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Memorandum of Understanding
This Memorandum of Understanding (the "Memorandum") is made on , by and between , of , , (hereinafter referred to as "") and , of , , (hereinafter referred to as "") for the purpose of achieving the various aims and objectives relating to the (the "Project").
WHEREAS and desire to enter into an agreement in which and will work together to complete the Project;
AND WHEREAS and are desirous to enter into a Memorandum of Understanding between them, setting out the working arrangements that each of the partners agree are necessary to complete the Project;
Purpose
The purpose of this Memorandum is to provide the framework for any future binding contract regarding the between and .
Obligations of the Partners
The Partners acknowledge that no contractual relationship is created between them by this Memorandum, but agree to work together in the true spirit of partnership to ensure that there is a united visible and responsive leadership of the Project and to demonstrate financial, administrative and managerial commitment to the Project by means of the following individual services.
Cooperation
The activities and services for the Project shall include, but not limited to:
| a. | Services to be rendered by include: |
| b. | Services to be rendered by include: |
Resources
The Partners will endeavor to have final approval and secure any financing necessary to fulfill their individual financial contributions at the start of the planning for the development of the Project.
| a. | agrees to provide the following financial, material and labor resources in respect of the Project: |
| b. | hereby agrees to provide the following financial, material and labor resources in respect of the Project: |
Communication Strategy
Marketing of the vision and any media or other public relations contact should always be consistent with the aims of the Project and only undertaken with the express agreement of both parties. Where it does not breach any confidentiality protocols, a spirit of open and transparent communication should be adhered to. Coordinated communications should be made with external organizations to elicit their support and further the aims of the Project.
Liability
No liability will arise or be assumed between the Partners as a result of this Memorandum.
Dispute Resolution
In the event of a dispute between the Partners in the negotiation of the final binding contract relating to this Project, a dispute resolution group will convene consisting of the Chief Executives of each of the Partners together with one other person independent of the Partners appointed by the Chief Executives. The dispute resolution group may receive for consideration any information it thinks fit concerning the dispute. The Partners agree that a decision of the dispute resolution group will be final. In the event the dispute resolution group is unable to make a compromise and reach a final decision, it is understood that neither party is obligated to enter into any binding contract to complete the Project.
Term
The arrangements made by the Partners by this Memorandum shall remain in place from until . The term can be extended only by agreement of all of the Partners.
Notice
Any notice or communication required or permitted under this Memorandum shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
Governing Law
This Memorandum shall be construed in accordance with the laws of the State of Commonwealth of .
Assignment
Neither party may assign or transfer the responsibilities or agreement made herein without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
Amendment
This Memorandum may be amended or supplemented in writing, if the writing is signed by the party obligated under this Memorandum.
Severability
If any provision of this Memorandum is found to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Memorandum is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
Prior Memorandum Superseded
This Memorandum constitutes the entire Memorandum between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and Memorandums, whether written or oral.
Understanding
It is mutually agreed upon and understood by and among the Partners of this Memorandum that:
| a. | Each Partner will work together in a coordinated fashion for the fulfillment of the Project. |
| b. | In no way does this agreement restrict involved Partners from participating in similar agreements with other public or private agencies, organizations, and individuals. |
| c. | To the extent possible, each Partner will participate in the development of the Project. |
| d. | Nothing in this memorandum shall obligate any Partner to the transfer of funds. Any endeavor involving reimbursement or contribution of funds between the Partners of this Memorandum will be handled in accordance with applicable laws, regulations, and procedures. Such endeavors will be outlined in separate agreements that shall be made in writing by representatives of the Partners involved and shall be independently authorized by appropriate statutory authority. This Memorandum does not provide such authority. |
| e. | This Memorandum is not intended to and does not create any right, benefit, or trust responsibility. |
| f. | This Memorandum will be effective upon the signature of both Partners. |
| g. | Any Partner may terminate its participation in this Memorandum by providing written notice to other Partner. |
The following Partners support the goals and objectives of the :
Signatories
This Agreement shall be signed on behalf of by , , and on behalf of by , its . This Agreement shall be effective as of the date first written above.
| By: | Date: |
, its
| By: | Date: |
, its
Memorandum of Understanding
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Next Steps: Make it Legal
| _____ | Look over the Subordinated Loan Agreement to ensure it matches your intentions. If you need to make changes to the Agreement outside of the interview, you will be able to make changes online or in Word format in the Document Manager at the end of the process. |
| _____ Have the Parties sign and date the Subordinated Loan Agreement in duplicate. You can also use Rocket Lawyers e-signature service to electronically sign and share the document. |
| _____ | Deliver a copy of the Subordinated Loan Agreement to the other Parties. |
Copies
| _____ | Keep a copy of all documents for your own records and in case there is a problem. |
| _____ Each Party should receive an original signed copy of the Subordinated Loan Agreement. Your copy should be kept in a safe place. If you signed a paper copy of your document, you can use Rocket Lawyer to store and share it. Safe and secure in your Rocket Lawyer account, you can access it any time from any computer, as well as share it for future reference. |
Members can always consult an attorney at no extra cost!
| _____ If you have quick questions or wish to review this document with an attorney, you can do so for free. Rocket Lawyer's On Call® service makes it fast and easy to speak with a local attorney. Get started by visiting the Find a Lawyer tab on our site, or calling (866) 243-2183. |
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It's very simple to document your plans with a free Memorandum of Understanding template from Rocket Lawyer:
This solution, in many cases, would end up being much less expensive than hiring and working with a traditional attorney.
Making a Memorandum of Understanding is easy. Using your Rocket Lawyer account, you can make, edit, share and sign your document online. The finished document can also be downloaded and printed.
A MOU helps you and your partner think through how a future agreement may work before the actual legally binding agreement is signed. A Memorandum of Understanding defines a business project you are planning to undertake with another partner or partners. Usually, the project is short-term and has a forecasted end date. The MOU defines who the parties are and what their expected contributions will be. It also defines the project and the purpose of the project.
Creating a Memorandum of Understanding is simple using Rocket Lawyer. By the time you are ready to make an MOU, you've likely already had the conversations to know what you want to include in the document.
To make an MOU using Rocket Lawyer, you need to submit the following information:
The rest of the MOU is automatically generated for you. If you need to make other alterations, you can download it in Word and edit the document.
Generally-speaking, the short answer is no. A Memorandum of Understanding outlines the intention of making a legal agreement, but it is not a legally enforceable document itself. While it is not enforceable, it is a powerful tool for helping you outline what the final, legal agreement will include. In most cases, unless money is exchanged an MOU will not stand up in court if challenged.
You may want to seek legal advice to help determine the enforceability of your Memorandum of Understanding.
A contract or Partnership Agreement is usually more enforceable than a Memorandum of Understanding and contracts are generally binding. Once an agreement is made, often a Joint Venture, the legal relationship begins. Often money or resources are exchanged and work on the project begins. While an MOU usually doesn't carry much weight in court, the formal contract or agreement often does. A document similar to a MOU, called a Letter of Intent is often used to show intent to purchase all or part of a company. Like a MOU, it is a document that outlines a future agreement.
If you're using a Memorandum of Understanding, chances are you might need one of the following:
If you have any questions about what's right for you and your business, we can connect you with a lawyer for quick answers or a document review.
