This Memorandum sets out how the Parties intend to explore and carry out the Cooperation in a practical, organized way.

The main goal of the Cooperation is [describe the main goal, for example to jointly develop, market, or research a particular product, service, or initiative].

The Parties also want to use this Memorandum to agree on a common starting point. This covers their shared roles, how they will handle costs, and how they will protect each other's Confidential Information.

This Memorandum is meant to help the Parties decide whether to enter into one or more Definitive Agreements. It does not replace any Definitive Agreement.

Nothing in this Memorandum requires either Party to enter into any Definitive Agreement or to complete any particular project or transaction.

"Cooperation" means the joint activities described in the Scope of Cooperation section, together with any related activities that both Parties approve in writing during the Term.

"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 or the Cooperation. It covers information shared in writing, orally, electronically, visually, or in any other form, whether before or after the Effective Date. It includes business plans, financial data, pricing, customer and supplier details, know-how, technical data, software, product plans, and the existence and terms of this Memorandum. It applies whether or not the information is marked as confidential, as long as a reasonable person would understand it to be confidential.

"Definitive Agreement" means a separate written contract, signed by authorized representatives of both Parties, that expressly states it is intended to be legally binding and that governs any part of the Cooperation.

"Joint Committee" means the group of representatives appointed by both Parties under the Shared Roles and Responsibilities section to coordinate and oversee the Cooperation.

"Shared Costs" means the reasonable out-of-pocket costs that both Parties approve in writing in advance as costs to be shared under the Costs and Expenses section. Each Party's own internal costs, such as staff salaries, overhead, and general office expenses, are not Shared Costs.

"Term" means the initial period of this Memorandum together with any renewal period, as described in the Duration and Renewal section.

"Representatives" means a Party's directors, officers, employees, professional advisors, and affiliates who need to know Confidential Information for the purposes of the Cooperation.

This Memorandum is a statement of the Parties' intentions only. Except for the Confidentiality section, it is not a legally binding contract.

The Confidentiality section is the only part of this Memorandum that creates legally binding obligations. The Governing Law and Dispute Resolution section, the Ending This Memorandum Early section (as it relates to the survival of confidentiality), and the General Terms section apply only so far as needed to interpret and enforce the Confidentiality section.

Neither Party is legally obligated to carry out any activity, commit any resources, or achieve any result described in this Memorandum unless and until the Parties sign a Definitive Agreement covering that matter.

Neither Party will have any claim against the other for any loss, cost, or lost opportunity arising from that other Party's decision not to proceed with the Cooperation or any Definitive Agreement, whatever the reason. The only exception is a claim based on a breach of the Confidentiality section.

Any conduct of the Parties does not turn this Memorandum, or any part of it, into a binding contract. This includes starting work, sharing information, or spending money in connection with the Cooperation.

Each Party is free to negotiate and decide the terms of any Definitive Agreement at its own discretion.

The Parties intend to cooperate in the following areas: [describe the specific areas of cooperation].

The Parties expect to carry out the following main activities: [list key activities, for example joint research, joint marketing, sharing of expertise, pilot projects].

The Cooperation will focus on [describe any product, service, market segment, or geographic area, if relevant]. Any expansion of this focus must be approved in writing by both Parties.

The Cooperation is non-exclusive. Each Party remains free to work with others, including competitors of the other Party, and to carry on its own business, provided it does not breach the Confidentiality section.

Each Party keeps full ownership of all intellectual property, materials, and know-how it owned or developed before the Effective Date or develops independently outside the Cooperation. Nothing in this Memorandum grants the other Party any license or right to use them.

The Parties intend that ownership and use of any materials or intellectual property created jointly during the Cooperation will be addressed in a Definitive Agreement. Until then, neither Party will use, register, or commercialize such jointly created materials without the other Party's prior written consent.

Neither Party will use the other Party's name, logo, or trademarks, or make any public announcement about the Cooperation, without the other Party's prior written approval.

The Parties intend to share responsibility for the Cooperation jointly and to make key decisions together.

Within [number] days after the Effective Date, each Party will appoint [number] representatives to a Joint Committee. Each Party may replace its representatives at any time by giving written notice to the other Party.

The Joint Committee will plan, coordinate, and monitor the Cooperation. It will meet at least [frequency, for example once per month], in person or by video conference, at times both Parties agree on.

The Joint Committee will make decisions by consensus. If the representatives cannot agree on a matter, neither Party may act on that matter on behalf of the Cooperation until agreement is reached.

The Parties intend to jointly prepare a work plan setting out tasks, timelines, and milestones for the Cooperation, which the Joint Committee will review and update as needed.

Each Party intends to contribute appropriate staff, expertise, and resources to the Cooperation, as agreed by the Joint Committee from time to time.

Each Party intends to keep the other reasonably informed about progress, problems, and any developments that may affect the Cooperation.

Neither Party is the agent, partner, or joint venturer of the other. Neither Party may make commitments or incur obligations on behalf of the other Party.

The Parties intend to share all Shared Costs equally, with each Party paying 50 percent.

A cost will only count as a Shared Cost if both Parties have approved it in writing before it is incurred, including its amount and purpose.

Each Party will pay its own internal costs and any costs it incurs without the other Party's prior written approval.

The Party that pays a Shared Cost may ask the other Party to reimburse its 50 percent share. It must provide an itemized invoice and reasonable supporting documents, such as receipts.

The Parties intend to settle reimbursement requests for Shared Costs within [number] days after receiving a complete invoice, in the currency of [currency placeholder] unless they agree otherwise in writing.

Each Party will pay its own legal, accounting, and advisory costs related to negotiating this Memorandum and any Definitive Agreement.

Each Party is responsible for its own taxes arising from its participation in the Cooperation.

The Receiving Party must keep the Disclosing Party's Confidential Information strictly confidential. It must use that information only to evaluate and carry out the Cooperation.

The Receiving Party may share Confidential Information only with its Representatives who need to know it for the Cooperation and who are bound by confidentiality duties at least as protective as this section. The Receiving Party is responsible for any breach of this section by its Representatives.

The Receiving Party must protect Confidential Information with at least the same care it uses to protect its own similar information, and never with less than reasonable care.

These obligations do not apply to information that the Receiving Party can show by written records:

is or becomes publicly available through no fault of the Receiving Party or its Representatives;

was lawfully known to the Receiving Party without any duty of confidentiality before it was disclosed;

was lawfully received from a third party who had no duty of confidentiality; or

was developed independently by the Receiving Party without using the Confidential Information.

If the Receiving Party is required by law, court order, or a government authority to disclose Confidential Information, it must promptly notify the Disclosing Party in writing (if legally allowed) and reasonably cooperate with any effort to limit the disclosure. It may then disclose only the minimum information legally required.

Within [number] days after the Disclosing Party's written request, or when this Memorandum ends, the Receiving Party must return or securely destroy all Confidential Information and confirm in writing that it has done so. It may keep copies only where the law requires, and those copies remain subject to this section.

All Confidential Information remains the property of the Disclosing Party. It is provided "as is," without any promise about its accuracy or completeness.

Because a breach of this section may cause harm that money cannot fully repair, the Disclosing Party may seek an injunction or other court order to stop an actual or threatened breach. This right is in addition to any other remedies available to it.

The obligations in this section are legally binding. They last for [number] years after this Memorandum ends. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

This Memorandum is governed by the laws of [governing jurisdiction], without regard to its conflict of law rules.

If a disagreement arises about this Memorandum or the Cooperation, the Parties will first try to resolve it informally through the Joint Committee within [number] days after one Party gives written notice of the disagreement.

If the Joint Committee cannot resolve the disagreement in that time, it will be referred to senior executives of each Party, who will meet and try in good faith to resolve it within a further [number] days.

Any dispute about the Confidentiality section that is not resolved through these steps will be finally decided by [the competent courts of (city/jurisdiction) / binding arbitration under the rules of (arbitration body), seated in (city), in the English language].

Because the rest of this Memorandum is non-binding, disagreements about matters other than the Confidentiality section are to be handled only through the informal steps above. They may not be the basis of a legal claim.

Nothing in this section prevents a Party from seeking urgent court relief, such as an injunction, to protect its Confidential Information at any time.

This Memorandum starts on the Effective Date and lasts for an initial period of [number] months/years.

The Parties may renew this Memorandum for additional periods of [number] months/years each, but only by signing a written renewal at least [number] days before the current period ends.

If the Parties do not sign a written renewal, this Memorandum will expire automatically at the end of the current period.

Before the end of each period, the Joint Committee intends to review the progress of the Cooperation and recommend to both Parties whether a renewal or a Definitive Agreement would be appropriate.

If the Parties sign a Definitive Agreement covering the entire Cooperation, that Definitive Agreement replaces this Memorandum from the date it takes effect, unless it says otherwise.

This Memorandum may be ended before the end of the Term only by mutual written agreement signed by authorized representatives of both Parties.

The written agreement to end this Memorandum should state the date on which it ends and how any ongoing activities and Shared Costs will be wound down.

Neither Party may end this Memorandum early on its own, by notice or otherwise.

When this Memorandum ends for any reason, each Party must still pay its 50 percent share of any Shared Costs that were properly approved and incurred before the end date.

The Confidentiality section, this section, the Governing Law and Dispute Resolution section, and the General Terms section continue to apply after this Memorandum ends, as far as needed to give effect to the Confidentiality section.

Ending this Memorandum does not affect any Definitive Agreement the Parties have signed, unless that agreement says otherwise.

This Memorandum contains the Parties' entire understanding about its subject. It replaces any earlier discussions or understandings on the same subject, except any earlier confidentiality agreement between the Parties, which continues to apply to information shared under it.

Any change to this Memorandum must be in writing and signed by authorized representatives of both Parties.

Neither Party may transfer this Memorandum or any of its rights under it without the other Party's prior written consent. However, the First Party may transfer it to an affiliate or to a successor to all or most of its relevant business by giving written notice to the Second Party.

All notices under this Memorandum must be in writing and delivered by hand, by courier, or by email to the contact details listed in the signature section. Either Party may update its contact details by written notice. A notice takes effect when received.

If any part of this Memorandum is found to be invalid or unenforceable, the rest of it will continue to apply.

A Party's failure or delay in enforcing any part of this Memorandum does not mean it gives up the right to enforce it later.

This Memorandum may be signed in counterparts, including by electronic signature. All counterparts together form one document.