Fishery Improvement Project Participation – Sample MOU
SAMPLE MEMORANDUM OF UNDERSTANDING
WORLD WILDLIFE FUND, INC.
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 Company Name with its principal place of business at Company Address (“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. The parties acknowledge that while the ultimate goal of a fishery improvement project is to allow fisheries to perform at a level consistent with an unconditional pass of the MSC standard, nothing in this MOU shall impose any obligation on Participant to pursue formal MSC certification.
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, by a date not to exceed 5 years since the start date of the FIP (Exceptions due to special external circumstances: as long as significant progress is made and the FIP is highly likely to enter MSC assessment, the pre-defined period of 5 years could be extended after consultations with all project partners).
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. Participant agrees to promptly undertake all activities requested by WWF necessary to maintain compliance with the fisheryprogress.org participation requirements.
4) Term. This MOU is effective beginning on Date for a term of twelve months, and shall automatically renew for successive one-year terms (each, a “Term”), unless either party gives notice to the other of its termination of the MOU by the end date of the then-current term. Either party may also terminate this MOU at any time during a Term upon thirty days’ written notice to the other party.
5) Financial Support.
a. Within sixty (60) days after execution of this MOU, and within sixty (60) days of every subsequent renewal, Participant shall provide financial support to WWF 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. Imports are defined as direct imports plus any purchases of FIP product from other suppliers. Thirty (30) days before the Term expires, the Participant shall provide written confirmation over email of its intent to renew the MOU, and if applicable, provide a written estimate over email of its expected volume for the new MOU term. Within thirty (30) days after the Term ends (including renewal Terms), the Participant will provide WWF with a verified and signed report of its actual volume of their imports minus any returns related to the FIP during the term of the MOU and pay WWF $0.01/pound for any imports made above the estimated volume (if actual volume is less than the estimated volume, WWF shall have no obligation to return the funds previously advanced). The purpose of this financial support is to enable the FIP(s).
b. WWF will analyze funding on a species level and 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: Name and Title of WWF-US FIP lead
b. For Participant:
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 objectives 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 the accordance with 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.
f. Notwithstanding anything herein to the contrary, Participant acknowledges that, in furtherance of WWF’s commitment to transparency and responsibility, WWF is required to provide certain information to FisheryProgress.org regarding Participant’s participation in the FIP, including, without limitation, Participant’s company type, company name, contact name and email address, and a general description of the nature of Participant’s engagement (e.g., financial contribution and/or participation). Participant grants WWF the right to provide this information to FisheryProgress.org and to allow the information to be publicly displayed and distributed. Please note that FisheryProgress.org does not currently post email addresses publicly but may use the email address to contact Participant. In addition, Participant may elect that WWF not disclose Participant’s contact name and/or email address by providing written notice to WWF of such election no later than five (5) days after mutual execution of this MOU, after which time, Participant acknowledges that WWF shall have no obligation to prevent such disclosure. For clarity, FisheryProgress.org does not currently require disclosure of the funding amounts provided by Participant hereunder, and WWF shall not disclose such amounts to FisheryProgess.org unless and until required to do so. WWF will provide Participant with advance written notice in the event any such disclosure is made compulsory.
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) Working with WWF.
a. Operational and Programmatic Independence. WWF does not operate as an agent or representative for any other party or entity, including those who financially support WWF’s work. WWF does not accept funding or other support from any source that could compromise its independence. All of WWF’s actions, undertakings, and positions are determined by WWF alone.
b. Commitment to Integrity and Good Conduct. WWF’s Commitment to Integrity and Good Conduct (available at https://www.worldwildlife.org/pages/commitment-to-integrity-and-good-conduct) is hereby incorporated into this MOU. Participant must, and agrees that it shall, ensure that it has effective standards of conduct and internal control structures in place that conform to these commitments. If Participant becomes aware of any allegations or actual actions arising in connection with the activities hereunder that do not so conform, whether received, observed, or engaged in by Participant’s staff, consultants, or other third parties, Participant must immediately inform WWF in writing and provide WWF with regular updates on any investigation or developments. WWF will determine the appropriate course of action, which may include termination of this MOU with immediate effect. WWF reserves its rights to exercise any and all other remedies under this MOU.
10) 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.