Memorandum of Understanding (MOU) - Prima Lab SA

MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU”) is made and entered into as of the 8th day of July, 2019
(“Effective Date”), between Playpal, Inc., located at 9200 E Mineral Ave, Centennial, CO 80112, USA
(“Playpal”) and PRIMA Lab SA, located at Via Antonio Monti 7, 6828 Balerna, Switzerland, each referred
to individually as “Party” or collectively as “Parties.”
WHEREAS Playpal is in the business of providing solutions to individual users and communities to improve
their health using various technologies and methods, including artificial intelligence, machine learning,
blockchain, incentivization and gamification;
WHEREAS PRIMA Lab SA is a dynamic Swiss company who markets the most complete range of rapid tests
to pre-screen rapidly, reliably the main health parameters and preventing several health risks.; and
WHEREAS the Parties desire to explore opportunities for collaboration for the mutual benefit of
the Parties, their mission and target communities .
NOW, THEREFORE, the Parties in consideration of the mutual promises as set forth herein, agree as
follows:
1. TERMS AND CONDITIONS OF THE UNDERSTANDING

a. Both Parties will jointly consider synergies and opportunities for collaboration;
b. The Parties will develop a framework for exchange of data;
c. Collaborator will encourage its users to sign up for and use the Playpal platform;
d. Playpal will explore providing the Collaborator with anonymized, cumulative insights on
Collaborator’s users’ health in relation to users’ participation in Collaborator’s services;
e. The Parties will consider a joint public relations and user awareness campaign;
f. The Parties will consider opportunities to collaborate on Playpal pilots;
g. The Parties will explore whitelabeling opportunities in future;
h. Neither Party is limited to exclusively conducting such form of collaboration with only the
other Party.
2. COMMUNICATION OF THE UNDERSTANDING
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a. Both Parties grant the other Party the right to communicate the existence and nature of
the relationship formed by this MOU in all forms, including written communication, press
releases, online, digital, print and social media, public or private announcements, and
marketing collateral;
i. Any such communication would require approval from the authorized
representatives of each Party; and
ii. Each Party must make reasonable efforts to respond to such request for approval
in a timely manner.
3. NON-DISCLOSURE AND NON-CIRCUMVENTION

a. The Parties recognize that each may be given access to certain information that
constitutes the confidential and proprietary property of the other, solely for the limited
purpose of evaluating, planning for and achieving the objectives listed in Section 1 above;
b. Each Party agrees to be bound by the terms and provisions of the Non-Disclosure
Agreement — including non-disclosure, non-solicitation and non-circumvention — signed
separately between the two Parties on 2nd July 2019,(attached to this MOU);
i. If any provision of the Non-Disclosure Agreement is in conflict with the provisions
of this MOU, this MOU will prevail and supersede; and
c. Each Party will respect and treat the other Party’s materials and information as
proprietary.
4. CONFORMITY WITH LAWS AND INDUSTRY STANDARDS

a. In the performance of this MOU, each Party will conform with all applicable provisions of
local, state and federal laws and regulations;
b. Each Party will follow and be held up to industry standards in the execution of this MOU;
c. Each Party agrees to abide by the use and conduct policies of the other Party when on the
other Party’s premises; and
d. Each Party shall be responsible for its own respective business reporting, payment of
taxes, and other business obligations and requirements.
5. ASSIGNMENTS AND SUBCONTRACTS

a. This MOU is for the joint services of and/or direct collaboration between Playpal and
PRIMA Lab SA, and neither shall assign or subcontract the work to be performed
hereunder, in whole or in part, without the prior written consent of the other Party.
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6. TERM AND TERMINATION
a. This MOU will be in effect for a period of three (3) years from the Effective Date and may
be renewed for additional terms, the length of which will be negotiated at the time of
renewal, through separate agreements between the two Parties or mutually and
expressly agreed-upon addenda to this MOU;
b. Either Party may terminate this MOU prior to the conclusion of its term with a written
notice either sent via registered mail to the other Party’s address listed above or delivered
in person at least sixty (60) days in advance of the date of termination; and
c. Should the Parties execute a more formal and binding agreement pertaining to the
subject matter hereof and capturing the understanding herein between themselves and
before the expiration of the term or any renewed terms of this MOU, this MOU shall stand
automatically terminated as of effective date of that agreement.
7. SCOPE AND SEVERABILITY

a. This MOU is a non-binding understanding between the Parties;
a. This MOU and any attachments or addenda hereto contain the entire agreement as of
the Effective Date between the Parties respecting the subject matter hereof;
i. Any presentation, promise or condition in connection herewith, not incorporated
in this MOU, its attachments or its addenda, shall not be binding upon either
Party;
ii. No waiver, alteration, modifications, renewal or extension of this MOU shall be
valid unless made in writing and signed on behalf of Playpal and PRIMA Lab SA by
duly authorized representatives thereof; and
iii. Should any other opportunities for collaboration or partnership arise in the
future, both Parties may detail them in mutually and expressly agreed-upon
addenda to this MOU;
b. Should any provision of this MOU be held to be invalid or unenforceable in any particular
context by any duly authorized court of law, the remainder of this MOU shall remain in
effect and the provision in question shall remain in effect except for in the context it is
held to be invalid or unenforceable by the duly authorized court of law; and
c. Any temporary waiver, waiver of a specific provision or failure to enforce any provision
shall not be construed as a waiver of the remainder of this MOU or of any specific
provision except as mutually and expressly agreed upon.
8. GOVERNING LAWS
a. This MOU shall be construed and applied in accordance with the laws of the State of
Colorado, USA, U.S. federal statutes, and other applicable rules and regulations.
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9. DISPUTE AND ARBITRATION
a. In the event of any dispute, claim, question or disagreement arising out of or relating to
this MOU or any breach thereof:
i. Either Party may send the other a written notice of dispute under this MOU via
registered mail at the addresses listed above or deliver in person;
ii. The Parties shall use their best efforts to settle such disputes, claims, questions
or disagreement amongst themselves; and
iii. To this effect, the Parties shall consult and negotiate with each other in good faith
and, recognizing their mutual interests, attempt to reach a just and equitable
solution satisfactory to both Parties; and
b. If they do not reach such solution within a period of sixty (60) days following a notice of
dispute under this MOU, then upon written notice by either Party to the other (via
registered mail or delivered in person):
i. Disputes, claims, questions or differences shall be finally settled by binding
arbitration administered by the American Arbitration Association in accordance
with provisions of its Commercial Arbitration Rules;
ii. The site of the arbitration shall be Centennial, Colorado, USA;
iii. The arbitration shall be before one neutral arbitrator (“Arbitrator”) to be selected
in accordance with the Commercial Rules of the American Arbitration Association
and shall proceed under the Expedited Procedures of said Rules, irrespective of
the amount in dispute; and
iv. The Arbitrator may award to the prevailing Party, if any as determined by the
Arbitrator, all of its costs and fees, which means all reasonable pre-award
expenses of the arbitration, including the Arbitrator’s fees, administrative fees,
travel expenses, out-of-pocket expenses such as copying and telephone, court
costs, witness fees, and attorney’s fees.
IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be effective from 8th day of July, 2019
and agree to be bound by its terms and provisions in good will, and the persons signing warrant that they
are duly authorized to sign on behalf of their respective Party.
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FOR PLAYPAL FOR PARTNER
___________________________________ _________________________________________
Eesha Sheikh Name:
CEO Title:
Email: [email protected] Email:
Date: 8th July,2019 Date: 8th July,2019
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MEMORANDUM OF UNDERSTANDING

1. TERMS AND CONDITIONS OF THE UNDERSTANDING

2. COMMUNICATION OF THE UNDERSTANDING

3. NON-DISCLOSURE AND NON-CIRCUMVENTION

4. CONFORMITY WITH LAWS AND INDUSTRY STANDARDS

5. ASSIGNMENTS AND SUBCONTRACTS

7. SCOPE AND SEVERABILITY

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