Also known as: Deal Summary, Deal Note
A Deal Memo is a short, often non-binding note that captures the headline terms of a partnership before the full legal paperwork is drafted. It records who the parties are, the commercial model and the key numbers so both sides share one written reference point.
In affiliate deals, weeks can pass between a handshake and a signed contract, and details fade fast. A Deal Memo captures the essentials the moment they are agreed: the parties, the commercial model, the core numbers and any triggers. It is short, often a single paragraph or one page.
Because it is typically non-binding, its power is documentary rather than legal. It anchors everyone to one written reference so that when legal drafts the formal IO and MSA, they are transcribing an agreed record instead of reconstructing a conversation. Asking both sides to reply 'agreed' in writing gives the memo evidential weight if terms are later disputed, even though the enforceable commitment only arrives with the signed contract.
Partner and broker verbally agree the model, rate and key conditions.
Capture parties, model, numbers and triggers while details are fresh.
Send it to both sides and ask for an explicit written 'agreed'.
Legal uses the memo as the brief for the MSA and IO.
The binding documents replace the memo once executed.
Why it matters for partnership: In fast-moving affiliate deals, weeks can pass between a handshake and a signed contract. A Deal Memo freezes the agreed terms early, so nobody re-negotiates from memory and the legal team has a clear brief to turn into an MSA and IO.
After a call, an affiliate manager sends a one-page Deal Memo: '$300 CPA, min 5-lot trigger, 30-day cookie, Tier-1 geos, Net-30 payment.' Both reply 'agreed', and legal uses it as the basis for the formal contract.
| Aspect | Deal Memo | Term Sheet |
|---|---|---|
| Purpose | Record what was just agreed | Structure and drive negotiation |
| Format | Quick note, one page | Structured, itemised |
| Binding | Usually no | Non-binding except named clauses |
Send the memo the same day as the call while details are fresh, and ask for explicit written confirmation so it carries weight even if later disputed.
Assuming a Deal Memo is legally enforceable on its own. It rarely is; it is a bridge to the binding IO and MSA, not a substitute for them.
They overlap heavily; a Term Sheet is usually more structured and negotiation-oriented, a Deal Memo is a quick record of what was just agreed.