Free Memorandum of Understanding Template

PURPOSE

The purpose of this MOU is to record the parties' shared objectives and the framework for their proposed collaboration, as follows: To establish a framework for joint development and commercialisation of next-generation carbon capture materials, leveraging GreenTech's industrial expertise and the Consortium's academic research capabilities, with a view to entering into a Definitive Collaboration Agreement by Q3 2026.. This MOU is intended to facilitate good-faith discussions with a view to the parties entering into one or more definitive, legally binding agreements (each a "Definitive Agreement") addressing the matters described in this MOU.

SCOPE OF COOPERATION

The intended areas of cooperation include, but are not limited to: Joint RandD activities; technology transfer; commercialisation of jointly developed intellectual property; co-authored publications; joint grant applications to Innovate UK, EPSRC and Horizon Europe successor schemes. The precise activities, deliverables, obligations, timelines and financial terms shall be elaborated in any Definitive Agreement.

DURATION

This MOU shall take effect on 2026-05-01 and remain in force for a period of twenty-four (24) months from the Effective Date. It may be terminated earlier in accordance with Clause 11, or extended by mutual written agreement.

LEGAL STATUS — NON-BINDING FRAMEWORK

The parties intend that, save for the Binding Clauses identified below, this MOU is not legally binding and does not give rise to contractual obligations between them. The parties record that, in accordance with the principles in Rose and Frank Co v JR Crompton and Bros Ltd [1925] AC 445, their commercial intent is expressly framed as a statement of mutual understanding rather than an enforceable contract. The following clauses are, however, intended to be binding and shall be severable and enforceable notwithstanding the remainder of this MOU (applying the principles recognised in RTS Flexible Systems Ltd v Molkerei Alois Müller GmbH and Co KG [2010] UKSC 14): Clause 8 (Costs); Clause 9 (Confidentiality); Clause 10 (Exclusivity); Clause 11 (Termination and Dispute Resolution); Clause 13 (Governing Law). Nothing in this MOU, whether binding or non-binding, shall constitute a partnership, joint venture, agency or employment relationship between the parties, nor empower either party to bind or incur liability on behalf of the other. The fact that this MOU is largely non-binding does not limit either party's liability under the Misrepresentation Act 1967 for any false statement of fact knowingly, negligently or otherwise wrongly made in reliance on which the other has acted.

INTENDED CONTRIBUTIONS AND GOVERNANCE

The parties record the following indicative contributions and responsibilities, which are statements of intent only and not binding commitments:

Party A: Indicative funding of up to £200,000; access to pilot manufacturing facilities in Trafford; industry expertise and commercial networks; secondment of two senior engineers.
Party B: Research personnel (up to four PhD students and two post-doctoral researchers); laboratory facilities at the Leeds node; access to academic publications and research networks; secondment of one principal investigator.

Next steps and milestones: Convene first steering committee within 30 days of signature; agree work plan by Q2 2026; submit joint Innovate UK application by Q3 2026; review progress quarterly.

Decision-making: decisions on matters within the scope of this MOU shall be taken by a steering committee comprising an equal number of representatives from each party, which shall meet not less than quarterly.

PUBLICITY AND ANNOUNCEMENTS

Neither party shall make any public announcement, press release, marketing communication or statement on social media concerning the existence or subject matter of this MOU or the proposed collaboration without the prior written consent of the other party, save where such disclosure is required by law, the rules of any recognised stock exchange, or any governmental or regulatory authority.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has the authority to enter into this MOU; (b) entry into this MOU does not conflict with any existing obligation owed to a third party; and (c) any information or statement of fact provided to the other party in connection with this MOU is, to the best of its knowledge and belief, true, accurate and not misleading (acknowledging the Misrepresentation Act 1967).

COSTS (BINDING)

Each party shall bear its own costs and expenses incurred in connection with the collaboration and the preparation of any Definitive Agreement, including its own legal, accounting and advisory fees. This clause is intended to be legally binding.

CONFIDENTIALITY (BINDING)

Notwithstanding the largely non-binding nature of this MOU, the parties agree that this clause is legally binding. Each party shall keep in strict confidence all non-public information disclosed by or on behalf of the other party in connection with this MOU or the proposed collaboration, including the existence and contents of this MOU ("Confidential Information"). This obligation gives contractual effect to, and operates alongside, the common law duty of confidence (see Coco v A. N. Clark (Engineers) [1968] FSR 415). Any information qualifying as a trade secret within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018 shall additionally be protected in accordance with those Regulations. Confidential Information may be disclosed only: (a) to employees, officers, agents or professional advisers on a need-to-know basis subject to equivalent confidentiality obligations; (b) as required by law, regulation or order of a court of competent jurisdiction; or (c) with the prior written consent of the disclosing party. These obligations shall survive termination of this MOU for a period of three (3) years, or indefinitely in respect of trade secrets.

EXCLUSIVITY (BINDING)

For a period of six (6) months from the Effective Date, in respect of third parties engaged in comparable carbon-capture-materials RandD (the "Exclusivity Period"), neither party shall, directly or indirectly, solicit, initiate, encourage or enter into discussions with any third party regarding a transaction or collaboration that is substantially similar in scope to that contemplated by this MOU and that would reasonably be expected to prevent, delay or hinder the subject matter of this MOU. This clause is intended to be legally binding.

TERMINATION AND DISPUTE RESOLUTION (BINDING)

Either party may terminate this MOU by giving the other not less than 30 days' written notice. Either party may also terminate with immediate effect on written notice if the other party becomes insolvent, enters administration or liquidation, or materially breaches a binding obligation and fails to remedy such breach within 30 days of written notice. Before commencing any court or arbitral proceedings (other than for urgent injunctive relief), the parties shall attempt in good faith to resolve any dispute arising out of or in connection with the binding provisions of this MOU by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure; if not resolved within 30 days of the start of the mediation, either party may commence proceedings. This clause is intended to be legally binding.

INTELLECTUAL PROPERTY

Any intellectual property jointly created by the parties in the course of the collaboration ("Foreground IP") shall, as between them, be jointly owned in equal shares, subject to the parties agreeing the detailed licensing and commercialisation arrangements in any Definitive Agreement. Each party retains sole ownership of its pre-existing intellectual property ("Background IP"). Grants of any licence under Background IP shall be dealt with in the Definitive Agreement. This clause is a statement of intent and, save as regards preservation of pre-existing ownership, is not intended to be legally binding until reflected in a Definitive Agreement.

GOVERNING LAW AND JURISDICTION (BINDING)

This MOU, to the extent that it creates binding obligations under Clause 4, and any dispute or claim arising out of or in connection with those binding obligations (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Subject to any arbitration clause above, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. This clause is intended to be legally binding.

GENERAL PROVISIONS

Entire agreement: This MOU represents the parties' entire understanding concerning the proposed collaboration as at the Effective Date and supersedes all prior statements, discussions and drafts on that subject.

Variation: No variation of this MOU is effective unless made in writing and signed by or on behalf of both parties.

Severance: If any provision is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions shall continue in full force. This is of particular importance to the Binding Clauses, which are intended to operate independently of the non-binding remainder.

Assignment: Neither party may assign or transfer any of its rights under this MOU without the prior written consent of the other, save to a group company.

Third-party rights: A person who is not a party to this MOU has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Counterparts: This MOU may be signed in counterparts, and delivery by email (PDF) or qualified electronic signature is effective.