Approval and Signing Process
Global Collaborations has established a 5-step review and approval protocol that guides the development of the most common types of agreements, from inception to signing. The purpose of the approval process is to ensure that all interested stakeholders have been provided an opportunity to review, modify, and approve an agreement prior to the signing phase.
Approval Process for Letters of Intent, MOUs, Faculty Exchange, and Graduate Exchange Agreements
STEP 1: College/Campus Approval:
The faculty member/college/campus identifies an opportunity for formalizing an international collaboration. The faculty member or a designated college/campus representative coordinates with the department head, college/campus international programs representative(s) and the dean or chancellor. The dean or chancellor (or a designee) must approve the formalization of the collaboration and should be consulted at the early stages of the process to ensure college/campus support. University College and campuses must seek formal support and endorsement of the Vice President for Commonwealth Campuses.
Colleges and campuses may have additional internal approval processes for proposing international collaboration agreements. Faculty members should contact the college/campus international programs director to clarify internal policies.
STEP 2: The college/campus submits an online International Agreement Proposal:
The International Agreement Proposal will provide details about the planned collaboration, such as the scope of planned activities, strategic significance, and anticipated outcomes. Evidence of support from the relevant dean(s)/chancellor(s) will be required as part of the proposal. Global Programs will provide advice and vetting of the proposed international collaborating institution. Global Programs will coordinate with Risk Management, General Counsel, Export Control, the relevant dean/chancellor, and any other relevant offices throughout the drafting, negotiation, and approval process.
STEP 3: Global Programs provides a draft agreement:
Global Programs will review the agreement request and consult with other Penn State units as necessary.Global Programs will send a draft agreement to the college/campus designee.
If the partner institution provides a draft agreement, then the college/campus designee will provide Global Programs with that draft. Global Programs will review the draft, coordinate the internal Penn State approval, and provide the college/campus designee with an approved version. (NOTE: It is strongly recommended that Penn State drafts be used in order to ensure a quicker turnaround.)
STEP 4: College/Campus negotiates with collaborating institution:
The college/campus designee shares the Penn State draft with the collaborating institution, negotiates a final version, and obtains the names and titles of all signatories for the collaborating institution. (NOTE: Partner signatures are NOT obtained at this stage. UOGP will obtain ALL necessary signatures.) The collaborating institution should be reminded that Penn State will still require final approval before the agreement can be signed.
STEP 5: Global Programs coordinates final Penn State approval and signing:
Global Programs coordinates the internal approval of the final version of the agreement.
Penn State offices that may be consulted include the following: Office of Sponsored Programs (OSP), Intellectual Property Office (IPO), the Graduate School, University Publications, and the Vice President of Commonwealth Campuses (VPCC).
Global Programs coordinates all legal matters with the Office of General Counsel in conjunction with Risk Management. See University policy AD49.
Global Programs coordinates checks and clearances (signatories and main contacts) against key U.S. government lists.
Global Programs sends the final version of the draft agreement to Risk Management for approval.
Global Programs prints the agreed upon number of agreements on parchment paper and coordinate the signing process.
Global Programs will keep one original fully signed version on file in a central agreements database for University reporting.
Approval Processes for Other Agreements
- Undergraduate Education/Education Abroad Providers: Contact Education Abroad at EducationAbroad@psu.edu
- Sponsored Research Contracts/Research Award: Contact the Office of Sponsored Programs.
- Affiliation Agreements for Student Internships or Student Teaching: Contact the Office of General Counsel. See, also, Policy AD49 for contact information and contact procedure.
- Collaborative Graduate Degree Programs: To begin planning a collaborative graduate degree see Section III.10: Collaborative International Graduate Degrees. Once the planning stage has been completed, Global PRograms will provide the appropriate template and coordinate the internal approval process.
- Joint Research Center Agreements: Contact Global Programs Collaborations at firstname.lastname@example.org.
- Articulation agreements (“1+3” or “2+2” agreements): See Academic Administrative Policy A-11 and contact Global Programs at email@example.com.
- All Other Agreements: Contact Global Programs at firstname.lastname@example.org. Global Programs will determine the necessary approval process.
Timeline and Use of Penn State Templates
The conclusion of an agreement generally takes several months. Using Penn State drafts as the basis for an agreement usually keeps this timeline to a minimum.
- LOI completion averages one (1) month when Penn State drafts are used.
- MOU completion averages one (1) – (3) months when Penn State drafts are used.
- MOA completion averages six (6) to twelve (12) months when Penn State drafts are used.
Use of Penn State Drafts: Penn State has a variety of agreement draft templates which are updated regularly. The use of current Penn State drafts provided by Global Programs is strongly encouraged. The use of outdated Penn State drafts or non-Penn State templates will prolong the process considerably.
Deadlines and Expedited Agreements: If there is a deadline for the agreement (for example, a planned signing ceremony), Global Programs should be notified of that deadline as soon as possible. In general, agreements will not be expedited unless there is a strong justification (for example, the agreement terms have been vetted by all Parties and Penn State offices beforehand and/or involves a strategic partner with whom there is a longstanding relationship already in place).
Signing Guidelines and Procedures
The signing process will be coordinated by Global Programs. Global Programs will generally print the agreed upon number of agreements on parchment paper and send them to the appropriate signatories at Penn State and to the institution abroad. The collection of Penn State signatures may take several weeks, depending on signatory availability.
Number of originals: For every agreement, at least two (2) fully signed originals are required, one for Penn State and one for the collaborating institution. Penn State will generally request one (1) original which must be filed with Global Programs. Global Programs maintains a database of all international collaboration agreements for the University. Colleges and campuses along with the Office of the Vice President for Commonwealth Campuses will receive a scanned copy of the fully signed agreement.
Signatories: Under Penn State policy, the dean of the college proposing the international collaboration or campus chancellor must sign the agreement. Colleges may want to include the department head as co-signatory for the college, but unless requested by the college, only the dean of the college will sign on behalf of the college. In addition, the Vice Provost for Global Programs must sign every international collaboration agreement as well as the Assistant Treasurer who legally binds the university. See University Policy FN-11 CONTRACTS AND LEASES. Additionally, the dean of the Graduate School and Vice President for Research will sign MOAs that establish joint research centers and collaborative graduate programs and/or exchanges. Agreements involving a campus will be co-signed by the Vice President for Commonwealth Campuses and dean of the University College.
The President of Penn State does NOT sign agreements unless under very rare circumstances (e.g. the agreement is of fundamental, strategic importance to the University as a whole and to the President and not limited to or pursued only by one college).
Signing Ceremonies: Signing ceremonies are discouraged unless the agreement is of major strategic importance to the University. Colleges/campuses are responsible for arranging a signing ceremony. Global Programs should be notified of the date as early as possible.
Term and Renewal of an Agreement
Term Length and Expiration: Every agreement should include an expiration date (usually no more than 3-5 years from date of last signature) and make an extension conditional upon a positive evaluation of the collaboration under the agreement. Automatic renewal clauses should be avoided. At Penn State, depending on the type of collaboration, the evaluation may be conducted jointly by the college/campus, the Graduate School, the Office of Undergraduate Education, and Global Programs.
Extensions/Renewals: Extensions and renewals are contracts and must go through the normal agreements process. Issues to consider in connection with renewals include the following:
- Are the terms of the expired agreement still acceptable or is an amended renewal necessary?
- For how long should the program be renewed?
- Are there any outstanding funding/activities on the part of the partner institution? If so, a renewal should be made on the condition that any outstanding payments/funding/activities are completed.
Use of Penn State Name and Logo/Mark
The University should be referred to as “The Pennsylvania State University˝ (the full formal name of the University, with ˝The˝ always capitalized) when first mentioned in the text of a collaboration agreement; and thereafter as “Penn State” (the official communicative name of the University).
In general, international collaboration agreements should not include logos or marks. If an exception is to be made, Global Programs will be responsible for coordinating with the Penn State Department of University Publications to ensure compliance with University visual and graphic identity standards.
The Penn State mark (logo) is the official symbol to identify, represent, and promote the University. It may not be altered or reconstructed.
Agreements will stipulate that neither party may use the name, mark, or logo of the other publicly (including but not limited to website postings, public announcements, and program brochures) without the prior written consent of the other party pursuant to each institution’s policies. Global Programs will be responsible for coordinating clauses with the Penn State Department of University Publications.
Controlling Law and Forum
In general, by order of preference, an agreement with a non-U.S. institution or entity should
- make the law of the Commonwealth of Pennsylvania the controlling law
- remain silent
- make the law of another U.S. state the controlling law
Determining factors are:
- reasonableness of the request to subject the agreement to another country’s law (e.g. employment contract with local employees, joint ownership of facilities in foreign jurisdiction); and
- willingness of the college to contribute financially in case of a legal dispute
In all cases in which negotiating parties cannot agree on option 1. or option 2., the Office of General Counsel must be contacted to determine the appropriate clause on a case-by-case basis.
In general, forum in another country will be strictly avoided due to high litigation costs.
In order of preference, the language of an agreement should be:
- English only;
- English and an unsigned non-controlling courtesy translation of the agreement.
In all other cases, the Office of General Counsel must be consulted and is responsible for drafting appropriate contract language. The costs for any translation must be borne by the unit proposing the collaboration. General Counsel must approve the translation service.
Clauses under which both the English version and the non-English version of the agreement are equally controlling are not acceptable. Sample acceptable clause: "The English version of this Agreement shall be the controlling version of this Agreement for all purposes. In the event of a conflict between the English version and any translation of this Agreement, the English version shall control."