Memorandum of Understandingi

Published: November 2020

Guidelines to Partnership Agreements – Memorandum of Understanding

(MoU): in italics – These boxes are guidance and should be deleted when
drafting MoUs.

Introduction

Purpose
WaterAid’s mission is to transform the lives of the poorest and most marginalised
people by improving access to water, sanitation and hygiene (WASH). Working in
partnership is central to our approach. We will only achieve our vision and mission
through collaborating with a wide range of partners from government, civil society,
academia and the private sector to improve policy and practice relating to WASH.
Our role is to be a catalyst and agent of change, enabling local institutions to make
and sustain long-term improvements in access to WASH. See our Partnership
Framework.

WaterAid engages in a wide range of partnerships for various purposes (service

delivery, capacity strengthening, knowledge generation, advocacy, research etc.).
Depending on the nature of the partnership, different types of agreement will be
appropriate (e.g. Project Partnership Agreements, Memorandum of
Understanding, Supply or Consultancy Contracts, or Teaming Agreements). This
guideline and template can be used for MoUs.

We aim to strengthen the institutions, systems and capacities that are needed to
deliver sustainable WASH services in the long term. To achieve this, we need
enabling and empowering collaborative relationships where all parties benefit from
the relationship with each other. While WaterAid may contribute knowledge and
expertise on sustainable WASH systems other partners contribute their own
specialist or local knowledge, experience and networks.

There are often power imbalances between partners, especially where one
organisation has more funding than others. As such it is important for WaterAid
country leadership and finance teams to take steps to ensure that there is a
balanced relationship and mutual accountability between partners. The process of
drawing up and agreeing an MoU helps to articulate and agree common purpose
and long-term aims of the partnership, recognising mutual accountabilities and the
value that each partner brings to the collaboration through skills, knowledge,
experience, networks and resources.

i
For non-USAID partnerships.
 Guidelines to Partnership MOUs –November 2020

Scope

Where WaterAid intends to work with a Collaborative Partner, we recommend

developing a MoU. A Collaborative Partner is an organisation we are committed to
working with over, usually, a longer period of time to achieve broad, shared
objectives. There is no funding or formal relationship with a Collaborative Partner
unless they are also a Project Partner, Service/Goods Provider or Key Supplier
and have signed relevant agreements for these roles. Due diligence and ethical
checks should typically be carried out before a MoU is signed with a Collaborative
Partner.

These guidelines and template are to support development of a full MoU or a light
touch MoU for non-USAID partnerships.

The suggested time frame for a full MoU is 5 years in line with country strategies.
An MoU should be reviewed periodically to ensure it remains relevant and valid as
a driver for effective collaboration.

A Memorandum of Understanding (‘MoU’) (sometimes referred to as a ‘letter of

intent’) is an agreement between two or more parties that:
- is not legally binding except where specified (confidentiality clauses for
example);
- sets out longer term collaboration objectives based on synergies and
complementarity;
- is not for the transfer of funds;
- is not linked to a specific project.

A Project Partnership Agreement (‘PPA’) is legally binding and will be needed to

support any formal contractual collaboration and transfer of funds on a specific
time-bound project. An MoU is not appropriate for these purposes.

Note: An organisation can simultaneously be a Collaborative Partner (with an

MoU) and a Project Partner (with a PPA). It is also possible to be a Collaborative
Partner (with an MoU) but not a Project Partner (with a PPA), or a Project Partner
(with a PPA) but not a Collaborative Partner (with an MoU).

The MoU and PPAs involving the same Parties should be linked to each other and
align the short- and long-term objectives of collaboration.

How to use this document

Partnership MoUs should be developed through consultation with the partners and
these guidelines and template can be used to facilitate this.

The specific wording and structure used in this template is not fixed and can be
adjusted to suit the specific context of the partnership. You will need to exercise
judgement on the type of content that is suitable given the nature of the
partner and the partnership and the activities you will be doing together. If
you are in doubt, please contact XXXX

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*For longer term collaborations, where both parties will work closely together
operationally, a full MoU is recommended. If engagement between the parties is
expected to be more ad hoc and if the parties are expected to work less closely
together, a lighter touch MoU may be sufficient. [Mandatory] sections are required
for both full MoUs and light touch MoUs. For a light touch MoU it may be
acceptable, depending on the focus and duration of the partnership and the type
of partner, to remove the sections that are preceded by [Full MoU only].

Important reminder
Due diligence and ethical checks (including FinScan) should typically be carried
out before a MoU is signed with a Collaborative Partner. You will need to
exercise judgement on the type of checks that are required given the nature
of the partner and the partnership and associated risks. If you are in doubt,
please contact XXXX.

Section 1

1. [For light touch and full MoUs] Parties to the MoU [Mandatory]
A statement including the names and addresses of all the parties to the MoU
(defined as the ‘Parties’) and the term of the agreement should be included in the
MoU.

In addition, the name of the key representative(s) of the partnership from each
Party should be set out.

1. MEMORANDUM of UNDERSTANDING

BETWEEN

WATERAID [XX] {insert country} AND

[ABC ORGANISATION]
This Memorandum of Understanding (the “MoU”), dated {insert date}, is between
WaterAid {insert country}, a Country Programme Office of WaterAid, a registered
charity in the United Kingdom, and having a Country Office at {insert address},
hereinafter referred to as “WA[X]” {insert initial of country}. For the purpose of this
MoU WA[X] will be represented by {insert name of Country Director or principle staff
member}.
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And
[ABC Organisation], a legally registered [Non-Governmental Organisation] {or insert
relevant organisation type}, and having its registered office located at {insert
address}, and hereinafter referred to as “[ABC]”. For the purpose of this MoU, ABC
will be represented by {insert principle staff member of ABC}.
(together the “Parties”)
The purpose of this MoU is to set out the commitments that WA[X] and [ABC] have
made to working collaboratively.
[Full MoU only] WaterAid applies standards and policies in the following annexes to
its work. We expect Parties to the MoU to be aware of these standards and policies
and to apply standards of at least the same rigour The Annexes will become
integral/binding if future Project Partnership Agreements are signed:
Annex A: Agreed Code of Conduct
Annex B: Safeguarding Partnership Code of Conduct
Annex C: Principles of Child Safeguarding
Relevant WA[X] and [ABC] policies e.g. Water Quality, Quality Programme
Standards, etc.

This MoU covers the period from the date of this MoU to [insert end date]. The MoU
will be reviewed periodically and whenever there has been a major change in the
context or the work or in either of the organisations concerned.

2. [For light touch and full MoUs] Statement of intent

WaterAid enters into a collaborative partnership as a means to achieving shared
objectives. Collaborative partnerships MUST be compatible and conducive to
delivering against strategic and operational objectives. Therefore, WaterAid and
the Collaborative Partner need to identify their goals, approaches and values, and
to establish that they share enough common ground for the collaborative
relationship to be effective.

During the partnership development process a meeting or workshop should be

organised between all Parties to ensure that: each Party’s organisational vision
and mission is identified; the purpose of the partnership beyond individual
projects is discussed and established; and objectives for the work they will do
together are agreed. Objectives should align with the incentives and expectations
of each organisation and use the comparative strengths that each brings to the
collaboration.

Examples of purposes of partnership:

• To work collaboratively towards the achievement of agreed shared
Objectives.
• To develop programmes of work that combine the WASH expertise of
WaterAid with the expertise (e.g. on health systems) of ABC partners in
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order to bring sustainable and systemic improvements to WASH services.

• To jointly seek project funding for collaborative work.

Examples of objectives of partnership:

• Empowerment of communities through promotion of their rights with respect
to access to WASH services.
• Communities have improved access to water and sanitation services and
hygiene promotion.
• Sector policies and practices are improved based on lessons from project
work in target area and research.
• Improved management and increased effectiveness of programmes in
target areas through capacity building of ABC partners and stakeholders.
• Governments and decision-makers are allocating increased funding to the
provision of WASH services.

2. Statement of Intent
2.1. WaterAid’s mission
WaterAid’s mission is to transform the lives of the poorest and most marginalised
people by improving access to water, sanitation and hygiene. We work with partners
and influence decision-makers to maximise our impact.
2.2 [ABC]’s mission
[ABC]’s mission is ….. {insert [ABC]’s mission here}
2.3 Purpose of the partnership
Based on the shared concerns of the Parties, the shared purpose of this partnership
is:
{Insert the wider aims of the partnership (beyond individual projects}
Recognising that WA[X] and [ABC] (the “Parties”) have a shared concern to achieve
this purpose, the Parties have entered into this MoU to work together towards the
following objectives:

3. [For light touch and full MoUs] Contributions to and benefits of the
partnership
Contributions to the partnership should consider both the immediate
considerations and the broader inputs to the partnership. This helps to support
mutual accountability and looks toward the value such partnerships would add to
the WASH sector as a whole.

All Parties should identify and recognise each other’s contribution to the shared
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purpose and set out how each expects to benefit from the relationship. This
supports greater ownership by all Parties.

Note that contributions and benefits from each Party will change over the life cycle
of the partnership and therefore need to be periodically reviewed.

Examples of partner’s contribution:

• Skills, knowledge and experience in the areas of (for example) equality,
inclusion, gender equality, human rights-based approaches, appropriate
WASH technologies, sanitation approaches, entrepreneurial approaches
and business development, health, education, budget tracking, sector
monitoring.
• Networks and contacts with other stakeholders in area of expertise.

• Contextual understanding of power and relationships in government,

communities, health sector.
• Lessons learned from experience of working in [xxx] districts/countries/
contexts.
• Research skills and access to academia.

• Potential to mobilise funding for collaborative projects.

Examples of benefits to partner
 Experience of integrating WASH consideration into their work.
 Opportunity to scale up influence through WaterAid networks
Examples of WA’s contribution:
• Skills, knowledge and experience in the areas of (for example) inclusive
and female friendly WASH, water security, hygiene behaviour change,
urban WASH, rural sanitation, faecal sludge management, systems
strengthening, WASH finance, WASH and health, WASH and education,
human rights to water and sanitation, policy, advocacy.
• Networks and contacts with other stakeholders in country, in other
geographies where WaterAid works and at global level.
• Contextual understanding of WASH policy and programmes.
• Research and documentation capacity to use experience to influence
others
• Lessons learned from experience of working in [xxx] districts/
countries/contexts.
• Potential to mobilise funding for collaborative projects.
Examples of benefits to WA
 Experience of integrating area of concern/systems/institutions of partner
into WASH.

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 Opportunity to scale up influence through partner networks.

3. Contributions to and benefits from the partnership

Each Party will contribute to the partnership and respect each other and work
collaboratively in ensuring the shared purpose of the partnership is reached.
3.1 [ABC]’s contribution to the partnership
[ABC]’s contributions to this partnership is planned to be: {Insert [ABC]’s
contributions}

3.2 WA[X]’s contribution to the partnership

WA[X]’s contribution to this partnership is planned to be: {Insert WA[X]’s
contributions}

3.3 Benefit of the partnership for [ABC]

In establishing this partnership, [ABC] seeks to realise the following benefits:
3.4 Benefits of the partnership for WA[X]
In establishing this partnership, WA[X] seeks to realise the following benefits:

4. [For full MoU only] Strengthening Capacity and Capability

WaterAid and the organisations we partner with can learn from each other. The
purpose of this section is to draw out the main focus of activities for strengthening
capacity and capability.

Capacity strengthening activities should be based on a strategic view of how both

organisations wish to develop and recognise each party’s contributions.
Developing capacity building plans should be a joint exercise between WA[X] and
the partner, based on a joint needs assessment. It should help the partner to
achieve its own objectives as well as WaterAid’s and contribute to long-term
strengthening of capacity needed to ensure sustainable and equitable WASH.

Example of capacity strengthening activities needed for WA[X]

 Knowledge sharing from the partner to help WA[X] to understand the most
effective way to engage with local communities.

Example of capacity strengthening activities for [ABC]

 Training session to build financial capacity of staff and train them on budget
development and monitoring.
 Safeguarding training session to raise awareness of responsibilities,
reporting mechanisms, and expected standards of conduct.

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Note that these are likely to change as the partnership and related activities
develop and may be revised under the Partnership Agreement.

4. Strengthening Capacity and Capability

WaterAid and partners can learn from each other. WA[X] and [ABC] have identified
the following priorities for capacity development to enable the Parties to meet the
commitments identified in this MoU.
4.1 [ABC]’s capacity strengthening needs
{Insert capacity strengthening needs identified related to this particular partnership}
4.2 WA[X]’s capacity strengthening needs
{Insert capacity strengthening needs identified related to this particular partnership}

5. [For full MoU only] WaterAid and Partner’s Policies

WaterAid applies and adheres to high standards and policies within its work to ensure
we behave ethically and hold ourselves accountable to the people, communities and
organisations with whom we work. You will need to exercise judgement around
the contents of this section, depending on e.g. the type of partner, nature,
duration and depth of partnership, nature of activities. However:

Minimum requirement for light touch MoU

 Partner should be made aware of WaterAid’s mandatory and relevant
standards and policies.

Recommendation for full MoU

 Partner should be made aware of WaterAid’s mandatory and relevant
standards and policies,
 Mandatory and relevant policies should be referenced in the MoU.
 Partner should ensure that standards of at least the same rigour are applied in
all collaborative activities
 Flag to WaterAid’s Global Safeguarding Manager if the above isn’t possible for
the Code of Conduct, Safeguarding Code of Conduct and Principles of Child
Safeguarding
 Where possible, WaterAid should provide orientation to the Partner around
these standards and policies

We recommend that all policies relevant to future PPAs should be listed in this
section of the MoU; including global and country-specific policies.

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Collaborative Partners may have relevant policies/standards that they expect

WaterAid to be aware of and to uphold. These should be discussed during the
partnership development process and subsequently referenced in the MoU and
included in any PPAs as agreed.

Global Code of Conduct (or partner equivalent) [mandatory to reference]

WaterAid’s Code of Conduct defines mandatory professional behaviours expected of

anyone working for WaterAid or through a formal partnership or contract with
WaterAid. Within a MoU, Collaborative Partners must be made aware of the Code of
Conduct and must apply standards of at least the same rigour in collaborative
activities covered by the MoU. The Code of Conduct must be cascaded to all partners
and their staff and will be annexed to all PPAs. Depending on the size and capacity of
the organisation, at the formal PPA stage WaterAid’s partners should be prepared to
either:
• Adopt the WaterAid Global Code of Conduct and its subsidiary policies
standards and reporting mechanisms; or
• Provide evidence to be attached of a standard that adequately matches
WaterAid’s. (WaterAid will need to satisfy itself that this is being adhered to or
alternatively provide the necessary supplementary training as a reinforcing
measure); or
• Develop their own standard with WaterAid’s support.
Such standards should at least include:
• Core principles and commitments on ethical behaviours; steps to ensure staff
adhere to the standards; procedures to follow if they learn of any staff acting in
breach of the standards; and reporting.

For all work funded by WaterAid, all relevant partner staff and communities should be
made aware of a separate communication channel to WaterAid for general enquiries
or reporting concerns or complaints.

Safeguarding Partnership Code of Conduct (mandatory to reference and attach)

WaterAid’s Partner Safeguarding Code of Conduct defines mandatory expected
professional behaviours by anyone working for WaterAid or through a formal
partnership or contract with WaterAid. The requirement by WaterAid is that the
Safeguarding Partnership Code of conduct must be cascaded to all partners and their
staff and annexed to all PPAs.
If a Collaborative Partner with a MoU but no PPA cannot commit to operate to
standards of at least the same rigour as set out in our Safeguarding Partnership Code
of Conduct, this should be escalated to WaterAid’s Global Safeguarding Team so that
measures can be put in place to ensure that WaterAid’s Safeguarding expectations
are met within the duration of the MoU.

Principles of Child Safeguarding (or partner equivalent – mandatory to

reference)

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WaterAid’s Principles of Child Safeguarding (updated in 2022) provide guidance and

direction to Country Programmes on the responsibility that WaterAid has to the
children with whom its staff, volunteers, consultants, partners and supporters come
into contact.

Depending on the size and capacity of the organisation, at the formal PPA stage
WaterAid’s partners should either:
• Adopt WaterAid’s Principles of Child Safeguarding and reporting procedures;
• Provide evidence to be attached of a standard that adequately matches
WaterAid’s. (WaterAid will need to satisfy itself that this is being adhered within
the partnering department or alternatively provide the necessary
supplementary training as a reinforcing measure);
• Develop their own standard with WaterAid’s support.

If a Collaborative Partner with a MoU but no PPA cannot commit to operate to

standards of at least the same rigour as set out in our Principles of Child
Safeguarding, this should be escalated to WaterAid’s Global Safeguarding Team so
that measures can be put in place to ensure that WaterAid’s Safeguarding
expectations are met within the duration of the MoU.

Water Quality Policy

If the partnership includes a water service delivery component then this MUST be
included at the PPA stage. It is strongly recommended within a MoU.

Health, Safety & Security

Health, Safety & Security will be agreed within PPAs.

Quality Programme Standards

WA[X] should make sure partners are aware of the Quality Programme Standards
and discuss how these can be applied to the partnership.

Other Policies and Key Documents

It is recommended that WA[X] consider whether or not the following policies are
relevant at the MoU level, within the partnership. They will be relevant within any
PPA.
• Health and Safety in the Office
• Health and Safety in Construction
• Country Programme WASH Access protocol for measuring our contribution to
WASH access – but primarily linked to the agreed results framework that form
a part of current Project Partnerships agreements
• WaterAid frameworks and guidelines (that support the quality programme
standards)

• Financial and Accounting Manual

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• Procurement Policy

5. WaterAid and [ABC’s] Policies

WaterAid has the following policies which it must apply in all its activities. WaterAid
will provide orientation and familiarisation with these policies. All Parties should
ensure they are upholding standards of at least the same rigour as set out within
these policies in all collaborative activities. [delete or add policies as necessary].
 Code of Conduct
 Safeguarding Partnership Code of Conduct
 Principles of Child Safeguarding
 WA[X] Water Quality Policy
 Health and Safety within construction projects funded by WaterAid
 Programme Quality Standards
 Other WA[X] policies and key documents as agreed (give details)
 Relevant [ABC] policies as agreed (give details)

6. [For light touch and full MoUs] Safeguarding [Mandatory]

Safeguarding is a priority for WaterAid. It is important that our partners understand
that WaterAid is obliged to immediately report any incidents, allegations or
suspicions relating to safeguarding and we request and encourage all
collaborators to do the same when working in partnership with WaterAid. A
Safeguarding incident may be a reason to terminate a MoU.

6. Safeguarding
6.1 [ABC] is required to report all incidents, suspicions or allegations of incidents
relating to Safeguarding to WaterAid immediately (no later than 24 hours).
6.2 [ABC] understands that mismanagement of a safeguarding incident may be
cause for WA[X] to terminate this MoU.

7. [Full MoU only] Exit strategy and sustainability plan

The development of an exit or transition strategy and sustainability plan is
particularly relevant for long-term partnerships. However, in all partnerships
consideration should be made to how the partnership will end or transition at the
end of the MoU period. This would include:
• Phase out from partnership
Exit strategies should cater for both planned and unplanned exits.
The aim of the partnership exit strategy is to ensure a smooth transition and limit
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any negative impact on the organisation and its staff due to the end of the
partnership. It should also consider how to sustain the capacity built through the
partnership that is contributing to the WASH sector. Key elements may include,
sourcing funding, organisational development, exploring non-funded partnership
opportunities for future collaboration between the partners (e.g. advocacy,
networks).
The exit strategy may involve extending the MoU to implement the phase out
plans.

7. Phasing-out and sustainability plan for the partnership

7.1 The Parties agree to develop an exit or transition strategy for the partnership
to ensure a smooth exit or transition from the partnership and to limit any
negative impact on either WA[X] or [ABC], on the relationship between them
or on the people and communities that WA[X] and [ABC] works with.
{Insert the specific content and focus of any phase-out strategy or
sustainability plan}

8. [For light touch and full MoUs] Use of Information (mandatory)

• A clause on the treatment of confidential and personal data MUST be
included. This should include the requirement to allow WaterAid to use
personal data for legal and regulatory purposes where necessary (such as
anti-terrorism and anti-money laundering laws and regulations) and donor
compliance.
• A clause on the use of copyrighted materials and trademarks (including
logos) should be included.
• A clause on the ownership and use of intellectual property (e.g. stories,
case studies, joint research, publications, data, technologies) resulting from
the collaboration should be included. The Parties should also agree
whether any products (e.g. a new technology) should be released to the
public domain for use by all.

Consider if it is appropriate to sign a separate Non-Disclosure Agreement

alongside the MoU.

8. Use of information
8.1 Any confidential information or data that is shared by other Parties MUST be
treated in confidence and may not be passed to any third party without written
permission. This clause will be treated as legally binding and shall survive
termination of the MoU. The Parties acknowledge that WA[X] may need to use
personal data (e.g. relating to [ABC]’s directors and staff) for the purposes of
any legal and regulatory and donor compliance; such as terrorism and money
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laundering laws and regulations. If such a need arises, WA[X] will discuss and
agree with [ABC] the legitimate use of personal data for such purposes.
8.2 This MoU does not permit the use of any copyrighted or trademarked
materials without the appropriate permissions, including for the avoidance of
doubt, either Party’s name, trademarks or logos without the prior written
permission of the other Party.
8.3 Intellectual property (e.g. stories, case studies, joint research, publications,
data, technologies) resulting from the collaboration will be owned by the Party
generating such intellectual property, or jointly owned where appropriate and
as agreed between the Parties. The Parties acknowledge and agree that the
intention is that each Party may use each other’s intellectual property that is
directly attributable to the collaboration, with prior written permission and
acknowledgement.
8.4 Neither Party shall use the name of the other in any advertising, promotional,
sales literature, or fundraising documents without prior written consent from
the other Party.

9. [For light touch and full MoUs] Statutory and Legal requirements
(mandatory)

Parties are obliged to abide by all applicable laws under this MoU.

9. Statutory and Legal requirements

9.1. To the fullest extent permissible in law, neither Party shall be liable to the
other for any injuries, deaths, losses or damages caused as a result of its
activities unless and to the extent caused by gross negligence or wilful
misconduct.
9.2 The Parties agree to abide by local and national laws. In particular the Parties
shall comply with all applicable laws, regulations and codes of conduct having
the force of law in connection with this MoU, {insert detail of any relevant local
or international laws – e.g. Data Protection legislation, compliance with legal
and reporting requirements of government}.
9.3 Notices: Any formal notice or other communication (including, but not limited
to, any report, receipt or notice) that is required to be given under the terms of
this MoU shall be in writing and shall be sent by [secure email with delivery
receipt or recorded delivery] to the other Party at the addresses set out below
(as may be amended from time to time):
In the case of WA[X]: Contact name [ ], [office address] [email].
In the case of [ABC]: Contact name [ ], [office address] [email].

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9.4 This MoU shall be subject to the laws of [England] and to the exclusive
jurisdiction of the courts of [England and Wales].

10. [For light touch and full MoUs] Signatories (mandatory)

The MoU MUST be signed off by the key representative for each organisation in
advance of any joint work starting.

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10 Signatories
The undersigned duly authorized representatives of WA[X] and [ABC] have fully
agreed to abide by the arrangements made and conditions set out in this MoU [and
if applicable its annexes]. Executed copies of the signature pages of this MoU
exchanged between the Parties, by facsimile or transmitted electronically in either
Tagged Image Format Files (TIFF) or Portable Document Format (PDF) shall be
treated as originals, fully binding and with full legal force and effect, and the Parties
waive any rights either may have to object to such treatment.

WaterAid [XX] [ABC]

Name: Name:
Title: Title:
Date: Date:

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