|
|
| (4 intermediate revisions by the same user not shown) |
| Line 1: |
Line 1: |
| − | This [[WorldOpp partnership agreement]] (hereinafter, the ''Agreement'') is made and entered into as of ____________________ ''[Month, Day]'', 2023 (hereinafter, the ''Effective Date'') between [[The Economic Group]] (hereinafter, the ''Corporation''), a Michigan [[non-profit corporation]], or its affiliate organizations such as [[Virginia Institute of Technology LLC]] on behalf of the ''Corporation'', and ____________________ ____________________ ''[[[WorldOpp partner]]'s name]'', a ____________________ ''[State and business type, if different from a self-employed]'' (hereinafter, the ''Ally''; both collectively, the ''Parties''; separately, ''Party''). | + | This [[Educaship partner agreement]] (hereinafter, the ''Agreement'') is made and entered into as of ____________________ ''[Month, Day]'', 2023 (hereinafter, the ''Effective Date'') between [[The Economic Group]] (hereinafter, the ''Corporation''), a Michigan [[non-profit corporation]], and ____________________ ____________________ ''[[[Educaship partner]]'s name]'', a ____________________ ''[State and business type, if different from a self-employed]'' (hereinafter, the ''Ally''; both collectively, the ''Parties''; separately, ''Party''). |
| | | | |
| | The ''Parties'' therefore agree as follows: | | The ''Parties'' therefore agree as follows: |
| Line 195: |
Line 195: |
| | Date | | Date |
| | Date | | Date |
| − |
| |
| − | ==1. Term and Termination==
| |
| − |
| |
| − | 1.1. This ''Agreement'' takes effect on the ''Effective Date'', and remains in full force and effect for one year (hereinafter, the ''Term''). If no one ''Party'' expresses its willingness to end this ''Agreement'' 30 days before the ''Agreement'' ends, the ''Agreement'' prolongs for one more ''Term'' without any limit on the number of the ''Terms'' unless earlier terminated under this section, "[[#1. Term and Termination|1. Term and Termination]]".
| |
| − |
| |
| − | 1.2. Either ''Party'' may terminate this ''Agreement'' for any reason or no reason at all by providing the other ''Party'' written notice 14 calendar days in advance.
| |
| − |
| |
| − | ==2. Ally Services==
| |
| − |
| |
| − | 2.1. During the ''Term'', the ''Corporation'' may engage the ''Ally'' to provide the ''Corporation'' with the ''Services''.
| |
| − |
| |
| − | 2.2. The ''Ally'' shall provide the necessary equipment to perform the ''Services''; the ''Corporation'' cannot be responsible for that equipment. If the ''Ally'' has obtained employees or agents (hereinafter, the ''Ally Personnel''), the ''Ally'' shall be solely responsible for all costs associated with the ''Ally Personnel''.
| |
| − |
| |
| − | 2.3. As a result of providing the ''Services'', the ''Ally'' or ''Ally Personnel'' may create certain one or more work products (hereinafter, the ''Work Product''). Regardless of other ''Work Products'', if any, are, the ''Services'' shall produce documentation including, but not limited to, description of the work done, [[source code]]s, etc.
| |
| − |
| |
| − | 2.4. The ''Ally'' shall notify the ''Corporation'' of any change(s) to the ''Ally's'' schedule that could adversely affect the availability of the ''Ally'', whether known or unknown at the time of this ''Agreement'', no later than 30 days prior to such change(s). If the ''Ally'' becomes aware of such change(s) within the 30 days period, the ''Ally'' shall promptly notify the ''Corporation'' of such change(s) within a reasonable amount of time.
| |
| − |
| |
| − | 2.5. The ''Ally'' shall issue invoices to the ''Corporation's'' accounts payable department within 30 days of completing the ''Services'', unless otherwise instructed by the ''Corporation'', and provide documentation as instructed by the ''Corporation's'' accounts payable department.
| |
| − |
| |
| − | 2.6. The ''Corporation'' shall pay to the ''Ally'' within 30 days of receiving the invoice from the ''Ally''. The ''Corporation'' offers methods of the payments; they are listed in Appendix B to this agreement. The ''Ally'' shall specify the method of the ''Corporation's'' payments. If the ''Ally'' specifies the way, which is not listed in Appendix B as a default, and some expenses and third-party fees are associated with that payment way, the ''Ally'' is responsible for those expenses and fees.
| |
| − |
| |
| − | 2.7. Neither the ''Services'' nor ''Work Product'' shall include, rely on, and/or imply any proprietary licenses or commercial restrictions. If some software is needed to support the ''Services'' or be a part of the ''Work Product'', this software must be [[open-source]] only. If the intellectual property of that software is not in the public domain, the ''Ally'' needs to seek the ''Corporation's'' approval on its use prior to the use.
| |
| − |
| |
| − | 2.8. Neither the ''Services'' nor ''Work Product'' shall include, rely on, and/or imply any external resources such as libraries, fonts, icons, images, or other files outside of the ''Work Product''. The ''Work Product'' shall be fully functional while being operated offline.
| |
| − |
| |
| − | ==3. Orders==
| |
| − |
| |
| − | 3.1. To engage the ''Ally'', the ''Corporation'' uses official work requests (hereinafter, the ''Orders''). The ''Ally'' may accept, decline, or request to clarify the ''Orders''.
| |
| − |
| |
| − | 3.2. Any of the ''Orders'' shall contain one or more subject matters (hereinafter, the ''Subject Matter'') that the ''Corporation'' requests the ''Ally'' to render. The ''Subject Matter'' can be either (a) a [[statement of work]] or another description of services or (b) request for time availability.
| |
| − |
| |
| − | 3.3. In order to be the ''Order'', in addition to other requirements stated in Section [[#9. Communications|9. Communications]] of the ''Agreement'', any of the ''Order'' shall have the word, "Order" or "Orders", in the title.
| |
| − |
| |
| − | 3.4. The ''Orders'' may or may not indicate special work compensation proposal, normally, money that the ''Corporation'' agrees to pay for the ''Services'' that the ''Corporation'' requests the ''Ally'' to perform. The compensation model may be based on (a) specified rate, for instance, per hour of consultation, per translated word, or per processed image; in the case of specified rate, the ''Ally's'' compensation depends on the amount of services rendered; (b) fixed-price project to produce the specified deliverable or deliverables; in the case of fixed-price project, the ''Ally's'' compensation depends on the acceptance of the deliverables or another specified success of the project; or (c) combination of both, for instance, guaranteed specified rate and bonus in the case of project success.
| |
| − |
| |
| − | 3.5. Unless the ''Corporation'' specifies the compensation in the ''Orders'', the work performed by the ''Ally'' shall be compensated at the rate, stated in Appendix A to this ''Agreement''. In that case, the ''Order'' shall state the number of paid hours that the ''Corporation'' authorizes the ''Ally'' to work. The ''Order'' that specifies neither the compensation nor the number of authorized hours is invalid.
| |
| − |
| |
| − | 3.6. The ''Orders'' shall be treated as Appendixes to this ''Agreement''. To file them, they shall be indexed using the "S-[four-digit-year]-[two-digit-month]-[two-digit-day]" format. If more than one ''Order'' is sent in one day, the index shall also include the ordinal number; for example, "S-2023-07-12-2". No ambiguity in indexing may serve as an excuse for dismissal of any of the ''Orders''.
| |
| − |
| |
| − | ==4. Independent Ally Status==
| |
| − |
| |
| − | 4.1. The ''Parties'' intend that the ''Ally'' and any ''Ally Personnel'' be engaged as independent contractors of the ''Corporation''. Nothing contained in this ''Agreement'' will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
| |
| − |
| |
| − | 4.2. The ''Ally'' may not act as agent for, or on behalf of, the ''Corporation'', or to represent the ''Corporation'', or bind the ''Corporation'' in any manner.
| |
| − |
| |
| − | 4.3. The ''Ally'' will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the ''Corporation''.
| |
| − |
| |
| − | 4.4. The ''Corporation'' shall not be responsible for federal, state and local taxes derived from the ''Ally's'' net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the ''Ally''.
| |
| − |
| |
| − | ==5. Ownership==
| |
| − |
| |
| − | 5.1. The ''Ally'' transfers and assigns to the ''Corporation'' all rights, titles and interests throughout the world in and to any and all ''Work Product''. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the ''Work Product'' in any way the ''Corporation'' sees fit.
| |
| − |
| |
| − | 5.2. The ''Ally'' cannot include any personal and/or contact information other than the ''Corporation's'' and/or authorized by the ''Corporation'' in any part of the ''Work Product'' and/or dispose while rending the ''Services''.
| |
| − |
| |
| − | 5.3. The ''Corporation'' grants the ''Ally'', a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the ''Work Product'' on a platform personally controlled, in whole or in part, by the ''Ally''. The ''Ally'' shall notify the ''Corporation'' about the display or displays. The ''Corporation'' may revoke this license at any time by requesting some alternation or the removal of the ''Work Product'' displayed by the ''Ally''. Upon such request, the ''Ally'' shall alternate or remove the ''Work Product'' from the platform, and provide written notification of such alternation or removal.
| |
| − |
| |
| − | 5.4. The ''Ally'' grants the ''Corporation'', a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the ''Contrator''<nowiki>'</nowiki>s information on a platform personally controlled, in whole or in part, by the ''Corporation''. The ''Corporation'' shall notify the ''Ally'' about the display or displays. The ''Ally'' may revoke this license at any time by requesting some alternation or the removal of the ''Contrator''<nowiki>'</nowiki>s information displayed by the ''Corporation''. Upon such request, the ''Corporation'' shall alternate or remove the ''Contrator''<nowiki>'</nowiki>s information from the platform, and provide written notification of such alternation or removal.
| |
| − |
| |
| − | ==6. Representations==
| |
| − |
| |
| − | Both ''Parties'' represent that they are fully authorized and empowered to enter into this ''Agreement'', and that the performance of the obligations under this ''Agreement'' will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.
| |
| − |
| |
| − | ==7. Indemnification==
| |
| − |
| |
| − | The ''Ally'' shall defend, indemnify, and hold harmless the ''Corporation'', its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the ''Ally's'' representation and services under this ''Agreement''.
| |
| − |
| |
| − | ==8. Confidential Information==
| |
| − |
| |
| − | 8.1. Each ''Party'' (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other ''Party'', including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving ''Party'' reasonably should know is confidential (hereinafter, the ''Confidential Information'') as confidential and protect the ''Confidential Information'' with the same degree of care as each ''Party'' uses to protect its own ''Confidential Information'' of like nature.
| |
| − |
| |
| − | 8.2. The ''Confidential Information'' does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving ''Party'' or its representatives); (ii) is available to the receiving ''Party'' on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the ''Confidential Information''; or (iii) has been independently acquired or developed by the receiving ''Party'' without violating its obligations under this ''Agreement'' or under any federal or state law.
| |
| − |
| |
| − | 8.3. The ''Ally Personnel'' shall not access any ''Confidential Information'' without a separate [[non-disclosure agreement]] between the ''Corporation'' and an individual who is a part of the ''Ally Personnel'' and who needs that access.
| |
| − |
| |
| − | ==9. Communications==
| |
| − |
| |
| − | 9.1. All the communications between the ''Parties'' that are related to this ''Agreement'' most likely occur electronically.
| |
| − |
| |
| − | 9.2. Email communication is the only official. The ''Parties<nowiki>'</nowiki>'' email addresses are stated in Appendix C to this ''Agreement''. To be relevant to this ''Agreement'', the emails must have words "Bskol", "Careerprise", and/or "iDosvid" and "Contract" in their titles. Then, they can be presented during possible litigation.
| |
| − |
| |
| − | 9.3. Unless another arrangement is negotiated, the ''Ally'' shall provide the ''Corporation'' with weekly reports on (i) what work has been done within the last week, (ii) what work is going to be done within the current week, and (iii) what problems, if any, the ''Ally'' seeks to be solved on the ''Corporation's'' side.
| |
| − |
| |
| − | 9.4. Unofficial communications such as discussions and negotiations may occur via recorded or unrecorded conferences, publications, etc.
| |
| − |
| |
| − | 9.5. The ''Parties'' plea to try, sincerely and in a good faith, to resolve any disputes that may occur between the ''Parties'' before any possible litigation.
| |
| − |
| |
| − | ==10. Limited Warranty==
| |
| − |
| |
| − | 10.1. The ''Ally'' does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.
| |
| − |
| |
| − | 10.2. The ''Ally'' warrants that all services are be performed in a professional manner in accordance with generally applicable industry standards and laws. That provision includes, but not limited to, the respect to third-party intellectual properties, open-source software licenses, etc.
| |
| − |
| |
| − | 10.3. Between the ''Parties'', the ''Ally's'' sole liability (and the ''Corporation's'' exclusive remedy) for any breach of this warranty shall be for the ''Ally'' to re-perform any deficient services, or, if the ''Ally'' is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. The ''Ally'' shall have no obligation with respect to a warranty claim if the claim is the result of third-party hardware or software malfunctioning, the actions of the ''Corporation'' or some other party or is otherwise caused by factors outside the reasonable control of the ''Ally''.
| |
| − |
| |
| − | 10.4. This section, "[[#10. Limited Warranty|10. Limited Warranty]]", is a limited warranty, and sets forth the only warranties made by any ''Party''. Any ''Party'' makes no other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties or merchantability, fitness for a particular purpose or non-infringement or any warranties regarding the performance of anything provided or installed by the ''Ally''.
| |
| − |
| |
| − | ==11. Miscellaneous Provisions==
| |
| − |
| |
| − | 11.1. This ''Agreement'', and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the ''Parties'' with respect to the subject matter of this ''Agreement'', and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the ''Parties'', preceding the date of this ''Agreement''.
| |
| − |
| |
| − | 11.2. This ''Agreement'' may be amended only by written agreement duly executed by an authorized representative of each ''Party''. To alternate any Appendix unilaterally, one ''Party'' shall notify another ''Party'' no fewer than 30 days before the change. The alternation of Appendices may not effect the work conditions for those ''Orders'' that have already been accepted.
| |
| − |
| |
| − | 11.3. If any provision or provisions of this ''Agreement'' shall be held unenforceable for any reason, then such provision shall be modified to reflect the ''Parties<nowiki>'</nowiki>'' intention. All remaining provisions of this ''Agreement'' shall remain in full force and effect for the duration of this ''Agreement''.
| |
| − |
| |
| − | 11.4. This ''Agreement'' shall not be assigned by either party without the express consent of the other party.
| |
| − |
| |
| − | 11.5. A failure or delay in exercising any right, power or privilege in respect of this ''Agreement'' will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
| |
| − |
| |
| − | 11.6. This ''Agreement'' is be governed by and construed in accordance with the laws of the State of Virginia without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this ''Agreement'' will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the Commonwealth of Virginia. Each ''Party'' hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the Commonwealth of Virginia.
| |
| − |
| |
| − | The ''Parties'' are signing this ''Agreement'' electronically on the dates stated below.
| |
| − |
| |
| − | The ''Corporation''
| |
| − |
| |
| − | *By: ____________________ ''[Signature]''
| |
| − | *Name, title: Gary Ihar, director
| |
| − | *Date: ____________________ ''[Month, Day]'', 2023
| |
| − |
| |
| − | ____________________ ____________________ [the ''Ally'' name]
| |
| − |
| |
| − | *By: ____________________ ''[Signature]''
| |
| − | *Name, title: ____________________ ____________________ ''[Ally's name and, if the ''Ally'' represents an organization, title]''
| |
| − | *Date: ____________________ ''[Month, Day]'', 2023
| |
| − |
| |
| − | ==Appendices==
| |
| − | ===Appendix A===
| |
| − | :Unless the ''Orders'' specify another rate, the default rate for the ''Services'' is ____________________ ''[Number]'' US dollars per hour.
| |
| − |
| |
| − | ===Appendix B===
| |
| − | :The ''Ally'' uses ____________________ (''by default, [[Payoneer]] or [[PayPal]]'') to bill the ''Corporation''.
| |
| − |
| |
| − | ===Appendix C===
| |
| − | :For the purposes of this ''Agreement'', the ''Corporation's'' email is ____________________ ____________________ ; the ''Ally's'' email is ____________________ ____________________ .
| |
This Educaship partner agreement (hereinafter, the Agreement) is made and entered into as of ____________________ [Month, Day], 2023 (hereinafter, the Effective Date) between The Economic Group (hereinafter, the Corporation), a Michigan non-profit corporation, and ____________________ ____________________ [Educaship partner's name], a ____________________ [State and business type, if different from a self-employed] (hereinafter, the Ally; both collectively, the Parties; separately, Party).
The Parties therefore agree as follows:
- The Corporation may request the Ally to perform services (hereinafter, the Services) for the Corporation and, if so, promises to compensate the Ally; and
- The Ally shall either reject the Corporation's offers or perform the requested services; and
In their actions or lack of actions under that Agreement, the Parties shall follow the conditions, procedures, and provisions as follows.
Strategic Partnership Agreement
Introduction and Principles
The participants in this agreement have historically shared numerous long term interests. prior to this agreement we had several years of joint activities; and it is our fundamental goal in making this compact that both partner organizations provide the same levels of operational and program support to each other as demonstrated in their history for as long as it is in effect. We seek to stress our intentions that the specific details of this agreement are points for cooperation, not ends in themselves.
The signatories intend to provide a framework that will pass this legacy of cooperation to our future leaders.
Agreement
1
This Strategic Partnership Agreement, herein called the “Agreement” , is by and between Minnesota Science Fiction Society, herein called “MnSTF” and The Geek Partnership Society (formerly The Minnesota Society of Interest in Science Fiction and Fantasy), herein called the “S ociety”. The parties for themselves, their heirs, legal representatives, successors, and assigns, agree as follows.
2
This Agreement in whole or in part will commence January 16, 2018 a nd will continue in full force and effect until terminated by either party providing written notice of termination to the other. Notice of termination must be given not less ninety (90) days in advance of a termination date.
Any portion(s) of the Agreement which fall inside of such notice will remain in force and effect. In addition, this agreement may be terminated on written notice that either party files, or has filed against it, a petition for bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
3
This Agreement in whole or in part may only be amended by documents signed by designees of both parties. Copies of the agreement, and any agreed-upon amendments, shall be made publically available upon request. Those portions of the agreement with expiration dates may be renewed by the parties through amendment or new agreements.
4
In the implementation of this agreement, the parties understand:
a
Specific departments or roles mentioned below are references to particular functions in each organization, and should any be renamed or otherwise redefined, the most appropriate “successor” role will serve for these purposes.
b
Any terms or procedures written to implement specific provisions below remain subject to the terms and limitations of this agreement.
c
The rights and obligations of the organizations under this agreement are not transferable to or assignable to another organization without the consent of both parties.
d
This is an agreement between equals, each serving our community through individual missions, respecting the mission and programs of the other.
e.
The Society is committed to serving a diverse and active “ecosystem” of local fan organizations, each with their own identity and mission. The Society and MnStf are each responsible for its own mission, programs, and internal governance.
The parties will mutually support each other in the following ways
1
Endorsement. Each will generally and, where appropriate, specifically support and endorse the other’s program and mission, and encourage its participants and site visitors to do so likewise.
2
Acknowledgement. Where applicable, promote one another as a strategic partner organization.
3
Sponsorship. List the other as a partner in event marketing promotional efforts (e.g. joint-event-related press releases, public service announcements, program booklets, event signage, websites, and other promotional materials) as appropriate. Partner text or images should be linked to the appropriate web page(s).
4
Board Liaison. Each will assign a board-level liaison to provide coordination and dialogue for any and all issues under this agreement. These channels will be used regularly to maximize the opportunities for mutual support and effectively address issues of concern.
5
Staff Liaison. Each will assign a staff-level point of contact who shall be the primary individual responsible for coordinating convention-specific activities.
6
Website. Links and/or content on the website(s) presenting the partner’s mission and highlights from their collection of programs, with content developed cooperatively.
7
Newsletters. Upon request, either party may include news in the other's newsletters. Each shall provide the other with deadlines and points of contact to facilitate such inclusion.
8
Special Notices. When mutually agreed upon, and with at least 15 calendar days advance notice, one will disseminate an email broadcast to their mailing list for promotion of the other's events.
9
Logistics. For events involving both organizations, appropriate staff will confer to ensure logistical support and timing for transport of necessary assets.
10
Merchandising. Where branded merchandise is sold, the Merchandising representative(s) from each organization will confer about selling the other's product. A detailed inventory and price list is to be coordinated between staff. Unsold items, sales records, and revenue will be returned within 30 days of the event. Applicable sales taxes, if any, are the responsibility of the agent selling the merchandise, and deducted from the funds remitted. Standing cross-sales arrangements may be adopted at the parties’ mutual discretion, to be negotiated in a memorandum of understanding as appropriate.
MnSTF will provide
1
Event Programming. Appropriate function space and scheduling for at least one programming event may be made available during the largest convention each year. Locations and timing will be determined in consultation with the convention Programming department. Additional programming or events will be permitted as resources permit; implementation will be negotiated at a staff level.
2
Fundraising. Function space to operate a joint Charity Auction at the largest convention each year, with the proceeds to distributed evenly between the Society and MnSTF. Staffing for this function shall be a joint responsibility of the Society and MnSTF.
3
Room Party. An appropriate, high-visibility room in the primary event hotel for the largest convention each year, for the celebration and promotion of Society events and activities throughout the event, with exact location to be determined by convention staff after consultation with the Society staff. MnSTF will pay for two room nights for the Society’s party room.
4
Ceremonies. The opportunity for the Society to promote Society events at the opening or closing ceremonies of the event. The Society must inform the the largest convention each year Staff Liaison at least one calendar week prior to the convention if they wish to participate in Opening or Closing ceremonies and will follow the guidelines established for the ceremonies.
5
Souvenir Book. One standard size ad will be provided to promote the Society in the Souvenir (or equivalent) book for the largest MnSTF convention each year. Standard sized ad may vary year to year at the discretion of the MnSTF Publications head.
6
Service Fees. In each calendar year of this agreement, MnSTF will convey $200 to the Society.
The Society will provide
1
Community Building. MnSTF will be invited to participate in any community-building events run as part of the Society’s community building mission. Such programs may include networking, training, talent and resource searches, and inter-organizational programs bringing MnSTF staff and leadership in contact with others in the community for mutual benefit.
2
Asset Management. The Society will facilitate the loan or rental of MnSTF equipment to third parties at rates and terms to be set by MnSTF. Terms are to include what equipment is available for use, Society’s use of said equipment, any compensation due to the Society, and any limitations on availability. MnSTF remains free to effect such loans or rentals independently. Arrangements made by either party are to be communicated to the other to prevent scheduling conflicts.
3
Reclamation. The Society can facilitate the sale of unclaimed works sold at art shows or other assets according to terms set by MnSTF. Recovered funds are payable to MnSTF directly.
4
Programming. Presentation, programming, or event opportunities at the convention. Details to be worked out between the Society and convention staff at the discretion of relevant convention department Head(s) or the convention leadership.
5
Resource Hunting. The Society will facilitate, where possible, MnSTF’s needs for volunteer expertise, equipment, or other operational needs.
6
Mailbox Services. The Society will provide to MnSTF a mailslot in the locked office to receive mail, and will receive large parcel shipments on MnSTFs behalf by arrangement.
7
Equipment. The Society will provide data connections and access to Society owned equipment (as available) to facilitate on-site events.
8
Use of Facility. A s a Strategic Partner MnSTF will be able to rent space at the center for the lowest tier rate.
9
Designated space. The Society will make available space for storage.
10
Non-Profit Movie Screening Permission. MnSTF may use the license(s) provided to the Society for the purposes of screening films at its conventions. Screening permissions that fall outside of the scope of the Society’s license(s) is the sole responsibility of the MnSTF convention staff.
Mediation/Arbitration:
Any claim or controversy arising under this Agreement which cannot be resolved by the parties through direct communication without mediation shall be promptly submitted to mediation. If, after good faith efforts by the parties, the matter cannot be resolved by mediation, the matters shall be resolved by binding arbitration.
Entire Agreement
This agreement constitutes the entire agreement among the parties. It supersedes any prior agreement or understandings among them, and it may not be modified or amended in any manner other than as set forth herein.
Governing Law
This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Minnesota.
Separability
In case any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the Partners have entered into this Agreement:
For Geek Partnership Society
For MnSTF
_____________________________________
_____________________________________
Signature
Signature
_____________________________________
_____________________________________
Name & Title
Name & Title
_____________________________________
_____________________________________
Date
Date
