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Memorandum of Agreement

MEMORANDUM OF AGREEMENT

PARTNERSHIP



Prepared for

Jonathan Brindley –

 Cigna Healthcare




Prepared by

Xavier Sanders

[email protected]

October 09, 2023

Amended on November 28, 2023




WHEREAS, BarbaraCares is a reputable 501c3 organization, EIN 83-3204570 dedicated to promoting health and wellness within communities across the state of Texas, and

 

WHEREAS, Cigna Health is interested in promoting its services and brand within these communities through marketing and co-branding opportunities;

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, BarbaraCares and Cigna hereby agree as follows:

 

 

PARTIES

 

This MEMORANDUM OF AGREEMENT PARTNERSHIP (“Agreement”) executed on November 29, 2023, is made by and between Xavier Sanders of BarbaraCares Foundation (“Organization”) and Jonathan Brindley of Cigna Healthcare (“Partner”), each referred to herein as a Party, and collectively as the Parties.

 

 

 

NATURE OF AGREEMENT

 

The parties wish to enter into this Agreement to set forth the terms and conditions in respect to the partnership of the parties for the purpose of collaborative branding and exposure marketing for a full calendar year. BarbaraCares will serve as an intermediary facilitating the distribution of marketing materials provided by Cigna Healthcare during the duration of the contractual period. Distribution will include but not limited to any and all BarbaraCares sponsored events/fairs/forums and any joined community partner events where BarbaraCares has been invited to attend. Cigna Healthcare materials will be included in all designated grab bags given to every attendee at each event. Cigna agrees to provide BarbaraCares with materials and updated marketing promos at least 2 weeks ahead of any scheduled event. BarbaraCares agrees to provide Cigna Healthcare with a monthly calendar of BarbaraCares’s engagements 30 days prior as lead time to gather necessary marketing materials and/or information to distribute.

 

 

 

PAYMENT AND SERVICES

 

The Partner shall provide the full payment required set forth in this agreement prior to the start of any distribution and marketing of Cigna Healthcare.  Upon receipt of payment, the Organization shall promote the Partner and raise awareness for the duration of the agreed upon contract term. Cigna Health agrees to pay BarbaraCares the sum of $3,000 (USD) in exchange for marketing and co-branding services that will be provided for a period of one full calendar year from the Effective Date of this Agreement.

 

 

 

WARRANTIES

 

Each of the parties has the full power and authority to enter into and perform the obligations under this Agreement. The Organization further represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction and is qualified to hold transactions under the jurisdiction where it qualifies.

 

 

 

TERMS AND CONDITIONS

 

DISSOLUTION

The partnership shall terminate upon the completion of the contract term.

 

 

LIABILITIES & RESTRICTIONS

The Organization shall manage the operations of each event and retain logistical discretion regarding distribution of materials. Each party shall bear its own costs and expenses in the performance of this Agreement.

 

 

MARKETING SERVICES

During the contracted calendar year, BarbaraCares agrees to provide the following marketing services on behalf of Cigna Healthcare:

 

·         Featuring Cigna Healthcare at all BarbaraCares scheduled calendar events.

·         Disbursing Cigna Healthcare marketing materials in all attendee grab bags at events during the contracted calendar year.

·         Displaying and highlighting Cigna Healthcare logos in all BarbaraCares publications, both online and in print.

·         Granting Cigna Healthcare the right to participate in person at all events during the contracted calendar year.

 

 

NON-EXCLUSIVITY

This Agreement does not grant Cigna exclusivity within its industry category. BarbaraCares may engage in similar agreements with other organizations within the same industry.

 

 

SIGNATURE EVENTS

This Agreement does not include tiered sponsorship perks at the two signature events of BarbaraCares which include "March for Mammograms" and the "Care2Fight Health & Wellness Fair." Additional sponsorship levels and terms specific to these events are available upon request at an additional cost.

 

 

SPECIAL EVENTS TIERED SPONSORSHIP ADD-ON (option)

If Cigna Healthcare wished to have tiered sponsorship perks at the two main events BarbaraCares hosts each year (“March for Mammograms” and the “Care2Fight Health & Wellness Fair”), the price cost would be an additional $2,000 (USD). 

 

 

EVENT PARTICIPATION

Cigna Healthcare will have visibility and accessibility at all outreach events (estimated 8-10 each year), community health forums (estimated 2-4 each year), and signature events (2 each year) sponsored by BarbaraCares. Please note, any signature events, does not include tiered sponsorship perks. For a list of tiered sponsorship benefits, please inquire.

 

 

TERMINATION

This agreement shall remain in full effect for the duration of the terms agreed upon. There will be no refunds issued to the Party. If there is a material breach of the terms and conditions such as either party are no longer operating, the terminating party shall provide written notice to the party, allowing them 30 days to form a remedy agreeable to all parties.

 

 

ENTIRE AGREEMENT

This Agreement contains the entire understanding between BarbaraCares and Cigna Healthcare and supersedes all previous agreements and understandings, whether oral or written, relating to the subject matter herein.

 

 

 

GENERAL PROVISIONS

 

The parties shall use the confidential information in respect to this Agreement only for the purpose of review and shall use the same amount of care as it uses to protect its own confidential information.

 

The parties agree to mutually settle disputes that may arise out of this Agreement.

 

The provisions of this Agreement shall bind and inure to the benefit of the successors, assigns, and representatives of each respective parties.

 

 

DATES OF SERVICE

 

The parties agree to the following dates below identifying the contractual period for this partnership.

 

·         Start Date        -              01/01/2024

·         End Date          -              01/02/2025

 

 

ACCEPTANCE

 

 

IN WITNESS WHEREOF, each of the Parties has executed this Agreement Title as of the day and year set forth below.

 

 

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