People sign a memorandum of understanding because it feels lighter than a contract. That instinct is where the trouble starts. A document is binding or not binding on the strength of its own wording and the conduct around it, not on the word at the top of the page, and plenty of MoUs have turned out to be enforceable agreements that one side never meant to make. The reverse happens too: a founder relies on an MoU as a commitment, builds around it, and finds it was only an agreement to keep talking. We write the document to do the one thing you want it to do. If it should bind, it says so and it says on what. If it should not, it says that in terms, and the parts that must bind anyway, being confidentiality and exclusivity, are carved out and made binding on their own.
