Guidelines For Drafting MoU And Agreement
Apart from the templates of Corporate Social Responsibility (CSR) MoU or Agreement displayed on the website of this office, we also accept other Corporate’s MoU or Agreements subject to review and clearance by the CSR team of DoRA office.
The following guidelines need to be followed while drafting a Corporate Social Responsibility (CSR) MoU or Agreement:
The Corporate Social Responsibility (CSR) Memorandum of Understanding (MoU) or Agreement has to be drafted in a professional manner so as all the legal and binding terms are covered in it.
The document has to comprise the following clauses and the same need to be mentioned in well-defined manner:
- Definitions and Interpretations
- Scope of Work
- Terms and Conditions (including validity and renewal etc.)
- Billing/ Invoicing and Milestone based Payment
- Intellectual Property /Use of logos
- Force Majeure
- Failure to Enforce
- Duration of CSR Project
- Amendment and Variation
- Entire Understanding
- Arbitration and Governing Law
- Annexure (s) – if any
The explanation in respect of some of the above is as appended below:
Intellectual Property Rights (IPR): It is an intangible asset plays a significant role in building an Institution. It is also an important tool in economic growth and corporate donor tries to acquire it with the intention to get an advantage of monopoly profit. The Institute should try to keep its rights intact as far as possible.
The corporate contributing as per the mandate CSR policy is also availing tax benefits against the contribution. Hence, both benefits i.e. tax exemption and IPR cannot be given to corporate donor.
Payment and Others: The release of payment must be clearly stated. In this regard, the usual norms are as follows:
- There has to be a milestone based payment schedule.
- Budget Schedule with amount and date of payment is to be included as an article, clause or annexure to the MoU/ Agreement.
- All Cheques/ Demand Drafts are to be payable to Corporate Research Fund Account, IIT Kanpur or Registrar, IIT Kanpur.
- The CSR Administrative Charge (i.e. 5% of the total cost of a CSR MoU/ agreement) must be mentioned in the document.
The MoU/ Agreement shall be effective from the date of its signing and shall remain in force for a period of years or months (as agreed upon).
Name of the Project Investigator (PI) must be mentioned on the first page of the MoU or Agreement. He/ She must be held responsible for non-disclosure of the Confidential Information received from the corporate donor.
As per the prevailing norms, the Dean (Resources and Alumni) is the authorized signatory to all Corporate Social Responsibility (CSR) Memorandum of Understanding (MoUs) and Agreements etc. The prior approval of the Director is to be obtained through a note file.