A Memorandum of Understanding (MOU) is a document that sets forth two or more
parties? intent to enter into an agreement. An MOU may also be referred to as a letter
of intent or a term sheet. In this short-form template MOU, the parties list the services
to be performed under the envisioned final agreement. This form contains both
standard clauses and opportunities for the use of optional terms and conditions making
it fully customizable to fit the needs of the parties. The MOU can be drafted to be not
legally binding as to the underlying agreement but the parties agree to use their best
efforts to finalize and execute a final agreement, or it can be drafted to be legally
binding.
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (the “Memorandum”) made this ______
day of _____________, 20___, by and between __ _________________, located at
_________________ (“Party 1”) and _____ ____________, located at ____________ (“Party
2”) regarding ______________________ (enter particulars of project or collaboration).
WHEREAS Party 1 and Party 2 have agreed to enter into an Agreement in which Party 1
and Party 2 (hereinafter collectively referred to as the “Parties”), have agreed in principal to
______________________________ [Instruction: Enter particulars of project or collaboration]
hereinafter referred to as the “Project”.
AND WHEREAS the Parties desire to enter into a Memorandum between them, setting
out the terms, conditions, activities and services to be performed on behalf of the Project.
1. The activities and services to be performed by the Parties in respect to the Project shall
include, but not limited to, ______________________________ [Instruction: Enter a full
description of the activities and/or services to be performed by each Party. If necessary this
description can be attached as a Schedule].
2. Party 1 agrees to provide the following activities and services in respect of the Project:
A.
B.
C.
3. Party 2 agrees to provide the following activities and services in respect of the Project:
A.
B.
C.
4. This Memorandum is not intended to be legally binding on or to impose legal obligations on
either Party and will have no legal effect. The Parties agree to use their best efforts to finalize
and execute a final agreement by ________________.
[Alternatively]
4. This Memorandum is intended to be legally binding and to impose legal obligations on both
Parties pending finalization and execution of a more formal agreement. The Parties have agreed
to be providing the activities and services defined herein, with the good faith understanding that
a final agreement will be completed by ______________.
5. [INSERT SUCH COVENANTS, WARRANTIES, INDEMNIFICATION, AND CONDITIONS
AS ARE NECESSARY FOR THIS PROJECT AND TO PROTECT THE PARTIES]
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6. This Memorandum shall be governed by and construed and enforced in accordance with the
laws of the State of ___________. The parties hereby irrevocably submit to the jurisdiction of
the courts of the State of located in County. In any suit or arbitration
regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and
costs.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first
above written,
DATED: This _________day of ____________, 20__.
(PARTY 1)
_____________________
Name: ____________________
Title: _____________________
(PARTY 2)
_____________________
Name: ____________________
Title: _____________________
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