Memorandum of Understanding (MOU) Template

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (the "MOU") is made on between:

Party A: , located at ; and

Party B: , located at .

1. PURPOSE

The parties wish to record their mutual understanding and intentions regarding:

2. ROLES AND RESPONSIBILITIES

Party A will:

Party B will:

3. CONTRIBUTIONS

Each party will contribute the following resources toward the purpose:

Party A:

Party B:

4. TIMELINE AND NEXT STEPS

This MOU takes effect on and remains in effect until or until replaced by a formal agreement. The parties intend to take the following next steps: .

5. MUTUAL UNDERSTANDINGS

The parties agree to work together and cooperate in good faith to develop the purpose above and to negotiate any formal agreement. This MOU does not prevent either party from entering into agreements with third parties, including for similar projects. No funding or resources described in this MOU are committed until a separate formal agreement is signed, and neither party has any liability to the other under this MOU.

6. NON-BINDING

This MOU records the parties' intentions and is NOT legally binding and creates no enforceable obligations, except for the Confidentiality and Costs sections and the governing-law provision, which are binding. A separate written agreement is required to create binding commitments. Any such formal agreement, once signed, will supersede this MOU.

7. CONFIDENTIALITY

Each party will keep confidential any non-public information shared under this MOU and use it only for the purpose above.

8. COSTS

Unless agreed otherwise in writing, each party bears its own costs relating to this MOU and any related discussions.

9. DISPUTE RESOLUTION

The parties will first try, in good faith, to resolve any dispute arising out of this MOU through negotiation between representatives with authority to settle it. If the dispute is not resolved within days of written notice, neither party is obligated to proceed to a formal agreement.

10. ELECTRONIC SIGNATURES AND COUNTERPARTS

This MOU may be signed in counterparts, each of which is considered an original and which together form one document. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same effect as handwritten signatures on an original document.

11. GENERAL PROVISIONS

(a) Governing Law. This MOU is governed by the laws of .

(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.

(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.

(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.

(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.

(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.

(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.

IN WITNESS WHEREOF, the parties have signed this MOU.