Legal MOU Template

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (the "MOU") is entered into as of by and between , an entity of type Entity Type: Individual Corporation Partnership Other with principal place of business at (hereinafter "Party A"), and , an entity of type Entity Type: Individual Corporation Partnership Other with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A is engaged in ; and

WHEREAS, Party B is engaged in ; and

WHEREAS, the parties desire to set forth the general terms and conditions under which they will cooperate with respect to .

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PURPOSE

The purpose of this MOU is to establish the framework for cooperation between the parties regarding , and to identify the respective roles, responsibilities, and anticipated timelines.

2. SCOPE OF COOPERATION

The parties will cooperate to accomplish the activities described in Exhibit A attached hereto and incorporated by reference. Each party shall perform its obligations in a timely and professional manner and shall allocate personnel, resources, and facilities as reasonably necessary to achieve the objectives described herein.

3. RESPONSIBILITIES

Party A Responsibilities:

Party B Responsibilities:

4. CONFIDENTIALITY

Each party may disclose confidential or proprietary information in connection with this MOU. Confidential information shall mean information that is designated as confidential or that by its nature ought to be treated as confidential. The receiving party shall (a) use the confidential information solely for the purposes of performing under this MOU, (b) restrict disclosure to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) not disclose such information to any third party without the prior written consent of the disclosing party. Confidentiality obligations shall survive termination of this MOU for a period of .

5. NON-BINDING STATEMENT; EXCEPTIONS

Except as explicitly provided in Section 4 (Confidentiality), and Section 9 (Governing Law and Dispute Resolution), the parties acknowledge that this MOU is intended solely to set forth the parties' mutual intentions and does not create any legally binding obligation to consummate any transaction or to proceed with the subject matter described herein. Notwithstanding the foregoing, the parties may enter into a separate definitive agreement that will supersede this MOU to the extent of any inconsistency.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party shall retain all right, title and interest in and to its pre-existing intellectual property. Intellectual property developed jointly in the performance of this MOU shall be owned as follows: . Any licenses granted shall be set forth in a definitive written agreement.

7. TERM AND TERMINATION

The term of this MOU shall commence on and shall continue until unless earlier terminated in accordance with this Section. Either party may terminate this MOU upon days' prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to termination.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, damages, liabilities, costs and expenses arising out of the indemnifying party's breach of this MOU, willful misconduct, or negligent acts. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT FINALLY DETERMINED TO RESULT FROM WILLFUL MISCONDUCT.

9. NOTICES

All notices under this MOU shall be in writing and delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or by hand delivery and shall be effective upon receipt.

10. AMENDMENT; WAIVER

No amendment or waiver of any provision of this MOU shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

11. GOVERNING LAW; DISPUTE RESOLUTION

This MOU shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under or in connection with this MOU through negotiation between senior executives. If unresolved, the parties agree to submit the dispute to binding arbitration before a single arbitrator pursuant to the commercial arbitration rules applicable in the governing jurisdiction.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This MOU contains the entire understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements and understandings. If any provision of this MOU is held to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. 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.

13. ADDITIONAL PROVISIONS

Binding Provisions (if any): The parties agree that the following sections shall be binding notwithstanding the non-binding nature of other provisions: .

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