---------------------------------------------------------------------------- Credits: * Scinnovent Centre For The Science Granting Councils Initiative (2024). Standard MOU Template. Licensed under CC BY 4.0 ---------------------------------------------------------------------------- ## MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (this "MOU") is made and entered into on this 11 day of September, 2024 ("Effective Date") by and between: FabLab Singapore, of Singapore (the "First Party") and FabLab, of Singapore (the "Second Party"), both ow whom are collectively known as the "Parties", **WHEREAS** the "First Party" and the "Second Party" desire to enter into an agreement in which they will work together to achieve the various aims and objectives relating to "The Development, Implementation and Support of the FabLab Eco-System in Singapore" (the "Project"). **AND WHEREAS** the parties are desirous to enter into a MOU between them, setting out the working arrangements that each of the two agree are necessary to complete the project. 1. **Purpose & Scope.** The purpose of this MOU is to provide the framework, the scope of work, terms and conditions, and responsibilities of the parties associated with their work on the project. This entails conceptualisation and joint research, development and implementation programs, trainings, exchange visits and networking among others. 2. **Areas of Collaboration.** 1. Desgin of the FabLab Eco-System 2. Processing of digital manufacturing workflows 3. IT integration and development of IT for FabLab 4. Training and certification of FabLab community members in digital design and manufacturing 5. Payment integration for FabLab community members' digital manufacturing workflow 6. Access control to systems and premises involved in the FabLab Eco-System 3. **Period of Collaboration.** Cooperation under this MOU shall be effective from DD/MM/YYYY to DD/MM/YYYY or the effective date of execution of this memorandum by the parties' authorised officer, as shall be agreed by the parties.
The parties shall be at liberty, upon consultation and express consensus of both contracting parties, to vary the duration of the agreement as shall be agreed by the parties to the memorandum.
The memorandum shall remain in effect until modification or termination by the parties via mutual consent or as prescribed in this agreement. 4. **Nature of the work on the project.** The nature of the work on each item listed in 2 above will be determined jointly by the parties and included as Terms of Reference. The cooperation envisioned in this memorandum shall include *inter alia*: 1. Design and development of IT software and infrastructure 2. Design and development of Standard Operating Procedures (SOP) 3. Design and delivery of traning courses and programmes 4. Establishment of unit rates for services and materials 5. Participation in conferences, challenges and networking events 6. Publishing of papers, journals and other documents 7. Building of libraries and databases 8. Processing of billing, invoices and payments 5. **Reporting requirements / Reporting provisions.** The XXXXXXXXXXXX of XXXXX and the XXXXXXX of XXXXX will be responsible for assessing all the work done and completed as part of the MOU. Reporting shall be done at intervals of XXXXXXXXx or as shall be expressly agreed by both parties with regard to the modalities of the reporting procedures. 6. **Deliverables.** Deliverables will be as detailed in specific Terms of Reference or any other relevant agreements entered into between both parties. Amendments to the deliverables shall be in writing subject to consensus between the parties to this memorandum. 7. **Assignment and Third Party Provisions.** Where the parties deem it fit, helpful or convenient, by common decision or consensus, individuals and entities from the private, public, academic, research, and other sectors may be invited to support the cooperative activities described herein, provided that they can directly and meaningfully contribute to the achievement of the objectives of this MOU. 8. **Intellectual Property / Publishing Rights.** All intellectual property rights in all material (including but not limited to reports, data, designs whether or not electronically stored) produced by the parties pursuant to the performance of the services shall be the property of the respective party in the memorandum generating them unless otherwise agreed expressly in writing, and communicated to the parties in the memorandum.
In accordance to the overall licensing policy of the project, the parties shall license all the said material under the MIT or CC BY 4.0 license. 9. **Conflict of interest.** Each party confirms that no conflict of interest exists or is likely to arise in relation to the performance of its obligations under this MOU and will endeavor to ensure that no such conflict of interest arises. Each party agrees to immediately notify the other party if such a conflict arises or is likely to arise in which case the parties will deliberate and agree on the necessary action(s) to ensure the resolution or avoidance of the conflict of interest. 10. **Funding provisions.** The parties shall agree to the finance activities referred to in this MOU with resources allocated in the respective budgets as shall be developed for the purposes of execution of this memorandum. As these resources become available and as stipulated by their own legislation/internal policies, the parties shall agree the modalities with regard to the expenses relating to their participation, taking into account alternative financial mechanisms can be used for specific activities, as appropriate and as approved by their respective authorising officers. 11. **Enforceability provisions.** If any term or condition of this MOU shall to any extent be found or held to be invalid or unenforceable, the parties shall negotiate in good faith to amend such terms or condition of this agreement so as to be valid and enforceable.
If any term or condition of this MOU shall to any extent be invalid or unenforceable, the remainder of this memorandum shall not be affected and each other term and condition shall be valid and enforceable to the fullest extent permitted by law. 12. **Amendment.** Any changes made to the activities as set out in this MOU will be evaluated by both parties and where such changes are required these will be renegotiated. The amendments shall be subsequent to adequate prior express notice being provided to the parties of the memorandum.
The parties shall then convene a meeting to canvass and pass a resolution with regard to the proposed amendments upon which a decision shall be made by consensus on the amendments proposed to the memorandum and appurtenant provisos. 13. **Termination of Sub-Contract.** This memorandum may be terminated by mutual consent, on breach or failure of a condition precedent, if one party becomes bankrupt, or by operation of law or order prohibiting the agreement. Termination may take forms including: 1. termination on notice 2. termination on breach 3. termination on insolvency 4. termination on a change of control 5. termination on an event (such as a superseding agreement) Termination by election of either party shall be subject to a one month notice in writing, to be served to all paties to the MOU. Costs attaching to termination of the memorandum shall attach to the parties as shall be agreed and prescribed in the payment schedule to the MOU. If performance of the MOU is frustrated by Force Majeure, parties reserve the right to terminate the contract. Parties are liable to pay only costs within the agreed payment schedule and up to the date of contract termination as outlined in the written notice. 14. **Dispute resolution.** In the event of dispute both parties will try to resolve differences amicably and through independent arbitration in the event of being unable to resolve disputes amicably.
If any dispute, difference or questions arise whether during the continuance of this MOU or upon or after its determination between the parties hereto touching or concerning this memorandum or as to any other matter in any way connected with or arising out or in relation to the subject matter of this memorandum such dispute, difference or question whatsoever shall be canvassed via alternative dispute resolution mechanism including negotiation, and in the failure of which, subject to a common decision, mediation processes. Signed on behalf of XXXXXXXXXXXxxx Name Title Date Signed on behalf of XXXXXXXXXXXxxx Name Title Date