Memorandum of Understanding

MEMORANDUM OF UNDERSTANDING This MEMORANDUM OF UNDERSTANDING ("MoU") is made on [effective_date] BETWEEN [party_one], having its address at [party_one_address] ("First Party"); AND [party_two], having its address at [party_two_address] ("Second Party"). The First Party and the Second Party are individually referred to as a "Party" and collectively as the "Parties". 1. LEGAL STATUS OF THIS MoU 1.1 THE PARTIES EXPRESSLY RECORD THAT THIS MoU IS: [binding_status] 1.2 Where this MoU is stated to be NON-BINDING, it records the Parties' present intentions only. It does not create legal rights or obligations enforceable between them, save for the clauses on Confidentiality, Governing Law and Dispute Resolution, which are intended to be binding notwithstanding the rest. The Parties intend to record any binding commitments in a separate definitive agreement. 1.3 Where this MoU is stated to be BINDING, it constitutes a legally enforceable contract between the Parties, and each Party intends to be bound by its terms. 2. BACKGROUND AND PURPOSE [purpose] 3. SCOPE OF COOPERATION [scope_of_cooperation] 4. RESPONSIBILITIES OF THE FIRST PARTY [party_one_obligations] 5. RESPONSIBILITIES OF THE SECOND PARTY [party_two_obligations] 6. FINANCIAL ARRANGEMENTS [financial_arrangement] Save as expressly stated above, each Party shall bear its own costs and expenses incurred in connection with this MoU and the activities contemplated by it. 7. DURATION 7.1 This MoU takes effect on [effective_date] and shall continue for [duration_months] months, unless extended by mutual written agreement or terminated earlier in accordance with this MoU. 7.2 Either Party may terminate this MoU by giving thirty days' written notice to the other. 8. CONFIDENTIALITY 8.1 Each Party shall keep confidential all non-public information received from the other in connection with this MoU, and shall not disclose it to any third party without the other's written consent, save where disclosure is required by law. 8.2 This clause is binding on the Parties and survives termination of this MoU for a period of three years. 9. NO PARTNERSHIP OR AGENCY Nothing in this MoU creates a partnership, joint venture, agency or employment relationship between the Parties. Neither Party has authority to bind the other, to incur any obligation on the other's behalf, or to hold itself out as having such authority. 10. INTELLECTUAL PROPERTY Each Party retains ownership of all intellectual property it owned before this MoU or develops independently of it. Nothing in this MoU transfers or licenses any intellectual property, and any such transfer shall require a separate written agreement. 11. NO EXCLUSIVITY Unless expressly stated otherwise above, this MoU is non-exclusive, and neither Party is restricted from entering into similar arrangements with any third party. 12. PUBLICITY Neither Party shall issue any press release or public statement referring to this MoU or to the other Party without that Party's prior written approval. 13. GOVERNING LAW AND DISPUTE RESOLUTION 13.1 This MoU is governed by the laws of India. 13.2 The Parties shall first attempt to resolve any dispute amicably through discussion between their authorised representatives. 13.3 Failing amicable resolution within thirty days, the dispute shall be referred to arbitration by a sole arbitrator appointed by mutual consent, under the Arbitration and Conciliation Act, 1996, with [jurisdiction_city] as the seat and venue. 13.4 Subject to the above, the courts at [jurisdiction_city] shall have exclusive jurisdiction. 14. ENTIRE UNDERSTANDING AND VARIATION This MoU records the entire understanding between the Parties on its subject matter. No variation is effective unless made in writing and signed by both Parties. IN WITNESS WHEREOF the Parties have signed this Memorandum of Understanding on the date first written above. FIRST PARTY SECOND PARTY [party_one] [party_two] Name: Name: Designation: Designation: WITNESSES 1. Name: ______________________ Signature: ______________ 2. Name: ______________________ Signature: ______________ WHY CLAUSE 1 MATTERS The most common and costly mistake in Indian MoU drafting is assuming an MoU is automatically non-binding because of what it is called. It is not. Whether a document is enforceable depends on whether it shows an intention to create legal relations and contains the elements of a contract, not on its title. An MoU that sets out obligations, consideration and certainty of terms can be, and has been, enforced as a contract. If the Parties intend a statement of intent rather than a commitment, Clause 1 must say so expressly.