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Fishery Improvement Project Participation – Sample MOU

SAMPLE MEMORANDUM OF UNDERSTANDING
BETWEEN
WORLD WILDLIFE FUND, INC.
AND
NEW COMPANY NAME

This Memorandum of Understanding (this “MOU”) is made between World Wildlife Fund, Inc., a nonprofit corporation organized under the laws of the State of Delaware with its headquarters at 1250 24th St., N.W., Washington, DC, USA (“WWF”), and New Company Name with its principal place of business at 123 Understanding Way Newtown Connecticut 10101 United States (“Participant”).

1) Purpose. The purpose of this MOU is to define the scope of a collaboration between WWF and Participant to support the fishery improvement projects listed in Appendix A (the “FIPs”). The FIPs aim to guide these fisheries towards environmental sustainability and ultimately Marine Stewardship Council (“MSC”) certification by providing parameters for how FIP Participants should engage in the FIPs, support their implementation, and communicate their engagement in them.

2) Specific Objectives. The parties’ objectives for this MOU are:

a. Supporting effective implementation of the FIPs, with the ultimate aim of the fisheries entering into MSC full assessment (with a reasonable likelihood of success, as determined by an external FIP consultant experienced in applying the MSC standard within 5 years since the start date of the FIP.
b. Establishing principles of engagement and conduct for recognized FIP participants and WWF.
c. Setting parameters for public communications.
d. Providing a solid foundation for collaboration on the ground with respect to FIP implementation, raising awareness of and support for the FIP in supply chains, and establishing a sustainable financing mechanism for viable long-term implementation of the FIP’s action plans.

3) Activities. The parties will support various activities in accordance with the WWF FIP participant policy. Specific activities for each FIP are described at https://fisheryprogress.org/ under the “details” tab, as updated from time to time. The FIP participant policy, which includes actions expected of FIP Participant, is located at http://seafoodsustainability.org/wp-content/uploads/2015/11/FIP_Participant_Policy_2016.pdf and may be modified by WWF from time to time.

4) Term. This MOU is effective for 12 months (the “Term”). WWF may terminate this MOU upon thirty days’ written notice to Participant.

Start Date: 2018-01-22 End Date: 2019-01-21

5) Financial Support. For support of the FIP(s) during the Term, Participant shall provide financial support to WWF, within sixty days after execution of this MOU, in the amount of $0.01 per pound of the expected volume of its imports of the relevant species over the Term, plus an optional fixed amount, as shown in Appendix A. Thirty days after the end of the MOU, Participant will (a) provide WWF with a verified and signed report of its actual volume of their imports related to the FIP during the term of the MOU, and (b) pay WWF $0.01/pound for any imports made above the estimate. If actual volume is less than the estimated volume, WWF shall have no obligation to return the funds previously advanced.

WWF will determine which activities are highest priority to be implemented using Participant funds. Wire and ACH instructions are provided at the end of this MOU.

6) Project Management and Coordination; Notices. The parties will closely monitor performance under this MOU and designate key contacts for the overall coordination of the relationship and for the receipt of any notices to be made under the MOU. The parties’ initial designated contacts shall be:

a. For WWF: Wendy Goyert, Senior Program Officer

b. For Participant: John New, New President

7) Communications and Trademarks.

a. The parties anticipate only limited communications about the activities described in this MOU, after demonstrated, measurable progress toward substantive, agreed goals. They agree that these communications shall be driven by and focused on the MOU’s conservation objectives, and shall not in any manner suggest or imply an endorsement by WWF of the Participant or its products, services, operations, or practices. The parties understand and agree that this collaboration, and by extension public communications by the parties about it (if any), have as their objective the conduct of conservation activities that further WWF’s charitable mission. Communications will not include product or brand marketing, or communications on product or packaging or other consumer facing promotions. To the extent the parties may in the future desire to cooperate and engage in public communications and programs beyond those contemplated by this MOU, for example, cause-related marketing programs, they will enter into separate agreement(s) with separate financial arrangements.

b. Except for official FIP documents released by WWF, each party shall afford the other a prior right to review, edit, and approve or reject any materials or communications concerning the activities described in this MOU and the relationship between the parties. Requests for approvals under this section will be made by and to the contacts designated in the previous section. Each party shall afford the other a reasonable time, which in the case of planned Participant press releases and the like shall be at least ten business days, to exercise this right of review, edit, and approval, which must be in writing. Except in accordance with the process provided here, the parties will not refer to their relationship or to this MOU in public communications or similar materials.

c. Nothing in this MOU shall grant either party or any third party any ownership, license, or authorization to use, or interest in or to, any party’s trademarks or other intellectual property.

d. Notwithstanding the above requirements regarding review and approval of materials and communications, the Participant recognizes and agrees that it is WWF policy that no corporate relationship shall in any way deter WWF’s good faith public commentary on or efforts to in any way seek alteration of company policies or actions that WWF deems contrary to its conservation mission. WWF reserves the right to comment publicly on any aspects of the Participant’s environmental performance.

e. In addition, it is WWF network policy to be externally accountable and transparent about our partnerships with business. Therefore, notwithstanding above requirements regarding review and approval of materials and communications, the Participant hereby consents to WWF’s disclosure of the following information without further review or approval: (a) the Participant’s name; (b) the amount of any Participant financial support to WWF, within a range of values only; (c) a very brief statement of the nature of our work together (e.g., “fishery improvement project collaboration”); and (d) the duration of our relationship.

8) No Detrimental Activity. Each party represents and warrants to the other that it knows of no activities or other matters not yet a matter of public information that should preclude an association under this MOU or prove detrimental to the other party’s interests. In addition, if in the future, any party becomes aware of any activity or matter that may become detrimental to the interests of the other party, that party shall promptly notify the affected party of the relevant facts and circumstances.

9) Miscellaneous Provisions.

a. This is a non-exclusive agreement between the two parties and preserves the right of each to work independently or with others.

b. This MOU contains the entire agreement of the parties regarding its subject matter.

c. Nothing in this MOU shall create an employment or agency relationship; neither party shall make any commitments or take any positions on behalf of the other without that party’s specific, written consent. This MOU shall be interpreted under the laws of the District of Columbia, USA, without regard to its conflict of laws rules. Any action brought to enforce or interpret this MOU, or arising out of the activities described in this MOU, shall be brought in a court of appropriate jurisdiction in the District of Columbia.

d. Neither party may assign, directly or indirectly, all or part of its rights or obligations under this MOU without the prior written consent of the other party.

e. This MOU may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. Facsimile signatures and .pdf signatures transmitted by email shall be deemed to have the same full force and effect as original signatures.