MEMORANDUM OF UNDERSTANDING (MoU)
This Memorandum of Understanding (the “MOU”) is entered into
____________________ (the “Effective Date”), by and between
________________________, with an address of _____________________________
(“[Name]”) and _________________, with an address of
_______________________________, (“[Name]”), also individually referred to as
“Party”, and 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 endeavour;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties agree as follows:
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
_______________________________________________________.
Objectives. The Parties agrees as follows:
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.
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.
The Parties shall mutually contribute and take part in any and all phases of
the planning and development of
__________________________________________to the fullest extent possible.
This MOU is not intended to create any rights, benefits, and/or trust
responsibilities by or between the Parties.
The MOU shall in no way obligate either Party to supply funds to maintain
and/or sustain _______________________________________________.
Term. This Agreement shall commence upon the Effective Date, as stated
above, and will continue until ___________________.
Termination. This Agreement may be terminated at any time by either Party
upon ______ days written notice to the other Party.
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.
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.
Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE
LIABLE 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.
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.
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 future exercise of that right, power, or privilege or the
exercise of any other right, power, or privilege.
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.
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.
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.
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: _____________________________________
Name: _____________________________________
Date: _____________________________________
Name
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
