Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Memorandum of Understanding by EasyLegalDocs
EasyLegalDocsUpdated 17 Oct 2025
This Memorandum of Understanding (MOU) template outlines a foundational agreement between two parties, referred to as Party A and Party B. It includes sections for defining the purpose of the agreement, responsibilities of each party, and standard legal clauses such as governing law, dispute resolution, amendments, assignment, and limitation of liability. This template serves as a framework for parties to document their mutual understanding and intentions.
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (hereinafter referred to as the "Agreement") is made and effective [EFFECTIVE DATE],
BY AND BETWEEN: | [PARTY A], with an address of [PARTY A ADDRESS], hereinafter referred to as “Party A”. |
AND: | [PARTY B], 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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HTML document. Document created on Wed Sep 10th, 2025. Last updated on Fri Oct 17th, 2025.
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