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DRAFT Memorandum of Understanding

This Memorandum of Understanding (the MoU) is made and entered into on the [DATE],
by and between[COMPANY ONE](Company One), of [ADDRESS ONE], and[COMPANY
TWO](Company Two) of [ADDRESS TWO]. This MoU shall expire after 6 months, unless it
is extended by any subsequent written agreement, and irrespective of any further written
agreement certain rights and obligations between the parties shall remain in force without
termination, namely clauses B1, B2, B3, B4.
WHEREAS, in connection with the establishment of a business opportunity forCompany
Onein [TERRITORY], Company One agrees to enter into an exclusive business development
association and a master distributor association with Company Two.
THEREFORE,Company OneandCompany Twoeach agrees:
A. Market Development
A1.CompanyTwowill apply its best endeavours to:
A1.1 Investigate the market opportunity for business in[TERRITORY] forComapnyOneand in
particular the {product, service or system - the market offer.
A1.2 Establish customer contacts, qualify prospects, and find and evaluate partners and
resellers for Company Ones products commencing with {first offer to market}.
A1.3 Contribute time and expertise, use of its website, and access to its contacts in Industry,
Commerce Government to develop the opportunity.
A1.4 Provide regular communication and a written three-monthly and final six-month report
on the market entry strategy, including distribution, support and prospects.
A2.CompanyOnewill supportCompany Twoand will:
A2.1 Provide marketing materials in [LANGUAGE} andadvice on a timely basis to support
the market development activities.
A2.2 Use its best endeavours to stimulate market demand and interest in its products and
services in[TERRITORY] by whatever means is appropriate.
A2.3 ReimburseCompany Twofor direct costs incurred on behalf ofCompany Oneincluding
travel, preparation of local marketing materials, and telephone, provided significant direct
costs are pre-approved in writing byCompany Onee.g. travel.
A2.4 For a period of six months, payCompany Twoa market development fee of[AMOUNT
in words](Amount in figures) monthly in advance on the signing of this MOU.

B. Master Distributor
B1 .Company Twoshall be entitled (the Entitlement) to fees for all sales ofCompany
One'sproducts and services in [TERRITORY]. This entitlement shall be formalised in a
Master Distribution Agreement during the term of this MoU.
B2 . The term of the Entitlement is [TERM].
B3 . The Entitlement shall remain in force irrespective of the term of this MoU and
irrespective of whether a formal Master Distributor Agreement has been signed or not.
B4 . For Direct Sales byCompany Twothe entitlement fee shall be[PERCENTAGE ONE]of
product and license fees and[OERCENTAGE TWO]of professional service fees due and
payable to Company One.
B5 . For other than Direct Sales the entitlement fee shall be[PERCENTAGE THREE]of all
sales.
The laws of[COUNTRY] shall cover this MoU.
In WITNESS WHEREOF, the parties have executed this MoU.
[COMPANY ONE]
[COMPANY TWO]
By
Title
Date
Memorandum of Understanding Page 1 of 1 [DATE]

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