Memorandum of Understanding (Services Agreement)

This Memorandum of Understanding: Services Agreement is intended for use as a preliminary, non-binding heads of terms document where a supplier and a business client want to record the main commercial and legal points before entering into a full Services Agreement.

It is designed to help the parties clarify the proposed services arrangement at an early stage, reduce scope for misunderstandings, and create a structured basis for the detailed binding agreement that is to follow.

Use this MOU to frame the deal before the full Services Agreement is drafted

The document provides a detailed heads of terms framework for a proposed business-to-business services arrangement. Once agreed and signed, it can be used as a practical reference point when instructing legal advisers to prepare the definitive Services Agreement.

Because the key points have already been identified and recorded, the drafting process for the full agreement may be quicker and more straightforward.

Key points the MOU can help the parties address

This template includes a broad menu of optional and alternative provisions so that the parties can record the points that matter to their proposed arrangement.

• the scope and structure of the proposed services relationship;
• the main legal and commercial issues that will need to appear in the final agreement;
• whether either party is to have exclusivity protections; and
• the agreed basis on which the definitive Services Agreement is to be prepared.

The exclusivity options include provision for restricting the client from purchasing competing services from a third party, and provision for restricting the supplier from supplying similar services to a third party.

Helpful guidance before you use this document

Before using this MOU, it is worth reading the Guidance Notes on Heads of Terms, Memoranda of Understanding, Letters of Intent and Term Sheets. Those notes cover important general issues relevant to pre-contract documents of this kind.

The guidance sits within the Heads of Terms and Contract Formation section, where this MOU is also included alongside other memorandum of understanding templates.

Memorandum of Understanding (Services Agreement) is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.