When should I use a memorandum of understanding?

Use it to write down a collaboration before a definitive agreement. You choose whether nothing binds, only confidentiality binds, or a short list binds.

Can a non-binding section still create a duty?

No. Sections marked non-binding are not obligations. Confidentiality and governing law bind only when you select them. The collaboration itself still needs a definitive agreement.

Can I download this memorandum of understanding template?

Yes. Use Download .docx to get a Word file with placeholders such as [Party A] and [Effective Date]. You can edit it in Word or Google Docs, or create a filled-in version in the free contract creator (https://www.formabledocs.com/contract-creator/memorandum-of-understanding).

Is the sample legally binding as shown?

No. Placeholder sample text is a starting point. It becomes an agreement for your deal after you fill in the details—manually or in the free contract creator—and the parties sign.

When should I use the free contract creator instead of editing the file?

Use the free contract creator if you want guided choices for the objective, what each side contributes, and which parts bind, without hunting through every blank yourself.

Memorandum of Understanding

A collaboration outline that identifies which sections bind.

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What this contract contains

Preamble and parties. Names the agreement and each party.

The collaboration. Describes the objective, what each side contributes, and the plan for a definitive agreement.

Confidentiality. Each side keeps the other's non-public information confidential for two years. With the default setting, this section binds.

Duration. States how long the parties expect the talks to last. That timing is not a promise to keep negotiating.

Ending the talks. Either party may end the non-binding part by written notice. A section the memorandum says is binding continues.

Effect. Says which sections create a duty. Non-binding sections do not require anyone to pay, perform, or sign a definitive agreement.

Governing law. Sets the state law that governs the memorandum of understanding and where disputes must be brought. Choose the jurisdiction in the creator.

General. Covers assignment limits, waiver rules, severability, entire agreement language, notices, and counterpart or electronic-signature execution language.

Signature blocks. Authorized signatory and title lines for each party, ready for wet-ink or e-signature fields.

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (the "Memorandum") is entered into as of [Effective Date] (the "Effective Date"), by and between:

[Party A], a corporation ("Lead"), and

[Party B], a corporation ("Collaborator").

The parties record talks about a possible collaboration. A definitive agreement is still required before either party must carry out that collaboration.

1. Objective. The parties hope to explore [objective]. This section is not binding. It does not require either party to proceed, to contribute, or to keep negotiating.

2. Contributions. The parties currently expect the following contributions: [expected contributions]. This section records that expectation only. It is not a promise to pay, to deliver property, or to perform work.

3. Definitive agreement. The collaboration itself requires a definitive agreement signed by both parties. This Memorandum does not require either party to sign that agreement, to agree to any particular term, or to continue the talks.

4. Confidentiality. Each party will keep the other's non-public information confidential, use it only for these talks, and protect it with reasonable care for two years. This duty does not cover information that is public, already known, independently developed, or required by law to be disclosed. This section is binding.

5. Duration. The parties expect these talks to last [expected duration]. That timing is not a promise to keep negotiating, and it does not by itself end a section that this Memorandum says is binding.

6. Ending the talks. Either party may end the non-binding part of this Memorandum by written notice, for any reason. Ending it does not by itself create liability. A section this Memorandum says is binding continues for the time that section states.

7. Effect. Only Confidentiality and Governing Law create duties between the parties. This Effect section is binding only to state that limit. Sections that this Memorandum does not make binding create no duty to pay, to perform the collaboration, or to sign a definitive agreement. Either party may end those sections by written notice. The General section explains how this Memorandum is read and amended. It does not make a non-binding section binding.

8. Governing Law. This Memorandum is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.

9. General. This Memorandum is the entire agreement on its subject. It may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Lead: [Party A]

By: ________________________________

Name: [Signatory]

Title: [Title]

Collaborator: [Party B]