SAMPLE MOU

Memorandum of Understanding This memorandum of understanding is between the

Mentor and the Protge participating in the Caltrans District 4 Mentor-Protg Program, also known as
Calmentor.
Mentor Name:
Address:
City/Zip
Contact Person 1
Name/!e"/E#mai"$
Contact Person %
Name/!e"/E#mai"$
&usiness 'ocus: .
!.
Prot(g(
Address:
City/Zip
Contact Person 1
Name/!e"/E#mai"$
Contact Person %
Name/!e"/E#mai"$
&usiness 'ocus: .
!.
A) Pream*"e
"s participant in the District 4 Calmentor Program, we shall use our abilit# in an
atmosphere of enthusiasm and mutual professionalism, to strengthen the "$% as it relates
to the transportation industr# in a manner that is beneficial and effecti&e for all parties,
which meets the stated mission, goals and ob'ecti&es of the program, and pro&ide
ma(imum benefit to the communit#. The District 4 Calmentor Program is consistent with

SAMPLE MOU
the )o&ernor*s %(ecuti&e +rder ,o. ---./ on -mall 0usiness participation in -tate
procurement and contracting processes to meet or e(ceed the !1 2 small business
participation goal.
&) +e"ations,ips
The relationships among mentors, protgs and Caltrans District 4 Calmentor -teering
Committee are all &oluntar#. Participating parties will foster open, candid and timel#
communications for mutual business benefit.
C) Commitments
The mentor is committed to pro&iding an ade3uate amount of time. The protg is
committed to keeping the mentor full# informed. Caltrans District 4 Calmentor -teering
Committee Members are committed to coordinating and facilitating and e&aluating the
program. %ach will act with a sense of urgenc# and mutual respect for each other*s time.
-) -uties
1) Mentor:
a. "ttend meetings
b. 4e&iew protgs materials 5business plan, accounting procedures, action plan,
etc.6
c. 4e&iew protgs ke# indicators 5cash flow, bonding, bids, pro'ects, etc6
d. 4ecommend areas for impro&ement
e. 7ollow-up on mutual agreements for action
%) Prot(g(:
a. "ttend meetings
b. Define and assess its needs
c. Present complete and up-to-date information 5business plan, cash flow,
bookkeeping, bonding, bids, work in progress, etc.6
d. 4e3uest assistance as necessar#
.) Ca"trans -istrict / Ca"mentor Steering Committee
a. Pro&ide o&ersight
b. 7acilitate support ser&ices
c. 8dentif# contracting opportunities
d. 4un Committee Meetings
e. 4ecei&e and compile -tatus and Progress 4eports
f. "ppro&e the M+9
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SAMPLE MOU
E) Assessment of t,e Prot(g( Needs
The Protg re3uires assistance in the following areas:

a. Management and technical assistance:
b. 7inancial assistance:
c. 0usiness de&elopment assistance:
d. )eneral "ssistance:
') Assistance to *e Pro0ided Prot(g( *y Mentor
Mentor agrees to assist the Protg to full# de&elop the assessed needs as described in
paragraph % abo&e)
a. Management and technical assistance. The Mentor will;
b. 7inancial assistance. The Mentor will;
c. 0usiness de&elopment assistance. The Mentor will;
d. )eneral assistance. The Mentor will;
1) Confidentia" and Non#-isc"osure
8n carr#ing out the terms of this M+9, it ma# be necessar# for the parties to pro&ide
proprietar# data of information to one another. To the e(tent that such data or information
so identified in writing b# the disclosing part# a the time of the e(change, the recei&ing
part# agrees to hold such proprietar# information in the strictest confidence for a period
of three 5<6 #ears from the date of this M+9, and further agrees that, within that period of
time, it will not use an# such proprietar# data or information, e(cept in connection with
this Mentor-Protg M+9, and will not disclose an# such proprietar# data or information
to an# third part#, unless authori=ed in writing b# the disclosing part#.
The pro&isions of this paragraph shall not appl# to data or information: 5i6 was in the
public domain at the time it was disclosed> or 5ii6 is disclosed pursuant to the order of a
court of competent 'urisdiction> or 5iii6 becomes part of the public domain without breach
of this M+9> or 5i&6 is disclosed with the written appro&al of the disclosing part#> or 5&6
is disclosed after three 5<6 #ears from receipt of the information> or 5&i6 was
independentl# de&eloped b# the recei&ing part#> or 5&ii6 is or was disclosed b# the
disclosing part# to a third part# without restriction.
The standard of care imposed on the recei&ing part# for such proprietar# data or
information will consist of a least the same le&el of effort the recei&ing part# emplo#s to
a&oid unauthori=ed use, disclosure or dissemination of its own proprietar# matters of
similar &alue and sensiti&it#. The recei&ing part# shall not be liable for the inad&ertent or
accidental disclosure of proprietar# information, if such disclosure occurs despite the
e(ercise of the same degree of care as such part# normall# takes to preser&e its own
proprietar# data or information.
<
SAMPLE MOU
2) Non#+ecruitment# Non#Aggression )
3) Preparation of Mentor# Prot(g( 4uarter"y and Annua" +eports
The Mentor and Protg shall use its reasonable and best efforts in completing the
attached 3uarterl# progress report. 7our consecuti&e 3uarterl# reports shall constitute an
annual report. -ee attachment ".
5) Performance Measures
a. Protg will demonstrate continuous impro&ement from 3uarter-to-3uarter and
#ear-to-#ear in their capital, capacit# and other ke# indicators.
b. Protg will transition from the program in one to three #ears.
c. Protg will show de&elopment of core competences.
6) !erm and !ermination of t,e MOU
Mentor agrees to pro&ide the assistance identified in paragraph 7 to the Protg for at
least one #ear. Continuation of the M+9 is contingent upon Caltrans District 4 Calmentor
-teering Committee re&iew of the progress reports, as part of its annual re&iew of the
program.
" protg is granted )raduate -tatus after the completion of a one #ear M+9 term.
Protgs are e(pected to achie&e the following de&elopment milestones at the completion
of their term:
-uccessfull# prepare all necessar# -7<<. Documents for #our respecti&e firm
-uccessfull# implement accounting practices that are compliant with the 7ederal
"ccounting 4egulations
-uccessfull# attain -mall 0usiness Certification if appropriate
-uccessfull# foster three new business contacts
-hould a protg not attain these milestones at the end of the term, a protg ma# submit
a re3uest to the -teering Committee for consideration.
This M+9 ma# be terminated as follows:
a. ?oluntar# Termination b# the Mentor. The Mentor ma# &oluntar# terminate this
M+9 if the Mentor no longer wishes to participate in the Program as a Mentor to
a Protg. The Mentor shall notif# the Protg and District 4 Calmentor -ecretar#
in writing at least <. da#s prior to the termination date.
b. ?oluntar# Termination b# the Protg. The Protg ma# &oluntaril# terminate this
4
SAMPLE MOU
M+9 if the Protg no longer wishes to participate in the Program as a Protg to
a Mentor. The protg shall notif# the Mentor and District 4 Calmentor -ecretar#
in writing at least <. da#s prior to the termination dates.
c. Termination b# the District 4 Calmentor -teering Committee. This committee
ma# decide not to appro&e continuation of the M+9 if it finds that the Mentor has
not pro&ide the assistance set forth in this M+9 or that the assistance has not
resulted in an# material benefit or de&elopmental gains to the Protg or that the
Protg is not acti&el# fulfilling its own obligation under this M+9.
L) Effecti0e -ate
This M+9 is effecti&e upon appro&al b# the D-4 Calmentor -teering Committee for a
period of one #ear. This M+9 is renewable in one-#ear options while the Protg is a
certified -0%, D0% or D?0% and pro&ided the D-4 Calmentor -teering Committee
appro&es the continuations of the relationship consistent with the outcome of the
M+9@program re&iew.
M) Appro0a":
%ach undersigned below certifies that he or she full# read, and adheres to the terms and
conditions of, the abo&e Memorandum of 9nderstanding and its attachment.
Mentor: Prot(g(:
4e&iewed $ "ppro&ed b#: 4e&iewed $ "ppro&ed b#:
-ignature: -ignature:
Date: Date:
-#/ Ca"mentor C,airperson or -esignee
4e&iewed $ "ppro&ed b#:
-ignature
Date:
AA 9pon completion, please file this M+9 with the Caltrans Contract Manager
1
SAMPLE MOU
"TT"CBM%,T "
District 4 Calmentor
Program Cuarterl# "ssessment 4eport
/
SAMPLE MOU
District 4 Calmentor
Program Cuarterl# "ssessment 4eport
'irm Name:
Mentor/Prot(g(:
Partner 'irm Name:
-ate:
This program at this point contributed to my firms success by:
I would change:
On a scale from 1 to 5, rate your group on the following items.
1 7 -trongl# Disagree % 7 Disagree . 7 "gree / 7 -trongl# "gree 8 7 Couldn*t agree moreD
"ll members contributed e3uall# to the pro'ect. ! < 4 1
+ur team worked well together. ! < 4 1
Disagreements were settled 3uickl# and politel#. ! < 4 1
+ur team met deadlines, ob'ecti&es, and did not procrastinate. ! < 4 1
8 felt encouraged b# all members who worked on the pro'ect. ! < 4 1
8 would like to work with this firm again. ! < 4 1
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