WHAT IS AN INTERNATIONAL AGREEMENT

International Agreement Definition

An international agreement is a written, signed document describing responsibilities, goals, and parameters of a collaboration with a foreign entity. International agreements typically do not include financial commitments. While UW–Madison often does not need an international agreement to have a partnership, we recognize that, for international partners, agreements often signify a meaningful relationship or are a necessary step before collaborations can proceed.

Common International Agreement Types

• Memorandum of Understanding (MOU) – A Memorandum of Understanding (MOU) is a public, symbolic document that expresses shared goals and interest to explore future collaboration.
• Letter of Intent – A Letter of Intent (LOI) formalizes a partnership that does not require UW–Madison to assume any new responsibilities such as partner institutions’ students studying at UW–Madison as credit-bearing, non-degree visiting international students.
• Implementation Agreement – An Implementation Agreement is a more specific agreement that expresses detailed responsibilities, resource commitments, named contacts/people, and relevant terms (e.g. intellectual property, dates of activity) involved for a known activity.
• Collaborative Academic Agreement – A Collaborative Academic Agreement is an arrangement that allows students to earn a UW–Madison degree or complete credit-bearing study at UW–Madison, including while enrolled in a credit-bearing program at a non-US university. These arrangements include Dual Degrees, Reciprocal Transfer of Credits, 3+1+1, and VISP Cohort programs. Guiding principles include:
  • UW retain academic control of degree, course offerings, courses
  • No more than 50% of a UW degree may be taught off campus.
  • UW usually does not agree to establish "joint" degree programs, through which a student would earn one degree awarded by two institutions.
  • Students must meet all regular admissions, enrollment, and degree requirements.
  • No guaranteed admission for undergraduate or graduate study.
• Exchange Agreement – An Exchange Agreement facilitates students studying abroad for academic credit, either through a formal exchange program, direct enrollment, a faculty-led program, or an independent provider.
• International Affiliation Agreement – An International Affiliation Agreement enables health sciences students (SMPH, Pharmacy, etc.) to have safe, productive, high-quality clinical learning experiences at non-US clinical facilities.
• Internship Agreement – An Internship Agreement enables UW–Madison students to have safe, high-quality work experiences for credit that are relevant to their academic studies or career goals.
• Consortium Agreement – A Consortium Agreement relates to creating or joining a group of three or more parties formed to achieve a common objective through collaboration.

DEVELOPING AN INTERNATIONAL AGREEMENT

Initiating

1. The proposing faculty or staff seeks endorsement from their Department and School/College leadership for the prospective partnership.
2. The proposing faculty or staff contacts the International Division’s International Relations Manager (IRM) to:
   • Submit an International Agreement Development Form;
   • Ask for a template or share an existing draft (in Word format); and
   • Inform of any anticipated deadline or signature ceremony.

Review/Approval

The International Division and the Office of Legal Affairs must review and approve all international agreements before anyone signs on behalf of UW–Madison.

1. The International Division’s International Relations Manager (IRM) works closely with the proposing faculty or staff to develop a draft that identifies goals, ensures benefits, sets realistic expectations, manages risks, and upholds UW–Madison’s mission and values.
2. The IRM will share the draft with relevant campus partners for further review and guidance on adhering to campus, state, and federal policies. The IRM will compile and provide feedback to the proposing faculty or staff. Depending on the content and context of the agreement, the IRM may share the draft with the following campus partners, among others:
   • Academic Planning and Institutional Research
   • Division of Continuing Studies
   • Export Control Office
   • International Academic Programs
   • International Faculty and Staff Services
   • International Internship Program
   • International Safety and Security Director
   • International Student Services
3. Once the proposing faculty or staff and the IRM have a near-final draft, the IRM seeks review from the Office of Legal Affairs.
4. The IRM returns a draft to proposing faculty or staff with campus approval or campus feedback for revisions. If revisions are needed, proposing faculty or staff edits and shares revised draft with the IRM until all UW units approve.
5. Once UW units approve, the proposing faculty or staff shares UW-approved draft with prospective partner and asks for feedback (using track changes), partner logo (if desired), and names/titles of signatories.
6. Repeat steps above until all approve a final version of the agreement.

Signatures

1. The International Division’s International Relations Manager (IRM) determines who from UW has authority to sign, needs to sign, or will be invited to sign based on the content and context of signing the agreement.
2. As a best practice to promote awareness and support for the collaboration, Deans of proposing units should review and approve or deny before someone with signatory authority signs. If a Dean denies an agreement, it will not move forward for signatures. If a Dean approves an agreement, the Dean can elect to sign or not (e.g. due to timing/logistics); although if a Dean elects not to sign, the IRM stills need indication of approval (e.g. email or signed cover letter).
3. Once the International Division confirms a UW-approved final document is ready for signatures, proposing faculty and staff should ask partners to sign first, then seek school/college signatures, and return all partially signed documents to the IRM, who will seek the final signature and stamp from the relevant person authorized to sign on behalf of campus.
4. If the partner signs first, the International Division will retain an original hardcopy for campus and return the remaining original hardcopies to the proposing faculty or staff to send to the partner.
5. If UW signs first, the proposing faculty or staff will send the UW-signed documents to the partner for signatures and is responsible for obtaining a fully executed original hardcopy for campus files.

Records

1. The International Division will retain an original hardcopy for campus.
2. The IRM will create and share an electronic version of the fully executed agreement with the proposing faculty or staff.
3. Please contact the IRM to discuss modifying, terminating, or renewing your agreement as well as to share the outcomes of your collaboration.

RELEVANT POLICIES

See relevant policies in links below. InternationalAgreementResources

• Signature Authority: Signature-Authority-Current-May-2019.pdf
• Policy on the Use of Agents in International Student Recruitment: UWAgentPilotRecruitmentPolicy.pdf
• International Collaboration Modes [May 4, 2012]: InternationalCollaborationsMODES_Final_May.20.2011.pdf
• European Union (EU) General Data Protection Regulation (GDPR) UW–Madison Guidance for Contracting and Research: FinalOLAGDPRGuidance-contractualprovisionsandresearchguidance1_.pdf 
• UWSA Policy 145 on Cultural Insurance Services International (CISI)  
• Student Health Insurance Plan (SHIP)  

FREQUENTLY ASKED QUESTIONS

Timeline

How long does it take to develop and fully execute an international agreement? Fully executing an international agreement varies widely, but can take between one and eight weeks, or longer, depending on the complexity of the agreement, whether it is a pre-approved UW template, the partner’s approval process, and the number of other agreements under development, among other factors. Using a UW template usually is faster than using a partner template because the UW Office of Legal Affairs has already approved it. Note that because all agreements must be approved by multiple UW campus units, proposing faculty or staff should contact the International Division’s International Relations Manager (IRM) as early as possible.

Agreement Terms

How long are agreements? All agreements should specify an end date. UW does not sign agreements that continue until terminated. UW signs new agreements that have terms of 3-years (or fewer), and renewal agreements may be signed for either 3- or 5-year terms.

What are common agreement terms?

• Purpose of collaboration
• Formal, legal names of partnering entities
• Responsibilities of each party
• Date of signatures
• Duration (date the agreement will be in effect and expire)
• Termination (conditions under which a party may end the agreement early)
• Modification (conditions under which a party may modify the original terms of the agreement)

What are common terms in partner drafts that UW–Madison modifies?

• Insurance – UW can agree to a liability coverage requirement, but often clarifies that a self-insurance program satisfies the requirement.
• Indemnity – UW cannot agree to indemnify a partner from their negligent acts or omissions, and UW limits responsibility for claims or damage to negligent acts or omissions of UW’s employees or agents while acting within the scope of their employment or agency.
• Termination – UW’s standard termination language enables either party to terminate an agreement at any time for any reason with advance written notice and requires a plan for students who would be affected by the termination.
• Court jurisdiction – UW typically does not agree to be subject to foreign jurisdiction and often clarifies that the jurisdiction will be determined in the event of litigation.
• Governing law – UW typically does not agree to governing law of another country and often clarifies that the governing law will be determined in the event of litigation.
• Dispute resolution – UW cannot agree to binding arbitration and often clarifies that UW could participate in non-binding arbitration or a different method of dispute resolution.

Translation

What if my partner needs the agreement in another language? If a partner would like to have an agreement in two languages, the International Division will procure one independent official translation of the UW-approved English version. If a partner provides a draft in a language other than English, UW first will work to finalize an approved version in English, and then will seek an independent certification of the translation provided. Draft translations should be provided in Word format. Note the translation can take 1-3 weeks, and usually the partners need additional time to agree that the translation accurately matches the English version. Proposing units may be responsible for the cost of additional translation services.

Signatures

Who signs international agreements for UW–Madison? Only a few people on campus have authority to sign agreements with foreign institutions: The Chancellor, the Provost, the Vice Chancellor for Finance and Administration, the Associate Vice Chancellor for Business Services and Controller, and the Vice Provost and International Division Dean. At least one of the five people with authority must sign an international agreement, while other school or college leadership are welcome to sign in support. The International Division’s International Relations Manager (IRM) determines who from UW–Madison has authority to sign, needs to sign, or will be invited to sign based on the content and context of signing the agreement.

Who signs for the partner? The partner institution should identify who is authorized to sign on their behalf. UW is most concerned with whether the person (or people) signing on behalf of the partner has (or have) authority to sign. UW is not concerned about obtaining “matching” partner signatures from an equal number of people or from people in the equivalent position to UW signatories. 

How many originals should be signed? An original hardcopy should be signed for each party to the agreement (i.e. at least two original hardcopies). More original hardcopies are necessary if the agreement has more than two parties (e.g. consortium) or proposing faculty/staff/units want an original hardcopy.  

Can UW sign first? UW prefers partners sign first, so that UW is assured to have a fully executed original hardcopy. If needed, UW can sign first (e.g. before visiting a partner).

Can we sign electronically? Yes, although partners typically prefer wet signatures, UW accepts wet, electronic, or a mix of both types of signatures. If the agreement will have electronic/scanned signatures, UW strongly prefers the partners sign first.

Other

Who can initiate an agreement? Any UW faculty or staff may initiate an agreement. Foreign partners and UW students must find a UW faculty or staff member who is willing to sponsor and initiate an agreement.

Who do I need to tell in my school or college about my international agreement? It is important to inform and seek approval from your Department Chair and School/College Dean for the prospective partnership before initiating an international agreement. After gaining support from the school or college, then proposing faculty and staff or unit designees should contact the International Division’s International Relations Manager (IRM) to develop an agreement.

Some schools and colleges have designated colleagues who work closely with the International Division’s International Relations Manager (IRM) to oversee all or a subset of international agreements arising from within their units. Once the IRM receives an International Agreement Development Form, the IRM will involve the relevant unit colleagues.

I think I need an international agreement, but is it actually another type of agreement? International agreements typically are non-monetary (do not involve financial commitments). While they may set out responsibilities and expectations for a collaboration if a collaboration should occur, an agreement usually does not include require action or make a promise that the collaboration will occur. International agreements involve at least one foreign entity such as a university, organization, company or government outside the US. If your agreement has some of these characteristics but not all, it may be a different type of agreement or legally binding contract that might involve another campus entity such as the following:

• Study Abroad: Taking or sending students abroad (individually, as a class, or on a program)
• Internal agreement: No non-UW entity, although subject might relate to international. Developed at School/College-level.
• Domestic agreement: No foreign entity, although subject might relate to international, and may involve legally binding commitments. Developed at School/College-level.
• Research agreement: Foreign entity, but involves legally binding financial commitments and grant/research money “coming in” to UW. Developed with the Office of the Vice Chancellor for Research and Graduate Education (Research and Sponsored Programs).
• Fee-for-service agreement: Foreign entity, but involves legally binding financial commitments and generates revenue to UW. Developed with the Office of the Vice Chancellor for Finance and Administration (AOA, Business Services).
• Purchasing agreement: Involves financial commitments and money “going out” to a foreign entity for providing a service or good. Developed with the Office of the Vice Chancellor for Finance and Administration (Purchasing Services).

CONTACT

Please contact the International Relations Manager with questions or to submit an International Agreement Development Form:

International Relations Manager

agreements@international.wisc.edu 

University of Wisconsin–Madison
International Division
Office: 269 Bascom Hall
Mailbox: 261 Bascom Hall
608.262.3929