Memorandum of understanding is a common name for international agreements. The corresponding English form of "memorandum of understanding" is "memorandum of understanding", and sometimes it can also be written as "memo of understanding" or "MOU". Literally translated as Memorandum of Understanding. In Chinese terms, it is an agreement. It means "after both parties reach a consensus through consultation and negotiation, it will be recorded in text." "Understanding" is intended to show that "both parties to the agreement must understand each other and properly handle each other's differences and disputes." In daily life, memorandum (memo) is often used to describe "a note written to prevent forgetting", such as memopad (notepad). In addition, the phrases that are paired with it include engagement memorandum (business memorandum) and audit memorandum (audit memorandum).

In the memorandum of understanding, except for confidentiality (Confidentiality), termination (Termination), legal application (Governing Law), cost sharing, exclusive negotiation, and dispute resolution clauses, the remaining clauses are not available to both parties. Legally binding.

Until a formal treaty is signed, neither party to the MOU has any legal obligations regarding the agreement.

Memorandum of Understanding

(Party A’s name) and (Party B’s name) Signed

This Memorandum of Understanding (“this Memorandum”) is signed on [date] by the following parties Signing: [Party A’s name], a company established and existing under the laws of China [Party A’s organizational form], with its legal address at [Party A’s legal address] (hereinafter referred to as “Party A”); and [Party B’s name], a company based on [Party A’s legal address] [Party B’s organizational form] is established and exists under the laws of the country where Party B is located. Its legal address is [Party B’s legal address] (hereinafter referred to as “Party B”).

Party A and Party B are hereinafter referred to individually as "a party" and collectively as the "parties".

Foreword

(A) [Brief introduction of Party A] (B) [Brief introduction of Party B] (C) [Brief introduction of the transactions to be engaged in by both parties] ("This Project") (D) Both parties agree that before the implementation of this project, both parties need to obtain all necessary internal approvals within the company to sign a binding contract (collectively, the "Project Contract"). The specific terms of the project contract are subject to negotiation and agreement by both parties. (E) 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.

Therefore, the parties hereby agree as follows:

1. The matters on which the two parties have reached a preliminary understanding [list the matters on which the parties have reached a preliminary understanding]

2. The parties Matters to be further negotiated [List the matters to be further negotiated by both parties]

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

3.1 Both parties shall act in good faith and in accordance with the principle of good faith. Negotiations on the project contract terms will begin within [] days after the signing of this memorandum, with a view to completing such negotiations and signing the project contract on or before [date]. [Describe other actions to be taken by both parties]

4. Confidential Information

4.1 Before the signing of this Memorandum and during the term of this Memorandum, one party (the "Disclosing Party") has been or may from time to time Disclose to the other party (the "Recipient") that party's commercial, marketing, technical, scientific or other information that is designated as confidential (or similarly designated) at the time of disclosure or is disclosed in confidence, or that has been approved by both parties based on reasonable business judgment as confidential ("Confidential Information").

During the validity period of this memorandum and the following [] years, the recipient must: (a) keep confidential information confidential; (b) not use the website for any purpose other than those expressly stated in this memorandum. Ami information; (c)

Except for employees of the party (or employees of its affiliates, lawyers, accountants or other consultants of the party) who are required to carefully keep the information confidential in order to perform their duties, no information will be disclosed to Disclosure by 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 the provisions of this Article [].

4.2 The above-mentioned clause []

1 shall not apply to the following information: (a)

The recipient has information that existed before the disclosing party disclosed it to it Written records prove that it has mastered it; (b)

It has entered or will enter the public domain in the future not due to the recipient's violation of this memorandum; or (c) the recipient has no obligation to keep the information confidential. obtained by third parties.

4.3 After the expiration or termination of this MOU, [or upon request by the disclosing party at any time] the receiving party shall (1) return to the other party (or destroy at the request of the other party) all materials containing the other party’s confidential information (including copy thereof), and (2) provide the other party with a written guarantee within ten (10) days after the other party makes such request that the above materials have been returned or destroyed.

5. Exclusive Negotiations Prior to [date], neither party shall directly or indirectly engage in any consultation, negotiation, understanding or any form of negotiation or arrangement with a third party regarding the subject matter of this MOU.

6. The contents of this memorandum shall be kept confidential. Unless reasonably necessary in accordance with legal provisions, neither party shall make any public statement or make any disclosure regarding this memorandum without the other party’s prior written communication.

7. Intellectual Property Rights

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

8. Modification of this Memorandum Modification of this Memorandum can only be carried out with the written consent of both parties.

9. Both parties confirm that the binding/non-binding terms of this memorandum, except for Article [], Article 4 to Article 13 (including Article 4 and Article 13), are binding on both parties. Furthermore, this Memorandum of Understanding 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 Memorandum to be performed or intended to be performed.

10. Assignment of this Memorandum No party may assign this Memorandum of Understanding 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

Either party shall not 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 MOU. 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 earliest): (a) Both parties shall use the project contract or this This MOU is superseded by a further agreement on the subject matter of the MOU; (b) either party terminates this MOU by giving one month's written notice to the other party without providing any reason; or (c) 60 days after the signing of this MOU.

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

14. Governing Law and Arbitration

This Memorandum shall be governed by [ ] law. Any dispute arising out of this MOU between the parties shall be resolved through friendly negotiation within thirty (30) days; if it cannot be resolved, either party may submit the dispute to [name of arbitration institution] for arbitration in [language] in accordance with [Arbitration Rules] .

In witness, this Memorandum of Understanding has been signed by the duly authorized representatives of both parties on the date stated at the beginning of this document.

[Party A’s name]

[Party B’s name]