LY
MEMORANDUM OF AGREEMENT
N
between
University College London
O
and
PL
E
[Insert Name of Partner Institution]
Dated:
Ref: [insert file reference]
SA
M
IN RESPECT OF A PROGRAMME FOR THE PROVISION OF A JOINTLY AWARDED DEGREE OF
[INSERT NAME OF DEGREE]
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)
LY
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 a jointly awarded degree of
[Insert Name of Degree];
(2)
To facilitate the provision of the Programme, the Parties wish to enter into this Agreement.
NOW IT IS AGREED as follows:
1.
In this Agreement (including the recitals) the following terms shall have the following meanings:
PL
E
1.1
INTERPRETATION
O
N
(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
M
annexed hereto as the same may by written agreement between the Parties be varied or
extended from time to time;
Background Intellectual Property means any and all Intellectual Property, except any
SA
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 another
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;
UK-205029901.8
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
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.]
LY
Data Sharing Agreement means a data sharing agreement between the Parties on terms
reasonably acceptable to UCL;
Entry Requirements means the entry requirements agreed by the Parties for the Programme as
detailed in Schedule 1;
Fees means, with respect to each Student, any fees payable relating to that Student's
N
participation on the Programme;
Foreground Intellectual Property means all and any Intellectual Property created or developed
O
by a Party in the course of and relating to this Agreement;
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
PL
E
nature whatsoever and wheresoever, including applications and the right to apply for registration
of any of the foregoing rights;
Jointly Awarded Degree means a degree of [Insert Name of Degree] awarded jointly by UCL
and the Partner Institution;
Joint Procedures has the meaning given to it in Clause 3.2;
Lead Institution means [insert the Party that is to be the lead institution];
M
Management Committee means the joint management committee set up in accordance with
Clause 5;
Non-Lead Institution means the Party who is not the Lead Institution;
SA
Operating Budget means the operating budget for the Programme;
Parties means the Parties to this Agreement and Party shall be construed accordingly;
Programme means the programme described in Schedule 1 appended to this Agreement
pursuant to which the Parties will enable appropriate Students to work towards a Jointly Awarded
Degree;
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
UK-205029901.8
3
(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;
Relevant Requirements has the meaning specified in Clause 23.1.1;
Staff Programme Director means a suitably qualified and experienced non-academic member
LY
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
between the Student, UCL and the Partner Institution in substantially the same form as set out in
Schedule 2 appended to this Agreement;
N
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
O
Student; and
Term has the meaning specified in Clause 20.
Tuition Fees means, with respect to each Student, the fees payable for tuition on 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
PL
E
1.2
to this document unless the context otherwise requires.
1.3
References to the words includes or including shall be construed without limitation to the
generality of the preceding words.
1.4
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
M
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
SA
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 under them as from time to time amended, consolidated or re-enacted.
2.
2.1
THE COLLABORATION
The Parties agree to work together to facilitate a jointly awarded degree programme. The
Parties will deliver the Jointly Awarded Degree in accordance with the Programme.
UK-205029901.8
4
2.2
In respect of the Programme, one of the Parties shall be nominated as the Lead Institution as
set out in Schedule 1. The Lead Institution shall have primary responsibility for administrative
matters in relation to the Programme.
2.3
Students shall be based at each of UCL and/or the Partner Institution in accordance with the
timetable set out in the relevant Student Terms and Conditions.
3.1
RESPONSIBILITIES OF THE PARTIES
LY
3.
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
N
Programme, the Management Committee will agree joint procedures in relation to that activity
(the Joint Procedures). Joint Procedures will be published by the Parties and notified to the
3.3
O
Students.
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 including details of the content and structure of the Programme and details of the
PL
E
Fees, including the Tuition Fees (including any possible increase to the Fees), in accordance
with Clause 14, in 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
relation to the Programme.
ADMISSIONS AND REGISTRATION
M
4.
4.1
[Applicants for the Programme shall be required to apply via the Lead Institution using the
relevant course code. The Non-Lead Institution shall provide such reasonable assistance to the
SA
Lead Institution as may be necessary to process applications and select successful applicants].
OR [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 of both Parties (including English language criteria and, if necessary, completion
of a successful interview). Each Party shall have absolute discretion in deciding whether or not
to offer an applicant a place on the Programme and in deciding whether or not such offer is
conditional on the successful achievement of appropriate qualifications.
UK-205029901.8
5
4.3
Students will be required to Register with each of the Lead Institution and the Non-Lead
Institution and the Parties will use reasonable 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.
Where applicable, it shall be the Student’s responsibility to obtain the necessary visa and/or
LY
4.5
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
N
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
accordance with Tier 4 Sponsorship. At UCL’s request the Partner Institution will also provide
4.6
O
assistance with the vetting of Students for Tier 4 Sponsorship purposes.
If, and to the extent that, the Partner Institution is required 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 reasonable information and assistance as may be necessary to enable the Partner
PL
E
Institution to comply with any obligations imposed on it by the relevant immigration authorities in
the jurisdiction.
5.
5.1
MANAGEMENT COMMITTEE
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 Programme including:
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
SA
M
5.1.1
5.1.4
5.2
financial and budgetary matters.
Each of the Parties shall appoint a Staff Programme Director who shall assist the Academic
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.
5.4
The Parties will establish a joint management committee (the Management Committee)
comprising:
5.4.1
UK-205029901.8
the Academic Programme Directors;
6
5.5
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;
be responsible for making all major decisions in respect of the Programme
LY
(b)
(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
5.6
N
each Academic Year and managing the Operating Budget.
All decisions of the Management Committee shall require majority consent. In the event of a
vote.
5.7
O
deadlock, the Academic Programme Director from the Lead Institution shall have the casting
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
PL
E
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.
5.9
The Management Committee may delegate certain of its responsibilities to one or more
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
M
teaching 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
SA
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 procedures.
6.
6.1
COURSE DOCUMENTATION
[The Lead Institution will be responsible for course documents covering the Programme.
Course documents will be up-dated annually by the Lead Institution's Academic Programme
Director in consultation with the Non-Lead Institution's Academic Programme Director. Copies
UK-205029901.8
7
of the completed course documents will be provided by the Lead Institution to Students on
registration.]
OR
[Each Party will be responsible for course documents covering the modules of the Programme
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.
LY
Copies of the completed course documents will be provided by each Party to Students on
registration.]
7.
7.1
ASSESSMENT AND AWARDS
Any Jointly Awarded Degree conferred on the Student shall be conferred by the Lead Institution
N
in accordance with its rules and regulations and the Non-Lead Institution shall ensure that the
Lead Institution has the requisite authority to confer the Jointly Awarded Degree on the Student
on behalf of the Non-Lead Institution. Notwithstanding the foregoing, neither Party shall withhold
O
any Jointly Awarded Degree on the basis of non-payment of any debts due to it by the Student
with the exception of the Tuition Fees.
7.2
Each Party shall, in respect of each module taught by it, be responsible for:
7.3
the organisation and administration of the examination process for each Student;
PL
E
7.2.1
7.2.2
the administration and grading of the examination paper for each Student; and
7.2.3
ensuring all examination marks are collated.
Notwithstanding the terms of Clause 7.2 each Party shall ensure that the organisation and
administration of examinations is conducted in accordance with the following:
7.3.1
Subject to Clause 7.4, the examiners shall include not less than one internal examiner
M
from each Party, in each case who shall not be a Supervisor or Academic Programme
Director;
7.3.2
Subject to Clause 7.5, the examiners shall include not less than one external examiner
SA
appointed by each Party; and
7.3.3
The Supervisors (or all of the Supervisors should there be more than two) shall not
normally be present at any oral or other examination but shall be required to be
available, wherever reasonably practicable, to respond to requests for information or
clarification from the examiners.
7.4
In respect of Clause 7.3.1 above, UCL and Partner Institution shall have the option, should they
both agree, to jointly appoint a single internal examiner from either the Partner Institution or
UCL.
7.5
In respect of Clause 7.3.2 above, UCL and Partner Institution shall have the option, should they
both agree, to jointly appoint a single external examiner.
UK-205029901.8
8
7.6
Each Party will be responsible for appropriate travel and subsistence expenses for any
external examiners appointed by it and for the costs and expenses of any internal examiner
appointed by it. 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 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.
The Lead Institution shall be responsible for the production of:
7.7.1
a joint academic transcript for each Student; and
7.7.2
a joint degree certificate for each Student;
LY
7.7
provided always that the Lead Institution shall consult with the Non-Lead Institution prior to
8.1
FEES
The Student shall be required to pay the Tuition Fees in accordance with the Student Terms
and Conditions.
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.
All sums payable to the Partner Institution are payable in [insert] by bank transfer to the bank
PL
E
8.3
O
8.
N
finalising a joint academic transcript or joint degree certificate for any Student.
account advised by the Partner Institution from time to time.
8.4
9.
9.1
The Parties shall comply with the provisions of Schedule 1.
SUPERVISION
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
M
change or substitution at any time providing that the relevant Party shall notify the other as soon
as 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
SA
meeting will take place at which the Student and the Supervisors from UCL and Partner
Institution 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 Supervisors may participate by means of conference telephone audio call or
UK-205029901.8
9
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.
10.
10.1
ACADEMIC APPEALS, STANDARDS AND COMPLAINTS
Students will be subject to the regulations, policies and procedures outlined in the Joint
Procedures including those related to attendance, student discipline, complaints and appeals
10.2
LY
against the decisions of the examiners.
Where either Party takes disciplinary action against any Student in accordance with the Joint
Procedures the Academic Programme Director of the other Party will be informed.
10.3
In respect of the progress review meetings conducted under Clause 9.2 and/or 9.3, the Parties
shall discuss, acting reasonably, how to proceed, it being agreed that the Joint Procedures shall
N
govern any decision whether or not to allow or enable the particular Student to continue on the
Programme.
Where the Student wishes to complain about any general aspect of the Programme, he will be
O
10.4
directed to invoke the complaints procedure in accordance with the Joint Procedures. 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
10.5
PL
E
apply, as amended by the Joint Procedures.
In order to ensure that all academic appeals, complaints and allegations of misconduct are
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.
11.
11.1
ACADEMIC STANDARDS AND QUALITY
Each Party shall during the Term of this Agreement ensure that each Programme (and each
M
course 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
SA
Assurance Agency for Higher Education (QAA) in the United Kingdom will apply to the Jointly
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.
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
UK-205029901.8
10
UCL’s Guidelines for Departments and Faculties on International Partnerships and Agreements
(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.
12.1
THESIS COPIES
The designated number of copies of the thesis of each Student shall be required to be
LY
12.
submitted by the Student as set out in the relevant Student Terms and Conditions.
12.2
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].
13.1
GRADUATION
N
13.
Subject to Clause 7.1, in the event that the Student satisfies all of the conditions set out in the
O
Joint Procedures and is successful in the examination, the Lead Institution shall confer upon
him the Jointly Awarded Degree. The Student shall be entitled to graduate at a graduation
ceremony at the Lead Institution and shall receive a single certificate which (a) clearly states the
conferral of the Jointly Awarded Degree; and (b) carries the names of each of UCL and the
14.
14.1
PL
E
Partner Institution.
MARKETING AND PUBLICITY
Each Party shall:
14.1.1
not use the trade mark, acronym, words, name, logo, mark or other Intellectual Property
that are identified with or belong to the other Party (Brand Materials), including
providing details in a Party’s prospectus and/or in publicity or marketing materials or
M
media releases, without the prior written consent of the other Party (such consent not to
be unreasonably withheld or delayed);
14.1.2
work with the other Party in a timely fashion to jointly produce any release, brochure,
SA
publicity or marketing materials or media releases relating to the Programme; and
14.1.3
notify the other Party as soon as practicably possible in the event of a change to any
release, brochure, publicity or marketing materials or media releases relating to the
Programme.
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
UK-205029901.8
derogatory statements about a Party or any third parties;
11
14.2.3
misleading statements or advice about recognition of awards by public or other
authorised bodies or professional bodies or bodies in other countries;
14.2.4
misleading or incomplete information about the content or structure of the Programme,
the Fees, the availability of accommodation, facilities or support services or any other
aspect of the Programme; and/or
15.
15.1
statements that could reasonably bring the other Party into disrepute.
LY
14.2.5
CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
Each Party (the Receiving Party) shall keep in strict confidence all Confidential Information
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
N
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
O
they need to know it for the purpose of discharging the Receiving Party's obligations under this
Agreement, and shall ensure that such employees, agents or subcontractors are subject to
obligations of confidentiality corresponding to those which bind the Receiving Party.
Clause shall cease to apply:
to any information which is or comes into the public domain through no default
PL
E
(a)
This
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
regulatory authority; or
(c)
Each Party shall on demand and on termination of this Agreement surrender to the other Party
M
15.2
to any information which is disclosed by a Party to its professional advisers.
all materials relating to such Confidential Information in its or its personnel's, agents' or
representatives' possession.
Any Background Intellectual Property shall at all times remain the sole and exclusive property of
SA
15.3
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
non-transferable 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 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
the other Party a non-exclusive and non-transferable licence to use its Foreground Intellectual
UK-205029901.8
12
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
Any Foreground Intellectual Property created or developed jointly by the Parties shall be the
sole and exclusive property of the [Lead Institution].
15.6
Each Party undertakes not to knowingly do anything which in the reasonable opinion of the
16.
16.1
LY
other Party would be detrimental to that Party’s good name, reputation and/or standing.
FREEDOM OF INFORMATION
The Partner Institution acknowledges that UCL is subject to the requirements of the Freedom of
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
16.2
N
information disclosure requirements.
UCL will be solely responsible for determining whether any information, regardless of whether
O
or not it is Confidential Information:
(a)
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
disclosure by UCL shall be deemed not to be a breach of the confidentiality
17.
17.1
PL
E
provisions in this Agreement.
DATA PROTECTION
Notwithstanding any other provision of this Agreement, in performing its rights and
obligations 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
M
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
SA
damage or access to such information; and (ii) comply with UCL’s reasonable instructions.
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.
18.1
INSURANCE AND LIABILITY
Subject always to Clause 19, each Party (each an Indemnifying Party) shall and hereby
agrees 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
UK-205029901.8
13
personal injury, or damage to property, in each case to the extent arising as a result of the
Indemnifying Party’s negligence, wilful misconduct or breach of this Agreement.
18.2
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
misconduct of the Indemnified Party or any of its officers, employees, or agents.
18.3
Each Party will obtain and/or maintain at all times during the period of this Agreement
LY
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 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
19.
19.1
N
other Party.
LIMIT OF LIABILITY
Subject to Clause 19.2, the Parties agree that the total liability of UCL and Partner Institution
O
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
the other for:
19.1.1
any special, incidental, consequential, exemplary, punitive or indirect damages, losses,
PL
E
costs or expenses; and
19.1.2
any loss, damage, cost, liability or expense to the extent that such loss, damage, cost,
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.
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.
M
19.2
TERM AND TERMINATION
SA
20.
20.1
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).
20.2
If following any review under Clause 11 the collaboration is not operating to the satisfaction of
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,
UK-205029901.8
14
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.
20.3
Subject to Clause 20.5, this Agreement may be terminated early at the request of either UCL or
Partner Institution provided that a minimum of six months' prior written notice is given to the
other Party.
20.4
Subject to Clause 20.5, each Party (the Non-Defaulting Party) shall be entitled to terminate the
LY
Agreement immediately upon written notice to the other Party (the Defaulting Party), upon the
occurrence of any of the following events:
20.4.1
a breach of any provision of this Agreement by the Defaulting Party which, if capable of
remedy, is not remedied within [fourteen (14)] days from the date of written notice from
20.4.2
N
the Non-Defaulting Party requesting the Defaulting Party to remedy such breach;
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
the commencement of insolvency proceedings, winding up, liquidation, or other
O
20.4.3
equivalent proceedings in relation to the Defaulting Party.
20.5
Termination under Clauses 20.2, 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
PL
E
Programme, and those to whom an offer of a place on the Programme has been formally made,
to enable such Students to complete their programme of study and be assessed for the Jointly
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
M
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
SA
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.
21.
21.1
FORCE MAJEURE
Neither Party shall be liable to the other for any delay or failure in performing its obligations
under 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
UK-205029901.8
15
circumstances and resume 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 written notice to the first Party.
22.
22.1
DISPUTE RESOLUTION
If at any time a dispute arises in connection with this Agreement or if a Party considers that the
LY
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
22.1.2
N
or other conduct or omission in respect of which the dispute has arisen; and
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
O
(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
the dispute.
Throughout the settlement procedure described in this Clause 22 the Parties agree to use all
PL
E
22.2
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
M
preservation of its legal rights or for emergency or interlocutory or interim relief (including, for
the avoidance of doubt, injunctive relief).
23.
The Partner Institution shall:
SA
23.1
COMPLIANCE WITH RELEVANT REQUIREMENTS
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
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;
UK-205029901.8
16
23.1.4
have and shall maintain in place throughout the term of this Agreement its own policies
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
will enforce them where appropriate; and
23.1.5
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
LY
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
N
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.
23.4
For the purposes of this Clause 23, the meaning of adequate procedures and whether a person is
O
23.3
associated with another person shall be determined in accordance with section 7(2) of the Bribery
Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act
PL
E
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.
24.1
GENERAL
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,
M
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.
A person who is not a Party to this Agreement shall not have any rights under or in connection
SA
24.3
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 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.
UK-205029901.8
17
24.5
Neither Party shall assign, transfer, charge, subcontract or deal in any other manner with all or
any of its rights or obligations under this Agreement without the prior written consent of the
other Party.
24.6
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 other next working day delivery service providing proof of postage, or by commercial
LY
courier at its registered office (if a company) or (in any other case) its principal place of
business.
24.7
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
N
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
O
24.8
this 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 Agreement shall not be affected.
If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable
PL
E
24.9
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.
24.10
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
M
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.
24.11
Unless specifically provided otherwise, rights arising under this Agreement are cumulative and
SA
do not exclude rights provided by law.
24.12
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.
24.13
Except as set out in this Agreement, any variation to the Agreement, including the introduction
of any additional terms and conditions, shall only be binding when agreed in writing and signed
by both Parties.
24.14
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
UK-205029901.8
18
construed in accordance with, English law, and the Parties irrevocably submit to the exclusive
SA
M
PL
E
O
N
LY
jurisdiction of the courts of England and Wales.
UK-205029901.8
19
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
Jointly Awarded Degree
[insert title of degree]
Lead Institution
[identify Lead Institution here]
[insert full details of the Programme]
N
Programme
O
[select part-time or full-time]
Nature of study
[insert Programme start date]
Start Date
of
consecutive
[insert number of intakes of Students]
PL
E
Number
intakes
LY
Programme Details
Entry requirements
[insert]
Insert the following
Timetable
"The timetable for each Student specified in the applicable Student
Terms and Conditions shall apply"]
M
Annual Tuition Fees:
SA
Fees
UK-205029901.8
[insert]
[Please insert the current Fees for the Programme (including bench
fees etc) payable by each Student here but note that these are
subject to change as may be agreed by the Parties from time to
time]
Proportion of Fees payable by each Student to be paid annually by
the Lead Institution to the other Party: [insert%]
[Note that normally the basis for the distribution of fees will be the
proportion of the Programme provided by each Party after a top slice
is allocated to the Lead Institution]
20
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
LY
provide a programme for appropriate Students to work towards a degree of [insert Name of
Degree] awarded jointly by UCL and Partner Institution (the Jointly Awarded Degree).
1.2
The Student has applied to study for the Jointly Awarded Degree.
1.3
UCL and the Partner Institution (the Academic Parties) have agreed to accept the Student onto
N
the programme in order to study for the Jointly Awarded Degree, on the terms and conditions set
out herein.
ADMINISTRATION
2.1
The title of the Jointly Awarded Degree will be: [insert degree title]
2.2
If, and to the extent that the Academic Parties agree to be jointly responsible for an aspect of the
O
2.
Jointly Awarded Degree, UCL and the Partner Institution shall agree joint procedures which apply
PL
E
to the Jointly Awarded Degree (the Joint Procedures). Joint Procedures will be published by UCL
and the Partner Institution and notified to the Student.
2.3
The Student shall comply at all times with all laws, regulations, codes of 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
the Partner Institution, as the case may be; and (c) the examination, and any appeals procedures
M
relating to, the Jointly Awarded Degree in each case as amended by the Joint Procedures.
2.4
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 Academic Parties from
SA
time to time):
[insert timetable]
2.5
The Student shall be required to register at each of UCL and the Partner Institution, in each case
according to the rules and regulations of the relevant institution as amended by the Joint
Procedures.
3.
ADMINISTRATION AND SUPERVISORS
3.1
[Insert name of Party] shall be the lead institution and shall have the responsibility for the overall
administration of the Student's work and the examination process in respect of the Jointly
Awarded Degree.
UK-205029901.8
21
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.
3.3
The supervisor of the Student for the Partner Institution shall be as follows:
[insert details of Supervisor],
as having replaced that named individual from time to time.
LY
or such person or persons as the Partner Institution may intimate to each of UCL and the Student
4.
FEES
4.1
The Student shall pay the following fees to [each of UCL and the Partner Institution] OR [UCL]
[insert fee details] [insert payment date details]
All fees payable to UCL under Clause 4.1 above are payable in pounds Sterling (UK£) by bank
O
4.2
N
OR [Partner Institution] on or before the dates indicated:
transfer to the bank account nominated by UCL for this purpose or by such other method as may
be agreed between the Parties from time to time.
4.3
All fees payable to the Partner Institution under Clauses 4.1 above are payable in [insert
PL
E
currency] by bank transfer to the bank account nominated by the Partner Institution for this
purpose or by such other method as may be agreed between the Parties from time to time.
5.
THESIS AND ASSESSMENT
[Drafting Note: Consider whether the degree requires production of a thesis or not]
5.1
The Student shall submit a thesis for assessment and shall thereafter present her/himself for
examination in accordance with the provisions of the relevant regulations of the relevant
M
academic Party as amended by the Joint Procedures 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 Institution];
SA
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
the Partner Institution).
5.2
The Student shall be informed of and shall comply with the relevant appeals process applicable to
the Jointly Awarded Degree as set out in the Joint Procedures.
6.
USE OF PERSONAL DATA
6.1
The Student acknowledges that:
UK-205029901.8
22
6.1.1
each of UCL and the Partner Institution holds, collects and processes information about
its students (including prospective, current and former students) for academic,
administrative, verification, management, pastoral and health and safety purposes;
6.1.2
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
Register (under legal statute) when a student leaves UCL; and
when a student leaves UCL, appropriate data is kept as a permanent record to enable
LY
6.1.3
UCL, if necessary, to provide references on a student’s behalf, or to maintain a record
of a student’s achievements.
6.2
In light of the information set out in Clause 6.1 above, the Student hereby acknowledges that
each of UCL and the Partner Institution may pass and share the Student's information with the
N
other institution and to other third parties (including any appointed agents or sub-contractors of
UCL or the Partner Institution) for the above purposes, and also in situations where the Student
O
has given his or her consent, or where disclosure is required is 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 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-
6.3
PL
E
date URL to enable access to UCL's University Calendar on request.
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
Data Protection Act 1998.
7.
[INTELLECTUAL PROPERTY RIGHTS
7.1
For the purposes of this Clause, IPRs means all and any copyright works, patents, discoveries,
M
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, including applications and the right to apply for
SA
registration of any of the foregoing rights.
7.2
Each of UCL, the Partner Institution and the Student acknowledges and agrees that title to IPRs
modified, conceived or developed by the Student in the course of studying for the Jointly Awarded
Degree pursuant to these Terms and Conditions will be determined in accordance with the UCL
Student IP Policy.]
8.
[ADDITIONAL CLAUSES]
8.1
[Insert here any other agreed terms that are changes to the UCL Student Terms and Conditions
or the Partner Institution Student Terms and Conditions].
UK-205029901.8
23
9.
CONFLICT
9.1
The Parties acknowledge that upon acceptance of an offer of a place on the Programme by a
Student, a contract is formed between UCL, the Partner Institution and the Student the terms of
which comprise:
(1) the UCL Standard Student Contract;
9.1.2
(2) the Partner Institution Standard Student Contract;
9.1.3
(3) these terms and conditions; and
LY
9.1.1
the Parties agree that in the event of conflict arising between (1) and (2), the terms of the
standard student contract of the Lead Institution shall prevail. In the event of conflict arising
between either (1) and (3) or (2) and (3), the provisions of (3) shall prevail.
GOVERNING LAW
10.1
These Terms and Conditions, and any dispute or claim arising out of or in connection with their
N
10.
O
subject matter or formation (including non-contractual disputes or claims), shall be governed by,
and construed in accordance with, English law, and the Parties irrevocably submit to the
SA
M
PL
E
exclusive jurisdiction of the courts of England and Wales.
UK-205029901.8
24
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]
LY
Print name
Title
Signed for and on behalf of [the
PARTNER
INSTITUTION]
by
O
N
Date
PL
E
[Authorised Signatory]
[SIGNATURE OF AUTHORISED
SIGNATORY]
Print name
Date
SA
M
Title
UK-205029901.8
25