An Initial Partnership Agreement (often referred to as a Memorandum of Understanding or Letter of Intent) is a preliminary document that outlines the basic understanding and key terms between SayPro and a potential partner before entering into a full, legally binding contract. This document serves as a starting point for negotiations and provides both parties with a clear framework of the collaboration’s expectations, goals, and essential elements. While not legally enforceable in all its aspects, it helps in aligning both parties’ intentions and provides a basis for the more formal contract to follow.

Below is a detailed template for an Initial Partnership Agreement for SayPro:

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Initial Partnership Agreement

This Initial Partnership Agreement (the “Agreement”) is entered into as of [Date], by and between:

• SayPro, a company incorporated and existing under the laws of [Country], with its principal office located at [SayPro’s Address] (hereinafter referred to as “SayPro”);
• [Partner’s Name], a company/individual incorporated and existing under the laws of [Partner’s Country], with its principal office located at [Partner’s Address] (hereinafter referred to as the “Partner”).

Collectively, SayPro and [Partner’s Name] will be referred to as the “Parties” and individually as a “Party”.

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1. Purpose of the Agreement

This Initial Partnership Agreement outlines the general terms, objectives, and intentions of the Parties to collaborate on [briefly describe the collaboration or project, e.g., joint product development, marketing initiatives, service provision]. It is understood that this Agreement is a precursor to a more formal and legally binding partnership contract, which will be negotiated and signed at a later date.

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2. Objectives and Scope of the Partnership

A. General Objectives

The primary objectives of the partnership between SayPro and the Partner are as follows:

• [Objective 1]: For example, “To jointly develop and market a new software product.”
• [Objective 2]: For example, “To create a co-branded marketing campaign to increase brand awareness.”
• [Objective 3]: For example, “To share resources and expertise in order to enhance customer service offerings.”

These objectives are intended to serve as the foundation for a more detailed partnership contract in the future.

B. Scope of the Partnership

This section outlines the preliminary scope of the collaboration:

• [Describe the specific tasks, resources, or products involved in the partnership].
• [Define any limitations or restrictions, e.g., geographical boundaries, exclusivity, or non-compete clauses].

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3. Key Terms of the Initial Agreement

This section outlines the high-level terms that will form the basis for further negotiation:

A. Duration

The Parties agree to engage in initial discussions and collaborative efforts under this Agreement for a period of [number of months or years], starting from the Effective Date, with the intent to formalize a comprehensive partnership agreement before the expiration of this period.

B. Responsibilities and Contributions

Each Party agrees to make the following contributions to the partnership:

• SayPro’s Responsibilities: For example, SayPro may contribute [technical expertise, marketing resources, project management].
• Partner’s Responsibilities: For example, the Partner may contribute [financial investment, sales channels, industry knowledge].

These contributions will be further detailed in the subsequent partnership contract.

C. Financial Arrangements

• Revenue Sharing: Preliminary understanding on revenue-sharing models, for instance:
  • SayPro: [percentage]%
  • Partner: [percentage]%
• Cost Sharing: A general understanding on how costs will be shared during the collaboration, including [details of shared costs, e.g., marketing campaigns, product development].

D. Confidentiality

Both Parties agree to keep any proprietary or sensitive information exchanged during this initial phase confidential, including but not limited to financial data, technical details, and business strategies. Confidentiality will be governed by a more detailed non-disclosure agreement (NDA) once the full partnership is formalized.

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4. Timeline and Next Steps

This section outlines the next steps for the Parties as they move toward a formal partnership agreement:

1. Due Diligence: The Parties agree to conduct mutual due diligence to assess each other’s capabilities, resources, and readiness to engage in the partnership. This will occur over the next [time period].
2. Negotiation of Full Agreement: Both Parties will negotiate the terms of a comprehensive partnership contract, which will include more detailed obligations, terms, and conditions. It is anticipated that this contract will be finalized by [anticipated date].
3. Sign-Off: Once the terms are agreed upon, both Parties will sign the final agreement to formalize the partnership.

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5. Exclusivity (Optional)

This section clarifies whether the partnership will be exclusive or non-exclusive, and under what conditions:

• Exclusive Partnership: For example, “SayPro agrees not to enter into a similar partnership with a competitor of [Partner’s Name] for the duration of this Agreement.”
• Non-Exclusive Partnership: For example, “Both Parties remain free to enter into similar partnerships with other entities, as long as there is no conflict of interest.”

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6. Termination

This Agreement may be terminated by either Party under the following circumstances:

• Mutual Agreement: The Parties may mutually decide to terminate this Agreement at any time.
• Breach: Either Party may terminate this Agreement if the other Party materially breaches the terms outlined herein and fails to remedy the breach within [X] days of receiving written notice.
• Failure to Formalize: If a formal partnership agreement is not finalized within [time frame], either Party may terminate this Agreement.

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7. Governing Law and Dispute Resolution

This section outlines the legal framework under which the Agreement will be governed:

• Governing Law: This Agreement will be governed by and construed in accordance with the laws of [jurisdiction].
• Dispute Resolution: Any disputes arising from this Agreement will be resolved through [mediation/arbitration] in [location], with the cost of mediation or arbitration to be borne equally by both Parties.

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8. No Binding Obligations (Except Confidentiality)

This Agreement is not legally binding except for the confidentiality provisions and any other specific commitments made herein. The Parties agree that this Agreement serves as a precursor to the full partnership agreement and does not create any legal obligations beyond those stated explicitly in Sections 3 and 6 above.

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9. Miscellaneous Provisions

A. Entire Agreement

This document represents the understanding of the Parties as of the date hereof, but is not a complete agreement. A full partnership agreement will supersede this document once finalized.

B. Amendments

Any amendments to this Agreement must be made in writing and signed by both Parties.

C. Force Majeure

Neither Party will be held liable for delays or failure in performance due to causes beyond their reasonable control, including but not limited to natural disasters, war, or government regulations.

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10. Signatures

This Initial Partnership Agreement is intended to confirm the Parties’ mutual understanding and intention to negotiate a more detailed and legally binding agreement.

By signing below, the Parties agree to proceed with good faith negotiations to formalize the partnership:

For SayPro:
By: ____________________________
Name: _________________________
Title: __________________________
Date: __________________________

For Partner:
By: ____________________________
Name: _________________________
Title: __________________________
Date: __________________________

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