Memorandum of Understanding

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									Memorandum of
Understanding
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.
                ____________________ [Instructions: Insert Party 1’s name]
               ____________________ [Instructions: Insert Party 1’s address]
               ____________________ [Instructions: Insert Party 1’s address]

____________________ [Instructions: Insert the date]

____________________ [Instructions: Insert Party 2’s name]
____________________ [Instructions: Insert Party 2’s address]
____________________ [Instructions: Insert Party 2’s address]

       RE:     Memorandum of Understanding

Dear ____________________, [Instructions: Insert Party 2’s name]

This memorandum of understanding (the “Memorandum”) shall confirm the material terms of an
agreement between ________________ [Instructions: Insert Party 1’s name] (“we” or “us”)
and __________________ [Instructions: Insert Party 2’s name] (“you”) with respect to
_____________________________. [Instructions: Insert the general subject of the
agreement] The parties acknowledge that it is their mutual intent to enter into a more formal
long-form agreement (the “Final Agreement”) at a later date.

1.     MUTUALLY AGREED MATERIAL TERMS

The mutually agreed material terms, rights, duties, obligations, roles of the parties and are
attached hereto as Exhibit “A”, incorporated herein.

2.     CONFIDENTIALITY

        a.     “Confidential Information” of a party in this Memorandum (and the Final
Agreement), shall mean any and all technical and non-technical information, including patent,
copyright, trade secret and proprietary information, techniques, sketches, drawings, models,
inventions, know-how, processes, apparatus, equipment, algorithms, software programs, source
code, object code, formulas and documentation related to the current, future and proposed
products and services of such party, and includes without limitation such party’s information
concerning its respective research, experimental work, development, design details and
specifications, engineering, financial information, procurement requirements, purchasing,
manufacturing, customer lists, advertiser lists, business forecasts, sales, merchandising,
marketing plans and other business information and any other proprietary and trade secret
information of either party and/or any affiliate, whether in oral, graphic, written, electronic or
machine-readable form. “Confidential Information” also includes proprietary or confidential
information of any third party that may disclose such information to a party in the course of such
party’s business.

        b.     Each party agrees to hold all Confidential Information of the other party in strict
confidence and shall not, without the express prior written permission of a member of the
disclosing party authorized by the disclosing party to make such decisions, (i) disclose such



© Copyright 2015 Docstoc Inc.                                                            2
Confidential Information to third parties; or (ii) use such Confidential Information for any
purposes whatsoever, other than the exercise of its rights or performance of its obligations
hereunder. Each party shall disclose the other party’s Confidential Information only to those of
its employees and agents who have a need to know such Confidential Information in order to
exercise such receiving party’s rights or perform such receiving party’s obligations pursuant to
this Memorandum. Each party shall use reasonable efforts to assist the other party in identifying
and preventing any unauthorized use or disclosure of any Confidential Information. Without
limiting the foregoing, each party shall immediately advise the other party in the event that it
learns or has reason to believe that any person who has had access to the Confidential
Information of such party has violated or intends to violate the terms of this Memorandum, and
shall cooperate in seeking injunctive relief against any such person.

       c.      Nothing contained herein shall be construed as obligating either party to disclose
its Confidential Information to the other party, or as granting to or conferring on either party,
whether expressly or by implication, any ownership interest in or any right or license to any
Confidential Information of the other party.

       d.      This provision shall survive termination of this Memorandum or any resulting
Final Agreement for any reason for a period of ___________ (___) [Instructions: Insert the
number of years after this agreement that the parties must keep such information
confidential] years.

3.     OTHER TERMS

       a.      This Memorandum constitutes the entire understanding between the parties hereto
with respect to the specific subject matter hereof and supersedes all prior understandings of any
kind with respect to the specific subject matter hereof. This Memorandum shall be governed in
accordance with the laws of the State of ________________, [Instructions: Insert the state’s
laws that will govern this memorandum] applicable to memorandums of understanding to be
wholly performed therein.

       b.      The parties hereby agree to negotiate in good faith all terms of the Final
Agreement that are not specifically set forth herein. Unless and until a Final Agreement is
signed by all parties, this Memorandum shall be the binding agreement among us and you.

If the foregoing terms and conditions accurately set forth your understanding of the material
terms of agreement between the parties, and the basis upon which the parties shall proceed
forward with the negotiation of the Final Agreement, please so indicate by signing the enclosed
copy of this Memorandum and returning it to the attention of the undersigned.

                                                    Very truly yours,




                                                    _________________________________



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                                                 ___________ [Instructions: Insert name]
                                                 ___________ [Instructions: Insert title]


AGREED AND ACCEPTED:




_________________________________
_________________ [Instructions: Insert name]
_________________ [Instructions: Insert title]




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                                     EXHIBIT “A”

                     MUTUALLY AGREED MATERIAL TERMS

1.    ____________’S [Instructions: Insert Party 1’s name] OBLIGATIONS

The following are the proposed rights, duties, obligations, roles and responsibilities of
_________________: [Instructions: Insert Party 1’s name]

      a.     _____________________________________ [Instructions: Insert obligation]

      b.     _____________________________________ [Instructions: Insert obligation]

      c.     _____________________________________ [Instructions: Insert obligation]

2.    ____________’S [Instructions: Insert Party 1’s name] OBLIGATIONS

The following are the proposed rights, duties, obligations, roles and responsibilities of
_________________: [Instructions: Insert Party 2’s name]

      a.     _____________________________________ [Instructions: Insert obligation]

      b.     _____________________________________ [Instructions: Insert obligation]

      c.     _____________________________________ [Instructions: Insert obligation]




© Copyright 2015 Docstoc Inc.                                                    5

								
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