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I need to have a simple MOU for a plant nursery venture reviewed. Arumugam…

I need to have a...
I need to have a simple MOU for a plant nursery venture reviewed.

Arumugam Katir
Kapaa, Hawaii
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Answered in 7 minutes by:
9/3/2010
Alex Reese
Alex Reese, Lawyer
Category: Intellectual Property Law
Satisfied Customers: 3,467
Experience: Experienced in intellectual property law
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Alex Reese :

hello

Alex Reese :

do you have the text of the portions you want reviewed?

Customer :

MEMORANDUM of UNDERSTANDING



Agreement between Saiva Siddhanta Church and XXXXX XXXXX of Kipapa Nursery


for establishment of a nursery



1 OVERVIEW.


1.1 This Memorandum of Understanding is signed between Saiva Siddhanta Church (hereinafter referred to as the Church), represented by its president, Bodhinatha Veylanswami, and XXXXX XXXXX of Kipapa Nursery (hereinafter referred to as Young), represented by himself, for the purpose of a joint venture establishing a ornamental plant nursery on the Church’s Unit of the State Land.


1.2 Church holds Revocable Permit S-7454 on Unit G of TMK (4) 3-9-2: Portion 1 of approximately 312 acres.


1.3 Rev. Swami Arumugam Katir will manage the project for the Church


 


2 OBJECT.


2.1 To expand its agricultural activities on its Unit, Church seeks to purchase nursery stock from Young, and enter into a partnership with him in a joint venture to establish, maintain and sell the stock. In the process, Young will train Church employees in the care of the nursery.


2.2 In addition to the nursery set up for Church, Church is allotting Young land for establishing his own stock. The use of this land is in compensation for Young’s maintenance of the trees in the Church’s nursery and overall technical advice.


 


3 SERVICES.


3.1 Young agrees to perform the following services:


3.1.1 Select at least 400 palm trees from his existing stock, 75% of which have a minimum container size of at least 30 gallons.


3.1.2 Lay out the nursery area and provide church with a list of required materials, such as weed mat, irrigation supplies, pots, etc.


3.1.3 Plant the trees in the nursery area, in the process laying out the weed mat and setting up the irrigation system.


3.1.4 Complete the planting of trees and nursery set up by January 1, 2011.


3.1.5 Thereafter visit and care for the nursery on a weekly basis to care for the 400 trees.


3.1.6 Set up a regular schedule of irrigation, fertilizer and pesticide use as required.


3.1.7 Assist the Church in selecting additional plants for growing in pots in the nursery area, oversee the potting and installation in the nursery area including irrigation. Young, however, is not responsible for the actual care of these additional plants.


3.1.8 Train person or persons designated by the Church in the establishment and care of the nursery.


3.1.9 Assist the Church in selling the stock.


3.2 Church agrees to perform the following services:


3.2.1 Provide Young and his employees access to its Unit. Any employees of Young on the Unit must be covered by Workman’s Compensation Insurance.


3.2.2 Provide Young with a designated area of up to one acre for planting his own nursery stock.


3.2.3 Provide Young with free access to pumped irrigation water as needed for his stock.


 


4 FUNDING.


4.1 Church agrees as follows:


4.1.1 To pay Young $40,000 as follows for the 400 palm trees: 50% down upon signing of this MOU and the remaining 50% upon completion of the nursery area with planted trees, weed mat, irrigation, maintenance plan, etc.


4.1.2 Church agrees to purchase required supplies including weed mat, fertilizer, irrigation equipment, etc.


4.1.3 Church agrees to pay for or provide equipment necessary for the planting, such as a 36” auger for drilling the planting holes.


4.2 Young agrees as follows:


4.2.1 To replace any trees he supplied that die during the period of three years from the initial planting.


 


5 AGREEMENT TERM.


5.1 This Joint Venture will commence upon signing of this agreement.


5.2 The Joint Venture will terminate:


5.2.1 Upon 30 days written notice by either party.


5.2.2 Upon cancellation of the Church’s RP by the State.


5.2.3 Three years from the date of signing.


5.3 In the event of early termination, Church will allot 90 days for Young to remove his nursery stock from the area allotted to him. However, Young realizes that the State may cancel the permit with only 30 days notice to Church and could require both of us to vacate the premises.


5.4 This MOU may be extended by mutual agreement beyond the three years anticipated.


5.5 This MOU may be modified as necessary by mutual consent.


 


6 COMPENSATION. Describe how each party is paid.


6.1 Funds will be paid by Church to Young by check.


6.2 Expenses incurred in the setting up and on-going maintenance of the nursery will be paid by Church directly or reimbursed to Young upon presentation of receipts.


 


7 DISPUTE RESOLUTION.


7.1 Any disputes arising out of the execution of this MOU will be resolved through binding arbitration under the laws of the State of Hawaii.


 


 


Entered into in good faith at Kapaa on this day__________________________, 2010


 


 


 


 


___________________________________ ______________________________________


 



















 



 



 



 



Saiva Siddhanta Church


Bodhinatha Veylanswami


107 Kaholale Road


Kapaa, HI 96746


639-1029




 



XXXXX XXXXX


Kipapa Nursery


P.O. Box 3425


Lihue, HI 967466


639 -1236




 


 


 


 

Alex Reese :

In para 2.1 it says "him"...change that yto young

Alex Reese :

it looks ok

Alex Reese :

as with any agreement, you should consider what conditions, if they occur, would terminate either or both party's obligations

Alex Reese :

that is an important element

Alex Reese :

as well as what would consitute a material breach of the contract...and the consequence for that

Customer :

Can you give some examples of conditions that would terminate the obligations? I'm trying to structure this so that if either is unhappy, we can just cancel it. Young can dig up his trees and leave, we take over care of our trees and there is no lingering obligation..

Customer :

What is a "material breach"? The only thing I can see is if he doesn't deliver and plant the trees in the first place. Once they're in the ground, they're ours.

Alex Reese :

if you lay out what the important expectations are, say: x, y, z and then say that if one or more of those do not occur then the other party is relieved from performance and can terminate the contract etc

Alex Reese :

or "if at any time during the agreement, MR. X is unable to do z/x/y...Mr. Y will have the option to terminate the contract without further performance"

Customer :

Well, it's not intended to be a formal contract as such and don't want to use that term. Small island here, dealing with friends and neighbors, etc. Want to be perfectly clear, but not overly legalistic in terminology.

Alex Reese :

you can term it more nicely...but i think what you already have is decent and should serve your purposes....the most improtant thing in your case is to think of any scenarios that could occur and make sure the agreement covers them, and that certain terms aren't too vague....but it seems fairly clear

Customer :

OK, the biggest mess that could occur is if the State cancelled our permit, then we'd both be in a fix. But I think that is clearly stated now.

Customer :

Any other advice? If the existing text sounds good to you, then fine. We'll add some more language along the lines you suggest.

Alex Reese :

yeah think its good, just try to think of any scenarios / occurances that are not accounted for relating to termination or perhaps change in compensation

Customer :

OK, we're good with this, thanks.

Alex Reese
Alex Reese, Lawyer
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Satisfied Customers: 3,467
Experience: Experienced in intellectual property law
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