mou-drafterlisted

# MOU Drafter ## What this does Drafts a memorandum of understanding or letter of intent, treating the line between what is binding and what is not as the primary drafting problem rather than a label added at the end. Most disputes over this document type are not about a badly drafted clause — they are about a party discovering that a document they thought was a non-binding statement of intent was, in whole or in part, found to create legal obligations, or the reverse: that a provision they needed to be enforceable was drafted in language too tentative to bind. This skill makes that boundary explicit and drafts each side of it in the register that boundary requires. ## Before you start **Which provisions must be binding regardless of whether the deal proceeds.** Confidentiality, exclusivity or a standstill, allocation of costs if the deal falls through, non-solicitation of employees or customers, and governing law and dispute resolution are the common candidates — plus the non-binding-status clause itself, which has to bind for the rest of the non-binding architecture to work. If the user has not worked through this list, ask them to confirm it rather than assuming which provisions matter enough to survive a collapsed negotiation. **Governing law.** Whether a document labelled non-binding will actually be treated as such, and whether an unlabelled clause among otherwise non-binding text can be read as creating standalone obligations, both turn heavily on the governing la