Legal Draft MOU

MEMORANDUM OF UNDERSTANDING (MOU)

This Memorandum of Understanding (the "MOU") is entered into as of by and between , a with principal place of business at (hereinafter "Party A"); and , a with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A possesses certain expertise, resources, and capabilities described below that are relevant to the collaborative objectives set forth in this MOU;

WHEREAS, Party B has complementary resources and intends to cooperate with Party A to develop, evaluate, or otherwise pursue the collaborative activities described herein; and

WHEREAS, the parties desire to set forth the principal terms and understanding governing their collaboration, including allocation of responsibilities, confidentiality obligations, and the intended duration of cooperation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. PURPOSE

The purpose of this MOU is to establish a framework for cooperation between the parties to:

2. SCOPE OF ACTIVITIES

The activities contemplated by this MOU include, without limitation, the following tasks and deliverables:

3. ROLES AND RESPONSIBILITIES

Each party shall perform the responsibilities described below in a timely, professional manner and in compliance with all applicable laws and regulations.

4. TERM AND TERMINATION

This MOU shall commence on the Effective Date and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this MOU upon days' prior written notice to the other party. Termination shall not affect rights or liabilities that have accrued prior to termination.

5. CONFIDENTIALITY

For the purposes of this MOU, "Confidential Information" means non‑public information disclosed in writing, orally (if reduced to writing within thirty (30) days), or by demonstrable practice that is designated confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees:

(a) to hold Confidential Information in strict confidence and to use it solely to perform the obligations under this MOU; (b) not to disclose Confidential Information to any third party except to employees, agents, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) to take reasonable precautions to protect such Confidential Information.

Confidentiality obligations shall survive termination of this MOU for a period of years, except as limited by applicable law.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in a separate written agreement, each party shall retain all right, title and interest in its pre‑existing intellectual property. Intellectual property created jointly in the performance of this MOU shall be owned as follows:

7. EXPENSES

Unless otherwise agreed in writing, each party shall bear its own costs and expenses incurred in connection with this MOU. Any shared costs, reimbursements, or payments shall be set forth in a separate written schedule executed by both parties.

8. LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Each party's aggregate liability under this MOU shall be limited to direct damages not exceeding .

9. NOTICES

All notices required or permitted under this MOU shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

10. AMENDMENTS; WAIVER

This MOU may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and no single or partial exercise of any right shall preclude other or further exercise of that right.

11. GOVERNING LAW

This MOU shall be governed by and construed in accordance with the laws of the state or jurisdiction indicated below, without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

Except for those provisions that the parties expressly intend to be legally binding, this MOU constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, representations, or agreements, whether written or oral.

13. SEVERABILITY

If any provision of this MOU is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effect the original intent of the parties to the extent permitted by law.

14. COUNTERPARTS

This MOU may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

15. BINDING EFFECT

The parties acknowledge and agree that, except for the provisions expressly identified as intended to be legally binding (including Confidentiality, Notices, Governing Law, and Entire Agreement), the provisions of this MOU are intended solely to memorialize the parties' current intentions and are not intended to create binding obligations. Notwithstanding the foregoing, nothing in this clause shall limit liability for breach of any provision that by its nature is legally binding.

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