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Contract Memorandum Format

As the spirit of the rule of law continues to develop, people pay more and more attention to contracts, and contracts play an increasingly important role. Signing a contract can ensure that our legitimate rights and interests are protected by law. So what should you pay attention to when drafting a contract? Below is the contract memorandum format that I have compiled for you. I hope it will be helpful to you.

Party A:

Party B:

This memorandum of understanding was signed on the day of the year.

Party A, a company established and existing under the laws of China, with a legal address at; and Party B, a company established and existing under the laws of China, with a legal address at;

Party A and Party B Hereinafter individually referred to as "one party" and combined as "both parties".

Foreword (in view of)

1. Brief introduction to the situation of Party A

2. Brief introduction to the situation of Party B

3. Transactions intended to be engaged in by both parties Situation Brief

4. Both parties agree that before the implementation of this project, both parties must obtain all necessary approvals within the company to sign a binding contract (hereinafter collectively referred to as the "Project Contract"). The specific terms of the project contract are subject to negotiation and agreement by both parties.

5. Both parties hope to record the current status of this project through this memorandum. The specific content of this project will be finalized by the project contract signed by both parties after subsequent negotiations.

Based on the above facts, the two parties have reached an agreement as follows:

1. The two parties have reached a preliminary understanding on matters.

2. Matters that require further negotiation between the two parties.

3. Actions that both parties should take after signing the memorandum.

4. Confidential information.

4.1 Before the signing of this Memorandum and during the validity period of this Memorandum, one party ("Disclosing Party") has or may from time to time disclose to the other party ("Recipient") the party's business, marketing, technology, scientific or Other information that is designated as confidential (or similarly designated) at the time of disclosure or is disclosed under conditions of confidentiality or that is deemed confidential in the reasonable business judgment of the parties ("Confidential Information"). During the validity period of this memorandum and the subsequent years (months), the recipient must:

A. Keep confidential information confidential;

B. It shall not be used for purposes other than those expressly provided for in this memorandum. `Purposes other than the purpose;

C. Except for employees of the party (or its affiliates, lawyers, accountants or other consultants of the party) who really need to know the confidential information in order to perform their duties, no Disclosed to any other person, and the above-mentioned persons must sign a written confidentiality agreement, in which the confidentiality obligations shall be no less stringent than those specified in this Article.

4.2 The above provisions of Article 4.1 do not apply to the following information:

A. The recipient has written records that existed before the disclosing party disclosed it to it to prove that it has mastered it;

B. It has been or will be entered into the public domain due to the recipient's violation of this memorandum;

C. The recipient obtained the information from a third party that has no confidentiality obligation.

4.3 After the expiration or termination of this memorandum, the recipient shall return to the other party (or destroy at the request of the other party) all materials (including copies) containing the other party’s confidential information, and after the other party makes this request Provide a written guarantee to the other party within ten days that the above materials have been returned or destroyed.

5. Exclusive Negotiation

No party shall directly or indirectly conduct any consultation, negotiation, understanding or any form of agreement with a third party on the subject matter of this memorandum before the date of the year. or arrangement.

6. The contents of this memorandum are confidential

Unless reasonably necessary in accordance with legal provisions, neither party shall make any public statements or make any disclosures regarding this memorandum without the prior written consent of the other party. .

7. Intellectual Property Rights

Both parties confirm that one party has not obtained any intellectual property rights (including but not limited to copyrights, trademarks, trade secrets, professional technologies, etc.) from the other party as a result of this memorandum. ) or rights to such intellectual property rights.

8. Modification of this Memorandum

Modification of this Memorandum requires the written consent of both parties.

9. This memorandum has non-binding terms

Both parties confirm that, except for Articles 4 to 13 (including Articles 4 and 13), Except as binding on the parties, this MOU is not a binding or enforceable agreement or project contract, nor does it create an obligation between the parties to perform any act, whether or not such act is expressly stated in this MOU to be performed or intended to be performed. .

10. Transfer of this Memorandum

No party may transfer this Memorandum without the prior written consent of the other party.

11. Each party shall bear its own expenses

Unless otherwise expressly agreed in this memorandum, any party shall bear the expenses incurred by it in engaging in the activities specified in this memorandum.

12. No liability for indirect losses

No party shall be liable for any indirect or incidental loss or damage, loss or damage to goodwill, or loss of income or profits in connection with this memorandum. responsibility.

13. Effectiveness and Termination of this Memorandum

This Memorandum shall take effect upon signature by both parties and shall terminate on the following dates (whichever is the earliest):

A. The two parties shall replace this memorandum with a project contract or further agreement on the subject matter of this memorandum;

B. Either party does not need to provide any reason and give the other party one month's written notice to terminate this memorandum;

C. 60 days after signing this memorandum.

Sections 4, 5, 9, 10, 11, 12, and 13 shall remain in effect after the termination of this Memorandum.

14. Applicable law and arbitration

This memorandum shall be governed by law. The parties agree that any dispute arising out of this MOU shall be resolved through negotiation within 30 days; if the resolution cannot be resolved, either party may submit the dispute to arbitration in the language of .

This is to certify that duly authorized representatives of both parties have signed this Memorandum of Understanding on the date stated at the beginning of this article.

Party A

Party B