The First Party and the Second Party is referred to individually as “Party” and collectively as the “Parties.”
This Memorandum of Understanding (the “Agreement”) is entered into and made valid upon signature by both Parties. (the “Effective Date”)
NOW THEREFORE IN CONSIDERATION OF, the premises and mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
The Parties agree as follows:
This Agreement shall commence upon the Effective Date, as stated above, and will continue until [Insert Termination date].
Both the Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, its respective successors and assigns that occurs in connection with this Agreement.
Under no circumstances shall either Party be liable to the other Party or any third-party for any damages resulting from any part of this Agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of the Party’s negligence or breach.
Unless otherwise expressly provided in writing, each Party is responsible for its own costs of complying with this Agreement and in connection with the performance of its obligations under this Agreement.
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
The Parties acknowledge and agree that this Agreement represents the entire Agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.
Nothing in this Agreement intend to grant any rights under patent, copyright or other intellectual property rights of any of the Party in favor of the other, not shall this Agreement be construed to grant any of the Party any rights in or to the other Party’s confidential information except the limited use of such confidential information in connection with the Project under this Agreement.
The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by [Insert name of state] law.
This Agreement may be terminated at any time by either Party upon [Insert number of days] day(s) written notice to the other Party.
A Memorandum of Understanding is a short written statement outlining the agreement between two or more Parties who agree to do or not to do certain things moving forward into the future.
Generally-speaking, a Memorandum of Understanding is not legally binding. A Memorandum of Understanding only outlines the intention of making a legal agreement, but it is not a legally enforceable document itself. While it is not enforceable, it is a powerful tool for helping you outline what the final, legal agreement will include. In most cases, unless money is exchanged a Memorandum of Understanding will not stand up in court if challenged.
Further, even in case of Memorandum of Understanding which are non-binding, Parties may choose to have the obligations on confidentiality as binding since they may be sharing sensitive and confidential information with the other Parties in order to enable them to carry out further investigations or due diligence before finalizing all the details of the Project. In case the Memorandum of Understanding is non-binding, the Parties may also choose to sign a separate confidentiality agreement which is binding.
This Memorandum of Understanding may be used early in the negotiations between the Parties. In some cases, Parties may also use this as the final agreement however in some cases; a more detailed specific contract may be more suitable.
Details of each Party and the Project that they are interested in pursuing are recorded. If the Parties have specific responsibilities in relation to the Project, then the details of those responsibilities can be included as well.
If the Memorandum is not legally binding, there is no law that directly applies to it.