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Memorandum Of Understanding (Real Estate)
"I need a Memorandum of Understanding (Real Estate) for a proposed joint venture between a Singapore-based developer and our Philippine corporation to develop a mixed-use commercial property in Makati City, with specific provisions for foreign ownership compliance and a 90-day exclusivity period starting March 2025."
1. Parties: Identification of all parties involved in the MOU, including complete legal names, addresses, and registration details for corporate entities
2. Background: Context of the potential transaction, including brief description of the property and the parties' general intentions
3. Definitions: Key terms used throughout the MOU, including property-specific terminology and Philippine real estate terms
4. Purpose and Scope: Clear statement of the MOU's objective and the extent of the parties' proposed relationship
5. Subject Property: Detailed description of the real estate property, including location, boundaries, and title details as per Philippine land registration requirements
6. Proposed Transaction Structure: Outline of the contemplated transaction, including proposed terms and conditions
7. Due Diligence: Framework for the investigation and review of property documentation and title
8. Timeline: Proposed schedule for negotiations, due diligence, and potential execution of definitive agreements
9. Confidentiality: Binding provisions regarding the confidentiality of information exchanged
10. Non-Binding Effect: Clear statement that the MOU is non-binding except for specified provisions
11. Costs and Expenses: Agreement on who bears the costs of due diligence and document preparation
12. Governing Law: Specification of Philippine law as governing law and relevant jurisdiction
13. Termination: Conditions and process for terminating the MOU
14. Signatures: Execution block for all parties
1. Exclusivity: Optional binding provision preventing parties from negotiating with other parties for a specified period
2. Break Fee: Optional provision for compensation if one party withdraws from negotiations under specific circumstances
3. Broker/Agent Representation: Required if real estate brokers or agents are involved in the transaction
4. Local Government Requirements: Specific section addressing local government requirements if the property is subject to special zoning or development regulations
5. Environmental Matters: Required if the property has potential environmental concerns or requires environmental clearances
6. Indigenous Peoples' Rights: Required if the property is located in or near areas covered by the Indigenous Peoples Rights Act
7. Foreign Ownership Considerations: Required if any party is a foreign entity, addressing Philippine foreign ownership restrictions
1. Schedule A - Property Details: Detailed technical description of the property, including lot numbers, boundaries, and technical descriptions from the title
2. Schedule B - Initial Price Considerations: Preliminary discussion of pricing and payment terms, if already discussed
3. Schedule C - Due Diligence Requirements: List of required documents and information for due diligence
4. Schedule D - Timeline: Detailed timeline with specific milestones and deadlines
5. Schedule E - Required Permits and Licenses: List of necessary government permits and licenses relevant to the property
6. Appendix 1 - Property Documents: Copies of relevant property documents including title, tax declarations, and surveys
7. Appendix 2 - Corporate Documents: Copies of corporate documents proving authority to enter into the MOU
Authors
Applicable Law
Business Day
Completion
Confidential Information
Due Diligence
Due Diligence Period
Definitive Agreement
Effective Date
Encumbrances
Exclusivity Period
Good Faith Deposit
Land Registration Authority
Local Government Unit
Material Adverse Change
Memorandum of Understanding
Parties
Property
Property Documents
Proposed Transaction
Purchase Price
Registry of Deeds
Representative
Subject Property
Tax Declaration
Technical Description
Title
Transfer Certificate of Title
Transfer Date
Transfer Taxes
Zoning Certificate
Binding Provisions
Non-Binding Provisions
Broker
Common Areas
Development Rights
Environmental Laws
Force Majeure
Indigenous Peoples' Rights
Notice
Permitted Use
Property Manager
Real Estate Investment Trust
Security Deposit
Substantial Completion
Term
Territory
Transfer Documents
Valuation
Working Day
Recitals
Definitions
Purpose
Property Description
Transaction Structure
Due Diligence
Confidentiality
Non-Binding Effect
Binding Provisions
Timeline
Exclusivity
Good Faith
Costs and Expenses
Representations and Warranties
Property Access
Documentation Requirements
Foreign Ownership
Environmental Compliance
Local Government Requirements
Broker Representation
Tax Matters
Term and Termination
Break Fee
Notices
Assignment
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Counterparts
Authority
Language
Registration Requirements
Indigenous Peoples' Rights
Anti-Money Laundering
Real Estate
Property Development
Construction
Commercial Property
Residential Property
Industrial Property
Hospitality
Retail
Office Space
Mixed-Use Development
Agriculture (for agricultural land)
Tourism
Infrastructure
Urban Development
Legal
Real Estate
Property Development
Finance
Business Development
Compliance
Risk Management
Operations
Project Management
Asset Management
Investment
Facilities Management
Corporate Affairs
Due Diligence
Real Estate Director
Property Development Manager
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Real Estate Broker
Property Manager
Investment Manager
Development Director
Land Acquisition Manager
Asset Manager
Business Development Manager
Corporate Lawyer
Real Estate Analyst
Project Manager
Facilities Manager
Risk Manager
Compliance Officer
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