Queen Of SOS Memorandum of Understanding (MoU)

QUEEN OF SOS MEMORANDUM OF UNDERSTANDING BETWEEN SOSNATION INTELLIGENCE COMPANY AND SOS FACE

01.01.2019

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (MoU) is made this Tuesday, January 1, 2019 by 12 AM between SOSnation Intelligence Company “(SOS)”, a company incorporated and existing under part A of Companies And Allied Matters Act (CAMA), with its head office located at: 43 Aremu Olatunbosun Street, Shogunle, Lagos, Nigeria; (which expression shall—where the context so admits—include its successors-in-title, authorized representatives and assignees) of the one part;

And;

SOS Face “(You)” or “(Your)”, a woman with address in Nigeria; (which  expression  shall—where  the  context  so  admits—include its successors-in-title, authorized representatives and assigns) of the other part;

Where as;

  1. SOS is an advertising agency involved in the management and participation of SOS Face Of The Week, SOS Face Battle, SOS Face Of The Week Party and Queen Of SOS.
  2. You are partnering with SOS in the management and participation of SOS Face Of The Week, SOS Face Battle, SOS Face Of The Week Party and Queen Of SOS.
  3. You and SOS are committed to effectively manage and participate in SOS Face Of The Week, SOS Face Battle, SOS Face Of The Week Party and Queen Of SOS.

Now therefore, the parties agree as follows:


CLAUSE 1: COMMENCEMENT DATE

The effective date of commencement of this MoU shall be effective from Tuesday, January 1, 2019 by 12 AM. and shall continue thereafter till Tuesday, December 31, 2019 by 11:59 PM or otherwise, until terminated as agreed by the parties to this agreement.


CLAUSE 2: OTHER DOCUMENTS

The business and project flight plan and any other document which the parties regard as paramount to this MoU shall be read and construed as forming an integral part of this MoU. In the event of any conflict between this MoU and the other documents, the provisions of this MoU shall prevail over the documents to the extent of such conflict.


CLAUSE 3: GUIDING PRINCIPLES

The division of responsibility is based on six guiding principles:

  1. CLEAR ACCOUNTABILITY: Each party must be accountable for its actions, so each party must have unambiguous and well defined responsibilities.
  2. TRANSPARENCY: Each party must know who is responsible for what, and an understanding of the risks and performance of the project, that is why we will have regular meetings to review the risks and the progress on delivery.
  3. DELIVERY EXCELLENCE: Each party commits to delivering their responsibilities to the highest levels of excellence, so each party will draw on the collective strengths of either party to achieve the common objectives.
  4. COMPLIMENTARY EXPERTISE: Each party is selected and enters into this agreement on the basis of its comparative expertise, and proven ability and commitment to deliver on its obligations as set out in this memorandum of agreement.
  5. REGULAR CONTACT, MEETINGS AND PROJECT REVIEWS: This helps each party to resolve issues quickly, and discharge their responsibilities as efficiently and effectively as possible.
  6. MUTUAL RESPECT:  Each party enters into this agreement in the mutual understanding that all parties can achieve more together than if they act individually, and so commit to work collaboratively drawing on each other’s strengths, resources, and networks to achieve the outcomes of any projects.

CLAUSE 4: DUTIES AND OBLIGATIONS OF SOS

SOS shall:

  1. Deliver in cash to you or deposit into your bank account 25% of every 1,000 Naira vote intended for you in the SOS Face Battle after winner of SOS Face Battle you contended in is announced. This is exclusive of the final round’s SOS Face Battle.
  2. Deliver in cash to you or deposit into your bank account the percentage remainder 14.49% of every 1,000 Naira vote intended for you in the SOS Face Battle after winner of Queen Of SOS crown and titles is announced and only if you deliver your duties and obligations stated in Clause 5: a, b, c, d and e. This is exclusive of the final round’s SOS Face Battle.
  3. Deliver in cash to you or deposit into your bank account 39.49% of every 1,000 Naira vote intended for you in the final round’s SOS Face Battle for Queen Of SOS after winner of Queen Of SOS crown and titles is announced and only if you deliver your duties and obligations stated in Clause 5: a, b, c, d and e.
  4. Solely manage and keep accurate count of money votes, as whoever votes will have to call or WhatsApp SOS to confirm their vote, where SOS will ask after their bank name, bank account name, bank account number, amount deposited and name of SOS Face voted for. Unconfirmed money votes will not be counted as a vote.
  5. Lose total count of votes of any SOS Face who fails to be present at SOS Face Of The Week Party and during the announcement ceremony of the winner of Queen Of SOS crown and titles. This will make her ineligible to win the Queen Of SOS Crown and titles.
  6. Solely and directly control the execution, management and participation of all SOS Face Of The Week, SOS Face Battle, SOS Face Of The Week Party and Queen Of SOS content and activities.
  7. Be responsible for project management of all SOS Face Of The Week, SOS Face Battle, SOS Face Of The Week Party and Queen Of SOS content and activities.
  8. Do such other acts that would facilitate and give effect to the intents and purposes of this MoU.

CLAUSE 5: DUTIES AND OBLIGATIONS OF YOU

You shall:

  1. Share the following posts on your personal Instagram page about; (i.) your SOS Face Of The Week introduction image before or during voting duration, (ii.) your SOS Face Battle official images during voting duration, (iii.) each SOS Face Of The Week sponsors’ brands image during voting duration (iv.) SOSnation app promotional image or video during voting duration, (v.) SOSnation Intelligence Company services promotional image or video during voting duration, (vi.) your SOS Face Battle result images within 7 days after voting duration, (vii.) SOS Face Of The Week Party image before date of party, (viii.) the official Queen Of SOS winner image (adding congratulatory message as caption, tagging @SOSnation) within 7 days after announcement of winner of Queen Of SOS crown and titles.
  2. Mutually agree with SOS on the caption to be used in any of the posts stated in Clause 5: a.
  3. Attend SOS Face Of The Week Party before starting time of event, which is 2 PM.
  4. Accept loss of your own total count of votes if you fail to be present at SOS Face Of The Week Party and during the announcement ceremony of the winner of Queen Of SOS crown and titles. This will make you ineligible to win the Queen Of SOS Crown and titles.
  5. Only choose to exit SOS Face Of The Week Party after the winner of Queen Of SOS crown and titles is announced by 9 PM.
  6. Accept loss of the 14.49% remainder of your share of cash deposits intended for you during your SOS Face Battle voting duration and your 39.49% share of cash deposits intended for you during your final round’s SOS Face Battle for Queen Of SOS voting duration if you fail any of the obligations stated in Clause 5: a, b, c, d and e.

CLAUSE 6: FUND SHARING/APPROPRIATION

You and SOS shall share/appropriate deposited funds accumulated from votes intended for you in SOS Face Battle as follows:

  1. SOS = 60.51%
  2. You = 39.49%

CLAUSE 7: ALTERATION OF AGREEMENT

Any alterations or modifications made or to be made to this MoU, shall be agreed upon by the parties in writing and any such alteration or modifications shall for the purposes of identification only be signed by the parties.


CLAUSE 8: CONFIDENTIALITY

  1. Each party shall duly provide to the other parties, information that is necessary for the other parties to work in the manner agreed by them, upon the condition that the mentioned information, does not contravene any legislation of the Federal Republic of Nigeria or any confidentiality obligations.
  2. Neither party shall at any time during the duration of this MoU or after its termination by whatever means disclose to third parties any official secrets or business methods, data and vital information which may have come to the party’s knowledge by virtue of the transaction embodied in this MoU.
  3. The documents and information exchanged between the parties in connection with this MoU shall be treated with utmost confidence and shall not be used for any other purpose except in relation to this MoU.

CLAUSE 9: NON-CIRCUMVENTION

  1. Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source’s or contact’s associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express or implied permission of the Party who made the source(s) known and/or available.
  2. The parties of this Agreement acknowledge that no effort shall be made to circumvent its terms in an attempt to gain commissions, fees, remunerations, or considerations to the benefit of any of the parties to this Agreement, while excluding agreed benefits to any of the other parties.
  3. The parties of this Agreement acknowledge that no effort shall be made to circumvent its terms in an attempt to gain commissions, fees, remunerations, or considerations to the benefit of any of the parties to this Agreement, while excluding agreed benefits to any of the other parties.
  4. All Parties herein submit to the jurisdiction of the Federal Republic of Nigeria.

CLAUSE 10: MONITORING AND EVALUATION

  1. The monitoring and evaluation of this project shall be handled by SOS. SOS shall subject to corporate governance measures which ensure that management is held accountable in accordance with leading best practices.
  2. SOS shall regularly monitor project implementation to track performance against milestones as shall be indicated in the work plan.
  3. The parties shall ascertain progress of the project or lack thereof and produce total progress of reports for evaluation on Final Round of Queen Of SOS.

CLAUSE 11: DISPUTE RESOLUTION

Any controversy or claim arising thereof, or relating to this MoU and any subsequent  amendments to the MoU, or any other differences that may arise in the course of implementation of this MoU shall be resolved by negotiation and mediation between the representatives of the each parties.


CLAUSE 12: RIGHT OF ARBITRATION

  1. If and to the extent that any dispute, controversy or claim has not been settled by negotiations within 14 days of the commencement of negotiations, such dispute, controversy or claim shall be referred to and finally determined by arbitration in accordance with the provisions of the Arbitration and conciliation Act, Cap. A18 Laws of the Federal Republic of Nigeria 2004;
  2. The arbitral tribunal shall consist of one arbitrators each chosen by either parties, and in the absence of agreement, to be appointed by the Chairman for the time being of the Nigerian chapter of the Chartered Institute of International Arbitrators;
  3. Reference to arbitration shall not affect due performance of the obligations under this MoU.

CLAUSE 13: FORCE MAJEURE

  1. None of the parties hereto shall be liable to the other for any delay or failure to meet its obligation under this MoU if such failure or delay is due to force majeure;
  2. For the purpose of this MoU, force majeure shall mean any act, event or condition beyond reasonable control and without the fault or negligence of any of the parties concerned including; acts of God, war, industrial unrest, sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or in law), martial law, fire, flood, cyclone, earthquake, landslide and explosion or such like acts.
  3. Performance of this MoU shall be suspended for the duration of the disability resulting from the force majeure and none of the parties shall be liable for delay or failure in the performance of any of the terms and conditions of this MoU for such duration PROVIDED that the party claiming force majeure shall promptly give notice of the occurrence of such force majeure to the other party and undertake to resume the performance of obligations under this MoU upon cessation of the force majeure, unless the extenuation circumstances render further performance of the MoU impossible.

CLAUSE 14: TERMINATION

This MoU shall be terminated upon the occurrence of any of the following:

  1. If either party is in material breach of any of the provisions contained in this MoU and does not remedy the breach within 14 days or such period as may be reasonably necessary in the circumstances after receiving written notice from the other party or parties, then the party or parties not in breach may, by written notice immediately terminate this MoU without liability;
  2. By mutual agreement of all parties in writing and duly executed;

CLAUSE 15: NOTICES

All communication, notices or information provided by one party to the others under this MoU shall be delivered personally or by registered or certified mail or by Facsimile or e-mail to authorized representatives of parties.

Notices to SOS shall be sent to:

SOSnation Intelligence Company
43 Aremu Olatubosun Street,
Shogunle, Lagos,
Nigeria.

Attn: CEO.

Notices to you shall be sent to:

Your address.

Attn: You.


CLAUSE 16: ASSIGNMENT

The parties undertake not to assign, delegate or otherwise transfer any of their rights, duties or obligations under this MoU without the prior written consent of the other.


CLAUSE 17: GOVERNING LAW

This MoU and any amendments to it shall be governed and interpreted in accordance with the Laws of the Federal Republic of Nigeria.

IN WITNESS WHICH the parties have executed this agreement in the day and year first above written.

The common seal of the company has been affixed to this agreement.

SOSnation Intelligence Company:

………………………………………………..

In the presence of:

………………………………………………..
Ugochukwu Obasi.
Director.

Signed and delivered by the within named you:

…………………………………………………


WITNESS:

Name:

….………………………………………….………

Occupation:

….………………………………………….………

Address:

….………………………………………….………

Phone number:

….………………………………………….………

Email:

….………………………………………….………

Signature:

….………………………………………….………


QUEEN OF SOS MEMORANDUM OF UNDERSTANDING

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