MEMORANDUM OF UNDERSTANDING
Important legal, jurisdiction and formality warning
This fictional memorandum is a worked example, not legal advice and not a promise that a proposed collaboration will proceed. It is written for two organisations operating in England and Wales and deliberately identifies which provisions are intended to be non-binding and which are legally binding. The parties must obtain advice on authority, public procurement, subsidy control, charity or company powers, competition, information governance, tax, insurance, intellectual property and any regulated activity before relying on it. A court may examine the whole document and the parties' conduct when deciding whether a contract was formed. This document does not authorise expenditure, procurement, data sharing or a project launch unless the required approvals and formalities have been obtained.
1. Parties, date and purpose
This Memorandum of Understanding is made on 12 January 2026 between Merevale Civic Technology Limited, company number 15420861, whose registered office is at 36 Foundry Lane, Nottingham NG1 2HF, Merevale, and Westbridge Community Housing Association Limited, registered society number 8147, whose principal office is at 11 Orchard Street, Leicester LE1 5TR, Westbridge. Merevale develops software for repairs, energy and resident engagement. Westbridge owns and manages social housing in the East Midlands. Each is a separate organisation and neither is an agent, partner, employee or representative of the other.
The parties wish to explore a pilot called NeighbourLink, under which Merevale would demonstrate a repairs triage and appointment application and Westbridge would provide operational feedback from two housing estates. The proposed pilot area covers the Maple Court and Rivermead estates in Leicester. This memorandum records the current understanding and a process for deciding whether to enter a definitive agreement. It is not itself a purchase order, software subscription, grant agreement, joint venture or commitment to award a contract.
2. Definitions and status
In this memorandum, Business Day means a day other than a Saturday, Sunday or bank holiday in England; Confidential Information means non-public commercial, technical, operational or personal information disclosed for the Discussions; Discussions means the evaluation and negotiation of the Pilot; Definitive Agreement means a later signed contract setting out the Pilot's scope, price, service levels, data terms and acceptance criteria; and Pilot means the limited NeighbourLink demonstration described in clause 3.
Except for clauses 6, 7, 8, 9, 10, 11, 12 and 13, this memorandum records intentions only. Clauses 6, 7, 8, 9, 10, 11, 12 and 13 are intended to create legal relations and are binding. No party is obliged by the non-binding provisions to negotiate, sign a Definitive Agreement, place an order, supply the Pilot, disclose information, invest money or continue the Discussions. Words such as “will”, “plan” and “expect” in the non-binding provisions describe the present intention only and do not alter that status. Neither party may represent to a resident, funder, supplier or public body that a Definitive Agreement exists.
3. Proposed Pilot
The current non-binding proposal is a twelve-week Pilot beginning no earlier than 2 March 2026 and ending no later than 22 May 2026. The proposal is for a secure hosted demonstration for up to 1,200 households, with a maximum of 30 Westbridge staff users. Merevale would configure a repairs reporting form, appointment request workflow, contractor dashboard, basic accessibility settings and a monthly outcomes report. Westbridge would identify a business owner, nominate participating staff, test agreed scenarios and provide anonymised operational feedback.
The proposed work is illustrative and is not a specification. Before any live connection, the parties would agree a written statement of requirements covering hosting location, security controls, support hours, service levels, accessibility, retention, export, subcontractors, data protection roles and charges. The Pilot would not process resident personal data until a lawful basis, data-sharing assessment and, where required, a compliant data-processing agreement were signed. Merevale would not contact residents or make decisions about repairs eligibility, priority, rent, safeguarding or allocation.
The parties presently estimate the resources as follows. Merevale expects to provide one implementation lead, one product specialist and remote support, valued internally at approximately £38,000. Westbridge expects to provide staff time, access to relevant non-personal process information and two workshops, valued internally at approximately £12,000. Those figures are planning estimates, not consideration, a contribution obligation or an agreed price. Each party bears its own costs unless a later signed document says otherwise.
4. Proposed governance and milestones
The non-binding target milestones are: an initial design workshop by 23 January 2026; a security and accessibility review by 6 February 2026; a draft Definitive Agreement by 13 February 2026; configuration and user testing from 16 February to 27 February 2026; and a decision meeting on 20 February 2026. The dates are targets only. The proposed steering group would comprise Harriet Cole, Merevale's Commercial Director, Daniel Okoro, Merevale's Product Lead, Nina Bell, Westbridge's Director of Operations, and Sophie Armitage, Westbridge's Digital Programme Manager.
The steering group may recommend scope, timing and risks but cannot bind either party, approve expenditure or waive a statutory requirement. Each party remains responsible for appointing an authorised signatory. Any recommendation will be recorded in minutes and is subject to the parties' internal approvals. A party may pause the Discussions if the security review, funding decision, resident consultation or legal review identifies an unacceptable risk.
5. Evaluation and success measures
The parties currently intend to evaluate whether residents can submit a complete repair report in under four minutes, whether staff can triage an item in under three minutes, whether appointment requests are visible without duplicate entry, whether the interface meets the agreed accessibility review and whether participating staff report a reduction in avoidable telephone contacts. No target is a warranty or performance commitment under this memorandum. The parties will not publish results naming the other party without prior written approval.
6. Confidentiality — binding
Each party receiving Confidential Information must keep it confidential, use it only for the Discussions, protect it with at least reasonable care and disclose it only to its officers, employees, professional advisers and contractors who need it and are bound by confidentiality duties. The receiving party is responsible for those persons. It must not reverse engineer a demonstration, copy source code, combine datasets for an unapproved purpose or attempt to identify a person from anonymised information.
Confidential Information does not include information that is public without breach, was lawfully known before disclosure, is independently developed without using the information, or is lawfully received from a third party without a duty of confidence. A disclosure required by law, court or regulator is permitted after reasonable notice where lawful and, where practicable, consultation. On request or when Discussions end, the receiving party must return or securely delete Confidential Information, except for one archival copy retained to comply with law or routine backup policies. This clause continues for five years after disclosure; trade secrets remain protected while they retain that character.
7. Limited data and security duties — binding
The parties will exchange only the minimum information reasonably needed for the Discussions. Neither party will provide special category personal data, safeguarding records, resident identifiers or live credentials under this memorandum. If either party accidentally receives such material, it must notify the other party's contact, restrict access and securely delete it unless retention is required by law. The parties will not begin live data processing without written terms identifying the controller and processor roles, lawful basis, instructions, security measures, breach process, retention and data-subject rights.
Merevale will use individual accounts, multi-factor authentication for administrative access, encryption in transit and at rest, and access logs for its demonstration environment. Westbridge will not upload personal data or permit unauthorised users to test it. Each party must notify the other without undue delay and, where practicable, within 24 hours after becoming aware of a security incident affecting information received for the Discussions.
8. Exclusivity — binding
For the period from 12 January 2026 to 27 February 2026, Westbridge must not knowingly invite or conduct a materially identical paid pilot negotiation with another repairs-triage software provider using Merevale's confidential requirements, process maps or evaluation design. This is a limited process protection and does not restrict Westbridge's ordinary procurement, statutory duties, emergency response, existing suppliers or consideration of alternatives after a fair procurement decision. Merevale receives no exclusivity and may work with other housing organisations. Westbridge may end this clause on five Business Days' notice if an internal approval, procurement rule or public interest duty requires it.
9. Costs and publicity — binding
Each party bears its own costs. Neither party may incur an expense, place an order or make a representation on the other's behalf. Neither party may use the other's name, logo, resident story, photograph or results in publicity, a tender, a case study or a press release without prior written consent. Consent may be withdrawn before publication if the proposed material becomes inaccurate. This clause does not prevent a disclosure required by law, a regulator or a properly constituted public authority, subject to advance notice where lawful.
10. Intellectual property — binding
Each party retains its pre-existing materials, marks, methods, software, data and know-how. Merevale owns its platform, configurations, documentation and demonstration materials. Westbridge owns its process descriptions, policies and information supplied by it. Each grants the other a non-exclusive, non-transferable, royalty-free licence during the Discussions to use its materials only as needed to evaluate the Pilot. No licence to source code, commercialise, sublicense or create a competing product is granted. A later Definitive Agreement must state ownership of any bespoke development; none is commissioned by this memorandum.
11. Termination, remedies and no commitment — binding
Either party may end this memorandum and the Discussions by written notice. The binding obligations in clauses 6, 7, 9, 10, 11, 12 and 13 survive to the extent their nature requires. Ending the memorandum does not affect accrued rights or require either party to pay the other's costs, except for liability caused by breach of a binding clause. The parties acknowledge that confidentiality, data security, intellectual property and publicity breaches may cause harm for which damages are inadequate, and the innocent party may seek an injunction or other equitable relief as well as damages where available.
Nothing requires a party to proceed with the Pilot or to sign a Definitive Agreement. No employee, resident, funder or supplier may rely on a non-binding statement as a promise of work or payment. Any expenditure or service must be authorised under a later signed agreement or valid purchase order.
12. Notices, disputes and governing law — binding
Notices under the binding clauses must be in writing and may be served by hand at, or by pre-paid first-class post to, the recipient's specified office (Merevale's registered office or Westbridge's principal office stated in clause 1), or by email to legal@merevale.example.test for Merevale or governance@westbridge.example.test for Westbridge. A notice is deemed received if delivered by hand, when it is left at the relevant office; if sent by pre-paid first-class post, at 09:00 on the second Business Day after posting; or if sent by email, at the time of transmission when sent before 17:00 on a Business Day and otherwise at 09:00 on the next Business Day, provided the sender receives no automated failure message. If the deemed time falls outside the recipient's normal business hours, it is treated as received at 09:00 on the next Business Day.
The parties will first refer a dispute about a binding clause to Harriet Cole and Nina Bell, who will meet within five Business Days. If it is not resolved within ten Business Days, either party may pursue mediation administered by CEDR in Birmingham, sharing the mediator's fees equally. Mediation is not a condition to urgent court relief. This memorandum and any non-contractual obligation arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
13. General — binding
This memorandum is the entire agreement about its subject and replaces earlier written or oral statements about the Discussions, but it does not replace a later Definitive Agreement. An amendment or waiver of a binding clause must be in writing and signed by authorised representatives. Neither party may assign its rights or obligations without the other's written consent, except to a successor acquiring substantially all of its relevant business and assuming these obligations. If a binding provision is invalid, it will be modified only as far as necessary and the remainder will continue. No third party has a right under the Contracts (Rights of Third Parties) Act 1999. Counterparts and electronic signatures are permitted where legally effective.
Signatures
Signed for Merevale Civic Technology Limited by Harriet Cole, Commercial Director Signature: ____________________ Date: 12 January 2026
Signed for Westbridge Community Housing Association Limited by Nina Bell, Director of Operations Signature: ____________________ Date: 12 January 2026