mou

A Memorandum of Understanding (MOU) is a formal document that records the understanding between two or more parties regarding an intended cooperative relationship. It is typically used to outline the goals, scope, and framework for future collaboration and to serve as a basis for further negotiation. In many cases an MOU is non-binding, expressing mutual intent rather than enforceable obligations. However, if the text specifies certain provisions as binding—such as confidentiality, non-discrimination, intellectual property rights, or dispute resolution—those clauses may be enforceable.

A typical MOU identifies the parties, states the purpose, describes the scope of cooperation, outlines roles and responsibilities, sets timelines and milestones, and may address governance, funding arrangements, intellectual property, confidentiality, termination, and dispute resolution. It is common for MOUs to include provisions on data sharing, publication, and compliance with applicable laws.

MOUs are widely used in international diplomacy and government administration, corporate partnerships, academic collaborations, and non-governmental organizations. They can serve as precursors to binding contracts, provide a framework for joint projects, or establish ongoing relationships without committing to specific terms.

Because MOUs are often relied upon as evidence of intent, clear, precise language is important to prevent misunderstandings. Parties should consider whether to keep the document non-binding or to specify which parts are legally binding and under what governing law.