Instructions:
1. Always check first with the SRI/AJ whether there is any MOU already in place or being drafted with the partnering institution of this proposal;
2. Also double-check with the SRI/AJ whether an MOU is the most appropriate type of agreement to pursue collaboration with the partnering institution;
3. [Information highlighted in yellow to be inserted];
4. Use replace option for [insert Other Party’s short name] as it is used several times throughout the document;
5. Side notes to be deleted when no longer needed for drafting/fine-tuning the text;
6. Remove “Draft” and “Instructions” or any other remaining “Side notes” before releasing the final approved version for signing.
Memorandum of Understanding
THIS MEMORANDUM OF UNDERSTANDING (MOU) IS BETWEEN
[INSERT OTHER PARTY’S NAME], hereinafter referred to as “[INSERT OTHER PARTY’S SHORT NAME],” an [INSERT THE OTHER PARTY’S TYPE OF ORGANISATION] having its head office [INSERT OTHER PARTY’S OFFICIAL ADDRESS], and being represented by [INSERT THE OTHER PARTY’S DULY AUTHORISED REPRESENTATIVE AND POSITION],
AND
INESC TEC - INSTITUTO DE ENGENHARIA DE SISTEMAS E COMPUTADORES, TECNOLOGIA E CIÊNCIA (Institute for Systems and Computer Engineering, Technology and Science), hereinafter referred to as “INESC TEC”, a private non-for-profit scientific and technological research organisation established under Portuguese Law, having its head office at Campus da FEUP, Rua Dr. Roberto Frias, 4200-465 Porto, PT and being represented by Professor José Manuel Mendonça, Chairman of the Board,
hereinafter referred to as “Participants” collectively or the “Participant” individually.
INTRODUCTION:
Participants recognise that cooperation in the fields of _________________ would be beneficial and wish to establish a close working relationship between [INSERT OTHER PARTY’S COUNTRY OF ORIGIN] and Portugal in order to build an international community committed to information exchange and collaboration in research, education, and application of scientific knowledge.
Participants have reached the following understanding:
Section 1: Purpose
The purpose of this MOU is to support information exchange and research collaboration in
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the fields of _____________________with a view to serve and promote the public interest.
Participants intend to undertake cooperative activities for peaceful purposes.
Section 2: Action for Joint Scientific and Technological Cooperation
2.1 [INSERT OTHER PARTY’S SHORT NAME] and INESC TEC intend to have regular and/or occasional meetings to discuss possible subjects for future cooperation, review the state of current cooperative projects, and decide on the forms of cooperation, which may include the following:
a. organisation of seminars, symposiums or other types of discussions in the fields of mutual interest;
b. students/postdocs/scientists/staff/researchers exchange;
c. enlarged cooperation with third parties for establishing an environment of excellence on [insert areas of cooperation];
d. information exchange relating to ______________ and other areas;
e. joint research projects of mutual interest; and
f. other favourable activities of mutual benefit for [insert Other Party short name]and INESC TEC.
2.2 When [INSERT OTHER PARTY’S SHORT NAME] and INESC TEC decide on a proposition that leads to a mutual benefit based on this MOU, they will jointly work on its implementation.
2.3 [INSERT OTHER PARTY’S SHORT NAME] and INESC TEC intend to enter into specific written agreements to clarify and define each cooperative scientific and technological project or activity arising from this MOU, including financial arrangements and other terms.
Section 3: MOU Scientific Coordination and Administrative Management
3.1 Given the areas of cooperation and activities foreseen under this MOU, INESC TEC appoints [INSERT NAME AND CENTER OF APPOINTED COLLABORATOR] and [INSERT OTHER PARTY’S SHORT NAME] designates [INSERT NAME AND CENTER OF APPOINTED COLLABORATOR] to coordinate and champion this MOU at their organisations from a scientific standpoint.
3.2. The administrative management of this MOU will fall under the remit of [INSERT OTHER PARTY’S APPROPRIATE DEPARTMENT OR SERVICE] and INESC TEC’s International Relations Service.
Section 4: Confidentiality
Participants do not expect to exchange any proprietary information under this MOU. If any activities under this MOU benefit from the use of either Participant’s proprietary information,
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Participants intend to conclude a non-disclosure agreement describing obligations and terms associated with the exchange.
Section 5: Publications
Participants do not intend to release information regarding the cooperative activities contemplated by this MOU without appropriate written arrangement to address publications.
Section 6: Intellectual Property Rights
Participants do not expect to create any intellectual property under this MOU. If Participants decide that a particular activity may lead to intellectual property creation, they intend to consult with each other and enter into specific written arrangements.
Section 7: Duration and Amendment
7.1 This MOU remains in effect for five (5) years from the date of its signature. This MOU may be amended or extended by a prior written agreement between both Participants hereto.
7.2 Notwithstanding the preceding paragraph, a Participant may withdraw from this MOU, provided that written notification of the withdrawal is given to the other Participant at least sixty (60) days prior to the intended withdrawal date.
7.3 The expiration of this MOU or one Participant’s withdrawal from this MOU does not affect the validity of any contracts or other legally-binding agreements in place between the Participants.
Section 8: Conformity to Export Control Laws and Regulations
In transferring goods and/or technologies, each of the Participants intends to observe the export control laws and regulations of [INSERT OTHER PARTY’S COUNTRY OF ORIGIN] and Portugal and obtain all necessary approvals if required by such laws and regulations.
Section 9: Dispute Resolution
Participants intend to enter into good faith negotiations to resolve any potential disputes arising under, out or in connection with this MOU whenever any of the terms herein are subject to questions of intent or interpretation or any other issues not addressed in this MOU are identified.
Section 10: Non-binding Understanding
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This MOU does not create any legally binding obligations between the Participants.
Signed in duplicate by their duly authorised representatives.
[INSERT OTHER PARTY’S FULL NAME]
(Date)
_____________________________________
Name Position
INESC TEC - INSTITUTO DE ENGENHARIA DE SISTEMAS E COMPUTADORES, TECNOLOGIA E CIÊNCIA
(Date)
_____________________________________
Professor José Manuel Mendonça Chairman of the Board
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