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MEMORANDUM OF AGREEMENT
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between
University College London
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and
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[Insert Name of Partner Institution]
Dated:
Ref: [insert file reference]
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IN RESPECT OF A JOINT PROGRAMME LEADING TO AN AWARDED DEGREE OF [INSERT
NAME OF DEGREE] FROM EACH INSTITUTION
THIS AGREEMENT is made the
day of
BETWEEN:
(1)
UNIVERSITY COLLEGE LONDON a body corporate established by Royal Charter with company
number RC000631 of Gower Street, London, WC1E 6BT (UCL);
(2)
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and
SECOND PARTY [Insert Details] (the Partner Institution). [Drafting Note: Partner Institution
to provide details]
WHEREAS:
UCL and the Partner Institution have agreed to collaborate in the provision of a programme to
one or more students leading to the award, for successful students, of [Insert Name of Degree]
(or equivalent degree as outlined in the Student Terms and Conditions) from each Party;
(2)
To facilitate the provision of the Programme, the Parties wish to enter into this Agreement.
NOW IT IS AGREED as follows:
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(1)
INTERPRETATION
1.1
In this Agreement (including the recitals) the following terms shall have the following meanings:
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1.
Academic Programme Director means a suitably qualified and experienced member of
academic staff;
Academic Year means an academic year of UCL being a period spanning two calendar years
and which normally commences in September of the first calendar year and ends in September of
the consecutive calendar year;
Agreement means this document including, in accordance with Clause 1.4, the Schedules
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annexed hereto as the same may by written agreement between the Parties be varied or
extended from time to time;
Awarded Degree means a degree of [Insert Name of Degree] (or equivalent degree as outlined
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in the Student Terms and Conditions) awarded by UCL and/or Partner Institution, as the case
may be;
Background Intellectual Property means any and all Intellectual Property, except any
Foreground Intellectual Property, created, developed or otherwise in existence prior to the date of
this Agreement;
Brand Materials has the meaning given to it in Clause 14.1.1;
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in
London are open for business;
Commencement Date means [date];
Confidential Information means information disclosed by or on behalf of a Party to the other
Party which is marked confidential or which by its nature is intended to be, or should reasonably
be considered by the other Party to be, confidential information;
Consumer Protection Legislation means the Consumer Protection from Unfair Trading
Regulations 2008, the Consumer Contracts (Information, Cancellation and Additional Charges)
Regulations 2013 and all applicable laws and regulations relating to consumer protection
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including the guidance for higher education providers issued by the Competition and Markets
Authority; [Drafting note: this definition will need to be amended once the Consumer Rights Act
2015 comes into force]
Data Sharing Agreement means a data processing agreement between the Parties on terms
reasonably acceptable to UCL;
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Entry Requirements means the entry requirements agreed by the Parties for the Programme as
detailed in Schedule 1;
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Fees means, with respect to each Student, the fees payable with respect to that Student's
participation on the Programme, as specified in the Student Terms and Conditions;
Foreground Intellectual Property means all and any Intellectual Property created or developed
by a Party in the course of and relating to this Agreement;
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Intellectual Property means copyright works, patents, discoveries, improvements, inventions,
trade marks, designs, information, data, formulae, specifications, results of tests and field trials,
diagrams, expertise, techniques, technology, know-how, and other intellectual property of any
nature whatsoever and wheresoever, including applications and the right to apply for registration
of any of the foregoing rights;
Management Committee means the joint management committee set up in accordance with
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Clause 5;
Operating Budget means the operating budget for the Programme;
Parties means the parties to this Agreement and Party shall be construed accordingly;
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Programme means the programme described in Schedule 1 appended to this Agreement
pursuant to which the Parties will enable appropriate Students to work towards an Awarded
Degree from each of them;
Register means the Student registering as a student with:
(a)
UCL to become a student of UCL in accordance with the procedures and
regulations of UCL; and
(b)
Partner Institution to become a student of Partner Institution in accordance with
the relevant procedures and regulations of Partner Institution;
each as the context requires, and Registered shall be construed accordingly;
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Relevant Requirements has the meaning specified in Clause 23.1.1;
Staff Programme Director means a suitably qualified and experienced non-academic member
of staff;
Student means a student who has been accepted onto the Programme;
Student Terms and Conditions means the terms and conditions governing the relationship
Schedule 2 appended to this Agreement;
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between the Student, UCL and the Partner Institution in substantially the same form as set out in
Supervisor means a suitably qualified or experienced UCL member of staff or Partner Institution
member of staff as the context requires who shall be appointed to oversee the work of each
Student;
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Term has the meaning specified in Clause 20.1; and
Tuition Fees means with respect to each Student, the fees payable by a Student for tuition on
1.2
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the Programme, as specified in the relevant Student Terms and Conditions.
All references to Clauses and Schedules are references to the relevant clauses of or schedules to
this document unless the context otherwise requires.
1.3
References to the words includes or including shall be construed without limitation to the
1.4
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generality of the preceding words.
The Schedules form part of this Agreement and any reference to this Agreement includes the
Schedules. Where there is any conflict or inconsistency between the main body of this Agreement
and any Schedule of this Agreement the former shall prevail.
1.5
Headings are for convenience only and shall be ignored in interpreting this Agreement.
1.6
Words importing the singular shall include the plural and vice versa and words importing the
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masculine gender shall include the feminine and vice versa.
1.7
Reference to any statute, statutory provision or statutory instrument includes a reference to that
statute, statutory provision or statutory instrument together with all the rules and regulations made
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under them as from time to time amended, consolidated or re-enacted.
2.
THE COLLABORATION
2.1
The Parties agree to work together to facilitate the joint delivery of a degree programme leading
to separate awards being granted by each Party. The Parties will deliver the Awarded Degree in
accordance with the Programme.
2.2
Students shall be based at each of UCL and/or the Partner Institution in accordance with the
timetable set out in the Student Terms and Conditions
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3.
RESPONSIBILITIES OF THE PARTIES
3.1
Each Party will perform the responsibilities assigned to it pursuant to this Agreement with
reasonable skill and care and in accordance with all applicable laws, rules and regulations that
apply to it.
3.2
If, and to the extent that the Parties agree to be jointly responsible for an aspect of the
Programme, the relevant authority, the Management Committee will agree joint procedures in
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relation to that activity. Joint procedures will be published by the Parties and notified to the
Students.
3.3
Each Party shall ensure that it complies with Consumer Protection Legislation in relation to the
provision of the Programme. Without prejudice to the generality of the foregoing, each Party shall
i) provide to prospective and current students all material information regarding the Programme
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including details of the content and structure of the Programme and details of the Fees, including
the Tuition Fees (including any possible increase to the Fees), in accordance with Clause 14, in
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order to enable Students to make informed decisions in respect of the Programme; and ii) notify
the other Party as soon as reasonably practicable in the event of any change to any of the
material information specified in Clause 3.3 (i).
3.4
The Parties agree to provide all additional information that is requested by the other Party in
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relation to the Programme.
4.
ADMISSIONS AND REGISTRATION
4.1
Applicants for the Programme shall be required to apply via each Party using the relevant course
code for each Party.
4.2
To be offered a place on the Programme, applicants shall be required to fulfil the relevant Entry
Requirements for each Party (including English language criteria and, if necessary, completion of
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a successful interview). Each institution shall have absolute discretion in refusing to offer an
applicant a place on the Programme and/or in deciding whether or not an offer is conditional on
the successful achievement of appropriate qualifications.
Students will be required to Register with both Parties and the Parties will use reasonable
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4.3
endeavours to enable Students to participate in appropriate induction activities of each Party to
the extent reasonably practicable.
4.4
Copies of the relevant regulations, policies and procedures together with a copy of the Student
Terms and Conditions will be provided to the Student upon the offer of a place on the
Programme.
4.5
Each Party shall provide or make available to the Student such resources as it, in its sole
discretion having regard always to the funding constraints within which it operates, deems
reasonably necessary for each Student to participate on the Programme at the premises of that
Party.
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4.6
Where applicable, it shall be the Student’s responsibility to obtain the necessary visa and/or
permits to study in the relevant jurisdiction. UCL may, at its discretion, sponsor certain Students
to study in the UK under the terms of its Tier 4 sponsorship registration with the United Kingdom
Home Office (Home Office) (Tier 4 Sponsorship). Where UCL does so the Partner Institution
will provide UCL with all information and assistance as UCL requires to enable it to comply with
its Tier 4 Sponsorship duties. Information will be provided to UCL as soon as possible and in
good time to allow it to comply with any time constraints imposed on UCL by the Home Office in
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accordance with Tier 4 Sponsorship. At UCL’s request the Partner Institution will also provide
assistance with the vetting of Students for Tier 4 Sponsorship purposes.
4.7
If, and to the extent that, the Partner Institution requires to sponsor a Student in respect of entry
to study in the jurisdiction in which it is located, UCL shall provide the Partner Institution with such
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reasonable information and assistance as may be necessary to enable the Partner Institution to
comply with any obligations imposed on it by the relevant immigration authorities in the
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jurisdiction.
5.
MANAGEMENT COMMITTEE
5.1
Each of the Parties shall appoint, and notify the other Party with the contact details for, an
Academic Programme Director who shall be the first point of contact for all matters relating to the
5.2
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Programme including:
5.1.1
marketing to and recruitment of students;
5.1.2
admissions and registration of students on the Programme;
5.1.3
the day to day management of Students Registered on the Programme; and
5.1.4
financial and budgetary matters.
Each of the Parties shall appoint a Staff Programme Director who shall assist the Academic
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Programme Director.
5.3
Each Party shall promptly notify the other in writing of any changes to the identity of or the contact
details for its nominated Academic Programme Director and Staff Programme Director.
The Parties will establish a joint management committee (the Management Committee)
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5.4
comprising:
5.5
5.4.1
the Academic Programme Directors;
5.4.2
the Staff Programme Directors; and
5.4.3
two other colleagues (academic or staff), one from each of the Parties.
The Management Committee shall:
(a)
meet at least [quarterly] [annually] (virtually or in person) and shall maintain
regular contact by telephone, email and video-conference;
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(b)
be responsible for making all major decisions in respect of the Programme
(including decisions in respect of the academic content of the Programme,
supervision, administration of the Programme, student affairs and marketing);
and
(c)
be responsible for financial matters including setting the Operating Budget for
each Academic Year and managing the Operating Budget.
All decisions of the Management Committee shall require majority consent. In the event of a
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5.6
deadlock, the UCL Academic Programme Director shall have the casting vote.
5.7
Decisions of the Management Committee shall only be valid if at least two representatives from
each of the Parties are present (virtually or in person) at the relevant Management Committee
5.8
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meeting at which the decision is made.
The Management Committee will have no powers to amend or modify this Agreement but may
propose amendments to the Parties.
The Management Committee may delegate certain of its responsibilities to one or more
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5.9
committees. The Management Committee shall ensure that the academic standard of the
Programme is at least equivalent to that of comparable courses offered by each of the Parties
within their respective institutions (with due recognition for programmes offered by peer teaching
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institutions), and that the requirements for the award of [Insert Name of Degree] are fully
respected.
5.10
Each Party shall bear its own costs and expenses with respect to its membership of the
Management Committee.
5.11
The Programme will be subject to each of the respective institutions' established quality
assurance procedures. The Academic Programme Directors and Staff Programme Directors shall
be responsible for ensuring the overall management of the Programme in accordance with these
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procedures.
COURSE DOCUMENTATION
6.1
Each Party will be responsible for course documents covering the modules of the Programme
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6.
taught by it. Course documents will be up-dated annually by each Party's Academic Programme
Director in consultation with the other Party's Academic Programme Director. Copies of the
completed course documents will be provided by each Party to Students on registration.
7.
ASSESSMENT AND AWARDS
7.1
Any Awarded Degree conferred on the Student shall be conferred in accordance with the rules
and regulations of the Party conferring such Awarded Degree and each Party shall ensure that it
has the requisite authority to confer such Awarded Degree. Notwithstanding the foregoing the
Parties agree that neither of them will withhold the award of an Awarded Degree on the basis of
non-payment of any debts due to it by a Student with the exception of Tuition Fees.
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7.2
The Parties may agree, in respect of any particular Student, to a joint assessment process, which
process must accommodate the requirements of both institutions.
In respect of such joint
assessment process, the Parties shall have the option, should they both agree, to jointly appoint
a single internal examiner from either Party and/or a single external examiner.
7.3
Where the Parties agree to jointly appoint a single internal examiner, any external costs and
expenses of that internal examiner shall be shared equally between the Parties. Where the
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Parties agree to jointly appoint a single external examiner, the travel and subsistence expenses
for that external examiner shall be shared equally between the Parties.
7.4
Where the Parties do not agree to a joint assessment process then the Student may be required
to submit to two separate assessment processes.
FEES
8.1
The Student shall be required to pay the Fees in accordance with the Student Terms and
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8.
8.2
All sums payable to UCL are payable in GBP by bank transfer to the bank account advised by
UCL from time to time.
8.3
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Conditions.
All sums payable to the Partner Institution are payable in [insert] by bank transfer to the bank
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account advised by the Partner Institution from time to time.
8.4
The Parties shall comply with the provisions of Schedule 1.
9.
SUPERVISION
9.1
UCL and Partner Institution shall each appoint a Supervisor in respect of each Student and shall
notify the other Party of the identity of that Supervisor. Any Supervisor may be subject to change
or substitution at any time providing that the relevant Party shall notify the other as soon as
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reasonably practicable of the identity of its new Supervisor.
9.2
In respect of each Student, not less than [once] in each Academic Year a progress review
meeting will take place at which the Student and the Supervisors from UCL and Partner Institution
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shall be present. For the purposes of this Clause 9.2, the Supervisors and the Student need not
be present in the same location and instead the Student and the Supervisors may participate by
means of conference telephone audio call or video conference call.
Each Party will be
responsible for any travel and other expenses associated with its Supervisor's travel to, and
attendance at, the premises of the other Party.
9.3
In addition to the meeting[s] required by Clause 9.2, not less than [once] in each Academic Year
a meeting of the relevant Supervisors from both UCL and Partner Institution shall take place. For
the purposes of this Clause 9.3, the Supervisors need not be present in the same location and
instead the Parties may participate by means of conference telephone audio call or video
conference call. Each Party will be responsible for any travel and other expenses associated with
its Supervisor's travel to, and attendance at, the premises of the other Party.
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10.
ACADEMIC APPEALS, STANDARDS AND COMPLAINTS
10.1
Students will be subject to the regulations, policies and procedures of the Party to which the
Awarded Degree relates including those related to attendance, student discipline, complaints and
appeals against the decisions of the examiners.
10.2
If required, the Student will be directed to follow two procedures, one in respect of each Party.
10.3
In respect of the progress review meetings conducted under Clause 9.2 and/or 9.3, if a Party
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determines, in accordance with its own rules and regulations in respect of such matters, that the
Student should not continue on the Programme with respect to an Awarded Degree from that
Party for whatever reason then it shall so notify the other Party and the Parties shall thereafter
discuss, acting reasonably, how to proceed, it being acknowledged that the Party making such
determination shall have no further obligation to continue to allow or enable the particular Student
10.4
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to continue on the Programme.
Where it is alleged that an offence has been committed by the Student whilst present at a Party,
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the relevant code of student conduct of that Party will apply. Where it is not clear to a Party which
code of student conduct should apply, or if a Party believes that the code of student conduct of
the other Party should apply, it shall so notify the other Party and the Parties will thereafter
discuss and agree, acting reasonably, a course of action.
Where the Student wishes to complain about any general aspect of the Programme (i.e. an
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10.5
aspect of the Programme not specific to either Party), he will be directed to invoke the complaints
procedure of either of the Parties and the Parties will thereafter meet to discuss, acting
reasonably, how such complaint should be handled. Where the Student wishes to complain
about any specific service or facility provided by, or a student or member of staff from, one of the
Parties, the relevant complaints procedure of that Party will apply.
10.6
In order to ensure that all academic appeals, complaints and allegations of misconduct are
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handled fairly and consistently, each Party will provide the other with reasonable assistance in
connection with the handling, administration and conduct of appeals, complaints and student
conduct procedures in accordance with this Agreement.
ACADEMIC STANDARDS AND QUALITY
11.1
Each Party shall during the Term of this Agreement ensure that the Programme (and each course
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11.
on the Programme) satisfies the requirements of any academic quality assurance regime and/or
the requirements of any professional or regulatory body to which either Party is subject. The
Parties acknowledge that in the case of UCL, the standards required by the Quality Assurance
Agency for Higher Education (QAA) in the United Kingdom will apply to the Awarded Degree and
the Parties agree during the Term to work together to maintain the academic standards for the
Programme (including each course on the Programme) such that UCL is able to meet its
obligations to the QAA.
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11.2
The Parties agree that each Party shall share relevant information for the purposes of facilitating
monitoring and review of the collaborative arrangement, including reviewing the other Party’s
compliance with this Agreement and maintenance of academic standards. The other Party shall
provide reasonable assistance and information to enable the reviewing Party to conduct any such
monitoring process within any reasonable timescales requested by that Party in writing. In the
case of UCL this Clause 11.2 shall include the monitoring and review processes outlined in UCL’s
Guidelines for Departments and Faculties on International Partnerships and Agreements
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(including the right to conduct any reviews specified therein) as may be amended from time to
time. On request, UCL will provide the relevant web link to the Guidelines for Departments and
Faculties on International Partnerships and Agreements to the Partner Institution as soon as
reasonably practicable.
THESIS COPIES
12.1
The designated number of copies of the thesis of each Student shall be required to be submitted
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by the Student as set out in the Student Terms and Conditions.
If approved, one hard bound copy of the thesis and one electronic copy shall be deposited with
the UCL library [and the library of the Partner Institution].
GRADUATION
13.1
In the event that the Student satisfies all of the conditions set out in the rules and regulations of a
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13.
Party relevant to the grant of an Awarded Degree by that Party and is successful in the
examination by that Party, that Party shall confer upon him an Awarded Degree. The Student
shall be entitled to graduate at a graduation ceremony at that Party and shall receive a degree
certificate carrying the name of that Party.
MARKETING AND PUBLICITY
14.1
Each Party shall:
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14.
14.1.1
keep the other Party informed of what it intends to release to the public and media in
respect of the Programme, especially if such release contains the trade mark, acronym,
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words, name, logo, mark or other Intellectual Property that are identified with or belong
to the other Party (Brand Materials);
14.1.2
obtain the prior written approval of the other Party where the other Party is referred to in
any publicity or marketing material or media release or if such publicity or marketing
material or media release contains any Brand Materials of the other Party and shall
comply with all reasonable instructions as to the use of the other Party's Brand
Materials; and
14.1.3
promptly provide a copy to the other Party of any release, publicity or marketing
material, or media release relating to the Programme.
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14.2
All publicity and marketing materials released to the public and media by or on behalf of a Party
shall be accurate and shall not contain:
14.2.1
inappropriate or misleading comparisons with other programmes conducted by third
parties;
14.2.2
derogatory statements about a Party or any third parties;
14.2.3
misleading statements or advice about recognition of awards by public or other
14.2.4
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authorised bodies or professional bodies or bodies in other countries; and/or
statements that could reasonably bring the other Party into disrepute.
CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
15.1
Each Party (the Receiving Party) shall keep in strict confidence all Confidential Information
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15.
which has been disclosed to, or otherwise obtained by, the Receiving Party from or on behalf of
the other Party (the Disclosing Party), its employees, agents or subcontractors, and any other
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Confidential Information concerning the Disclosing Party's financial affairs, business or its
products or its services which the Receiving Party may obtain. The Receiving Party shall restrict
disclosure of such confidential information to such of its employees, agents or subcontractors as
they need to know it for the purpose of discharging the Receiving Party's obligations under this
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Agreement, and shall ensure that such employees, agents or subcontractors are subject to
obligations of confidentiality corresponding to those which bind the Receiving Party. This Clause
shall cease to apply:
(a)
to any information which is or comes into the public domain through no default
of either Party (or any person for whom either Party is responsible);
(b)
to any information which is required to be disclosed by operation of statute, by a
court of law or other competent tribunal, or any government body or other
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regulatory authority; or
(c)
15.2
to any information which is disclosed by a Party to its professional advisers.
Each Party shall on demand and on termination of this Agreement surrender to the other Party all
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materials relating to such Confidential Information in its or its personnel's, agents' or
representatives' possession.
15.3
Any Background Intellectual Property shall at all times remain the sole and exclusive property of
the Party to whom that Background Intellectual Property belonged prior to the commencement of
this Agreement. Each of the Parties hereby grants to the other Party a non-exclusive and nontransferable licence to use its Background Intellectual Property only to the extent necessary to
fulfil the other Party's obligations under this Agreement and/or in the delivery of the Programme.
15.4
Subject to any written agreement between the Parties to the contrary and subject to Clause 15.5
and Clause 15.6, any Foreground Intellectual Property shall be, as between the Parties, the sole
and exclusive property of the Party creating or developing it. Each of the Parties hereby grants to
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the other Party a non-exclusive and non-transferable licence to use its Foreground Intellectual
Property only to the extent necessary to fulfil the other Party's obligations under this Agreement
and/or in the delivery of the Programme.
15.5
Ownership of any Foreground Intellectual Property created or developed jointly by the Parties
shall be agreed between the Parties on a case by case basis having regard to each Party’s
applicable Intellectual Property policy. The Party whom the Parties agree will own any such
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Foreground Intellectual Property hereby grants to the other Party a non-exclusive and nontransferable licence to use such Foreground Intellectual Property only to the extent necessary to
fulfil the other Party’s obligations under this Agreement and/or in the delivery of the Programme.
15.6
Ownership of any Intellectual Property created or developed by the Student will be determined in
accordance with the terms of the applicable Student Intellectual Property policy in place at [Insert
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either UCL OR the Partner Institution] and the Student Terms and Conditions, unless otherwise
agreed in writing by the Parties.
Each Party undertakes not to knowingly do anything which in the reasonable opinion of the other
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15.7
Party would be detrimental to that Party’s good name, reputation and/or standing.
16.
FREEDOM OF INFORMATION
16.1
The Partner Institution acknowledges that UCL is subject to the requirements of the Freedom of
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Information Act 2000 (FOIA) (as may be amended from time to time). The Partner Institution shall
provide reasonable assistance and co-operation to UCL to enable UCL to comply with its
information disclosure requirements.
16.2
UCL will be solely responsible for determining whether any information, regardless of whether or
not it is Confidential Information:
is exempt from disclosure in accordance with the provisions of FOIA; and/or
(b)
is to be disclosed in response to a request for information and any resulting
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(a)
disclosure by UCL shall be deemed not to be a breach of the confidentiality
provisions in this Agreement.
DATA PROTECTION
17.1
Notwithstanding any other provision of this Agreement, in performing its rights and obligations
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17.
under this Agreement each Party shall at all times comply with the Data Protection Act 1998
(DPA) (as may be amended from time to time) and all applicable local laws and/or regulations. In
so far as the Partner Institution processes any personal data and/or sensitive personal data (as
defined under the DPA) on behalf of UCL, it shall (i) take appropriate technical and organisational
security measures to prevent unauthorised or unlawful processing of such information and to
prevent accidental or unlawful loss, alteration or destruction of, or damage or access to such
information; and (ii) comply with UCL’s reasonable instructions.
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17.2
The Parties shall, prior to the Commencement Date of this Agreement enter into a separate Data
Sharing Agreement to govern the terms of student and staff data (which may include personal
data and/or sensitive personal data) as may be transferred between the Parties and processed by
a Party on behalf of the other.
18.
INSURANCE AND LIABILITY
18.1
Subject always to Clause 19, each Party (each an Indemnifying Party) shall and hereby agrees
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to indemnify the other Party (each an Indemnified Party) in full in respect of liabilities, costs,
damages and losses (excluding any indirect or consequential losses or losses of profit) incurred
or suffered by or imposed upon an Indemnified Party and relating to claims for death or personal
injury, or damage to property, in each case to the extent arising as a result of the Indemnifying
18.2
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Party’s negligence, wilful misconduct or breach of this Agreement.
The indemnity given under Clause 18.1 shall not apply to any loss, liability or damage to the
extent that such loss, liability or damage is attributable to the fault, negligence or wilful
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misconduct of the Indemnified Party or any of its officers, employees, or agents.
Each Party will obtain and/or maintain at all times during the period of this Agreement appropriate
policies of employer’s liability, public liability, and professional indemnity insurance in respect of
its involvement in the Agreement in amounts which are reasonable and customary for academic
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institutions of comparable size and undertaking similar activities as the Parties. Each Party will,
on request, provide written proof of the existence of such insurances to the other Party.
19.
LIMIT OF LIABILITY
19.1
Subject to Clause 19.2, the Parties agree that the total liability of UCL and Partner Institution
under or in connection with the subject matter of this Agreement shall not in either case exceed
an amount equivalent to [insert appropriate cap level] and that no Party shall have any liability to
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the other for:
19.1.1
any special, incidental, consequential, exemplary, punitive or indirect damages, losses,
costs or expenses; and
any loss, damage, cost, liability or expense to the extent that such loss, damage, cost,
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19.1.2
liability or expense arises from the acts or omissions, or any misrepresentation or any
other default on the part of the officers, employees and agents of the other Party.
19.2
Nothing in this Agreement will or is intended to limit or exclude a Party's liability for:
19.2.1
fraud or fraudulent misrepresentation;
19.2.2
death or personal injury caused by its negligence; or
19.2.3
any other matter which may not be excluded or restricted by law.
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20.
20.1
TERM AND TERMINATION
Notwithstanding the date or dates hereof, this Agreement shall be effective from the
Commencement Date until the later of (a) the date on which the last Student accepted onto the
Programme graduates or otherwise leaves or is required to leave the Programme (for whatever
reason); and (b) a period of [insert number] calendar years following the Commencement Date
(the Term).
If following any review under Clause 11 the collaboration is not operating to the satisfaction of
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20.2
either Party, or the academic standards of any Programme or any course relating to such a
Programme are not in the reasonable opinion of one Party being maintained by the other Party,
that Party may terminate this Agreement, or any individual Programme immediately without
penalty (subject always to Clause 20.5) upon written notice to the other Party.
Subject to Clause 20.5, this Agreement may be terminated early at the request of either UCL or
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20.3
Partner Institution provided that a minimum of six months' prior written notice is given to the other
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Party.
Subject to Clause 20.5, each Party (the Non-Defaulting Party) shall be entitled to terminate the
Agreement immediately upon written notice to the other Party (the Defaulting Party), upon the
occurrence of any of the following events:
a breach of any provision of this Agreement by the Defaulting Party which, if capable of
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20.4.1
remedy, is not remedied within [fourteen (14)] days from the date of written notice from
the Non-Defaulting Party requesting the Defaulting Party to remedy such breach;
20.4.2
any conduct on the part of the Defaulting Party that may reasonably be considered to be
prejudicial to the reputation of the Non-Defaulting Party; or
20.4.3
the commencement of insolvency proceedings, winding up, liquidation, or other
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equivalent proceedings in relation to the Defaulting Party.
20.5
Termination under Clauses 20.2, 20.3, 20.4 and 21.1 is subject to an obligation on each of the
Parties to ensure that satisfactory arrangements are put in place for existing Students on the
Programme, and those to whom an offer of a place on the Programme has been formally made,
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to enable such Students to complete their programme of study and be assessed for the Awarded
Degree and, in the absence of such satisfactory arrangements being put in place, the termination
date of this Agreement will be extended accordingly.
20.6
Following the expiry or termination of this Agreement for any reason whatsoever:
20.6.1
each Party shall immediately cease to use in any manner whatsoever the Intellectual
Property belonging to the other Party; and
20.6.2
each Party shall return to the other Party at its own expense all material in its
possession belonging to the other Party relating to the Programme and shall return or
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destroy (at the option of the other Party) all Confidential Information of the other Party
then in its possession or control.
20.7
Termination of this Agreement will not affect the rights of each Party against the other Party in
respect of the period up to and including the date of termination.
FORCE MAJEURE
21.1
Neither Party shall be liable to the other for any delay or failure in performing its obligations under
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21.
this Agreement to the extent that such delay or failure is caused by an event or circumstance that
is beyond the reasonable control of that Party, and which by its nature could not have been
foreseen by such Party or, if it could have been foreseen, was unavoidable, provided that the
Parties shall use reasonable endeavours to cure any such events or circumstances and resume
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performance under this Agreement. If any event or circumstances prevent a Party from carrying
out its obligations under this Agreement for a continuous period of more than 90 Business Days,
the other Party may, subject to Clause 20.5, terminate this Agreement immediately by giving
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written notice to the first Party.
22.
DISPUTE RESOLUTION
22.1
If at any time a dispute arises in connection with this Agreement or if a Party considers that the
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other Party is in breach of any of the terms of this Agreement, then prior to raising any court
action the Parties agree to first implement the following settlement procedure:
22.1.1
the Party raising the dispute (the Complaining Party) will submit a detailed written
notice formally requiring the other Party to take steps to remedy or prevent the breach
or other conduct or omission in respect of which the dispute has arisen; and
22.1.2
if within [fourteen (14)] days of receipt of the notice described in Clause 22.1.1 the other
Party fails to agree to perform a course of action which satisfies the Complaining Party
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(acting reasonably), the latter must convene a meeting of the Management Committee
at a mutually convenient time but not later than [thirty (30)] days following the date of
the formal written notice described in Clause 22.1.1 in order to attempt a resolution of
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the dispute.
22.2
Throughout the settlement procedure described in this Clause 22 the Parties agree to use all
reasonable efforts to resolve the dispute in good faith.
22.3
If the dispute has not been resolved pursuant to Clause 22.1 within [sixty (60)] days of receipt of
the notice under Clause 22.1.1, either Party may take such further steps as it considers
appropriate to resolve the dispute, including the initiation of court proceedings.
22.4
Nothing in this Clause 22 shall operate to restrict either Party’s rights to apply to a court for the
preservation of its legal rights or for emergency or interlocutory or interim relief (including, for the
avoidance of doubt, injunctive relief).
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23.
COMPLIANCE WITH RELEVANT REQUIREMENTS
23.1
The Partner Institution shall:
23.1.1
comply with all applicable laws, statutes, regulations and codes relating to anti-bribery
and anti-corruption including but not limited to the Bribery Act 2010 (Relevant
Requirements);
23.1.2
not engage in any activity, practice or conduct which would constitute an offence under
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sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been
carried out in the UK;
23.1.3
comply with such ethics, anti-bribery and anti-corruption policies of UCL from time to
time in force as are provided to the Partner Institution from time to time;
have and shall maintain in place throughout the term of this Agreement its own policies
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23.1.4
and procedures, including but not limited to adequate procedures under the Bribery Act
2010, to ensure compliance with the Relevant Requirements and Clause 23.1.2, and
23.1.5
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will enforce them where appropriate; and
promptly report to UCL any request or demand for any undue financial or other
advantage of any kind received by the Partner Institution in connection with the
23.2
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performance of this Agreement.
The Partner Institution shall ensure that any person associated with the Partner Institution who is
providing goods or services in connection with this Agreement does so only on the basis of a
written contract which imposes on and secures from such person terms equivalent to those
imposed on the Partner Institution in this Clause 23 (Relevant Terms). The Partner Institution
shall be responsible for the observance and performance by such persons of the Relevant Terms,
and shall be directly liable to UCL for any breach by such persons of any of the Relevant Terms.
Breach of this Clause 23 shall be deemed a material breach of this Agreement.
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23.3
23.4
For the purposes of this Clause 23, the meaning of adequate procedures and whether a person is
associated with another person shall be determined in accordance with section 7(2) of the Bribery
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Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act
and section 8 of that Act respectively. For the purposes of this Clause 23 a person associated
with the Partner Institution includes but is not limited to any subcontractor of the Partner
Institution.
24.
GENERAL
24.1
Neither Party will discriminate against any Students or any member of staff on the basis of age,
disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race,
religion or belief, sex or sexual orientation.
24.2
Each Party shall at all times comply with applicable health and safety and environmental laws in
its relevant jurisdiction.
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24.3
A person who is not a Party to this Agreement shall not have any rights under or in connection
with it.
24.4
This Agreement constitutes the whole agreement between the Parties and supersedes all
previous agreements between the Parties relating to its subject matter. Each Party acknowledges
that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in
respect of, any statement, representation, assurance or warranty (whether made negligently or
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innocently) other than as expressly set out in this Agreement. Each Party agrees that its only
liability in respect of those representations and warranties that are set out in this Agreement
(whether made innocently or negligently) shall be for breach of contract. Nothing in this Clause
shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
24.5
Either Party may at any time assign, transfer, charge, subcontract or deal in any other manner
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with all or any of its rights or obligations under this Agreement.
The Partner Institution shall not assign, transfer, charge, subcontract or deal in any other manner
UCL.
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with all or any of its rights or obligations under this Agreement without the prior written consent of
Any notice or other communication required to be given to a Party under or in connection with this
Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or
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other next working day delivery service providing proof of postage, or by commercial courier at its
registered office (if a company) or (in any other case) its principal place of business.
24.8
Any notice or communication shall be deemed to have been received if delivered by hand, on
signature of a delivery receipt or at the time the notice is left at the proper address, or otherwise
at 9.00 am on the second Business Day after posting or at the time recorded by the delivery
service or if delivered by commercial courier, on the date and at the time that the courier’s
delivery receipt is signed.
If a court or any other competent authority finds that any provision (or part of any provision) of this
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24.9
Agreement is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent
required, be deemed deleted, and the validity and enforceability of the other provisions of this
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Agreement shall not be affected.
24.10
If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and
legal if some part of it were deleted, the provision shall apply with the minimum modification
necessary to make it legal, valid and enforceable.
24.11
A waiver of any right or remedy under this Agreement is only effective if given in writing and shall
not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to
exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of
that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of such right or remedy shall preclude or
restrict the further exercise of that or any other right or remedy.
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24.12
Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do
not exclude rights provided by law.
24.13
Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint
venture of any kind between any of the Parties, nor constitute any Party the agent of another
Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party
in any way.
Any variation to this Agreement, including the introduction of any additional terms and conditions,
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24.14
shall only be binding when agreed in writing and signed by both Parties.
24.15
This Agreement, and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims), shall be governed by, and
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jurisdiction of the courts of England and Wales.
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construed in accordance with, English law, and the Parties irrevocably submit to the exclusive
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This is Schedule 1 as referred to in the Memorandum of Agreement between [Partner
Institution] and University College London dated [date].
SCHEDULE 1
THE PROGRAMME
UCL Awarded Degree
[insert title of degree]
[Partner Institution] Awarded
Degree
[insert title of degree]
[insert full details of the Programme]
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Programme
[select part-time or full-time]
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Nature of study
[insert Programme start date]
Start Date
of
consecutive
[insert number of intakes of Students]
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Number
intakes
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Programme Details
Entry requirements
[insert]
Insert the following
Timetable
"The timetable for each Student specified in the applicable Student
Terms and Conditions shall apply"]
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Annual Tuition Fees:
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Fees
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[insert]
[Please insert the current Fees for the Programme payable by each
Student here but note that these are subject to change as may be
agreed by the Parties from time to time]
[Insert details of which party shall collect the Fees and how the other
Party will be reimbursed and when payable.]
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SCHEDULE 2
STUDENT TERMS AND CONDITIONS
1.
INTRODUCTION
1.1
University College London (UCL) and [Insert Partner Institution details] (Partner Institution) by
an agreement dated [insert date or dates of the main agreement] (the Agreement) have agreed
to provide a programme for appropriate Students to work towards degrees of [insert Name of
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Degrees] awarded by each of UCL and the Partner Institution (each an Awarded Degree).
1.2
The Student has applied to study for the Awarded Degree.
1.3
UCL and the Partner Institution (each an Academic Party) have agreed to accept the Student
onto the programme in order to study for the Awarded Degree, on the terms and conditions set
ADMISSION
2.1
The title of the Awarded Degrees will be:
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2.
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out herein.
UCL:
[insert degree title]
Partner Institution:
[insert degree title]
Subject to clause 6 the Student shall comply at all times with all laws, regulations, codes of
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practice and directions issued by any competent authorities, which shall include UCL and the
Partner Institution (as applicable) which are applicable to (a) the research (if any) being carried
out by the Student; (b) the Student's presence in or on land or buildings owned, occupied or
under the control of UCL or Partner Institution, as the case may be; and (c) the examination, and
any appeals procedures relating to, the relevant Awarded Degree.
2.3
The Student shall attend at each of the premises of UCL and the Partner Institution according to
the following timetable (as may be amended by agreement between the Parties from time to
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time):
[insert timetable]
The Student shall be required to register at each of UCL and the Partner Institution, in each case
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2.4
according to the rules and regulations of the relevant institution.
3.
ADMINISTRATION AND SUPERVISORS
3.1
Each of UCL and the Partner Institution shall have the responsibility for the overall administration
of the Student's work and the examination process in respect of the Awarded Degree conferred
by it.
3.2
The supervisor of the Student for UCL shall be as follows:
[insert details of Supervisor],
or such person or persons as UCL may intimate to each of the Partner Institution and the Student
as having replaced that named individual from time to time.
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3.3
The supervisor of the Student for the Partner Institution shall be as follows:
[insert details of Supervisor],
or such person or persons as the Partner Institution may intimate to each of UCL and the Student
as having replaced that named individual from time to time.
FEES
4.1
The Student shall pay the following fees to [each of UCL and Partner Institution] OR [UCL] OR
[Partner Institution] on or before the dates indicated:
[insert fees] [insert payment dates]
4.2
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4.
All fees payable to UCL under Clause 4.1 above are payable in pounds Sterling (UK£) by bank
transfer to the bank account nominated by UCL for this purpose or by such other method as may
4.3
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be agreed between the Parties from time to time.
All fees payable to the Partner Institution under Clauses 4.1 above are payable in [insert
currency] by bank transfer to the bank account nominated by the Partner Institution for this
5.
THESIS AND ASSESSMENT
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purpose or by such other method as may be agreed between the Parties from time to time.
[Drafting note: consider whether the degree requires production of a thesis or not]
The Student shall submit a thesis for assessment and shall thereafter present her/himself for
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5.1
examination in accordance with the provisions of the relevant regulations of the relevant
academic Party (or, where the academic Parties have agreed a joint assessment process, in
accordance with the agreed provisions of that joint assessment process) subject to the following
conditions:
5.1.1
the Student shall write and defend her/his thesis in [English] and it shall include a
substantial summary written in [both English and >>>> (language of the Partner
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Institution)]; and
5.1.2
the Student shall submit [four] copies of the thesis (of the [four] copies, [two] copies
shall be for use and retention by UCL and [two] copies shall be for use and retention by
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Partner Institution.
5.2
The Student shall be informed of and shall comply with the relevant appeals process applicable to
the Awarded Degree by each academic Party.
6.
ACADEMIC APPEALS, STANDARDS AND COMPLAINTS
6.1
Students will be subject to the regulations, policies and procedures of the academic Party to
which the Awarded Degree relates including those related to attendance, student discipline,
complaints and appeals against the decisions of the examiners.
6.2
If required, the Student will be directed to follow two procedures, one in respect of each
academic Party.
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6.3
In respect of any progress review meetings, if an academic Party determines, in accordance with
its own rules and regulations in respect of such matters, that the Student should not continue on
the Programme with respect to an Awarded Degree from that academic Party for whatever
reason then it shall so notify the other academic Party and the academic Parties shall thereafter
discuss, acting reasonably, how to proceed, it being acknowledged that the academic Party
making such determination shall have no further obligation to continue to allow or enable the
6.4
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particular Student to continue on the Programme.
Where it is alleged that an offence has been committed by the Student whilst present at an
academic Party, the relevant code of student conduct of that academic Party will apply. Where it
is not clear to an academic Party which code of student conduct should apply, or if an academic
Party believes that the code of student conduct of the other academic Party should apply, it shall
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so notify the other academic Party and the academic Parties will thereafter discuss and agree,
acting reasonably, a course of action.
6.5
Where the Student wishes to complain about any general aspect of the Programme (i.e. an
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aspect of the Programme not specific to either academic Party), he will be directed to invoke the
complaints procedure of either of the academic Parties and the academic Parties will thereafter
meet to discuss, acting reasonably, how such complaint should be handled. Where the Student
wishes to complain about any specific service or facility provided by, or a student or member of
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staff from, one of the academic Parties, the relevant complaints procedure of that academic Party
will apply.
7.
USE OF PERSONAL DATA
7.1
The Student acknowledges that:
7.1.1
each of UCL and the Partner Institution holds, collects and processes information about
its students (including prospective, current and former students) for academic,
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administrative, verification, management, pastoral and health and safety purposes;
7.1.2
the information provided by students may also be used for the purpose of alumni
operations and, in the case of graduates of UCL, for publication of the General Council
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Register (under legal statute) when a student leaves UCL; and
7.1.3
when a student leaves UCL, appropriate data is kept as a permanent record to enable
UCL, if necessary, to provide references on a student’s behalf, or to maintain a record
of a student’s achievements.
7.2
In light of the information set out in Clause 7.1 above, the Student hereby acknowledges that
each of UCL and Partner Institution may pass and share the Student's information with the other
institution and to other third parties (including any appointed agents or sub-contractors of UCL or
Partner Institution) for the above purposes, and also in situations where the Student has given his
or her consent, or where disclosure is required to meet a statutory obligation of the relevant
institution (by way of example only, in the case of UCL, disclosure of information may be required
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to the Higher Education Statistics Agency). Further examples of data sharing and processing are
available in section 3 of UCL's University Calendar. UCL shall provide an up-to-date URL to
enable access to UCL's University Calendar on request.
7.3
The Student acknowledges and agrees that by providing/confirming his/her information he/she
consents to each of UCL and the Partner Institution holding, collecting, processing and
transferring such data. In the case of UCL, this information is processed in accordance with the
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Data Protection Act 1998.
8.
INTELLECTUAL PROPERTY RIGHTS
8.1
For the purposes of this Clause, IPRs means all and any copyright works, patents, discoveries,
improvements, inventions, trade marks, designs, information, data, formulae, specifications,
results of tests and field trials, diagrams, expertise, techniques, technology, know-how, and other
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intellectual property of any nature whatsoever, including applications and the right to apply for
registration of any of the foregoing rights.
Each of UCL, the Partner Institution and the Student acknowledges and agrees that title to IPRs
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8.2
modified, conceived or developed by the Student in the course of studying for the Awarded
Degree pursuant to this Agreement will be determined in accordance with the terms of the
applicable Student Intellectual Property policy in place at [UCL OR the Partner Institution], unless
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otherwise agreed in writing by the Parties.
9.
ADDITIONAL CLAUSES
9.1
[Insert here any other agreed terms that are changes to the UCL Student Terms and Conditions
or the Partner Institution Student Terms and Conditions].
10.
CONFLICT
10.1
The parties acknowledge that upon acceptance of an offer of a place on the Programme by a
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Student, a contract is formed between UCL, the Partner Institution and the Student the terms of
which comprise:
(1) the UCL Standard Student Terms and Conditions;
10.1.2
(2) the Partner Institution Standard Student Terms and Conditions;
10.1.3
(3) these terms and conditions; and
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10.1.1
the Parties agree that in the event of conflict arising between (1) and (2), the terms of (1) shall
prevail. In the event of conflict arising between either (1) and (3) or (2) and (3), the provisions of
(3) shall prevail.
11.
GOVERNING LAW
11.1
These Terms and Conditions and any disputes relating to these Terms and Conditions or the
subject matter of this Agreement (including, without limitation, non-contractual claims and
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disputes) shall be governed by, and construed in accordance with English law. The Parties
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hereby submit to the exclusive jurisdiction of the English Courts.
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EXECUTED on the date set out at the head of this Agreement.
Signed for and on behalf of
UNIVERSITY COLLEGE LONDON by
[Authorised Signatory]
[SIGNATURE OF AUTHORISED
SIGNATORY]
Print name
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Title
Signed for and on behalf of [the
PARTNER
INSTITUTION]
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[Authorised Signatory]
by
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Date
[SIGNATURE OF AUTHORISED
SIGNATORY]
Print name
Title
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Date
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