谅解备忘录 MOU 英文模板

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING is executed on __ / __ / ____ (dd/mm/yyyy) by the following:

[Name of First Party], a [company] established and existing under the laws of [country] with its legal address at [address] (hereafter referred to as “Party A”);

and

[Name of Second Party], a [company] established and existing under the laws of [country] with its legal address at [address] (hereafter referred to as “Party B”).

WHEREAS:

A. Following various consultations between Party A and Party B, the following principles

relating to [Brief Description of Joint Venture /Other Co-operative Project] (“the Project”) have been agreed:

B. [List the agreed principles – for instance, in the case of a joint venture, the respective capital

contributions of the Parties, scope of the joint venture’s business, its duration, directors and senior management, sharing of profits etc.]

1. Confidential Information

Each Party shall maintain the strictest confidentiality in respect of information disclosed to it by the other Party during the course of negotiations regarding the Project. Save for the purpose of continuing such negotiations the receiving Party shall not use, publish, disclose or disseminate the aforementioned information without the prior written consent of the disclosing Party. The receiving Party shall also cause its directors, employees and agents to comply with the terms of this Clause 2 and, if so required by the disclosing Party, shall cause such directors, employees and agents to execute separate confidentiality agreements of which the disclosing Party shall be a beneficiary. Upon the termination of negotiations relating to the Project, the receiving Party shall forthwith return all such information (together with copies) to the disclosing Party, but without prejudice to its duty of confidentiality in respect thereof which shall continue at all times after such termination.

2. Announcements

Unless the written consent of the other Party is obtained, neither Party shall publicly announce the existence of this Memorandum of Understanding or publish or issue any information relating to the Project or the negotiations relating thereto.

3. Non-Assignability

Neither Party shall be entitled to assign or transfer any of its rights or obligations under this Memorandum of Understanding without the prior written consent of the other Party.

4. Execution of Formal Contract

The Parties shall use their best endeavours to execute a formal legally-binding contract [and articles of association] (“the Formal Documentation”) not later than [Date] in respect of the Project which shall reflect, inter alia, the agreed principles stated in Clause 1.

5. Working Group