MEMORANDUM OF UNDERSTANDING

Between:
[Party A Full Legal Name], a [legal form] registered in [Country], with registered
address at [Address] (hereinafter "Party A")

and

[Party B Full Legal Name], a [legal form] registered in [Country], with registered
address at [Address] (hereinafter "Party B")

Collectively referred to as the "Parties".

1. Purpose and Scope

This MOU establishes a framework for strategic cooperation between the Parties in the
field of [describe domain, e.g., Earth Observation analytics for agricultural monitoring]
with the aim of jointly developing, piloting, and commercialising [product/service name].

The scope encompasses:
(a) Joint market development activities in [target region];
(b) Technical collaboration on [specific component];
(c) Co-submission of grant/tender applications where applicable.

2. Intellectual Property Ownership

2.1 Background IP remains the sole property of the Party that owned it prior to
this MOU. Neither Party acquires rights to the other's Background IP except as
expressly licensed under this MOU.

2.2 Foreground IP (developed jointly during collaboration) shall be jointly owned,
with each Party having the right to exploit such IP without accounting to the other,
unless a separate Joint Development Agreement specifies otherwise.

2.3 Each Party grants the other a non-exclusive, royalty-free licence to use its
Background IP solely to the extent necessary to carry out the activities described herein.

3. Duration and Termination

3.1 This MOU enters into force on the date of the last signature below and remains
valid for 24 months, unless extended by written agreement.

3.2 Either Party may terminate this MOU with 60 days' written notice.

3.3 Clauses 2 (IP), 4 (Confidentiality), and 5.3 (Dispute resolution) survive termination.

4. Governance

4.1 A Joint Steering Committee (JSC) comprising one representative per Party shall
meet quarterly (or ad hoc as required) to review progress and resolve disputes.

4.2 Decisions of the JSC require consensus. Unresolved disputes shall be escalated to
senior management within 14 days before any external proceeding.

5. Confidentiality

Each Party agrees to hold the other's Confidential Information in strict confidence for
5 years following disclosure, using at minimum the same degree of care applied to its
own confidential information (and no less than reasonable care).

6. Signatures

⚠️ Legal and management review required before signing.