Memorandum of Understanding
(MOU)
This Memorandum of Understanding (MOU) is made and entered into as of
DATE, March 20, 2023 by and between:
GTS, represented by Mr. Samuel Shay (Israeli passport 35628854), having its
principal place of business at 56 Derech Amankabim st, Rishon Le Zion 7535146,
Israel , Tel: +972542044177, Email:
[email protected], Website://gts-il.com/ (“Party
1”)
and
JSO GROUP. Represented by Mr. John Stanley-Owusu (Ghana passport
G0014433) having its principal place of business at 1 J. Staley-Owusu Street, Mile
5 ½ Accra-Winneba Rd. Sakaman PO Box 3751 Accra, Ghana Tel:
+2330244356565, +2330205116565 Email:
[email protected] (“Party
2”)
Collectively, Party 1 and 2 shall be referred to as the “Parties”.
Purpose
The purpose of this MOU is to establish a cooperative relationship between the
Parties for the benefit of joint development and humanitarian projects in Ghana.
This cooperation aims to bring together the capabilitites, resources, and
opportunities of both Parties. The joint project for this collaboration will be a
Plastic Recycling Factory (see attached site plan for location and size).
Vision
The Parties share a vision of sustainable development and improved living
conditions in Africa through their collaboration on projects that promote economic
growth, social development, and environmental responsibility.
Scope
This MOU is project-based, with general roles, responsibilities, and obligations
determined on a per-project basis. Each party's involvement will depend on their
experience and capabilities, with the goal of contributing to each other's success.
Roles and Responsibilities
4.1 Duties of Parties
Party 1 shall:
a. Act as the professional leader and project manager for all projects.
b. Secure funding from international and commercial sources, as well as engage in
business activities .
c. Source technology as per project requirements .
d. Source markets for products and services produced.
e. Serve as the project owner, where applicable.
f. Provide full project support
g. Manage and lead the projects.
h. Act as the project development and financer.
Party 2 shall:
a. Allocate full land for the project.
b. Contribute land as an equity partnership in the project.
c. Ensure the land is free and clear.
d. Provide full documents from the land commission.
e. Ensure all landowners are part of the projects.
f. Obtain agreement from all landowners for the usage of the land for the projectg.
g. Invest the land as a 100% equity position
h. Have the option to participate in the project on a management or professional
level.
4.2 Coordinator
The Parties shall establish a joint coordination committee to facilitate
communication, collaboration, and decision-making for the projects. This
committee will consist of representatives from both Parties and shall meet
regularly to review project progress, discuss issues, and make
recommendations.
Technical and Financial Support
Party 1 shall provide technical and financial support for the projects as required,
based on agreed-upon terms and conditions. Party 2 shall contribute land and other
local resources, as well as facilitate permits, licenses, and approvals necessary for
project-base
Confidentiality
Both Parties agree to maintain the confidentiality of any proprietary or confidential
information shared between them during the course of this MOU and agree not to
disclose such information to any third party without the express written consent of
the other Party.
Termination of MOU
This MOU may be terminated by either Party upon written notice to the other
Party if:
a. One Party fails to fulfill its obligations under this MOU;
b. One Party is unable to fulfill its obligations due to unforeseen circuumstances
beyond its control;
c. The Parties mutually agree to terminate the MOU; or
d. The MOU has reached its expiration date.
Extension of Agreement
This MOU may be extended by mutual written agreement of the Parties,
specifying the terms and conditions of the extension, including any changes to the
roles and responsibilities of the Parties.
Objectives .The Parties agrees as follows:
a. The Parties shall work together in a cooperative and coordinated effort so as to
bring about the achievement and fulfillment of the purpose of the MOU.
b. It is not the intent of this MOU to restrict the Parties to this Agreement from
their involvement or participation with any other public or private individuals,
agencies, or organizations.
c. The Parties shall mutually contribute and take part in any and all phases of
the planning and development of the offered project to the fullest extent
possible.
d. This MOU is not intended to create any rights, benefits, and/or trust
responsibilities by or between the Parties.
e. The MOU shall in no way oblige either Party to supply funds to maintain and/or
sustain for any other party personal needs.
Representations and Warranties:
Both Parties represent that they are fully authorized to enter into this Agreement.
The performance and obligations of either Party will not violate or infringe upon
the rights of any third-party or violate any other agreement between the Parties,
individually, and any other person, organization, or business or any law or
government regulation.
Indemnity:
The Parties each agree to indemnify and hold harmless the other Party, its
respective affiliates, officers, agents, employees, and permitted successors and all
claims, losses, damages, liabilities, penalties, punitive damages, expenses,
reasonable legal fees and costs of any kind or amount whatsoever, which result
from the negligence of or breach of this Argument by the indemnifying party, its
respective successors and assigns that occurs in connection with this Agreement by
its natural termination or the early termination by either party.
Limitation of liability
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES
RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT
LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST
BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE
NOT RELATED TO OR DIRECTED TO OR THE DIRECT RESULT OF A
PARTY'S NEGLIGENCE OF BREACH.
Severability
In the event any provision of this agreement is deemed invalid or unenforceable, in
whole or in part, that parts shall be severed from the reminder or the agreement
and all other provisions should continue in full force and effect as valid and
enforceable.
Waiver
The failure by either party to exercise any right, power, or privilege under the
terms of this Agreement will not be construed as a waiver of any subsequent or
future exercise of that right, power, or privilege.
Legal fees
In the event of a dispute resulting in legal action, the successful party will be
entitled to it's legal fees, including, but not limited to it's attorneys' fees.
Procedures for Modification
Any modification to this MOU shall be made in writing and must be signed by
both parties. Modifications may include changes to the scope, roles,
responsibilities, or any other terms and conditions agreed upon by the parties.
Communications
All official communication, notices, and requests between the parties related to
this MOU shall be in writing and shall be delivered personally, sent by registered
mail, email, or facsimile as either party may designate in writing.
For Party 1:
Mr. Samuel Shay
GTS
56 Derech Amakabim st
Rishon Le Zion 7535146, Israel
Tel:+97254044177
email:[email protected]
For Party 2:
Mr. John Stanley-Owusu
JSO Group
1J. Staley-Owusu Street,
Mile 5 ½ Accra-Winneba Rd. Sakaman
PO Box 3751 Accra,Ghana
Tel:+2330244356565, +2330205116565
Email: [email protected]
Governing Law
This MOU shall be governed by and construed in accordance with the laws of
(JURISDICTION,e.g., the state of GHANA).
No Partnership or Joint Venture
Nothing in this MOU shall be construed as creating a partnership, joint venture, or
any legal entity between the parties. The parties are independent contractors and
are not, and shall not be, considered as agents or representatives of the other party.
Entire Agreement
The parties acknowledge and agree that this Agreement represents the entire
agreement between the parties. In the event that the parties desire to change, add,
or otherwise modify any terms, they shall do so in writing to be signed by both
parties.
The parties agree to the terms and conditions set forth above as demonstrated by
their signature as follows:
IN WITNESS WHEREOF, the parties have executed this Memorandum of
understanding as of the date first written.
GTS(party 1) JSO GROUP(party 2)
By: Samuel Shay By:John Stanley-Owusu
Title: President Title:CEO
Date: Date:
Signature signature
