A memorandum of understanding (MOU) in a joint venture situation. This represents the good faith intentions of the parties to proceed but is not legally binding. This document is drafted in favour of joint venture participants other than the leader.

The Main Contents of This Document Addresses:

The parties believe that the joint venture will be in their mutual best interests. They recognise that the various arrangements will need careful review but each will endeavour in good faith to agree with the detailed terms of the joint venture, on the basis of the principles set out in this Memorandum, and to take all necessary other actions in order successfully to establish the joint venture.

How to use this Document?

The parties' preferred intention is to create a new jointly-owned company into which they would transfer their existing interests. The parties will consider appropriate alternative structures if that becomes necessary or desirable because of tax and cost-efficiency.

The parties' preferred intention is to create a new jointly-owned company. The parties will consider appropriate alternative structures if that becomes necessary or desirable because of tax and cost-efficiency.

Pending completion of the joint venture, each party shall ensure that its business and interests to be vested in the joint venture are carried on in the ordinary and usual course. Neither party (nor any member of their respective groups) can enter into any new venture or material transaction likely to have a material effect on the joint venture without the parties consulting each other beforehand.

This memorandum of Understanding (MOU) should be a representative of good faith intentions and is not legally binding, and hence is a heads of agreement.