Memorandum of Agreement

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									Memorandum of Agreement
This Memorandum of Agreement is a written document describing a cooperative
relationship between two parties intending to work on a project. This document sets
forth the terms and conditions of the collaboration before a more formal agreement is
reached. It contains standard provisions such as the obligations of the parties, the
payment arrangement and the duration. This document also features opportunities for
customization to address the specific needs of the parties. It should be used by an
individual or entity wishing to form an agreement to collaborate with another party
before all of the details are finalized.
                          MEMORANDUM OF AGREEMENT

      THIS MEMORANDUM OF AGREEMENT (the “Memorandum”) is made on
__[Date]__, by and between _[Party 1 Name]_, located at _[Address]_, __________,
__________ __________ (“Party 1”) and _[Party 2 Name]_, located at _[Address]_,
__________, __________ __________ (“Party 2”).

       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
_[Description of the Project]_ (hereinafter referred to as the “Project”).

        AND WHEREAS the Parties desire to enter into a Memorandum between them, setting
out the terms, conditions and obligations to be performed on behalf of the Project.

1. Purpose. The purpose of this Memorandum is _[Enter purpose]_.

2. Party 1 Obligations. Party 1 agrees to perform the following responsibilities or obligations in
   respect of the Project:

    A. _[List obligations]_
    B. __________
    C. __________

3. Party 2 Obligations. Party 2 agrees to perform the following responsibilities or obligations in
   respect of the Project:

    A. _[List obligations]_
    B. __________
    C. __________

4. Binding Effect. 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 perform the obligations and responsibilities defined herein, with
   the good faith understanding that a final agreement will be completed by ___[Date]__.

5. Duration.

    A. This Memorandum will remain in effect for a period of _[Time period]_ beginning on
       __[Date]__. The Parties reserve the right to renegotiate this Memorandum upon the
       mutual consent of the other party. At the conclusion of the _[Time period]_ period, this
       Memorandum may be extended by written consent of both Parties.
    B. Any amendments to this Memorandum are strictly prohibited, unless such amendments
       are agreed to by the Parties in writing.
    D. This Memorandum may be terminated by either party hereto, upon _[Number of days]_
       days written notice by either party.


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6. Consideration. For and in consideration of the services under this Memorandum, the Parties
   agree to the following payment: _[Describe payment details]_

7. Confidentiality. During the course of this Memorandum the Parties may become aware of
   confidential information relating to each other’s products, software, research and
   development, inventions, processes, techniques, designs or other technical and business
   information, as well as proprietary information developed by both parties. Each party agrees
   to treat all such information as confidential and to take all reasonable precautions against
   disclosure of such information to unauthorized third parties during and after the term of this
   Memorandum.

8. Arbitration. Any controversy or claim arising out of or in relation to this Memorandum or
   the validity, construction or performance of this Memorandum, or the breach thereof, shall be
   resolved by arbitration in accordance with the rules of the American Arbitration Association
   (AAA) under its jurisdiction in the State of __________ before a single arbitrator. The
   parties shall have the right to engage in pre-hearing discovery in connection with such
   arbitration proceedings. The parties agree hereto that they will abide by and perform any
   award rendered in any arbitration conducted pursuant hereto, that any court having
   jurisdiction thereof may issue a judgment based upon such award. The arbitration award
   shall be final, binding, and non-appealable. The Parties agree to accept service of process in
   accordance with the AAA Rules.

9. Entire Agreement. This Memorandum contains the entire agreement and understanding
   between the Parties and supersedes any prior or contemporaneous written or oral agreements,
   representations and warranties between the Parties respecting the subject matter of this
   Memorandum. If any term, provision, covenant or condition of this Memorandum, or the
   application to any person, place or circumstance, shall be held to be invalid, unenforceable or
   void, the remainder of this Memorandum and such term, provision, covenant or condition as
   applied to other persons, places and circumstances shall remain in full force and effect.

10. Non-waiver. No failure or neglect of either party hereto in any instance to exercise any right,
    power or privilege under this Memorandum or under applicable law shall constitute a waiver
    of any other right, power or privilege in any other instance. All waivers by either party must
    be in wiring and signed by the party to be charged.

11. Governing Law and Venue. 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.




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IN WITNESS WHEREOF, the parties have executed this Memorandum as of __[Date]__,



_[Party 1 Name]_

__________________________
Name: __________
Title: __________


_[Party 2 Name]_

__________________________
Name: __________
Title: __________




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