Educaship partner agreement

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, 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).

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 T​he 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

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".

1.2. 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 codes, 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 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'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's information displayed by the Corporation. Upon such request, the Corporation shall alternate or remove the Contrator'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' 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", 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' 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 ____________________ ____________________ .