![]() Parties may, at their discretion, enter into a Non-Disclosure Agreement to ensure sensitive information and trade secrets are kept confidential. Parties may not share any disclosed confidential information with unauthorized third parties. The Parties agree to keep all confidential information and trade secrets in the strictest of confidence during the working relationship. Due to the nature of the Parties' businesses and intent to establish a working relationship together, confidential information may be shared between the Parties. Parties agree that they each use confidential, sensitive information to achieve their individual business goals. The Facilitator will update the Parties of the project's preparation status and will provide a copy upon request from any party of any correspondence (letters, emails, etc.) pertaining to the project. The Coordinator agrees not to change any report, relevant information, or data provided by the Facilitator without prior approval. This is done with the intention of preparing and submitting the project in a timely manner. The Parties agree to: i) meet or correspond as needed to plan ahead and try to determine all the relevant information of the proposal ii) each entity shall use their greatest effort to compile all the transcripts, relevant information, and data required for the development of the initiative and to supply them to the Facilitator in due time. Parties agree to uphold their roles and responsibilities in a committed, good-faith manner. Partner B Roles and Responsibilities shall include (Enter Partner B's responsibilities). ![]() Include details such as reporting requirements, purchase dates, deadline dates, and other pertinent information that needs to be noted). Be as specific as possible, and list the information directly related to Partner A's business and desires as put forth in the recitals. Partner A Roles and Responsibilities shall include (Enter Partner A's responsibilities here. There’s just one final thing that seems the most important, but I’ve seen missed too many times to count: an MOU is not a contract.To achieve Parties' mutual desires, each party agrees to the following roles and responsibilities. ![]() You can even use them to negotiate complex issues ahead of the main contract. If you don’t, just include the words ‘subject to contract’ – simple. It really can be whatever you want it to be – if you want it to be legally binding, then state that intention in the wording. Some parts (confidentiality, exclusivity, law and jurisdiction, and so on) may be legally binding and others not. If they don’t win there was no contract anyway, but the MOU sets down the purpose, the intention and the details of how they will conduct themselves prior to winning the tender. ![]() For example, two organisations intend to partner to bid for a contract. What then is an MOU and where should it be used?Īn MOU is best employed in commercial transactions where the parties wish to document their intent to contract in the future. I set out to tackle this confusion once and for all. In my career, I’ve seen MOU’s used in place of contracts, and had confusion registered at my pointing out that if it contains the four pillars of offer, acceptance, intent to create legal relations and consideration then, regardless of what you call it, it is legally binding. I believe the private sector has a decent grasp of the use of MOU’s, but the public sector (including social enterprises spinning out of the public sector) is a long way behind. It’s as though this much-needed tool has been forgotten about or, worse, has fallen foul of rumours that then get taken as gospel by the organisation, the biggest of course being that they’re not legally binding. Bouncing this off of procurement professionals I network with, I was surprised to see the same blank look. I then asked how and where they should be used. Everyone, as expected, told me that it was an acronym for memorandum of understanding – fine. In a recent seminar I was running I asked if everyone knew what an ‘MOU’ was.
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