Our Memorandum of Understanding (MOU) template can be used by parties who wish to enter into a preliminary short form agreement in anticipation of negotiating a long form agreement

How this document can help you

While often in a Memorandum of Understanding (MOU) the only provisions that are binding are those that obligate the parties to maintain the confidentiality of the other party's confidential information that is disclosed in the course of negotiations, a MOU can be helpful to the parties by setting out the framework for the negotiation of the long form agreement by making it clear to the parties when the negotiations will start and finish, whether the parties are negotiating on an exclusive basis or not, and the fact that the negotiations are confidential.

What it includes

• Clauses which require each party to maintain confidentiality of the other party's confidential information that it receives directly or indirectly from the disclosing party;
• Provisions that make it clear that the disclosing party does not assign IP rights in its confidential information to the other party;
• Clauses which confirm which parts of the MOU are binding;
• Provisions which specify the End Date for the negotiations of the long form agreement;
• Provisions which clarify whether the parties are negotiating exclusively or not.