Master Alliance Provisions Guide (MAPGuide)

Summary of Provisions from WHO Template Agreements

  • Consortium structure & management

Basic Principles 

Based on these WHO template agreements, WHO is an active member of the collaboration. It does not provide funding for the activities under this collaboration. It gets a license to use the technology involved and is insured by other parties’ liability insurance.

Internal Organization

Representatives  (Template Collaboration Agreement, §4)

  • Each Collaboration member shall appoint one official representative, and each Collaboration member may include one additional individual as an observer in meetings and discussions.
  • WHO’s official representative will serve as the chairperson of the Collaboration. The chairperson shall prepare and circulate agendas (with input from other Collaboration members), convene and preside at Collaboration meetings, and prepare and circulate meeting minutes.

Meetings (Template Collaboration Agreement, §5)

  • The Collaboration shall meet at least once per month or at any time as deemed necessary by one of the members of the Collaboration for accelerated attainment of the Purpose. The Collaboration may meet in person or by video or audio conference, and each Collaboration member shall bear the expense of its representative’s participation in Collaboration meetings.

Funding (Template Collaboration Agreement §13, similar provisions in Standard Framework Memorandum of Understanding §3)

  • Unless expressly specified otherwise in the Agreement, each Party will be responsible for covering all the costs it incurs in the set up and implementation of the activities under this Agreement.  Any given expense or cost can only be committed in writing by the Party responsible for paying the cost in question. In no case can one Party commit and expense on behalf of another Party, without the prior written consent of that other Party.
  • In the event that there is financial support available from WHO to specific Collaboration members for the attainment of the Purpose, any financial support will be provided under separate Technical Services Agreements (TSAs) to be concluded between WHO and each of the other Parties as appropriate.

Relationship and Responsibility of the Parties

  • Nothing in this Agreement shall be construed as creating a relationship of joint venturers, partners, employer/employee or agent.  Neither party has the authority to create any obligation for the other. (Project Collaboration Agreement §5.1.)
  • For the purposes of this Memorandum of Understanding, each Party is an independent contractor and not the joint venturer, agent or employee of the other Party. Neither Party shall have authority to make any statements, representations, or commitments of any kind, or to take any action which shall be binding on the other Party, except as may be explicitly provided for in this Memorandum of Understanding or authorized in writing by the other Party. (Standard Framework Memorandum of Understanding §9)

Key Features

IP Management

  • During collaboration with WHO, the data or information generated will be owned by the party or parties generating such information or data. (Template Collaboration Agreement §8)
  • WHO will be granted a worldwide, royalty-free, sub-licensable, irrevocable and perpetual, non-exclusive license in all such data and information made or developed covering all applications and uses for which the rights may be exercised, including but not limited to publication of the data and/or information. (Id.)
  • Ownership of any intellectual property rights arising from collaborative activities under this Memorandum of Understanding shall be agreed by the Parties on a case-by-case basis. (Standard Framework Memorandum of Understanding §6)
  • The Parties shall make appropriate arrangements to promote that any product which may result from collaborative research and development work undertaken as a result of this Memorandum of Understanding, shall be made widely available to the public on reasonable terms, including in particular to the public sector of developing countries on preferential terms. (Id.)

Indemnity and Limitation of Liability:

  • Each party shall be solely responsible for the manner in which it carries out its part of the collaborative activities under this Agreement.  Thus, a party shall not be responsible for any loss, accident, damage or injury suffered or caused by the other party, or that other party’s staff or sub-contractors, in connection with, or as a result of, the collaboration under this Project. (Project Collaboration Agreement §5.4, similar provisions in Standard Framework Memorandum of Understanding §7)
  • Insurance: In the event that liability insurance for activities associated with this Agreement has not been obtained by a Party at the time of the signature of this Agreement, that Party shall obtain reasonable liability insurance for the activities they conduct, such insurance to be (a) reasonably acceptable to WHO (b) name WHO among the parties insured and (c) obtained before the commencement of the activities. (Template Collaboration Agreement §17)