Memorandum of understanding (MOU) template
How two organisations intend to cooperate: purpose, areas, each side’s contribution, contacts and what does not bind. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For two companies, agencies or associations that want to set out a planned cooperation, such as joint events, referrals or shared know-how, as a framework, before any concrete project is agreed.
A memorandum can bind more than its name suggests; what counts is its wording and the law where it is used.
What it covers
13 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Purpose
A blank for the field or project the parties want to cooperate in. The memorandum is a framework; concrete projects, services or deliveries are agreed separately, each in its own agreement.
2. Areas of cooperation
A blank list of the areas the parties intend to cooperate in. Areas can be added or removed by agreement, and listing one obliges nobody to start a project in it.
3. Contribution of the First Party
A blank for what the First Party intends to bring, such as staff time, premises, equipment, data or contacts. How much it actually provides is decided and recorded per project.
4. Contribution of the Second Party
A blank for what the Second Party intends to bring, such as staff time, premises, equipment, data or contacts. How much it actually provides is decided and recorded per project.
5. Contacts and review meetings
Each side names a contact person, who can be replaced by telling the other. The contacts intend to meet at least every set number of months to review progress and keep short minutes.
6. Costs
Each side bears its own costs, including staff time, travel and advisers. Nothing is paid between the parties under the memorandum; payments or shared costs for a project are agreed in that project’s agreement.
7. Confidentiality
Each side keeps the other’s non-public information private, uses it only for the cooperation and shares it only with people who need it and are bound to confidence, for a set number of years after the memorandum ends.
8. Intellectual property
Each side keeps all rights in what it brings in. The memorandum grants no licence beyond what the cooperation itself needs, and ownership of joint results is settled in each project’s agreement.
9. Non-binding nature
The memorandum records intentions: nobody must cooperate, start a project or sign an agreement, and dropping a project costs nothing. Only the clauses it names are binding, listed in plain words.
10. No exclusivity
Each side stays free to cooperate with others, even in the listed areas, and to run its own activities. Nobody has to offer the other an opportunity first.
11. No authority to bind
Independent organisations, not partners or agents: neither may commit, sign or spend in the other’s name, or use the other’s name, logo or marks without its consent.
12. Duration and ending
The memorandum runs for a set number of months and can be extended by agreement. Either side can end it with a set notice period; existing project agreements, confidentiality and intellectual property continue.
13. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
There is no price schedule: this agreement involves no payment.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
Memorandum of Understanding
Parties: First Party · Second Party
1. Purpose
The parties want to cooperate in [[Describe the field or project, e.g. joint events, referrals of clients, sharing of facilities or know-how]]. This memorandum records their shared understanding of what the cooperation is for and how they will organise it. It is a framework: concrete projects, services or deliveries under it are agreed separately, each in its own written agreement.
2. Areas of cooperation
The parties intend to cooperate in the following areas:
[[List the areas, e.g. joint marketing, exchange of expertise, pilot projects, introductions to customers]]
The parties may add or remove areas by agreeing to do so in writing or in electronic form. An area listed here does not by itself oblige either party to start a project in it.
3. Contribution of the First Party
The First Party intends to contribute:
[[What the First Party brings, e.g. staff time, premises, equipment, data, contacts, expertise]]
The First Party remains free to decide, for each concrete project, how much of this it actually provides, and records that in the project agreement.
4. Contribution of the Second Party
The Second Party intends to contribute:
[[What the Second Party brings, e.g. staff time, premises, equipment, data, contacts, expertise]]
The Second Party remains free to decide, for each concrete project, how much of this it actually provides, and records that in the project agreement.
5. Contacts and review meetings
Each party names a contact person for the cooperation: for the First Party [[Name and role]], for the Second Party [[Name and role]]. A party may replace its contact by telling the other. The contacts intend to meet, in person or online, at least every [[3]] months to review progress, agree next steps and record them in short minutes that both receive.
6. Costs
Each party bears its own costs of the cooperation under this memorandum, including staff time, travel and advisers. No payment is owed between the parties under this memorandum. If a concrete project is to involve payments or shared costs, the parties agree on them in that project’s own agreement before the costs arise.
7. Confidentiality
Each party keeps confidential the non-public information it receives from the other party in the cooperation, uses it only for the cooperation and shares it only with employees and advisers who need it and are bound by similar duties of confidence. This does not apply to information that is public without a breach, already lawfully known, lawfully received from a third party, independently developed or that must be disclosed by law. These duties last for [[2]] years after this memorandum ends.
8. Intellectual property
Each party keeps all rights in the materials, know-how, trade marks and other intellectual property it brings into the cooperation. This memorandum grants no licence or other right in them, except what is needed to carry out the cooperation while this memorandum lasts. Who owns what the parties create together in a concrete project is settled in that project’s agreement.
9. Non-binding nature
This memorandum records the parties’ intentions and creates no legal obligation to cooperate, to start or complete any project, or to enter into any agreement. A party that does not pursue an area or a project owes the other nothing for it.
Only the following clauses are binding: Costs, Confidentiality, Intellectual property, this clause, No authority to bind, Duration and ending, and Governing law and disputes.
10. No exclusivity
The cooperation is not exclusive. Each party remains free to cooperate with other organisations, including in the areas listed in this memorandum, and to pursue its own activities as it sees fit. Neither party is obliged to offer the other an opportunity first.
11. No authority to bind
The parties are independent organisations. This memorandum does not create a partnership, joint venture, agency or employment relationship. Neither party may make commitments, sign contracts or incur costs in the name of or on behalf of the other party, and neither may use the other’s name, logo or trade marks, including in announcements about the cooperation, without that party’s prior consent in writing or in electronic form.
12. Duration and ending
This memorandum takes effect on the effective date and runs for [[12]] months. The parties may extend it by agreeing to do so in writing or in electronic form. Either party may end it at any time with [[30]] days’ notice in writing or in electronic form. Ending it does not affect project agreements already concluded, which continue on their own terms, and the clauses Confidentiality and Intellectual property continue to apply.
13. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
Choose the template
Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.
Start a draft
The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.
Send it for signature
You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.
Next steps
Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.
What it is, and what it is not
QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.
It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.
Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
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Collaboration agreement
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