Quote from chief_editor on January 16, 2026, 7:13 am

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MOU”) is entered into as of [Date]

by and between:

Party A
Legal Name: __________________________
Registration Number: ________________
Registered Address: __________________

and

Party B
Legal Name: __________________________
Registration Number: ________________
Registered Address: __________________

(each a “Party” and collectively the “Parties”).

1. Background and Intent

The Parties wish to record their preliminary understanding regarding a potential commercial cooperation involving the supply, purchase, distribution, or development of [description of commodity, product, or project] (the “Proposed Transaction”).

This MOU is intended to define the framework, principles, and key commercial assumptions under which the Parties will further evaluate and negotiate a definitive agreement.

2. Scope of Proposed Transaction

Subject to further negotiation and due diligence, the Parties intend to explore cooperation in relation to:

a) type and specification of goods or services;
b) indicative volumes or capacities;
c) preliminary pricing principles or pricing mechanisms (without fixed prices);
d) delivery concepts, logistics routes, or project milestones;
e) quality standards, inspection concepts, or acceptance principles;
f) regulatory, permitting, or compliance considerations.

All detailed rights and obligations shall be subject to a definitive agreement to be negotiated and executed separately.

3. Roles and Responsibilities

The Parties acknowledge their respective preliminary roles as follows:

Party A intends to act as [buyer / seller / supplier / developer].
Party B intends to act as [buyer / seller / offtaker / partner].

No Party shall be deemed to have assumed any binding obligation to perform unless and until a definitive agreement is executed.

4. Due Diligence and Information Exchange

Each Party may conduct technical, commercial, financial, and legal due diligence in connection with the Proposed Transaction. Information exchanged for such purposes shall be treated as confidential in accordance with Clause 8 of this MOU or any applicable non-disclosure agreement.

5. Indicative Commercial Terms

The Parties acknowledge that the following items may be discussed on a non-binding basis:

a) estimated transaction value or pricing framework;
b) payment concepts or trade finance structures;
c) delivery schedules or project timelines;
d) allocation of major commercial risks.

Any such discussions shall not constitute binding commitments unless expressly stated otherwise in writing.

6. Exclusivity (If Applicable)

[Optional Clause]

For a period of [time period], the Parties may agree to conduct discussions on an exclusive basis with respect to the Proposed Transaction. Exclusivity shall apply only if expressly confirmed in writing and shall not obligate either Party to conclude a definitive agreement.

7. Costs and Expenses

Each Party shall bear its own costs, expenses, and professional fees incurred in connection with this MOU, the discussions contemplated herein, and any due diligence activities, unless otherwise agreed in writing.

8. Confidentiality

Each Party agrees to keep confidential all non-public information disclosed in connection with this MOU and to use such information solely for the purpose of evaluating the Proposed Transaction. This obligation shall survive the termination or expiration of this MOU.

9. Non-Binding Effect

Except for Clauses relating to confidentiality, governing law, costs, and any expressly stated binding provisions, this MOU is non-binding and does not create any obligation on either Party to enter into the Proposed Transaction.

Neither Party shall be liable to the other for failure to reach or execute a definitive agreement.

10. Term and Termination

This MOU shall enter into effect on the date first written above and shall remain valid for a period of [six (6) to twelve (12)] months, unless terminated earlier by written notice from either Party.

11. Governing Law and Jurisdiction

This MOU shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction]. Any dispute arising out of or in connection with this MOU shall be subject to the jurisdiction of the competent courts of [Jurisdiction].

12. Entire Understanding

This MOU constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, representations, or communications.

Any amendment to this MOU shall be made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this MOU as of the date first written above.

Party A

Signature: _______________________
Name: __________________________
Title: __________________________
Date: __________________________

Party B

Signature: _______________________
Name: __________________________
Title: __________________________
Date: __________________________

Practical Notes

In commodity and industrial trade, an MOU is often used as a structured pre-contract document. Parties should clearly understand that commercial certainty is achieved only through a definitive agreement. This template is intended to support informed discussion rather than replace professional legal advice.