This is a draft version of the Memorandum of Understanding (MOU) that I drafted (in January 2015) and adapted from a reference. This is the MOU that I created for Tripda, an online carpooling platform. I am sharing with my readers who may find it useful. Feel free to connect with me at maxermesilliam@gmail.com.

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MEMORANDUM OF UNDERSTANDING
By and Between
Tripda, Inc (Malaysia)
And
UMCARES - The Community and Sustainability Centre
For
Cooperation to Develop Green Campus & Improve Student Welfare through
Carpooling
This Memorandum of Understanding (MOU or Agreement) is made on this 30
January 2015, by and between Tripda, Inc (Malaysia), with its headquarters located
at Level 3, Block B, Southgate Commercial Centre, Jalan Dua, off Jalan Chan
Sow Lin, 55200 Kuala Lumpur hereinafter referred to as Tripda and UMCARES -
The Community and Sustainability Centre with its headquarters located at Level 6,
Research Management Innovation Complex (RMIC), University of Malaya,
50603 Kuala Lumpur hereinafter referred to as UMCARES for the purpose of
achieving the various aims and objectives relating to the Development of Green
Campus and Improve Student Welfare through Carpooling (the Project) Tripda
and UMCARES are collectively referred to herein as the “Parties”.
WHEREAS Tripda and UMCARES desire to enter into an agreement in which Tripda
and UMCARES will work together to complete the Project;
AND WHEREAS Tripda and UMCARES are desirous to enter into a Memorandum
of Understanding between them, setting out the working arrangements that each of the
partners agree are necessary to complete the Project;
WHEREAS, Tripda has a primary goal to plan, design, build, implement and maintain
the Project. Promoting carpooling and adopting Tripda framework will primarily:
i. overcome limited car park spaces
ii. reduce the number of single-occupant vehicle (SOV)
iii. reduce campus traffic congestion
iv. reduce traveling and mileage costs by cost-sharing carpooling
v. reduce carbon footprint

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University of Malaya will be the first ever public institution to embrace carpooling
culture, a practice which was adopted by the government in the 80’s;
WHEREAS, Tripda takes the primary role to implement the carpooling technology
and monitor the progress of the Project. UMCARES, in turn, provides Tripda with a
long-term support in the implementation of carpooling framework, and brand
promotion of Tripda throughout the campus.
WHEREAS, Tripda and UMCARES share an interest in improving the awareness,
efficiency and user experiences of Tripda technology. The Parties hereby establish a
strategic partnership that will achieve greater efficiency in the delivery of the Project.
I. Purpose
The purpose of this MOU is to provide the framework for any future binding contract
regarding the cooperation to develop green campus & improve student welfare
through carpooling between Tripda, Inc (Malaysia) and UMCARES.
The above goals will be accomplished by undertaking the following activities:
II. Scope of Activities and Responsibilities
Tripda agrees to:
1. plan, design, implement and monitor the Project adhering to environmental
guidelines and university regulations
2. adhere to the Personal Data Protection Act 2010 (PDPA) when collecting
personally-identifiable information from university users
3. come up with any related educational materials serve to raise awareness
4. sponsor the campus activities and events related to carpooling such as hostel
roadshows
5. engage all Partners in any pivotal discussion which involves decision-making
UMCARES agrees to:
1. provide non-monetary benefits to students and staffs who carpool with Tripda
such as allotting strategic parking spaces
2. support Tripda in terms of manpower in organizing hostel roadshows

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3. promote the use of Tripda carpooling mobile and web-based applications in
the campus through a series of activities which are agreed in advance, such as
hostel roadshows
4. promote Tripda’s carpooling campaign through university students’ email and
portal
III. Communication and Report
Tripda will monitor the progress of the Project in terms of the number of new users,
number of completed rides, number of passenger transported, distance travelled, on a
monthly basis, depending on the urgency to track. The report will be shared with
UMCARES for reviews, updates and revisions.
IV. Cost and Expenses
Each Party agrees to be responsible for its own expenses incurred in implementing
this MOU, including travel and accommodation unless otherwise agreed in writing by
the Parties. Payment of any costs associated with carrying out any other activities of
the strategic partnership will be negotiated by the Parties in a separate agreement.
Nothing in this MOU is intended to obligate the funds of either Party.
V. Administration of Agreement
In all matters relating to the administration of this MOU, Mr. Victor Ang Sng Ming,
Country Manager or his designee shall act for Tripda as administering and amending
agent, and Professor Dr. Serena, Director of UMCARES - The Community and
Sustainability Centre, or her successor shall act for UMCARES as administering and
amending agent.
VI. Dispute Resolution
In the event of a dispute between the Parties in the negotiation of the final binding
contract relating to this Project, a dispute resolution group will convene consisting of
the Chief Executives of each of the Parties together with one other person
independent of the Parties appointed by the Chief Executives. The dispute resolution
group may receive for consideration any information if thinks fit concerning the
dispute.
VII. Term of Agreement and Modifications
This MOU is at-will and may be modified by mutual written consent of authorized
officials from the Parties. This MOU shall be effective upon signature by both Parties’
authorized representatives and shall continue in effect for a term of no more than one
(1) year, as in from 30 January 2015 until 29 January 2016, unless either Party
terminates its participation in this agreement upon thirty days (30) written notice to
the other Party. The term can be extended only by agreement of all of the Parties.

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VIII. Other Terms
A. The Parties acknowledge that the MOU is a statement of general interests and
intent and sets forth no legally binding duties or obligations with respect to
either Party.
B. The Parties shall at all times remain fully independent entities.
C. Use of logos and hyperlinks to promote each Parties’ services and
opportunities on Internet websites must be in accordance with the policies of
each Party and must be approved in advance by each Party.
D. The Parties agree that this Agreement will be non-exclusive and nothing
prevents either Parties from entering into similar agreements with third parties.
Neither Party nor its employees are authorized to make any representation or
any commitment on the other Party’s behalf.
E. Nothing herein is intended to conflict with either Parties’ policies. Should a
dispute arise between the Parties concerning this Agreement, the Parties shall
resolve the difference through appropriate and timely communications with
the other party, which may include written notice of the dispute within 30 days
of date on which the dispute arises and forwarding of the dispute to the higher
officials within each organization for resolution, consistent with the purposes
of the Agreement.
IN WITNESS WHEREOF, the Parties’ authorized representatives have executed this
Agreement as of the date indicated below.
Tripda, Inc (Malaysia)
By: _____________________ Date: ________________
Designation: ______________
UMCARES - The Community and Sustainability Centre
By: _____________________ Date: ________________
Designation: ______________