Memorandum of Understanding (MOU)
Usually non-binding commercial intent document with express non-binding clause and binding carve-outs.
How to use this template
1) Fill purpose, roles, and timeline. 2) Keep commercial terms non-binding via the express clause. 3) Mark confidentiality/costs/governing law as binding if you intend that. 4) Move to a definitive agreement next; do not close a major deal on an MOU alone.
Legal notes (read before signing)
MOUs are usually intent documents, but words like “shall/agree to pay” can create unintended obligations. This sample keeps commercial terms non-binding with binding carve-outs. Finalise material collaborations with an advocate.
Authority reference: Contract Act 1872 principles; market practice on non-binding MOUs. Reviewer: Pending lawyer panel review. Next review: 2026-10-01.
Interactive draft
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MEMORANDUM OF UNDERSTANDING (MOU) Date: [date] Parties: 1. [party A name], Address: [address A] (“Party A”). 2. [party B name], Address: [address B] (“Party B”). 1. Purpose 1.1 The parties wish to discuss a possible collaboration regarding [subject of collaboration]. 2. Non-binding (principal clause) 2.1 The commercial terms of this MOU (scope, roles, timeline, funding, pricing, etc.) do not create legal obligations and are not a definitive agreement. Neither party may claim damages solely for failure to proceed under this MOU, except under the binding clauses below. 3. Binding carve-outs 3.1 The following clauses are legally binding from the date of signature: (a) Confidentiality (Clause 7); (b) Costs (Clause 8); (c) Governing law and disputes (Clause 9). 4. Scope and roles (non-binding) 4.1 Intended scope: [scope]. 4.2 Party A’s intended role: [role A]. 4.3 Party B’s intended role: [role B]. 5. Timeline and funding (non-binding) 5.1 Intended timeline: [timeline]. 5.2 Intended funding/budget: [funding details]. 6. Good-faith negotiation 6.1 The parties will endeavour in good faith to negotiate a definitive agreement titled [definitive agreement name]. Failure of negotiations creates no liability except under binding clauses. 7. Confidentiality (binding) 7.1 Confidential information obtained in these discussions shall be kept confidential for [confidentiality months] months, except as required by law. 8. Costs (binding) 8.1 Each party bears its own costs unless otherwise agreed in writing. 9. Governing law (binding) 9.1 This MOU is governed by the laws of Bangladesh. Disputes: [forum]. 10. Termination / walk-away 10.1 Either party may terminate this MOU by [notice days] days’ written notice. Binding clauses survive termination. 11. No partnership / agency 11.1 Nothing in this MOU creates a partnership, joint venture or agency. 12. Next steps 12.1 Next steps: [draft formal contract / date / owner]. Signatures Party A: ____________________ Date: __________ Party B: ____________________ Date: __________
What each clause means
Parties & purpose
Why this understanding exists.
Non-binding clause
Commercial terms are not legally binding.
Binding carve-outs
Confidentiality, costs, governing law.
Scope & roles
Who intends to do what.
Timeline & funding
Planned timing and money — non-binding.
Good-faith negotiation
Toward a definitive agreement.
Termination
Either party may walk away.
No partnership
No partnership or agency created.
Next steps
Placeholder for a formal contract.
Preview
MEMORANDUM OF UNDERSTANDING (MOU) Date: [date] Parties: 1. [party A name], Address: [address A] (“Party A”). 2. [party B name], Address: [address B] (“Party B”). 1. Purpose 1.1 The parties wish to discuss a possible collaboration regarding [subject of collaboration]. 2. Non-binding (principal clause) 2.1 The commercial terms of this MOU (scope, roles, timeline, funding, pricing, etc.) do not create legal obligations and are not a definitive agreement. Neither party may claim damages solely for failure to proceed under this MOU, except under the binding clauses below. 3. Binding carve-outs 3.1 The following clauses are legally binding from the date of signature: (a) Confidentiality (Clause 7); (b) Costs (Clause 8); (c) Governing law and disputes (Clause 9). 4. Scope and roles (non-binding) 4.1 Intended scope: [scope]. 4.2 Party A’s intended role: [role A]. 4.3 Party B’s intended role: [role B]. 5. Timeline and funding (non-binding) 5.1 Intended timeline: [timeline]. 5.2 Intended funding/budget: [funding details]. 6. Good-faith negotiation 6.1 The parties will endeavour in good faith to negotiate a definitive agreement titled [definitive agreement name]. Failure of negotiations creates no liability except under binding clauses. 7. Confidentiality (binding) 7.1 Confidential information obtained in these discussions shall be kept confidential for [confidentiality months] months, except as required by law. 8. Costs (binding) 8.1 Each party bears its own costs unless otherwise agreed in writing. 9. Governing law (binding) 9.1 This MOU is governed by the laws of Bangladesh. Disputes: [forum]. 10. Termination / walk-away 10.1 Either party may terminate this MOU by [notice days] days’ written notice. Binding clauses survive termination. 11. No partnership / agency 11.1 Nothing in this MOU creates a partnership, joint venture or agency. 12. Next steps 12.1 Next steps: [draft formal contract / date / owner]. Signatures Party A: ____________________ Date: __________ Party B: ____________________ Date: __________
AdalotBD provides legal information, not legal advice, and is not a law firm. AI answers may be wrong. For your specific situation, consult a qualified advocate in Bangladesh. Legal information, not advice