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MOU Pelorus Optec ArrinaV3 242009DRSVBC

MOU Pelorus Optec ArrinaV3 242009DRSVBC

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Published by: Dr Rovel shackleford on Jun 20, 2011
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06/20/2011

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 Page
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7
 
ICC International Chamber of Commercehttp://www.iccwbo.org/ 
Memorandum of UnderstandingTo form aCommercial Alliance
 
THIS ALLIANCE
is made on the second day of April 2009
BETWEEN
Pelorus Intelligence & Technology Academy Sdn. Bhd. (509078-D)
 
Lot 18-20, Tingkat 1, Pusat Komersial UNITEN, 43009 Kajang, Selangor(O) +603.8925.0023 (F) +603.8925.0024
AND
Optec Pty Ltd of 2 Church Street Morwell in the State of Victoria 3840 Australia;(O)+61 3 5133 7174 (F)+61 3 5133 7831and;Arrina Global Development & Consultancy Corporation (Arrina), Suite 910, West TowerPhilippines, Stock Exchange Building Pasig City, 1605 Philippines. Contact/s through ArrinaGlobal Australia (O) +61397521300 (F) +61397521400
WHEREAS
 
1.
Pelorus Intelligence & Technology Academy Sdn. Bhd. is a company registered inMalaysia, with a predominant specialization in the fields of delivering training andconsulting services to the marine and allied industries.
2.
Optec of Australia provides training and consulting into the energy and allied industrysectors.
3.
Arrina Global Development & Consultancy Corporation, a registered Corporation in theRepublic of the Philippines, is a company with a predominant focus in the fields of ProjectDevelopment and Management and General Consulting Economic and StrategicServices to both the Public and Private sectors.
4.
Pelorus, Optec and Arrina wish to jointly establish a COMMERCIAL ALLIANCE to marketand promote their respective training and consulting services capability in agreed globalmarkets. The Alliance partners will work together in an agreed way to;
i.
Bid for relevant public and private sector projects,
ii.
Promote the capability of the alliance and any other supply partners that the alliancemay jointly agree to work with in the future,
iii.
Identify project opportunities in Malaysia and all other markets as the parties to thisalliance may agree from time to time.
5. Definitions and Interpretations
 In this Alliance unless the context otherwise requires:
i.
Words denoting the singular number shall include the plural and vice versa;
ii.
Words denoting any gender shall include the neutral and other genders;
 
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ICC International Chamber of Commercehttp://www.iccwbo.org/ 
iii.
Where a word or a phrase is defined, other parts of speech and grammatical forms ofthat word or phrase shall have corresponding meanings;
iv.
Words denoting natural persons shall mean corporations and vice versa;
v.
Headings are for convenience only, and shall not affect interpretation;
vi.
References to any party to this Alliance or any other alliance or instrument shallinclude the party's successors and permitted assigns;
vii.
References to any alliance or instrument shall be deemed to include references tosuch alliance or instruments as amended, notated, supplemented, varied or replacedfrom time to time;
viii.
References to any legislation or to any provision of any legislation
 
shall include anymodifications or re-enactment of that legislation or any legislative provision substitutedfor, and all regulations and statutory instruments issued under such legislation orprovision;
ix.
Where two or more parties to this Alliance make a joint covenant, undertaking,representation or warranty, the same shall be construed to refer to and bind each ofsuch parties jointly and each of them severally.
x.
A reference to any clause or sub-clause is a reference to a clause or sub-clause ofthis Alliance;
xi.
In this Alliance, the following terms shall (unless the context otherwise requires) havethe meanings assigned below:- "Business Days" means any day on which trading banks are open forbusiness in the Malaysia; Australia and the ICC in any or all other jurisdictions;- "Confidential Information" means all know-how, financial information andother commercially valuable information in whatever from includingunpatented inventions, trade secrets, formulae, graphs, drawings, designs,samples, devices, models and other materials of whatever descriptionwhich a Party claims is confidential to itself and over which it has fullcontrol and includes all other such information that may be in thepossession of a Party's employees or management.
xii.
The following are exceptions to such information:- Information which is already in the public domain;- Information which hereafter becomes part of the public domain otherwisethan as a result of an unauthorised disclosure by the recipient Party or itsrepresentatives;- Information which is or becomes available to the recipient Party from athird party lawfully in possession thereof and who has the lawful power todisclose such information to the recipient party on a non-confidential basis;- Information which is rightfully known by the recipient Party (as shown by itswritten record) prior to the date of disclosure to it hereunder; or- Information which is independently developed by an employee of therecipient Party who has no knowledge of the disclosure under this Alliance.- "Party" means a party to this Alliance;- “Project” means any consulting related activity undertaken by the partieswithin the context of this Alliance.
 
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ICC International Chamber of Commercehttp://www.iccwbo.org/ 
6. Period Of Alliance
 
i.
This Alliance is transitional and shall be in force until such time as the relationshipmigrates to a full partnership through the establishment of an agreed corporationstructure; this Alliance shall commence on 2
nd
of April 2009 ('Commencement Date')and shall continue until substituted by the agreed alternative corporate structure andor in perpetuity subject to annual performance reviews and will be subject totermination by mutual agreement between the parties.
7. Arrangements For Provision Of Cooperative Alliance
 
i.
Upon Pelorus, Optec and Arrina entering into this Alliance, th
 
e Parties will do all actsand things necessary to enable the relationship to prosper and expand in an effectivemanner to the mutual benefit of the both parties to this Alliance. Capability to bedelivered to the Relevant Client/s including, but not limited to:- Establishing any training necessary to familiarise client/s with theconsulting/service delivery capabilities of the Alliance;- Assisting each other in monitoring the quality of thetraining/consulting/services delivered to clients;- Developing and providing reporting systems for all activities associatedwith the delivery of the training/consulting/services;- Devising and delivering to Relevant Clients effective value-addedtraining/consulting solutions;- Providing marketing and strategic support on a project by project basis;
ii.
With respect to the matters agreed by the Parties pursuant to clause 3.1, the Partieswill fulfil each of their agreed responsibilities at their own cost and expense andwithout looking to the other for contribution unless otherwise or as agreed from time totime.
8. Undertakings by Pelorus
 
i.
To provide suitably qualified specialists with relevant training/consulting experience;
ii.
To promptly consider any documentation or issue relating to each of the consultingprojects opportunities forwarded to it by Optec and or Arrina and to give its responsewithin five (5) Business Days or such shorter time as Optec and or Arrina mayreasonably request and to cooperate with Optec and Arrina in all matters relating toeach of the Projects as may be required from time to time;
iii.
To provide suitable and timely Bid Response Documents for Optec and Arrina tosubmit to potential clients.
iv.
Not to pledge or purport to pledge the credit of or incur any liability on behalf of, ormake any contract binding on Optec and or Arrina without written permission to do so;
v.
To participate in responses to appropriate Tenders and Bid Proposal reviews inconsultation with Optec and or Arrina at such times as may be agreed by the parties;
vi.
To participate in marketing and business development reviews in consultation withOptec and or Arrina at such intervals as may be agreed by the parties;
vii.
Not to use the names, trademarks, logos and acronyms of Optec and or Arrina or itssubsidiaries without the prior written approval (to the proposed use) by Optec and orArrina ;
viii.
Not to engage in false, misleading or deceptive conduct or otherwise contravene anydomestic/international law in relation to the performance of any of its obligations underthis Alliance;

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