Creating a Memorandum of Contract

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Creating a Memorandum of Contract should not be taken lightly. It is an important document that lays the foundation for a successful business venture or project, and serves to protect interests, build trust between parties and resolve any disputes that may arise. The Genie AI team has extensive experience in drafting Memorandum of Contracts and understand just how beneficial they can be in making sure a project or venture runs as smoothly as possible.

Having a well-crafted agreement in place can help to ensure all parties are held accountable for their actions, avoid misunderstandings and facilitate communication. Taking the time to write up this document, with all the key information included, is perhaps one of the best investments you can make before embarking on any project or venture.

At Genie AI we provide free Memorandum of Contract templates so you can draw up your own agreement quickly and easily – no lawyer required! Our template library includes millions of data points so you can create accurate, market-standard contracts in no time. We also have step-by-step guidance on our website to make sure all bases are covered: from deciding which clauses should be included in your contract to understanding what each clause means and how it applies to your specific situation.

In short, using our templates does not require you to have an account with us - we just want to help ensure that every venture succeeds! So read on for more information about our template library today – and get ready for success tomorrow!

Definitions (feel free to skip)

Contents

• Establishing the Parties Involved
• Identifying the parties
• Verifying contact information
• Defining the Contract’s Terms
• Identifying the subject of the agreement
• Defining the rights and obligations of each party
• Setting a Date of Execution
• Agreeing on a date
• Outlining the Responsibilities of Each Party
• Documenting any required activities
• Listing any required resources
• Specifying the Conditions of Performance
• Defining the conditions that must be met
• Establishing any deadlines
• Defining the Scope of the Agreement
• Identifying the areas covered in the contract
• Determining Compensation
• Establishing the payment amount
• Specifying the payment schedule
• Including Confidentiality Provisions
• Establishing the confidential information to be protected
• Establishing the restrictions on the use of the confidential information
• Specifying Dispute Resolution Procedures
• Describing the dispute resolution process
• Specifying the parties responsible for dispute resolution
• Inserting a Severability Clause
• Clarifying that the remainder of the contract is still valid if any part is deemed invalid
• Finalizing the Agreement
• Verifying the accuracy of the agreement
• Proofreading the agreement
• Executing the Agreement
• Signing the agreement
• Notarizing the agreement (if required)
• Storing the Agreement
• Making a copy of the agreement
• Storing the agreement in a secure location

Get started

Establishing the Parties Involved

• Identify who will be involved in the contract and the roles they will play (e.g. contractor, subcontractor, supplier, etc.)
• Include the name and contact information for each party
• Make sure that all parties have acknowledged their involvement in the memorandum
• Obtain signatures from parties who will be involved in the contract
• Make sure all parties are in agreement with the terms of the memorandum

How you’ll know when you can check this off your list and move on to the next step: Once all parties have acknowledged their involvement and provided their signatures, you will be able to move on to the next step of identifying the parties.

Identifying the parties

• Verify who the parties involved are and make sure their names are spelled correctly
• Make note of any aliases or titles for each party
• Write down the full legal names of each party and include any titles associated with them
• Record any associated companies or organizations for each party
• Make sure the parties have given their full consent to the contract
• Once you have verified that the parties involved are identified correctly, you can move on to verifying contact information.

Verifying contact information

• Verify the contact information of both parties to the contract (i.e. full name, address, email, etc.)
• Ensure that all contact information is accurate and up-to-date
• Check that contact information is provided in the memorandum of contract
• Make sure that all contact information is legible
• When all contact information is verified, you can move on to the next step: Defining the Contract’s Terms.

Defining the Contract’s Terms

• Determine which parties are involved in the contract and provide their contact information
• List out the specific terms of the agreement, including all expectations of each party
• Address any potential risks or liabilities that could arise from the agreement
• Make sure all the terms are clear and concise, avoiding any ambiguity
• Have each party review and approve the terms of the agreement
• Make sure that all the terms are consistent with applicable laws and regulations
• When all parties have signed off on the contract’s terms, you can check this step off your list and move on to the next step.

Identifying the subject of the agreement

• Take the time to read through the contract to make sure you understand the agreement and its terms.
• Identify the subject of the agreement and make sure it is clearly stated in the contract.
• Make sure the parties involved in the contract are clearly identified, including their full names and contact information.
• When you have identified the subject and the parties involved, you can check this step off your list and move on to the next step.

Defining the rights and obligations of each party

• Discuss the rights and obligations of each party in detail and include any additional terms and conditions
• Make sure to include all relevant details in the memorandum for clarity
• Any clauses or terms that are not agreed upon should be noted
• Have each party sign the memorandum after all terms and conditions are agreed upon

You can check this off your list when both parties have agreed to the rights and obligations of each party and have signed the memorandum.

Setting a Date of Execution

• Determine when the contract will be valid and take effect.
• Consider the timeline of the contract and ensure that all parties involved are able to comply with the timeline.
• Establish a date of execution and write it into the Memorandum of Contract.
• Include the date of execution in the closing paragraph of the contract.
• Once the date of execution is established, the Memorandum of Contract can be completed and ready to be signed by the parties involved.

Agreeing on a date

• Discuss the date you and your partner have set for the contract to go into effect
• Exchange documents to formally agree on the date
• After both parties have agreed to the same date, the Memorandum of Contract will be valid
• You can check this off your list and move on to the next step once both parties have agreed to the same date for the contract to go into effect.

Outlining the Responsibilities of Each Party

• Outline the obligations, duties, and responsibilities of each party in the agreement
• Include any deliverables or services that each party is obligated to provide
• Clearly state the terms of the agreement and any deadlines or milestones to be met by each party
• Specify any duties that can be delegated to third parties, if applicable, and what the responsibilities of each party are in that arrangement
• Identify any financial contributions or obligations and include them in the agreement
• Once you have outlined all of the responsibilities of each party, you can move on to documenting any required activities in the next step.

Documenting any required activities

• Identify all activities that must be completed by each party as part of the contract and document them in the memorandum
• Record the timeframe for each activity and the individual or party responsible for it
• Ensure that all activities are clearly stated and that all parties understand and agree to their responsibilities
• When all activities have been listed, reviewed, and agreed to by all parties, this step has been completed and you can move on to the next step.

Listing any required resources

• Make a list of all resources required to execute the contract
• Consider any physical materials, technology, software, or services that may be necessary to honor the terms of the contract
• Ensure that all necessary resources are identified, available, and approved by both parties
• Once the list of resources is complete, move on to the next step of specifying the conditions of performance

Specifying the Conditions of Performance

• List all applicable performance conditions that must be met, such as timelines and deadlines, delivery of services, and other requirements
• Document any additional considerations, such as geographic boundaries, limitations on subcontracting, and the like
• Specify the payment terms and conditions, such as when payment is due and the form of payment (e.g., check or credit card)
• Describe the terms of cancellation or suspension of the agreement, such as the condition of services or payment of fees
• Make sure to include a clause that outlines the limitations of liability in the event of an error or breach of contract
• Consider including a clause that releases both parties from any further obligations once the contract has been satisfied
• Ensure all performance conditions are agreed upon and signed by both parties
• Once the conditions of performance have been specified and agreed upon, check it off your list and move on to the next step of defining the conditions that must be met.

Defining the conditions that must be met

• Review the terms of the contract and identify any conditions that must be met.
• Make a list of the conditions that must be met and provide details on each one.
• Consider any deadlines that are associated with each condition and provide a timeline for when each condition will be met.
• Ensure that all conditions are clearly defined and understood by both parties.
• When all conditions have been identified, defined and agreed to by both parties, you can check this step off your list and move on to the next step.

Establishing any deadlines

• Identify any deadlines that must be met in the contract, such as completion dates or payment dates.
• Make sure all deadlines are reasonable and agreed upon by both parties.
• Ensure that the deadlines are clearly stated in the contract.
• Once all deadlines have been established and agreed upon, you can move on to the next step.

Defining the Scope of the Agreement

• Identify the parties involved in the agreement, including their full legal names and addresses.
• Outline the purpose of the agreement, the services to be provided, the responsibilities of the parties, and any specific obligations of each party.
• Detail the timeframe of the agreement, including start and end dates and any payment schedules.
• Agree on any additional terms and conditions, such as confidentiality agreements or indemnity clauses.
• Include any applicable laws or regulations that must be followed.

Once you have outlined the scope of the agreement, you can move on to the next step of identifying the areas covered in the contract.

Identifying the areas covered in the contract

• Brainstorm and discuss all areas that should be addressed in the contract
• Include details such as timeframes for the completion of the project, payment schedule, roles and responsibilities of each party, and dispute resolution
• Discuss any potential risks or liabilities associated with the project
• Outline the conditions under which either party can terminate the contract
• Draft a memorandum of contract that covers all these areas
• Have each party review and sign the memorandum of contract
• Once both parties have agreed to the contract, it can be considered legally binding
• Check off this step when the memorandum of contract has been finalized and signed by both parties.

Determining Compensation

• Identify the type of compensation that is being offered (e.g. hourly rate, salary, commission, one-time payment, etc.)
• Determine the payment amount (based on the type of compensation being offered)
• Include a clause in the memorandum of contract that outlines the exact payment amount
• Make sure to include a clause that outlines any potential bonuses or additional payments

Once you have identified the type of compensation and established the payment amount, you can move on to the next step.

Establishing the payment amount

• Determine the amount of money that will be exchanged between the two parties
• How much will each party receive or pay out
• Consider taxes, fees, and other applicable costs
• Make sure both parties are in agreement with the payment amount
• Document the payment amount in the memorandum of contract

You can check this step off your list and move on to the next step once you have agreed upon the payment amount and documented it in the memorandum of contract.

Specifying the payment schedule

• Clearly state the schedule, including payment due dates and payment penalties
• Agree on payment options, such as checks, electronic payments, or cash
• Include any payment discounts or incentives
• Have both parties sign the memorandum of contract to indicate agreement

You can check this step off your list when both parties have agreed on the payment schedule, payment options, discounts, incentives, and have signed the memorandum of contract.

Including Confidentiality Provisions

• Draft a clause that outlines the confidential information covered by the contract
• Draft a clause that outlines the parties’ obligations, such as when disclosure of confidential information is allowed
• Draft a clause that outlines the consequences for unauthorized disclosure of confidential information
• Use clear, concise language in the clauses to ensure they are understandable and enforceable
• Once all clauses are drafted, review and revise them as needed
• When all clauses are finalized and all parties agree, the memorandum of contract is complete and ready to be signed

Once all clauses related to confidentiality provisions are finalized and all parties agree, you can check this off your list and move on to the next step of establishing the confidential information to be protected.

Establishing the confidential information to be protected

• Brainstorm the information that needs to be protected, such as trade secrets, customer lists, financial reports, or product designs
• Consider if there are any documents that contain confidential information that needs to be protected
• Identify the parties that will have access to the confidential information
• Draft a list of all the confidential information that needs to be protected
• Make sure to include all the confidential information that needs to be protected
• Include the list of confidential information into the memorandum of contract

Once you have identified the confidential information that needs to be protected, drafted a list of all the confidential information, and included the list into the memorandum of contract, you can check this step off your list and move on to the next step.

Establishing the restrictions on the use of the confidential information

• Determine the specific restrictions that must be outlined in the memorandum of contract.
• Include restrictions regarding the use of the confidential information, such as prohibiting its disclosure to third parties or limiting its use to a certain purpose.
• Specify the consequences for violating the restrictions, such as financial penalties or the termination of the contract.
• Once the restrictions have been determined and specified, the step can be marked as complete.

Specifying Dispute Resolution Procedures

• Outline the dispute resolution process that will be followed in the event of a disagreement between the parties
• Identify the type of dispute resolution process that will be used, such as arbitration, mediation, or litigation
• Specify the details of the process, such as the timeframe for filing a claim, the location for the hearing, or the fees associated with the dispute resolution process
• Make sure all parties agree to the dispute resolution process and sign the memorandum to confirm
• Once all parties have agreed to and signed the memorandum, you can move on to the next step of describing the dispute resolution process in the contract.

Describing the dispute resolution process

• Outline the procedures to be used in the event of a dispute, such as mediation, arbitration, or court proceedings
• Describe the timeline for dispute resolution and the applicable law
• Ensure that the dispute resolution process is included in the Memorandum of Contract
• When the dispute resolution process is clearly outlined in the Memorandum of Contract, it is ready to be signed by both parties.

Specifying the parties responsible for dispute resolution

• Ensure that all parties involved in the contract are named and identified in the memorandum
• List out the contact information and roles of the respective parties
• Specify the parties that will be responsible for dispute resolution in the contract
• This can include a neutral third-party mediator, or agreed-upon representatives of each party
• Once you have identified the responsible parties and included them in the memorandum, check off this step and move on to the next step.

Inserting a Severability Clause

• Review the Memorandum of Contract to identify any clauses that may be deemed invalid in the future
• Determine if adding a Severability Clause would be beneficial
• If so, draft a Severability Clause that states any invalid or unenforceable portion of the contract shall be ineffectual without invalidating the remainder of the contract
• Insert the Severability Clause in the Memorandum of Contract
• Have all parties involved in the contract review and sign the Severability Clause
• Once the Severability Clause has been signed by all parties involved, you can check this off your list and move on to the next step.

Clarifying that the remainder of the contract is still valid if any part is deemed invalid

• Draft a clause that states that any part of the contract that is deemed invalid or unenforceable will not render the entire contract invalid or unenforceable
• Include a statement in the clause that if any part is deemed invalid or unenforceable, the remainder of the contract will still remain in effect
• Verify that the clause is in accordance with applicable laws in your jurisdiction
• When the clause is finalized, you can check this off your list and move on to the next step, Finalizing the Agreement.

Finalizing the Agreement

• Review the entire memorandum of contract and ensure that it accurately reflects the agreement between the parties
• Have both parties sign off on the agreement and obtain copies of the signed document
• Ensure that the document is securely stored in a safe place
• You have completed this step when both parties have signed off on the document and have copies of the signed agreement
• You can now move on to verifying the accuracy of the agreement.

Verifying the accuracy of the agreement

• Carefully review the agreement line-by-line to ensure that all the terms and conditions are accurate.
• Make sure that all the parties’ names, addresses, and contact information are correct.
• Verify that all the clauses in the contract are consistent with any other existing documents or verbal agreements.
• Check that all the dates and deadlines mentioned in the agreement are accurate.
• Confirm that all the figures, prices, and payment terms are correct.
• Make sure that all the signatures are present.

When you have verified the accuracy of the agreement, you can move on to the next step: proofreading the agreement.

Proofreading the agreement

• Carefully review the agreement for typos, grammar, or incorrect information
• Read the agreement aloud to yourself to ensure that it reads clearly
• Have someone else read the agreement to make sure it is error-free
• Make sure that any dates, times, or other information are accurate
• Check that all signatures are present and correct

When complete, you will have confirmed that the agreement is mistake-free and ready to be executed.

Executing the Agreement

• Obtain two copies of the agreement, one to be signed by each party.
• Each party should read and sign each copy of the agreement.
• Once both parties have signed the agreement, exchange copies of the agreement.
• Once a copy of the agreement is exchanged, the agreement is legally binding and enforceable.
• You will know you have completed this step when both parties have signed the agreement and exchanged copies.

Signing the agreement

• Both parties should sign the contract in the presence of each other
• Each party should sign each page of the Memorandum of Agreement
• Each party should keep a copy of the agreement for their records
• Once both parties have signed the agreement, it will be considered legally binding.

You will know that you can check this off your list and move on to the next step when both parties have signed the Memorandum of Agreement.

Notarizing the agreement (if required)

• Check with the relevant state laws to see if notarizing the agreement is required.
• If it is, contact a notary public and make an appointment.
• Bring the agreement and any required identification to the appointment.
• Sign the agreement in the presence of the notary public and make sure the document is properly notarized.
• Get a copy of the notarized agreement and keep it in a safe place.
• You can check off this step and move on to the next step of storing the agreement once the document is properly notarized.

Storing the Agreement

• Place the original agreement in a secure, dry, and accessible location.
• Make sure all parties involved in the agreement have access to the original document, if needed.
• Label the document with the parties involved and the date the agreement was signed.
• When you are finished, you can check this step off your list and move on to making a copy of the agreement.

Making a copy of the agreement

• Use a copy machine to make a copy of the agreement.
• Make sure the copy is clear and legible.
• Check that all pages have been copied correctly.
• Once the copy is made and checked, you have completed this step and can move on to the next one.

Storing the agreement in a secure location

• Create a physical file to store the agreement, or use a digital filing system
• Store the agreement in a secure, location accessible to all parties involved
• Make sure the agreement is labeled clearly and easily identifiable
• When you have finished storing the agreement, check it off your list to ensure you have completed this step

FAQ:

Q: How does the memorandum of contract differ from a standard contract?

Asked by Brandon on 07/19/2022.
A: A memorandum of contract is a short-form document which summarises the key points of an agreement between two parties. This document is often used to provide an overview of the terms agreed upon and details the specific obligations or rights of each party. A standard contract is a much more detailed agreement which specifies all the terms in greater detail, including any conditions or clauses that apply.

Q: What is the purpose of a memorandum of contract?

Asked by Isabella on 11/17/2022.
A: The primary purpose of a memorandum of contract is to provide a concise and clear summary of the key points agreed upon between two parties. This document serves as a reference point for both parties to refer back to throughout their business relationship. It also provides legal protection for both parties, in case of any disputes that may arise in the future.

Q: Are there any legal requirements for creating a memorandum of contract?

Asked by Michael on 03/05/2022.
A: Generally speaking, there are no legal requirements for creating a memorandum of contract. However, it is always advisable to seek professional legal advice if you are unsure about any aspects of the agreement. Additionally, depending on your jurisdiction, there may be specific laws and regulations which must be taken into consideration when drafting a memorandum of contract.

Q: What should I include in a memorandum of contract?

Asked by Emma on 06/10/2022.
A: Generally speaking, a memorandum of contract should include all the essential elements of an agreement between two parties, such as details about each party’s obligations and rights, as well as any conditions or clauses that apply. Additionally, it should also include details such as names and contact information for both parties, date the agreement was signed, and any other relevant information that will help both parties understand and agree to the terms outlined in the document.

Q: How do I ensure my memorandum of contract is legally binding?

Asked by Joshua on 12/02/2022.
A: In order to ensure your memorandum of contract is legally binding, it must be agreed upon by both parties and signed by all involved individuals. Additionally, depending on your jurisdiction, there may be other requirements such as having the agreement notarised or witnessed by an authorised third party. It is therefore important to seek legal advice when creating a memorandum of contract to ensure it meets all legal requirements in your jurisdiction.

Q: How long should a memorandum of contract be?

Asked by Ashley on 04/24/2022.
A: The length of a memorandum of contract will depend on its purpose and the complexity of its contents. Generally speaking, however, it should be kept relatively short and should not exceed more than 2-3 pages in length. This helps ensure both parties understand all the terms outlined in the document and keeps it concise and easy to refer back to whenever necessary.

Q: Are there any differences between UK and US laws regarding memorandums of contracts?

Asked by Matthew on 09/15/2022.
A: Although both UK and US laws share many similarities when it comes to creating memorandums of contracts, there are some key differences which should be taken into consideration when drafting one for either jurisdiction. For example, US law requires all contracts to be signed by all involved individuals before they become legally binding whereas UK law does not have this requirement in place. Additionally, US law also requires contracts to be notarised or witnessed in some cases whereas UK law does not have this requirement either. Therefore it is important to take into consideration these differences when drafting a document for either jurisdiction.

Q: Is it necessary to have an attorney review my memorandum of contract?

Asked by Olivia on 01/09/2022.
A: Although it is not mandatory to have an attorney review your memorandum of contract before signing it off, it is highly recommended if you are unsure about any aspects in the document or would like additional advice regarding legal requirements applicable in your jurisdiction. An attorney can help ensure all relevant details are included in the document and that you fully understand all terms outlined within it before signing off on them.

Q: Can I include additional clauses or conditions in my memorandum of contract?

Asked by Jacob on 10/30/2022.
A: Yes, you can include additional clauses or conditions in your memorandum of contact if necessary. However, it is important that these clauses or conditions are relevant to the agreement between two parties and do not conflict with any existing laws or regulations applicable in your jurisdiction. It is also recommended that you seek professional legal advice if you are unsure about any aspect before including them in your document as they can have significant implications if enforced wrongly or without proper understanding from both parties involved.

Q: How often should I update my memorandum of contact? Asked by Abigail on 08/02/2022. A: The frequency at which you should update your memorandum of contact will depend on how frequently you use it and how often changes occur within your business relationship with another party involved in the agreement. As a general rule however, it is recommended that you review and update your document at least once every year or whenever changes occur which significantly affect the terms outlined within it (such as changes to regulations applicable in your jurisdiction).

Q: Can I use an online template for creating my memorandum of contact? Asked by David on 02/14/2022. A: Yes, you can use an online template for creating your memorandum of contact if necessary; however this may not always be appropriate depending on your specific needs and requirements outlined within the agreement between two parties involved (such as specific industry regulations applicable in your jurisdiction). It is therefore advisable to seek professional legal advice before using online templates as they may not always provide adequate protection for either party involved in an agreement due to their generic nature and lack of customization options available within them

Example dispute

Suing a Company Based on Breach of Contract Through a Memorandum of Contract

• Review the memorandum of contract for any evidence of breach of contract.
• Consult relevant civil laws, regulations and other legal documents to determine whether or not the breach is actionable.
• Consider filing a lawsuit in court to seek a remedy for the breach of contract.
• Prove that the company did not fulfill their responsibilities according to the memorandum of contract.
• Present evidence that the breach caused the plaintiff to suffer damages.
• Calculate the damages suffered by the plaintiff due to the breach.
• Negotiate a settlement with the company.
• If a settlement cannot be reached, proceed with a trial in court.

Templates available (free to use)

Collective Bargaining Contract Memorandum Of Contract Extending Expiring Collective Bargaining Contract S Terms
Collective Bargaining Contract Memorandum Of Contract For Successor Collective Bargaining Contract
Memorandum Of Contract

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