MoU Format — Free Template & Generator

A memorandum of understanding (MoU) is a written record of what two organisations plan to do together — who does what, for how long, and which parts are legally binding. Pick what yours is for — a pilot, an incubator tie-up, a joint grant application or a general collaboration — and the wording changes to match.

Sample MoU format — edit it live

More sample formats

MoU format with an incubator

For a startup joining an incubation programme at an incubator, college or university.

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (this "MoU") is made on [Effective Date] between:

[Startup Name], having its registered office at [Party A registered address] ("[Startup Name]" or "Party A"); and

[Incubator / Institution Name], having its registered office at [Party B registered address] ("[Incubator / Institution Name]" or "Party B").

Background: [Startup Name] is an early-stage business and [Incubator / Institution Name] runs a programme, facility or institution that supports such businesses. The parties wish to record the basis on which [Incubator / Institution Name] will support [Startup Name]. The parties therefore record their understanding as follows.

  1. Scope: The parties intend to collaborate as follows: [Describe the incubation: the programme, the support offered (space, mentoring, labs, investor access) and what the startup will do in return]
  2. [Startup Name]'s responsibilities: [Startup Name] intends to: [Party A's tasks: e.g. attend the programme, share progress reports, take part in demo day].
  3. [Incubator / Institution Name]'s responsibilities: [Incubator / Institution Name] intends to: [Party B's tasks: e.g. provide workspace, mentors, lab access and introductions to investors].
  4. Support: [Incubator / Institution Name] intends to provide the support described above to [Startup Name] for the term of this MoU. Use of [Incubator / Institution Name]'s premises, labs and equipment is subject to [Incubator / Institution Name]'s reasonable rules, as notified to [Startup Name].
  5. Fees and equity: Any fee, equity stake, revenue share or other consideration for the incubation shall be agreed separately in writing and is not created by this MoU.
  6. Reporting: [Startup Name] intends to share progress updates reasonably requested by [Incubator / Institution Name], including information [Incubator / Institution Name] needs for its own reporting to any government body or funder, subject to the confidentiality clause.
  7. Contacts and review: Each party intends to name a contact person for this MoU, and the contacts intend to review progress together at agreed intervals.
  8. Intellectual property: Each party keeps all rights in its own intellectual property, whether created before or outside this MoU. Nothing in this MoU transfers or licenses any intellectual property, except a limited right to use the other party's materials for the collaboration only. Ownership of anything the parties create jointly shall be agreed in writing before that work begins.
  9. Confidentiality: Each party shall keep confidential any non-public information received from the other in connection with this MoU, use it only for the collaboration, and disclose it only to its own people and advisers who need to know it and are bound by confidentiality. This does not apply to information that is public (other than through a breach), already known to the recipient, received from a third party without restriction, or required to be disclosed by law. This obligation continues for two years after this MoU ends.
  10. Costs: Each party shall bear its own costs and expenses in connection with this MoU and the activities under it, and no payment is due from one party to the other under it unless agreed separately in writing.
  11. Term and exit: This MoU starts on [Effective Date] and continues for 12 month(s), unless extended in writing or replaced by a definitive agreement. Either party may end it earlier by giving thirty (30) days' written notice to the other. On it ending, each party shall return or delete the other's confidential information on request, and clauses that by their nature should continue (including Confidentiality and Governing law) shall continue.
  12. No exclusivity: Except where this MoU expressly says otherwise, each party remains free to work with others, including on similar projects.
  13. Name and logo: Neither party shall use the other's name, logo or trade marks, or announce this MoU, without the other's prior written consent, except as required by law or by a grant body in connection with an application both parties have agreed to.
  14. No partnership: Nothing in this MoU creates a partnership, joint venture, agency or employment relationship between the parties, and neither party may bind the other or make commitments on its behalf.
  15. Nature of this MoU: This MoU records the parties' present intentions only. Except for the clauses headed Confidentiality, Costs, Term and exit, No partnership, Governing law and Counterparts (the "Binding Clauses"), it is not legally binding and creates no legal obligation on either party. Neither party is obliged to enter into any definitive agreement, to proceed with the collaboration, or to continue discussions, and either party may stop at any time without liability, except under the Binding Clauses.
  16. Governing law: This MoU is governed by the laws of India. The parties shall first try in good faith to resolve any dispute by discussion between senior representatives, failing which the courts at [City] shall have exclusive jurisdiction.
  17. Counterparts and amendment: This MoU may be signed in counterparts, including electronically, each of which is an original. It may be changed only in writing signed by both parties.

Signed by the authorised representatives of the parties, to record their understanding, on the date first written above.

_______________________________

[Signatory Name]

[Designation], for and on behalf of [Startup Name]

Date: ____________________

_______________________________

[Signatory Name]

[Designation], for and on behalf of [Incubator / Institution Name]

Date: ____________________

Fill in your details and download this as Word

MoU format for a joint grant application

For a startup applying to a grant or tender call with a co-applicant, with the startup as lead applicant.

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (this "MoU") is made on [Effective Date] between:

[Lead Applicant Name], having its registered office at [Party A registered address] ("[Lead Applicant Name]" or "Party A"); and

[Co-Applicant Name], having its registered office at [Party B registered address] ("[Co-Applicant Name]" or "Party B").

Background: The parties wish to apply together for a grant, tender or funding call, with [Lead Applicant Name] as the lead applicant and [Co-Applicant Name] as co-applicant, and to record their roles, and how funds and work will be split if the application succeeds. The parties therefore record their understanding as follows.

  1. Scope: The parties intend to collaborate as follows: [Name the grant or tender and the call, what the joint project will deliver, and why the two parties are applying together]
  2. [Lead Applicant Name]'s responsibilities: [Lead Applicant Name] intends to: [Lead applicant's tasks: e.g. prepare and file the application, manage the project, report to the grant body, hold and pass on funds].
  3. [Co-Applicant Name]'s responsibilities: [Co-Applicant Name] intends to: [Co-applicant's tasks: e.g. provide lab or field work, supply its share of the budget and reports, sign the documents the grant body asks for].
  4. Lead and co-applicant: [Lead Applicant Name] intends to act as lead applicant and the single point of contact with the grant body, and [Co-Applicant Name] as co-applicant. Each party intends to give the other, in good time, the information, documents and signatures needed to file the application by the deadline.
  5. If the application succeeds: Work and funds shall be split between the parties as set out in the application's approved budget and work plan. Funds received by the lead applicant for the co-applicant's share are intended to be passed on promptly, in line with the grant body's terms. The parties intend to sign a consortium or collaboration agreement before accepting the award if the grant body requires one or either party asks for one.
  6. If the application fails: Neither party owes the other anything, and each bears its own costs of preparing the application.
  7. This call only: Neither party intends to apply to the same call with a competing proposal in the same scope, while this MoU is in force.
  8. Contacts and review: Each party intends to name a contact person for this MoU, and the contacts intend to review progress together at agreed intervals.
  9. Intellectual property: Each party keeps all rights in its own intellectual property, whether created before or outside this MoU. Nothing in this MoU transfers or licenses any intellectual property, except a limited right to use the other party's materials for the collaboration only. Ownership of anything the parties create jointly shall be agreed in writing before that work begins.
  10. Confidentiality: Each party shall keep confidential any non-public information received from the other in connection with this MoU, use it only for the collaboration, and disclose it only to its own people and advisers who need to know it and are bound by confidentiality. This does not apply to information that is public (other than through a breach), already known to the recipient, received from a third party without restriction, or required to be disclosed by law. This obligation continues for two years after this MoU ends.
  11. Costs: Each party shall bear its own costs and expenses in connection with this MoU and the activities under it, and no payment is due from one party to the other under it unless agreed separately in writing.
  12. Term and exit: This MoU starts on [Effective Date] and continues for 12 month(s), unless extended in writing or replaced by a definitive agreement. Either party may end it earlier by giving thirty (30) days' written notice to the other. On it ending, each party shall return or delete the other's confidential information on request, and clauses that by their nature should continue (including Confidentiality and Governing law) shall continue.
  13. No exclusivity: Except where this MoU expressly says otherwise, each party remains free to work with others, including on similar projects.
  14. Name and logo: Neither party shall use the other's name, logo or trade marks, or announce this MoU, without the other's prior written consent, except as required by law or by a grant body in connection with an application both parties have agreed to.
  15. No partnership: Nothing in this MoU creates a partnership, joint venture, agency or employment relationship between the parties, and neither party may bind the other or make commitments on its behalf.
  16. Nature of this MoU: This MoU records the parties' present intentions only. Except for the clauses headed Confidentiality, Costs, Term and exit, No partnership, Governing law and Counterparts (the "Binding Clauses"), it is not legally binding and creates no legal obligation on either party. Neither party is obliged to enter into any definitive agreement, to proceed with the collaboration, or to continue discussions, and either party may stop at any time without liability, except under the Binding Clauses.
  17. Governing law: This MoU is governed by the laws of India. The parties shall first try in good faith to resolve any dispute by discussion between senior representatives, failing which the courts at [City] shall have exclusive jurisdiction.
  18. Counterparts and amendment: This MoU may be signed in counterparts, including electronically, each of which is an original. It may be changed only in writing signed by both parties.

Signed by the authorised representatives of the parties, to record their understanding, on the date first written above.

_______________________________

[Signatory Name]

[Designation], for and on behalf of [Lead Applicant Name]

Date: ____________________

_______________________________

[Signatory Name]

[Designation], for and on behalf of [Co-Applicant Name]

Date: ____________________

Fill in your details and download this as Word

Binding MoU format between two companies

For a business collaboration where both sides want to be held to the responsibilities as written.

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (this "Agreement") is made on [Effective Date] between:

[Party A Name], having its registered office at [Party A registered address] ("[Party A Name]" or "Party A"); and

[Party B Name], having its registered office at [Party B registered address] ("[Party B Name]" or "Party B").

Background: [Party A Name] and [Party B Name] have identified areas in which they may work together for mutual benefit, and wish to record the basis of that collaboration. The parties therefore agree as follows.

  1. Scope: The parties agree to collaborate as follows: [Describe the areas in which the parties will work together and what each hopes to get out of it]
  2. [Party A Name]'s responsibilities: [Party A Name] shall: [What Party A will do].
  3. [Party B Name]'s responsibilities: [Party B Name] shall: [What Party B will do].
  4. Contacts and review: Each party shall name a contact person for this Agreement, and the contacts shall review progress together at agreed intervals.
  5. Intellectual property: Each party keeps all rights in its own intellectual property, whether created before or outside this Agreement. Nothing in this Agreement transfers or licenses any intellectual property, except a limited right to use the other party's materials for the collaboration only. Ownership of anything the parties create jointly shall be agreed in writing before that work begins.
  6. Confidentiality: Each party shall keep confidential any non-public information received from the other in connection with this Agreement, use it only for the collaboration, and disclose it only to its own people and advisers who need to know it and are bound by confidentiality. This does not apply to information that is public (other than through a breach), already known to the recipient, received from a third party without restriction, or required to be disclosed by law. This obligation continues for two years after this Agreement ends.
  7. Costs: Each party shall bear its own costs and expenses in connection with this MoU and the activities under it, and no payment is due from one party to the other under it unless agreed separately in writing.
  8. Term and exit: This Agreement starts on [Effective Date] and continues for 12 month(s), unless extended in writing or replaced by a definitive agreement. Either party may end it earlier by giving thirty (30) days' written notice to the other. On it ending, each party shall return or delete the other's confidential information on request, and clauses that by their nature should continue (including Confidentiality and Governing law) shall continue.
  9. No exclusivity: Except where this Agreement expressly says otherwise, each party remains free to work with others, including on similar projects.
  10. Name and logo: Neither party shall use the other's name, logo or trade marks, or announce this Agreement, without the other's prior written consent, except as required by law or by a grant body in connection with an application both parties have agreed to.
  11. No partnership: Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties, and neither party may bind the other or make commitments on its behalf.
  12. Liability: Neither party shall be liable to the other for any indirect or consequential loss, or loss of profit, arising under this Agreement. Nothing in this clause limits liability for breach of the Confidentiality clause, or for fraud.
  13. Nature of this Agreement: Despite being called a Memorandum of Understanding, the parties intend this document to create legally binding obligations on both of them. The parties may record further detail in a definitive agreement; until they do, this document governs their collaboration.
  14. Governing law: This Agreement is governed by the laws of India. The parties shall first try in good faith to resolve any dispute by discussion between senior representatives, failing which the courts at [City] shall have exclusive jurisdiction.
  15. Counterparts and amendment: This Agreement may be signed in counterparts, including electronically, each of which is an original. It may be changed only in writing signed by both parties.

Agreed and signed by the authorised representatives of the parties on the date first written above.

_______________________________

[Signatory Name]

[Designation], for and on behalf of [Party A Name]

Date: ____________________

_______________________________

[Signatory Name]

[Designation], for and on behalf of [Party B Name]

Date: ____________________

Fill in your details and download this as Word

How to write an MoU

  1. 1

    Choose what the MoU is for

    Pilot, incubator tie-up, joint grant application or general collaboration — each needs different clauses.

  2. 2

    Decide if it binds

    Most MoUs are non-binding except confidentiality, costs and governing law; say so in plain words.

  3. 3

    Name both organisations

    Use full legal names and registered addresses, with your startup as Party A.

  4. 4

    Write the scope and tasks

    List what each party will do, one task per line, with dates where you can.

  5. 5

    Set the term and exit

    Give a term in months and keep a notice period so either side can leave cleanly.

  6. 6

    Sign and stamp

    Have authorised signatories sign, and check your state's stamp duty rules before signing.

What an MoU is, and whether it binds you in India

A memorandum of understanding (MoU) is a written record of what two organisations plan to do together: the scope, who does what, how long it runs and how either side can walk away. Startups sign them with pilot customers, incubators, colleges and universities, and co-applicants on a grant.

Whether an MoU is legally binding in India depends on what it says and what the parties meant, not on its title. Indian law has no special category for MoUs. If a document has the essential elements of a contract under the Indian Contract Act, 1872 — an offer and acceptance, consideration, parties able to contract, free consent, a lawful object and terms certain enough to enforce — and the parties intended to be bound, a court can treat it as a contract even though it is called an MoU. Equally, a document that clearly says it is not binding, and reads as a statement of intent, is usually treated that way.

So the one decision that matters most is whether you want to be held to the responsibilities or not, and then to say so in plain words. This generator makes that a choice: the non-binding version states that no one must sign a further agreement and names the clauses that still bind; the binding version says the opposite and words every responsibility as a duty.

MoU vs agreement vs letter of intent vs NDA

These four documents are often confused. The difference is in what they are for and how much they commit you to.

What it recordsUsually binding?Use it when
MoUA shared plan to collaborate: scope, roles, termDepends on its terms — often non-binding except a few clausesYou want to agree the shape of a tie-up before the detail
Agreement (contract)Full, enforceable terms: price, deliverables, liability, IPYesMoney, deliverables or IP are changing hands
Letter of intent (LoI)One party's intention to do a deal, often on headline termsUsually not, except any clauses it says bindA buyer or investor wants to signal a deal before diligence
NDAA duty to keep shared information confidentialYesYou need to share sensitive information before anything else

When grants, incubators and customers ask for an MoU

The request usually comes from a third party that wants proof the tie-up is real. The wording should change with the situation, which is why the generator asks what the MoU is for.

Pilot or proof of concept
A corporate or government customer wants to test your product before buying. The MoU sets the pilot's scope, what access and data they give you, how feedback is shared, and makes clear that nothing obliges them to buy. Many large companies will not start a pilot without some paper, and an MoU is lighter than a full contract.
Incubator, college or university
Incubators and institutions often sign an MoU with each startup they take in, and some government-supported incubators need it for their own reporting. It records the support on offer — space, mentors, labs — and what the startup does in return. Keep any fee or equity stake in a separate written agreement, not buried in the MoU.
Joint grant or tender application
Many grant and tender calls let a startup apply with a research institution, college or industry partner, and ask for an MoU or consortium letter with the application. It should name the lead applicant, say what each party will do, and say how the money and work are split if you win. If the grant body wants a full consortium agreement after the award, the MoU should say you will sign one.
General business collaboration
A distribution tie-up, a co-marketing plan, a technology partnership still being worked out. An MoU lets both sides agree the shape before spending on lawyers. Once money starts moving, replace it with a proper agreement.

The clauses that matter

Most of an MoU is short and plain. These are the parts worth reading twice before you sign.

Scope and responsibilities: say what each side will actually do, with dates where you can. 'Collaborate on AI in healthcare' is not a scope. 'Run the product in two clinics for twelve weeks, with the hospital sharing anonymised appointment data' is.

The binding clause: a non-binding MoU should say which clauses still bind — normally confidentiality, costs, exit and governing law. Without that list, a court may have to guess, and you may lose the confidentiality protection you thought you had.

Intellectual property: each side should keep what it brings. Anything you build together needs its ownership agreed in writing before the work starts, not after it turns out to be valuable.

Term and exit: a fixed term and a simple notice period to leave. An MoU with no end date and no way out tends to linger long after anyone is working on it.

What goes wrong

Vague deliverables. When the scope is a sentence of good intentions, each side remembers a different promise. Six months later the customer thinks the pilot included integration work and you think it did not. Write the tasks down, one per line.

Accidental binding obligations. An MoU written in 'shall' language, with money or services flowing both ways, can be read as a contract even if you meant it as a handshake. If you do not want to be bound, say so in terms, and word the responsibilities as intentions.

No exit. Without a term and a notice period, there is no clean way to end the arrangement. That matters most when the other side has your data, your name on their website, or a claim to work you did together.

Money and equity slipped in. An incubator MoU that mentions a percentage stake 'to be discussed', or a pilot MoU that quotes a price, creates confusion about what was agreed. Keep commercial terms in a separate, proper agreement.

Stamping ignored. Stamp duty on agreements is set by each state and varies, and some states treat an MoU as an agreement for stamp purposes. An under-stamped document can be hard to rely on as evidence. Check your state's schedule before signing, especially for a binding MoU.

Sending the MoU for signature

Send the draft as an editable file first so the other side can mark changes, and a signed PDF only once the wording is final. Electronic records and signatures are recognised under the Information Technology Act, 2000, so an e-signed MoU is common. A short covering email helps.

Sample covering email

Subject: Draft MoU — [Party A Name] and [Party B Name]

Dear [Name],

Thank you for the discussion on [date]. As agreed, I have attached a draft MoU covering [the pilot / the incubation / our joint application to the call name].

It sets out what each of us will do, runs for [12] months, and is non-binding except for confidentiality, costs and governing law. Please mark any changes on the draft and send it back by [date], or suggest a time to go through it.

Once we agree the wording, we will send a final copy for signature.

Warm regards, [Name] [Title], [Party A Name]

Frequently asked questions

Is an MoU legally binding in India?

It depends on its terms and what the parties intended. If it has the essential elements of a contract under the Indian Contract Act, 1872 and the parties meant to be bound, a court can enforce it whatever it is called. If it clearly says it is not binding and reads as a statement of intent, it usually is not. Say plainly which you intend.

What is the difference between an MoU and an agreement?

An agreement sets out full, enforceable terms — price, deliverables, liability, IP. An MoU records a shared plan and is often non-binding apart from a few clauses. When money, deliverables or IP start changing hands, replace the MoU with a proper agreement.

Does an MoU need stamp paper?

Stamp duty is set by each state and varies, and some states treat an MoU like an agreement for stamp purposes. An under-stamped document can be hard to rely on as evidence. Check your state's schedule before signing, particularly if the MoU is binding.

Does an MoU need to be registered or notarised?

An ordinary MoU between two organisations generally does not need to be registered or notarised. Registration becomes relevant if the document deals with rights in immovable property. Some grant bodies or institutions ask for notarised copies as their own requirement — check their guidelines.

Why does an incubator ask for an MoU?

To record the support it will give you, the rules for using its space and labs, and what reports you will share. Government-supported incubators often need this for their own reporting. If the incubator takes equity or a fee, that should be in a separate written agreement, not a line in the MoU.

What should an MoU for a joint grant application include?

Who is the lead applicant, what each party will do, how the budget and work are split if the application succeeds, what happens if it fails, and a promise to sign a consortium agreement if the grant body asks for one. Check the call's guidelines — many specify their own format.

Can a startup sign an MoU with a college or university?

Yes. Institutions sign MoUs for labs, student projects, research tie-ups and joint grant applications. The institution usually signs through a registrar or authorised officer, so find out early who can sign — it is often the slowest step.

Who should sign an MoU for a company?

A director or a person authorised by the board. If the other side asks for proof of authority, a board resolution authorising the signatory is the usual answer. For an institution, it is typically the registrar, director or another authorised officer.

Is an e-signed MoU valid in India?

Electronic records and signatures are recognised under the Information Technology Act, 2000, so an e-signed MoU can be as effective as a paper one. Keep the signed file and the signing record. Stamp duty rules still apply.

How long should an MoU last?

Long enough to do what it describes — often six to twelve months for a pilot, or the length of an incubation programme. Add a notice period so either side can leave early, and replace it with a full agreement once the commercial terms are settled.

More free document formats

Funding for Indian startups, without the equity

Government grants and schemes you can apply to right now — see what is closing this month.

See grants closing soon