MEMORANDUM OF UNDERSTANDING (“MOU”)
Between
[FULL NAME OF ORGANISATION]
(“[SUPPLIER]”)
And
[INSTITUTION]
1. Background
The [SUPPLIER] has developed, for internal purposes, a set of statistical software components and
services, the “[SUPPLIER] Stat Product” (see list in Annex 1).
[INSTITUTION] is interested in the implementation of the [SUPPLIER] Stat Product for the delivery of its
[APPLICATION(S)]
The Parties agree to cooperate in order to facilitate this implementation.
2. Purpose
The purpose of this MOU is to facilitate an arrangement whereby:



The [SUPPLIER] will make the [SUPPLIER] Stat Product available to [INSTITUTION] for its
[APPLICATION(S)];
The [SUPPLIER] will assist [INSTITUTION] for the implementation and use of the [SUPPLIER]
Stat Product;
[INSTITUTION] will collaborate to this project by compensating for the costs incurred by the
[SUPPLIER] in the continued development of the [SUPPLIER] Stat Product and its implementation
in [INSTITUTION]. The amounts paid to this effect by [INSTITUTION] are detailed in Article 3.
Any activities to be conducted under this MOU are subject to inclusion in the Parties’ programme of work
and budget and will be carried out in accordance with their respective rules and practices.
3. Cooperation Activities
The [SUPPLIER] will make the [SUPPLIER] Stat Product available to [INSTITUTION] for its
[APPLICATION(S)]. [INSTITUTION] will use the [SUPPLIER] Stat Product for the sole purpose of its
[APPLICATION(S)].
During the period covered by the MOU, the [SUPPLIER] will make available to [INSTITUTION] patches
and new releases of the [SUPPLIER] Stat Product, and related new documentation, as they become
available. The [SUPPLIER] will make its best efforts to provide reasonable technical assistance to
[INSTITUTION] in order to facilitate the implementation and use of the [SUPPLIER] Stat Product in
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[INSTITUTION]. It is understood, however, that the assistance provided by the [SUPPLIER] is subject to
the availability of personnel.
For additional components or features that are of potential interest to both Parties, [INSTITUTION] and
[SUPPLIER] will consider the possibility of joint design and development. When jointly developed, such
components or features will become an integral part of the [SUPPLIER] Stat product and, as such, become
the management responsibility of the [SUPPLIER].
For additional components that are of exclusive [INSTITUTION] interest, [INSTITUTION] can carry out
the development alone and maintain management responsibility for such components.
Both Parties agree to collaborate in ensuring continued consistency and compatibility of their respective
developments.
[INSTITUTION] will pay to the [SUPPLIER] the following amounts in the 30 days upon receipt of
invoice by the [SUPPLIER], according to the following schedule of payment:


[INITIAL AMOUNT] upon signature of the MOU;
At each subsequent anniversary date of the signature of the MOU, [YEARLY AMOUNT];
such amount will be subject to an automatic annual increase equal to 2%.
The Parties will share experience and expertise for the purpose of this MOU. They will work in an open,
flexible and mutually beneficial manner.
The Parties may agree on other forms of collaboration, including in-kind participation by
[INSTITUTION], such as development of a software module or staff secondment. Such means of cooperation will be agreed in an amendment to the MOU, in accordance with Article 8.
4. Intellectual Property
All intellectual property rights related to the [SUPPLIER] Stat Product, including any additional
components or features that are of interest of both Parties, refered to in Article 3,will remain vested in the
[SUPPLIER]. The [SUPPLIER] hereby grants to [INSTITUTION] a licence to use the [SUPPLIER] Stat
Product for the sole purpose of its [APPLICATION(S)].
[INSTITUTION] will include in all graphical user interface(s) using the [SUPPLIER] Stat Product the
following mention: “Based on [SUPPLIER] data warehouse technology”.
[INSTITUTION] shall not be allowed to sell, distribute or otherwise give copies of the [SUPPLIER] Stat
Product to any third parties.
Intellectual property rights related to any additional components or features that are of exclusive
[INSTITUTION] interest, refered to in Article 3, will be vested in [INSTITUTION].
5. Disclosure
Any sharing of confidential information between the Parties will be subject to their respective policies and
procedure relating to the disclosure of confidential information.
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The Parties will not disclose to any third parties, with the exception of [YOUR EXCEPTIONS], this MOU
and information with respect to activities carried out under this MOU, unless agreed in writing by both
Parties.
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6. Responsibility and Indemnification
The [SUPPLIER] will not be liable for any damage, however caused, arising directly or indirectly in
connection with any activities carried out under this MOU, and in particular in connection with the
implementation or use of [SUPPLIER] Stat Product in [INSTITUTION], information contained within the
[SUPPLIER] Stat Product, disruption in access to [SUPPLIER] Stat Product, or otherwise.
The [SUPPLIER] further expressly excludes liability for any indirect, special, incidental or consequential
damages which may arise in respect of [SUPPLIER] Stat Product ot its use, or for lost or incorrect data.
[INSTITUTION] shall indemnify, hold harmless and defend at its own expenses the [SUPPLIER] and its
staff from and against any claims, demands, causes of action and liability of any nature, including without
limitation, those arising out of the use of the [SUPPLIER] Stat Product by [INSTITUTION] or its staff.
7. Contacts
The contacts of each Party are:
[SUPPLIER]
[CONTACT DETAILS AND MANDATED PERSON(S)]
[INSTITUTION]
[CONTACT DETAILS AND MANDATED PERSON(S)]
8. Duration, Modification and Termination
This MOU will enter into effect upon signature by both Parties. It will remain into effect until terminated
by either Party.
Every three years, the Parties will assess the situation and in particular, review and agree on the level and
nature of the contribution by [INSTITUTION] for continued support by the [SUPPLIER].
This MOU may be amended at any time by the written mutual agreement of the Parties.
The MOU may be terminated upon thirty (30) days advance written notice by each Party. In case of
termination by [INSTITUTION], the amount paid or due by [INSTITUTION] to the [SUPPLIER] at the
date of termination in accordance with Article 3 will remain with the [SUPPLIER]. [INSTITUTION] will
retain the right to use the [SUPPLIER] Stat Product only if the date of termination is after the first
anniversary date of the signature of the MOU. In case of termination by the [SUPPLIER], this amount will
be adjusted on a prorata basis and the [SUPPLIER] will reimburse to [INSTITUTION] the part of the
amount corresponding to the period between the date of termination and the original expiry date.
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9. Other Provisions
This MOU is entered into in a spirit of cooperation and collaboration. Any dispute relating to the
interpretation or application of this MOU will be amicably settled by the Parties.
Done in two original copies.
[SUPPLIER]
Date:
Name:
Title:
Signature:
_________
[INSTITUTION]
Date:
Name:
Title:
Signature:
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ANNEX 1.
The “[SUPPLIER] [PRODUCT NAME] product” comprises the following components:
1. [LIST OF MAJOR COMPONENTS]
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