7/19/2019 Memorandum of Agreement Template - Get Free Sample

Memorandum of Agreement Template

i 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 o ice located at [PARTY 1
ADDRESS]; and

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

i What is a memorandum of agreement?

A memorandum of agreement is a cooperative agreement between two or more parties,
documenting the details of the collaboration, but different from a memorandum of
understanding, the agreement is more likely to impose obligations on those involved.

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].

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

2. BACKGROUND.
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Both parties see the bene its 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:

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

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

3. [PARTY 1] RESPONSIBILITIES.

i PandaTip: As stated in the irst 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:

4. [PARTY 2] RESPONSIBILITIES.

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

5. TERMS AND CONDITIONS.

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

1. Each party takes legal and inancial responsibility for the actions of its respective
employees, o icers, 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 o icers, agents, employees
Templates Agreements
and independent contractors.  It is theMemorandum
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of the template
parties Template
that, where fault is

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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 modi ication 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.

i 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.

6. FUNDING; COSTS.

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

7. 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

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[PARTY 2]
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____________________________        ______________

[NAME], [TITLE]                                       DATE

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