This is a Memorandum of Understanding (“MOU”) between The Global Centre for Risk and Innovation- GCRI (“GCRI”), a Canadian nonprofit corporation, and “Collaborator” a member of GCRI.
Background
GCRI is a nonprofit organization whose mission is to build tools, capacities, solutions, and communities to tackle complex environmental, social, and governance (ESG) issues. Collaborator’s mission is described inside streamlined projects (the “Project Plan”). GCRI and Collaborator wish to work together on a project (the “Project”) as described in the Project Plan and on the basis set out in this MOU.
GCRI and Collaborator agree as follows:
1. Projects
1.1 Objectives and Activities
Project objectives and activities, and GCRI’s and Collaborator’s respective Project responsibilities, are set out in the Project Plan. GCRI and Collaborator will each carry out such responsibilities in accordance with this MOU.
1.2 Project Contacts
GCRI and Collaborator will each appoint one individual to act as the principal contact person and to coordinate activities in connection with the Project. The initial appointees are identified in the Project Plan. GCRI and Collaborator each may change their contact person and/or contact information at any time and will so advise the other.
1.3 Cooperation
GCRI and Collaborator acknowledge that the effectiveness of a collaboration depends in large part on the information provided and the actions undertaken by both parties. To that end, GCRI and Collaborator will cooperate in the performance of the Project, including, without limitation, providing timely access to relevant information and resources.
1.4 External Communications
The Project Plan sets out the external communication plan for the Projects. For consistency of communication, except as contemplated by the Project Plan or as required by law, neither GCRI nor Collaborator will issue any public statement (including statements on its website) relating to the Projects, or use each other’s trademarks or logo in any promotional materials, or in any website, press release, or public communication, without obtaining the other’s prior written consent.
1.5 Responsibility for Own Actions
GCRI and Collaborator will each have sole responsibility for the planning, management, and implementation of its own activities relating to Projects execution, including, without limitation, managing its Project budget, hiring, assigning, and managing employees, and paying expenses.
1.6 Contracts with Other Parties
GCRI and Collaborator may each be required to enter into contracts with third parties in order to carry out their respective Projects responsibilities. These contracts will be the sole responsibility of the entity entering into the contract; neither GCRI nor Collaborator will assume any liability for or guarantee the performance of the other in conjunction with any of these contracts.
1.7 Project Changes
If either GCRI or Collaborator believes the Project Plan should be adjusted in any respect, it will so advise the other of the proposed changes. GCRI and Collaborator will discuss the proposed adjustment and, if they agree on an adjustment, confirm and document the adjustment in the Project Plan.
2. Funding
2.1 Funding Source
The Project is funded by the source (“Funder”) identified in the Project Plan and under a funding agreement attached under each project pathway (“Funding Agreement”). Except as contemplated by this MOU or the Funding Agreement, GCRI and Collaborator will each be responsible for their own expenses incurred in carrying out the Projects.
2.2 Funding Agreement Terms and Conditions
GCRI and Collaborator’s work on the Projects, as described in this MOU or otherwise, will be subject to the terms and conditions of the Funding Agreement. GCRI and Collaborator will comply with all provisions of the Funding Agreement relevant to their respective activities, including, without limitation, funds use, reporting, licensing, and attribution requirements. If there are any inconsistencies between the Funding Agreement and this MOU, including the Project Plan, the Funding Agreement outlined in Project Plan will control.
2.3 Funding Procedures
The Project Plan sets out understandings between GCRI and Collaborator regarding, responsibility for delivery, reporting and other interactions with the Funder, funds disbursement procedures, and other matters relating to the disbursement of funds under the Funding Agreement.
2.4 Funder Changes
GCRI and Collaborator understand that the Funder may request changes that affect the Projects. Both parties will cooperate with each other to incorporate such changes, which may require executing an adjustment to the Project Plan in accordance with Section 1.7 or an amendment to this MOU in accordance with Section 7.2.
3. Data Collection, Confidentiality, and Record-keeping
3.1 Project Evaluation
Each GCRI and Collaborator may collect, analyze, and disseminate data about the Projects to evaluate the Project’s effectiveness, comply with external reporting obligations, and carry out its communication activities.
3.2 Reporting
GCRI and Collaborator will each provide the other with such reports about Project activities as contemplated by the Project Plan and Funding Agreement, and such other information as the other may reasonably request.
3.3 Confidentiality
In working together on the Project, GCRI and Collaborator may share non-public information (“Confidential Information”) with one another and with the Funder, including information about financial, funding, and other matters. GCRI and Collaborator will each use the other party’s Confidential Information only in connection with activities under this MOU and the Funding Agreement and will keep this information confidential. Confidential Information does not include information that is subject to customary exceptions under a non-disclosure agreement, such as information generally available to the public, information already known by the receiving party before entering into this MOU, or information independently developed. All Confidential Information furnished under this MOU is and will remain the property of the furnishing party.
3.4 Record-keeping
GCRI and Collaborator will each maintain records relating to its Project responsibilities in a manner such that the other can evaluate compliance with this MOU and the Funding Agreement, and will make those records available for review by the other on reasonable notice during the term of this MOU and for a period of three years after its termination.
3.5 Sharing Information
GCRI and Collaborator will each reasonably cooperate with one another in providing information relating to its activities under this MOU in connection with any requests from the Funder under the Funding Agreement, any of either party’s other funders, or financial or tax audit, or similar matter, in which the other is engaged.
3.6 Organizational Developments
GCRI and Collaborator will each notify the other promptly of (a) any changes in its management team or key personnel responsible for carrying out its activities relating to the Project; (b) any change in corporate status; or (c) any other development that has or could have a material adverse effect on its financial condition or otherwise materially affect its ability to carry out the Project. If requested by either GCRI or Collaborator, then the other party will promptly provide its annual financial statements and such other financial and other information as reasonably requested.
4. Intellectual Property
4.1 Name and Logo
GCRI and Collaborator may use the other’s name, logo, and other marks (collectively, “marks”) on Project materials and for external communication purposes as set out in the Plan. For clarity, GCRI will obtain no rights to Collaborator’s marks, and Collaborator will obtain no rights to GCRI’s marks, other than the limited rights set out in this Agreement.
4.2 Materials Developed by Each Party
In carrying out the Project, GCRI and Collaborator may share and permit the use of existing proprietary know-how, methodologies, curricula, documents, and other materials (collectively, “materials”). GCRI and Collaborator grant to each other a royalty-free, non-exclusive, non-transferable, non-sublicensable, and revocable license to use and distribute such materials for the sole purpose of carrying out the Project as contemplated by the Plan. For clarity, GCRI and Collaborator each own, and will continue to own, all rights, titles, and interests, including all copyright rights, in and to its own existing materials. It is further understood and agreed that each party retains all rights, title, and interest in and to any materials it exclusively creates for the Project.
4.3 Material Developed Jointly
Unless otherwise specified in the Plan, GCRI and Collaborator will jointly own any new materials developed in connection with the Project that were not developed independently but are jointly conceived and created (“Joint Works”). Neither GCRI nor Collaborator may convey or license any rights in or to the Joint Works without the express prior written consent of the other party. Following termination of this MOU for any reason, either party may use the Joint Works, internally, in connection with activities consistent with the purpose of this Project. Neither party may disclose Joint Works to third parties unless such party (a) obtains written consent from the other party, and (b) if requested by the other party, removes any trademark, service mark, or other identifiers of the other party from the Joint Works. GCRI and Collaborator agree that there will be no liability or accounting for profits or revenues made on account of the exercise of any of the rights granted in connection with Joint Work Product.
4.4 No Infringement
GCRI and Collaborator each warrant to the other that their respective Project materials will not violate, infringe, or misappropriate any copyright, right of privacy, right of publicity, trademark, trade name, trade secret, or other common law or statutory intellectual property or other rights of any nature of any third party.
4.5 Other Funding Arrangement Requirements
Other funding agreements may require GCRI or Collaborator to share Project data with or license Project materials to other funders. GCRI and Collaborator will advise the other about any such requirements, and, to the extent necessary to comply with such requirements, and subject to Section 2.2, grant to the other royalty-free licenses to provide data and materials to such funders.
5. Insurance and Indemnification
5.1 Insurance
GCRI and Collaborator will carry or obtain the insurance, if any, specified in the Project Plan.
5.2 Indemnification
GCRI and Collaborator will each defend, indemnify and hold the other and the other’s directors, officers, employees, agents, and assigns (collectively, “Indemnified Parties”) harmless against all claims, liabilities, losses, damages, and expenses, including reasonable attorney’s fees and expenses, resulting from (a) its own performance of activities under or breach of this MOU or the Funding Agreement; (b) any claims by employees, clients, subcontractors, suppliers, creditors, tax authorities or other persons in a relationship with it; or (c) actions by one party that cause the other to be in breach of the Funding Agreement. Neither GCRI nor Collaborator will have any obligation to indemnify the other to the extent the liability is caused by its own gross negligence, willful misconduct, or breach of its obligations under this MOU.
6. Termination
6.1 Expiration
This MOU will terminate on the completion date set out in the Project Plan unless terminated under any of the other provisions of this Section 6.
6.2 Mutual Agreement
This MOU may be terminated by a writing signed by both GCRI and Collaborator that states their intent to terminate this MOU and the date upon which such termination will take effect.
6.3 Termination on Notice
Either GCRI or Collaborator may on its own terminate the Project and this MOU at any time by providing written notice of that decision to the other. Such termination will be effective 30 days after receipt of notice by the non-terminating party.
6.4 Termination for Breach
If either party breaches any of its obligations under this MOU, the non-breaching party may provide the breaching party with written notice of the breach. If the breaching party fails to cure the breach within 15 days after receipt of such notice, the non-breaching party may terminate this MOU upon delivery to the breaching party of a written notice to that effect, with the termination effective upon receipt of such notice by the breaching party. The non-breaching party may in its reasonable discretion determine whether the breach has been cured.
6.5 Termination for Reputational Concerns
Either GCRI or Collaborator may immediately terminate this Agreement by giving written notice to the other if it reasonably believes that the other party has engaged or is engaging in conduct, or has been alleged to have engaged in conduct, including, without limitation, conduct involving harassment or discrimination, of a nature which reflects or could reflect materially and unfavorably upon the reputation of the terminating party. Such termination will be effective upon delivery of the notice by the terminating party.
6.6 Termination by GCRI
Either party may in its sole discretion terminate this MOU at any time if (a) one party uses the resources provided under this Agreement for any purpose other than as stated in the Project Plan or Funding Agreement; (b) one party makes any misrepresentation in any report or other document delivered or statement made to the other party or Funder; or (c) the Funding Agreement terminates by reason of Funder action or otherwise. The terminating party will send the other party written notice to that effect, with the termination effective 5 days after the terminating party delivers it.
6.7 Effect of Termination
Upon the expiration or termination of this MOU, GCRI and Collaborator will promptly cease any use of the other’s materials, names, logos, and other marks, except as permitted under Section 4.6. If the MOU terminates, GCRI and Collaborator will cooperate in transition activities and will use reasonable efforts to minimize interruption and any adverse impacts of the termination. Collaborator upon GCRI’s request will repay to GCRI any unused portion of the funds within 30 days after the effective date of termination. Sections 3.3, 3.4, 3.5, 4, 5.2, 6.7 and 7 will survive the expiration or termination of this MOU.
7. General Provisions
7.1 Entire Agreement
This MOU, together with the Project Plan and other inLab’s documents, expresses GCRI’s and Collaborator’s final, complete, and exclusive agreement, and supersedes any and all prior or contemporaneous written and oral agreements, arrangements, negotiations, communications, course of dealing or understanding between GCRI and Collaborator relating to its subject matter. If there are any inconsistencies between the Project Plan and this MOU, this MOU will control.
7.2 Amendment
This MOU may be amended only as stated in and by a writing signed by both GCRI and Collaborator which recites that it is an amendment to this MOU.
7.3 Severability
If any provision of this MOU is held illegal, invalid, or unenforceable, all other provisions of this MOU will nevertheless be effective, and the illegal, invalid, or unenforceable provision will be considered modified such that it is valid to the maximum extent permitted by law.
7.4 Waiver
Any waiver of the provisions of this MOU must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this MOU will not be considered a waiver of any later breach or of the right to enforce any provision of this MOU.
7.5 Assignment
Neither party may, directly or indirectly, assign its rights or delegate its duties under this MOU to anyone else without the prior written consent of the other party, except that either may assign all of its rights and obligations under this MOU without the other’s prior written consent in connection with a merger, acquisition, reorganization, sale or transfer of substantially all of its assets, or other operation of law.
7.6 Independence
GCRI and Collaborator are and will remain independent contracting parties. The arrangements contemplated by this GCRI do not create a partnership, joint venture, employment, fiduciary, or similar relationship for any purpose. Neither GCRI nor Collaborator has the power or authority to bind or obligate the other to a third party or commitment in any manner. Any use of the term “partner” or comparable term in any communication is solely for convenience.
7.7 Notices
Notices, approvals, and consents under this MOU must be in writing and delivered to GCRI and Collaborator by email to the contact person identified in the Project Plan.
7.8 Governing Law
This MOU is governed by Canadian law.
7.9 Counterparts
This MOU may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts will constitute effective delivery.