Memorandum of Understanding (MOU) Template

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Memorandum of Understanding


  1. Parties. This Memorandum of Understanding ("MOU") is between Company A, with a mailing address of 123 Main Street, and Company B, with a mailing address of 456 Elm Street.


  1. Purpose. The purpose of this MOU is to establish a general understanding between the Parties regarding their intention to enter into a business relationship for the purpose of [DESCRIBE PURPOSE OF RELATIONSHIP].


  1. Term. The term of this MOU will begin on the date of the last signature below and will continue for a period of one year.


  1. Confidentiality. The Parties acknowledge that they may have access to Confidential Information of the other Party in connection with this MOU. "Confidential Information" means any information or material that is proprietary to a Party, whether or not marked or designated as such, and includes, without limitation, business and marketing plans, technology and technical information, product plans, and designs. Confidential Information also includes information received from third parties that a Party is obligated to keep confidential. The Parties agree to hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the disclosing Party. The Parties agree not to disclose any Confidential Information to any person or entity, unless such disclosure is (a) approved by the disclosing Party in writing in advance; (b) required by law or court order; or (c) necessary to establish the rights of a Party under this MOU. The Parties agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. These measures shall include, at a minimum, those measures that each Party employs to protect its own most highly confidential information. If a Party is required by law or court order to disclose any Confidential Information, it shall give the other Party prompt written notice of such requirement prior to making any disclosure so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this MOU.





  1. Relationships. Nothing contained in this MOU shall be deemed to constitute either Party a partner, joint venture or employee of the other Party for any purpose.


  1. No Obligation. Nothing in this MOU shall be construed as creating any obligation on either Party to enter into a definitive agreement or to consummate any transaction.


  1. Independent Contractors. Each Party shall perform its obligations under this MOU as an independent contractor, and nothing in this MOU shall give either Party the right, power or authority to act or create any obligation, expressed or implied, on behalf of the other Party.


  1. Entire Agreement. This MOU contains the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This MOU may not be amended except in writing signed by both Parties.


  1. Waiver. The failure to exercise any right provided in this MOU shall not be a waiver of prior or subsequent rights.


  1. Severability. If any provision of this MOU is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this MOU shall otherwise remain in full force and effect and enforceable.


  1. Notice of Immunity. Employee of either Party who is a full-time salaried employee of that Party and who is performing work on behalf of such Party pursuant to this MOU is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.




IN WITNESS WHEREOF, the Parties have caused this Memorandum of Understanding to be executed by their respective representatives as of the date first written above.



Signature: ________________________________

Typed or Printed Name: ______________________

Title: ____________________________________

Date: ___________________________________



Signature: ________________________________

Typed or Printed

Name: ______________________

Title: ____________________________________

Date: ___________________________________