A standard, neutral-form Memorandum of Understanding recording the intentions of two or more parties to work together, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - An MoU usually records intentions and is not legally binding on the main arrangement, mark it "subject to contract". Certain clauses (confidentiality, costs, governing law) are commonly made binding (clause 7). - Be deliberate about what binds and what does not, ambiguity is the main risk with an MoU. - Have a solicitor review before signing, especially if value or commitments are significant.
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THIS MEMORANDUM OF UNDERSTANDING is made on [DATE]
BETWEEN (1) [PARTY A NAME] of [ADDRESS]; and (2) [PARTY B NAME] of [ADDRESS] (the "Parties").
Status: Subject to contract (save for the binding provisions in clause 7).
1. Purpose
The Parties wish to [DESCRIBE THE PROPOSED COLLABORATION / PROJECT / RELATIONSHIP] (the "Purpose"), and record in this MoU their shared understanding and intentions.
2. Scope and roles
- [PARTY A] will [DESCRIBE its intended contribution/role].
- [PARTY B] will [DESCRIBE its intended contribution/role].
- The Parties will work together in good faith towards the Purpose and will negotiate a definitive agreement to govern any binding arrangement.
3. Timetable
The Parties aim to [agree and sign a definitive agreement / achieve the following milestones] by [DATE(S)].
4. Costs
Unless otherwise agreed in writing, each Party bears its own costs in connection with this MoU and the Purpose.
5. Confidentiality
Each Party will keep confidential any non-public information disclosed by the other in connection with the Purpose, and use it only for the Purpose.
6. No exclusivity / no partnership
[Unless stated, this MoU does not create exclusivity.] Nothing in this MoU creates a partnership, joint venture, agency or employment relationship between the Parties.
7. Binding and non-binding provisions
This MoU records the Parties' intentions and, except for clauses 4 (Costs), 5 (Confidentiality), this clause 7, and 8 (Governing law), is not legally binding. No binding obligation arises in relation to the Purpose unless and until the Parties sign a definitive written agreement.
8. Governing law and jurisdiction
This MoU is governed by the law of England and Wales, whose courts have jurisdiction.
Signatures
Signed for [PARTY A]: __________________ Date: [DATE] Signed for [PARTY B]: __________________ Date: [DATE]
--- This template is a starting point and not legal advice. The binding/non-binding split is critical, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.