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Free Memorandum of Understanding (MOU) Template — Philippines
A Memorandum of Understanding drafted in line with Philippine law for businesses, government partners, NGOs, and academic institutions wishing to formalize collaboration before a full contract is signed. Choose between non-binding, binding, or partially binding form, set out objectives and responsibilities, and download a professional PDF in minutes — fully compliant with the Civil Code of the Philippines and the Data Privacy Act 2012 (RA 10173).
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MEMORANDUM OF UNDERSTANDING
PARTY 1
Maria Cristina Reyes
12F Net Park Building, 5th Avenue, Bonifacio Global City, Taguig 1634
President and Chief Executive Officer, Bayan Technologies, Inc.
009-876-543-000
Phone: +63 2 8888 8888
Email: maria.reyes@bayantech.ph
President and Chief Executive Officer, Bayan Technologies, Inc.
009-876-543-000
Phone: +63 2 8888 8888
Email: maria.reyes@bayantech.ph
By: President and Chief Executive Officer
PARTY 2
Juan Carlos dela Cruz
8F The Trade and Financial Tower, 7th Avenue cor. 32nd Street, BGC, Taguig 1634
Managing Director, Pearl Ventures Holdings Corp.
008-765-432-000
Phone: +63 917 123 4567
Email: juan.delacruz@pearlventures.ph
Managing Director, Pearl Ventures Holdings Corp.
008-765-432-000
Phone: +63 917 123 4567
Email: juan.delacruz@pearlventures.ph
By: Managing Director
Effective: May 1, 2026
Nature: Partially Binding · Duration: 6 months
This Memorandum of Understanding (the "MOU") is entered into as of May 1, 2026 in Makati City, Republic of the Philippines, by and between Maria Cristina Reyes of Bayan Technologies, Inc. ("Party 1") and Juan Carlos dela Cruz of Pearl Ventures Holdings Corp. ("Party 2"), together the "Parties".
This MOU is partially binding. The clauses on Confidentiality, Governing Law, and Dispute Resolution shall be legally binding and enforceable under the Civil Code (RA 386). All other provisions record the mutual understanding and intention of the Parties and are subject to the execution of a formal definitive agreement.
This MOU is partially binding. The clauses on Confidentiality, Governing Law, and Dispute Resolution shall be legally binding and enforceable under the Civil Code (RA 386). All other provisions record the mutual understanding and intention of the Parties and are subject to the execution of a formal definitive agreement.
1.
PURPOSE
The Parties have entered into this MOU to record their mutual understanding regarding the following purpose:
The Parties intend to explore a potential joint business opportunity in the field of cloud computing services and enterprise software solutions. This MOU records the mutual understanding of the Parties regarding the scope of the proposed collaboration, allocation of responsibilities, and terms under which the Parties will evaluate the commercial feasibility of a joint venture in the Philippines and the broader ASEAN region.
This MOU shall remain in effect for 6 months from the Effective Date, unless earlier terminated in accordance with Clause 6 hereof. For the avoidance of doubt, this MOU does not preclude either Party from pursuing similar discussions or arrangements with third parties unless a binding exclusivity agreement is separately executed.
The Parties intend to explore a potential joint business opportunity in the field of cloud computing services and enterprise software solutions. This MOU records the mutual understanding of the Parties regarding the scope of the proposed collaboration, allocation of responsibilities, and terms under which the Parties will evaluate the commercial feasibility of a joint venture in the Philippines and the broader ASEAN region.
This MOU shall remain in effect for 6 months from the Effective Date, unless earlier terminated in accordance with Clause 6 hereof. For the avoidance of doubt, this MOU does not preclude either Party from pursuing similar discussions or arrangements with third parties unless a binding exclusivity agreement is separately executed.
2.
KEY OBJECTIVES
The Parties intend to achieve the following key objectives through this collaboration:
1. Evaluate the technical and commercial feasibility of a joint cloud services platform. 2. Define roles, responsibilities and resource commitments of each Party. 3. Identify potential clients and market segments in the Philippines and Southeast Asia. 4. Agree on governance structure and revenue sharing model for a future joint venture.
1. Evaluate the technical and commercial feasibility of a joint cloud services platform. 2. Define roles, responsibilities and resource commitments of each Party. 3. Identify potential clients and market segments in the Philippines and Southeast Asia. 4. Agree on governance structure and revenue sharing model for a future joint venture.
3.
RESPONSIBILITIES OF THE PARTIES
Party 1 (Maria Cristina Reyes) shall be responsible for:
1. Provide technical expertise in cloud infrastructure and platform development. 2. Assign a technical lead to the joint evaluation committee. 3. Share relevant technical documentation and IP under a separate NDA. 4. Prepare a technical feasibility report within 60 days of execution.
Party 2 (Juan Carlos dela Cruz) shall be responsible for:
1. Provide market research and client pipeline information for enterprise software solutions. 2. Assign a business development lead to the joint evaluation committee. 3. Prepare a commercial feasibility and revenue projection report within 60 days. 4. Facilitate introductions to potential anchor clients in the Philippines.
Unless expressly agreed in writing, neither Party shall incur any financial obligation on behalf of the other Party under this MOU. Each Party shall bear its own costs and expenses in connection with this MOU.
1. Provide technical expertise in cloud infrastructure and platform development. 2. Assign a technical lead to the joint evaluation committee. 3. Share relevant technical documentation and IP under a separate NDA. 4. Prepare a technical feasibility report within 60 days of execution.
Party 2 (Juan Carlos dela Cruz) shall be responsible for:
1. Provide market research and client pipeline information for enterprise software solutions. 2. Assign a business development lead to the joint evaluation committee. 3. Prepare a commercial feasibility and revenue projection report within 60 days. 4. Facilitate introductions to potential anchor clients in the Philippines.
Unless expressly agreed in writing, neither Party shall incur any financial obligation on behalf of the other Party under this MOU. Each Party shall bear its own costs and expenses in connection with this MOU.
4.
CONFIDENTIALITY
Each Party agrees to keep confidential all non-public information disclosed by the other Party in connection with this MOU, including all discussions, data, documents, plans, and materials (the "Confidential Information"). Neither Party shall disclose Confidential Information to any third party without the prior written consent of the disclosing Party, or use Confidential Information for any purpose other than fulfilling obligations under this MOU. This obligation of confidentiality shall survive the expiry or termination of this MOU for a period of two (2) years. Trade secrets shall remain protected for as long as they retain trade secret status, consistent with Air Philippines Corp. v. Pennswell, Inc., G.R. No. 172835 (December 13, 2007). Standard exclusions apply for information that is publicly available, independently developed, or required to be disclosed by law.
5.
AMENDMENT AND TERMINATION
This MOU may be amended by mutual written agreement signed by authorised representatives of both Parties. Either Party may terminate this MOU by providing 30 days' prior written notice to the other Party. Termination shall not affect any accrued rights or obligations of either Party, nor shall it affect any clause which by its nature is intended to survive termination (including, if applicable, Confidentiality and Dispute Resolution).
6.
GOVERNING LAW AND VENUE
This MOU is governed by and construed in accordance with the laws of the Republic of the Philippines. The Parties irrevocably submit to the exclusive jurisdiction of the Regional Trial Court of Makati City for the resolution of any dispute arising out of or in connection with this MOU, in accordance with Rule 4, Section 4 of the 1997 Rules of Civil Procedure. The Parties may, by mutual agreement, refer disputes to mediation or arbitration under the Alternative Dispute Resolution Act of 2004 (RA 9285) prior to or in lieu of court proceedings.
7.
GENERAL PROVISIONS
No Joint Venture or Partnership: Nothing in this MOU shall be construed as creating a joint venture, partnership under Civil Code Articles 1767-1867, agency, or employment relationship under the Labor Code (PD 442) between the Parties. Entire Understanding: This MOU represents the entire mutual understanding of the Parties regarding its subject matter and supersedes all prior discussions, correspondence, or understandings on the same subject. Counterparts: This MOU may be executed in counterparts, each of which constitutes an original, and all forming one instrument. Electronic Execution: Electronic signatures are valid under the Electronic Commerce Act of 2000 (Republic Act No. 8792), particularly Sections 7 and 8. Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
PARTY 1
President and Chief Executive Officer
Maria Cristina Reyes
Date: ____________________
PARTY 2
Managing Director
Juan Carlos dela Cruz
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What is a Memorandum of Understanding?
A Memorandum of Understanding — commonly known as an MOU — is a document signed by two or more parties to record a shared understanding of objectives, responsibilities, and the framework for working together. In the Philippines, the MOU sits between a non-binding letter of intent and a fully binding contract: depending on the language chosen, it may either be entirely non-binding, partially binding (typically as to confidentiality, exclusivity, and dispute resolution), or fully binding. Whether or not the MOU rises to the level of a contract is a question of intent, judged under Article 1305 of the Civil Code (Republic Act 386) and the consensual contract doctrine in PNB v. Court of Appeals (G.R. No. 116181) and Lopez v. NLRC (G.R. No. 124686).
MOUs are widely used across the Philippine business and institutional landscape. Corporations registered with the Securities and Exchange Commission (SEC) under the Revised Corporation Code (RA 11232) sign MOUs at the start of joint ventures, distribution arrangements, technology transfers, and merger or acquisition negotiations. Government agencies and Local Government Units (LGUs) under the Local Government Code (RA 7160) routinely conclude MOUs with private partners for public-private partnerships, training programs, or community projects. Universities and research institutions, including the Department of Science and Technology (DOST), the Commission on Higher Education (CHED), and the Philippine Council for Industry, Energy and Emerging Technology Research and Development (PCIEERD), use MOUs to anchor academic exchanges, joint research, and grant collaborations across the Philippines.
Three legal regimes apply at once. First, contract law: Article 1318 of the Civil Code requires consent, object, and cause for any binding agreement; even a non-binding MOU should make the parties' intent unmistakable. Second, partnership law: Articles 1767 to 1867 of the Civil Code state that intent to share profits in a common undertaking creates a partnership requiring SEC registration when capital is ₱3,000 or more (Art. 1772); a poorly worded "MOU" describing profit splits and joint management can be re-classified as a partnership by Philippine courts, with all the fiduciary, tax, and liability consequences that follow. Third, data protection: where the MOU contemplates exchange of personal data, the Data Privacy Act 2012 (RA 10173) and NPC Circulars 16-01, 16-02, and 16-03 of the National Privacy Commission of the Philippines impose specific obligations on both parties.
What this template covers
The Doxuno MOU template includes every clause required for a clear collaboration framework in the Philippines, plus optional Expert sections for binding obligations, data processing, and PDRCi arbitration.
Parties and capacity
Full corporate name, SEC registration, TIN, and authorized signatories
Purpose and recitals
Background, common goals, and rationale of the collaboration
Key objectives
Numbered list of specific objectives the parties intend to achieve
Responsibilities of each party
Concrete contributions: resources, personnel, funding, premises, expertise
Term, effective date, and renewal
Duration, automatic or notice-based renewal, milestones
Binding vs non-binding clauses
Clear indication of which sections create legal obligations
Confidentiality
Protection of shared business and technical information
Data Privacy Act 2012 (RA 10173)
Personal data sharing and NPC compliance clauses
Intellectual property
Pre-existing IP and treatment of jointly created work
Dispute resolution — PDRCi arbitration
Optional institutional arbitration under RA 9285 in Makati
Governing law and venue
Philippine law and Regional Trial Court jurisdiction
General provisions
Amendment, severability, notices, and electronic execution under RA 8792
How to create your Memorandum of Understanding
No prior legal training required. The Doxuno generator walks you through every section, with Philippine-specific guidance for binding language, partnership avoidance, and data privacy.
- 1
Identify the parties and confirm capacity
Provide the full registered name, SEC registration number under the Revised Corporation Code (RA 11232), TIN issued by the BIR, principal office address, and authorized signatory of each party. For LGUs and government agencies, indicate the Sanggunian Resolution or Department Order authorizing the signatory, since lack of authority renders the MOU void under Article 1318 of the Civil Code of the Philippines. For NGOs, confirm SEC registration and the most recent Board Resolution.
- 2
State the purpose, background, and key objectives
In the recitals, describe the context of the collaboration: what each party does, why the collaboration is being formed, and what shared interest it serves. Then list specific, measurable objectives — for example, "Joint development of a digital learning module for Filipino SMEs", "Co-organization of a training program in Cebu City for 200 participants", or "Exclusive distribution arrangement for Region IV-A". Vague objectives are the leading source of MOU disputes before the Regional Trial Courts of the Philippines because they obscure whether obligations are merely aspirational or contractually binding.
- 3
Allocate responsibilities clearly
For each party, list concrete responsibilities: resources to be contributed, personnel to be deployed, funding to be provided in PHP, premises to be made available, technical expertise to be shared, deliverables to be produced. Avoid language that suggests shared profits or joint management of a common business — under Article 1767 of the Civil Code of the Philippines this can re-classify the arrangement as a partnership, triggering SEC registration under Article 1772, joint and several liability among partners, and partnership-level taxation under Section 26 of the NIRC.
- 4
Choose binding vs non-binding character
Decide whether the MOU is fully binding, partially binding (typical: confidentiality, exclusivity, dispute resolution clauses are binding while substantive obligations remain aspirational pending a definitive contract), or fully non-binding. State the choice expressly — Philippine courts in PNB v. Court of Appeals (G.R. No. 116181) and Lopez v. NLRC (G.R. No. 124686) examine the parties' intent and the level of detail in the document. Confidentiality and Data Privacy Act 2012 obligations should always be drafted as binding even in an otherwise non-binding MOU.
- 5
Set duration, dispute resolution, and download
Specify the effective date, term (commonly 1 to 3 years), and renewal mechanism. Choose the dispute resolution route: Regional Trial Court of a designated Philippine venue (commonly Makati, Taguig, Quezon City, Manila, or Cebu City), or institutional arbitration before the Philippine Dispute Resolution Center, Inc. (PDRCi) under the Alternative Dispute Resolution Act 2004 (RA 9285). For natural-person MOUs in the same locality, include a barangay conciliation reference under RA 7160. Doxuno generates a clean, professional PDF — sign, date, and notarize before a Notary Public commissioned by the Executive Judge of the RTC for stronger evidentiary weight.
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Every template is written natively for its country, grounded in the specific statutes that govern it, and kept current as the law changes — never a generic form pushed through translation.
Legal considerations in the Philippines
Whether an MOU is binding turns on intent and detail rather than label. The four areas below decide most disputes about Philippine MOUs.
This template is provided for informational purposes only and does not constitute legal advice. For high-value collaborations, public-private partnerships under RA 6957 (BOT Law) and RA 11232, or transboundary MOUs, please consult a licensed Philippine lawyer admitted to the Integrated Bar of the Philippines (IBP).
Reviewed by legal professionals. The clauses have been reviewed against the Civil Code of the Philippines, the Revised Corporation Code (RA 11232), the Local Government Code (RA 7160), and the Data Privacy Act 2012, ensuring legal soundness for ordinary Philippine collaborations.
When does an MOU become a binding contract under Philippine law?
The Philippine doctrine on the binding force of an MOU is founded on Article 1305 of the Civil Code (a contract is a meeting of minds whereby one binds himself to give something or render some service) and Article 1318 (essential requisites: consent of contracting parties, object certain which is the subject matter, and cause of the obligation). Where these requisites are present and the language is sufficiently definite, an MOU is enforceable as a contract regardless of its title — see PNB v. Court of Appeals (G.R. No. 116181), Manila Metal Container Corp. v. PNB (G.R. No. 166862), and Boysaw v. Interphil Promotions (G.R. No. L-22590). Conversely, an MOU phrased in aspirational terms ("the parties intend to explore", "subject to a definitive agreement") is generally non-binding. Best practice in the Philippines is to mark each section binding or non-binding explicitly so neither party can later claim surprise.
MOU vs partnership: avoiding accidental Civil Code Art. 1767 reclassification
Article 1767 of the Civil Code of the Philippines defines a partnership as a contract whereby two or more persons bind themselves to contribute money, property, or industry to a common fund with the intention of dividing the profits among themselves. An MOU describing shared management of a venture and division of profits will be treated as a partnership — see Heirs of Tan Eng Kee v. Court of Appeals (G.R. No. 126881) and Pascual v. Commissioner of Internal Revenue (G.R. No. 78133). Consequences are significant: registration with the SEC is required for capital of ₱3,000 or more (Article 1772), partners face joint and several liability for partnership debts (Articles 1816-1822), and the partnership is taxed separately under Section 26 of the NIRC. To stay out of partnership territory, the MOU should describe coordinated but separate operations, allocate costs and revenues independently, and expressly disclaim partnership intent — language that Philippine courts in Lim Tong Lim v. Philippine Fishing Gear (G.R. No. 136448) confirm courts respect when supported by the actual conduct of the parties.
Data Privacy Act 2012 (RA 10173) when sharing personal data under an MOU
When the MOU contemplates exchange of personal data — for example client lists, employee records, student profiles, or research participant data — the Data Privacy Act 2012 (RA 10173) and NPC Circular 16-02 on Data Sharing Agreements apply. Each party may act as a Personal Information Controller, joint controller, or Personal Information Processor, depending on the role assumed. The MOU (or a separate Data Sharing Agreement attached to it) must specify the lawful basis for sharing under Section 12 of the Act, the categories of data, the purpose, retention periods, security measures consistent with NPC Circular 16-01, breach notification under NPC Circular 16-03, and rights of data subjects under Sections 16 to 19. Cross-border transfers from the Philippines to non-adequate jurisdictions require additional safeguards. The National Privacy Commission may impose administrative fines up to ₱5,000,000 per violation under NPC Circular 2022-01, plus criminal penalties for wilful breaches.
Dispute resolution: RTC, barangay conciliation, and PDRCi arbitration
Disputes arising from a binding MOU between Philippine corporations are typically brought before the Regional Trial Court (RTC) of the venue stipulated in the agreement, under Rule 4 of the Rules of Court. Where both parties are Filipino natural persons residing in the same city or municipality, the Katarungang Pambarangay Law (RA 7160, Sections 408-422) requires prior conciliation before the Lupong Tagapamayapa as a precondition to filing in court — this does not apply when one party is a corporation or LGU. As a faster, more confidential alternative, the MOU may include an arbitration clause under the Alternative Dispute Resolution Act of 2004 (RA 9285) referring disputes to the Philippine Dispute Resolution Center, Inc. (PDRCi) in Makati, the Philippine International Center for Conflict Resolution (PICCR), or for transboundary matters the Singapore International Arbitration Centre (SIAC). Provisional injunctive relief from the RTC remains available in support of arbitration under Section 28 of RA 9285 in the Philippines.
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