Memorandum of Understanding

Free Memorandum of Understanding Template

Use this free template as a starting point for a Memorandum of Understanding (MoU) between two or more organisations. An MoU records the intent to collaborate and the principal terms of that intent, but is typically not legally binding (except for specific provisions noted below). Copy and customise it to suit your situation.

MEMORANDUM OF UNDERSTANDING

Date: [Date]

Parties:

(1) Party A: [Full legal name], of [Address] ("Party A")

(2) Party B: [Full legal name], of [Address] ("Party B")

[Add further Parties as needed]

Together, the "Parties".

Background

A. The Parties wish to explore and document a proposed collaboration in connection with [brief description of the area of collaboration, project, or relationship] (the "Purpose").

B. The Parties intend to set out in this Memorandum their understanding of the principal terms on which they may proceed, while recognising that a separate binding agreement will be required to put any collaboration into effect.

1. Purpose of the MoU

The Parties intend to collaborate in respect of:

• [Specific objective or area 1]
• [Specific objective or area 2]
• [Specific objective or area 3]

The expected benefits of the collaboration include [briefly outline shared goals or value created].

2. Scope of Cooperation

The collaboration is expected to include:

• [Activity 1, e.g. joint research, co-marketing, resource sharing, joint application for grant funding]
• [Activity 2]
• [Activity 3]

Each Party shall designate a primary contact responsible for coordinating its participation in the collaboration:

• Party A primary contact: [Name, title, email]
• Party B primary contact: [Name, title, email]

3. Contributions of Each Party

Party A shall:

• [Specific contribution: time, expertise, funding, access to data or resources]
• [Contribution 2]

Party B shall:

• [Specific contribution]
• [Contribution 2]

No financial commitment is created by this MoU unless and until a binding agreement is signed.

4. Timeline

• MoU effective date: [Date]
• Anticipated review point: [Date or milestone]
• Anticipated target for binding agreement (if any): [Date]
• MoU term: until [End date], or until superseded by a binding agreement, or until terminated under clause 9

5. Non-Binding Nature

Except for clauses 6 (Confidentiality), 7 (Exclusivity), 8 (Costs), 10 (Governing Law), and any other clauses expressly stated to be binding, this MoU is a statement of intent and is not legally binding. It does not create enforceable obligations to enter into any further agreement, transaction, or transfer of assets. Each Party is free to discontinue discussions at any time without liability.

6. Confidentiality (binding)

Each Party shall keep confidential all non-public information disclosed by the other in connection with this MoU and the Purpose, and shall use such information only for the Purpose. This obligation continues for [3] years from the date of this MoU, regardless of whether a binding agreement is concluded. Standard exceptions apply (information already public, independently developed, required by law, etc.).

7. Exclusivity (optional and binding if included)

For [3] months from the date of this MoU, neither Party shall enter into discussions or negotiations with any third party in respect of a collaboration substantially similar to the Purpose. Either Party may waive this exclusivity in writing.

8. Costs (binding)

Each Party shall bear its own costs (professional fees, internal time, travel) incurred in connection with this MoU and any related negotiations, regardless of whether a binding agreement is concluded.

9. Termination

Either Party may terminate this MoU at any time by giving [30] days' written notice to the other Party (or such shorter period as the Parties agree in writing). On termination, the obligations of confidentiality and exclusivity (where included) survive in accordance with their terms.

10. Governing Law (binding)

The binding provisions of this MoU are governed by the laws of [Jurisdiction], and any disputes arising in relation to those provisions shall be resolved by the courts of [Jurisdiction]. Discussions and non-binding intent set out in the other clauses are addressed in good faith without prejudice to any future binding agreement.

Signatures:

For and on behalf of Party A:

_ Date: _ [Name], [Position]

For and on behalf of Party B:

_ Date: _ [Name], [Position]

This is a basic template provided for informational purposes. For a professionally generated and legally tailored document, use Bind's contract automation platform.