Partnership MOU

A Memorandum of Agreement or Memorandum of Understanding (“MOU”) is intended only to set out the parties’ expectations regarding their goals and objectives, roles and responsibilities, anticipated operating guidelines, and major activities and milestones. Depending on the text of the MOU, the MOU can be more or less legally binding. Some MOUs only set out important discussion points and summarize the parties’ agreements about them. The parties then are obligated only to continue discussing with each other in good faith. Other MOUs are essentially contracts to which the parties are legally bound as soon as some event happens. The parties set out their understanding of how binding the MOU is in the text of it. No particular language need be used, however, and it is often a mistake to try to make the MOU sound “legalistic” or “lawyerly” Instead, it is important to shape the MOU in a way that feels most comfortable to the parties. In particular, the MOU should note that the parties are using the word “partnership” in its common, non-legal meaning, without any of the special legal implications of that word.

An MOU can provide a useful structure for partnerships. The process of creating one fosters transparency and purposeful thinking about what each player can contribute, what might be gained individually and collectively, and how to gauge what progress and mutual benefits look like. A thoughtful MOU can help maintain balance in the partnership, help stakeholders understand whether and how they can invest or participate in the partnership, and may provide insight into long-term decisions about building or ending partnerships.

Having casual conversations, building relationships, finding shared interests and goals, and learning more about what prospective partners have to offer takes time and does not always result in a formalized collaboration. When those involved begin focusing on a shared vision or goal and begin discussing how time, money, and energy will be combined to work toward those goals, it is probably a good time to consider drafting an MOU.

1. Creating an MOU is a purposeful process between parties as they articulate what their roles are, what they hope to gain from and contribute to the partnership, what its outcomes are, and other details that are important to the parties.
2. Walk through the process with partners using these guidelines to prompt your thinking about what you may want to include in the MOU. This will take time and possibly several conversations. 
3. Next, compile the responses in the above step into a more formal document. The Office for Public Engagement has worked with the Office of General Counsel to develop a template for MOUs.

1. Once the MOU has been drafted, it should be approved by the key project leadership within all the partnership institutions. This oversight is important to assure the MOU does not conflict with existing agreements or priorities.
2. Leadership at the university who might review an MOU include project directors or principal investigators, department chairs or college deans, depending on the scale and scope of the work. In addition, MOUs need to be signed by Sponsored Project Administration. SPA signs on behalf of the University. Additional university-affiliated signers should sign in the section labeled “read and understood.” In order to submit your MOU to SPA, please follow these steps:
   • An MOU is initiated through creation of an MTARF (Material Transfer Agreement Routing Form) through the Electronic Grants Management System (EGMS).
   • Complete the MTARF form. Under “Brief descriptions of materials” please include “U of MN MOU CCC” as part of your description if you use the template.
   • Submit MTARF through the EMGS system.
   • Email a copy of your MOU and the MTARF number to [email protected].
3. Documentation of the MOU should be retained by the signers, but can also be a working document referred to by project team members.