1. Overall Structure:
By executing this Memorandum of Understanding (“MOU”) the Parties agree to complete respective tasks, obligations, and/or requirements as follows: Playbasis agrees to: Provide the Offeree with a quotation, payment terms, time-line for implementation and other key information for negotiation. If negotiation is successful, Playbasis shall provide its Technology, Consulting, Training and Technical Services to the Offeree. Offeree agrees to: Negotiate Playbasis’ offer and share all necessary information to facilitate negotiation setting.
2. Negotiation:
The Parties agree to enter into negotiations under the Terms and Conditions of this Memorandum of Understanding (“MOU”) to determine whether this business transaction is viable for both Parties. The Parties shall make all reasonable efforts to finalize negotiation within nighty (90) days of the date first written above.
3. Confidentiality:
In the event that any confidential information is exchanged between the Parties, resulting from negotiations under the Terms and Conditions of this Memorandum of Understanding (“MOU”), both Parties shall agree to protect the confidentiality of the confidential information of the other in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind.
4. Terms and Termination:
Unless sooner terminated or extended by the parties, this Memorandum of Understanding (“MOU”) shall remain in effect for a term of nighty (90) days from the Effective Date. Either party may terminate this Memorandum of Understanding (“MOU”) at any given time, without cause, upon providing the other party two (2) weeks prior notice.
5. Binding Agreement:
This MOU is nonbinding and constitutes an indication of intent only and creates no liability or obligation of any nature whatsoever among the Parties. Legally binding obligations with respect to the contemplated transaction will only arise upon execution of a definitive contract.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Understanding (“MOU”) as of the date first written above.