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.
- 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]
- [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].
- [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].
- 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].
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- No exclusivity: Except where this MoU expressly says otherwise, each party remains free to work with others, including on similar projects.
- 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.
- 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.
- 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.
- 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.
- 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: ____________________