Research and development for agricultural crop commercialization to support the improvement of farmer’s income
IAARD Ministry of Agriculture
This Memorandum of Understanding (hereinafter referred to as the "MoU") is made in Jakarta (hereinafter referred to as "the effective date"), by and between:
Elite Agro LLC, United Arab Emirates, located at Abu Dhabi, United Arab Emirates, PO Box 126836, represented by Dr. Abdulmonem Al Marzooqi, Managing Director, Agriculture of Elite Agro LLC, United Arab Emirates, (hereinafter referred to as the "Elite Agro"), as the one Party;
The Indonesian Agency for Agricultural Research and Development (IAARD), located at
Jl Ragunan No 29, Pasar Minggu, South Jakarta, Indonesia represented by Dr. Fadjry Djufry, Director General of Indonesian Agency for Agricultural Research and Development, (hereinafter referred to as "IAARD"), as the other Party;
Referred to together as the "Parties", and individually as a "Party"
CONSIDERING that it is in the interest of both Parties to build and strengthen their relations in the field of developing a sustainable and competitive agri-food industry;
E l- I T EA G R O
RECOGNIZING the importance of sharing and implementing new knowledge and new technologies to develop a sustainable and competitive agri-food industry and discover the possibilities for commercial yields to support the improvement of farmer's income;
WHEREAS this MOU between Elite Agro and IAARD refers to minutes of meeting on September 17, 2019, and October 22, 2019, the site visit in Lembang on October 24, and in Sukabumi, West Java on October 28, 2019, and Strategic Collaboration Proposal between Elite Agro LLC and the Indonesian Agency for Agricultural Research and Development ref. P/EAG/IAARD/056 dated November 24, 2019;
PURSUANT to the prevailing laws and regulations in Indonesia;
In consideration of the mutual cooperation made hereinafter, Elite Agro LLC and IAARD hereby agreed with the following general provisions and terms:
The objective of this Memorandum of Understanding (MOU) is to undertake, subject to the provisions herein, the research and development collaboration for agricultural crop commercialization to potentially generate commercial yields to support the improvement of farmer's income.
In order to enter into this MOU, the Parties have decided that the following institutions shall carry out and implement the provisions set out in this Mol-J.
- The Elite Agro LLC, United Arab Emirates, and its affiliated companies.
- The Indonesian Agency for Agricultural Research and Development, and its affiliated institutions.
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AREAS OF COOPERATION
The areas of cooperation would cover sharing new knowledge on agricultural crops, technology transfer, technology assistance and develop a sustainable and competitive agri-food industry base on both innovation and expertise and discover the possibilities for commercial yields to support the improvement of farmer's income. Conducting research and development in sustainable production systems, future farming, including managing risks and seizing opportunities, value chains and farm business, partnerships, gender and youth movement, communications and services and education and training programs.
CONTRIBUTION AND OBLIGATION
Both Parties, subject to the availability of technical, personnel and resources, and mutually agreed-upon procedures, shall provide necessary resources based on the project proposal to be developed by both Parties.
MATERIAL TRANSFER AGREEMENT
All biological materials used in the collaboration will be transferred using Material Transfer Agreements (MTA) that would carefully describe the Material. Further, the transfer of biological materials, including breeding materials and germ-plasm, will be subject to pertinent biosafety and bio-prospecting laws, rules, and regulations.
PROTECTION OF INTELLECTUAL RIGHTS
- Any intellectual property brought by any Party for the implementation of this MOU shall remain the properw of that Party.
- Any intellectual rights resulted from activities under this MOU shall be jointly owned and subject to separate and specific arrangements concluded between the Parties.
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A G FR O
- For the solely developed products by Elite Agro (breeding materials, patent, PVP) should be registered with different kinds or types of intellectual property rights based on or related to the products to ensure exclusive rights at Elite Agro LLC's expense and discretion. Elite Agro LLC will agree to pay benefit sharing for its commercialization based on the International Treaty. The calculation of the benefitsharing will be based on the Project Agreement.
- The results of scientific research under this collaboration shall be informed to the Parties prior to joint publishing under the condition that both Parties have agreed in advance upon disclosure to the public.
- The personnel involved under this collaboration shall not disclose or publish any program information without the prior written approval of both Parties.
- Data and information obtained during the research collaboration shall be made accessible by both Parties.
- This MOU is not, nor does it constitute, an offer capable of becoming a contract by acceptance and it is not and will not become legally binding upon any of the Parties. This MOU is only meant to form the basis for the negotiation of definitive documentation in connection with the future co-operation, and nothing herein shall oblige any ParW to enter into or consummate any proposed transaction or enter into any definitive documentation in connection therewith.
- Neither Party shall have any liability or obligation to the other under this MOU due to the failure of the Parties to consummate any obligation whatsoever. A binding commitment with respect to any obligation, if at all, will result only from the execution of a definitive agreement, subject to the conditions expressed therein. Each Party shall bear its own costs in connection with the negotiation, entering into and completion of legally binding documentation pertaining to the Proposed
E L I T E
- The Parties agree that this Memorandum of Understanding is non-binding and is not intended to give rise to any contractual obligations of one Party to other Party, except regarding confidentiality of information as stipulated in Article X of this Mol-J.
SETTLEMENT OF DISPUTE
- Any difference or dispute arising between the Parties related to the interpretation and—implementation of this MOU shall be settled amicably through consultations and/or negotiations between the Parties.
- All disputes or controversies which cannot be solved through consultations and/or negotiations between the parties out of, in relation to or in connection with this Agreement shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language of the arbitration shall be English.
- Each Party will take appropriate and reasonable care to keep the Confidential Information of the other Parties confidential, and not disclose it to any third party without the prior, written consent of the owner. If granting access to such Confidential Information at all to its employees, students, contractors, and/or agents, a receiving Party shall grant access only on a need-to-know basis and shall remain liable for the use by these individuals. Receiving ParO' shall further require that each such employee, student, contractor, and/or agent agree in writing to maintain such confidentiality under this Agreement, and following its termination.
- In the event of oral disclosure of Confidential Information, the disclosing Party shall identify at the time of disclosure the confidential nature of the oral communication to the receiving Parw and reduce the Confidential Information to writing, marking it "confidential," and providing it to the receiving Party within ten (10) days after oral disclosure.
E L I T E A G FR O
- Confidential Information does not include any information that:
is known to a receiving Party before the owner party discloses it, as long as the receiving Party had no obligations to keep that information confidential;
or ii. is or becomes publicly known without the fault of a receiving party; or iii. is obtained by the receiving Party from a third Party in circumstances where the receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality owed to the disclosing Party; or iv. is independently developed by the receiving ParW; or
- is approved for release in writing by an authorized representative of the disclosing
- The preceding, shall not prevent a Receiving Parb/ from disclosing the Disclosing Party's Confidential Information to comply with any law if required to do by a judicial or administrative body with jurisdiction over the Parw or under its governance requirements under institutional policies. Before making a disclosure, the Receiving Par-W shall provide to the Disclosing (i) notice of the requirement of further disclosure; (ii) a description of the information to be disclosed; and (iii) the opportunity, if available, to seek any legal redress prior to such further disclosure.
- Nothing in this clause should be understood as an ability to keep project's results confidential in terms different from those agreed for Intellectual Property and Publications.
This MOU can be reviewed or amended at any time by mutual written consent by the Parties. Such revisions or amendments shall enter into force on such date as determined by the Parties and shall form as an integral part of this Mol-J.
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ENTRY INTO FORCE, DURATION AND TERMINATION
- This MOU shall enter into force on the date of its signing.
- This MOU shall remain in force for a period of 10 (ten) years and may be extended by mutual consent of the Parties in writing.
- Each Party may terminate this MOU at any time by giving written notification to the other Parw at least 6 (six) months in advance.
- The termination of this MOU shall not affect the validity and duration of any on-going activities or projects made under this MOU until the completion of such activities or projects.
IN WITNESS WHEREOF, this MoU is done in Abu Dhabi, United Arab Emirates on JL.I.DI.I.Z•OÞ . and shall be effective as the Effective Date and is executed in two identical counterparts which are equally valid. The Parties to this MOU have thoroughly read and certify this to be in accordance with their desires in all aspects that relevant signatures is alte set to be of evidence thereof and each original copy held by the Parties.
Elite Agro LLC, United Arab Emirates: Indonesian Agency for Agricultural Research and Development:
u monem Al Marzooqi Dr. Fadjry Djufty
Title: Managing Director, Agriculture Tittle: Director General of IAARD Elite Agro LLC Date: