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Memorandum of Understanding (MOU)

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Parties & Purpose›Binding vs. Non-Binding Structure›Scope of Collaboration…

Parties & Purpose16 questions

1. What type of business entity is the company entering into this document?

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2. What is the full legal name of the first party (Party A)?

3. What is Party A's legal form or organizational type?

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4. What is Party A's principal address?

5. Who will sign on behalf of Party A? Provide name, title, and the source of their signing authority.

6. What is the full legal name of the second party (Party B)?

7. What is Party B's legal form or organizational type?

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8. What is Party B's principal address?

9. Who will sign on behalf of Party B? Provide name, title, and the source of their signing authority.

10. Are there additional parties to this MOU beyond Party A and Party B?

11. Does any party need board, governmental, grantor, lender, or other internal approval before signing or performing under this MOU?

12. Who should receive formal legal notices for each party (if different from the signatories)?optional

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13. What background facts, shared goals, or organizational context should appear in the recitals?optional

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14. What is the overall purpose and shared objective of this MOU? Describe the collaboration in plain language.

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15. What type of collaboration does this MOU cover? (Select all that apply)

16. Are there existing or contemplated related agreements between the parties — such as an NDA, data use agreement, grant agreement, statement of work, services contract, license, or definitive agreement?

Binding vs. Non-Binding Structure5 questions

17. Should the overall MOU be binding (enforceable as a contract) or non-binding (a statement of intent only)?

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18. For each major section of the MOU, indicate whether it should be binding, non-binding, or binding only for a limited survival period.optional

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19. Do the parties intend any obligation to negotiate in good faith, pursue a definitive agreement, or use efforts toward the collaboration?

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20. Should the MOU include an express disclaimer that the parties are NOT partners, joint venturers, employers/employees, or agents of each other?

21. Should the MOU state that neither party has authority to bind, commit, or obligate the other party to third parties?

Scope of Collaboration6 questions

22. Describe the overall activities, programs, or work the parties will undertake together.

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23. List each workstream or major activity area, with the responsible party and estimated timeline.optional

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24. What activities, services, or commitments are expressly EXCLUDED from this MOU?optional

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25. Is this collaboration limited to a specific geographic area?

26. Will the parties track outcomes, KPIs, or success metrics?optional

27. Will subcontractors, affiliates, vendors, volunteers, students, or other third parties participate in the collaboration on behalf of either party?

Resource Commitments6 questions

28. What specific resources will Party A commit to this collaboration?

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29. What specific resources will Party B commit to this collaboration?

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30. What personnel, time, roles, or expertise will each party contribute?optional

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31. Will either party provide facilities, equipment, materials, software, system access, or other tools?optional

32. Does this MOU involve any financial transfers between the parties (grants, payments, shared costs)?

33. Should the MOU include a provision stating that no party is compensated except as expressly stated, and that each party bears its own taxes and general expenses?

Confidentiality2 questions

34. Will the parties share confidential information (trade secrets, client data, financial information, proprietary processes) as part of this collaboration?

35. Will either party share data regulated by a specific privacy law (e.g., HIPAA health data, FERPA student records, state privacy laws)?

Intellectual Property5 questions

36. Will the parties jointly create any intellectual property during this collaboration (software, research, reports, curriculum, creative works, processes)?

37. What pre-existing IP, data, tools, materials, marks, or know-how will each party contribute or allow the other party to use?

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38. May either party publish results, reports, research, case studies, or public announcements about the collaboration?

39. May either party use the other party's name, logo, trademarks, or public statements about the collaboration in its own communications?

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40. Will any jointly created work product be commercialized, licensed to third parties, or generate revenue?

Exclusivity1 question

41. Will either party be restricted from working with competitors or other organizations on similar activities during this MOU?

Term & Milestones4 questions

42. When does this MOU take effect?

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43. What is the term model for this MOU?

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44. How should the MOU renew at the end of its term?

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45. Should this MOU include specific milestones or deliverables the parties are working toward?

Governance & Communication8 questions

46. Who is the primary liaison for Party A? Provide name, title, email, phone, and their level of decision-making authority.

47. Who is the primary liaison for Party B? Provide name, title, email, phone, and their level of decision-making authority.

48. Who has authority to make specific types of decisions: approve changes, authorize expenses, execute amendments, and bind each party?optional

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49. How frequently will the parties hold formal governance check-ins, and who attends?

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50. How should unresolved operational issues or disagreements be escalated before triggering formal dispute resolution?optional

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51. Will the parties submit written reports to each other on program activities, resource use, or outcomes?

52. How may the scope, resources, milestones, budget, or timelines be changed during the MOU term?optional

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53. Must either party maintain records related to program activities, expenditures, or outcomes, and allow the other party to audit or review them?optional

Termination5 questions

54. Should either party be able to terminate the MOU early without cause (termination for convenience)?

55. Should the MOU allow for termination if a party materially breaches, fails to perform, or causes a triggering event (e.g., data breach, loss of funding, legal/compliance issue)?

56. What happens to work in progress, funds, data, confidential information, IP, and ongoing client/program relationships after termination?optional

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57. Is there a transition or wind-down period after notice of termination?

58. May either party reduce, suspend, or terminate its obligations if funding, grants, required approvals, or key personnel are lost?optional

Compliance3 questions

59. What laws, policies, grant terms, ethics rules, procurement rules, or institutional policies must the parties follow in performing this MOU?

60. Will the collaboration require any permits, regulatory approvals, IRB approval, ethics review, or third-party consents before activities may begin?

61. Should the MOU include anti-bribery, anti-corruption, sanctions, or export control representations and commitments?optional

Risk Allocation5 questions

62. Must either party maintain insurance coverage as a condition of participation?optional

63. Will either party indemnify the other for third-party claims arising from its own actions, negligence, IP infringement, data breach, misconduct, or breach of this MOU?

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64. Should the parties' liability under this MOU be capped, and what categories of claims should be carved out of the cap?optional

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65. Should the MOU waive indirect, consequential, special, punitive, or lost-profits damages?optional

66. Will either party access the other's premises, systems, personnel, clients, patients, students, or program participants?optional

Dispute Resolution4 questions

67. How should disputes be resolved?

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68. Which state's law governs this MOU?

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69. In which city and state should disputes be resolved (venue), and will disputes go to court or arbitration?

70. Are there any additional terms, special conditions, or obligations that should be included in this MOU?optional

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General Terms7 questions

71. How must formal notices (termination, default, amendments) be delivered under this MOU?

72. May either party assign or transfer its rights or obligations under this MOU to an affiliate, successor, or third party?

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73. How may this MOU be amended or extended?

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74. Which standard boilerplate provisions should be included?

75. Are any third parties intended to be beneficiaries of this MOU, or should third-party beneficiaries be expressly disclaimed?

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76. Which provisions should survive expiration or termination of the MOU?

77. Should the MOU permit execution by electronic signature (DocuSign, Adobe Sign, etc.) and in counterparts?

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Required — please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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