MOU: A Tie that Binds

A Memorandum of Understanding paves the way for successful cross-library projects.

Good Intentions and a shared vision will take you a long way in forging new partnerships, but they’re not always enough; the players could change before you have fully implemented your vision. Being able to hand that new decision-maker a well-crafted document outlining exactly what responsibilities each partner has agreed to will insure a smoother transition and build trust.

Such a document might be a hefty contract, but often it is a slightly less daunting tool called a Memorandum of Understanding (MOU), an agreement that expresses a convergence of will and a common line of action. While an MOU may not constitute a binding contract,
it does represent commitment.

Common provisions in contract law can be found in MOUs, such as Assignment, Force Majeure, and Severability, and your lawyers may prefer that approach. What matters most is that you have clarity about your endeavor, coming to consensus on the following tasks in writing:

  • The parties involved and their roles
  • The services to be provided and duties of each party relative to them
  • Fee schedules, payment schedules, and penalties for late payment
  • Time frames for each task as well as renewal cycles for the MOU itself
  • Desired outcomes and measurements for success
  • Shared understanding of confidentiality
  • Any limits that you have to place on any aspect of your participation
  • Who is to receive official notifications about the project or agreement
  • What termination looks like—amount of time needed for notification, disposition of assets, destruction or preservation of documents

Then, make sure that your attorney confirms that everything you have agreed to is allowable under the laws that govern your respective institutions.

It’s a long list, but it’s designed to help think through every aspect of the partnership. Some institutions start even further back, beginning their agreement with a set of “Whereas” clauses to lay out the philosophical underpinnings of the project.

Good partnership documents can be difficult to craft and may need many rounds of revisions. One way to lessen the pain is to relegate certain items to appendixes or addenda that can be easily updated without reviewing the entire document. This works well for fee structures or listings of services.

Samples of agreements that have worked well for others can be found at the Urban Libraries Council’s Knowledge Center web page.

Taking the time to develop a strong MOU will help reduce surprises along the way, giving you the peace of mind and clear runway you need to embark on your shared vision.


Jackie Nytes is CEO, Indianapolis Public Library

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