# Disclaimer

The Awake Venture Memorandum of Understanding and its supporting materials are general educational templates. They are not legal, tax, securities, employment, accounting, investment, or other professional advice.

Publishing, downloading, adapting, discussing, or using these materials does not create an attorney-client, accountant-client, fiduciary, advisory, or other professional relationship with cofounder.community, AwakeVC, Amit Rathore, or any contributor.

Law, regulation, filing requirements, tax treatment, and market practice differ by jurisdiction and change over time. These materials may be incomplete, outdated, unsuitable for a particular venture, or inconsistent with other formation and governance documents. They are provided **as is**, without representations or warranties of any kind, express or implied. To the maximum extent permitted by law, the publisher and contributors disclaim liability arising from their use.

This template is written to be mostly non-binding, with a small number of clauses expressly identified as binding. Whether any clause is in fact binding, unenforceable, or partially enforceable depends on its final wording, the parties' conduct, and the governing law. Courts in some jurisdictions have found that documents labelled as non-binding nonetheless created enforceable obligations, including duties to negotiate in good faith. Confidentiality and exclusivity terms in particular are subject to limits on scope, duration, and restraint of trade that vary by jurisdiction. Have counsel confirm the binding posture before signature.

Do not sign or rely on the template without advice from qualified counsel familiar with your facts and the laws of each relevant jurisdiction. Obtain separate tax advice before issuing equity, contributing intellectual property or services, making elections, or adopting a holding structure. Time-sensitive filings may apply.

The memorandum alone does not form an entity, issue equity, transfer intellectual property, satisfy securities laws, make tax elections, or complete the approvals and records required for a valid transaction.