Memorandum of Understanding

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									MOU Template
A Memorandum of Understanding (MOU) is document that sets forth two or more
parties’ intent to enter into an agreement. An MOU is also known as a letter of intent or
term sheet. In this template MOU, the parties list the anticipated responsibilities,
resources, and funding envisioned under the final agreement. As drafted, this MOU is
not intended to be legally binding but the agreement contemplates a separate
confidentially agreement between the parties. 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.
                           MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (the “Memorandum”) made this ______
day of _____________, 2______, [Instruction: insert date] by and between
___________________ [Instruction: insert name of individual or entity that will be
identified as “Party 1”] (“Party 1”) and _____________________ [Instruction: insert name of
individual or entity that will be identified as “Party 2”] (“Party 2”).

               WHEREAS Party 1 and Party 2 wish to discuss entering into a written final
definitive agreement, some of the proposed, but not yet conclusively agreed upon essential or
material terms of which are set forth below;

                AND WHEREAS Party 1 and Party 2 desire to enter into this Memorandum ,
setting out some, but not all of the essential or material general and basic terms, conditions,
services, rights, duties, and obligations that may be provided for in a written final definitive
agreement for such Project as may be generally described in this Memorandum.

1.0      PURPOSE

         1.01     The purpose of this Memorandum is to provide for the beginning or discussions
                  or framework for the anticipated written final definitive agreement that may
                  govern the proposed ______________________ [Instruction: identify the
                  purpose of this Letter of Intent; e.g., “Formation of a Joint Collaboration to
                  Raise Funding to Aid Hurricane Relief Efforts”] (the “Project”) between Party
                  1 and Party 2. It is not intended to set forth all of the essential or material terms
                  of an agreement as is, therefore, not legally binding.

2.0      COOPERATION

         2.01     The activities and services for the proposed Project are anticipated to include the
                  following responsibilities or obligations to be performed by:

      Party 1:        ______________________                      [Instruction:   identify   the   anticipated
responsibilities and obligations of Party 1]

      Party 2:        ______________________                      [Instruction:   identify   the   anticipated
responsibilities and obligations of Party 2]

3.0      RESOURCES

         3.01     It is anticipated that Party 1 may provide the following resources in respect of the
                  proposed Project:

                  (i)       ______________________
                  (ii)      ________________________
                  (iii)     ________________________


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                            [Instruction: identify the anticipated resources to be provided by
                            Party 1]

         3.02     It is anticipated that Party 2 may provide the following resources in respect of the
                  proposed Project:

                  (i)       ______________________
                  (ii)      ________________________
                  (iii)     ________________________
                            [Instruction: identify the anticipated resources to be provided by
                            Party 2]

4.0      FUNDING

         4.01     It is anticipated that Party 1 may advance or provide the sum of ______________
                  Dollars ($_________) [Instruction: insert the anticipated advance or sums to
                  be provided by Party 1] (the “Funds”) towards or for the Project.

         4.02     It is anticipated that Party 2 may advance or provide the sum of ______________
                  Dollars ($_________) [Instruction: insert the anticipated advance or sums to
                  be provided by Party 2] towards or for the Project.

         4.03     It is anticipated that Party 1 and Party 2 may agree that each of them shall not be
                  liable for more than the amount of Funds each contributes, advances, or provides
                  to the Project.

         4.04     It is anticipated that Party 1 and Party 2 may agree that the Funds shall be
                  advanced or provided by each of them according to the schedule set forth in and
                  upon the execution of the definitive agreement, which schedule is proposed to be:

         4.05     It is anticipated that such Funds may be managed by ____________________.
                  [Instruction: identify who will manage the Funds]

5.0      LIMITATIONS

         5.01     Except for Section 8.0, this Memorandum is intended to NOT be legally binding
                  and is intended to NOT impose legal or equitable rights or obligations on Party 1
                  or Party 2, and will have no legal or equitable effect.

         5.02     Neither Party 1 nor Party 2 shall be responsible for the actions of any third parties
                  or associates who may be involved in any activities outlined in this Memorandum.

6.0      CONFIDENTIALITY

The parties may enter into a binding confidentiality or mutual non-disclosure agreement.




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- or –

The parties have entered into a binding confidentiality or mutual non-disclosure agreement [a
copy of which is attached hereto as Exhibit “A”].

7.0      DURATION

               As this is a non-legally binding Memorandum and only the written final definitive
agreement will be binding the parties are free, of course, to discontinue discussions and
negotiations regarding the proposed Project at any time they please, as well as re-continue
discussions and negotiations, and may enter into the same or similar proposed Project with any
other Party, with fewer than all of the parties, or with any third-party. The parties may exercise
common courtesy and inform each other if and when they wish to discontinue discussions.

8.0      AMENDMENTS AND BINDING EFFECT

                Any amendments to this Memorandum are strictly prohibited, unless such
amendments are agreed to by each of Party 1 and Party 2 in writing, by pen on paper. There
shall be no oral agreements. Electronic writings , including E-mail messages, text messages,
tweets, instant messages, etc., their contents, and any attachments, and any prior or subsequent
communications including oral discussions or negotiations concerning some or all of the
proposed Project, or anything at all, are not intended to represent and do not reflect an offer or
acceptance to enter into (or amend, modify, revise, terminate, abrogate, extend, waive a breach
or damages of, etc.) a binding contract, transaction or agreement, and are not intended to and do
not bind any party to this Memorandum. The parties may determine that they wish to attempt to
negotiate a written agreement that is binding, however, the parties intend and will continue to
intend that there shall be no contract formations, waivers, modifications, abrogations,
extensions, amendments, etc., without one or more formal written documents executed non
electronically but with holographic signatures by hand with ink pen on paper signed by a duly
authorized representative of each of the parties (aka “wet signatures” or “pen on paper
signatures”). Any communication to the contrary in the past, now or future, is not binding on any
party to this Memorandum. Absent the written express statement to the contrary as set out
below, it is the intention of the parties, and the parties agree not to conduct any contract
formation, modifying transaction, amend any agreement, abrogate any agreement, grant any
extension, or waive any right by electronic writing. Any alleged communication to the contrary
is not binding on any party. The written express statement mentioned above ("electronic express
statement") shall be the following, or that which expresses the same intent as the following: “I
expressly intend that this shall constitute an electronic signature to a writing thereby [forming,
modifying, amending, abrogating, granting an extension in relations to, or waiving a breach to] a
binding [contract or agreement].” For purposes of any agreement, a formal written document on
paper with wet signatures (pen on paper signatures) and otherwise consistent with the
requirements herein, which is transmitted by facsimile, the internet, or any cell/wireless/mobile
telephone system, or the like, as an image or PDF document is valid when signed by pen on
paper by all parties to be charged. The parties expressly state and intend that Emails / texts /
tweets / instant messages, etc., sent or received - even when there are multiples or combinations
of these - do not include all of the essential or material terms required in order for there to be a



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legally binding agreement or contract between the parties, and are ineffective for purposes of
contract formation, modification, amendment, waiver, etc., without the electronic express
statement mentioned above. No addition to or modification or consensual cancellation of this
agreement, notice or statement shall be binding unless made in one or more formal written
documents consistent with the pen on paper or "electronic express statement") requirements
herein. Any purported communication to the contrary is not binding.

                No waiver of any breach of any provision of this agreement, notice or statement
shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and wet signed by pen
on paper or electronic express statement as set out herein.

                 IN WITNESS WHEREOF, the parties have executed this Memorandum as of
the date first above written,

                  DATED this _________ day of ____________, 20___. [Instruction: insert the
date]

                                                        PARTY 1
                                                        Per:


                                                        Name: _____________________________
                                                        Title: ______________________________
                                                        I have authority to bind the Company.
                                                        [Instruction: insert the name and title of the
                                                        representative who will sign the document on
                                                        behalf of Party 1]

                                                        PARTY 2
                                                        Per:


                                                        Name: _____________________________
                                                        Title: ______________________________
                                                        I have authority to bind the Company.
                                                        [Instruction: insert the name and title of the
                                                        representative who will sign the document on
                                                        behalf of Party 1]




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                                                     Exhibit “A”




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