What is a Memorandum of Agreement?
A Memorandum of Agreement is a legal document that outlines terms and details of a new cooperative agreement. Memorandum of Agreements are meant to put agreed-upon terms between parties into writing, often before a more formal and detailed contract is written up.
You can use a Memorandum of Agreement to set up the foundation for a partnership by laying out specific objectives, milestones, or final outcomes – whether you’re securing a deal for your dream home while you take care of financing, laying out a project’s scope for a client or protecting intellectual property, for example. You can also lay out critical financial details and preferred methods for resolving disputes. Make yours with Rocket Lawyer now!
When to use a Memorandum of Agreement:
- You are creating a partnership and want to inform partners of business details.
- You are waiting for funding before purchasing a house but want to protect the deal.
- Your business involves confidential information or handling of intellectual property you wish to protect.
- You are providing details to a client about a project’s scope or timeline.
Memorandum of Agreement
This Memorandum of Agreement is made on by and between , , ,, , and , , ,, ,
The parties hereby bind themselves to undertake a Memorandum of Agreement ("Agreement") under the following terms and conditions:
TERM. The term of this Agreement shall be unless terminated sooner in accordance with the terms of this Agreement (the "Term").
GOALS AND OBJECTIVES. The Parties to this agreement shall abide by the terms of this agreement to achieve the following goals and objectives:
OBLIGATIONS OF THE PARTIES.
shall perform the following obligations:
shall perform the following obligations:
CONFIDENTIALITY. Subject to sub-clause (2) below, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement.
Each party may disclose information which would otherwise be confidential if and to the extent:
(i)required by the law of any relevant jurisdiction;
(ii)the information has come into the public domain through no fault of that party; or
(iii)the other party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other party.
RELATION OF THE PARTIES. The nature of relationship between and is that of partners in a partnership.
CONSIDERATION. This Agreement is being made in consideration of the following:
REPRESENTATIONS AND WARRANTIES. Each party to this Agreement represents and warrants to the other party that he/she/it:-
()has full power, authority and legal right to execute and perform this Agreement;
()has taken all necessary legal and corporate action to authorize the execution and performance of this Agreement;
()this Agreement constitutes the legal, valid and binding obligations of such party in accordance with its terms; and
()shall act in good faith to give effect to the intent of this Agreement and to take such other action as may be necessary or convenient to consummate the purpose and subject matter of this Agreement.
TERMINATION. Either party may terminate its performance of related obligations under this Agreement if the other party fails to rectify a material breach under a portion of this Agreement within thirty (30) days of receipt by the breaching party of written notice of such breach from the non-breaching party. In such case, the non-breaching Party shall be entitled, without further notice, to cancel that Party's involvement pursuant to the agreement, without prejudice to any claim for damages, breach of contract or otherwise. The parties agree that the failure or termination of any portion or relevant provision of this Agreement will not be a basis for terminating other severable obligations or provisions of this Agreement, unless the failure or breach is such that the entire Agreement loses substantially all of its value to the non-breaching party.
Any termination of this Agreement shall not absolve the Parties from the obligation to observe the confidentiality measures and other restraints as set out herein.
REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by in connection with the Services will be the exclusive property of . Upon request, will execute all documents necessary to confirm or perfect the exclusive ownership of to the Work Product., or other labor disputes
NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHTS. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of .
SIGNATORIES. This Agreement shall be signed on behalf of by and on behalf of by and effective as of the date first written above.
By: , its
By: , its
Memorandum of Agreement FAQs
How do I write a Memorandum of Agreement?
Use this highly customizable Memorandum of Agreement template on Rocket Lawyer to build your MOA in minutes. All you need to do is answer some basic questions. Consider the following beforehand to make the process speedier:
- What is the purpose of the Memorandum of Agreement (MOA)?
- What are the goals and objectives of this agreement?
- What is the initial term of the MOA?
- What are the responsibilities of the parties under this agreement?
Don't worry if you don't have all the information you need right now. You can skip questions, save your document, and return to finish it later.
Is a Memorandum of Agreement a contract?
A Memorandum of Agreement can buy you the time you need to hash out the details you need for a contract, but it's not a substitute for a legal contract. If you have questions about the legal parameters of your agreement, you should consult with a lawyer.
What is the difference between an MOA and an MOU?
A Memorandum of Agreement (MOA) and Memorandum of Understanding (MOU) are similar in nature. If they are written with similar language, then there is no legal or practical difference between the two documents.
The primary difference between the two documents relates to whether the parties involved intend to be engaged in a legally enforceable contract or agreement. If so, a legally enforceable contract will be made, regardless of whether it is called an MOU or an MOA.
Is a Memorandum of Agreement, or MOA, legally binding?
A Memorandum of Agreement (MOA) is not a substitute for a formal contract. If you have questions about the legal parameters of your agreement, you should ask a lawyer.
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