英文谅解备忘录模板
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谅解备忘录本谅解备忘录由以下双方于 ___年___月___日签订:[插入甲方名称]是一家根据[国家]法律成立及存续的[公司]﹐其法定地址为[地址](下称“甲方”)﹔及[插入乙方名称]是一家根据[国家]法律成立及存续的[公司]﹐其法定地址为[地址](下称“乙方”)。
鉴于A.甲乙双方经多次协商后﹐就关于 [简略描述合资/其它合作项目](“项目”)的合作原则达成协议:B. [列出协议的原则—例如﹐在合资公司的情况下﹐列出双方各自的出资﹑合资公司的业务范围﹑期限﹑董事及高级管理层﹑利润分配等]。
1.保密资料每一方应对另一方于项目谈判期间向其透露的资料负责绝对保密。
除为了继续有关谈判的目的外﹐收取方不得在未经透露方事先作出书面同意下,使用﹑刊登﹑透露或散播上述资料。
收取方亦应促使其董事﹑雇员及代理遵守本第2条的条款﹐及在透露方要求下﹐应促使有关董事﹑雇员及代理签署以透露方为受益人的独立保密协议。
在有关项目的谈判终止后﹐收取方应立即将所有该等资料(连同副本)归还透露方﹐惟须以不损害该方对该等资料保密的义务为原则﹐而有关保密义务应于有关终止后一直继续。
2.公布除非取得另一方的书面同意﹐否则任何一方均不得公开宣布本谅解备忘录的存在﹐或刊登或发出有关项目及与其有关的谈判的资料。
3.不可转让任何一方在未经另一方事先作出书面同意下,均无权转让或让与其在本谅解备忘录项下的任何权利或义务。
MEMORANDUM OF UNDERSTANDINGTHIS MEMORANDUM OF UNDERST ANDING is executed on __ / __ / ____ (dd/mm/yyyy) by the following:[Name of First Party], a [company] established and existing under the laws of [country] with its legal address at [address] (hereafter referred to as “Party A”);and[Name of Second Party], a [company] established and existing under the laws of [country] with its legal address at [address] (hereafter referred to as “Party B”).WHEREAS:A.Following various consultations between Party A and Party B, the following principlesrelating to [Brief Description of Joint Venture /Other Co-operative Project] (“the Project”) have been agreed:B. [List the agreed principles –for instance, in the case of a joint venture, the respectivecapital contributions of the Parties, scope of the joint venture’s b usiness, its duration, directors and senior management, sharing of profits etc.]1.Confidential InformationEach Party shall maintain the strictest confidentiality in respect of information disclosed to it by the other Party during the course of negotiations regarding the Project. Save for the purpose of continuing such negotiations the receiving Party shall not use, publish, disclose or disseminate the aforementioned information without the prior written consent of the disclosing Party. The receiving Party shall also cause its directors, employees and agents to comply with the terms of this Clause 2 and, if so required by the disclosing Party, shall cause such directors, employees and agents to execute separate confidentiality agreements of which the disclosing Party shall be a beneficiary. Upon the termination of negotiations relating to the Project, the receiving Party shall forthwith return all such information (together with copies) to the disclosing Party, but without prejudice to its duty of confidentiality in respect thereof which shall continue at all times after such termination.2.AnnouncementsUnless the written consent of the other Party is obtained, neither Party shall publicly announce the existence of this Memorandum of Understanding or publish or issue any information relating to the Project or the negotiations relating thereto.3.Non-AssignabilityNeither Party shall be entitled to assign or transfer any of its rights or obligations under this Memorandum of Understanding without the prior written consent of the other Party.4.Execution of Formal ContractThe Parties shall use their best endeavours to execute a formal legally-binding contract [and articles of association] (“the Formal Documentation”) not later than [Date] in respect of the Project which shall reflect, inter alia, the agreed principles stated in Clause 1.5.Working GroupThe Parties shall establish a working group to conduct detailed negotiations regarding the Project and the Formal Documentation. Party A shall designate ________ as its chief representative for the working group; Party B shall designate ________ as its chief representative for the working group.。
MOUtemplate合作备忘录英文模MEMORANDUM OF UNDERSTANDINGThis MEMORANDUM OF UNDERSTANDING is made the_____ day of ______ 2010 by and between:(1) [Enter Company’s Name]with a registered office at (“Company’s short name”).(2) [Enter Company’s Name]with a registered office at (“Company’s short name”).1 PURPOSE1.1 This Memorandum of Understanding (“MOU”) documents the intent and basisfor the initial collaboration preparatory to entering into formal written bindingagreements should both parties decide to do so following completion of theinitial collaboration.2 SCOPE OF COOPERATION /BUSINESS MODEL2.12.22.33 EXPENSES (SUBJECT TO COMMERCIAL ARRANGEMENT, NRE ANDROYALTY MAY APPLY)3.1 Except as otherwise agreed in writing by the parties, each party shall pay andassume entire responsibility for their respective costs and expenditureswhatsoever incurred in connection with their activities under this MOU.3.2 Under no circumstances shall either Party be liable to the other for any costsor damages of any kind, including without limitation, incidental, consequential, special or speculative damages, lost of profits or loss of business, inconnection with not moving forward to conclusion of binding legal agreements between the Parties.4 PUBLICITYNeither party shall disclose to any third party nor publish in any manner or toany extent the existence of, nor their activities under, this MOU without theprior written agreement of the other party. Neither party shall incorporate ormake use of any form of the other party’s identity, including, but not limited to, its name, logos, insignias, products, brands and trade marks, in any form ofpublication, press release, advertisement, publicity, or other announcementwithout the other party’s prior written consent.5 CONFIDENTIALITYAll information disclosed by either party under or in connection with this MOU shall be treated by the receiving party as confidential and shall be protected as such under the terms and conditions of the Non Disclosure Agreement entered into between the parties on M/D, 20056 INTELLECTUAL PROPERTYAll intellectual property, including copyrights, patents, patent applications, trademarks and other intellectual property shall remain the property of the originating party or its licensors. Eachparty shall retain all rights, title and interest in its intellectual property and neither party grants the other party any rights to use its intellectual property unless and until otherwise provided in a written agreement signed by the Parties.7 TERM AND TERMINATIONThis MOU shall come into affect upon signature by both parties and shall continue for a period of twelve (12) months unless terminated earlier by either party giving to the other not less than thirty (30) days written notice of termination. Upon expiry or termination of this MOU each party shall return to the other at their written request all materials and information (along with all copies thereof) supplied by the requesting party.8 THIRD PARTY RIGHTSNothing in this MOU confers any benefit on any third party or right to enforce any benefit by any third party under applicable law.9 LEGAL EFFECTExcept for the provisions of clauses 3 Expenses, 4 Publicity, 5 Confidentiality,6 Intellectual Property,7 Term,8 Third Party Rights,9 Legal Effect, and 10Applicable Law, this MOU is not legally binding but serves only as an expression of the basic principles for the planning and implementation of a relationship between the parties and does not itself otherwise constitute a legal agreement and shall not otherwise create any legal obligations rights or liabilities for either party, including the obligation to continue negotiating in good faith. No further obligations, rights or liabilities shall bebinding on either party unless expressed in a formal written agreement signed by both parties.Additions to this MOU shall only be valid if made in writing.10 APPLICABLE LAWThis MOU and its terms are governed in all respects by the laws of China without regard to its conflicts of laws principles and the parties accept the jurisdiction and rules of Beijing Arbitration Commission for dispute resolution.Company CompanySigned: __________________ Signed: _________________ Name: ___________________ Name: _________________ Position: _________________ Position: ________________。
谅解备忘录 MOU
谅解备忘录是国际协议一种通常的叫法,“谅解备忘录”相应的英文表达为“memorandum of understanding”,有时也可写成“memo of understanding”或“MOU”。
直译为谅解备忘录。
用中国人的说法就是协议。
意指“双方经过协商、谈判达成共识后,用文本的方式记录下来”,“谅解”旨在表明“协议双方要互相体谅,妥善处理彼此的分歧和争议”。
日常生活中,memorandum(memo)常用来形容“为防遗忘而写的便条”,如memopad(记事本)。
此外,与其搭配的词组有engagement memorandum(业务备忘录),audit memorandum(查帐备忘录)。
谅解备忘录的组成内容一般包括:
1、合作机会 The Potential Cooperation
2、保密 Confidentiality
3、协议语言 Language
4、协议期限 Duration
5、不可变更 Modification
6、终止 Termination
7、法律适用 Governing Law
8、其他细节 Other Conditions
法律义务
在谅解备忘录中,除保密(Confidentiality)、终止(Termination)、法律适用(Governing Law)、费用分摊、排他性谈判、争议解决条款之外,其余的条款对双方都不具备法律约束力。
在正式条约签订之前,谅解备忘录双方对该协议均不具有任何法律义务。
中英文合作备忘录MOU模版备注:1.此MOU是由我方起草,各条款相对公平,条款约束相对宽松。
适用于和外方的一般性合作备忘录签订。
2. 如涉及到更深一步的合作,需要添加双方的业绩承诺,时间进度和佣金支付等。
3. 中文备注方面都是由我方公司填写;英文备注由外方填写。
MEMORANDUM OF UNDERSTANDING谅解备忘录BETWEEN______ COMPANY (我方公司)AND(“company name ”(外方公司))This MOU is entered by and between:- 本MOU由以下各方签署:(1)______________________(填写我方公司名称), herein after ‘___’(abbreviation name),a company incorporated under the company laws of People's Republic of China, whosePrincipal Place of Business is ________________________China (填写地址);_____________________公司(以下简称____),为中华人民共和国注册成立的公司,注册地址为_______________________。
AND(“company name ”) a company incorporated under the company laws o f ; herein after ‘___’(abbreviation name),whose Principal Place of Business is 。
_____________________公司(以下简称____),为_____(填写外国国名)成立的公司,注册地址为_______________________。
(_________ and are herein after jointly referred to as the “Parties” and “Party” shall refer to any one of them as the context may require.)(________和以下统一简称为各方,一方指其中之一。
中英文合作备忘录MOU模版备注:1.此MOU是由我方起草,各条款相对公平,条款约束相对宽松。
适用于和外方的一般性合作备忘录签订。
2. 如涉及到更深一步的合作,需要添加双方的业绩承诺,时间进度和佣金支付等。
3. 中文备注方面都是由我方公司填写;英文备注由外方填写。
MEMORANDUM OF UNDERSTANDING谅解备忘录BETWEEN______ COMPANY (我方公司)AND(“company name ”(外方公司))This MOU is entered by and between:- 本MOU由以下各方签署:1)______________________(填写我方公司名称), herein after ‘___’(abbreviation name), a company incorporated under the company laws of People's Republic of China, whose Principal Place of Business is ________________________China (填写地址);_____________________公司(以下简称____),为中华人民共和国注册成立的公司,注册地址为_______________________。
AND (“company name ”)a company incorporated under the company laws of ; herein after‘___’(abbreviation name),whose Principal Place of Business is 。
_____________________公司(以下简称____),为_____(填写外国国名)成立的公司,注册地址为_______________________。
(_________ and are herein after jointly refer red to as the “Parties” and “Party” shall refer to any one of them as the context may require.) (________和以下统一简称为各方,一方指其中之一。
BUYER’S CODE : 買家編號SELLER’S CODE : 賣家編號BENEFICIARY REFERENCE NUMBER : 受益人的參考編號::BUYER’S CODE : 買家編號SELLER’S CODE : 賣家編號BENEFICIARY REFERENCE NUMBER : 受益人的參考編號::BUYER’S CODE : 買家編號SELLER’S CODE : 賣家編號BENEFICIARY REFERENCE NUMBER : 受益人的參考編號::Email :電子郵件因此,现在的受益人已同意接收某些成本仪表(S)和申请人同意发行/交付说基于以下条款和条件:BANK INSTRUMENT PARTICULARS银行票据资料Instruments: Fully Cash Backed BANK GURANTEE /Standby Letter of Credit (Standard ICC format)仪器仪表:完全信用现金已备份之银行保函/备用信用证(ICC标准格式)Age: Fresh Cut年龄期限:新開Interest Rate: Zero Coupon利率:零息Term: One (1) year and One (1) day期限:一(1)年一(1)天Currency: Euro货币:欧元Bank Menu: Royal Bank of Scotland or HSBC UK and Deutsch Bank银行菜单:依苏格兰皇家银行或汇丰银行英国和德意志银行Total Amount: € Billion (xxxx Billion Euro) with rolls& extensions. First tranche €500Million. The follow tranchesas per “Proposed Tranches Schedule”.总金额:€亿面額或扩展(XXXX亿欧元)。
谅解备忘录四篇篇一:谅解备忘录XXX公司与XXX公司谅解备忘录甲方乙方本谅解备忘录(“本备忘录”)双方拟从事项目为:(“本项目”)双方同意,在本项目实施前,需各自取得公司内部所有必要批准以签订具有约束力的合同(统称“项目合同”),目前双方希望通过本备忘录记录本项目状况,具体内容经过随后谈判由双方签署的项目合同最终确定。
因此,双方特此协议如下:1. 双方已达成初步谅解的事项〔列举双方已经达成初步谅解的事项〕2 双方拟进一步磋商的事项〔列举双方拟进一步磋商的事项〕3 双方在签署本备忘录之后应采取的行动〔列举双方拟进一步采取的行动〕4. 保密资料:本备忘录签署前以及在本备忘录有效期内,一方(“披露方”)曾经或者可能不时向对方(“受方”)披露该方的商业、营销、技术、科学或其他资料,这些资料在披露当时被指定为保密资料(或类似标注),或者在保密的情况下披露,或者经双方的合理商业判断为保密资料(“保密资料”)。
受方必须:( a )对保密资料进行保密;( b )不为除本备忘录明确规定的目地之外的其他目的使用资料;( c )除为履行其职责而确有必要仔细保密资料的该方雇员外,不向其他任何人披露,且上述人员须签署书面保密协议。
上述第条款对以下资料不适用:( a )受方有在披露方向其披露前存在的书面记录证明其已经掌握;( b )并非由于受方违反本备忘录而已经或者在将来进入公共领域;( c )受方从对该信息无保密义务的第三方获得。
本备忘录期满或终止后,〔或经披露方随时提出要求〕受方应( 1 )向对方归还(或经对方要求销毁)包含对方保密资料的所有材料(包括其复制件),并且( 2 )在对方提出此项要求后十( 10 )日内向对方书面保证已经归还或销毁上述材料。
5. 独家谈判在〔日期〕之前,任何一方不得直接或间接与第三方就本备忘录标的事项进行任何磋商、谈判,达成谅解或任何形式的协商或安排。
6 本备忘录内容保密除非按照法律规定有合理必要,未经另一方事先书面同事,任何一方不得就本备忘录发表任何公开声明或进行任何披露。
*****Business School (简称1) in China, and *** State University (简称2) in the USA plan to develop a cooperative mode, based on a global study program at *****Business School and *** State University. The mode is formed through bilateral discussions and is in accordance with the principles of cooperation, development, equality and risk-sharing. Details of the mode are provided below:1.Cooperative Parties:Article 1 This agreement is betweenParty A: *****Business School atAddress: ************************, Fuzhou City, Fujian Province,China 350108Authorized Representative: Dr. *****, Vice DeanAndParty B: *** State UniversityAddress: **********************, USAAuthorized Representative: Dr. *********, Provost2.Cooperation Principles and Objectives:Article 2 Cooperation Principles: To implement Party A’s education strategic developmental guidelines, in which the cooperation will introduce the latest curricula, education resources and teaching methods from the United States of America, and will promote thus exchange and cooperation in the field of education between China and the U.S.A.Article 3 Project Objectives: This program intends to promote and prepare Chinese students who are willing to study in reputed universities abroad to continue their studies in undergraduate and/or graduate courses in either nations, notably at Party B’s campus in the USA.Article 4 Program Accreditation: This program will be governed by the regulations, standards and educational procedures of party A, the Ministry of Education of China, Party B, and Higher Learning Commission of the United States of America. Failure to abide by and meet any of these standards shall constitute a breach of this agreement.3.Program Content and Duration:Article 5 The Program: International Cooperation Programs between Party A and Party B. Article 6 Term of Program: Four yearsArticle 7 Intake Number of Students: A minimum of 15 and a maximum of 100 students for every cohort per Academic Year. An “Academic Year” is two cons ecutive semesters starting from the fall semester.Article 8 Enrollment and Matriculation:The program will be officially presented and promoted in the websites of 1 and 2. The students who successfully complete the courses specified for the first year of the curriculum map (Exhibit A) and pass examinations at 1 will be directly admitted to 2 as students of the second year. The English language requirement at 2 will be waived for those students.Article 9 Party A and Party B will jointly develop and implement the teaching plan for the program in accordance with Exhibit A.Article 10 Degrees: Under this program, students shall be enrolled at Party A for the first year and at Party B for the remaining three years. The students who successfully obtain the required credits specified in the program teaching plan and fulfill the requirements for the degree will be awarded a Bachelor’s degree from ***** State University.Article 11 Program Management:A Joint Program Management Committee will be set up to coordinate the implementation of the program, and will negotiate on the issues raised and seek solutions. The committee is composed of representatives from both parties, among which four representatives from Party A are and four from Party B. The co-chairs, appointed by each party, will be responsible for setting the agenda, conducting the meeting and providing direction and guidance to the Committee. A quorum for the meetings of the Committee will require at least four members being made up of at least two members of Party A and at least two members of Party B. Meetings will be called via on-site or video-conferencing with at least 15 working days pre-notice. All decisions of the Committee will require a majority agreement of the participating members. Only members participating at the meeting will be entitled to vote.Article 12 Duration of Cooperation:The Program shall be effective when it is permitted by 1 and 2 is assured of compliance with all relevant accrediting bodies. There will be three intakes in total and the program will be effective for six years. In the third year prior to the expiration date of the effective period, both parties can apply to renew the program. This agreement may be terminated prior to the expiration date on the conditions that there is force majeure; such termination is agreed in writing by both parties.4.Responsibilities of Both PartiesArticle 13 Responsibilities of Party AParty A will be responsible for:(1)Obtaining all approvals which are necessary to implement the Cooperation Programfrom the related administrative departments in China;(2)Promoting the program and recruiting students at its own charges and expenses;(3)Providing all necessary teaching and supervising students in the first year of theprogram;(4)Daily management over students’ affairs at Party A’s campus;(5)Arranging qualified instructors to teach the courses scheduled to be taught by 1 asspecified by the accrediting bodies.Article 14 Responsibilities of Party BParty B Will be responsible for:(1)Coordinating with Party A in obtaining all approvals which are necessary to implementthe cooperation program in China;(2)Participate to promote the program in China, at least twice a year at its own charges andexpenses;(3)Completing the registration and the enrollment of the students in Party B;(4)Provide all academic and management support necessary, from Party B to Party A, tosuccessfully implement the program;(5)Appointing an administrator to coordinate and manage the program starting from thefirst year;(6)Selecting qualified instructors to deliver the courses scheduled to be taught by 2 as tobe specified in the Academic Courses Management at the mutually agreed timing; 2 reserves the right to determine the mode of course delivery, with the written pre-notice to Party A as early as possible;(7)Awarding a degree of Bachelor of Science to students who have fulfilled all the academicrequirements and satisfied the degree requirements of Party B. The degrees to be awarded to students shall have the same effect and quality as the degrees of Bachelor of Science awarded by Party B to students in the United States;(8)Students in the agreement will be governed by the Party B’s admission policies andprocedures. These procedures and policies are listed on Party B’s website.5.Rights of the PartiesArticle 15Both Parties may gain compensation from tuition fees for their costs and efforts contributed to this Program. Party A will collect tuition and fees from students for their firstyear and Party B will collect tuition and fees from students for their second, third, and forth years.6.Project Financial ArrangementArticle 16 Both parties shall review tuition fees every three years. Any changes in tuition and fees will be agreed by both parties in writing. The aforementioned adjustment shall be implemented for students recruited for the following cohort.7.Arrangement for Students After the Termination or Expiration of this Agreement Article 17Both Parties shall adopt all necessary measures to ensure that students can finish their study on schedule and be awarded related degrees provided that those students have enrolled into this Program.8.Dispute ResolutionArticle 18Both parties shall fulfill obligations stipulated in the Agreement. The breaching Party shall bear all damages arising from its breach or termination of the Agreement without prior written consent from both parties and the Joint Program Management Committee thereto. The other party is entitled to the reasonable indemnification from the breaching party for the losses and damages it has suffered from.Article 19The Parties shall discuss and solve disputes in a friendly manner in the event that there is a dispute arising from and in connection to the implementation of this agreement. Except for the first year, the constitution and implementation of this Agreement shall be interpreted and governed by the laws and regulations of the United States of America. Unsolved disputes shall be dealt with in the State of ***********.Article 20No amendments or modifications of this Agreement will be made or deemed to have been made unless in writing and executed by each of the parties to this Agreement. Article 21This Agreement is written in both English and Chinese in four original copies. The two versions are identical. Should there be any discrepancy between the two versions, the English version shall prevail. Each party will keep two original copies.Article 22The Agreement is signed by the representatives of the parties and becomes effective on the date when the internal procedures of both parties will have been duly completed.Article 23Terms of this agreement are subject to review and revision every three years.Signed for and on behalf of:Party A Party B_____________________________ ______________________Dr. ******** Dr. ************Vice Dean Provost______________________________ _______________________Date DateExhibit A1/2 Course Equivalencies。
中英文合作备忘录MOU模版第一篇:中英文合作备忘录MOU模版中英文合作备忘录MOU模版备注:1.此MOU是由我方起草,各条款相对公平,条款约束相对宽松。
适用于和外方的一般性合作备忘录签订。
2.如涉及到更深一步的合作,需要添加双方的业绩承诺,时间进度和佣金支付等。
3.中文备注方面都是由我方公司填写;英文备注由外方填写。
MEMORANDUM OF UNDERSTANDING谅解备忘录 BETWEEN______ COMPANY(我方公司)AND(“company name ”(外方公司))This MOU is entered by and between:-本MOU由以下各方签署:1)______________________(填写我方公司名称), herein after …___‟(abbreviation name),a company incorporated under the company laws of People's Republic of China, whose Principal Place of Business is ________________________China(填写地址);_____________________公司(以下简称____),为中华人民共和国注册成立的公司,注册地址为_______________________。
AND(“company name ”)a company incorporated under the company laws of;herein after …___‟(abbreviation name),whose Principal Place of Business is。
_____________________公司(以下简称____),为_____(填写外国国名)成立的公司,注册地址为_______________________。
备忘录合同模板英文版Memorandum of Understanding Contract TemplateA Memorandum of Understanding (MoU) is a formal agreement between two or more parties that outlines the terms and conditions of their collaboration or partnership. It serves as a preliminary contract before a more detailed and legally binding agreement is drafted and signed. In this article, we will provide an English version of a memorandum of understanding contract template.MEMORANDUM OF UNDERSTANDINGThis Memorandum of Understanding (the "MoU") is entered into as of [Date] (the "Effective Date") by and between [Party A], having its principal place of business at [Address], and [Party B], having its principal place of business at [Address].WHEREAS, both parties desire to enter into a collaborative relationship for the purpose of [State Purpose of Collaboration];NOW, THEREFORE, the parties agree as follows:1. OBJECTIVEThe objective of this collaboration is to [Specify the objective of the collaboration in clear and concise terms].2. TERMThis collaboration shall commence on the Effective Date and shall continue for a period of [Specify the duration of collaboration].3. RESPONSIBILITIES3.1 [Party A] shall be responsible for:a) [Specify the responsibilities of Party A];b) [Specify any deliverables or milestones that Party A is responsible for].3.2 [Party B] shall be responsible for:a) [Specify the responsibilities of Party B];b) [Specify any deliverables or milestones that Party B is responsible for].4. CONFIDENTIALITYBoth parties agree to maintain the confidentiality of any proprietary or confidential information shared during the collaboration. This includes trade secrets, intellectual property, financial information, and any other non-public information.5. INTELLECTUAL PROPERTYAny intellectual property developed or created during the collaboration shall be jointly owned by both parties unless otherwise agreed upon in writing.6. TERMINATIONEither party may terminate this collaboration by providing [Notice Period] written notice to the other party. Termination shall be without prejudice to any rights or obligations accrued prior to termination.7. GOVERNING LAWThis MoU shall be governed by and construed in accordance with the laws of [State/Country].8. ENTIRE AGREEMENTThis MoU constitutes the entire agreement between the parties and supersedes any prior oral or written agreements or understandings relating to the subject matter herein.9. AMENDMENTSAny amendments or modifications to this MoU shall be in writing and signed by authorized representatives of both parties.IN WITNESS WHEREOF, the parties have executed this Memorandum of Understanding as of the Effective Date.[Party A] [Party B]____________________ ____________________Authorized Representative Authorized RepresentativeDate: Date:CONCLUSIONThis Memorandum of Understanding contract template serves as a basic starting point for drafting a collaboration agreement between two parties. It covers the essential elements of a MoU, such as the objective, responsibilities, confidentiality, intellectual property, termination, governing law, and the entire agreement clause. It is important to customize and tailor the template to fit the specific needs and requirements of the parties involved before signing.。
1 MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING is executed on __ / __ / ____ (dd/mm/yyyy) by the following: [Name of First Party], a [company] established and existing under the laws of [country] with its legal address at [address] (hereafter referred to as “Party A”); and [Name of Second Party], a [company] established and existing under the laws of [country] with its legal address at [address] (hereafter referred to as “Party B”). WHEREAS: A. Following various consultations between Party A and Party B, the following principles
relating to [Brief Description of Joint Venture /Other Co-operative Project] (“the Project”) have been agreed: B. [List the agreed principles – for instance, in the case of a joint venture, the respective capital
contributions of the Parties, scope of the joint venture’s business, its duration, directors and senior management, sharing of profits etc.] 1. Confidential Information Each Party shall maintain the strictest confidentiality in respect of information disclosed to it by the other Party during the course of negotiations regarding the Project. Save for the purpose of continuing such negotiations the receiving Party shall not use, publish, disclose or disseminate the aforementioned information without the prior written consent of the disclosing Party. The receiving Party shall also cause its directors, employees and agents to comply with the terms of this Clause 2 and, if so required by the disclosing Party, shall cause such directors, employees and agents to execute separate confidentiality agreements of which the disclosing Party shall be a beneficiary. Upon the termination of negotiations relating to the Project, the receiving Party shall forthwith return all such information (together with copies) to the disclosing Party, but without prejudice to its duty of confidentiality in respect thereof which shall continue at all times after such termination. 2. Announcements Unless the written consent of the other Party is obtained, neither Party shall publicly announce the existence of this Memorandum of Understanding or publish or issue any information relating to the Project or the negotiations relating thereto. 3. Non-Assignability Neither Party shall be entitled to assign or transfer any of its rights or obligations under this Memorandum of Understanding without the prior written consent of the other Party. 4. Execution of Formal Contract The Parties shall use their best endeavours to execute a formal legally-binding contract [and articles of association] (“the Formal Documentation”) not later than [Date] in respect of the Project which shall reflect, inter alia, the agreed principles stated in Clause 1. 5. Working Group 2
The Parties shall establish a working group to conduct detailed negotiations regarding the Project and the Formal Documentation. Party A shall designate ________ as its chief representative for the working group; Party B shall designate ________ as its chief representative for the working group. 6. Contract Expenses Each Party shall bear its own expenses arising out of the negotiation, drafting and execution of the Formal Documentation. 7. Status of the Memorandum of Understanding This Memorandum of Understanding is a written acknowledgement by the Parties of the principles agreed between them in relation to the Project. The Formal Documentation executed by the Parties shall constitute the whole agreement between the Parties regarding their rights and obligations and shall replace this Memorandum of Understanding and the Parties’ previous understandings and agreements. If the Parties are unable to execute the Formal Documentation by the date set out in Clause 5, either Party may terminate the negotiations relating to the Project. This Memorandum of Understanding shall not be legally-binding save for Clauses 2, 3, 4, 7 and 8 in which circumstances the laws and regulations of the People’s Republic of China shall apply. 8. Notification Any notification pursuant to this Memorandum of Understanding shall be given in writing and sent by post or by facsimile to the following addresses: Party A: [Company’s Name] [Address]
Fax: [Fax Number] Recipient: [Recipient’s Name, Position]
Party B: [Company’s Name] [Address]
Fax: [Fax Number] Recipient: [Recipient’s Name, Position]
This Memorandum of Understanding is executed by the Parties on __ / __ / ____ (dd/mm/yyyy) at [location].