Mou Sales Agreement for Canada

Mou Sales Agreement Template for Canada

A Memorandum of Understanding (MOU) Sales Agreement under Canadian law serves as a preliminary framework document outlining the proposed terms and conditions for a future sales arrangement between parties. This document, while generally non-binding, establishes the basic commercial understanding and sets the stage for more detailed, definitive agreements. It incorporates key considerations under Canadian federal and provincial commercial laws, including provisions for both common law and civil law jurisdictions (particularly relevant for Quebec-based transactions). The document typically covers preliminary pricing structures, basic delivery terms, and the scope of products or services, while maintaining flexibility for future negotiations.

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What is a Mou Sales Agreement?

An MOU Sales Agreement is typically used in Canadian business contexts when parties wish to formalize their preliminary understanding regarding a potential sales arrangement without immediately entering into a binding contract. This document serves as a stepping stone toward a more comprehensive sales agreement, capturing the essential commercial terms while allowing flexibility for detailed negotiations. It's particularly valuable in complex B2B transactions where parties need to establish clear communication channels and basic terms before committing resources to full contract development. The MOU Sales Agreement includes foundational elements such as product/service scope, preliminary pricing structures, and basic delivery terms, while acknowledging provincial and federal Canadian legal requirements. It's commonly used when parties need to secure internal approvals, conduct due diligence, or align stakeholders before proceeding with a definitive agreement.

What sections should be included in a Mou Sales Agreement?

1. Parties: Identification and details of all parties entering into the MOU

2. Background: Context and circumstances leading to the MOU, including the parties' general intentions

3. Definitions: Key terms and their meanings as used throughout the document

4. Purpose and Scope: Clear statement of the MOU's objectives and the extent of the proposed business relationship

5. Basic Terms of Sale: Fundamental terms including product/service description, pricing structure, and basic delivery terms

6. Duration and Term: Period of validity for the MOU and conditions for renewal or extension

7. Non-Binding Nature: Clear statement that the MOU is non-binding except for specific clauses

8. Confidentiality: Basic obligations regarding confidential information shared during discussions

9. Good Faith Negotiations: Commitment to negotiate definitive agreements in good faith

10. Termination: Circumstances under which the MOU may be terminated

11. Governing Law: Specification of Canadian law as the governing law

12. Signatures: Execution block for authorized representatives of all parties

What sections are optional to include in a Mou Sales Agreement?

1. Exclusivity: Used when parties agree not to negotiate with others during the MOU period

2. Costs and Expenses: Include when there are significant costs associated with the negotiation process

3. Intellectual Property: Necessary when discussions involve sharing of IP or creation of new IP

4. Due Diligence: Include when preliminary investigation of business/assets is required

5. Press Releases: Include when public announcements need to be controlled

6. Dispute Resolution: Optional mechanism for resolving disputes during the MOU period

7. Assignment: Include when transfer rights need to be restricted

8. Force Majeure: Include when preliminary obligations need force majeure protection

9. Language: Required for Quebec or if multiple language versions exist

What schedules should be included in a Mou Sales Agreement?

1. Schedule A - Product/Service Specifications: Detailed description of products or services under consideration

2. Schedule B - Preliminary Pricing Structure: Initial pricing models and commercial terms being considered

3. Schedule C - Timeline and Milestones: Proposed schedule for negotiation and implementation of definitive agreements

4. Schedule D - Due Diligence Requirements: List of documents and information required for due diligence

5. Appendix 1 - Contact Details: Key contact information for all parties and their representatives

6. Appendix 2 - Confidentiality Terms: Detailed confidentiality provisions if required beyond the main agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Wholesale Distribution

Professional Services

Healthcare

Energy

Construction

Telecommunications

Agriculture

Automotive

Consumer Goods

Industrial Equipment

Software and IT Services

Relevant Teams

Legal

Sales

Procurement

Business Development

Commercial Operations

Finance

Supply Chain

Corporate Development

Strategy

Operations

Relevant Roles

Chief Executive Officer

Chief Commercial Officer

Sales Director

Business Development Manager

Commercial Manager

Procurement Manager

Legal Counsel

Contract Manager

Account Executive

Sales Operations Manager

Chief Financial Officer

Regional Sales Manager

Supply Chain Manager

Strategic Sourcing Manager

Business Unit Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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