Download this free Memorandum of Agreement (MOA) form below and customize it for your unique business legal needs. Use this template if would like to enter into a transaction (e.g. purchase, partnership, employment) with another person or entity and would like to have an understanding of the agreement in place prior to finalizing the details.
Share this document Download for freeMEMORANDUM OF AGREEMENT
between [ Name of Partner 1] & [ Name of Partner 2 ]
THIS MEMORANDUM OF AGREEMENT (MOA) (“Memorandum”), dated _________, 20__ between [ NAME OF PARTNER ] (“PARTNER”) an organization [ SPECIFY TYPE; for example: not-for-profit ] established under the laws of [ COUNTRY ] with its offices in [ LOCATION, COUNTRY ] represented by [ REPRESENTATIVE OF PARTNER ], [ TITLE ]; and [ NAME OF PARTNER ] (“PARTNER”), a [ State ], USA [ Type of Organization] with its principal place of business in [ City, State ], USA, represented by [ REPRESENTATIVE ], [ TITLE ]; collectively referred to as “the Partners”.
The Partners wish to work together and in compliance with the following clauses:
[ INCLUDE A GENERAL DESCRIPTION OF THE GOAL OF THIS AGREEMENT ]
III. AREAS OF COLLABORATION
[ DESCRIBE AREAS OF COLLABORATION BETWEEN PARTNER AND [PARTNER] ]
Learning and building capacity. This can include the sharing of knowledge and lessons learned, organizational development and sustainability, sustainable finance, technology sharing, etc.
IV. ROLES AND RESPONSIBILITIES OF PARTNERS
DESCRIBE PARTNER’S RESPONSIBILITIES UNDER THIS AGREEMENT
V. PRINCIPAL CONTACTS
The Principal Contacts for each one of the organizations is:
[ NAME OF PRINCIPAL CONTACT ]
[ NAME OF PRINCIPAL CONTACT ]
Such Principal Contacts may be changed in writing from time to time by their respective Partners.
VI. USE OF INTELLECTUAL PROPERTY
The parties agree that any intellectual property, which is jointly developed through activities covered under this MOA, can be used by either party for ______________ purposes without obtaining consent from the other and without any need to account to the other.
All other intellectual property used in the implementation of the MOA will remain the property of the party that provided it. This property can be used by either party for purposes covered by the MOA but consent will be obtained from the owner of the property before using it for purposes not covered by the MOA.
VII. EFFECTIVE DATES AND AMENDMENTS.
This MOA shall take effect upon signing by both Parties and shall remain in effect for a period of _______ years from that date unless earlier terminated. Neither party may assign or transfer all or any portion of this MOA without the prior written consent of the other party.
The MOA may be renewed at the end of this period by mutual written agreement by both Parties.
The provisions of this MOA may only be amended or waived by mutual written agreement by both Parties.
The individuals signing this MOA on behalf of their respective entities represent and warrant (without personal liability therefor) that upon the signature of each, this MOA shall have been duly executed by the entity each represents.
Any Party may terminate this MOA and any related agreement, workplan and budget at any time and for any reason by giving _____ days prior written notice to the other Party; provided, however, that in the event [ PARTNER ] fails to perform any of its obligations under this MOA, PARTNER shall have the right to terminate this MOA and any related agreement, workplan and budget immediately upon written notice.
IX. TRANSFER OF FUNDS.
The parties acknowledge and agree that this MOA does not create any financial or funding obligation on either party, and that such obligations shall arise only upon joint execution of a subsequent agreement or workplan (which shall include a budget) that specifically delineates the terms and nature of such obligations and that references this MOA. Such subsequent agreements or workplans, and budgets, will be subject to funding being specifically available for the purposes outlined therein. All [ PARTNER ] funds are further subject to [ PARTNER ]’s obligation to expend [ PARTNER ] funds solely in accordance with the agreed upon budget and the line items contained therein.
X. NO JOINT VENTURE
Notwithstanding the terms “Partners” and “Partnership”, the Partners agree that they are not entering into a Legal Partnership, joint venture or other such business arrangement, nor is the purpose of the Partners to enter into a commercial undertaking for monetary gain. Neither Partner will refer to or treat the arrangements under this Agreement as a Legal Partnership or take any action inconsistent with such intention.
XI. DISPUTE RESOLUTION
The Partners hereby agree that, in the event of any dispute between the Partners relating to this Agreement, the Partners shall first seek to resolve the dispute through informal discussions. In the event any dispute cannot be resolved informally within ____ calendar and consecutive days, the Partners agree that the dispute will be negotiated between the Partners through mediation, if Partners can agree on a mediator. The costs of mediation shall be shared equally by the Partners. Neither Partner waives its legal rights to adjudicate this Agreement in a legal forum.
This Agreement, including all Annexes, embodies the entire and complete understanding and agreement between the Partners and no amendment will be effective unless signed by both Partners. Such signature by both Partners may be made by telefacsimile.
FOR [ FULL NAME OF PARTNER ] [ DATE ]
FOR [ FULL NAME OF PARTNER ] [ DATE ]