英文版三方合作协议(MOU)

MEMORANDUM OF UNDERSTANDING

ON COOPERATION IN **** PPP PROJECT

This Memorandum of Understanding (the “MOU”) is made in Beijing, t People’s Republic of China, on this day of …… June 2020 among:

(1) …………………………Company Limited (hereinafter referred to as “………”, which

shall mean and include its successors, affiliates and permitted assignees), a company duly organized and existing under the laws of the People’s Republic of China, with its principal office at …………………………………………………..Beijing, People’s Republic of China.

(2) ………………………….Company Limited(hereinafter referred to as “……….”,

which shall mean and include its successors, affiliates and permitted assignees), a company duly organized and existing under the laws of the People’s Republic of China, with its princi pal office at …………………………………………………..Beijing, People’s Republic of China.

(3) ………………………….Company Limited(hereinafter referred to as “……….”,

which shall mean and include its successors, affiliates and permitted assignees), a company duly organized and existi ng under the laws of the People’s Republic of China, with its principal office at …………………………………………………..Beijing, People’s Republic of China.

Hereinafter, each of the parties to this MOU shall be individually referred to as a "Party" and collectively refer red to as the “Parties”.

WHEREAS:

(A) The Department of Highways of the Ministry of Construction of **** (the “Employer”)

has issued an invitation to local and/or international firms to submit the Expression of Interest (the “EOI”) for the **** PPP Proje ct (the “Project”) on 18th Jan 2020.

(B) The Parties have the financial strength, technical know-how and considerable

experiences in the field of infrastructure development.

(c) The Parties enter into this MOU in order to form a Consortium and submit the EOI for

the Project to the Employer.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. OBJECTIVES

(a) The Parties intend to work together to form a Consortium and submit the EOI to

the Employer in order to prequalify the Project.

(b) All Parties are well aware and understand that this MOU is executed only aiming

for the EOI submission for the Project.

2. SCOPE OF WORK

(a) The Parties agree to undertake the process in order to form a Consortium legally

including the execution of the Consortium Formation Agreement.

(b) The Consortium shall include all the Parties to this MOU. In case of new Parties

admission, the Parties may admit them into the Consortium by unanimous

decision in accordance with the terms and conditions of the Consortium

Formation Agreement.

(c) The Parties shall cooperate in order to jointly prepare the EOI submission for the

Project together with the required documents.

3. STRUCTURE OF COOPERATION

After the Consortium have been pre-qualified for the Project, the details of the structure of cooperation including financing, revenue sharing, costs and expenses, feasibility studies, acquisition of relevant licenses/approvals/permits, provision of professional and technical expertise as well as the knowledge and know-how for the Project will decided by the Parties through further negotiations and discussions in good faith.

4. Confidentiality

This MOU and all information disclosed or furnished by one Party to the other Parties in connection with the MOU shall be deemed confidential during the period of validity and two (2) years after the termination of this MOU. This information shall not be disclosed or furnished to any third party except for the appropriate purpose of development and implementation of the Project. The receiving Parties shall protect the information with the same confidentiality as applies to the Parties.

5. Assignment

Neither Party shall assign or transfer the benefit of this MOU and/or its rights and obligations thereunder to any third party without the prior written consents of the other Parties.

6.Term

This MOU shall enter into force on the date of signature and shall be valid for a period of one (1) year. The effective term of this MOU shall be extended by mutual agreement of the Parties in writing at least one month before the date of termination. This MOU may be early terminated upon mutual consent of the Parties.

7. Modifications and Separate Agreements

(a) There shall be no modification of this MOU except by written consent of the

Parties.

(b) The Parties agree to enter into the Consortium Formation Agreement and any

other agreements in relation to the Project as and when necessary. The terms,

conditions, rights and obligations would be stipulated accordingly in those

agreements.

8.WITHDRAWAL OF A PARTY

(a) Each Party shall have the right to withdraw its participation from this MOU and

consequently from the Consortium (the “Withdrawing Party”) without any

liability, except for accrued liabilities at the time of withdrawal.

(b) The Withdrawing Party shall serve a written notice of withdrawal to the other

Parties.

9. Others

(a) This MOU defines and specifies the relationship among the Parties and

supersedes all prior written or oral agreements.

(b) Any disputes that arise during the implementation of this MOU shall be settled

through amicable consultations among the Parties.

(c) The partnership will be steered by a working team consisting of senior executives

from all Parties. This working team will interact closely and liaise with the

Project.

(d) The Parties agree to share all costs and expenses equally in connection with the

preparation and submission the EOI to the Employer.

(e) This MOU shall be governed by and construed in accordance with the laws of

Myanmar.

This MOU is construed and signed by the representatives of all Parties in good faith as of the date first above written.

For and On Behalf of

……………………Company Limited

__________________

Name:

Designation:

For and On Behalf of

……………………Company Limited

__________________

Name:

Designation:

For and On Behalf of

……………………Company Limited

__________________

Name:

Designation: