Simple Memorandum of Understanding Template

The purpose of this Memorandum is to describe how the Parties plan to explore and carry out a cooperation in the field of [describe general field or sector] (the "Cooperation").

In this Memorandum, "Joint Activities" means the specific projects, programs, or tasks that both Parties agree in writing to carry out as part of the Cooperation.

In this Memorandum, "Confidential Information" means any non-public information that one Party (the "Disclosing Party") shares with the other Party (the "Receiving Party") in connection with this Memorandum, as further described in the Confidentiality section.

In this Memorandum, "Coordinators" means the persons each Party appoints to manage the Cooperation on its behalf, as described in the How We Will Work Together section.

The main goals of the Cooperation are [describe goal 1], [describe goal 2], and [describe goal 3].

This Memorandum sets out a general framework only. Any Joint Activity that requires firm commitments of money, staff, or other resources will need a separate written agreement signed by both Parties.

Nothing in this Memorandum prevents either Party from working with other organizations, including on activities similar to the Cooperation.

Each Party will appoint a Coordinator within [number] days after the Effective Date and will tell the other Party the Coordinator's name and contact details in writing. A Party may replace its Coordinator at any time by giving written notice.

The Initiating Organization's Coordinator will lead overall planning for the Cooperation, including setting meeting agendas, keeping records of decisions, and tracking progress against agreed goals.

The Coordinators will meet at least [frequency, e.g., once every quarter], in person or by video call, to review progress, discuss upcoming Joint Activities, and resolve any practical issues.

The Parties will agree on each Joint Activity in writing, by email or a signed document. Each written plan should set out the scope, timeline, responsible persons, and estimated costs of the Joint Activity.

The Initiating Organization will prepare the first draft of each Joint Activity plan unless the Coordinators agree otherwise. The plan takes effect only when both Coordinators approve it in writing.

Each Party will keep the other reasonably informed about any development that may affect the Cooperation, including changes in staffing, funding, or priorities.

The Parties will work together in good faith, communicate openly, and treat each other with respect.

The Parties expect to cooperate in the following areas: [Area of Cooperation 1].

[Area of Cooperation 2].

[Area of Cooperation 3].

The Parties may add, change, or remove areas of cooperation at any time by written agreement between the Coordinators.

Any public events, publications, or communications connected to the Cooperation will be carried out only after both Parties approve them in writing. The Initiating Organization will lead the planning of these activities.

The Parties may also exchange knowledge, expertise, and non-confidential materials that support the areas of cooperation, as long as each Party is free to share them.

Neither Party is required to take part in any particular area of cooperation unless it has agreed to a specific Joint Activity in writing.

The Initiating Organization intends to lead overall direction and coordination of the Cooperation; to prepare draft plans for Joint Activities; to contribute [describe Initiating Organization's contribution, e.g., expertise, facilities, network]; and to keep records of decisions and progress.

The Partner Organization intends to contribute [describe Partner Organization's contribution, e.g., staff time, local knowledge, access to participants]; to carry out the tasks assigned to it in each agreed Joint Activity plan; and to report regularly on its progress to the Initiating Organization's Coordinator.

Each Party will remain fully responsible for its own staff, volunteers, and contractors, including their pay, benefits, insurance, conduct, and safety.

Each Party will follow all laws, regulations, and internal policies that apply to its part of the Cooperation, including those on data protection, anti-corruption, and health and safety.

Each Party keeps full ownership of the intellectual property, materials, know-how, and data it owned before the Effective Date or creates on its own outside the Cooperation. Nothing in this Memorandum gives the other Party any license or right to use them.

Ownership and use of any intellectual property created jointly through a Joint Activity will be agreed in writing before that Joint Activity begins.

Neither Party may use the other Party's name, logo, or trademarks without that Party's prior written approval.

Each Party is responsible for its own acts and omissions. Neither Party is responsible for any loss or damage caused by the other Party, its staff, or its contractors.

The Parties will share equally the costs that both Parties have approved in advance and in writing for a Joint Activity ("Shared Costs").

Before any Shared Cost is incurred, the Coordinators must agree in writing on a budget for the relevant Joint Activity, stated in [currency].

A Party is not required to pay its share of any cost that was not approved in advance in writing, or of any amount above the approved budget, unless it later agrees in writing.

The Party that pays a Shared Cost will send the other Party a request for reimbursement of its 50% share, along with reasonable supporting documents such as receipts or invoices. The other Party will pay within [number] days of receiving the request.

Unless the Parties agree otherwise in writing, each Party will pay its own internal costs, including staff salaries, overhead, travel, and general administrative expenses. These are not Shared Costs.

If this Memorandum ends, each Party will still pay its 50% share of Shared Costs that were properly approved and incurred, or that could not reasonably be cancelled, before the end date.

Each Party will keep accurate records of Shared Costs and will let the other Party review them on reasonable request.

This Memorandum is a statement of the Parties' shared intentions. It is not a contract and does not create any legally binding rights or obligations between the Parties, except as set out in this section.

The only legally binding provisions of this Memorandum are those in the Confidentiality section. The Governing Law and Dispute Resolution section applies only to the extent needed to interpret and enforce those binding provisions.

Neither Party is obliged to enter into any further agreement, to carry out any Joint Activity, or to continue discussions. Each Party may decide not to proceed for any reason.

Neither Party will be liable to the other for any cost, loss, or expense arising from the other Party's reliance on this Memorandum, or from either Party's decision not to proceed with the Cooperation.

Any legally binding commitment relating to the Cooperation will exist only if it is set out in a separate written agreement signed by authorized representatives of both Parties.

This Memorandum does not create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party may make commitments or statements on behalf of the other.

This section is legally binding on both Parties.

The Receiving Party will keep the Disclosing Party's Confidential Information private, use it only for the purposes of the Cooperation, and not disclose it to anyone else without the Disclosing Party's prior written consent.

The Receiving Party may share Confidential Information only with its own staff, advisors, and contractors who need to know it for the Cooperation and who are bound by confidentiality duties at least as strict as those in this section. The Receiving Party is responsible for any breach by these persons.

Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, that the Receiving Party already lawfully knew without a duty of confidence, that the Receiving Party lawfully receives from a third party free to share it, or that the Receiving Party develops independently without using the Disclosing Party's information.

If the law, a court, or a government authority requires the Receiving Party to disclose Confidential Information, the Receiving Party may do so. Where legally allowed, it will first notify the Disclosing Party promptly so that the Disclosing Party can seek protection, and it will disclose only the minimum required.

When this Memorandum ends, or earlier if the Disclosing Party asks in writing, the Receiving Party will promptly return or destroy the Disclosing Party's Confidential Information and confirm this in writing. It may keep copies only where required by law, and these copies remain subject to this section.

The Receiving Party's duties under this section continue for [number] years after this Memorandum ends.

Because a breach of this section could cause harm that money alone cannot fix, the Disclosing Party may seek urgent court orders to stop or prevent a breach, in addition to any other remedies available to it.

This Memorandum begins on the Effective Date and stays in effect until either Party ends it as described in this section.

Either Party may end this Memorandum at any time, for any reason or no reason, by giving written notice to the other Party. The notice takes effect on the date the other Party receives it, unless the notice states a later date.

Ending this Memorandum does not automatically end any separate written agreement the Parties have signed for a Joint Activity. That agreement will continue or end according to its own terms.

When this Memorandum ends, the Parties will work together in good faith to wind down any ongoing Joint Activities in an orderly way, as far as reasonably practical.

Ending this Memorandum will not give either Party any right to compensation or damages from the other.

The Confidentiality section, the payment of Shared Costs as described in the Sharing of Costs section, the Governing Law and Dispute Resolution section, and any other provision that by its nature is meant to continue will remain in effect after this Memorandum ends.

This Memorandum is governed by the laws of [Governing Jurisdiction].

If any disagreement arises about this Memorandum or the Cooperation, the Coordinators will first try to resolve it through friendly discussion.

If the Coordinators cannot resolve the disagreement within [number] days, they will refer it to senior representatives of each Party, who will meet and try in good faith to resolve it within a further [number] days.

For disagreements about the non-binding parts of this Memorandum, friendly discussion is the only process, and neither Party may start legal proceedings about those parts.

Any dispute about the Confidentiality section that cannot be resolved by discussion will be decided exclusively by the courts of [City/Jurisdiction], and both Parties accept the jurisdiction of those courts.

Nothing in this section prevents either Party from seeking urgent court orders at any time to protect its Confidential Information.

This Memorandum is the complete statement of the Parties' understanding about the Cooperation and replaces all earlier discussions and understandings on the same subject.

This Memorandum may be changed only by a written document signed by authorized representatives of both Parties.

Neither Party may transfer its role under this Memorandum to anyone else without the other Party's prior written consent, except that the Initiating Organization may transfer its role to an affiliated organization or to a successor that takes over all or most of its activities, by giving written notice.

All notices under this Memorandum must be in writing and sent by hand, courier, or email to the addresses set out in the signature section, or to any other address a Party provides in writing. A notice sent by email is treated as received when sent, unless the sender receives an error message.

If any part of this Memorandum is found invalid or unenforceable, the rest of the Memorandum will remain in effect.

If a Party does not enforce any part of this Memorandum, or delays in doing so, it does not give up its right to enforce it later.

Each Party will pay its own costs of preparing, negotiating, and signing this Memorandum.

This Memorandum may be signed in separate copies, including by electronic signature, and all signed copies together form one document.