Memorandum of Understanding UNHEVAL

1. MEMORANDUM OF UNDERSTANDING
FOR
CONSTRUCTION AND OPERATION OF THE TECHNO SCIENTIFIC INDUSTRIAL
PARK OF THE NATIONAL UNIVERSITY HERMILIO VALDIZÁN OF HUÁNUCO
(UNHEVAL)
BETWEEN
NATIONAL UNIVERSITY HERMILIO VALDIZÁN OF HUÁNUCO
(UNHEVAL)
AND
FOREBASE INTERNATIONAL DIVISION, INC. & NSESI GROUP, INC.
Date: June 27, 2017

2. MEMORANDUM OF UNDERSTANDING
For the Construction and Operation of the Techno
Scientific Industrial Park of the National University
Hermilio Valdizán of Huánuco in Peru, to provide Social
Extension Services to the Ancash-Huánuco-Ucayali Macro
Region, through Applied Scientific Research Services
(Scientific Campus) Innovative Thematic Innovation
Services (Technological Campus) and Productive
Competitiveness Services (Industrial Campus).
This memorandum of understanding is held on July 27, 2017 in Huánuco, Peru.
BETWEEN:
The National University Hermilio Valdizán of Huánuco, hereinafter referred to as "UNHEVAL" and
FOREBASE INTERNATIONAL DIVISION, INC. & NSESI GROUP, INC., Companies incorporated and
existing under the laws of China and Canada, respectively, hereinafter referred to as "FID & NIG". Each
of the aforementioned UNHEVAL and FID & NIG will henceforth be referred to as "Party" and collectively
as "The Parties".
Considering that UNHEVAL is eager to develop the BUILDING AND OPERATION OF THE
TECHNOLOGY SCIENTIFIC INDUSTRIAL PARK OF THE NATIONAL UNIVERSITY HERMILIO
VALDIZÁN OF HUÁNUCO (UNHEVAL) to meet the rapidly growing demand for applied research,
technological innovation and productive competitiveness services for small and medium-sized enterprises
in the country; and

3. Whereas, FID & NIG, as a contractor in alliances with Chinese companies, with experience in
engineering, procurement, construction and operation (EPCO), is eager to execute the BUILDING AND
OPERATION OF THE TECHNOLOGY SCIENTIFIC INDUSTRIAL PARK OF THE NATIONAL
UNIVERSITY HERMILIO VALDIZÁN OF HUÁNUCO (UNHEVAL) FOR THE MACRO REGION ANCASH-
HUÁNUCO-UCAYALI; And now, therefore, UNHEVAL and FID & NIG mutually agree as follows:
1. OBJECTIVE OF THE MEMORANDUM
The purpose of the memorandum is to ensure that both parties cooperate closely in the BUILDING AND
OPERATION OF THE TECHNOLOGY SCIENTIFIC INDUSTRIAL PARK OF THE NATIONAL
UNIVERSITY HERMILIO VALDIZÁN OF HUÁNUCO (UNHEVAL) FOR THE MACRO REGION ANCASH-
HUÁNUCO-UCAYALI and having FID & NIG as the unique Contractor for engineering, procurement,
construction and operation (EPCO).
2. FINANCING OF THE PROJECT
The financing of the project for the BUILDING AND OPERATION OF THE TECHNOLOGY SCIENTIFIC
INDUSTRIAL PARK OF THE NATIONAL UNIVERSITY HERMILIO VALDIZÁN OF HUÁNUCO
(UNHEVAL) FOR THE MACRO REGION ANCASH-HUÁNUCO-UCAYALI is $ 15,000,000,000.00 USD,
as indicated by the preliminary study, it will be co-financed through UNHEVAL and the Central
Government of Peru. UNHEVAL will finance preliminary study of the Profile Study; FID & NIG will finance
Feasibility Study and Technical Study that will justify the total investment required before the EPCO
contract is signed. Where UNHEVAL will provide all the facilities for the approval of the technical opinion
by the Ministry of Economy and Finance (MEF) and Ministry of Education (MINEDU) to secure the EPCO
contract for FID and NIG.

4. 3. PROJECT EXECUTION
For the execution of the memorandum, UNHEVAL will provide technical information to FID & NIG after
signing a confidentiality agreement, through the UNHEVAL Infrastructure Office. In return, FID & NIG will
prepare preliminary Public to Private Association (APP) studies for the technical justification of the
concession for the Building and Operation of the Project by the Ministry of Economy and Finance (MEF).
In addition, FID & NIG will assign a Theme Expert in Technological Scientific Industrial Parks and a
Translator for a period of three months on the university campus of UNHEVAL, in order to define the
project's business models, strategic alliances and validation of the return of investment between the
actors involved: Investors, Lenders, Users and the Government.
4. COMMERCIAL CONTRACT
FID & NIG will prepare a detailed technical proposal in the format of the National Public Investment
System in the Public Private Association Mode SNIP-APP as a Private Operator, whose proposal will be
sent to UNHEVAL with a copy to the Ministry of Economy and Finance (MEF) and Ministry of Education
(MINEDU).
5. RESPONSIBILITY
No party named in this document shall be liable to the other party for any loss, damage, cost, expense,
lawsuit or claim (including legal or other costs and expenses) or any other direct liability connected with
this Memorandum of Understanding (MOU).
6. VARIATION
This memorandum of understanding (MOU) cannot be varied or any of its stated provisions, except by a
written agreement signed by both parties.

5. 7. DISPUTE RESOLUTION
Any conflict or misunderstanding arising from the interpretation or application of this Memorandum of
Understanding will be settled by negotiations between the parties.
8. CAME INTO EFFECT
This memorandum of understanding will take effect from the date of signature by both parties.
9. DURATION AND TERMINATION
This memorandum of understanding will be effective until the official engineering, procurement,
construction and operation (EPCO) contract is signed by FID & NIG and UNHEVAL.
In faith of which the parties here have placed their respective rubrics on the date and year written above.
Signed by and on behalf of:
_________________________________________________________________
NATIONAL UNIVERSITY HERMILIO VALDIZÁN OF HUÁNUCO.
_________________________________________
FOREBASE INTERNATIONAL DIVISION, INC.
_______________________________________
NSESI GROUP, INC.

6. Witness Parts:
1.
2.

7. Witness Parts:
1.
2.