Sample memorandum of agreement doc

Omnibus means “of, in relation to, or providing for many people things at once” and “containing or including many items”. An Omnibus Agreement is really a combination of those definitions: it’s an agreement, usually between several parties, that concerns everyone, is generally for the benefit for everyone, and addresses numerous areas all-in-one agreement. Similar to your Memorandum of Understanding, or “MOU”, an Omnibus Agreement can relate with any number of business areas, whether it’s loan contracts, partnership agreements, or Joint Venture Agreements.

A common intent behind an Omnibus Agreement would be to memorialize and ensure an understanding among several parties according to a joint business. Drafters of those agreements would want to cover each of the bases with the partnership and the many terms the parties have accepted.

Usually, the parties will agree that any organization opportunity appropriate with the new partnership will probably be offered to the partnership and does not be usurped by anyone member. There is going to be of course be exceptions which need to be identified as well. An Omnibus Agreement setting forth a knowledge in respect to your creation of a broad partnership will normally contain the following articles and provisions:

I. Recitals. The recitals part of an Omnibus Agreement to produce a partnership is critical. These recitals set forth the general intent behind the agreement plus the desires with the parties to evidence their understanding with respect to the modern business arrangement. Essentially, both parties will probably be participating in an overall partnership and may promise never to engage in employment opportunities that are in the type the partnership was setup to embark on.

II. Definitions. Since an Omnibus Agreement is primarily with the purpose of confirming an awareness among several parties, the Definitions section is especially important. Key terms including “affiliate”, “group member”, “partnership group” and “sponsor” should be clearly defined.

III. Business Opportunities. The key here would be to spell out that provided that one from the parties towards the agreement participates inside control in the newly created General Partnership, that party and its particular affiliates will likely be prohibited from, directly or indirectly, owning, operating, or investing in any organization that competes using the partnership. This provision be the “Restricted Business.” Another provision in the following paragraphs titled “Exceptions” has most likely furnished for a method by which the parties may mutually accept to approve a party’s foray in to the Restricted Business. It is not uncommon for that parties to produce a “Conflicts Committee” to face these exceptions.

IV. Indemnification. It is important to feature an indemnification provision, whereby the many parties towards the agreement, jointly and severally, consent to indemnify, defend, and hold harmless the newest partnership to get a certain length of time. The parties must accept cover all losses through the partnership on account of any investigation, claim, or violation. Procedures affecting this indemnification should also be discussed.

V. Miscellaneous. In order to make the agreement fully enforceable, boilerplate contract provisions ought to be included addressing issues for example governing law, notice, termination, assignment, modification, and severability.

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