MEMORANDUM OF UNDERSTANDING
PARTIES
This Memorandum of Understanding (hereinafter referred to as the "Agreement") is entered into
on April 06, 2024, by and between ZenChill Matcha Delights, a Partnership business organized
and existing under the laws of Philippines, with its principal office located at Osmena Street,
Tagum City, Philippines, hereby represented by its members:
Angelyn O. Saypan
Jenny E. Pingkian
Sharvie Gil A. Basquinas
Ariana B. Powell
Arabella S. Briz
Lorejen Yonola
Ryl Jun Tahadlangit
PURPOSE
- This Agreement is entered into for the following reasons.
o To establish a framework for collaboration and cooperation between the Parties
aimed at enhancing their respective business operations and pursuing mutual goals.
o To facilitate the sharing of resources, including technology, information, and human
capital, in order to achieve efficiencies and enhance productivity among the Parties.
o To engage in joint development activities in the areas of [specify areas, e.g., product
development, research and innovation, etc.], with the aim of leveraging each Party's
strengths to create superior offerings or solutions.
o To collectively explore and develop new markets for their products and services,
thereby expanding each Party's reach and impact in the competitive landscape.
o To implement strategies for shared risk management, ensuring that all Parties
contribute to and benefit from mechanisms designed to minimize exposure to
business and operational risks.
RESPONSIBILITIES OF THE PARTIES
1. Communication: Maintain open and regular communication to facilitate the effective
implementation of this Agreement.
2. Resource Allocation: Commit necessary resources, both human and financial, to achieve
the objectives outlined in the Purpose section.
3. Reporting: Provide timely reports and updates regarding progress and any challenges
encountered.
4. Compliance: Ensure compliance with all applicable laws and regulations in the execution
of their responsibilities.
5. Confidentiality: Protect and not disclose any confidential information received from other
Parties without prior consent.
6. Dispute Resolution: Participate in dispute resolution procedures amicably, as agreed upon
in this Agreement.
7. Performance Monitoring: Monitor and evaluate the performance of activities under this
Agreement to ensure goals are met.
8. Collaboration: Engage actively in collaborative efforts as outlined in the Agreement and
contribute positively to joint initiatives.
9. Quality Assurance: Uphold high standards of quality and excellence in all joint activities
and outputs as specified in this Agreement.
10. Promotion and Advocacy: Actively promote the shared goals and results of the
Agreement and advocate for the collective interests of all Parties in relevant forums and
discussions.
GOVERNING LAW
- This Agreement shall be governed by and construed in accordance with the laws of Philippines.
ALTERNATIVE DISPUTE RESOLUTION
- Any dispute or difference whatsoever arising out of or in connection with this Agreement shall
be submitted to negotiation (Arbitration/mediation/negotiation) in accordance with, and
subject to the laws of, ____Philippines___.
AMENDMENTS
- The Parties agree that any amendments made to this Agreement must be in writing and they
must be signed by both Parties to this Agreement.
- As such, any amendments made by the Parties will be applied to this Agreement.
ASSIGNMENT
- The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third
party unless consented to by both Parties in writing.
ENTIRE AGREEMENT
- This Agreement contains the entire agreement and understanding among the Parties hereto
with respect to the subject matter hereof, and supersedes all prior agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof. The express terms hereof control and supersede any course
of performance and/or usage of the trade inconsistent with any of the terms hereof.
REPRESENTATION AND WARRANTIES
- The Parties agree and disclose that they are authorized fully for entering this Agreement. Both
Parties’ performances and obligations are not to violate the rights of any third party or else
violate other, if any, agreements made between them and/or any other organization, person,
business or law/governmental regulation.
LIMITATION OF LIABILITY
- Under no circumstances will either party be liable for any indirect, special, consequential, or
punitive damages (including lost profits) arising out of or relating to this Agreement or the
transactions it contemplates (whether for breach of contract, tort, negligence, or other form of
action) in case such is not related to the direct result of one Party’s negligence or breach.
SEVERABILITY
- In an event where any provision of this Agreement is found to be void and unenforceable by a
court of competent jurisdiction, then the remaining provisions will remain to be enforced in
accordance with the Parties’ intention.
SIGNATURE AND DATE
- The Parties hereby agree to the terms and conditions set forth in this Agreement and such is
demonstrated throughout by their signatures below:
Name:____________________________ Name:____________________________
Signature:_________________________ Signature:_________________________
Date:_____________________________ Date:_____________________________
Name:____________________________ Name:____________________________
Signature:_________________________ Signature:_________________________
Date:_____________________________ Date:_____________________________
Name:____________________________ Name:____________________________
Signature:_________________________ Signature:_________________________
Date:_____________________________ Date:_____________________________
Name:____________________________
Signature:_________________________
Date:_____________________________
