What is a Memorandum of Understanding (MOU)?

A Memorandum of Understanding (MOU) is a written agreement between two or more parties that outlines the terms and details of a planned collaboration, partnership, or project. It describes shared goals, individual responsibilities, timelines, and other key terms. MOUs are widely used in business partnerships, government collaborations, nonprofit initiatives, and academic research agreements.

Is an MOU legally binding in the United States?

It depends on the language used. An MOU can be legally binding if it contains clear terms, mutual consideration, and language indicating the parties intend to be bound. However, many MOUs are intentionally drafted as non-binding to reflect a preliminary understanding before a formal contract is signed. Including a clause that explicitly states the document is non-binding (or binding) removes ambiguity.

What is the difference between an MOU and a contract?

A contract is a legally enforceable agreement with specific obligations and remedies for breach. An MOU typically describes shared intentions and responsibilities at a higher level and may or may not be legally binding. Many organizations use an MOU to establish a framework and then follow up with a formal contract once the details are finalized.

When should I use an MOU instead of a contract?

Use an MOU when you want to document shared goals and responsibilities before committing to a formal contract. MOUs are common in the early stages of partnerships, joint ventures, grant-funded projects, government interagency agreements, and international collaborations where the full details are still being negotiated.

Can an MOU be used between government agencies?

Yes. Interagency MOUs are one of the most common applications. Federal, state, and local government agencies routinely use MOUs to coordinate programs, share resources, and define cooperation on joint initiatives. These are sometimes called Interagency Agreements (IAAs) depending on the jurisdiction.

How long does an MOU last?

The duration of an MOU is set by the parties. Most MOUs run for one to five years and include provisions for renewal or extension. Some project-based MOUs expire automatically once the project is completed or the stated objectives are achieved.

Can either party terminate an MOU early?

Yes. Most MOUs include a termination clause allowing either party to withdraw with written notice, typically 30 to 90 days in advance. The termination clause should also address how shared resources, pending obligations, and confidential information will be handled after termination.

Does an MOU need to be notarized?

No. Notarization is not required for an MOU to be valid in the United States. The signatures of authorized representatives from each party are sufficient. However, some government or institutional MOUs may have internal policies requiring notarization or witness signatures.

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MEMORANDUM OF UNDERSTANDING

Non-binding · Governed By The Law Of The State Of New York

FIRST PARTY

Greenfield Community Foundation

200 Park Avenue, Suite 1500, New York, NY 10166

SECOND PARTY

Riverdale Innovation Lab

750 Technology Drive, Austin, TX 78701

Effective: April 1, 2026

Non-Binding · Duration: 2 years

Governing State: New York

This Memorandum of Understanding (this "MOU") is entered into as of April 1, 2026 by and between Greenfield Community Foundation (of 200 Park Avenue, Suite 1500, New York, NY 10166; represented by Sarah J. Mitchell, Executive Director; email sarah@greenfieldfdn.org; tel. (212) 555-0142) ("First Party") and Riverdale Innovation Lab (of 750 Technology Drive, Austin, TX 78701; represented by David R. Thompson, Chief Operating Officer; email david@riverdalelab.com; tel. (512) 555-0398) ("Second Party") (each a "Party" and collectively the "Parties"), and is governed by the law of the State of New York. This MOU sets forth the Parties' mutual understanding regarding their collaboration as described herein.

PURPOSE AND BACKGROUND

The Parties enter into this MOU for the following purpose: To establish a collaborative framework for developing community-based technology education programs that serve underrepresented populations in urban areas.. This MOU establishes a framework for collaboration and memorializes the Parties' shared understanding of their respective roles, responsibilities, and expectations, undertaken in good faith. The binding or non-binding character of this MOU is determined expressly by the "Binding Effect" provision below rather than by implication, consistent with the principle that a preliminary writing may or may not constitute an enforceable contract depending on the parties' manifested intent and the definiteness of their terms (Restatement (Second) of Contracts §§26, 27; Empro Mfg. Co. v. Ball-Co Mfg., Inc., 870 F.2d 423 (7th Cir. 1989)).

SCOPE OF COLLABORATION

The scope of the Parties' collaboration under this MOU shall encompass the following areas and activities: Joint development of curriculum, shared use of facilities and equipment, co-sponsorship of community workshops and hackathons, and mutual referral of program participants.. The Parties agree to work together in good faith within the scope described above and shall not unilaterally expand it without prior written agreement. Any activity outside this scope requires a separate written agreement. The Parties shall meet regularly to review progress and to assess whether the scope should be modified.

KEY OBJECTIVES

The Parties have identified the following key objectives for their collaboration under this MOU:

Launch three community coding workshops per quarter
Develop a shared online learning platform
Achieve 500 program participants within first year
Establish mentor matching program between industry professionals and students

The Parties shall work together in good faith to achieve these objectives. Achievement may depend on factors beyond either Party's control, and this MOU does not guarantee any particular result. The Parties shall periodically review progress and adjust their plans as necessary.

DURATION AND TERM

This MOU shall become effective on the Effective Date and shall remain in effect for 2 years (the "Term"), unless earlier terminated by either Party in accordance with the termination provisions herein. Upon expiration of the initial Term, this MOU may be renewed for additional periods by mutual written agreement. During the Term, either Party may propose modifications by written notice; modifications are effective only upon a written amendment signed by both Parties.

PERFORMANCE STANDARD

In carrying out their respective responsibilities under this MOU, each Party shall act with commercially reasonable efforts. The Parties acknowledge that the meaning and enforceability of efforts clauses is a matter of governing-state law. For the State of New York: Under New York law a "best efforts" clause imposes an objective benchmark: the obligor must act in good faith "to the extent of its own total capabilities" and at least as well as an average prudent comparable performer (Bloor v. Falstaff Brewing Corp., 601 F.2d 609 (2d Cir. 1979)). New York does not recognize a clean tier between "best" and "reasonable" efforts, so the benchmark should be specified. A "commercially reasonable efforts" standard requires the steps a reasonable business would take to achieve the objective, weighing cost, likelihood of success, and the Party's own legitimate interests.

FIRST PARTY RESPONSIBILITIES

Greenfield Community Foundation shall be responsible for the following obligations and contributions under this MOU: Provide funding for program materials and instructor compensation
Secure community venue partnerships
Coordinate volunteer recruitment and management. The First Party shall perform with due diligence and care, allocate sufficient resources, promptly notify the Second Party of any circumstance that may prevent performance, and designate a primary point of contact.

SECOND PARTY RESPONSIBILITIES

Riverdale Innovation Lab shall be responsible for the following obligations and contributions under this MOU: Develop curriculum and course materials
Provide technology infrastructure and equipment
Supply technical instructors and mentors. The Second Party shall perform with due diligence and care, allocate sufficient resources, promptly notify the First Party of any circumstance that may prevent performance, and designate a primary point of contact.

SHARED RESPONSIBILITIES

The Parties shall jointly undertake the following shared responsibilities: Joint marketing and outreach to target communities
Program evaluation and impact measurement
Grant writing for additional funding sources. The Parties shall coordinate to avoid duplication, each contribute its fair share of effort and resources, and make decisions on shared responsibilities jointly with equal input.

RESOURCE COMMITMENTS

The Parties agree to commit the following resources to support the collaboration: First Party: 2 full-time staff, office space, community outreach network. Second Party: Computer lab with 30 workstations, 3 technical instructors, proprietary learning platform.. Each Party shall bear the cost of its own committed resources unless otherwise agreed in writing. Resources provided by a Party remain its property and shall be returned upon expiration or termination.

10.

FINANCIAL CONTRIBUTIONS

The Parties agree to the following financial arrangements: First Party contributes $50,000 annually for program operations. Second Party contributes $30,000 in technology and equipment. Shared costs for marketing materials split 60/40.. Contributions shall be made per the agreed schedules; each Party shall keep accurate records and make them available on reasonable request. Neither Party shall incur expenses on the other's behalf without prior written authorization.

11.

REPORTING REQUIREMENTS

The Parties agree to the following reporting requirements: Monthly progress reports due by the 15th of each month. Quarterly review meetings. Annual impact assessment report.. Reports shall be timely, use agreed formats, and contain sufficient detail for the other Party to assess progress. The Parties shall review reports jointly.

12.

COMMUNICATION PROTOCOL

The Parties shall maintain open and regular communication in accordance with the following protocol: Weekly status calls every Monday at 10:00 AM ET. Monthly in-person meetings alternating between locations. Emergency communications via designated contact persons.. Each Party shall designate a primary contact, respond within a reasonable time, and escalate unresolved issues to senior management.

13.

DISPUTE RESOLUTION

Any dispute arising out of or relating to this MOU shall first be submitted to the Parties' designated representatives for good-faith negotiation. If unresolved within thirty (30) days, the Parties shall submit it to non-binding mediation in the State of New York before a mutually agreed mediator, sharing the mediator's costs equally. If unresolved within sixty (60) days of initiating mediation, either Party may pursue remedies at law. The mediation is confidential.

14.

TERMINATION

Either Party may terminate this MOU at any time on 60 days' prior written notice to the other Party. Upon termination or expiration, each Party shall (a) promptly return or destroy all materials and information received from the other Party; (b) fulfill outstanding obligations incurred prior to termination; and (c) cooperate in good faith to wind down ongoing activities. Termination shall not relieve either Party of obligations intended by their nature to survive, including confidentiality, intellectual property, and indemnification.

15.

AMENDMENTS AND MODIFICATIONS

No amendment, modification, supplement, or waiver of any provision of this MOU is valid unless in writing and signed by the authorized representatives of both Parties. No oral agreement shall modify this MOU. Any proposed amendment shall be submitted in writing, and the Parties shall negotiate in good faith to reach agreement within a reasonable time; failing agreement, the existing terms remain in effect.

16.

CONFIDENTIALITY

Each Party may receive confidential or proprietary information of the other ("Confidential Information"). Each Party shall (a) protect it with at least reasonable care; (b) use it solely for the purposes of this MOU; (c) not disclose it to any third party without the disclosing Party's prior written consent; and (d) promptly notify the other of any unauthorized disclosure. Trade secrets shall be protected under the Defend Trade Secrets Act, 18 U.S.C. §§1836-1839, and the Uniform Trade Secrets Act as adopted in the State of New York. This Section is legally binding and enforceable on its own terms even if this MOU is otherwise non-binding. The obligations survive expiration or termination for two (2) years. Confidential Information excludes information that (i) is or becomes public through no fault of the receiving Party; (ii) was already known to it; (iii) is independently developed; or (iv) is required to be disclosed by law or court order.

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade-secret law for disclosing a trade secret that (i) is made in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

17.

BINDING EFFECT

This MOU expresses the Parties' mutual understanding and intentions. Except for the provisions expressly designated as binding (including confidentiality, intellectual property, and, where applicable, dispute resolution), this MOU does not create legally binding or enforceable obligations, and either Party may decline to proceed to a definitive agreement without liability. The Parties intend to negotiate and execute a definitive agreement at a later date containing the binding terms of their collaboration.

State-specific effect — TYPE II — RELIANCE DAMAGES: a duty to negotiate in good faith is enforceable, but the remedy is limited to out-of-pocket reliance loss (State of New York). New York is the origin of the Type I (fully binding) / Type II (binding only to negotiate the open terms in good faith) framework (Tribune). A Type II duty to negotiate in good faith is enforceable, BUT New York limits the remedy for its breach to RELIANCE / out-of-pocket loss — the disappointed party generally may not recover the lost expectancy of the deal that was never signed (Goodstein; IDT). (Teachers Ins. and Annuity Ass'n v. Tribune Co., 670 F. Supp. 491 (S.D.N.Y. 1987); Goodstein Constr. Corp. v. City of New York, 80 N.Y.2d 366 (1992); IDT Corp. v. Tyco Grp., 13 N.Y.3d 209 (2009).) Accordingly, where this MOU or the Parties' conduct imposes a duty to negotiate in good faith, the consequences of breaching that duty are governed by the law of the State of New York as described above.

18.

INDEPENDENT PARTIES; NO PARTNERSHIP

The Parties are independent entities. Nothing in this MOU shall be construed to create a joint venture, partnership, franchise, agency, or employer-employee relationship. Neither Party may bind, obligate, or represent the other unless expressly authorized in writing, and each Party is solely responsible for its own employees, agents, and contractors.

No partnership formed. The Parties acknowledge the Revised Uniform Partnership Act §202(a), under which the association of two or more persons to carry on as co-owners a business for profit forms a partnership "whether or not the persons intend to form a partnership". To avoid the inadvertent formation of a partnership, the Parties expressly disclaim any intent to carry on as co-owners of a business for profit, shall not share net profits or losses or hold themselves out as partners, and intend that any genuine joint venture or partnership be formed only under a separate, definitive joint-venture or partnership agreement. This MOU is not, and shall not be deemed, such an agreement.

19.

INTELLECTUAL PROPERTY

Each Party retains all right, title, and interest in its pre-existing intellectual property. Intellectual property created jointly in the course of the collaboration shall, absent a written agreement to the contrary, be jointly owned in accordance with applicable law (35 U.S.C. §262 for joint patent owners; 17 U.S.C. §201(a) for joint authors), provided that any transfer of copyright ownership is effective only by a written instrument under 17 U.S.C. §204(a), and any patent assignment is made by written instrument under 35 U.S.C. §261. Neither Party shall use the other's name, logo, or trademarks without prior written consent. The Parties shall negotiate in good faith the ownership, licensing, and commercialization of any intellectual property arising from the collaboration. This Section is intended to be legally binding even if this MOU is otherwise non-binding.

20.

GENERAL PROVISIONS

Entire Understanding: This MOU is the entire understanding between the Parties on its subject matter and supersedes all prior discussions, whether written or oral. Governing Law: This MOU shall be governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect. Waiver: A failure to exercise any right is not a waiver of it. Notices: All notices shall be in writing and delivered to the addresses set forth above, or to such other address as a Party designates in writing. Counterparts; Electronic Signatures: This MOU may be executed in counterparts, including electronic counterparts, each an original; electronic signatures are given full effect under the federal E-SIGN Act, 15 U.S.C. §§7001 et seq., and the Uniform Electronic Transactions Act as adopted by the State of New York.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.

FIRST PARTY

Sarah J. Mitchell

Executive Director

Greenfield Community Foundation

Date: ____________________

SECOND PARTY

David R. Thompson

Chief Operating Officer

Riverdale Innovation Lab

Date: ____________________

Available as a print-ready PDF or an editable Microsoft Word (.docx) file.

What Is a Memorandum of Understanding?

A Memorandum of Understanding (MOU) is a written agreement between two or more parties that outlines the terms of a planned collaboration, partnership, or project. It describes shared objectives, individual responsibilities, timelines, and how resources will be allocated before the parties move forward with a formal, legally binding contract.

MOUs are used across nearly every sector. Businesses rely on them to document the framework for joint ventures, licensing arrangements, and strategic partnerships. Government agencies use interagency MOUs to coordinate programs and share resources. Nonprofits and universities use MOUs to formalize research collaborations and grant-funded initiatives.

In the United States, an MOU can be either binding or non-binding depending on the language used and the intent of the parties. A well-drafted MOU removes ambiguity by explicitly stating whether the document creates enforceable obligations. This template allows you to choose binding or non-binding terms and covers all essential provisions for a clear, professional agreement.

What's Covered in This Template

Doxuno's MOU template includes all core sections needed for a professional memorandum of understanding, covering everything from party identification to termination procedures.

Party Identification

Purpose and Objectives

Roles and Responsibilities

Duration and Renewal

Financial Terms

Confidentiality Provisions

Intellectual Property

Dispute Resolution

Termination Clause

Amendments and Modifications

Governing Law and Venue

Binding vs. Non-Binding Status

How to Create Your MOU

Doxuno's template walks you through every section in a few minutes, so you can focus on the substance of your agreement.

1
Identify the parties and purpose
Enter the full legal names and addresses of all parties involved. Then describe the shared objective or project that the MOU will cover, such as a joint venture, research collaboration, or community initiative.
2
Define roles and responsibilities
Specify what each party agrees to contribute, whether that involves funding, staffing, resources, or specific deliverables. Clearly outline who is responsible for each aspect of the project or partnership.
3
Set the timeline and milestones
Establish the effective date, duration of the agreement, and any key milestones or deadlines. Include renewal terms if the parties anticipate extending the arrangement beyond the initial period.
4
Address financial terms and resource sharing
If the MOU involves shared costs, grants, or resource allocation, detail how expenses will be divided, how funds will be disbursed, and which party controls financial oversight.
5
Review termination terms and download
Specify how either party can terminate the MOU, including required notice periods and handling of shared assets or obligations upon termination. Review the completed document and download it as a professional PDF.

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Legal Considerations for US MOUs

While MOUs are often perceived as informal documents, the legal status of an MOU depends entirely on how it is drafted and what the parties intend. Understanding the following considerations will help you create an MOU that serves its purpose without unintended consequences.

This template is provided for informational purposes and does not constitute legal advice. For complex multi-party agreements, government contracts, or situations involving significant financial commitments, consult a licensed attorney in your jurisdiction.

Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard business and organizational collaborations.

Binding vs. Non-Binding MOUs

The single most important decision when drafting an MOU is whether it is intended to be legally binding. If the document contains definite terms, mutual consideration, and language indicating the parties intend to be bound, a court may treat it as an enforceable contract regardless of the title. To avoid ambiguity, include a clear statement such as "This MOU is intended to be non-binding" or "This MOU shall be legally binding upon execution."

Government and Interagency MOUs

Federal agencies operating under the Economy Act (31 U.S.C. 1535) or other statutory authority frequently use MOUs and Interagency Agreements (IAAs) to define cooperative arrangements. State and local agencies follow similar practices. Government MOUs often have additional requirements around appropriations, reporting, and compliance with procurement regulations.

Multi-Party MOUs

When three or more parties are involved, clarity becomes even more critical. Each party's responsibilities, financial contributions, and decision-making authority should be defined individually. Consider including a governance structure, such as a steering committee, for MOUs involving complex multi-party collaborations.

Confidentiality in MOUs

If the parties will be sharing proprietary or sensitive information during the collaboration, the MOU should include confidentiality provisions or reference a separate NDA. Without a confidentiality clause, shared information may not receive legal protection against disclosure to third parties.

Frequently Asked Questions

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