Memorandum of Understanding Proposal Sheet
To be Submitted by Head of School/Unit to LCP together with draft MOU*
Proposer:
Proposing School/Unit:
Overview of Purpose of MOU
Outline Description of Partner(s) Organisation
We have reviewed the attached MOU and recommend it is signed.
_________________________
Date: _________________
Head of School/Unit
________________________
College / Unit Director
Date of CLT / Exec. Approval: _________
For Office Use Only : Date of LCP Approval: ______________________________
MEMORANDUM OF UNDERSTANDING
*MOU should be drafted on the agreed Institute Template. If an alternative template is to be
requested, this should be discussed with the Quality Assurance Office and Institute Secretary prior to
formal submission and approval by CLT.
between
DUBLIN INSTITUTE OF TECHNOLOGY
and
ORGANISATION “X”
THE PARTIES
Dublin Institute of Technology, Dublin, Ireland
Address:
Dublin Institute of Technology
143-149 Rathmines Road
Dublin 6
Organisation XXX
Address:
Both Organisations agree to pursue co-operation under the terms and conditions identified in this
Agreement. It is based on the principles of equality and reciprocal benefit. This General Agreement
sets out broad co-operative arrangements and specifc areas of academic co-operation.
1.
CONTENT OF THE AGREEMENT
1.1
This Agreement sets out the relationship between the Dublin Institute of Technology
(hereinafter referred to as ‘DIT’) and Organisation “X) (hereafter referred to as ‘X’) by
which X and DIT may develop the collaborative activities in academic areas of mutual
interest, on a basis of equality and reciprocity, to include but not limited to:.
(1) Exchange of faculty, researchers and other research and administrative staff
(2) Conducting collaborative research projects
(3) Conducting lectures and organizing symposia
(4) Exchange of academic information and materials
(5) Developing and delivering programmes of study and online learning for a global
audience
(6) Promoting other academic cooperation as mutually agreed
The development and implementation of specific activities based on this Agreement will be
separately negotiated and agreed between the parties, which carry out the specific projects.
Both institutions agree to carry out these activities in accordance with the laws and
regulations of the respective countries after full consultation and approval.
It is understood that the implementation of any of the types of cooperation stated in clause
1.1 shall depend upon the availability of resources and financial support at the parties
concerned.
2.
PUBLICITY
2.1
All publicity material bearing the name or logo of Organisation “X” or DIT must first be
mutually agreed by Organisation “X” & DIT.
3.
INTELLECTUAL PROPERTY RIGHTS
3.1
Should any collaborative research activities under this Agreement result in any potential for
intellectual property, both institutions shall seek an equitable and fair understanding as to
ownership and other property interests that may arise.
Intellectual Property means statutory and other proprietary rights in respect of trade marks,
patents, copyrights, confidential information, know-how and all other rights with respect to
intellectual property as defined in Article 2 of the Convention establishing the World
Intellectual Property Organization of July 1967 other than moral rights.
3.2
Organisation “X” and DIT accept and agree that any programme(s) jointly developed in the
context of this Agreement shall be jointly owned by Organisation “X” and DIT.
3.3
Any Intellectual Property Rights in the logos or names remains the property of the
respective Party.
4.
ENTIRE AGREEMENT AND VARIATION
4.1
This Agreement constitutes the entire agreement between the Parties.
No agreement or understanding varying or extending this Agreement shall be legally binding
upon any Party unless in writing and signed by both Parties. This Agreement may be
amended or modified by a written agreement signed by the representatives of both
universities.
5.
INDEMNITY
5.1
Subject to the provisions of this Agreement, a party (in this clause referred to as ‘the first
Party’) shall at all times indemnify and hold harmless the other party, its officers, employees
and agents (in this clause referred to as ‘those indemnified’) from and against any loss
(including `legal costs and expenses on a solicitor/own client basis), or liability, reasonably
incurred or suffered by any of those indemnified arising from any claim, suit, demand, action
or proceeding by any person against any of those indemnified where such loss or liability was
caused by any wilful, unlawful or negligent act or omission of the first Party, its employees,
agents or subcontractors in connection with the first Party’s performance of its obligations
under this Agreement.
5.2
The first Party’s liability to indemnify the other party under clause 8.1 shall be reduced
proportionally to the extent that any act or omission of the other Party or its employees or
agents contributed to the loss or liability.
5.3
The indemnity in clause 5.1 shall survive the expiration or termination of this Agreement.
6.
NEGATION OF EMPLOYMENT, PARTNERSHIP AND AGENCY
6.1
No Party shall represent itself, and shall ensure that its employees do not represent
themselves, as being an employee, partner or agent of the other Party, or as otherwise able
to bind or represent the other Party.
6.2
No Party shall by virtue of this Agreement be or for any purpose be deemed to be an
employee, partner or agent of the other Party, or as having any power or authority to bind
or represent the other Party.
7.
ASSIGNMENT
7.1
No Party shall franchise, sub-let, assign, transfer or create any interest in or otherwise deal
with all or any of its rights under this Agreement without prior written consent, which will
not be unreasonably withheld, of the other Party.
8.
DISPUTE RESOLUTION
8.1
Any disputes in connection with this MOU or the implementation of any particular initiative
resulting from this MOU shall be settled by negotiation between the parties through their
representatives, and will follow the parties’ established policies and guidelines.
8.2
If an amicable settlement is not reached within thirty (30) days, all/any dispute, or claim
arising out of or retaling to this MOU, shall be settled by Arbitration, and the Parties hereby
agree that the arbitration award shall be final and binding, and shall be kept strictly
confidential.
9.
SEVERABILITY
9.1
Each provision of this Agreement and each part thereof shall, unless the context otherwise
necessarily requires it, be read and construed as a separate and severable provision or part.
If any provision or part thereof is void or otherwise unenforceable for any reason then that
provision or part (as the case may be) shall be severed and the remainder shall be read and
construed as if the severable provision or part had never existed. The Parties shall negotiate
in good faith to replace the void or unenforceable provison or part with a valid or
enforceable provision or part.
10.
VALIDITY
10.1
This Agreement is valid for a period of five years from the date of signing by the
representatives of both universities. The Agreement shall be renewable thereafter subject
to the mutual agreement of both Parties.
11.
TERMINATION
11.1
This Agreement may be terminated by mutual consent or by any Party giving six (6) months
written notice to the other Party.
11.2
Any Party may terminate the Agreement if another Party is in serious default or in serious
breach of any provision under this Agreement provided that the aggrieved Party has first
given sixty (60) days notice of its intention to terminate this Agreement. If the default or
breach has been remedied at the expiry of the specified the aggrieved Party may withdraw
the written notice to terminate the Agreement.
11.3
Should further arrangements be negotiated between DIT and Organisation “X” formal
written approval from both parties for modifications to the Agreement will be sought.
12
PRINCIPALS REPRESENTING THE PARTIES
12.1
The principals of this Memorandum of Understanding are the undersigned and any notice
required to be given under this MOU must be in writing and addressed to the Office of the
President, Dublin Institute of Technology and the Manager Director, Organisation “X”.
13.
GENERAL
13.1
The Parties recognise that this agreement and actions arising may be subject to provisions of
the following Irish legislation, and agree to comply with all legal requests made under said
provisions;
a. Dublin Institute of Technology Act (1992), and subsequent amendments
b. Data Protection Act (1988), and subsequent amendments
c. Freedom of Information Act (1997) and subsequent amendments
d. Equal Status Act(2000) and subsequent amendments
e. Employment Equality Act (1998) and subsequent amendments
f. Standards in Public Office Act (2001) and subsequent amendments
14
RELATIONSHIP BETWEEN THE PARTIES
14.1
This MOU is for the purposes of furthering collaboration between the parties and nothing
contained in this MOU shall be construed to create or imply a joint venture, partnership,
principal-agent or employment relationship between the parties.
Signed:_____________________
Professor Brian Norton
President
Dublin Institute of Technology
Date:______________________
Signed:______________________
XXX
Managing Director
XXX
Date:______________________