Memorandum of Understanding by EasyLegalDocs
This is a Memorandum of Understanding (MOU) template designed for two parties to formalize their mutual understanding and intentions regarding a specific purpose. It provides a framework for outlining responsibilities, specifying governing law, and establishing procedures for dispute resolution. The template also includes standard contractual clauses for amendments, assignment, and severability.
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (hereinafter referred to as the "Agreement") is made and effective [effective date],
BY AND BETWEEN: | [party a name], with an address of [party a address], hereinafter referred to as “Party A”. |
AND: | [party b name], with an address of [party b address], hereinafter referred to as “Party B”, collectively referred to as the “Parties”. |
PURPOSE
This Agreement is entered into for the following reasons:
___________________________
RESPONSIBILITIES OF THE PARTIES
____________________________
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of [legal jurisdiction].
ALTERNATIVE DISPUTE RESOLUTION
Any dispute or difference arising out of or in connection with this Agreement shall be submitted to Arbitration/Mediation/Negotiation (choose one) in accordance with and subject to the laws of [legal jurisdiction].
AMENDMENTS
The Parties agree that any amendments made to this Agreement must be in writing and signed by both Parties. Any amendments made by the Parties will be applied to this Agreement.
ASSIGNMENT
The Parties agree not to assign any responsibilities in this Agreement to a third party without the written consent of both Parties.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, superseding all prior agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms herein.
REPRESENTATIONS AND WARRANTIES
The Parties represent and warrant that they are fully authorized to enter into this Agreement. Both Parties' performances and obligations shall not violate the rights of any third party or breach any other agreements made between them and/or any other organization, person, business, or law/governmental regulation.
LIMITATION OF LIABILITY
Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action), unless such damages are directly caused by one Party's negligence or breach.
SEVERABILITY
If any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in force in accordance with the Parties' intention.
SIGNATURE AND DATE
The Parties hereby agree to the terms and conditions set forth in this Agreement, as demonstrated by their signatures below:
PARTY A | PARTY B |
_____________________________ | _____________________________ |
_____________________________ | _____________________________ |
_____________________________ | _____________________________ |
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About this template
What is this template?
This document is a framework for cooperation that identifies the specific purpose and responsibilities of two parties. It contains an alternative dispute resolution clause and a limitation of liability that excludes indirect damages, distinguishing it from a simple letter of intent. It is not a detailed service level agreement or a final sale of goods contract.
When should you use it?
Use this document when two parties want to record their intention to collaborate on a project without the complexity of a full service agreement. If the parties are only sharing sensitive information without broader cooperation, use a Mutual NDA instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| PURPOSE | PURPOSE | Identifies the specific project or reason for the cooperation as described in the provided blank field. |
| GOVERNING LAW | GOVERNING LAW | Requires the parties to specify a legal jurisdiction that will govern the construction and interpretation of the agreement. |
| ALTERNATIVE DISPUTE RESOLUTION | ALTERNATIVE DISPUTE RESOLUTION | Provides a choice between Arbitration, Mediation, or Negotiation for resolving disputes under the laws of the chosen jurisdiction. |
| ASSIGNMENT | ASSIGNMENT | Prohibits either party from transferring responsibilities to a third party without obtaining prior written consent from the other party. |
| LIMITATION OF LIABILITY | LIMITATION OF LIABILITY | Excludes claims for indirect or punitive damages unless they are directly caused by one party's negligence or breach. |
Who it's for
- two commercial entities establishing a non-binding framework for mutual project responsibilities
- parties requiring a choice between arbitration and mediation for potential disputes
- organizations needing to define cooperation boundaries before entering a formal commercial contract
How long it runs and how it's signed
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
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Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
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