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It is important to understand preliminary agreements and the the legal consequences of signing such documentation before binding the University into a contract with a third party organisation.
Only authorised persons may enter into an agreement with a third party that binds Imperial. Please check the University's Authority Matrix to see if you have the necessary level of authority. Research contracts should be managed through the Faculty Research Contracts teams. Procurement matters are handled by the Procurement team.
In accordance with the terms of Imperial’s Financial Regulations, you must not enter into any contract with an external legal adviser without the prior approval of the Legal & Regulatory Affairs team. The Legal & Regulatory Affairs team manages a panel of approved external advisers; it will source the most appropriate external advice for the matter and maintain oversight of the advice to ensure Imperial receives the highest quality advice and value for money.
Memoranda of Understanding (MoU), Letters of Intent, Heads of Terms, Term Sheet and Protocols are documents commonly used to express the intention of parties to enter into a formal agreement or collaboration - they are not the same thing. Each has its own specific purpose and legal implications, which can vary depending on the context in which they are used.
There is no standard form for MoU, Heads of Terms and similar documents - they can vary from a simple letter (probably the most common format) to a carefully drafted document. We have provided some templates of common documents available to staff at the University for guidance when drafting your agreement.
Advantages of entering such agreements:
- Confirms a moral commitment.
- Helps to focus the negotiations.
- Introduces some legally binding clauses such as confidentiality.
- Assists with the internal decision-making process.
Disadvantages to be considered:
- Limited flexibility in the subsequent negotiations.
- Can inadvertently create a binding agreement between the parties where none has been intended.
- Time taken to agree them can be disproportionate to the benefit of having them.
