A memorandum of understanding (MOU) may be used as a confirmation of agreed upon terms when an oral agreement has not been reduced to a formal contract. It may also be a contract used to set forth the basic principles and guidelines under which the parties will work together to accomplish their goals.
The following is an example of a memorandum of understanding between the American Hospital Association (AHA) and the United States Environmental Protection Agency (EPA) to reduce the impact of health care facilities on the environment:
"The Parties intend to undertake the following activities pursuant to this MOU:
- Virtual Elimination of Mercury Waste. The Parties intend
to work together to develop a Mercury Waste Virtual Elimination Plan that
will set forth a strategy for achieving the goal of virtually eliminating
mercury-containing waste from the health care industry waste stream by
the year 2005.
- Total Waste Volume Reduction. The Parties intend to
work together to develop a Model Waste Volume Reduction Plan that will
assist in reducing the total volume of all wastes (including both regulated
and non-regulated waste) generated by the health care industry, with an
initial goal of achieving a thirty-three percent (33%) reduction in all
health care facilities by 2005 and an overall goal of achieving a fifty
percent (50%) reduction by 2010.
- Seminars. The Parties intend to co-sponsor a series
of Health Care Industry Waste Management Seminars (ASeminars@) to be held
at various locations across the United States. The Seminars will be the
primary vehicle by which technical information on P2 opportunities will
be transferred to the health care professionals, and will focus upon transferring
technical information related to decreasing health care industry waste
volume, minimizing the production of PBT pollutants, improving waste stream
segregation, reducing waste management costs and ensuring regulatory compliance
for regulated waste streams.
- Software Distribution. In order to facilitate the successful
completion of the Seminars and the virtual elimination of mercury-containing
waste, U.S. EPA intends to provide for distribution at the various Seminars
up to 300 copies of the software program entitled "Mercury In Medical Facilities"
that has been developed by Purdue University with assistance from the Region
5 Software Development Unit ("SDU"). Purdue University maintains a copyright
on this software program, but, insofar as the software was developed with
Federal Government assistance, the software may be freely copied and disseminated.
The Parties will mutually decide how the up to 300 total software copies
will be distributed among the various Seminars.
- Industry P2 Information. AHA intends to develop baseline
information on the P2 activities of the health care industry and to monitor
P2 progress over time. To obtain this information, AHA will develop, with
review and comment by U.S. EPA, an information questionnaire to be distributed
to health care professionals by AHA at various times in the future. The
first distribution will be used to determine the baseline P2 information
and subsequent distributions will be used to monitor industry P2 progress.
AHA will gather all responses to the questionnaires. Insofar as U.S. EPA
will not be sponsoring the distribution of the questionnaire, the distribution
of the questionnaire is not subject to the requirements of the Paperwork
Reduction Act ("PRA"), 44 U.S.C. - 3501 through 3520.
- Review of Industry P2 Information. Throughout the duration
of this MOU, the Parties intend to work together to review and compile
the information obtained from the baseline and progress questionnaires
(Item #5). U.S. EPA agrees that, unless required by law, the identity of
any survey participant need not be revealed by AHA to U.S. EPA. From this
information, the Parties will be able to disseminate more effectively P2
information and to monitor the success of the Mercury Waste Virtual Elimination
Plan (Item #1) and the Model Waste Volume Reduction Plan (Item #2).
- Chemical Waste Minimization. The Parties intend to work
together to develop, for various kinds of chemical waste, a Model Chemical
Waste Minimization Plan ("AModel Plan"). The first Model Plan will pertain
to mercury-containing waste ("A Model Plan for Mercury"). The Model Plan
For Mercury is presently being developed by the State of Illinois with
assistance from U.S. EPA. When that plan is completed, U.S. EPA, with comments
from AHA, will make such modifications to the Model Plan For Mercury as
are necessary to reflect current knowledge, best management practices and
any other circumstances experienced by the health care industry. Other
chemical wastes will be addressed by future Model Plans. AHA intends to
disseminate each Model Plan to as wide an audience in the health care industry
as is reasonably possible. Both AHA and U.S. EPA intend to make each Model
Plan available to the public on their respective Internet home pages. Each
such Internet presentation shall properly reflect the relative contributions
of the Parties and any third party (such as the State of Illinois with
respect to the Model Plan For Mercury) to the development of the particular
Model Plan.
- Ethylene Oxide and PBT Pollutant Information. The Parties
intend to work together to investigate P2 opportunities with respect to
ethylene oxide and PBT pollutants.
- Industry Input on U.S. EPA Guidance. To the extent feasible
and practical, U.S. EPA will solicit comments by AHA and the AHA Environmental
Leadership Council (as established pursuant to this MOU) on U.S. EPA's
policies and technical guidance specifically affecting the health care
industry's waste streams. AHA's comments will be limited to the practicality
and feasibility of the matters set forth in the policies and technical
guidance. Such input shall not be sought with respect to any adjudication
or any rulemaking that is subject to the notice-and-comment requirements
set forth in the Administrative Procedure Act ("APA") at 5 U.S.C. ' 553(b).
- AHA Environmental Leadership Council. AHA will develop an
AHA Environmental Leadership Counci ("the Council") that will be responsible
for making recommendations to the AHA on educational and outreach activities,
recommending content experts to participate in programs and/or the development
of products such as the Model Plans, monitoring progress toward established
environmental goals, selecting the award recipients for national recognition
programs, and assisting in the publication of an annual report documenting
the health care industry's progress toward P2.
- Awards/Recognition. The Parties intend to work together to
determine national "success stories" of the implementation of P2 activities
toward health care industry waste generation. Successful P2 activities
shall be recognized by awards or other recognition by U.S. EPA, AHA and/or
the Parties acting jointly.
4.1 The Parties understand that other organizations and/or coalitions
who promote environmentally responsible practices have a vested interest
in the goals described in this MOU. Furthermore, the Parties recognize
that these stakeholders play an important role in the partnership to advance
P2 in the health care industry. In recognition of this fact, the Parties
will allow for the participation of stakeholders in the manner set forth
in Attachment #1 to this MOU.
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5.0 FUNDING
The Parties shall attempt to secure reasonable funding to allow for
the successful completion of the activities described herein. Both Parties,
however, expressly acknowledge that the activities under this MOU shall
be subject to the availability of appropriated funds and personnel of each
Party, or the approval of other sources of funding. Nothing in this MOU
or elsewhere shall be construed as establishing a contract (or other legally
binding commitment) obligating U.S. EPA or AHA to provide money, goods
or services of any kind to any legal entity.
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6.0 AGREEMENTS
In order to foster the successful completion of this MOU, the Parties
agree to the following terms and conditions:
- Each Party pledges in good faith to go forward with
this MOU and to further the goals and purposes of this MOU, subject to
the terms and conditions of this MOU. The Parties shall attempt to resolve
disputes through good faith discussions.
- Either Party may unilaterally withdraw at any time from
this MOU by transmitting a signed writing to that effect to the other Party.
This MOU and the public/private partnership created thereby shall be considered
terminated sixty (60) days from the date the non-withdrawing Party actually
receives the notice of withdrawal from the withdrawing Party.
- By mutual agreement, which may be either formal or informal,
the Parties may modify the list of intended activities set forth in Paragraph
4.0 above and/or determine the practical manner by which the goals, purposes
and activities of this MOU will be accomplished. However, any modification
to any other written part of this MOU must be made in writing and signed
by both Parties or their designees.
- Nothing in this MOU shall be construed to authorize
or permit any violation of any Federal, State or local law imposed upon
the Parties, including, but not limited to, the PRA, APA, or the Anti-Deficiency
Act, 31 U.S.C. - 1342.
- Nothing in this MOU shall be construed to authorize
or permit any violation of any Federal, State or local law, including,
but not limited to, any environmental law administered and/or enforced
by U.S. EPA, by any person, including, but not limited to, any health care
provider organization.
- AHA agrees that it does not expect, nor will it ever
seek to compel from U.S. EPA in any judicial forum, the payment of money,
services or other thing of value from U.S. EPA based upon the terms of
this MOU. The foregoing provision does not in any way affect any legal
rights accruing to AHA by virtue of any other law, contract and/or assistance
agreement.
- AHA understands and acknowledges that, as an institution
of the Federal Government, U.S. EPA has a duty to refrain from providing
any commercial entity an exclusive privilege without receiving payment
therefor and, as a consequence, that U.S. EPA's relationship with AHA in
no way affects, alters or otherwise constrains U.S. EPA's right to provide
similar (or identical) services to, or establish similar (or identical)
relationships with, any other entity.
- AHA understands that U.S. EPA's participation in this
MOU does not constitute an endorsement, express or implied of (a) any policy
advocated by AHA, the Council or any stakeholder; or (b) any good or service
offered or sold by AHA, the Council or any stakeholder.
- Insofar as U.S. EPA's participation in this MOU consists
of rendering technical assistance to accomplish the goals of the MOU, U.S.
EPA expressly reserves the right to abstain from expressing a position,
either formal or informal, on any matter of law, policy or science related
in any way to the subject matter of this MOU, including, but not limited
to, any matter of law, policy or science related to any PBT pollutant.
Nothing in this MOU shall constitute any commitment by U.S. EPA to investigate
or re-investigate any position, either formal or informal on any matter
of law, policy or science.
- AHA shall maintain full right, title and interest in any
intellectual property right, including a copyright, in any work product
developed solely by AHA under this MOU. Intellectual property developed
by AHA with financial assistance from U.S. EPA shall be subject to the
conditions set forth in U.S. EPA's applicable assistance regulations (e.g.,
40 C.F.R. ' 30.36). Any intellectual property developed collaboratively
by the Parties will also be governed by the Federal Copyright Statute at
Title 17 of the United States Code or by the Federal Patent Statute at
Title 35 of the United States Code.
- Information on source reduction received by U.S. EPA pursuant
to this MOU shall be made available to the public pursuant to Section 6606(b)
of the PPA, 42 U.S.C. ' 13105(b)."
