Memorandum of understanding (MoU) template (Uganda)
In brief
A precedent MoU setting out the understanding between parties, flagging which terms are binding.
When to use this
When parties want to record an understanding before a full agreement.
When a bespoke document is needed instead: Where a binding contract is intended — use a full agreement; an MoU can be ambiguous on enforceability.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Title
MEMORANDUM OF UNDERSTANDING
Date & parties
THIS MEMORANDUM OF UNDERSTANDING is made on [DATE]
BETWEEN [PARTY A], of [ADDRESS] AND [PARTY B], of [ADDRESS] (together “the Parties”).
1. Purpose
1.1 The Parties wish to [purpose — e.g. explore a joint project / collaborate on [activity]] and record their present understanding.
2. Scope of the understanding
2.1 The Parties intend to: (a) [contribution / role of Party A]; (b) [contribution / role of Party B]; and (c) [shared activities].
3. Binding and non-binding terms
3.1 Clauses 4 (Confidentiality) and 5 (Costs) are intended to be legally binding. 3.2 The remaining clauses record the Parties’ intentions only and do not create binding obligations or oblige either Party to enter the full agreement.
4. Confidentiality
4.1 Each Party shall keep the other’s confidential information secret and use it only for the purpose above.
5. Costs
5.1 Each Party bears its own costs of this MoU and of negotiating the full agreement.
6. Term
6.1 This MoU runs from [DATE] until [DATE] or the signing of a full agreement, and may be ended earlier on [notice].
7. No partnership
7.1 Nothing in this MoU creates a partnership, joint venture or agency between the Parties.
8. General
8.1 Governed by the laws of Uganda; disputes resolved by negotiation and then the courts of Uganda; the binding terms survive termination.
Execution
Party A: ____________ Date: ________
Party B: ____________ Date: ________
Drafting notes
- Binding or not
- State clearly which terms (if any) are legally binding — MoUs often blur this and cause disputes.
- Confidentiality
- If confidentiality is intended to bind, say so expressly and place it among the binding terms.
- No obligation to proceed
- Make clear whether either Party is obliged to enter the full agreement.
- No partnership
- Add a no-partnership clause so the MoU is not read as a joint venture.
Execution requirements
- Both Parties sign.
- Whether the MoU binds depends on intention to create legal relations and the terms — be explicit.
- Any binding term above the statutory value threshold must be in writing.
Governing law & citations
Governed by the general law of contract (Contracts Act, Cap. 284); enforceability depends on the parties’ intention.
- Contracts Act, Cap. 284 (2023 Revision) — ss.9, 10.