Today we at FAU celebrate World Sickle Cell Day. Established by the United Nations in 2008, World Sickle Cell Day provides a great opportunity to bring awareness to Sickle Cell Anemia during the observance of Juneteenth in America and around the world. This is a DRAFT Document that will be finished by June 25th for finial sign on.
DRAFT Memorandum of Understanding
This Memorandum of Agreement (also known as MOU) is entered this 19th day of June, 2017 by and between Global Change Communications and Computing Company Inc, USA, and Friends of the African Union United States of America (doing business in the USA as FAU USA). These undersigned organization agree to enter this relationship with respect to the disclosure of certain proprietary and confidential information.
The purpose of this MOU is to work together with parties to this Agreement in collaboration on projects and activities to support development of clinics, hospitals, and Global Health Network headquartered in Cincinnati, OH, in the USA while creating a global health care infrastructure for people with Sickle Cell including supporting cures.
During discussions of this Transaction and ANY discussions regarding the Transaction, the Undersigned Organizations may share certain proprietary information.
During discussions of this Transaction and ANY discussions regarding the Transaction, the Undersigned Organizations may share certain proprietary information.
WHEREAS the Undersigned Organizations possess certain ideas and information relating to the Transaction, that is confidential and proprietary (hereinafter “Confidential Information”); and
WHEREAS the parties to this agreement, severally and collectively, agree by the execution of this MOU to the obligations, performances and accomplishments of the tasks hereinafter described. Specifically, the parties hereto agree to coordinate efforts to ensure the effective and efficient delivery of services as described in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the Undersigned Individuals hereby bind themselves to undertake a Memorandum of Understanding (“MOU”) under the following terms and conditions:
This MOU shall commence immediately after the date of the last signatory to this MOU, with the option to continue for a period of time agreed upon by the signatories of this MOU.
Each party shall have the right to withdraw from participation in this collaboration upon a 90 day written notice for any reason without further obligation to the other party unless funds have been received or there is a reasonable expectation that funds may be received for the purposes described in this MOU.
II. GOALS AND OBJECTIVES.
This agreement is intended to be a MOU containing an exclusive right to negotiate the terms and conditions under which the property to be identified is to be developed.
The Parties to this agreement shall abide by the terms of this agreement to achieve the following goals and objectives:
In 2007, the African Union developed the first Africa Health Strategy (AHS) 2007 – 2015 endorsed by the 3rd Conference of African Ministers of Health held in the same year and adopted by the 11th Session of the Ordinary Executive Council in 2008. In 2015, the meeting of the 1st African Union Specialized Technical Committee on Health, Population and Drug Control (STC-HPDC) recommended that a revised Africa Health Strategy be developed for the period 2016 -2030 based on an assessment of the previous strategy, the relevant AU health policy instruments and integrating research and innovation for health and such a plan has been adopted and now we will organize in the USA a like plan of action for people of the African Union in the USA.
In this MOU we will support solutions to sickle cell anemia including the following:
United Nations A/63/L.63
General Assembly 18 December 2008
Agenda item 155
Recognition of sickle-cell anaemia as a public health priority Angola, Austria, Belgium, Benin, Brazil, Cameroon, Cape Verde, Central African Republic, Comoros, Congo, Côte d’Ivoire, Democratic Republic of the Congo, Djibouti, France, Gabon, Ghana, Monaco, Senegal, Togo and Zambia: draft resolution
The General Assembly, (by Voice Vote)
Recognizing the need to promote better physical and mental health, bearing in mind the Universal Declaration of Human Rights1 and other relevant human rights instruments,
Welcoming World Health Assembly resolution WHA59.20 of 27 May 2006 and resolution 33 C/22 of the General Conference of the United Nations Educational, Scientific and Cultural Organization of 19 October 2005, and taking note of decision AU/Dec.81 (V) adopted by the Assembly of the African Union at its fifth ordinary session, held in Sirte, Libyan Arab Jamahiriya on 5 July 2005,
Recognizing that sickle-cell anaemia is one of the world’s foremost genetic diseases, that it has severe physical, psychological and social consequences for those affected and their families, and that in its homozygote form it is one of the most lethal genetic diseases,
Aware of the need for greater international cooperation, including through partnerships, to facilitate access to education, management, surveillance and treatment for sickle-cell anaemia,
Recognizing that proper management of sickle-cell anaemia will contribute to an appreciable decrease in mortality from malaria and in the risk of HIV infection,
Recalling the Abuja Declaration to Roll Back Malaria in Africa of 25 April 2002 and the global Roll Back Malaria initiative,
Taking note of the reports of the first, second and third international congresses of the Sickle-Cell Disease International Organization, held in Paris on 25 and 26 January 2002, in Cotonou from 20 to 23 January 2004 and in Dakar from 22 to 24 November 2006, respectively, and the report of the first global consultations on sickle-cell anaemia, held in Brazzaville from 14 to 17 June 2005,
Recognizing that education, information and communication technologies should play a crucial role in preventing sickle-cell anaemia and that there is an urgent need to create effective research and training programmes in the countries most affected by this disease,
1. Recognizes that sickle-cell anaemia is a public health problem;
2. Underlines the need to raise public awareness about sickle-cell anaemia and to eliminate harmful prejudices associated with the disease;
3. Urges Member States and the organizations of the United Nations system to raise awareness of sickle-cell anaemia on 19 June each year at the national and international levels;
4. Encourages Member States, as well as United Nations agencies, funds and programmes, international institutions and development partners, to support health systems and primary health-care delivery, including efforts to improve the management of sickle-cell anaemia;
5. Invites Member States, international organizations and civil society to support the efforts being made to combat sickle-cell anaemia, including as part of health-system strengthening efforts, in the various development programmes, and to encourage basic and applied research on the disease;
6. Urges the Member States in which sickle-cell anaemia is a public health problem to establish national programmes and specialized centres for the treatment of sickle-cell anaemia and to facilitate access to treatment;
7. Requests the Secretary-General to bring the present resolution to the attention of all Member States and organizations of the United Nations system.
1 Resolution 2/7 A (III).
2 See A/55/240/Add.1, annex.
III. OBLIGATIONS OF THE PARTIES.
To implement best practice solutions that will be put into effect by agreements to this by June 25th 2017 and implemented by July 14th 2017.
This Agreement is being made in consideration of the following:
Compensation and payment arrangements are yet to be determined and will be negotiated between signatories of this MOU.
V. RELATION OF THE PARTIES.
Each shall operate as separate organizations but create a third party to implement and invite relevant parties to be founding members by July 14th 2017.
The Undersigned Organizations agree to receive the Confidential Information.
The Undersigned Organizations shall hold and maintain the Confidential Information in strictest confidence. The Undersigned Organizations shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this MOU. The Undersigned Individuals use Confidential Information for one’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the transaction of this agreement.
From time to time, the Undersigned Individuals may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information to its , officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth 2 in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
PARTIES to this Agreement will refrain from soliciting business and contracts from sources not their own which have been made available to them through this Agreement, without the express permission of the party who made the original introduction, for a period of five years. In addition, all Parties to this Agreement, including Signatories Affiliates, Subsidiaries, Partners, and Agents will maintain complete confidentiality regarding Business Sources, and will only disclose such business sources under mutual agreement, and only after written permission has been received from the originator of the source.
ADDITIONALLY, Signatories to this Agreement Hereby Agree not to Circumvent or attempt to Circumvent each other or to Circumvent any Party who is, or may be associated directly, or indirectly with the Contract and Transaction, and Agree not to alter the initial Codes attached to the Transaction and Contract.
IN the event of either direct or indirect Circumvention or Disclosure of names in this Transaction and Contract, if proven to be intentional and commissions have been lost, the aggrieved and Circumvented Party will be entitled to monetary compensation, equal to three times the maximum service Fee it would realize from such a Transaction, plus expenses, including, but not limited to legal expenses that may later be incurred while attempting to recover lost revenue.
VIII. USE OF CONFIDENTIAL INFORMATION.
The Undersigned Organizations agree to use the Confidential Information solely in connection with the current or contemplated business actions/activities of this Transaction. No other right or license, whether expressed or implied, in the Confidential Information. Title to the Confidential Information will remain solely among the Undersigned Organizations. All use of Confidential Information by the Undersigned Organizations shall be for the benefit of the Transaction.
IX. COMPELLED DISCLOSURE OF CONFIDENTIAL INFORMATION.
Notwithstanding anything in the foregoing to the contrary, the Undersigned Organizations may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the any of the Undersigned Organizations promptly notifies, to the extent practicable, other members of the Undersigned Organizations in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
Definition of Confidential Information. For purposes of this MOU, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Undersigned Organizations. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Undersigned Organizations acknowledge that the Confidential Information is proprietary and is to regard all Confidential Information as trade secrets.
(a) No Use. Recipient of Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth in this agreement.
(b) No Disclosure. Recipient of Confidential Information agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient’s employees having a need for disclosure in connection with Recipient’s authorized use of the Confidential Information.
(c) Protection of Secrecy. Recipient Confidential Information agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.
XI. LIMITS ON CONFIDENTIAL INFORMATION.
Confidential Information shall not be deemed proprietary and the Recipient of Confidential Information shall have no obligation with respect to such information where the information:
(a) was known to Recipient prior to receiving any of the Confidential Information from Discloser;
(b) has become publicly known through no wrongful act of Recipient;
(c) was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
(d) was independently developed by Recipient without use of the Confidential Information; or
(e) was ordered to be publicly released by the requirement of a government agency.
(f) Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
XI. OWNERSHIP OF CONFIDENTIAL INFORMATION.
Recipient of Confidential Information agrees that all Confidential Information shall remain the property of the Undersigned Organizations who operate as a unit for the collective benefit of this Transaction. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.
XII. TIME PERIODS.
The nondisclosure provisions of this MOU shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret, qualification to be determined by the Disclosing Party and/or until Undersigned Organizations who operate as a unit of this Transaction send Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement expresses the complete understanding of the Undersigned Organizations with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by parties of this agreement.
If a court finds any provision of this MOU invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Undersigned Organizations.
The Undersigned Organizations acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, the Undersigned Organizations hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.
XV. RETURN OF CONFIDENTIAL INFORMATION.
Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).
XVI. NOTICE OF BREACH.
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
XVII. NO BINDING AGREEMENT FOR TRANSACTION.
The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this MOU, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This MOU does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this MOU. In the event such provision is not provided for in said transaction documents, this MOU shall control.
Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party nor to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the United States of America and the Republic of Kenya, applicable to contracts made and to be wholly performed within such countries, without giving effect to any conflict of the laws’ provisions thereof.
(c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this MOU.
(d) Although the restrictions contained in this MOU are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received
(a) in the case of personal delivery or electronic-mail, on the date of such delivery,
(b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and
(c) in the case of mailing, on the seventh business day following such mailing.
(f) This MOU is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this MOU shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
(g) The receipt of Confidential Information pursuant to this MOU will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.
(h) Paragraph headings used in this MOU are for reference only and shall not be used or relied upon in the interpretation of this MOU.
XX. SURVIVAL OF RIGHTS AND OBLIGATIONS.
This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns.
Either party may terminate its performance of related obligations under this MOU if the other party fails to rectify a material breach under a portion of this MOU within thirty (30) days of receipt by the breaching party of written notice of such breach from the non-breaching party. In such case, the non-breaching Party shall be entitled, without further notice, to cancel that Party’s involvement pursuant to the agreement, without prejudice to any claim for damages, breach of contract or otherwise. The parties agree that the failure or termination of any portion or relevant provision of this MOU will not be a basis for terminating other severable obligations or provisions of this MOU, unless the failure or breach is such that the entire MOU loses substantially all of its value to the non-breaching party.
Any termination of this MOU shall not absolve the Parties from the obligation to observe the confidentiality measures and other restraints as set out herein.
XXII. REMEDIES ON DEFAULT.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the MOU by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ninety (90) days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
XXIII. FORCE MAJEURE.
If performance of this MOU or any obligation under this MOU is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Any controversies or disputes arising out of or relating to this MOU shall be resolved by binding arbitration. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this MOU. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration.
The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction.
The MOU to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
Any notice or communication required or permitted under this MOU shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
XXVI. ENTIRE AGREEMENT.
This MOU contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This MOU supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
If any provision of this MOU shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this MOU is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
XXIX. WAIVER OF CONTRACTUAL RIGHTS.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
XXX. GOVERNING LAW.
This MOU shall be governed by and construed in accordance with the laws of the United States..
Each undersigned representative of this Memorandum of Understanding (MOU, same as the above aforementioned) hereby certify that he or she is authorized to enter into this Agreement and to bind the parties to the terms of this MOU. The undersigned parties do hereby execute this MOU and commit to its principles and its responsibilities.