MOU template合作备忘录英文模版.pdf

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1、MEMORANDUM OF UNDERSTANDINGThis MEMORANDUMMEMORANDUM OFOF UNDERSTANDINGUNDERSTANDING is made the_ day of _2010 by and between:(1)(2)11.1Enter Companys Name with a registered office at(“Companys short name”).PURPOSEPURPOSEThis Memorandum of Understanding(“MOU”)documents the intent and basisfor the in

2、itial collaboration preparatory to entering into formal written bindingagreements should both parties decide to do so following completion of theinitial collaboration.SCOPE OF COOPERATION/BUSINESS MODELSCOPE OF COOPERATION/BUSINESS MODELEXPENSESEXPENSES(SUBJECT TO COMMERCIAL ARRANGEMENT,NRE AND(SUBJ

3、ECT TO COMMERCIAL ARRANGEMENT,NRE ANDROYALTY MAY APPLY)ROYALTY MAY APPLY)Except as otherwise agreed in writing by the parties,each party shall pay andassume entire responsibility for their respective costs and expenditureswhatsoever incurred in connection with their activities under this MOU.Under n

4、o circumstances shall either Party be liable to the other for any costsor damages of any kind,including without limitation,incidental,consequential,special or speculative damages,lost of profits or loss of business,inconnection with not moving forward to conclusion of binding legal agreementsbetween

5、 the Parties.PUBLICITYPUBLICITYNeither party shall disclose to any third party nor publish in any manner or toany extent the existence of,nor their activities under,this MOU without theprior written agreement of the other party.Neither party shall incorporate ormake use of any form of the other part

6、ys identity,including,but not limited to,its name,logos,insignias,products,brands and trade marks,in any form ofpublication,press release,advertisement,publicity,or other announcementwithout the other partys prior written consent.Enter Companys Name with a registered office at(“Companys short name”)

7、.2 22.12.22.33 33.13.24 45 5CONFIDENTIALITYCONFIDENTIALITYAll information disclosed by either party under or in connection with this MOUshall be treated by the receiving party as confidential and shall be protectedas such under the terms and conditions of the Non Disclosure Agreemententered into bet

8、ween the parties on M/D,20056INTELLECTUAL PROPERTYINTELLECTUAL PROPERTYAll intellectual property,including copyrights,patents,patent applications,trademarks and other intellectual property shall remain the property of theoriginating party or its licensors.Each party shall retain all rights,title and

9、interest in its intellectual property and neither party grants the other party anyrights to use its intellectual property unless and until otherwise provided in awritten agreement signed by the Parties.7 7TERM AND TERMINATIONTERM AND TERMINATIONThis MOU shall come into affect upon signature by both

10、parties and shallcontinue for a period of twelve(12)months unless terminated earlier by eitherparty giving to the other not less than thirty(30)days written notice oftermination.Upon expiry or termination of this MOU each party shall return tothe other at their written request all materials and info

11、rmation(along with allcopies thereof)supplied by the requesting party.8 8THIRD PARTY RIGHTSTHIRD PARTY RIGHTSNothing in this MOU confers any benefit on any third party or right to enforceany benefit by any third party under applicable law.9 9LEGAL EFFECTLEGAL EFFECTExcept for the provisions of claus

12、es 3 Expenses,4 Publicity,5 Confidentiality,6 Intellectual Property,7 Term,8 Third Party Rights,9 Legal Effect,and 10Applicable Law,this MOU is not legally binding but serves only as anexpression of the basic principles for the planning and implementation of arelationship between the parties and doe

13、s not itself otherwise constitute alegal agreement and shall not otherwise create any legal obligations rights orliabilities for either party,including the obligation to continue negotiating ingood faith.No further obligations,rights or liabilities shall be binding on eitherparty unless expressed in

14、 a formal written agreement signed by both parties.Additions to this MOU shall only be valid if made in writing.1010APPLICABLE LAWAPPLICABLE LAWThis MOU and its terms are governed in all respects by the laws of Chinawithout regard to its conflicts of laws principles and the parties accept thejurisdiction and rules of Beijing Arbitration Commission for dispute resolution.CompanyCompanySigned:_Name:_Position:_CompanyCompanySigned:_Name:_Position:_