Partnerships & Resource Development/Drafting a Memorandum of Understanding

Emblem-section.svg Note - This Is Not Legal Advice. This is a guide on how to create a memorandum of understanding. Be sure to consider the specific circumstances of your situation when drafting a memorandum of understanding as statements made in this guide may not be appropriate for you.':
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A Memorandum of Understanding generally outlines a cooperative relationship between people or organizations without creating formal commitments in the same way as a contract. A memorandum of understanding is typically less formal, less detailed, and thus simpler to read and write than a formal contract. The goal of a memorandum of understanding is to explain a relationship built on trust and shared expectations. For example, some Wikipedians in Residence programs have memorandum of understandings with their institution to explain what they can and cannot do. We've reviewed some of these documents, and prepared a template memorandum of understanding with some guidance on how you can adapt it to fit your work.

How to use this guideEdit

The primary goal of a memorandum of understanding is to ensure people accurately describe their relationship - this page is general guidance on how to do that. Each relationship will be different. Wikipedians will need to think about each relationship carefully and work with the institution directly to build the right kind of relationship.

Advantages of using a memorandum of understandingEdit

People and organizations may write a memorandum of understanding to add some formality to their working relationship without incurring the burdens of a formal contract. Memorandums of understanding can be useful where the drafting of a more detailed contract would take too much time or isn't needed. Parties may also use memorandums of understanding as precursors to larger agreements. This gives them flexibility to negotiate the finer points later.

Formalizing an arrangement between a volunteer and a larger institution can be a useful way to communicate about the work being done to improve Wikimedia projects. It also helps both sides set appropriate expectations and understand what the relationship will be and what it will not be.

Components of memorandums of understandingEdit

Components Description Example Language
Header Optional. It is common to include relevant logos in the header of the memorandum of understanding. Be sure you are using your own logos or have permission to use the logos of others.
 
Wikimedia Community Logo

Note: You may use the community logo to represent your activities as a movement volunteer.

Title Create a title to describe the document. Titles typically include the names of the parties and are prominently displayed on the page e.g., in bold typeface, or in all capital letters. Memorandum of Understanding between [insert organization name] and [insert volunteer name]
Introduction Write a brief statement to introduce the parties and give each party a shorter name you can use throughout the memorandum of understanding for clarity. Include short descriptions of each organization and/or party involved. Discuss briefly their missions or objectives. This Memorandum of Understanding is a non-binding reflection of the current understanding between [insert organization's name] ("Organization") and [insert volunteer's name] ("Volunteer").

[Organization name] is an organization dedicated to [insert mission].

[Volunteer name] is a contributor in the Wikimedia movement, in an effort to [insert mission/goal].

Purpose Discuss the general objectives and benefits of the relationship between parties and any relevant context behind it. This section should let a reader know why the memorandum of understanding was created and what both parties hoped to achieve. Organization and Volunteer will work together to [insert objective of relationship]. The parties believe that this cooperative relationship can help [insert benefit].
Expectations Clearly describe the responsibilities and roles of each party in the relationship. Memorandums of understanding should not promise to engage in conduct that would violate any community policies or the Wikimedia Terms of Service, e.g., undisclosed paid editing. Organization intends to provide: ______

Volunteer intends to: _______

(See this chart for examples compiled by a volunteer).

Duration State the length of the relationship and any other key dates. If you would like this to be a long-term relationship, consider setting a term of one year with the option to renew. It is important to set termination dates to encourage parties to reevaluate the relationship and determine if it is fulfilling its purpose and how it might be improved. You may want to include clear language that either party is free to terminate the memorandum of understanding. The term will begin the date this memorandum of understanding is signed by the final signing party and will continue until [insert date]. Either party may terminate the arrangement at any time.
Copyright and Open Source License If the memorandum of understanding will result in the creation of content, clarify that anything posted on Wikimedia sites will be licensed under a Creative Commons Share-Alike license, which allows both non-commercial and commercial free use. Both parties understand that all distribution of contributions to Wikimedia Foundation sites, or of any work based on the contribution, that takes place under this memorandum of understanding, will be offered under a Creative Commons Share-Alike license, which allows free reuse by others for both non-commercial and commercial uses.
Relationship Explain the nature of the relationship between parties - but most importantly, explain what type of relationship it is not (e.g., it is not an employment relationship or a binding engagement). This is a non-exclusive and non-binding engagement between two independent parties. Both parties understand that the services provided under this agreement by either party are voluntary and without compensation. This memorandum of understanding is not intended to create an employer-employee relationship between parties.
Disclaimers List the limitations of the relationship and address any anticipated points of confusion between parties. This memorandum of understanding is with an independent volunteer contributor, and not on behalf of the Wikimedia Foundation or Wikipedia. The Wikimedia Foundation Trademark Policy provides permission to use the Wikimedia logos for editathons and other activities. This memorandum of understanding does not provide any more permission to use the Wikimedia trademarks. Please contact <trademarks@wikimedia.org> if you have any questions. Both parties understand that many people may contribute to the content on Wikimedia sites. Neither party can control any of the Wikimedia sites' content. The Wikimedia Foundation and Volunteer are not responsible for anybody else's content that may appear on any Wikimedia Foundation site.
Authorization Ensure that the parties with authority are signing the memorandum of understanding to reduce the risk of issues arising later. The signatories are authorized representatives from their respective organizations and will strive to reach, to the best of their ability, the objectives stated in this memorandum of understanding.
Signatures Insert a signature line for both parties to sign and date the memorandum of understanding. [Organization name]

____________________________

Signature

____________________________

Date

[Volunteer name]

____________________________

Signature

____________________________

Date

Additional provisionsEdit

You may want to consider adding additional provisions depending on the nature of your relationship.

ConfidentialityEdit

Some organizations may ask for confidentiality obligations to be included. Review these carefully to ensure the definition of confidential information will not hinder your ability to contribute to the Wikimedia projects and share your collaboration results publicly.

Reporting requirementsEdit

You, or the organization, may want progress reports for work done under the memorandum of understanding. Specify the specific expectations regarding the frequency of and content of the reports.

PublicityEdit

You, or the institution, may want to publicly announce the cooperative relationship in the memorandum of understanding. You may consider requiring the institution obtain prior consent from you to ensure the announcement accurately reflects the work being done - and vice versa.

Example memorandums of understandingEdit