MOU Template

Eda CakaUpdated 17 Oct 2025

This Memorandum of Understanding (MOU) outlines the terms for a customer to trial and evaluate products and services provided by a startup. It details the trial period, intellectual property ownership, confidentiality obligations, and the conditions under which the parties may enter into a more definitive agreement following a successful trial. This document serves as a preliminary agreement to govern the trial phase.

MEMORANDUM OF UNDERSTANDING

dated [date],

BETWEEN:

[customer name] with registered company number [insert number] and offices at [office address], and

[startup name], with registered company number [insert number] and offices at [office address]

Each of [customer name] and [startup name] referred to individually as “Party” and collectively as “Parties.”

WHEREAS:

[startup name] is the provider of [insert products and services]. 

[customer name] engages in [insert description].

[customer name] wishes to trial and evaluate the Products and Services, as further described in this MOU on a Trial basis for a Trial Period.

If the Trial is successful, both Parties are desirous of entering into a further agreement pursuant to which:

(i) [customer name] would [license certain software/license data] from [startup name], and

(ii) [startup name] would provide the Products and Services to [customer name].

This MOU sets out the Parties understanding in relation to the Trial.

NOW IT IS HEREBY AGREED AS FOLLOWS:

Definitions

“Affiliate” means, with respect to a Party, any entity that directly or indirectly (now or hereafter) Controls, is Controlled by, or is under common Control with that party (but only while the entity meets those requirements).

“Background Intellectual Property Rights” means any Intellectual Property Rights in materials which are provided by a Party in connection with the Trial, that existed before the Trial began and that may be created during the Trial by a Party.

“Confidential Information” means any information or matter of confidential nature of the other Party and the other Party’s Affiliates which may be provided to it and its Affiliate comes to its knowledge in relation to this MOU, including wihtout limitation, the contents and existence of this MOU and any future agreements contemplated herein as well as the fact that the discussions and negotiations are taking place in relation to such Trials and transactions.

“Control” means the power of a person, company, association, or other separate legal entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such entity) that the affairs of another are conducted in accordance with its wishes (and “Controlled” will be construed accordingly).

“Documentation” means any user guides, technical specifications, marketing materials, and other documentation and materials that Startup provides to Customer, as revised from time to time.

“Effective Date” means the date of the last signatory of this MOU.

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England & Wales note

This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.

Jurisdiction
England & Wales
Document info
HTML document. Document created on Tue Jul 15th, 2025. Last updated on Fri Oct 17th, 2025.
This document is public
Licensed under CC BY 4.0 (Attribution).
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