Memorandum on Project FARMERHOOD
This Memorandum sets for the terms and understanding between the partners regarding the functionality of FARMERHOOD Project.
1. Definitions
1.1. Project FARMERHOOD: means charity project for Ukrainian farmers.
1.2. Founding Partners: means coalition of the following five initiative companies, market leaders in their business segment who united together to develop digital platform for Ukrainian farmers, offer for donors, business model and run promotion and operational processes transparently and effectively:
• GEOSYS (commercial name EarthDaily Agro) - focused on promotion in US
• SYNGENTA - focused on business model development
• FEODAL - focused on digital platform development and validation of Ukrainian farmers
• DAR – focused on promotion in Ukraine and execution processes
• KERNEL – focused on security testing of digital platform and financing operational costs of Ukrainian charity partner (DAR Charity Fund)
1.3. Associated Partners: means all companies participating in the FARMERHOOD project. The list of Associate Partners includes, among others, Information Partners, Charitable Partners, Technical Partners, Executing Partners, etc. Associate Partner logos will be added to the FARMERHOOD Project website.
1.4. Intellectual Property: means individually and collectively all inventions, improvements, or discoveries and all works of authorship, which are generated in the performance of the Project during the Term.
1.5. Personal Data: information or a set of regular data and sensitive data about an individual or legal entity that is identified or can be specifically identified.
1.6. Website: means a web page on the Internet at the link www.farmerhood.org .
2. General provisions
2.1. This Memorandum shall not have the effect of a preliminary agreement. This Memorandum is not a joint venture agreement, or agency agreement, or any other contractual obligation.
2.2. This Memorandum shall not create any legal obligations for Parties (with exception for confidentiality clause, which is binding upon the Parties) to provide any services, works, or any property or financial obligations. Any specific obligations between the Parties shall be negotiated and established by future specific agreements.
3. Background
3.1. Since the beginning of the full-scale military invasion, a large number of Ukrainian farmers have suffered significant losses in their business activities. Particularly affected categories of farmers are those businesses that are located in areas that are almost or completely destroyed by hostilities.
3.2. Restoration of the agro-industrial sphere and the usual business processes can take a long time if there is no outside charitable assistance.
4. Purpose
4.1. FARMERHOOD is a charity project for Ukrainian farmers developed by coalition of agricultural leaders, founding sponsors with other partners to join the project.
4.2. The objective is to build a farmer to farmer platform and business model to help Ukrainian farmers in war torn places to maintain their business operations, restore their farms, and support the farm workforce.
4.3. The FARMERHOOD Project will be focusing on building a bridge between small affected Ukrainian farmers and foreign farmers. The FARMERHOOD project intends to spread to a large number of foreign countries to attract charitable assistance, in addition, the Founding Partners will analyze the possibility of using the FARMERHOOD Project for Ukraine as an after war recovery fund.
4.4. The above goals will be accomplished by undertaking the following activities:
4.4.1. Validation
4.4.1.1. All Ukrainian Farmers apply for the FARMERHOOD Project which will be subject to due diligence, validation to be completed before reaching any donor organization, individual, etc.
4.4.1.2. Key diligence items to be checked:
• Ukrainian register of legal entities
• Land bank register
• Sanctions lists
• Relations to Russia.
4.4.2. Accumulation of financial and material aid
4.4.2.1. Collecting funds from Farmers and Corporate donors
4.4.2.2. Generating Tax bills
4.4.2.3. Making regular cash transfers to Ukrainian fund.
4.4.3. Execution
4.4.3.1. Managing all execution process through pre agreed Executing Partners
4.4.3.2. Ensuring compliance requirements and reporting to the foreign charity funds.
5. Application for participation and requirements for participation
5.1. Submission procedure for Associate Partners
5.1.1. The application for participation in the FARMERHOOD Project must be submitted by filling in and sending the form via the Website https://app.farmerhood.org .
5.1.2. For the purposes of joining the FARMERHOOD Project, the company must conduct its activities on the basis of integrity, openness and meet the conditions agreed by the Founding Partners:
5.1.2.1. The potential Associate Partner should be absent from the sanctions lists, including but not limited to Ukraine, the United States, the European Union, Japan, Switzerland and others
5.1.2.2. The potential Associate Partner and its employees must have a positive business reputation
5.1.2.3. In the ownership structure of a potential Associate Partner (at any level of the structure property) there are no legal entities - residents of the Russian Federation and / or citizens of the Russian Federation who own (individually or jointly with other persons, directly or indirectly), and also have the right to vote acquired shares (stakes) in the governing bodies of a potential Associate Partner, as well as persons who have economic ties with residents of the Russian Federation and / or citizens of the Russian Federation / residents of the Russian Federation
5.1.2.4. No criminal proceedings have been initiated against the potential Associate Partner or its executives
5.1.2.5. No liquidation proceedings have been initiated against the potential Associate Partner.
5.1.3. The submission of the application means that the potential Associate Partner agrees on use of its Personal data, commercial name and logo by Founding Partners within the framework of FARMERHOOD Project, namely on the Website, in publications, and press-releases.
5.1.4. The person who submits the application becomes an Associate Partner after receiving the decision of Founding Partners.
5.2. Submission procedure for Ukrainian Farmers
5.2.1. The application for participation in the FARMERHOOD Project must be submitted by filling in and sending the form via the Website.
5.2.2. For the purposes of joining the FARMERHOOD Project, farmers should meet the conditions agreed by the Founding Partners:
5.2.2.1. Small UA Farmer segment (with land in use up to 1,200 acres)
5.2.2.2. Location in regions impacted by war
5.2.2.3. Compliance with the requirements specified in paragraph 3.4.1.
5.2.3. The submission of the application means that the potential participant agrees on use of its Personal data, commercial name and logo by Founding Partners within the framework of FARMERHOOD Project, namely on the Website, in publications, and press-releases.
5.2.4. The person who submits the application becomes a participant after receiving the decision of Founding Partners.
6. FARMERHOOD Project management bodies
6.1. The governing bodies of the FARMERHOOD Project include:
• Project Board
• Strategic Board.
6.2. Project Board
6.2.1. The Project Board is a general meeting of Founding Partners representatives. The Project Board has the authority to make decisions on all issues related to the activities of the FARMERHOOD Project. The Project Board is the executive body of the FARMERHOOD Project.
6.2.2. The composition of the Project Board consists of representatives of Founding Partners. Each Founding Partner must appoint one representative to the Project Board. Members of the Project Board must elect the Chairman of the Project Board.
6.2.3. The Project Board is held once a week of each calendar week of each year of activity of the FARMERHOOD Project, unless otherwise specified in a separate document on the Project Board. The notification about details of the meeting should be sent by Chairman of the Project Board not later than 3 working days before the meeting.
6.2.4. A simple majority of the Project Board members present should take all decisions.
6.2.5. The detailed procedure for the functioning of the Project Board should be specified in a separate document on the Project Board.
6.3. Strategic Board
6.3.1. The advisory body of the FARMERHOOD Project is the Strategic Board. The Strategic Board has initiative, consultative powers in the activities of the FARMERHOOD Project. Members of the Strategic Board cannot be members of the Project Board.
6.3.2. The main functions of the Strategic Board are:
6.3.2.1 providing assistance and strategic advice for promoting FARMERHOOD Project initiatives
6.3.2.2. preparation of recommendations on expanding the composition of the Associated Partners
6.3.2.3. providing suggestions for periodic audit of the FARMERHOOD Project or its part
6.3.2.4. providing suggestions and approval on strategy for further development.
6.3.3. The detailed procedure for the functioning of the Strategic Board should be specified in a separate document on the Strategic Board.
7. Personal data protection
7.1. The Founding Partners, as providers of the FARMERHOOD project, shall process entrusted, regular data and sensitive data of other partners, stakeholders, and other persons who cooperate with the Founding Partners within any form.
7.2. The Founding Partners undertake to process the personal data entrusted to them in a safe manner by applying appropriate technical and organizational measures ensuring an adequate level of security corresponding to the terms of use provided on the official website of the FARMERHOOD, Ukrainian legislation on data protection, GDPR, US legislation, and other international legislative acts related to the data protection.
7.3. The Founding Partners agree that the data to be processed may be processed and circulated only between the Founding Partners and may not be transferred to third parties in the raw form.
7.4. The Founding Partners undertake to keep confidential all information, data, materials, documents, and personal data received from the persons cooperating with the Founding Partners data obtained in any other way, deliberate or accidental, in verbal, written or electronic form.
7.5. The Founding Partners declare that in connection with the obligation to keep data in secrecy, they will not be used, disclosed or made available without written consent of the persons cooperating with the Founding Partners for a purpose other than the performance of the project, unless the necessity to disclose the information possessed results from the applicable provisions of law.
8. Intellectual Property and other assets
8.1. This Memorandum shall not grant any right or title over Intellectual Property, whether patented or not, of the other participants of this Memorandum.
8.2. The Founding Partners have agreed that all rights to the Intellectual Property and other assets to be created during the implementation of the FARMERHOOD Project will be further agreed and distributed among the Founding Partners under the relevant agreements. The content of such agreements is fully entrusted to the approval of the Founding Partners.
9. Publications
9.1. The Founding Partners shall have the right to publish or otherwise publicly disclose information gained in the course of the work conducted on the FARMERHOOD Project, provided, however, that no confidential information, as hereinafter defined, shall be published.
9.2. The Founding Partners agree that information may be used in press releases.
10. Other provisions
10.1. The Founding Partners have agreed that amendments to this Memorandum may be made only at the initiative of the Founding Partners.
10.2. All proposed amendments must be supported by a simple majority vote of the Founding Partners.
10.3. In case of confirmation and amendments to the Memorandum, the text of the memorandum should be published in a new version on the Website.
10.4. Each Founding Partner or Associate Partner shall be entitled to terminate this Memorandum by a prior written notice to the other partners one month in advance.
10.5. This Memorandum shall be governed by the substantive laws of Ukraine.
11. Signatures
GEOSYS EUROPE, SARL
(commercial name EarthDaily Agro)
Address: Chemin de Beaufort 12, c/o CDC Avocats Sarl, 1162 St-Prex, Switzerland
VAT number/Company identification number (UID): CHE-402.574.389
Dave GEBHARDT, General Manager
SYNGENTA, LLC
Address: Kozatska St 120/4, 03022 Kyiv city, Ukraine
Company identification number (EDRPOU): 30265338
Oleksandr KRAVCHUK, General Manager
FEODAL, LLC
Address: Lychakivska St 37 office 6, 79010 Lviv city, Ukraine
Company identification number (EDRPOU): 43092063
Andriy DEMIANOVYCH, General Manager
DAR, CHARITY FUND
Address: Chikalenko St 21, office 40, 01024 Kyiv city, Ukraine
Company identification number (EDRPOU): 34691861
Valentina PODGORNA, Chairman of the Board
KERNEL-TRADE, LLC
Address: Tarasa Shevchenko Ln 3, 01001, Kyiv city, Ukraine
Company identification number (EDRPOU): 31454383
Oleksandr GOLOVIN, Procurement and Commercial Director