Intent of the Parties

Procedures for Negotiating and Concluding International Agreements
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continued and/or substantial cooperation in the conduct of a particular program or

activity, such as scientific, technical, or other cooperation, including the exchange or

receipt of information and its treatment, or the pooling of data. However, individual

research grants and contracts do not ordinarily constitute international agreements.

Likewise, regular exchanges of correspondence and agreements to conduct single

activities, such as a workshop, likely would not meet the significance test.

iii. Specificity, including objective criteria for determining enforceability.

International agreements require precision and specificity in the language setting forth

the undertakings of the parties. Accordingly, DoS does not normally consider

undertakings couched in vague or very general terms that lack criteria for determining

enforceability or performance to be international agreements

iv. Necessity for two or more parties. While unilateral commitments on occasion may be

legally binding, they do not constitute international agreements.

v. Form. Unlike the preceding four criteria, form by itself is not determinative of whether

a particular text constitutes an international agreement. For example, the title alone

will not determine whether a particular text constitutes an international agreement. On

the other hand, failure to use the customary format throughout a document may

constitute evidence of a lack of legally binding intent.

(b) Intent of the Parties. Legally binding intent is an essential criterion of international

agreements. A proposed international agreement must contain language evincing the

intention of the parties to be legally bound under international law. This is a criterion not

found in political statements or undertakings (where there is no intention to create legal

obligations) or contracts (where the intent may be to create legal obligations, but not ones

subject to international law). Although there is no single word or "magic phrase" that

automatically determines the existence of legally binding intent, the use of binding

language anywhere in a text may be considered as evidence that an international

agreement is intended, for which C-175 authority would be required. Enclosure (3) lists

some examples of terms that the DoS generally views as indicative of legally binding

versus non-binding intent.