Contracts serving as cornerstones for international collaboration of HEIs

In today’s higher education landscape global cooperation is becoming an increasingly essential part of the institutions’ strategic goals. Existing partnerships are being modified, and new networks and operational models are being built. International activities cut across the entire higher education community, affecting students as well as teaching, research, education export and other areas of expertise.

The scope of activities is broad: it can range from working with individual partners from the home country to managing entire campuses or large research projects abroad. Building and maintaining smooth international collaboration requires a wide range of competencies, such as the ability to network, negotiate, and manage within a multicultural framework.

The idea for this article emerged from regular engagement with international legal matters in our everyday work at Haaga-Helia. We have recognised through experience that there are multifaceted perspectives to be addressed and challenges requiring solutions in a HEI setting. We are motivated by an intention to help those who are involved in building contracts but are not yet deeply familiar with the key issues. Even though the matters discussed are not exhaustive, they are aimed at providing a useful framework for orienting oneself within the subject area.

In the following, the importance of contracts will be discussed, and light will be shed on contractual expertise as one key area of international operations in a higher education institution (HEI).

Minimising risks and ensuring consensus

International collaboration often takes place across different cultural environments, each with its own set of values and norms. For the collaboration to be successful, a common basis of ethical standards of those involved is necessary. The cooperating parties need to be aware of the ethical norms of the counterparts and of any possible conflicting values. Different legal systems of the parties’ countries can also pose challenges for international collaboration, e.g., in terms of contracts or legal procedures, data management, storage and access.

As an example, the personal data protection legislation may vary a lot between countries, both in terms of requirements and sanctions. Moreover, certain national contexts are more permissive or pose stricter research norms than others. Even though the basic framework of academic integrity is widely recognised, the detailed guidelines may vary. The approaches to misconduct may range from advisory interventions to strict penalties.

In practice, one must assess the collaboration at the beginning and on a regular basis, balancing values such as the expected outcome of the collaboration with moral, ethical and legal considerations (Dusdall & Powell 2021).

In a national context, it has to be taken into account that some research and teaching areas are or might be controversial or even illegal in certain countries. Therefore, special caution needs to be taken when developing research or thinking about expanding international collaboration (Shih 2023).

HEIs should have a clear plan about internationalisation. The plan should be easily accessible and observe risk assessment and due diligence considerations. HEIs cannot forget that if collaboration happens in a country with higher risks, it might expose teachers and other staff for several risks. In such circumstances, HEIs should always explore alternative ways of meeting the aims of the research or teaching. In international collaboration in the HEI world, there are a number of considerable administrative and legal issues which may be troublesome for future development. These include, for example, different academic calendars and legal barriers. (Shih, Gaunt, & Östlund 2020.)

In the preparation of the contracts, it is advisable to involve colleagues in the HEI who have specific competencies in the areas of the contract and seek external expertise if needed. Using AI is possible as a supportive tool, but it cannot recognise all the details or nuances of the contractual contexts.

Contracts are necessary in international cooperation

Contracts can be a valuable tool in international cooperation. Contracts prevent future issues regarding collaboration, and make sure that the legal barriers are taken care of. With a deficient contract or the absence of a contract, there is a risk of losing even valuable material, and future collaborations will quickly fall apart if the other party’s information becomes public. This might happen, for example, if the conditions regarding intellectual property rights are not carefully taken care of.

One of the most important things to consider, even before drafting the contract, is to negotiate the language of the contract. It should always be a language that both parties of the contract can understand. Special consideration needs to be given when contracts are drafted in different languages. Sometimes the other party might want to draft the contract also in their own language. In these situations, at least a certified translator should be used. For clarity’s sake, it is a good idea to mention which language is the prevailing one (Lehtonen 2021).

The role of students

One of the cornerstones that should be kept in mind when drafting international contracts in a HEI context is the role of students. Often, one might forget that when drafting contracts that concern studying, students’ rights have to be properly taken into account.

For instance, when building double or joint degrees, the agreement should address criteria for admission, assessment, grading, appeals, tuition fees, awarding certificates and code of conduct, to name but a few. Again, in agreement negotiations it should be made sure that students’ rights for, e.g., academic advising, support services, personal data protection are considered, as well as how the students’ position is safeguarded if there are major changes in the degree programmes after enrollment.

Some of the more detailed components can be added as an attachment to the actual contract, and in that way avoid the need to update the whole contract if there is only a change in, e.g., assessment criteria.

The question may arise what happens to the students if the other party decides to terminate the contract before the end of the contract. It should therefore have a condition where the party recognises its responsibilities and commitments to existing students and agrees to allow the students actively studying at the time of notice of termination to complete their programme within the norm study time. Upon successful completion, then, each student shall be entitled to receive the academic transcript and the degree certificate for which they are registered.

The aim of careful contract operations

Choice of law is usually one of the most argued conditions regarding contract negotiations under international cooperation: which law is the contract governed under and where possible disputes will be resolved.

Not all legal systems are similar to the Finnish system and compensations are in the billions and judgments may involve personal punishments affecting freedom, body or life. Regarding the agreement and the appendices, the order of priority must be defined for how to act if the content of the documents contradict each other. Legislation may require the conclusion of agreements under the threat of a fine, such as for instance a data processing agreement when outsourcing the processing of personal data. (Lehtonen 2021.)

The aim of careful contract operations can be defined as a nutshell for securing key rights related to the following:

• arrangements to be decided and their implementation
• avoidance of unreasonable liability risks
• resolving validity issues
• resolving contractual conflicts
• consideration of needs related to dispute resolution

Conditions to observe

Now we could look at different conditions of the contract a little closer. A choice of law clause in a contract allows the parties to specify which jurisdiction’s laws will govern their agreement. This clause is important for contracts involving parties from different jurisdictions as it provides clarity and predictability in case of a dispute. By specifying a governing law, the parties can avoid lengthy and costly legal disputes over which jurisdiction’s laws apply.  Choice of law is often not actualised between domestic contractual partners. (Lehtonen 2021.)

Attention should be paid to choice of law if the parties are from different contracting states. From the point of view of higher education, the Nordic countries, Switzerland and Belgium are certainly legally secure and acceptable countries for choice of law. In general, European laws are valid depending on the situation (not England, however, because it has a common law system).

However, we are generally not familiar with foreign laws, so best to use only those generally used in international agreements, such as Switzerland and Belgium. It is not advised to lean on, e.g., the laws of Arab countries or India. In general, laws with great uncertainties about the forms or amounts of punishments are naturally very unwise choices. District court or arbitration? Arbitration awards from all countries are not enforced in Finland. The same is true for the other party, i.e., a win in the arbitration court, may not lead to enforcing the judgment in the home country of the other party.

When parties disagree

In a situation where the contracting parties have not agreed upon applicable law (this situation should not be the case, since this can lead to substantial arguments and court proceedings) the uniform rules on choice of law give guidance.

In these unfortunate situations rules for choice of law in contractual relations are stipulated in the regulation of the European Parliament and of the Council on the law applicable to contractual obligations, and this is called the ‘Rome I regulation’. The Rome I regulation aims to make sure that the rules for choice of law in the European Economic Area are uniform and foreseeable. Sometimes even the Rome I regulation does not give guidance and have the rules for the exact situation. If this is the case, then the contract shall be governed by the law of the country where the characteristic performance required by the contract is performed. (Fondia 2025.)

Personal data protection in a nutshell

International collaboration and contracts cannot be looked into without mentioning transfers of personal data out of the European Economic Area. Usually with international collaboration in HEIs, personal data is always included on some levels. Transferring personal data out of the European Economic Area requires an appropriate basis for the transfer and compliance with the other requirements imposed by data protection legislation. If personal data is transfered out of the EU and EEA, there might not be the same protection level as in EU with GDPR. (Regulation (EU) 2016/679 of the European Parliament and of the Council.)

Such transfers can cause risks for the persons whose data has been transferred, and their data might not be as protected as it should. Therefore, the GDPR provides conditions applied to the bases for transferring personal data out of the EEA to third countries or international organisations (Tietosuojavaltuutetun toimisto 2025).

Typically, the HEI transfers students’ and staff members’ personal data. We will dive more deeply into the world of personal data protection in our next article and discuss the obligations and restrictions that consider transferring staff members and students’ personal data.

Before diving into the last topic, we remind readers to update the existing contract. Sometimes the lifespan of the contract might be several years, and changes, e.g., to the curriculum of the double degree programme concerned or even to the legislation governing the contract might occur. It is important to remember that after the contract has been signed, checking its conditions from time to time is essential. Generally, if modifications occur, all the parties involved need to mutually agree upon them. Document the changes in writing to ensure clarity and enforceability, especially if the original contract includes a clause requiring written amendments (Fondia 2025).

Navigating the end of contracts successfully

Termination of the contract must be clearly stated in such a way that it is not possible to interpret it differently. Accuracy is especially required in situations where there are ancillary agreements, e.g., computer programmes connected to a device with a separate agreement. In such situations, an unwelcome surprise may be encountered when the second contract cannot be terminated immediately.

Good conditions tell when to give notice and what the time is for the contract to end. In general, it is good for both sides to get out of the contract reasonably. Termination of the contract differs from cancellation in that there is no notice period, but the contract ends immediately. Termination and cancellation are often confused as terms, and termination is defined both as requiring a notice period and, under certain conditions, terminating the contract immediately. However, the content of the condition is important, not the terms. (Lehtonen 2021.)

After termination, the contract is no longer actively used. However, some of the terms of the contract remain valid even if the contract has been terminated. Such conditions are confidentiality, compensation for damages, intellectual property rights, choice of law and place of justice (Lehtonen 2021). Thus, for instance, educational material that has been shared might not be used further without the consent of its creating party. Again, there may be plenty of confidential information concerning students and their accomplishments that must be securely maintained for a certain time.

Concluding remarks

This discussion has now covered some of the considerations that a HEI may face when building contracts for its international collaboration. However, this article only touches the most common issues that a person drafting a contract might encounter. International collaboration and contracts regarding it require a lot of small details to be taken care of.

Due to the complexities of international law, careful consideration of factors like governing law, dispute resolution, and payment terms are essential. Especially in international collaboration, the awareness of potential cultural and language barriers is important for clear communication and effective contract drafting, and the way towards fruitful collaboration in the future.

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