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1. Parties: Full legal names and addresses of all parties involved in the MOI
2. Background/Recitals: Context and circumstances leading to the MOI, including brief description of each party's business and their mutual interest
3. Definitions: Key terms used throughout the document, keeping it minimal compared to a full contract
4. Purpose and Scope: Clear statement of the intended collaboration or transaction that parties are considering
5. Principal Terms: High-level outline of the key terms and conditions being considered for the future relationship
6. Duration and Timeline: Period during which the MOI is effective and proposed timeline for progressing to formal agreement
7. Non-Binding Nature: Clear statement that the MOI is not legally binding except for specific clauses
8. Confidentiality: Basic confidentiality obligations regarding discussions and shared information
9. Signatures: Execution block for authorized representatives of all parties
1. Exclusivity: Used when parties want to agree not to negotiate with others during the MOI period
2. Costs and Expenses: Include when there are significant costs during the preliminary phase that need to be addressed
3. Good Faith: Additional clause emphasizing commitment to honest and fair dealings
4. Governing Law and Jurisdiction: Include for international parties or complex arrangements
5. Break Fee: Used in high-value transactions where compensation for withdrawal needs to be addressed
6. Intellectual Property Protection: Include when discussions involve sharing of intellectual property
7. Next Steps: Used when specific actions or milestones need to be outlined for progressing to formal agreement
1. Initial Business Plan: High-level outline of proposed business collaboration or transaction structure
2. Key Commercial Terms: Preliminary commercial terms being considered for the final agreement
3. Timeline: Detailed timeline of proposed steps towards formal agreement
4. Contact Details: List of key contacts and their roles for each party
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