An MOU Between Buyer And Seller is commonly used in Singapore when parties wish to document their preliminary understanding before entering into a formal, binding agreement. This document typically precedes more detailed negotiations and due diligence processes, particularly in complex commercial transactions. It provides a structured framework for negotiations while maintaining flexibility, and typically includes key commercial terms, timelines, and confidentiality provisions. Under Singapore law, while generally non-binding, certain provisions such as confidentiality and exclusivity can be made explicitly binding if desired by the parties.
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Key Requirements PROMPT example:
Mou Between Buyer And Seller
"I need an MOU Between Buyer And Seller for a software licensing deal in Singapore, where my company is planning to purchase enterprise-level AI software, with an expected transaction value of SGD 2 million to be completed by March 2025."
1. Parties: Identification and details of the buyer and seller, including full legal names, registration numbers, and registered addresses
2. Background: Context and purpose of the MOU, including the general intent of both parties to enter into negotiations
3. Definitions: Key terms used throughout the document and their specific meanings in this context
4. Purpose and Scope: Detailed outline of the intended transaction or relationship and the scope of discussions
5. Duration: Timeline and validity period of the MOU, including commencement and expiration dates
6. Non-Binding Nature: Clear statement that the MOU is not legally binding except for specific clauses (such as confidentiality)
7. Confidentiality: Obligations regarding the treatment of confidential information exchanged during negotiations
8. Good Faith: Commitment to negotiate in good faith and with reasonable efforts
9. Termination: Circumstances under which the MOU may be terminated and the process for doing so
1. Due Diligence: Framework for conducting preliminary investigations and information sharing between parties
2. Exclusivity: Provisions preventing parties from negotiating with other parties during the MOU period
3. Costs: Allocation of costs and expenses incurred during the preliminary negotiations
4. Intellectual Property: Protection and ownership of intellectual property shared during discussions
5. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for dispute resolution
1. Schedule 1 - Timeline: Detailed timeline of key milestones, deadlines, and expected completion dates
2. Schedule 2 - Term Sheet: Preliminary key commercial terms to be included in the final agreement
3. Schedule 3 - Contact Details: List of key contacts, their roles, and contact information for both parties
4. Schedule 4 - Confidential Information: Definition and categories of information deemed confidential under the MOU
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