General Agreement {AGR-310}

GENERAL AGREEMENT Between (insert Name) having it?s business office at (insert address) hereinafter referred to as party of the first part and (insert name) having it?s business office at (insert address), hereinafter referred to as party of the second part. Recitals: The party of the first part and the party of the second part hereby agree upon the following terms and conditions as set forth in this General Agreement. PURPOSE 1. (insert the purpose of the agreement ) ADMINISTRATION 2. The administrative responsibilities for implementing this Agreement shall be carried out by at the (insert the name) AREAS OF COOPERATION 3. Describe the areas of the cooperation. 4. Implementation of the activities contemplated by this Agreement depends upon the ability of the parties to successfully secure adequate funding to support the activities. All terms and commitments set forth in this Agreement shall be subject to the parties entering into mutually satisfactory written agreements, as appropriate, and arriving at financial arrangements suitable to each institution. 5. Describe the minimum commitments if any from the side of party of the first part. 6. Describe the minimum commitments if any from the side of party of the second part. DURATION AND TERMINATION 7. This Agreement is entered into for the five-year period commencing 2 . However, this Agreement may be terminated by either parties by written notification duly signed by an authorized official of the notifying party. Such notice of termination must be received by the other party no later than (insert the date) of the year in which the termination is to become effective. Following such notice, the termination shall be effective at the conclusion of the calendar year. In addition, each party shall have the right to terminate this Agreement upon sixty (60) days notice where the other party has breached any of its obligations under this Agreement and such breaching party fails to remedy such breach within the sixty (60) day notice period. MERGER 8. Where the programs contemplated by this Agreement are subsequently implemented through a separate agreement, all applicable provisions of this Agreement shall be incorporated into and made a part of the subsequent agreement. FORCE MAJEURE 9. The parties agree that, if by reason of strike or other labor disputes, civil disorders, severe weather, acts of God, or other unavoidable cause beyond the control of the party seeking to invoke this paragraph, either party is unable to perform its obligations, such non-performance shall not be considered a breach of this Agreement. COMPLIANCE 10. Each Party agrees that in connection with this Agreement that it will abide by applicable laws and regulations. No Party will offer, promise or give, directly or indirectly, anything of value to any government official, political party official, political candidate, or employee thereof or to any third party while knowing that such item of value or any portion thereof may be offered, promised, or given to a government official, political party official, political candidate, or employee thereof for the purpose of obtaining or retaining business. Each Party specifically agrees that in connection with this Agreement, it will take no action, or omit to take any action, which would cause another party to be in violation of the applicable laws of the United States, including the U.S. Foreign Corrupt Practices Act and/or any local laws regarding bribery. ANTI-BOYCOTT LAWS 311. Each Party agrees not to take any action that would cause another Party to be in violation of United States antiboycott laws and regulations or sanction programs or to participate or cooperate, directly or indirectly, in an international boycott in any manner that could result in penalties under United States law. DEBARMENT/NON-CRIMINAL CERTIFICATION 12. The Parties represent and certify that neither the Parties nor their officers, board members nor agents involved in the Program have been convicted of crimes involving theft, fraud, bribery, corruption or moral turpitude and that each is not now listed by any government agency as being debarred, suspended or proposed for debarment or suspension. CHOICE OF LAW/FORUM 13. This agreement shall be governed by the laws of (insert the name), of the United States of America, without regard to conflicts of law principles. Any dispute arising hereunder shall be adjudicated in a state or federal court located in (insert address), and the parties consent to personal jurisdiction in (insert address). MODIFICATION/AMENDMENT 14. This Agreement constitutes the entire agreement between the parties. Any change in any term or condition of this Agreement shall be effective only if in writing and signed by both parties. OFFICIAL VERSION 15. This Agreement has been drawn in English and ; however, only the English version shall be the official version of the Agreement. NONDISCRIMINATION 16. In performing this agreement, the parties agree not to discriminate based on age, sex, race, national origin, veteran status, religion, or sexual orientation. To the extent it is internationally practicable, the parties also agree to reasonably accommodate individuals with disabilities. 4In witness of the terms of this Agreement and intending to be legally bound, signatures of the following authorized representatives of the parties are affixed: Party of the First part Party of the Second part Name Name Designation Designation Signature Signature Seal Seal [NOTE: The appropriate individuals who should be signatories to a particular agreement will vary, depending on, among other things, the identity and position of the signatories on behalf of the foreign institution.] American LegalNet, Inc. © www.FormsWorkFlow.com