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Memorandum of Understanding (MOU) Template

A Memorandum of Understanding records that two or more parties share an understanding, or intend to work toward something — for example, two companies discussing a possible joint venture, or two organizations outlining a collaboration. Unlike most agreements, an MOU is expressly non-binding by default, except for the specific clauses it names as binding regardless — typically confidentiality and how costs are split — which is what makes it safe to sign early, before either side is ready to commit. Download the ready-to-fill template below, or read the full clause checklist first.

Download the Memorandum of Understanding

A complete, ready-to-fill PDF — 8 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.

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This is a template, not legal advice

This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.

Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.

Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.

What an MOU needs

  • Party names & date

    Full legal names of everyone recording the understanding, and the date the MOU is made.

  • Background and purpose

    What the Parties have been discussing and what shared understanding this MOU is recording — specific enough that a reader a year later can tell what it was about.

  • An explicit non-binding statement

    The single most important sentence in the document: that the MOU does not create a binding contract and does not obligate either side to proceed. A court looks at the Parties' intent, not the title — "Memorandum of Understanding" on its own does not make a document non-binding.

  • A closed list of binding exceptions

    The specific clauses that ARE binding regardless — typically confidentiality and cost allocation. Naming them precisely is what lets the rest of the document stay safely non-binding.

  • Confidentiality (if it's a binding exception)

    What counts as confidential, how long it lasts, and the standard carve-outs for already-public or independently known information.

  • Cost and expense allocation (if it's a binding exception)

    Who pays for what while the Parties explore the Subject Matter — usually each side bears its own costs unless stated otherwise.

  • Term and how the MOU ends

    How long the MOU itself lasts — until a further agreement is signed, a notice period runs out, or a stated end date passes.

  • Governing law, scoped correctly

    Which jurisdiction's law applies — and, since most of the document isn't enforceable, this only matters in practice for a dispute over the binding exceptions.

  • Signatures & date

    Both parties sign to confirm the understanding is accurately recorded and to bring the binding exceptions into effect.

Common mistakes to avoid

  • Never actually saying the MOU is non-binding. Without an explicit non-binding clause, a court decides intent from the document's language and the parties' conduct — and a document full of "shall" and "agrees to" reads like a contract no matter what it's titled.
  • Naming binding exceptions but leaving the non-binding clause vague about everything else, so it's unclear which clauses are which.
  • Writing the rest of the document in binding-contract language ("the Parties shall deliver...", "Party A agrees to pay...") when the whole point is that those parts are not promises yet.
  • Treating an MOU as a substitute for a real contract once money, deliverables, or deadlines are actually being exchanged — that needs a binding agreement, not a memorandum of understanding.
  • Giving the MOU no end date or termination trigger, so it lingers indefinitely instead of being replaced by a definitive agreement or formally lapsing.
  • Skipping signatures because "it's not binding anyway" — the binding exceptions (confidentiality, costs) still need a clear signing step to take effect and to be provable later.

Turn this into a signed document

Fill in the template above in any PDF editor, then send it to the other party for signature. They sign online and never need an account, and the finished file comes back sealed with an audit certificate showing who signed, when, and from where.

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Frequently asked questions

Is a Memorandum of Understanding legally binding?
Generally, no — that's the point of using one. An MOU records that parties share an understanding or intend to work toward something, without creating an enforceable contract. The exception is any clause the document expressly carves out as binding regardless — commonly confidentiality and cost allocation — which take effect on signing even though the rest of the document does not. Courts look at what the document actually says about intent, not its title, so that non-binding statement has to be explicit.
What's the difference between an MOU and a Letter of Intent?
Both are used early, before a definitive agreement, but they do different jobs. A Memorandum of Understanding records a shared understanding between parties and is non-binding except for named exceptions. A Letter of Intent is typically one party stating an intention to transact on outline terms — and often includes binding exclusivity ("no-shop") and confidentiality provisions while the parties run diligence toward a deal. If you're documenting a deal process with exclusivity, an LOI usually fits better; if you're documenting a mutual understanding with no deal-process mechanics, an MOU does. Letter of Intent Template.
What's the difference between an MOU and a contract?
A contract creates enforceable obligations — if one side doesn't perform, the other has a legal remedy. An MOU deliberately does not, except for whatever it names as a binding exception. Parties use an MOU when they want to record where discussions stand, or signal intent to work toward something, without yet committing to deliver anything.
Can this MOU turn into a binding contract later?
Only if the Parties sign a further, separate agreement that says so. This template says explicitly that nothing in the MOU obligates either Party to reach a further agreement, and that a further definitive agreement is what ends the MOU's term. Simply continuing to act on the understanding does not, by itself, make the MOU binding — but keep in mind that conduct and later communications can sometimes be read as forming a separate binding agreement, independent of what this document says, which is a reason to get definitive terms in writing once real commitments start.
Do I need a lawyer to draft an MOU?
For a straightforward MOU recording an understanding between two parties, many people draft their own using the structure above. If real money, deliverables, or exclusivity are already in play, or the binding exceptions matter a lot to you, have a lawyer review it before signing. This page is not legal advice.
Can I send this MOU to someone else to sign online?
Yes. Download the template above, fill in the blanks, then send it to the other party for signature — they don't need an account to sign it. Create a free account.