A Memorandum of Agreement (MOA): Your Roadmap to a Partnership Agreement
Download a free, customizable Memorandum of Agreement template to formalize your business partnerships. Easy to use and legally sound for various agreements. 7 min read updated on December 30, 2024
KEY TAKEAWAYS:
A MOA is a legally binding document. It outlines the rights and duties of parties in a collaboration.
A good MOA should include the parties, the purpose, the responsibilities, the duration, the termination terms, and the signatures to make it binding.
Using MOA templates saves time, ensures completeness, and offers you a legally sound format.
A Memorandum of Agreement (MOA) is the secret weapon for partnerships and collaborations. It is like a roadmap for your business partnerships; it lays out everyone’s rights, roles, and responsibilities at the beginning of the business relationship, so there will be no surprises. MOAs are akin to laying a solid foundation before you build a dream house. If you're ready to lay a strong foundation for your business, let’s learn more about how this legally binding agreement works below.
What is a Memorandum of Agreement (MOA)?
A MOA is a legally binding document that defines the terms and details of an agreement between two or more parties. MOAs are more comprehensive and complex than a Memorandum of Understanding (MOU) but not as inflexible as a formal contract. While MOAs are like contracts, the subjects of the two documents differ. Contracts usually involve a transaction of goods or services for payment; MOAs, on the other hand, focus on the elements of the collaboration. These documents are commonly used for:
Joint ventures or partnerships
Workforce Investment Act (WIA) programs
Adult education and literacy initiatives
Professional development programs
Regulatory training collaborations
Key Components of a Memorandum of Agreement
A MOA should include several essential sections to ensure clarity and prevent disputes. Here’s an outline of the primary components:
Parties Involved
When identifying the parties involved in the partnership or collaboration, you want to be crystal clear about who's who. You’ll need to identify the legal names/ business names of the parties involved in the agreement and their roles.
Purpose of the Agreement
Your MOA must include the agreement's purpose. This section outlines the goals of the partnership or collaboration. It ensures that all parties are on the same page from the onset and identifies their goals.
Responsibilities and Obligations
In this section, you must clearly and in great detail spell out each party's responsibilities and deliverables. This ensures that all parties know their roles and what is expected of them. Remember, the purpose of the MOA is to avoid future surprises, and this section helps ensure that everyone knows their role.
Duration and Termination
This section of the agreement outlines the MOA's time frame. Here, you outline how long the partnership is supposed to last and any conditions for ending things early if necessary. You’ll also need to outline what happens to shared resources or intellectual property if the partnership terminates.
Signatures and Dates
All parties need to sign and date the MOA to make the agreement official and legally binding.
Why Use a Sample MOA Template?
Using a MOA template offers several key benefits:
Saves Time: Instead of drafting an MOA from scratch, you can save time by starting with a template when creating an MOU rather than writing it all from the beginning
Ensures Completeness: Templates include all sections required to ensure you don't overlook any information.
Legally Sound Format: MOAs are designed in a sound format to adhere to legal requirements and ensure all your t’s are crossed and your i’s are dotted.
Utilize our free and customizable template to simplify the process and guarantee that your Memorandum of Agreement (MOU) is polished and comprehensive.
How to Use the Sample Memorandum of Agreement Template
Follow these simple steps to customize and finalize your MOA:
Download the Template: Download this free Memorandum of Agreement (MOA) form below and customize it for your unique business legal needs. Use this template if you would like to enter into a transaction (e.g. purchase, partnership, employment) with another person or entity and would like to have an understanding of the agreement in place prior to finalizing the details.
Customize the Content: Edit the template to reflect the specifics of your agreement, including party names, purpose, and responsibilities.
Consult Legal Advisors If necessary, have a legal professional review the MOA to ensure all legal bases are covered.
Finalize the Agreement: Once reviewed, have all parties sign the document to make it legally binding.
Sample Memorandum of Agreement Template
Ready to get started? Click below to download your **Sample Memorandum of Agreement Template**.
MEMORANDUM OF AGREEMENT
between [Name of Partner 1] & [Name of Partner 2]
I. INTRODUCTION
THIS MEMORANDUM OF AGREEMENT (MOA) (“Memorandum”), dated _________, 20__ between [NAME OF PARTNER] (“PARTNER”) an organization [SPECIFY TYPE; for example: not-for-profit] established under the laws of [COUNTRY] with its offices in [LOCATION, COUNTRY] represented by [REPRESENTATIVE OF PARTNER], [TITLE]; and [NAME OF PARTNER] (“PARTNER”), a [State], USA [Type of Organization] with its principal place of business in [City, State], USA, represented by [REPRESENTATIVE], [TITLE]; collectively referred to as “the Partners”.
The Partners wish to work together and in compliance with the following clauses:
II. GOAL
[INCLUDE A GENERAL DESCRIPTION OF THE GOAL OF THIS AGREEMENT]
III. AREAS OF COLLABORATION
[DESCRIBE AREAS OF COLLABORATION BETWEEN PARTNER AND [PARTNER]]
FOR EXAMPLE:
Learning and building capacity. This can include the sharing of knowledge and lessons learned, organizational development and sustainability, sustainable finance, technology sharing, etc.
IV. ROLES AND RESPONSIBILITIES OF PARTNERS
DESCRIBE PARTNER’S RESPONSIBILITIES UNDER THIS AGREEMENT
PARTNER A:
PARTNER B:
V. PRINCIPAL CONTACTS
The Principal Contacts for each one of the organizations is:
[PARTNER]:
[NAME OF PRINCIPAL CONTACT]
[TITLE]
[ADDRESS]
[TELEPHONE]
[PARTNER]:
[NAME OF PRINCIPAL CONTACT]
[TITLE]
[ADDRESS]
[TELEPHONE]
Such Principal Contacts may be changed in writing from time to time by their respective Partners.
VI. USE OF INTELLECTUAL PROPERTY
The parties agree that any intellectual property, which is jointly developed through activities covered under this MOA, can be used by either party for ______________ purposes without obtaining consent from the other and without any need to account to the other.
All other intellectual property used in the implementation of the MOA will remain the property of the party that provided it. This property can be used by either party for purposes covered by the MOA but consent will be obtained from the owner of the property before using it for purposes not covered by the MOA.
VII. EFFECTIVE DATES AND AMENDMENTS.
This MOA shall take effect upon signing by both Parties and shall remain in effect for a period of _______ years from that date unless earlier terminated. Neither party may assign or transfer all or any portion of this MOA without the prior written consent of the other party.
The MOA may be renewed at the end of this period by mutual written agreement by both Parties.
The provisions of this MOA may only be amended or waived by mutual written agreement by both Parties.
The individuals signing this MOA on behalf of their respective entities represent and warrant (without personal liability therefor) that upon the signature of each, this MOA shall have been duly executed by the entity each represents.
VIII. TERMINATION
Any Party may terminate this MOA and any related agreement, workplan and budget at any time and for any reason by giving _____ days prior written notice to the other Party; provided, however, that in the event [PARTNER] fails to perform any of its obligations under this MOA, PARTNER shall have the right to terminate this MOA and any related agreement, workplan and budget immediately upon written notice.
IX. TRANSFER OF FUNDS.
The parties acknowledge and agree that this MOA does not create any financial or funding obligation on either party, and that such obligations shall arise only upon joint execution of a subsequent agreement or workplan (which shall include a budget) that specifically delineates the terms and nature of such obligations and that references this MOA. Such subsequent agreements or workplans, and budgets, will be subject to funding being specifically available for the purposes outlined therein. All [PARTNER] funds are further subject to [PARTNER]’s obligation to expend [PARTNER] funds solely in accordance with the agreed upon budget and the line items contained therein.
X. NO JOINT VENTURE
Notwithstanding the terms “Partners” and “Partnership”, the Partners agree that they are not entering into a Legal Partnership, joint venture or other such business arrangement, nor is the purpose of the Partners to enter into a commercial undertaking for monetary gain. Neither Partner will refer to or treat the arrangements under this Agreement as a Legal Partnership or take any action inconsistent with such intention.
XI. DISPUTE RESOLUTION
The Partners hereby agree that, in the event of any dispute between the Partners relating to this Agreement, the Partners shall first seek to resolve the dispute through informal discussions. In the event any dispute cannot be resolved informally within ____ calendar and consecutive days, the Partners agree that the dispute will be negotiated between the Partners through mediation, if Partners can agree on a mediator. The costs of mediation shall be shared equally by the Partners. Neither Partner waives its legal rights to adjudicate this Agreement in a legal forum.
XII. ENTIRETY
This Agreement, including all Annexes, embodies the entire and complete understanding and agreement between the Partners and no amendment will be effective unless signed by both Partners. Such signature by both Partners may be made by telefacsimile.
FOR [FULL NAME OF PARTNER] [DATE]
___________________________ __________________________
[Name]
[Title]
FOR [FULL NAME OF PARTNER] [DATE]
____________________________ ___________________________
[Name]
[Title]
Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Use for more details.
This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.
Frequently Asked Questions (FAQs)
1. Is an MOA legally binding?
Yes, an MOA is legally binding unless it explicitly states otherwise, depending on the language used in the document.
2. How is an MOA different from a contract?
An MOA is generally less detailed and formal than a contract, focusing more on general responsibilities rather than strict enforceable terms, but both can be legally binding.
3. Do I need a lawyer to draft an MOA?
While it’s not mandatory, it’s advisable to consult a legal professional to ensure the MOA meets legal standards and protects the interests of all parties involved.
Need more help? Post your legal needs and consult with an attorney today.
