MOU Generator

About the MOU Generator

Pick the kind of cooperation — a business collaboration, a joint project, a vendor or partner arrangement, or an academic or research tie-up — and add two to five parties, each with a short name and what it will do. The generator writes the background, purpose and scope, each party’s responsibilities, money and costs, intellectual property, confidentiality, optional exclusivity and non-solicitation, publicity, the plan for a definitive agreement, term and termination, governing law and disputes, and signature blocks with witnesses.

The key choice is which clauses bind. By default the commercial understanding (scope, responsibilities, contributions) is a statement of intention, while confidentiality, costs, publicity, intellectual property, termination and governing law are binding — each clause is marked “(binding)” or “(non-binding)” and a final clause lists them by number. You can change any of them or make the whole MoU binding. The tool deliberately refuses MoUs for selling land or a flat, which are really agreements for sale.

Common uses

• A company and a college agreeing on internships, guest lectures and joint research.
• Two businesses exploring a joint product or co-marketing before signing a contract.
• A startup and a vendor or channel partner recording roles and confidentiality while terms are worked out.
• NGOs, foundations and institutions setting out a programme partnership.

When does an MoU become a contract?

The label does not decide it. Under the Indian Contract Act 1872, an agreement enforceable by law is a contract (s.2(h)), and an agreement is a contract when it is made by the free consent of parties competent to contract, for a lawful consideration and with a lawful object, and is not declared void (s.10). An agreement whose meaning is not certain, or capable of being made certain, is void (s.29). So an MoU that records settled terms with an intention to be bound can be a contract; one that records only intentions, leaves the essential terms to be agreed, and says it is not binding, generally is not.

That is why this tool states, clause by clause, what is binding. Keep the non-binding parts written as intentions (“the Parties intend to…”), and sign a definitive agreement before acting on them.

Which clauses are usually binding

• Confidentiality — so that information shared during the talks is protected.
• Costs — each party bears its own unless agreed in writing.
• Exclusivity and non-solicitation, if used — otherwise they mean nothing.
• Publicity — no announcements or use of logos without consent.
• Intellectual property — each party keeps what it brings; no licence is implied.
• Term and termination, governing law and disputes, notices — so the binding clauses can be enforced in the forum chosen.

Scope, responsibilities and financial contributions are usually non-binding until a definitive agreement is signed. If you make them binding, they must be definite enough to enforce.

Why MoUs to sell property are not supported

People often sign an “MoU” for the sale of a flat or land. That is really a contract for the sale of immovable property: it does not of itself create any interest in the property, and the sale itself can be made only by a registered instrument (Transfer of Property Act 1882, s.54). A contract to transfer property relied on for part performance must be registered (Registration Act 1908, s.17(1A)), and State stamp duty applies. A loosely worded MoU can leave the buyer’s money unprotected, so the tool stops and asks you to use a lawyer-drafted agreement for sale. A real-estate marketing tie-up is not a sale — you can confirm that and continue.

Stamp duty, registration and signing

An MoU is an “agreement or memorandum of an agreement” under Article 5 of Schedule I to the Indian Stamp Act 1899; each State’s stamp law sets the duty, so check the rate where it is signed and use e-stamp paper or e-stamping. An unstamped document cannot be admitted in evidence until the duty and a penalty are paid (s.35). Registration is compulsory only for documents listed in s.17 of the Registration Act — mainly those creating rights in immovable property, which a collaboration MoU normally does not. MoUs are not excluded from electronic signatures by the Information Technology Act 2000 (First Schedule).

Disputes

The default is negotiation for thirty days, then the courts of a city you choose. If you prefer arbitration, the clause refers disputes to a sole arbitrator with a named seat; an arbitration agreement must be in writing (Arbitration and Conciliation Act 1996, s.7).

Sources

• Indian Contract Act 1872 — ss.2(h), 10, 27, 29
• Transfer of Property Act 1882 — s.54
• Registration Act 1908 — ss.17(1), 17(1A)
• Indian Stamp Act 1899 — s.35; Schedule I, Article 5
• Arbitration and Conciliation Act 1996 — s.7
• Information Technology Act 2000 — s.1(4), First Schedule

Limitations

• A generic template, not legal advice. Joint ventures with shared ownership, investments, government tenders and cross-border deals need a lawyer.
• MoUs to sell or buy land, a flat or other property are not drafted — use an agreement for sale prepared by a lawyer.
• Government departments and universities often require their own MoU formats; use theirs when they insist.
• Stamp duty is not calculated; State rates change by notification.
• The first DOCX or PDF download needs a connection to load the document engine; Copy and Print work offline.

Privacy

Everything happens in your browser. Party names, addresses and the terms you type are not uploaded or stored by MySmartCoPilot. If you tick Keep a draft in this browser, the form is saved in this browser’s local storage until you untick it.