13.6 Memoranda of Understanding and Letters of Intent
Memoranda of Understanding (MOUs) or Letters of Intent (LOIs) are sometimes requested by external parties as a way to establish a relationship with Stanford faculty, groups of faculty, or programs. MOUs/LOIs are seldom necessary and should be avoided not only because initial discussions can proceed without any document but also because the preparation and review of MOUs/LOIs is time consuming and slows momentum. Instead, the parties should conduct preliminary discussions with the goal of developing the necessary formal agreement, such as agreements for sponsored research, research collaborations, gifts, or student exchanges.
In the rare circumstance when an MOU/LOI may be needed to advance a new relationship in anticipation of future formal agreements, the document should be an expression of goodwill and reflect the general nature of the intended relationship. The parties must understand that the MOU/LOI is not intended to constitute a legally binding or enforceable agreement or a commitment to negotiate or conclude any formal project, until the necessary agreement is entered into by the parties. Accordingly, areas of mutual interest and elements of the potential collaboration may be described generally but a detailed scope of work is not appropriate. An MOU/LOI may not include any terms requiring negotiation, such as intellectual property, payment or other contractual language that creates binding obligations on the part of the University except for the provisions included in the approved Stanford MOU/LOI template. Required terms address use of the Stanford name, publicity and other policies.
2. Initial Review
If a faculty member/group wish to explore a relationship with an external party and an MOU/LOI is requested, they should explain that no agreement is required to discuss mutual interests and that the Stanford approach is to move quickly to develop the appropriate type of formal agreement, depending on the nature of the proposed interaction. The first goal is to avoid an unnecessary MOU/LOI. Faculty should notify the school dean or the DoR when the request involves independent labs/centers/institutes, of the proposed new relationship. Each school dean/DoR will provide their faculty with a point of contact for inquiries about MOUs/LOIs.
The school dean/DoR will assist the faculty in their interactions with the external party and advise about other types of agreements appropriate for the proposed activity. The Office of International Affairs (OIA) should be consulted when the external party is an international entity to determine whether Stanford has existing relationships with the party and other factors to consider, e.g. identifying potential international compliance risks, before proceeding. The school dean/DoR will have the authority to decide whether there is a compelling academic rationale to create an MOU/LOI.
3. Preparation of an MOU/LOI Document
When the decision is to proceed with an MOU/LOI, the document will be prepared by Stanford, rather than the outside entity, using the Stanford MOU/LOI template that includes required language. If the MOU/LOI concerns research interactions, the document should be signed by the school dean/DoR and sent to the Industry Contracts Office (ICO) when the external party is a company or for- profit entity, or to the Office of Research Administration (ORA) for all other entities, such as other academic institutions or governments. Faculty and senior staff may not sign MOUs/ICOs. ORA or ICO will review the document, obtain signatures from the external party and sign on behalf of Stanford. Signed MOU/LOI documents will be maintained by ORA or ICO, with a copy to be sent to the dean. If the MOU/LOI concerns education programs only, the school dean/DoR may obtain signatures and sign the document, with a copy to be sent to ORA or ICO for record keeping.
4. Signing Ceremonies
External parties should be advised that Stanford prefers to recognize accomplishments that result from relationships rather than signing of an MOU/LOI. Faculty should refer any requests from the external party for a ceremonial signing for review by the school dean or VP DoR, who will determine if an exception should be made. If the other party is an international entity, OIA should be consulted and Corporate and Foundation Relations should be involved if the other party is a company or foundation. Press releases about the signing of an MOU/LOI require review by University Communications and are seldom approved.