Memorandum of Understanding
This Memorandum of Understanding (the “MOU”) is entered into ____________________ (the “Effective Date”), by and between ________________________, with an address of _____________________________ (the “[Name]”) and _________________, with an address of _______________________________, (the “[Name]”), collectively “the Parties.”
WHEREAS, the Parties desire to enter into an agreement to __________________________________________________________________________; and
WHEREAS, the Parties desire to memorialize certain terms and conditions of their anticipated endeavor;
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Purpose and Scope. The Parties intend for this MOU to provide the foundation and structure for any and all possibly anticipated binding agreement related to _____________
_______________________________________________________________________.
This MOU should not establish or create any type of formal agreement or obligation. Instead, it is an agreement between the Parties to work together in such a manner to encourage an atmosphere of collaboration and alliance in the support of an effective and efficient partnership to establish and maintain objectives and commitments with regards to all matters related to ______________________________________________________.
2. Objectives. The Parties agrees as follows:
a. The Parties shall work together in a cooperative and coordinated effort so as to bring about the achievement and fulfillment of the purpose of the MOU.
b. It is not the intent of this MOU to restrict the Parties to this Agreement from their involvement or participation with any other public or private individuals, agencies or organizations.
c. The Parties shall mutually contribute and take part in any and all phases of the planning and development of __________________________________________to the fullest extent possible.
d. This MOU is not intended to create any rights, benefits and/or trust responsibilities by or between the Parties.
e. The MOU shall in no way obligate either Party to supply funds to maintain and/or sustain ___________________________________________________________.
3. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until ____________________________________________________________.
4. Termination. This Agreement may be terminated at any time by either Party upon ____ days written notice to the other party.
5. Representations and Warranties. Both 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.
6. Indemnity. 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. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE 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 A PARTY’S NEGLIGENCE OR BREACH.
8. Severability. 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.
9. Waiver. 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.
10. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
11. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
12. Governing Law and Jurisdiction. 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 _________ law.
13. Entire Agreement. 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.
The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
“[NAME]”
Signed: _____________________________________
By: ________________________________________
Date: _______________________________________
“[NAME]”
Signed: _____________________________________
By: ________________________________________
Date: ______________________________________
