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Tripartite Memorandum Of Agreement
"I need a Tripartite Memorandum of Agreement under UAE law for a commercial building development project in Dubai, where a developer, construction company, and bank are entering into a three-way arrangement for project financing and construction starting March 2025."
1. Parties: Identification and details of all three contracting parties, including their legal status and authorized representatives
2. Background: Context of the agreement, relationship between the parties, and purpose of the memorandum
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including hierarchy of documents
4. Scope of Agreement: Clear delineation of the trilateral arrangement and its boundaries
5. Commencement and Duration: Start date, term, and any conditions precedent
6. Roles and Responsibilities: Specific obligations and responsibilities of each party in the trilateral arrangement
7. Financial Arrangements: Payment terms, cost sharing, and financial obligations between parties
8. Confidentiality: Protection of confidential information shared between the three parties
9. Intellectual Property: Ownership and usage rights of IP in the trilateral relationship
10. Representations and Warranties: Standard and specific warranties from each party
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Force Majeure: Events outside parties' control and their consequences
13. Termination: Termination rights and processes, including partial termination provisions
14. Dispute Resolution: Process for resolving disputes, including UAE law-compliant arbitration provisions
15. Governing Law: UAE law as governing law and relevant jurisdictional provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Steering Committee: Required when ongoing project governance is needed - establishes committee structure and decision-making processes
2. Performance Metrics: Include when specific performance standards need to be measured and monitored
3. Change Control: Required for agreements where scope or deliverables may need modification during the term
4. Insurance: Include when specific insurance requirements are necessary for risk management
5. Anti-Corruption and Compliance: Required for international parties or when dealing with government entities
6. Data Protection: Include when personal data processing is involved
7. Step-In Rights: Required when one party needs rights to take over another's obligations in certain circumstances
8. Bank Guarantees: Include when financial security is required from any party
1. Schedule 1 - Services Description: Detailed description of services or activities to be performed by each party
2. Schedule 2 - Commercial Terms: Detailed pricing, payment terms, and financial arrangements
3. Schedule 3 - Key Personnel: List of key personnel from each party and their roles
4. Schedule 4 - Service Levels: Performance standards and metrics if applicable
5. Schedule 5 - Technical Requirements: Technical specifications or requirements relevant to the agreement
6. Schedule 6 - Form of Bank Guarantee: Template for any required bank guarantees
7. Schedule 7 - Governance Procedures: Detailed procedures for project management and oversight
8. Appendix A - Contact Details: Contact information for key representatives from each party
9. Appendix B - Required Forms: Standard forms to be used during the agreement term
Authors
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Year
Deliverables
Dispute
Effective Date
Force Majeure Event
Governing Law
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Party A
Party B
Party C
Performance Standards
Project
Representatives
Services
Service Location
Term
Territory
UAE
Working Hours
Bank Guarantee
Change Request
Completion Date
Compliance Requirements
Documentation
Emergency
Good Industry Practice
Implementation Schedule
Liability Cap
Payment Terms
Quality Standards
Records
Steering Committee
Termination Date
Third Party
Work Product
Recitals
Definitions
Interpretation
Term and Duration
Scope of Agreement
Roles and Responsibilities
Representations and Warranties
Payment Terms
Performance Obligations
Governance
Reporting Requirements
Confidentiality
Intellectual Property
Data Protection
Force Majeure
Liability and Indemnification
Insurance
Change Control
Assignment and Subcontracting
Termination
Consequences of Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Language
Compliance with Laws
Anti-Corruption
Third Party Rights
Further Assurance
Costs and Expenses
Relationship of Parties
Time of Essence
Good Faith
Force Majeure
Bank Guarantee
Step-In Rights
Construction & Real Estate
Banking & Financial Services
Technology & Telecommunications
Energy & Utilities
Healthcare
Infrastructure Development
Manufacturing
Transportation & Logistics
Education
Government & Public Sector
Legal
Commercial
Finance
Operations
Risk & Compliance
Project Management
Corporate Secretariat
Business Development
Procurement
Strategic Planning
Legal Counsel
Contract Manager
Project Director
Commercial Manager
Chief Executive Officer
Chief Financial Officer
Business Development Director
Operations Manager
Risk Manager
Compliance Officer
Project Manager
General Manager
Corporate Secretary
Head of Procurement
Strategic Planning Director
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