Memorandum of Agreement Template

A Memorandum of Agreement (MOA) is a simple document that explains what two or more parties agree to do together, so everyone knows their roles and expectations. It’s especially useful when you haven’t formed the actual agreement but are discussing mutual goals, deadlines, and responsibilities for a shared project.

Use this free memorandum of agreement template to create an agreement between two or more parties, including the following details relevant to your collaboration:

• Client and sender details
• Purpose, scope, and background information
• Details about responsibilities
• Terms and conditions
• Costs and funding

Who It’s For

This memorandum of agreement template is for anyone forming new business relationships that involve collaborative projects. The document is useful for:

• Companies running a proof of concept or a pilot with a customer or supplier.
• Businesses that are going into a joint venture or a strategic partnership.
• Executives approaching detailed contract negotiations who want to agree on the main commercial terms.
• Internal departments that are looking to bring together common intent across multiple workstreams.
• Consultants, entrepreneurs, and property managers are looking to reach an agreement before exploring the details of a final contract.

What’s Included in the Sample MOA Template

This memorandum of agreement sample includes the following clauses:

• A clause stating the names of the parties with whom the agreement is between
• A clause to identify the purpose and scope of the MOA
• A clause outlining what each party brings to the agreement, and that they see the benefits of pursuing it.
• A clause listing the client's responsibilities
• A clause listing the sender's responsibilities
• A clause listing the terms and conditions of the agreement, including legal and financial responsibility, insurance, and rules for amendments and termination.
• A clause to outline costs and funding.
• A clause indicating the date the MOA becomes effective and agreement signatures from both parties.

How to Write Your MOA Agreement

While most clauses in this MOA template are straightforward, there’s also room for you to customize it. The editable nature of the document means you can adapt clauses to suit your particular needs, partnership, and industry. Follow these steps to ensure you consider and include elements pertinent to your situation.

Elaborate on responsibilities

The responsibilities section is where you’ll need to add the most detail relevant to your collaboration. Use it to define roles and tasks, with milestones if appropriate. You don’t have to make each responsibility time-bound, but it should be measurable.

Instead of vague wording that attributes a responsibility, such as marketing, to one party, use specific language. That means putting in measurable objectives and standards so that everyone knows what is expected.

Consider confidentiality

When it comes to the terms and conditions, you can add clauses according to what your collaboration involves. If you’re going to be sharing sensitive business data or customer information, it’s important to mention confidentiality.

You can include a confidentiality clause or make reference to the separate NDA that you’ll use. You might also want to reference adhering to a data protection policy if the project involves handling personal data.

Address intellectual property (IP)

If your partnership involves producing something together, such as new products, a service, or even joint branding, you can customize the terms and conditions to address intellectual property.

Make sure you identify the deliverables in the responsibilities section. You can then refer to them in the terms and use them to identify who owns them and any associated IP. You can cover data, trademarks, and copyright to avoid disputes further down the line.

Go beyond costs and funding

The costs and funding clause is useful for showing how much the project is estimated to cost. You can break that down into specific elements. This section is also the place where you can add details to show where the funds will come from.

It’s not just about straightforward financials, though. You can customize the funding and costs clause to cover the resources that the client and sender will bring to the project. That could include equipment, personnel, and other resources.

Emphasise binding and non-binding clauses

This memorandum of agreement is a legal form that has flexibility, which means you can emphasise which sections are enforceable and which ones are not. If you’re including any elements of confidentiality or intellectual property, you’ll want those to be legally binding.

However, as this is an agreement that paves the way toward a contract, you can work out some details at a later date. If there are clauses that require more discussion and detail, you can add “subject to contract” to indicate that another legal document will cement that element.

Documents Often Used Alongside an MOA

- Non‑Disclosure Agreement (NDA): This document helps protect confidential information while negotiating or drafting an MOA, so you can freely share information without public disclosure.

• Master Service Agreement (MSA): Once your relationship with your partner has matured from a high level MOA relationship to a contract for services, statements of work can be used to cover specific projects under the legal terms․
• Business Contract: If your MOA is a specific exchange of goods/services for value, use a standard business contract to outline obligations, pricing, and remedies․
• Investment Contract: If you're raising money or investing, supplement the MOA with an investment contract, which protects your interests by specifying ownership or repayment in exchange for funds․
• Distributor Agreement: If your MOA is the arrangement where parties work as channels, consider a distributor agreement for territories, exclusivity, pricing, and inventory.
• If you’re discussing forming a new entity or ownership transfer, consider the operating or share transfer agreement to be accompanied by a continuing MOA․