The EXA Way Supplement

Memorandum of Understanding (MOU)

Page 256

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1. Introduction

This Memorandum of Understanding (MOU) is established between Company A (the "Bidder") and Company B (the "Support Company"), collectively referred to as the "Parties," specifically for their collaboration on the "ABC" project.

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2. Purpose and Scope

The purpose of this MOU is to delineate the collaboration framework between Company A and Company B for the proposal development and subsequent execution phases of the “ABC” project.

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3. Duration

This MOU is effective from <Effective Date> and will remain valid until the completion of the ABC project or as mutually revised by the Parties.

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4. Collaboration Framework

4.1. Proposal Development: Company A, as the Bidder, retains final authority over the content and delivery of the proposal, encompassing the technical, financial, and offset volumes.

4.2. Subcontracting Framework Post-Award: Upon winning the contract, Company A will serve as the prime contractor and Company B as a subcontractor. Company B agrees to adhere to the subcontract terms and conditions set out in Schedule A.

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5. Work Share and Compliance

5.1. Work Share Under Contract: Company B commits to carrying out the work share for the revenues set out in Schedule B. The Parties acknowledge that the work share and corresponding revenues are subject to negotiation as events unfold.

5.2. Canadian Content Value (CCV) Compliance: Company B agrees to achieve at least 100% of its resulting subcontract value in CCV as calculated under the ISED's ITB Policy, including a minimum of 15% in Small and Medium Business CCV. These CCV commitments are non-negotiable.

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6. Proposal Document Requirements List (PDRL)

During proposal development, Company B shall furnish all documents and artifacts and fully respond, with detailed corroborating evidence, to all mandatory and rated requirements, as set out in Company A’s PDRL, as set out in Schedule C, and as amended from time to time by Company A.

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7. Proposal Development and Support

7.1 Company B agrees to co-locate at least two (2) of its personnel at Company A’s facilities for the duration of the proposal development. Company B’s co-located personnel shall be sufficiently experienced and knowledgeable to lead and coordinate Company B’s responses to its proposal development responsibilities set out in Article 6.

7.2 The Parties agree to commit the necessary resources and take the necessary steps to complete their respective proposal development responsibilities, as set out in the PDRL, and in accordance with the Proposal Development Plan and Schedule set out in ScheduleF.

7.3 The Parties agree to follow Company A’s Proposal Development Best Practices and Guidelines, provided separately from this document.

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8. Compliance at Red Review

During the Red Review of proposal development, Company B hereby warrants that, for the artifacts and requirements it is responsible for, as set out in Article 6, it shall achieve:

• 100% compliance to all mandatory requirements.
• At least 70% compliance to each rated requirement.
• An overall average score of at least 75% across all rated requirements.

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9. Intellectual Property

Intellectual property rights shall be governed per the stipulations agreed upon by the Parties and as set out in Schedule D.

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10. Confidentiality

Both Parties commit to the protection of confidential information in accordance with a separate Non-Disclosure Agreement between the Parties dated [Date of NDA].

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11. Dispute Resolution

Disputes arising under this MOU shall be resolved through consultation or arbitration, subject to the laws of Ontario, Canada, and as set out in Schedule E.

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12. Termination

Either Party may terminate this MOU upon providing [Notice Period] days' written notice to the other Party.

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13. Amendments

Amendments to this MOU shall be made in writing and require mutual consent of both Parties.

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14. Non-Legal Obligation

This MOU represents a statement of intent rather than a legal obligation or contract between the Parties.

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15. Costs

Each member of the Parties shall bear their own costs for all activities and responsibilities under this MOU.

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16. Signatures

Executed by the authorized representatives of the Parties as of the last date written below:

Company A: ________________________ Name: [Name], [Title] Date: [Date]

Company B: ________________________ Name: [Name], [Title] Date: [Date]

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***Disclaimer: The information presented in this supplement is for information purposes only. It is not intended, and may not be used, as legal or business advice. The author makes no representations of warranty, accuracy, or fit for purpose of the information herein. Use at your own risk.