Version of June 23, 2005
A Template for Establishing, Funding, and Managing an International Scientific Research
Project Based on an Agreement Between Governments or Institutions
Introduction
This paper describes a template for establishing and managing international collaborative research, based
on an agreement by governments, governmental institutions, or other organisations. This is one of many
possible ways to organise scientific collaboration; indeed, there is no “one size fits all” formula for
international projects. This document is intended to serve as a starting point for those seeking to create an
institutional venue for joint research. It is based on experience acquired during the work of the Global
Science Forum of the Organisation for Economic Cooperation and Development (OECD)1.
Appended to this paper is an annotated sample Memorandum of Understanding, to be signed by the parties
of the collaboration. It covers the key areas where agreement should be reached before the project can
begin. It is presented as a generic template; for any given project, text could be edited, deleted or added
according to the requirements of the partners. In the attached document, the template text is in regular
font, with explanatory annotations in italics2. In addition, a sample Request for Proposals to Host the
Secretariat is provided, in case the partners envisage a competition for hosting the headquarters of the
project.
Rationale/Requirements
International cooperation is a hallmark of modern science. At the smallest scale, it can consist of visits or
sabbatical leaves by individual scientists, based on informal agreements between individuals or
laboratories. At the other end of the scale, a major long-term project, involving the construction of large
infrastructures and the employment of hundreds of staff members, may require inter-governmental treaties
and their approval by parliaments. Between these extremes, the need sometimes arises for a project that is
to last at least several years, with an annual budget of one to several million USD, and with a modest
central administrative structure. For the purposes of this paper, it is assumed that the following preconditions apply:
A. The scientific imperatives are well understood and have been thoroughly discussed within the
scientific community, so that the principal remaining challenge is to design and implement an
international cooperative project. Ideally, consensus has been achieved within the scientific
community, perhaps as a result of deliberations under the aegis of a respected international
scientific union.
B. At the national or regional level, the appropriate officials (heads of agencies, senior programme
managers, laboratory administrators, etc.) have been thoroughly briefed about the proposed work,
and have acknowledged its desirability within the context of wider science policy goals and
priorities.
1
The most relevant OECD projects are the Global Biodiversity Information Facility and the International
Neuroinformatics Coordinating Facility. The agreements for these were, in turn, partially modelled on the
Implementing Agreements of the International Energy Agency. This paper was written by Stefan Michalowski,
Executive Secretary of the Global Science Forum (stefan.michalowski@oecd.org). The author welcomes comments
and criticisms, which will be used to prepare future revised versions of the paper.
2
If the template were to be used as the basis for a new agreement, the first step would be to delete the annotations.
Page 1 of 20
Version of January 10, 2005
For review by delegates to the 12th Meeting of the Global Science Forum
C. The participating countries and institutions are strongly motivated to collaborate internationally,
based on some of the recognised benefits of cooperation, such as: taking advantage of scientific
expertise in other countries, access to unique resources or sites, sharing of costs3.
If these conditions are met, the following requirements will probably be applicable:
1. A written agreement is needed to confirm the commitments of the parties, but without the legal,
financial and political consequences of a treaty. The agreement should not be legally binding4.
2. The project requires an independent legal identity, with the ability to enter into contract
agreements with vendors, consultants, etc.
3. A full-time staff is needed, consisting of a minimum of one or two persons, with office and/or
laboratory space in a host country.
4. The identity and status of each participant must be specified, along with the goals, procedures,
funding, staffing, administrative structures and work programme of the collaboration. A minimum
set of new agreements, institutional structures and bureaucratic procedures should be created: just
enough to carry out the scientific work. This accommodates the often expressed aversion of
national administrations to the establishment of new international institutions and bureaucracies5.
5. Funding arrangements and amounts must be stated explicitly, and in a way that maximises the
degree of commitment of the participants, while recognising the non-binding nature of the
agreement. The funds are to be held in a central account, and spent in well-specified ways.
Participants will expect to receive the maximum of benefits from the funds that they contribute.
Ideally, there should be no penalty for conducting the project on an international basis, compared
with an equivalent national project.
6. Maximum advantage should be taken of existing institutions, especially for providing staff offices
and non-scientific functions such as contract and travel management, personnel services,
purchasing, information technology, and secretarial support. Typically, a significant fraction of the
scientific work should be undertaken by the participants themselves using their own resources,
with the central secretariat of the collaboration serving an enabling and coordinating role.
3
In February 2003, participants of the OECD Global Science Forum “Workshop on Best Practices in International
Scientific Co-operation” identified principles and procedures that are relevant to the issues discussed in this paper.
The report from the workshop can be found at www.oecd.org/sti/gsf.
4
The term “not legally binding” is often invoked as a necessary condition for acceptance by national authorities (e.g.,
foreign ministries) but the meaning of the term it is not entirely clear. A possible interpretation is that no legal
action can be taken against a party that signs the agreement but, for whatever reasons, finds itself unable to fulfil the
stated or implied commitments.
5
There is an inherent tension in any effort to establish a new collaboration: a desire to perturb existing arrangements
as little as possible and, at the same time, a desire to create new structures that will permit the scientific work to be
carried out and that will be resistant to inevitable fluctuations in the levels of commitment of the participants.
There can be no universal recipe for dealing with this tension.
Page 2 of 20
Version of June 23, 2005
The Elements of the Template
Participants
Participants
Host Country
Participants
Memorandum of Understanding
Country
Agreement
Scientific and
Technical
Advisory Bodies
(optional)
Governing
Board
Host
Agreement
Secretariat
Host
Director
Staff
The Collaboration
Secretariat
The Memorandum of Understanding (MOU)
This document needs to be carefully prepared by a group that represents as many potential Participants as
possible. The effort involved should not be underestimated: several months (and most likely more), and at
least two physical meetings, will probably be needed to reach consensus on the MOU. Strong leadership is
essential: the effort is unlikely to succeed without the personal dedication of at least one individual who
has the necessary personal skills, authority, and professional reputation. One of the leader’s more difficult
tasks is to judge the level of commitment of the entities that take part in drawing up the MOU. That is, he
or she will want to avoid a situation where one party imposes significant conditions during the
negotiations, but does not ultimately sign the negotiated document.
As the text of the MOU is refined, the participants in the negotiations may need to change. In the initial
stages, scientific expertise is vital, whereas legal and political skills may be more valuable as the process
nears its end6.
The term “Memorandum of Understanding” may not be acceptable to all potential Participants, since it
may imply a degree of legal commitment that they find unacceptable, or that may require burdensome
administrative authorisation at the national level. If this is the case, an alternative formulation can be
adopted, for example “Understanding”.
6
A number of valuable suggestions for managing the MOU preparation process are contained in the paper
“Establishing International Scientific Collaborations: Lessons Learned from the Global Biodiversity Information
Facility” written by Mr. Eric James and available on the Global Science Forum internet site
(www.oecd.org/sti/gsf).
Page 3 of 20
Version of January 10, 2005
For review by delegates to the 12th Meeting of the Global Science Forum
The MOU should be devoted to the most basic fundamental matters, and should not over-prescribe the
details of how the collaboration will operate7. Operational minutiae are best left to the Board itself once it
has acquired practical experience, and based on actual need. Once the project actually gets started, the
Governing Board will probably establish its own Rules of Procedure during the course of its deliberations.
Furthermore, disagreements over small details and formulations can slow down the MOU negotiations.
The Participants
The Participants are the parties to the MOU and partners in the scientific collaboration. They fund and
collectively make all important decisions concerning the project. It is desirable for all of them to be of the
same or similar type, e.g., governments (countries), government laboratories, academic institutions. This
simplifies the issue of representation on the Governing Board. Intergovernmental organisations (for
example, the European Commission) present a special challenge, due to a possible perception that a
country can acquire an unfair advantage by being a Participant and a member of the organisation.
It may be useful to define two or more categories of participation, depending on the degree of involvement
required (especially in terms of making a financial contribution). Thus, there can be Observers, Associate
Participants, etc. In each case, the categories should be clearly described in the MOU, along with the
associated rights or lack thereof.
The Collaboration
The Collaboration is established through the MOU. The Collaboration and the Secretariat have legal
identities in the host country, allowing such functions as the hiring of staff and consultants, purchasing
equipment, and entering into contracts of various kinds.
During the negotiations for the MOU, potential participants should pay particular attention to the level of
specificity used in the description of the Collaborations work programme (which is not the same as the
description of the rationale, mandate, and goals of the project). The description should be sufficiently
specific to motivate interested parties to join, to satisfy reviewing and authorisation processes of the
appropriate funding bodies, and to avoid having to re-discuss the same issues each time a new potential
participant steps forward. On the other hand, it may be unwise to be too specific, in order to allow the
collaboration to establish its own goals and projects, once it begins operations.
The Governing Board
This is the principal decision-making body for the collaboration. Typically, it will meet once or twice a
year to review progress and to decide on major issues. Normally, each Participant nominates one
representative to the Governing Board. If there is more than one category of participant, the roles on the
Board must be precisely specified in the MOU. Each representative can cast a single vote. A possible
complication arises if there is more than one Participant per country. Does each one have a representative
and a vote on the Governing Board? Does each one have to make a separate financial contribution? If the
Governing Board is very large, it may be useful to establish an Executive Committee to which the
Governing Board will delegate much of the authority for decision-taking, especially in between Board
meetings.
In general, it is desirable to achieve consensus for Governing Board decisions, without the necessity of
voting. Major decisions (for example, approval of the budget and work programme) may require voting, in
which case the procedures must be spelled out in detail. It may be desirable to adopt different voting
schemes for different classes of decisions, but this should probably be a last resort.
7
To pick an extreme example, specifying the steps that a member of the Governing Board must carry out in order to
be represented by another person at a meeting of the Board.
Page 4 of 20
Version of June 23, 2005
The Host Country and the Country Agreement
The host country provides the physical venue for the Collaboration (offices, laboratories, etc) within a
designated Secretariat Host institution. The Collaboration and Secretariat will be subject to the laws of that
country, but their precise status, rights, and obligations have to be clearly defined, with two main
considerations built into the agreement that should be negotiated by the host country authorities and the
Collaboration’s Governing Board.
Firstly, all of the Participants must be satisfied that the host country will not exert an excessive influence
within the Collaboration simply by virtue of being its physical host. This should not be confused with any
natural, legitimate advantage that the country may have due to its excellence in the relevant scientific
fields. Furthermore, it is understood that the host country will derive some legitimate rewards (for
example, international prestige, attractiveness to students and researchers, employment of local support
staff).
Secondly, Participants will want to derive maximum benefits from their financial contributions, so they
will be very reluctant to augment the national treasury of the host country, for example, in the form of
customs duties or income/sales taxes. Thus, the host country will be well advised to offer the appropriate
special status or exemptions that are compatible with its national laws, and to specify the details of these
concessions in the agreement.
The country agreement has to ensure that the local regulations and procedures do not impose undesirable
restrictions on the Collaboration. Thus, for example, if the Host Country proposes that the Secretariat staff
be employees of the Secretariat Host, the Participants may object to certain rules and regulations of that
institution, for example, in the matter of employment, evaluation, promotion, etc.
The Secretariat Host and the Host Agreement
The Secretariat Host is an institution designated by the host country. It provides the essential practical
services that the Collaboration needs. It is in the interests of the Collaboration (and the Participants) to
have the Host provide as many services as possible at zero or highly reduced cost.
The Host Agreement defines the exact nature of the relationship between the Host and the Collaboration,
and the Host and its Secretariat. It is finalised in negotiations between representatives of the Host, and the
Governing Board assisted by the Director. From the beginning of the negotiations, the Participants need to
have a clear understanding of the degree of legal/administrative independence that they wish the
Collaboration to have. Thus, for example, if the Secretariat staff are employees of the Host, then there will
be no need to deal with personnel issues such as pensions. Similar considerations will apply to purchasing
and contracts. As noted above, however, the associated loss of independence may be seen as unacceptable
by the Participants8.
Typically, the agreement covers the following matters:
8
o
The duration of the agreement.
o
Physical space (offices, laboratories, etc.) provided to the Collaboration, including services such
as air conditioning, electricity, water).
o
ICT infrastructures (telephones, faxes, personal computers, workstations, servers, peripherals,
etc.)
A very concrete issue is that of taxes collected by the Host Country from the Secretariat Host and its employees.
Understandably, the Participants will be most reluctant to pay such taxes.
Page 5 of 20
Version of January 10, 2005
For review by delegates to the 12th Meeting of the Global Science Forum
o
Software (for security, archiving, accounting, file and document management, project/personnel
management, etc.)
o
Office supplies and the like.
o
Budget management.
o
Personnel services (recruitment/advertising, hiring/contracts, review/promotion, leave
management).
o
Support staff (secretarial, janitorial, equipment maintenance, security, full- or part-time).
o
Legal advice (e.g., intellectual property, national laws and regulations).
o
Purchasing and contracts services, including details of mechanisms and schedules of
reimbursements.
o
Travel services.
o
Confidentiality, liability, resolution of disputes.
To facilitate and manage the Collaboration/Host interactions, the Host may wish to identify a coordinator
from among its staff to serve as an official Liaison Officer.
The Secretariat
The Secretariat are the staff (whether full- or part-time) who are paid by funds provided by the Participants.
They are supervised by the Director, and, through him/her, answer to the Governing Board. Depending on
the provisions of the Host Agreement, some or all of the Secretariat may be employed directly by the Host.
Most likely, the Collaboration will welcome detailees from various institutions. They will not be paid out
of the Participants’ contributions, but provision will need to be made for office space and other needs.
More importantly, there needs to be agreement among the Participants (spelled out in the MOU, if
appropriate) about responsibility, accountability, and the chain of command. There is a natural tendency to
have the smallest possible Secretariat, with the bulk of the scientific work being carried out by persons
who are employed by institutions in their home countries. While this offers obvious advantages, it has the
potential of weakening the Collaboration if it leads to lack of coherence and an inability to work on longterm goals in a concerted way.
The Director and the Staff
The Director will be a key individual, and the success of the Collaboration will, in large measure, depend
on his/her abilities as scientist, manager, spokesperson and diplomat. The Governing Board will thus be
strongly motivated to recruit a person of high standing in the field which, in turn, will make it necessary to
have early agreement among the Participants about the salary range and other conditions of employment.
To attract a person of sufficient calibre, it may be necessary to offer an employment contract of significant
duration (say, 5 years), especially if the Director and his/her family will have to move from another
country. It will be desirable for the outline of the Host Agreement to be known in advance, even though
the Director will participate in the final negotiations of the Agreement.
Recruitment of suitable staff will be challenging, since professional excellence will be a necessary, but not
sufficient requirement (this is yet another reason why the Participants may not want the Collaboration to be
bound by all the rules of the Host institution). Thus, there will be considerations of geographical/national
balance, international contacts and experience, linguistic skills, familiarity with the laws and procedures of
the Host country, etc.
Page 6 of 20
Version of June 23, 2005
Potential candidates for staff positions will be very concerned with the terms of employment and the
conditions under which they and their families will be required to live in the Host country. Among their
concerns will be: tax status, potential employment for a spouse, schooling for children, health insurance,
provision for loss of employment, pension rights. The Governing Board will be well-advised to consider
these factors from the point of view of the potential employee when finalising the Country Agreement and
the Host Agreement.
Establishing the Collaboration
The above describes the steady-state, operational phase of the Collaboration. This section addresses the
few months before and after the project begins, with emphasis on the order in which the various elements
of the template come into existence. The same caveat applies here as in the remainder of the paper: for any
given project, some of the nine steps will be unnecessary or unfeasible (or will need to be superseded by
others) or they will need to be carried out in a different order.
1. Representatives of countries/institutions that are seriously interested in establishing the
Collaboration negotiate the Memorandum Of Understanding and submit it to the appropriate
authorities. The MOU describes the conditions that need to be satisfied for beginning the project
(typically, a minimum sum of pledged contributions, plus a minimum number of signatories).
2. If possible/desirable, one or more of the potential partners provides some modest amount of
funding to facilitate the start-up process (for example, it may be desirable to hire a legal expert to
review some of the documents, or a consultant to refine some of the technical requirements). A
temporary “banker” will be needed to hold the funds until the Collaboration has its own account.
This role could be played by one of the potential partners, or by a recognised international
organisation.
3. A signing ceremony takes place once the agreed conditions are fulfilled. The Governing Board
convenes. It elects a Chair and Vice-Chair(s), and it agrees on the rules that will govern the critical
next steps: selecting the host country, and hiring the Director.
4. The request for bids for hosting the collaboration is publicly distributed. It contains a detailed
enumeration of the general nature of the desired arrangement between the host institution and the
collaboration, and the services that the host is expected to provide. The request must have enough
flexibility to allow bidders to configure the arrangement within their national legal/administrative
constraints, and to be able to offer additional benefits that will increase their chances of winning
the competition. The procedure for selecting the winning bid (deadlines, review committee, etc.)
must be clearly described.
5. Interested countries submit their bids. Presumably, each bid identifies the institution that would
serve as the Secretariat Host. Any special benefits/privileges are specified (for example, tax-free
status) with the understanding that the details will be negotiated later with the winning bidder.
6. The Governing Board selects the host country, and negotiates the agreement with the host country.
As soon as this is in place and the Collaboration has sufficient legal standing, any funds held by
the “banker” are transferred to it.
7. The Governing Board begins the process of choosing the Director, taking advantage of information
provided by the host country regarding relevant matters such as taxes, possibility of spousal
employment, etc. As needed, the position is advertised, an interview panel appointed, etc.
8. The newly-designated Director and the Chair of the Governing Board negotiate the agreement with
the host institution.
9. Additional staff are hired as needed and the steady-state operations begin.
Page 7 of 20
Version of January 10, 2005
For review by delegates to the 12th Meeting of the Global Science Forum
Finances
The Collaboration will be funded by cash contributions from the participants, in amounts that should be
specified in the Memorandum of Understanding. Participants will be motivated to minimise their
contributions (since resources are always scarce) but they will also be aware that an underfinanced new
international effort cannot generate the momentum and credibility that it needs to succeed. In addition,
they will want to make the collaboration accessible to as many interested parties as possible (which will
also augment the total budget) without, however, making the collaboration too large and unmanageable,
especially at the early stages. A further consideration will concern less wealthy countries, which may
nonetheless be desirable partners (for them, a special membership category may be required, with
eligibility based on per capita GDP).
In-kind contributions (equipment, labour, personnel) can be considered as well, although care must be
taken when applying them to a Participant’s overall contribution, since they are difficult to quantify. In
addition, the MOU may make provision for supplemental voluntary grants (perhaps for specific activities),
and contributions from non-Participants (for example, private companies).
The scale of cash contributions will, naturally, be a subject of intense debate. Two options exist:
o
Equal shares if the partners are of similar economic/scientific weight, and if equality is desirable
for political reasons.
o
A sliding scale, based on an agreed formula. The contributions could be proportional to Gross
Domestic Product (GDP), Gross Domestic Expenditure on Research and Development (GERD), or
some other indicator. It may be desirable to flatten out the scale of contributions at both the high
end low ends.
In both cases, it may be desirable for the Host Country to make an additional donation, over and above its
in-kind contribution that is inherent in the Host Agreement.
Page 8 of 20
Version of June 23, 2005
Annotations in Italics
TEMPLATE
MEMORANDUM OF UNDERSTANDING
FOR ESTABLISHING
“THE COLLABORATION”
The term “Memorandum of Understanding” is used here, but another formulation may need to be
substituted, depending on the requirements of the potential participants. Some of them may find that
the term implies a level of commitment and/or legal obligation that is not acceptable. The term
“Understanding” may be an acceptable substitute.
“The Collaboration” in this template stands for the name of the project that is being established. In
the text below, it is spelled using capital letters for easier editing.
In the text below, the letters XXX are used to indicate places where project- or topic-specific
material should be inserted. “Etc.” is used to indicate that the text should be elaborated/expanded
depending on the specific project that is envisaged.
CONTENTS
A.
PREAMBLE
B.
DEFINITIONS
C.
UNDERSTANDINGS
D.
OBJECTIVES
E.
GOVERNING BOARD
F.
SECRETARIAT HOST
G.
SECRETARIAT
H.
DIRECTOR
I.
INTELLECTUAL PROPERTY
J.
FUNDING AND FINANCE
K.
ASSOCIATION AND DISASSOCIATION OF PARTICIPANTS
L.
ESTABLISHMENT, DURATION AND TERMINATION
Page 9 of 20
Version of January 10, 2005
A.
For review by delegates to the 12th Meeting of the Global Science Forum
PREAMBLE
The paragraph below serves two main purposes: it identifies, in a generic way, the parties to the
agreement, and it contains a high-level statement about the reasons for establishing the collaborative
project. An alternative to the simple narrative paragraph could be a series of “Whereas..” clauses, but
such a treaty-like style may not be desirable.
The signers of this non-binding Memorandum of Understanding, being governments or inter-governmental
organizations or research institutions, recognize that the study of XXX is a crucial scientific challenge for
the 21st century. This intellectually fascinating task is made urgent by its practical applications: etc., etc.,
will lead to breakthroughs in etc., etc., and to improvements in the quality of life for millions of people.
Accordingly, the signers have decided that a coordinated international scientific effort is needed, and they
hereby express their intention to become Participants of the COLLABORATION as a form of international
scientific and technical cooperation.
B.
DEFINITIONS
1.
Participant
A government or inter-governmental organization or research institution that has signed this
Memorandum of Understanding and has expressed its intention to observe the provisions herein.
2.
This is where it is appropriate to list any technical (or other) terms that will be used in the
remainder of the MOU, and whose exact definition is needed to enhance the clarity of the document
and to prevent misunderstandings once the project gets under way. For example, definitions may be
needed for terms such as “instrument”, “endangered species”, “data bank”, “in-kind contribution”,
“tested and certified”.
C.
UNDERSTANDINGS
1.
The COLLABORATION will be open to participation by all interested governments, and
intergovernmental organisations that can contribute to its work. This is an important paragraph that
specifies whether additional participants can be admitted, and under what terms. The wording given
here as an example is very permissive since it implies a broad right to participate, so more restrictive
language may be preferable.
2.
The Participants’ involvement in this Understanding is subject to the goodwill and
appropriation or allocation of funds by the appropriate governmental authorities and to the applicable
laws and regulations of the Participants. This states that the signers (and the entities they represent)
are not, in most cases, the ultimate source of funding, and that their ability to contribute financially to
the project depends on allocation of funds by the authorities (e.g., national parliaments) that are
empowered to do so.
3.
This Memorandum of Understanding is not legally binding and will have no effect as a legal or
political precedent. The term “not legally binding” is often invoked as a necessary condition for
acceptance by national authorities (e.g., foreign ministries) but the meaning of the term is not entirely
clear. A possible interpretation is that no legal action can be undertaken against a party that signs
the agreement but, for whatever reasons, finds itself unable to fulfil the stated or implied
commitments.
Page 10 of 20
Version of June 23, 2005
D.
OBJECTIVES
1.
Purpose and Goals
The COLLABORATION will …This is the place to describe the goals of the joint project. In
general, the language becomes more specific in each succeeding paragraph, beginning with the type
of very high-level language already used in the Preamble . Initial paragraphs that describe activities
to be undertaken may begin with words such as “Promote”, “Support”, “Foster”, etc., but may then
give way to more action-oriented verbs (“Design”, “Build”, “Measure”). In general, designers of the
MOU will want to think carefully about the degree of specificity in the descriptions of the tasks to be
undertaken. They want to make the project concrete in order to motivate participants to join and
contribute financially, but they may not want to tie the hands of the collaborators completely. Once
under way, the project should have some freedom to define (or re-define) its goals within overall
scientific, financial and time constraints. On the other hand, it may be useful to define timelines and
deliverables, at least for the first round of activities. This has the benefit of providing a means of
evaluating whether the project is successful.
To achieve this purpose, the COLLABORATION will:
E.
a.
Promote coordination and harmonization of XXX programs of the Participants.
b.
Support the development standards, guidelines, ontology and software tools designed to
XXX.
c.
Foster XXX
d.
Design/Build/Measure XXX, etc.
GOVERNING BOARD
MOU negotiators will need to reflect carefully on the degree of detail that goes into the description of the
operations of the Governing Board. The text proposed below tries to specify a minimum of such detail,
with the understanding that the Board will create its own Rules of Procedure during the course of its
deliberations. These Rules can concern any number of functions of the Board (for example, the frequency
of meetings, procedures for setting and modifying the agendas of Board meetings, preparation of minutes,
etc.). There are at least two reasons for not going into this level of detail in the MOU: discussions and
negotiations of such minutiae can be inordinately prolonged and divisive, and, more importantly, decisions
reached during the MOU negotiations may not prove to be optimal in actual practice.
1.
Roles and Purpose
The Participants will make collective decisions on all matters relating to the COLLABORATION via
the Governing Board.
2.
Establishment
The Governing Board will come into existence at the first meeting of the Participants following the
establishment of the COLLABORATION.
Page 11 of 20
Version of January 10, 2005
3.
For review by delegates to the 12th Meeting of the Global Science Forum
Composition
The Governing Board will consist of one representative from each Participant. The Governing Board
will elect a Chairperson and Deputy Chairperson from among its members, for terms of XXX years.
The Director of the COLLABORATION will serve as the Executive Secretary to the Governing
Board.
4.
Responsibilities
The Governing Board will:
5.
a.
Select and monitor the performance of the Secretariat Host. If necessary, the Governing
Board will select a new Secretariat Host.
b.
Adopt for each year the Work Program and the Budget, together with an indicative
program of work and budget for the following two years. The Governing Board may make
adjustments to the work program and the budget at any time after it has been adopted.
c.
Supervise the execution of the work program and other functions conferred upon it by this
Memorandum of Understanding. Adopt such rules, regulations and policies as will be
required for the sound management of the COLLABORATION and its work program, and
the efficient operations of the Governing Board itself.
d.
Select a Director. Provide guidance and direction to the Director on the duties of the
position, and monitor the Director’s performance. The Governing Board may replace the
Director.
e.
Approve the staffing plan for the Secretariat based on recommendations from the Director.
f.
Consider any matters pertaining to the COLLABORATION or its operations submitted to
it by the Director or any Participant.
g.
Adjust the scales of financial contributions.
h.
Modify this Memorandum of Understanding.
i.
Decide on applications by any entity seeking to become a Participant.
Voting
The voting scheme described below may need to be modified to reflect multiple categories of
membership. Thus, for example, it may be that the right to vote is only assigned to those Participants
who make the full financial contribution.
a.
The Governing Board will try to make decisions by consensus whenever possible.
b.
Each member will have one vote. Voting will require the physical presence of 50% of the
members or their properly designated representatives.
c.
Decisions requiring voting can be done by an open yes-or-no count, unless one member
requests a secret ballot.
Page 12 of 20
Version of June 23, 2005
F.
d.
In the event of a tie vote, the Chairperson will cast an additional vote to break the tie.
e.
If multiple choices need to be discriminated, the Governing Board will use priority voting.
In “priority voting”, voters assign priority scores to each alternative, and the final choices
are based on total scores.
SECRETARIAT HOST
The text proposed here is based on only one of many possible arrangements between the
COLLABORATION and the Secretariat Host. Depending on the solution chosen, the text may need to
be extensively changed (for example, if there is no competition for the selection of the Host, if the
Secretariat Host is already identified when the MOU is signed, if the Secretariat staff are to be
employees of the Host, or if the COLLABORATION is not legally independent of the Secretariat
Host).
1.
Roles and Purpose
The Secretariat Host will provide the COLLABORATION with the location, facilities and services
agreed to in a written agreement between it and the Governing Board. The services will cover staff
management, financial management, accountancy, legal assistance, Internet access, IT capabilities,
organisation of meetings, and technical support. Subject to the laws of the country in which it is
located, the Secretariat Host will be accountable to the Governing Board for all matters pertaining to
the COLLABORATION, except as otherwise provided in this Memorandum of Understanding
2.
3.
Selection
a.
Any Participant is entitled to submit a bid for the Secretariat Host. The Secretariat Host
will be selected by the Governing Board.
b.
The bidders for the Secretariat Host will be required to demonstrate their capacity to
provide institutional arrangements that conform to the closest extent possible, under their
respective domestic laws, with the criteria enumerated in the accompanying document
“Request for Proposal to Host the Secretariat of the COLLABORATION”.
Reimbursement of Costs
Under the terms of an appropriate financial agreement between the Secretariat Host and the
Governing Board, expenses and costs reasonably and properly incurred by the Secretariat Host, in
supporting the Secretariat, above those costs that the Secretariat Host itself has agreed to provide,
may be paid from the funds collected pursuant to Section J of this Memorandum of Understanding.
The Secretariat Host, as well as its experts, employees, agents, representatives or contractors, may not
commit the Participants to any expenditure.
G.
SECRETARIAT
1.
Designation
The Secretariat will consist of the Director and such staff as are approved by the Governing Board for
managing the COLLABORATION and implementing the work programme.
Page 13 of 20
Version of January 10, 2005
2.
For review by delegates to the 12th Meeting of the Global Science Forum
Accountability
The Secretariat will be responsible, through the Director to the Governing Board. The activities of
the Secretariat will be subject to the laws and jurisdictions in force in the country of the Secretariat
Host.
3.
Tasks
The Secretariat will:
4.
a.
Be responsible for the execution of the scientific and administrative activities for carrying
out the Work Program.
b.
Be the holder of the funds contributed by the Participants as specified in Section J of this
Memorandum of Understanding. The Secretariat cannot commit funds beyond those
available.
c.
Hold in trust, and for the benefit of the Participants, all assets of the COLLABORATION.
Transfer of Tasks to the Secretariat Host
Through appropriate written agreements and financial arrangements between the Secretariat Host and
the Secretariat, and with the approval of the Governing Board, some or all of the tasks listed in this
Memorandum of Understanding may be transferred to the Secretariat Host. In a similar way, the
Secretariat Host may transfer tasks to the Secretariat.
H.
DIRECTOR
The Participants may wish to modify the title of the head of the Secretariat, depending on the status that
they wish the position to have (in roughly ascending order, possible titles are Secretary, Executive
Secretary, Director, Secretary-General, Director-General).
1.
Authority
The Director will act as the Chief Executive Officer of the COLLABORATION and will have the
authority, within limits and guidelines decided by the Governing Board, and, subject to the provisions
of this Understanding, to administer funds and enter into contracts on behalf of the
COLLABORATION.
2.
Accountability
The Director will be responsible to the Governing Board for the execution of all scientific and
administrative activities of the Secretariat. The detailed duties of the office will be specified in the
employment contract of the Director.
Page 14 of 20
Version of June 23, 2005
3.
Responsibilities
The responsibilities of the Director are to:
I.
a.
Oversee the execution of the Work Program and the expenditure of the Budget.
b.
Make recommendations to the Governing Board regarding the staffing of the Secretariat.
c.
Supervise the work of the Secretariat, including consultants and seconded personnel.
d.
Prepare and submit to the Governing Board, not later than three months before the
beginning of each calendar year, a draft Work Program and a Budget for that year, together
with a preliminary Draft Work Program and a Draft Budget for the following two years.
e.
Before March 1 of each year, provide the Governing Board with an Annual Report,
including financial accounts, tasks achieved, tasks not achieved and any relevant
explanations.
INTELLECTUAL PROPERTY
1.
Applicable Law
Nothing in this Memorandum of Understanding should be read to alter the scope and application of
Intellectual Property Rights and benefit sharing agreements under relevant laws, regulations and
international agreements of the Participants.
2.
Access to Data
To the greatest extent possible, the COLLABORATION is foreseen as an open-access facility. All
users, whether COLLABORATION Participants or others, ought to have equal access to data in
databases affiliated with or developed by the COLLABORATION. Nothing in this Memorandum of
Understanding should be read to restrict the right of owners of databases affiliated with the
COLLABORATION to block access to any data.
3.
Intellectual Property Rights to data
The COLLABORATION should encourage the free dissemination of data and data manipulation
tools, in particular:
a.
Should not assert any Intellectual Property Rights to the data in databases that are
developed by other organizations and that subsequently become affiliated to
COLLABORATION.
b.
Should seek, to the greatest extent possible, to place in the public domain any data
commissioned, created or developed directly by the COLLABORATION.
c.
Should respect conditions set by data providers that affiliate their databases to the
COLLABORATION.
Page 15 of 20
Version of January 10, 2005
d.
4.
For review by delegates to the 12th Meeting of the Global Science Forum
Whenever possible when establishing affiliations or linkages with other databases, the
COLLABORATION should seek to ensure that the data so made available will, in effect,
be in the public domain, and will not be subject to limitations on its further noncommercial use and dissemination, apart from due attribution.
Attribution
The COLLABORATION should seek to ensure that the source of data is acknowledged and should
request that such attribution be maintained in any subsequent use of the data.
5.
Validity of Data
It should be a condition of access to and use of the COLLABORATION’s data that users
acknowledge that the validity of the data cannot be assured. The COLLABORATION should
disclaim responsibility for the accuracy and reliability of the data as well as for the suitability of its
application for any particular purpose.
6.
Assertion of Intellectual Property Rights by the COLLABORATION
The COLLABORATION will claim appropriate Intellectual Property Rights available within
applicable national jurisdictions over any tools, such as search engines or other software products that
are developed by the COLLABORATION. In the case where tools are developed by the Participants,
the Intellectual Property Rights for such tools will remain with the developers.
J.
FINANCE
1.
Financial Contributions
Financial contributions made by Participants, in accordance with the scales set out in this document
(and transferred to the Secretariat via the financial contracts described in this Understanding, or
negotiated with the Governing Board under the provisions in this Understanding), are considered to
be Basic Financial Contributions. These contributions are to be held by the Secretariat in a Central
Fund in an interest bearing account or in other appropriate accounts as determined by the source of
funds, and used to execute the Work Program, as established by the Governing Board in accordance
with this Understanding, and to reimburse the Secretariat Host for expenses incurred in accordance
with this Understanding.
A Participant that signs the Understanding agrees to pay the amount specified in the Initial Year
Payment Table below. All figures are in United States dollars. Basic Financial Contribution will be
based on Gross Domestic Expenditure on Research and Development (GERD). This table will be
updated every year using the appropriate figures from the most recent complete data from the OECD.
Any surplus from a current year ( due to increase in Participants and funds) will be adjusted against
the payment of all participants for the following year.
Page 16 of 20
Version of June 23, 2005
Initial Year Payment Table
Clearly, the numbers cited here are for illustration purposes only. There are several ways in which
contributions can be calculated (for example, using a mathematical formula). Indicators other than
GERD can be used. In addition, it is possible to make special provisions for countries with GDP per
capita below a certain level.
2.
GERD
Contribution
> $50,000* million
USD 350 thousand
$25,000-50,000 million
USD 250 thousand
$10,000-25,000 million
USD 200 thousand
$ 2,000- 10,000 million
USD 120 thousand
< $2,000million
USD 40 thousand
Supplementary Financial Contributions
Participants may make Supplementary Financial Contributions to fund specific parts of the Work
Program, or for other specified purposes agreed to by the Governing Board. Supplementary Financial
Contributions are to be held by the Secretariat, and used only for the purposes specified by the
Participants making them. The Secretariat, with the approval of the Governing Board, may seek
contributions for the COLLABORATION Work Program from other sources in order to expedite the
progress of the program.
3.
Costs Borne by Participants
Participants bear the costs of their own participation in the COLLABORATION, including the costs
of preparing or transmitting reports, travel costs, and other expenses related to attendance by their
representatives at meetings of the Governing Board and other COLLABORATION functions, events,
and activities.
4.
Crediting of Income
Any income generated in the course of the COLLABORATION activities that accrue to the
Secretariat or the Secretariat Host, is to be used for advancing the COLLABORATION Work
Program.
K.
ASSOCIATION AND DISASSOCIATION OF PARTICIPANTS
1.
Association of Participants
Any government, inter-governmental organization, or research institution may apply to the Governing
Board to become a Participant. Participant status requires the consent of the Governing Board,
signing of this Memorandum of Understanding, and payment of the financial contribution within
three months of that signing.
Page 17 of 20
Version of January 10, 2005
2.
For review by delegates to the 12th Meeting of the Global Science Forum
Disassociation of Participants
Any Participant may disassociate itself from this Understanding by advising the Governing Board in
writing of its intention to do so and of the effective date. In the event of disassociation of a
Participant, the Governing Board will agree by consensus to adjust the work program and the budget
to take account of such disassociation.
L.
ESTABLISHMENT, DURATION AND TERMINATION
1.
Establishment
The COLLABORATION will be established once at least XXX countries have signed this
Memorandum of Understanding and have pledged a total of XXX in contributions.
2.
Duration
Except as provided below, the COLLABORATION will be established for an initial five-year period.
The progress and operations of the Secretariat will be reviewed following the first three years of
activity via an independent site visit. The Governing Board will select reviewers nominated from
professional societies representing the activities of the COLLABORATION. Five years following its
inception, and every five years thereafter, a critical review of the operation and function of the
COLLABORATION will be conducted.
3.
Termination
The Participants may terminate this Memorandum of Understanding at any time by a two-thirds vote
of the Governing Board. Upon termination or expiration of this Memorandum of Understanding, the
Secretariat, acting in accordance with the laws of the jurisdiction in which it is located, will arrange
for the liquidation of the assets of the COLLABORATION. Property held by the Secretariat for the
benefit of the Participants is to be regarded, for this purpose, as assets of the COLLABORATION. In
the event of such liquidation, the Secretariat, so far as practicable, will distribute any assets of the
COLLABORATION, or the proceeds therefrom, in proportion to the basic financial contributions that
the Participants have made from the beginning of the operation of the COLLABORATION, and for
that purpose will take into account the contributions of any former Participants.
Signed at _____________________________________
this _____ day of _______________, 200_.
Page 18 of 20
Version of June 23, 2005
Annotations in Italics
TEMPLATE
REQUEST FOR PROPOSALS
TO HOST THE SECRETARIAT OF
“THE COLLABORATION”
This document describes the requirements and procedures to be followed for submitting a bid to host the
Secretariat. Further details are found in the Memorandum of Understanding (MOU) which should be
consulted when preparing a bid.
A bid should be submitted on behalf of the government of a country that intends to be a Participant of the
COLLABORATION.
A. Required Contents of a Bid
1. Legal Status of the COLLABORATION. The bid should describe the proposed legal status of the
COLLABORATION, which should allow it to carry out the work programme under the orders and
authority of the Governing Board. The COLLABORATION should be able to receive and disburse funds,
enter into contracts for goods and services, hold title to property, and hire personnel as needed. It may be
able to benefit from special rules or exemptions (for instance, on taxes or import duties) if the bidder so
provides.
2. The Secretariat Host. The bid should identify a legal entity in the host country that will be closely
associated with the COLLABORATION and, as specified in a legal agreement with the
COLLABORATION, may provide certain facilities, infrastructure and services needed to carry out the
work programme. The initial contract for the Secretariat Host will be for a period of five years. At the
Governing Board’s option, the contract may be extended for additional periods.
3. COLLABORATION (Secretariat) Staff. The bid should specify the employment status of the staff,
including rights, benefits and pension rights (if any). Provision should be made for hiring staff of any
nationality. The personnel management provisions (hiring, review, termination, etc.) should be described.
The potential employment status of staff spouses should be specified. The bid should describe the status of
the COLLABORATION officers and professional staff, as well as technical and support staff.
4. Receiving funds. The bid should describe the process for receiving, holding, managing and accounting
for funds from contributing countries and other entities. The process for receiving in-kind contributions
should also be specified.
5. Disbursing funds. The bid should specify how goods and services will be purchased at the request of
the COLLABORATION under the authority of the Governing Board. This should include disbursements
for personnel, consultants, equipment and supplies, travel, etc.
Page 19 of 20
Version of January 10, 2005
For review by delegates to the 12th Meeting of the Global Science Forum
B. Voluntary Contributions of the Bidding Country
Each bidding country is encouraged to provide in-kind contributions, both at the COLLABORATION
start-up, and on an ongoing operational basis. Such contributions may include:

Space and furnishings  including offices and general work areas to support Secretariat staff of at
least ten (10) persons, classroom/conference space, space for visiting scientists and students, offsite temporary housing for visiting scientists and students, desks, chairs, and whiteboards.

Utilities, including lighting, electrical (conditioned power), cooling, and heat.

Communications infrastructure

Computing infrastructure

Office equipment

General facilities infrastructure, including housekeeping services, signage, parking for staff and
visitors, postal services, storage, and security.

Financial services, including general accounting, payroll, inventory, purchasing, audit, tax
compliance, and legal compliance. (Electronic/online infrastructure required.)

Donations and grants management and business development.

Clerical staff.

Computing and communications infrastructure services  including ISP and LAN maintenance.

Contracting services, including the ability to make, accept, and manage contracts with third parties.

Human Resource Management

Recruitment and hiring, including the capacity to competitively recruit personnel from the
information sciences segment and the ability to hire non-nationals on a non-discriminatory basis.

Benefits, including health insurance, a convertible retirement program, sick leave, vacation leave,
education and childcare, etc.

Equal-opportunity recruitment policy.

Non-discrimination employment policy.
C. Desirable Attributes
Additional desirable attributes of a bid could include:

Placement of the Secretariat within, or with easy access to, a relevant research organisation.

Proximity to an international airport and local ground transportation.

Access to language/cultural orientation classes for Secretariat staff and families.

Access to convention planning/hosting capabilities.
D. Submission, Review and Selection
No text is proposed here since there is a large number of potential ways of configuring the submission
and selection process. Presumably, Participants will wish to have the bids be reviewed by an
independent panel, which will rate them according to well-specified criteria. The final selection will
presumably be made by the Governing Board.
Page 20 of 20