MEMORANDUM OF AGREEMENT TEMPLATE

PandaTip: A memorandum of agreement is a kind of cooperative agreement that is intended to document the understanding of certain parties (two or more) related to their cooperation on a project or in the achievement of an objective.  Unlike a memorandum of understanding, a memorandum of agreement is more likely to impose certain obligations on the parties.

This Memorandum of Agreement (this “MOA” or this “Memorandum of Agreement”) is made and entered into on this [DAY] day of [MONTH] [YEAR] (“Effective Date”) by and between:

[PARTY 1], a [PARTY 1 STATE OF INCORP] company, with an office located at [PARTY 1 ADDRESS]; and

[PARTY 2], a [PARTY 2 STATE OF INCORP] company, with an office located at [PARTY 2 ADDRESS];

  1. PURPOSE & SCOPE.

The purpose of this Memorandum of Agreement is to set forth the terms and conditions, scope of work and responsibilities of the parties associated with their collaboration on [DESCRIBE COOPERATIVE PROJECT].

Specifically, both parties will cooperate to develop [SPECIFICS AND OBJECTIVES RELATED TO PROJECT].

  1. BACKGROUND.

Both parties see the benefits of this project, have a desire to pursue the project and have determined that each brings unique expertise and experience necessary to accomplish the objectives outlined above.

[PARTY 1] has unique expertise and experience in the following areas:

PandaTip: This section provides context as to why the parties got together in the first place. What is the value add of each party? What expertise or experience do they have that benefits the team as a whole?

[PARTY 2] has unique expertise and experience in the following areas:

  1. [PARTY 1] RESPONSIBILITIES.

PandaTip: As stated in the first paragraph above, an MOA imposes certain legal obligations. This section makes that perfectly clear. It is here that you want to state what each party’s responsibilities will be in the partnership or cooperation.

[PARTY 1] shall undertake the following activities under this MOA:

  1. [PARTY 2] RESPONSIBILITIES.

[PARTY 2] shall undertake the following activities under this MOA:

  1. TERMS AND CONDITIONS.

It is mutually understood and agreed by and between the parties that:

  1. Each party takes legal and financial responsibility for the actions of its respective employees, officers, agents, representatives and volunteers.  Each party agrees to indemnify, defend and hold harmless the other to the fullest extent permitted by law from and against any and all demands, claims, actions, liabilities, losses, damages, and costs, including reasonable attorney’s fees, arising out of or resulting from the indemnifying party’s acts or omissions related to its participation under this Memorandum of Agreement, and each party shall bear the proportionate cost of any damages attributable to the fault of such party, its officers, agents, employees and independent contractors.  It is the intention of the parties that, where fault is determined to have been contributory, principles of comparative fault will be applied.

  2. Each party, at its sole cost and expense, shall carry insurance or self insure to cover its activities in connection with this MOA, and obtain, keep in force and maintain, insurance or equivalent programs of self-insurance, for general liability, workers compensation and business automobile liability adequate to cover its potential liabilities hereunder.

  3. This MOA may be amended from time to time by mutual agreement of the parties in a written modification signed by both parties.

  4. This MOA may be terminated by mutual agreement of the parties, and shall automatically terminate upon completion of all responsibilities as stated herein, unless otherwise amended.

PandaTip: An alternative to the above termination provision is to allow each party to terminate for convenience with notice, and/or for default under certain circumstances. Be careful though, as you may want some kind of minimum commitment given that you are investing time and resources toward the cooperative effort.

  1. FUNDING; COSTS.

The parties shall each be solely responsible for any and all costs associated with their responsibilities under this MOA.

  1. EFFECTIVE DATE AND SIGNATURE.

This Memorandum of Agreement shall be effective upon the date of the last party to sign this MOA below. The parties indicate agreement with this Memorandum of Agreement by their signatures below.

 

[PARTY 1]

____________________________        ______________

[NAME], [TITLE]                                        DATE

[PARTY 2]

____________________________        ______________

[NAME], [TITLE]                                       DATE

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