MEMORANDUM OF UNDERSTANDING

(Hereinafter referred to as “the MoU”)

BY AND BETWEEN

CHEMEXON AFRICA PARTNERS

(Hereinafter referred to as “CHEMEXON”)

AND

HARARE INSTITUTE OF TECHNOLOGY

(Hereinafter referred to as the “HIT”)

CONCERNING COOPERATION IN RESEARCH & DEVELOPMENT

PROJECTS
 MEMORANDUM OF UNDERSTANDING

MADE AND ENTERED

Into by and between:

PARTIES

CHEMEXON CHEMICALS PRIVATE LIMITED (T/A

CHEMEXON AFRICA PARTNERS) is a private company duly
established in terms of the Companies Act (24:03) according to the laws of
Zimbabwe. Hereafter referred to as “CHEMEXON” and is represented
herein by Rumbidzayi Mlambo in her capacity as Managing Partner.

AND

HARARE INSTITUTE OF TECHNOLOGY a body corporate duly

established in terms of the Harare Institute of Technology Act (Chapter
25:26). Hereinafter referred to as HIT and represented herein by Dr Eng
Quinton Kanhukamwe in his capacity as Vice Chancellor being duly
authorised thereto.

PREAMBLE

A. WHEREAS CHEMEXON is a private company duly established in terms

of the Companies Act (24:03) according to the laws of Zimbabwe, to sell
chemical raw materials and toll manufacturing of cleaning & chemical
products, having Company No. 10490/2020;
B. WHEREAS HIT is a body corporate duly established in terms of the
Harare Institute of Technology Act (Chapter 25:26), organized under the
 laws of Zimbabwe that provides Research & Teaching and through its
Technology Transfer, Licensing & Commercialisation Centre (TTLCC)
provides the adoption, creation, development and deployment of
technology and products;
C. WHEREAS the Parties are desirous of entering into an MOU with a view
of assessing the possibilities of entering into a possible technical and
commercial partnership for the provision of industrial and scholarly
exchange, collaborative research and commercialization of possible
research outputs.

NOW THEREFORE, the parties have agreed as follows:

Article 1
Objectives
The prime objectives of this MoU are;
1.1 To collaborate in manufacturing of detergents, personal care products and
cleaning chemicals between CHEMEXON and HIT on the understanding
that this will not cover sanitizers and disinfectants.
1.2 To identify and carry out joint research and development projects in
advanced technologies for the mutual benefit of both parties and national
goals of improving livelihoods of Zimbabweans.

Article 2
Areas of Cooperation
2.1 CHEMEXON and HIT intend to co-operate in areas as set out in the
objectives of this memorandum.
2.2 The parties may however mutually agree to expand and diversify into other
related areas.
2.3 Other areas of cooperation may be constituted within operational
agreements signed between both parties.
Article 3
Obligations of CHEMEXON shall:
3.1 Avail necessary material and personnel that HIT staff and students will
work with and ensure their availability as agreed to between the parties on
the design and manufacture of detergent, personal care products and
cleaning chemical products.
3.2 In conjunction with HIT, develop, test, market and support the detergent,
personal care products and cleaning chemical products jointly
manufactured and produced.
3.3 Provide necessary funding and equipment for mutually identified and
agreed projects to be worked on as indicated in the areas of cooperation.

Article 4
Obligations of HIT
HIT shall;
4.1 Avail & identify necessary personnel that CHEMEXON will work with
and ensure their availability as agreed to between the parties.
4.2 In conjunction with CHEMEXON, develop, test, market and support the
detergent, personal care products and chemical cleaning products jointly
manufactured and produced.
4.3 Assist on sourcing necessary funding for mutually identified and agreed
projects to be worked on.

Article 5
Entry into force
5.1 This MoU shall enter into force upon both parties appending their
signatures and date signed to this memorandum of understanding.

Article 6
Amendment
6.1 Amendments, alterations or modifications to this MoU shall only be
effected after the written consent of both parties has been obtained.

Article 7
Termination
Termination of this MoU may occur in either of the following circumstances;
7.1 By either party giving three months’ written notice to the other party of its
intention to terminate this MoU; and/or
7.2 Upon the conclusion of this MoU, its provisions or any separate contracts
entered into shall continue to govern any unexpired obligation, project,
programme assumed or commenced hereunder until they are fully
executed.

Article 8
Dispute Resolution
8.1 The Parties shall make every effort to resolve amicably, by direct informal
negotiations, any disagreement or dispute arising between them under or
in connection with this Agreement. Unless otherwise agreed by the parties,
the period of negotiations shall not exceed fourteen (14) days from the date
that a party notifies the other of the existence of a dispute.
8.2 Should the Parties fail to resolve any dispute amicably, either Party may
require that the dispute be referred to arbitration and such dispute shall be
settled by arbitration in accordance with terms of the Arbitration Act of
 Zimbabwe, [Chapter 7:15]. The Chairman of the Commercial Arbitration
centre shall appoint a single arbitrator to hear the matter. The Arbitration
proceedings shall be conducted in terms of the Arbitration Act [Chapter
7:15]. The proceedings pending before the Arbitrator shall not preclude the
aggrieved party from approaching the High court seeking an interdict to
protect its interests. The arbitration proceedings shall be conducted in
Harare, Zimbabwe. The decision of the arbitrator shall be final only to the
extent that it is not contrary to public policy or is unreasonable and subject
only to the limited rights of appeal as provided for in the Arbitration Act
[Chapter 7:15].

Article 9
Duration
9.1 This MoU shall be valid for a period of 5 (five) years, subject to article 5.
This MoU shall be extended for any successive periods upon mutual
consent, unless one of the parties notifies in writing to the other of its
intention to terminate this MoU 3 (three) months prior to its expiration. The
issues under consideration, being of a confidential nature shall be treated
as such throughout the initial and successive periods.

Article 10
Confidentiality
10.1 All the information agreed to between the parties as being of a confidential
nature shall be treated as such and used for the purpose for which it is
given, unless a party gives its written consent waiving its claim to
confidentiality in respect of that particular information.
10.2 Under no circumstances and at no time shall either party disclose to any
person the secrets, plans, methods or systems used by the other in its
business or operations, without prior written consent from the disclosing
 party. All plans, studies, reports, brochures, sketches and other such
information of any nature made available by virtue of its association with
the technology solutions, and vice versa in terms hereof, shall be held in
strict confidence during the term of this Agreement and after its
termination.
10.3 All Research & Development outputs and commercialization activity
including Intellectual Property (IP) from HIT, will be handled as guided by
the existing HIT policies.

Article 11
Funding & financing
11.1 Joint projects that potentially benefit both parties upon development and
commercialization shall have their funding/financing arrangements
mutually agreed by the parties. In this case a separate agreement shall be
entered into for each project.

Article 12
Force majeure
12.1 In the event of the occurrence of an event of force majeure which shall
include, but not be limited to the following; acts of God, natural disasters
and wars; neither of the parties shall be held liable or accountable for
problems and costs arising from failure to fulfill their obligations under this
MoU.
12.2 If the implementation of projects and activities are impaired, interrupted or
stopped as a result, the parties shall discuss, within a reasonable time, the
impact on the achievement of activities and shall agree to a suitable
solution to each party’s interests.
 Article 13

Domicilium citandi et executandi

All correspondences and notices pursuant to this MoU shall be deemed to have
been properly given if delivered in writing to the offices of addresses hereunder:

For CHEMEXON:
2 Harare Drive
Waterfalls
Harare, Zimbabwe
www.chemexon.co.zw
Tel:08644310587
Cell: +263 714 046 884/ +263 719 188 6665

For HIT:
15015 Ganges Road,
Ridgeview,
Harare, Zimbabwe
+263242741423-36
techtrans@hit.ac.zw
www.hit.ac.zw
 Article 14
Signatories

IN WITNESS WHEREOF, the undersigned, being the duly nominated and

authorized representatives of the parties hereto have agreed to and signed this
MoU.

THUS DONE AND SIGNED at ________________ on this __________day

of______________2021, in duplicate, in the English language, both texts being
equally authentic.

Rumbidzayi Mlambo Dr Eng Quinton Kanhukamwe

Managing Partner – CHEMEXON Vice Chancellor- HIT

…………………………….…… ……………………………………
For and on behalf of CHEMEXON For and on behalf of HIT

………………………………… ……………………………………
CHEMEXON WITNESS HIT WITNESS