THE UNIVERSITY OF WARWICK
AND
<PARTNERFULLNAME>
AGREEMENT
FOR COLLABORATIVE PROVISION (FRANCHISE)
SUBJECT TO CONTRACT
Contents
1.
Background ................................................................................................................. 5
2.
Approval ..................................................................................................................... 5
3.
The Course(s) .............................................................................................................. 6
4.
Term of the Agreement ................................................................................................. 6
5.
Responsibilities of the University .................................................................................... 6
6.
Responsibilities of the <partnershortname> .................................................................... 8
7.
Collaborative, Flexible and Distributed Learning Sub-Committee ........................................ 9
8.
Collaborative course review ......................................................................................... 10
9.
Regulatory requirements ............................................................................................. 10
10.
Language requirements ........................................................................................... 10
11.
Financial arrangements ........................................................................................... 10
12.
Intellectual Property ................................................................................................ 11
13.
Publicity ................................................................................................................ 12
14.
Confidentiality ........................................................................................................ 12
15.
Serial Arrangements and Sub-contracting .................................................................. 13
16.
Data Protection....................................................................................................... 13
17.
Freedom of Information ........................................................................................... 13
18.
Anti-Bribery ........................................................................................................... 15
19.
Termination ........................................................................................................... 16
20.
Consequences of termination ................................................................................... 17
21.
Dispute Resolution .................................................................................................. 18
22.
Relationship between Parties .................................................................................... 18
23.
Force majeure ........................................................................................................ 18
24.
Notices .................................................................................................................. 19
25.
Variation................................................................................................................ 19
26.
Liability ................................................................................................................. 19
27.
Indemnity .............................................................................................................. 20
28.
Law ....................................................................................................................... 20
29.
Jurisdiction ............................................................................................................ 20
30.
General ................................................................................................................. 21
Schedule 1 ....................................................................................................................... 22
Schedule 2 ....................................................................................................................... 23
2
This is a template agreement that should form the starting point of negotiations. You
should consult with your Finance Office Link Officer, the Senior Assistant Registrar
(Teaching Quality) and the Legal Advisor in the University Secretary’s Office in negotiating
this agreement with the partner organisation.
This version of the template agreement is for a franchised course. The University defines
a franchised course as follows:
“Where the University has designed a course and agrees that a partner college or
other organisation can deliver it on our behalf.
Normally take place when a course of study initially developed by the University is
delivered by the staff of an external teaching institution on the external
institution’s premises. The overall responsibility for the quality of the course and
the assessment of the students resides with the University. Students are fully
registered at the University and have the right to use the University Library. The
financial arrangements for franchised courses will be agreed on an individual
basis.”
(www2.warwick.ac.uk/services/academicoffice/quality/categories/collaborative/)
Not all franchise arrangements are the same, but the key features will be:



The course was developed by the University (and is likely to be delivered by the
University itself as well as via collaborative arrangements)
Students receive a University of Warwick award
Students will usually pay tuition fees to the partner, which then pays an annual
franchise fee per student to the University
Different template agreements are available to cover other types of collaborative
arrangement including validation, distance delivery and joint/double awards. If you are
unsure which version of the template collaboration agreement to use please seek advice
from the Senior Assistant Registrar (Teaching Quality).
Where one or more partner institutions are based in the UK and are jointly responsible
for admissions and the award of the degree, an agreement must be made as to which
institution will take on the role of Tier 4 sponsoring institution under the requirements
of the UKVI. Please seek advice from the Head of Immigration Services (International
Office) as to which institution should be referred to as [The sponsoring institution] in
Section 9 Tier 4 Requirements.
[Square brackets] indicate that you need to make a choice appropriate to the particular
circumstances of your course, or insert the phrase, term, date or amount that you have
agreed for your course. Please search for all square brackets and ensure you have made
an appropriate choice or inserted an appropriate phrase for each set. Some optional
clauses are included twice as they may be the responsibility of either or both parties,
depending on what has been agreed (e.g. responsibility for marketing and recruitment).
Notes on specific clauses:

Clause 17 Freedom of Information – choose the first version of this clause where
the partner is not a UK public body (eg. private provider or overseas institution),
and the second where the partner is a UK public body (eg. FE college).

Clause 29 Jurisdiction – choose the first version of this clause where the partner
is based in the UK, EU, Australia, Canada, Denmark, India, Israel, Malaysia,
Mauritius, New Zealand, Nigeria, Pakistan, Singapore, Sri Lanka, and the second
version where the partner is based in China or the US. For partners based in other
countries please check with Head of Contracts (Finance Office).
3
<Brackets> are to aid in find-and-replace activities. Please carry out find-and-replace
actions as follows:
find
replace with
<partnerfullname>
the full name of the partner organisation
<partnershortname>
a short name to identify the partner organisation, e.g.
College, Authority. It will appear in the agreement as
“Responsibilities of the College”, “…will pay to the College”
etc
All bold text (except for section headings) is guidance for you and should be
removed/replaced.
The list numbering is automatic – please take care not to break it.
The table of contents can be updated automatically once complete.
4
This Agreement is made on
201[
]
BETWEEN:
(1) THE UNIVERSITY OF WARWICK of Coventry, CV4 8UW, UK (the “University”); and
(2) <PARTNERFULLNAME> of [
] (the “<partnershortname>”)
each a “Party” and together the “Parties”
1.
BACKGROUND
1.1
The University and the <partnershortname> have agreed to co-operate in the delivery
of a course or courses leading to awards of the University.
1.2
The Parties have entered into this Agreement in order to define the terms on which this
provision will be delivered and, in particular, how academic standards will be maintained.
This Agreement also aims to ensure that collaborative arrangements between them,
channels of authority and accountability, together with responsibility for executive action
are clearly set out and operate smoothly.
2.
APPROVAL
2.1
This Agreement is conditional upon and shall not commence unless and until:
2.1.1
The University has approved the <partnershortname> as a collaborative partner in
accordance with the University’s [Procedures for the Approval and Monitoring of
Collaborative Courses];
2.1.2
The <partnershortname> has satisfied any conditions imposed by the University as part
of that process;
2.1.3
The <partnershortname> has, if requested by the University, provided written
confirmation which is acceptable to the University that the <partnershortname> has
approved the University as a collaborative partner in accordance with the
<partnershortname>’s internal approval procedures;
2.1.4
The <partnershortname> has, if requested by the University, provided written
confirmation which is acceptable to the University that it has obtained all necessary or
advisable governmental, regulatory or other approvals or consents relevant to this
Agreement;
2.1.5
The <partnershortname> has, if requested by the University, provided assurance which
is acceptable to the University that it will be able to meet its payment obligations under
this Agreement.
2.2
The commencement of each Course is conditional upon and shall not commence unless
and until:
2.2.1
The University has approved the Course and the relevant Course Approval Document in
accordance with the University’s Procedures for the Approval and Monitoring of
Collaborative Courses;
2.2.2
The <partnershortname> has, if requested by the University, provided written
confirmation which is acceptable to the University that the <partnershortname> has
approved the Course in accordance with the <partnershortname>’s internal approval
procedures.
5
3.
THE COURSE(S)
3.1
The course or courses (“Course(s)”) to be delivered in accordance with this Agreement
are as set out in Schedule 1.
3.2
For each Course the Parties will agree a document (the “Course Approval Document”)
which will set out:
3.2.1
The entry requirements for the Course;
3.2.2
The minimum/maximum intake of students in each year;
3.2.3
The programme of study;
3.2.4
The criteria upon which successful completion of the Course will be assessed;
3.2.5
Confirmation that the <partnershortname>’s accommodation, resources and other
services required for the delivery of the Course have been approved by the University as
adequate;
3.2.6
The award(s) and any special requirements for the wording of certificates/transcripts.
3.3
At any time during the course of this Agreement the Parties may agree amendments to
a Course Approval Document, and the relevant Course Approval Document will be
amended accordingly from a date to be agreed by the Parties.
3.4
At any time during the term of this Agreement the Parties may agree that new Courses
should be added to this Agreement, or that existing Courses should be discontinued, and
if so agreed by the Parties Schedule 1 will be amended and restated to incorporate such
changes from a date to be agreed by the Parties.
4.
TERM OF THE AGREEMENT
4.1
This Agreement shall commence on [the date of signature or INSERT date] and shall,
unless terminated earlier in accordance with clause 19, continue for a period of [six (6)
years or INSERT other appropriate term].
4.2
The Parties may at any time by agreement in writing extend the term of this Agreement
[for a further INSERT years].
5.
RESPONSIBILITIES OF THE UNIVERSITY
The University’s Academic Registrar’s Office has overall responsibility for the operation
of this Agreement.
The University is responsible for:
5.1
Oversight of all academic aspects of the provision, including approval of syllabi,
assessment and examination arrangements, arrangements for marking of papers,
appointment of external examiners, moderation and determination of examination
results. In exercising these responsibilities, the University shall consult with and take
into account the views of the <partnershortname> .
5.2
Oversight of the methods chosen for the promotion of the Course(s). All promotional
material should be approved by the relevant Course Co-ordinator at the University or
his/her designated deputy. It should make clear the role of the University using the words
“franchised by the University of Warwick”.
6
5.3
[The marketing of and recruitment to the Course(s) [in conjunction with the
<partnershortname>].]
5.4
Oversight of the admission of students to each Course by the <partnershortname>. The
University shall have the right, in its absolute discretion, to require the
<partnershortname> to refuse admission to a Course.
5.5
Maintaining appropriate records on student status. Students will be admitted as students
of the <partnershortname> and will be entitled to access all facilities and services on the
same basis as other students of the <partnershortname>. Students will also be admitted
as franchised students of the University and will be entitled to access all facilities and
services available to students studying at the Warwick campus. All students are required
to abide by the Charter, Statutes, Ordinances and Regulations of the University.
5.6
Award arrangements, including the production of certificates and transcripts, together
with the maintenance of an archive of results.
5.7
Promptly supplying to the <partnershortname>:
5.7.1
Access to a copy of the University Calendar containing the Charter, Statutes, Ordinances
and Regulations which is available at www2.warwick.ac.uk/services/gov/calendar/;
5.7.2
Copies of the appropriate procedural documentation on the administration and
monitoring of collaborative provision, as varied from time to time;
5.7.3
Any examination booklets or other University examination materials required for use by
the <partnershortname>.
5.8
Support of the <partnershortname> in the setting and maintaining of standards and
quality according to the terms of this Agreement. Each Course will be subject to the same
rigorous monitoring and review as all University courses and ultimate responsibility for
maintenance of academic standards and the quality of the Course will lie with the Senate
of the University.
5.9
Appointment of a Course Management Group for each Course or programme of Courses.
This group will be established on the recommendation of the lead University department
by the Sub-Committee. The group will consist of members of the University and the
<partnershortname> and will be chaired by the University. The group will be responsible
for advising on all matters relating to the operation of the relevant Course in accordance
with this Agreement and will have the responsibilities outlined in the University document
Procedures for the Approval and Monitoring of Collaborative Courses. The group will meet
at least once a year.
5.10
Management of complaints arising from provision delivered at the <partnershortname>,
where students are not satisfied with an issue raised locally. Complaints will be handled
according to the procedures set out in the University Student Academic Complaints
Procedure,
http://www2.warwick.ac.uk/services/academicoffice/contact/complain/procedure/.
5.11
Management of academic appeals within the terms set out in the relevant University
Regulations.
5.12
Monitoring its own effectiveness in discharging its responsibilities under this Agreement
as to both procedure and Course content, in accordance with the University’s quality
assurance procedures.
7
5.13
Any matter in connection with the provision which is not a responsibility of the
<partnershortname> according to this Agreement, or which is not provided for by the
<partnershortname>’s procedures and regulations.
6.
RESPONSIBILITIES OF THE <PARTNERSHORTNAME>
The <partnershortname> is responsible for:
6.1
Provision and maintenance of accommodation, resources, and other services or facilities
to at least the level approved by the University in the relevant Course Approval Document
or as notified by the University to the <partnershortname> from time to time. The
University may exercise its reasonable opinion concerning the appropriateness of this
provision in relation to agreed student numbers.
6.2
Delivery of each Course to students in accordance with the agreed and approved Course
Approval Document within the timeframe specified by the University Course Coordinator. The <partnershortname> will also ensure that any proposals for amendments
to the content or structure of a Course are submitted to the Sub-Committee for
consideration prior to implementation.
6.3
Forwarding the curricula vitae of all staff involved in the delivery, assessment or
supervision of each Course to the Sub-Committee for consideration. No staff from the
<partnershortname> should teach or assess work without the prior approval of the
University.
6.4
Appraising all staff involved in the delivery, assessment or supervision of each Course to
ensure their continuing ability to deliver to the standards expected.
6.5
[The marketing of and recruitment to the Course(s) [in conjunction with the University].]
6.6
Subject to clause 5.4 above, conducting the selection of students according to the criteria
set out in the Course Approval Document and as agreed with the relevant University
Course Co-ordinator.
6.7
Registration of students admitted to each Course as students of the <partnershortname>
and the maintenance of adequate and secure records of students’ personal details and
enrolment status.
6.8
[The administration and collection of student tuition fees.]
6.9
The counselling, welfare and discipline of students
<partnershortname>’s procedures and regulations.
6.10
The assessment of students in accordance with the <partnershortname>’s procedures
and regulations as approved by the University;
6.11
Monitoring the attendance and welfare of students and reporting to the University at
regular intervals as required by the University;
6.12
Promptly informing the University of:
6.12.1
Any complaint received by the <partnershortname> from any of the students on a
Course. The <partnershortname> shall co-operate fully in dealing with any such
complaint, ensuring that students are aware of the University Academic Complaints
Procedure;
8
in
accordance
with
the
6.12.2
Any academic appeal received by the <partnershortname> from any of the students on
a Course. The <partnershortname> shall co-operate fully in dealing with any such
academic appeal;
6.12.3
Any academic or disciplinary offence or other irregularity in the conduct of a student on
a Course;
6.12.4
Any welfare or medical issues affecting student performance in assessed or examined
work;
6.12.5
Any student withdrawal from a Course or termination of a student’s registration for any
reason;
6.12.1
Any change in a student’s location of study where that student is subject to Tier 4
monitoring requirements;
6.12.2
Any matters likely to be relevant to the marketing of and recruitment to each Course.
6.13
Application of the University’s internal evaluation procedures to each Course and making
the results available to the Sub-Committee as requested.
6.14
Provision of an Annual Report on each Course to the Sub-Committee in the format
approved by the University and following consideration by the Course Management
Group.
6.15
Appointment of a Course Director for each Course to co-ordinate the operation of that
Course at the <partnershortname> and to provide a first communication link with the
University. The <partnershortname> will notify the University immediately of any
change in the identity of a Course Director.
6.16
Providing all reasonable administrative support and assistance to staff visiting the
<partnershortname> on behalf of the University.
6.17
Maintenance of conduct and standards within the <partnershortname> generally, so as
to avoid any matter which in the reasonable opinion of the University is prejudicial to its
business or reputation and the promotion of its courses.
6.18
Maintenance and retention of such records and other information relating to each Course
as notified by the University to the <partnershortname> from time to time, and allowing
access by the University or those auditing University processes to such records for
academic or quality audit purposes;
6.19
Notifying the University of any change in the legal status or ownership of the
<partnershortname> or any other change in its operation which could impact on this
Agreement;
6.20
Performance of all its responsibilities under this Agreement with all due care and diligence
and so as to enhance the reputations of the Parties.
7.
OVERSIGHT AND MAINTENANCE OF ACADEMIC STANDARDS
7.1
Responsibility for the oversight and maintenance of academic standards in collaborative
provision rests with the University, as the awarding body.
7.2
The University currently exercises this responsibility through its Collaborative, Flexible
and Distributed Learning Sub-Committee (the “Sub-Committee”). The terms of reference
for
the
Sub-Committee
can
be
found
at
www2.warwick.ac.uk/services/gov/atoz/aqsc/cfdlsc/. The Sub-Committee may establish
such working parties or other groups as it shall determine from time to time.
9
7.3
Responsibility for any amendments to the curriculum for collaborative courses rests with
the Boards of the Faculty of Arts, Medicine, Science or Social Studies of the University as
appropriate.
7.4
The Sub-Committee will consider an annual report for each Course at one meeting each
year and will lead or be represented on University periodic reviews of collaborative
courses.
8.
COLLABORATIVE COURSE REVIEW
8.1
Each Course will be subject to periodic review in accordance with the University’s
Procedures for the Approval and Monitoring of Collaborative Courses. Courses are
normally reviewed every five (5) years.
8.2
The University may, in addition, carry out a review of the provision (including of any
Course) at any time if it believes it to be advisable or necessary to do so.
8.3
To the extent that the University determines that the requirements of this Agreement
are not being met it shall notify the <partnershortname> of the changes required to
ensure that the Course(s) meet the University’s academic standards and the
<partnershortname> shall ensure that all such changes are implemented as soon as
reasonably practicable.
8.4
In the event that the University determines that the required changes have not been
adequately implemented within the applicable timescale it shall, in its absolute discretion,
be entitled to terminate this Agreement in accordance with clause 19 below.
9.
TIER 4 REQUIREMENTS
9.1
[INSERT name of sponsoring institution] and [INSERT name of collaborative partner
institution] agree to add each other as named partner institutions on their respective Tier
4 licences, where the collaborative partner is a UK-based licenced Tier 4 sponsor. This
will entail the provision to UK Visas and Immigration of a legal agreement between the
two institutions. This is due to paragraph 160 (h) of the Tier 4 Sponsor Guidance,
Document 3: Sponsors Duties and Compliance v07/14, where it is stated that an
institutions license can be revoked where ‘The study element of any course you offer to
sponsored students is not taken on your premises or at a partner institution named on
your licence and the sponsored student’s CAS’.
9.2
The [INSERT name of sponsoring institution] agrees to process, issue and assign
Confirmation of Acceptance of Studies to prospective students in a timely fashion to
ensure the student has a reasonable chance of obtaining Tier 4 leave in time to start
their course by the stated latest course start date.
9.3
The Parties shall comply with the requirements of the Home Office relating to the
sponsorship of students from time to time in force.
9.4
[INSERT name of non-sponsoring institution] shall provide all information in relation to
the students and in such form and at such times as the [INSERT name of sponsoring
institution] may require to enable [INSERT name of sponsoring institution] to comply
with its duties as a Highly Trusted Sponsor. This includes but is not exclusive to: the
checking and capturing of valid passports and evidence of immigration permission for
study and providing these to the sponsoring institution within one week of the end of the
relevant enrolment period should the students commence their studies with the nonsponsoring institution; attendance monitoring and recording according to UKVI Sponsor
Guidance in keeping with the University of Warwick’s Good Practice Guidance on Student
Attendance and Progression; notifying the sponsoring institution of any changes in
circumstance which require reporting to the UKVI within a 10-day timeframe of the
change occurring.
10
9.5
[INSERT name of non-sponsoring institution] shall not do or omit to be done any act or
thing which results or could result in the suspension or revocation of and/or which may
otherwise affect [INSERT name of sponsoring institution]’s Tier 4 licence and/or Highly
Trusted Sponsor status and/or causing [INSERT name of sponsoring institution] to breach
its duties as a Highly Trusted Sponsor and/or its Tier 4 Licence.]
9.6
[INSERT name of non-sponsoring institution] and [INSERT name of sponsoring
institution] shall undertake reasonable steps to ensure that any non-EEA students,
including those not sponsored under Tier 4, have valid permission to be in the UK with
no prohibition on study.
10.
REGULATORY REQUIREMENTS
10.1
The <partnershortname> shall ensure that it complies with all local legislation and/or
other regulatory requirements relevant to this Agreement, and in particular that all
necessary or advisable governmental, regulatory or other approvals or consents (whether
required at the time this Agreement was entered into or from a later date) are secured
and maintained for the duration of this Agreement.
10.2
The <partnershortname> shall promptly notify the University if there is any relevant
change in local legislation or other regulatory requirements relevant to this Agreement.
10.3
The Parties will comply with any requirements or guidance relevant to this Agreement
issued by HEFCE, the QAA or any other UK regulatory body.
10.4
The <partnershortname> shall co-operate with any audit or monitoring visit carried out
by any relevant regulatory body and shall provide such body with any information it
reasonably requests as part of such audit or monitoring visit.
11.
LANGUAGE REQUIREMENTS
The language of instruction and assessment shall be English. Reports produced as part
of the University’s quality assurance arrangements, including course monitoring and
periodic review, will be in English.
12.
FINANCIAL ARRANGEMENTS
12.1
The financial arrangements that apply to this Agreement are as set out in Schedule 2.
12.2
Schedule 2 will be reviewed by the University on an annual basis and any changes will
be notified to the <partnershortname> in advance of a new student intake and no later
than [INSERT] in each year.
12.3
The tuition fees payable in respect of each Course shall be determined by the University
(in consultation with the<partnershortname>). All fees payable by students for a Course
should be accurately published in all publicity material produced by or on behalf of the
<partnershortname>.
12.4
All fees or sums payable under this Agreement are exclusive of any applicable value
added taxes or other duties, which will be added to the relevant invoice where applicable.
If so requested by the University the <partnershortname> shall make payment of that
part of the invoice relating to those taxes or other duties direct to the relevant authorities.
12.5
The <partnershortname> is responsible for the payment of any local taxes, duties or
other fees arising out of the operation of this Agreement and shall indemnify the
University for any liability thereto.
12.6
The University will invoice the <partnershortname> from time to time for the fees and
other sums payable in accordance with Schedule 2.
11
12.7
The <partnershortname> shall pay the University within thirty (30) days of receipt of a
valid invoice. If any sum is not paid within fourteen (14) days after the due date, then
without prejudice to any other rights and remedies it may have, the University may
suspend performance of its obligations under this Agreement and/or charge interest on
a daily basis at the rate of 4% above the National Westminster Bank PLC Base Rate from
time to time in force, compounded quarterly, from the date for payment of that sum to
the date of actual payment.
12.8
Where Schedule 2 specifies that payment is to be made by the University to the
<partnershortname>, the <partnershortname> shall invoice the University which shall
pay such invoices in accordance with its standard terms of payment.
12.9
All payments made under this Agreement shall be in [pounds sterling] and shall be made
by telegraphic transfer into the bank account notified by the University to the
<partnershortname> or by such other method as the University may specify.
13.
INTELLECTUAL PROPERTY
13.1
Copyright and any other IP in the curriculum and associated course materials for each
Course shall be the property of the Party creating such rights being the University or the
<partnershortname>. For the avoidance of doubt, Intellectual Property (“IP”) means
patents, registered designs, trade marks and service marks (whether registered or not),
domain names, copyright, design rights, trade secrets, know-how and all similar property
rights in inventions, computer programs, designs, semiconductor topographies and
confidential information.
13.2
Neither Party shall cause or permit anything to occur which may damage or endanger
the other’s IP.
13.3
The curriculum and associated course materials provided by one Party to the other Party
under the terms of this Agreement are and remain the property of the providing Party,
and the other Party undertakes not use, copy or reproduce them except in order to
comply with its obligations under this Agreement. They will not be disclosed to any third
party without the prior written consent of the providing Party.
13.4
Both Parties shall promptly and fully notify the other of any actual threatened or
suspected infringement of any of its IP which comes to a Party’s notice and both Parties
shall at the request and expense of the other do all such things as may be reasonably
required to assist the other in taking or resisting any proceedings in relation to any such
infringement.
13.5
The Party providing the materials to the other Party warrants that none of the IP
comprised in the curriculum and/or the associated course materials will in so far as it is
aware infringe any third party IP rights and where any third party rights do exist the
Party providing the materials to the other Party undertakes to agree a licence or right to
use specifically for the purposes of the curriculum and/or the use in the associated course
materials.
13.6
The Party providing the materials to the other Party hereby agrees to indemnify subject
to the provisions of clause 27 the other Party against all and any claims arising in
connection with any threatened or actual claim for infringement, or misappropriation or
alleged infringement or misappropriation.
14.
PUBLICITY
14.1
Any advertisement or reference to this Agreement in the press or other media shall make
clear that this is a course franchised by the University. The format and style of all
12
advertising and publicity material by the <partnershortname> relating to each Course
shall be approved by the University. The University and the <partnershortname> confirm
their intention to use their joint logos to promote this provision.
14.2
All advertising and publicity material relating to a Course shall be produced in English for
approval by the University annually prior to use of such material in that year and no
material shall be used unless and until it has been approved by the University.
15.
CONFIDENTIALITY
15.1
Each Party will keep secret and confidential any and all Confidential Information
belonging to the other Party disclosed as a result of the relationship of the Parties under
this Agreement and will not use nor disclose the same save as envisaged in this
Agreement. Where disclosure is made to any employee, consultant or agent, it will be
done subject to obligations equivalent to those set out in this clause 14 and each Party
will be responsible to the other in respect of any disclosure or use of such secret or
Confidential Information by a person to whom disclosure is made.
15.2
The obligations of confidentiality in this clause 14 will not extend to any matter which is
in or becomes part of the public domain otherwise than by reason of a breach of the
obligations of confidentiality in this Agreement, or which either Party can show was in its
written records prior to the date of disclosure of the same by the other Party under this
Agreement, or which it receives from a third party independently entitled to disclose it,
or which it is required by law or regulatory authority to disclose.
15.3
“Confidential Information” means all information in respect of a Party including, without
prejudice to the generality of the foregoing, any ideas; business methods; finance;
prices, business, financial, marketing, development or manpower plans; customer lists
or details; computer systems and software; products or services. including (but not
limited to) know-how or other matters connected with services provided or obtained by
the Parties, and information concerning the Parties’ relationships with actual or potential
clients, customers or suppliers and the needs and requirements of the Parties and of such
persons and any other information which, if disclosed, will be liable to cause harm to the
Parties.
16.
SERIAL ARRANGEMENTS AND SUB-CONTRACTING
16.1
In signing this Agreement with the <partnershortname>, it is the expectation of the
University that the <partnershortname> will not enter into any agreement with a third
party relating to the delivery or management of any Course which is the subject of this
Agreement without the prior written consent of the University. The University does not
permit the sub-contracting of any aspect of the delivery or management of any course
of study offered in collaboration with another organisation or institution.
16.2
Clause 15.1 does not apply to sub-contracting arrangements with agents for the
marketing of and recruitment to the Courses.
16.3
Notwithstanding that consent has been given in accordance with clause 15.1 it shall not
relieve the <partnershortname> of its obligations under this Agreement and the
<partnershortname> shall be responsible for the acts, omissions, defaults and/or
negligence of any sub-contractor, its agents, servants or employees as fully as if they
were the acts, omissions, defaults and/or negligence of the <partnershortname>.
17.
DATA PROTECTION
17.1
For the purpose of this clause “Personal Data” and “Data Processor” have the meanings
set out in the Data Protection Act 1998 (the “Act”).
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17.2
Each Party shall ensure that it complies with its obligations under the Act.
17.3
The <partnershortname> will have in place appropriate technical and organisational
measures to ensure the security of Personal Data, against unauthorised or unlawful
processing and against accidental loss or destruction of, or damage to, Personal Data.
17.4
The <partnershortname> shall only process Personal Data on behalf of the University in
accordance with any instructions issued by the University and for no other purpose, save
as required by law. The <partnershortname> will provide the University with such
information as the University may reasonably require, satisfying itself that the
<partnershortname> is complying with its obligations under the Act.
17.5
The <partnershortname> shall treat any Personal Data provided by the University as
confidential information belonging to the University.
17.6
The <partnershortname> shall ensure it does not knowingly or negligently do or omit to
do anything which places the University in breach of the University's obligations under
the Act.
17.7
The provisions of this clause shall apply during the continuance of the Agreement and
indefinitely after its expiry or termination.
17.8
The <partnershortname> will promptly notify the University of any actual or suspected
fraudulent use, loss, theft, misuse or compromise of Personal Data.
The
<partnershortname> will indemnify the University in full against any loss, claims, costs,
expenses and/or other liabilities that the University incurs as a result or due to a breach
of this clause by the <partnershortname> and/or its employees, agents and/or subcontractors.
18.
FREEDOM OF INFORMATION
EITHER (where the partner is not subject to the FOIA)
18.1
[The <partnershortname> acknowledges that the University is subject to the provisions
of the Freedom of information Act 2000 (“FOIA”) and the Environmental Information
Regulations 2004 (“EIR”) and shall fully assist the University in complying with its
Information disclosure obligations (“Information” has the meaning given to it under S84
FOIA).
18.2
The <partnershortname> shall and shall procure that its permitted sub-contractors shall:
18.2.1
Deliver to the University all requests for Information immediately and in any event within
three (3) working days of the <partnershortname> receiving such request;
18.2.2
Provide all the information required by the University in a format that is acceptable to
the University as soon as practicable and in any event within five (5) working days;
18.2.3
Provide all necessary assistance as requested by the University to enable the University
to respond to such request within the time for compliance set out in section 10 of the
FOIA (or regulation 5 of the EIR).
18.3
The University shall be solely responsible for determining if any of the Information is
exempt from disclosure under the FOIA (or EIR).
18.4
The University shall exercise reasonable endeavours to seek the views of the
<partnershortname> in relation to Information falling under this clause. For the
avoidance of doubt, the University may disclose without consulting or obtaining consent,
or despite having taken the <partnershortname>’s views into account.]
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OR (where the partner is subject to the FOIA)
18.1
Each Party acknowledges that the other is subject to the requirements of the Freedom of
Information Act 2000 and the Environmental Information Regulations (together the
“Disclosure Legislation”).
18.2
Each Party shall assist and co-operate with the Party which receives a request for the
disclosure of information under the Disclosure Legislation (“the Receiving Party”) to
enable the Receiving Party to comply with the Disclosure Legislation and any requests
which reference the Disclosure Legislation (“Requests”).
18.3
Where the Receiving Party receives a Request which relates to the other Party or to
information of the other Party it shall notify the other Party (“the Notified Party”) and the
Notified Party shall:
18.3.1
at the request of the Receiving Party provide the Receiving Party with a copy of all
information which is available to it in the form that the Receiving Party requires within
five (5) days (or such other period as the Receiving Party may specify) of the Receiving
Party requesting the relevant information; and
18.3.2
provide all necessary assistance requested by the Receiving Party to enable the Receiving
Party to respond to a Request within the time periods set out in the Disclosure Legislation.
18.4
The Receiving Party shall be responsible for determining in its absolute discretion whether
the information:
18.4.1
Is exempt from disclosure in accordance with the provisions of the Disclosure Legislation;
and
18.4.2
Is to be disclosed in response to a Request,
and in no event shall the Notified Party respond directly to a Request unless it is expressly
authorised to do so by the Receiving Party.
18.4.3
The Notified Party acknowledges that the Receiving Party may be obliged under the
Disclosure Legislation to disclose information:
18.4.4
Without consulting the Notified Party; or
18.4.5
Following consultation with the Notified Party and having taken its views into account.
18.5
Without prejudice to clause 17.4 the Receiving Party shall use its reasonable endeavours
to consult with, and take into account the views of, the Notified Party.
18.6
The Receiving Party and the Notified Party may agree that where the information the
subject of the Request is held by the Notified Party it is appropriate to transfer the
Request to the Notified Party in which case the Receiving Party shall so notify the person
who has made the request and shall transfer the Request to the Notified Party. The
Notified Party shall deal with such Request in accordance with the Disclosure Legislation.
19.
ANTI-BRIBERY
19.1
The <partnershortname shall:
19.1.1
Comply with all Relevant Requirements;
19.1.2
Not engage in any activity, practice or conduct which would constitute an offence under
sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been
carried out in the UK;
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19.1.3
Comply with the University's anti-bribery and anti-corruption policies notified in writing
to the <partnershortname> from time to time by or on behalf of the University and the
<partnershortname> shall ensure that all of its employees engaged in any way in relation
to this Agreement are fully aware of the University’s anti-bribery and anti-corruption
policies and that all of its contractors, subcontractors and/or agents (of whatever tier)
are engaged upon terms which contain provisions in relation to prevention of bribery and
corruption which are no less onerous than this clause 18;
19.1.4
Have and shall maintain in place throughout the term of this Agreement its own policies
and procedures, including Adequate Procedures to ensure compliance with the Relevant
Requirements, the University's anti-bribery and anti-corruption policies and clause
18.1.2, and will enforce them where appropriate;
19.1.5
Immediately notify the University if a Foreign Public Official becomes an officer or
employee of the <partnershortname> or acquires a direct or indirect interest in the
<partnershortname> (and the <partnershortname> warrants that it has no Foreign
Public Officials as officers, employees or direct or indirect owners at the date of this
Agreement);
19.1.6
Procure and ensure that all Associated Persons of the <partnershortname> and/or other
persons who are performing services and/or providing goods in connection with this
Agreement comply with this clause 18; and
19.1.7
Within fourteen (14) days of the date of this Agreement, and annually thereafter, certify
to the University in writing signed by an officer of the <partnershortname>, compliance
with this clause 18 by the <partnershortname> and all Associated Persons and all other
persons for whom the <partnershortname> is responsible under clause 18.1.6. The
<partnershortname> shall provide such supporting evidence of compliance as the
University may reasonably request.
19.2
Without prejudice to any other rights or remedies the University may have the University
may terminate this Agreement on written notice to the <partnershortname> specifying
the date on which this Agreement will terminate in the event of a breach of this clause
18. Breach of this clause 18 shall be deemed a material breach which is not capable of
remedy.
19.3
Without prejudice to any other rights or remedies the University may have the
<partnershortname> shall indemnify the University in full and on demand against any
losses, liabilities, damages, costs (including but not limited to legal fees), claims and
expenses incurred by, or awarded against, the University as a result of any breach of this
clause 18 by the <partnershortname> (which shall include the acts or omissions of any
Associated Person) and/or any breach of provisions equivalent to this clause 18 in any
subcontract by any subcontractor.
19.4
For the purpose of this clause 18, the following terms have the meaning set out next to
them:
“Adequate Procedures” shall be determined in accordance with section 7(2) of the Bribery
Act 2010 (and any guidance issued under section 9 of that Act).
“Associated Person” shall have the meaning ascribed to it in section 8 of the Bribery Act
and shall include but is not limited to any employees, agents and/or subcontractors of
the <partnershortname>.
“Bribery Act” shall mean the Bribery Act 2010 (and any amendment thereto).
“Foreign Public Official” shall be determined in accordance with section 6(5) of the Bribery
Act 2010 (and any guidance issued under section 9 of that Act).
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“Relevant Requirements” shall mean all applicable laws, statutes, regulations, and codes
relating to anti-bribery and anti-corruption including but not limited to the Bribery Act.
20.
TERMINATION
20.1
Either Party may terminate this Agreement by giving not less than six (6) months’ written
notice expiring at any time.
20.2
Either Party may terminate this Agreement with immediate effect by notice in writing in
the following circumstances:
20.2.1
If there is a material breach by the other Party of the terms of this Agreement and, where
the breach is capable of remedy, that Party has failed to remedy it after receipt of not
less than thirty (30) days’ notice to effect such remedy;
20.2.2
If the other Party becomes or is deemed to become insolvent or unable to pay its debts
(within the meaning of section 123 of the Insolvency Act 1986) when they fall due;
20.2.3
If there is a change in the legal and/or regulatory requirements applicable to this
Agreement which the Party giving notice reasonably considers render it impracticable or
impossible to fulfil the terms of this Agreement.
20.3
The University may terminate the delivery of a Course with immediate effect by notice in
writing if, in its reasonable opinion, the academic standards of its award or the learning
opportunities provided to students on the Course are at serious risk, or if the
<partnershortname> fails to comply with any requirements imposed by the University
following a review of the Course carried out in accordance with clause 8.
20.4
The University may terminate this Agreement with immediate effect by notice in writing
in the following circumstances:
20.4.1
If, in its reasonable opinion, the academic standards of its awards, the learning
opportunities provided to students or the University’s name and/or reputation are at
serious risk;
20.4.2
If the <partnershortname> fails to comply with any requirements imposed by the
University following a review of the provision carried out in accordance with clause 8;
20.4.3
If the <partnershortname> is subject to a change of control or ownership or change to
its organisation which, in the University’s reasonable opinion, would have a serious
impact on the operation of this Agreement.
20.4.4
If either Party has its Tier 4 license suspended or revoked.
21.
CONSEQUENCES OF TERMINATION
21.1
Where notice to terminate the delivery of a Course has been given in accordance with
clause 19.3, the Parties shall take all reasonable steps to ensure that all students
registered on the Course are able to complete it.
21.2
Where this Agreement terminates for any reason or where notice to terminate has been
given in accordance with clause 19.1 or 19.4 the Parties shall:
21.2.1
Cease to promote and market the Course(s) and not register any new students other
than those who have already accepted a place on a Course;
21.2.2
Take all reasonable steps to ensure that the students registered on each Course are able
to complete it (the “Teach Out Period”).
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21.3
The Teach Out Period shall continue until all students have completed their Course or
have ceased to be registered as students, or until [INSERT final cut off date], whichever
is the earlier.
21.4
Subject to this clause 20, the terms of this Agreement will continue to apply with full
force and effect to the delivery of the Course(s) during the Teach out Period, unless
otherwise agreed in writing by the Parties.
21.5
If at any time during the Teach Out Period the University believes that the quality of any
Course is in question it may at its sole discretion give notice to the <partnershortname>
to cease delivery of the Course(s), at which time the Teach Out Period will come to an
end.
21.6
If notice is given by the University under clause 20.5 the <partnershortname> will cooperate with the University so as to ensure that the students are transferred to another
provider or to the University in order to enable them to complete their Course.
21.7
The <providershortname> shall meet the University’s reasonable costs in connection with
any support provided or action taken by the University so as to enable students to
complete their Course.
21.8
At the conclusion of the Teach Out Period each Party shall:
21.8.1
Cease using the name and/or logo of the other Party;
21.8.2
Forthwith return to the other Party all Course or curriculum materials which are the
property of the other Party.
21.9
The termination of this Agreement, however it arises, is without prejudice to the rights,
duties and liabilities of any of the Parties accrued prior to termination. The clauses of
this Agreement which expressly or implicitly have effect after termination will continue
to be enforceable notwithstanding termination.
22.
DISPUTE RESOLUTION
22.1
If a dispute arises between the Parties then the Parties will seek to resolve it as follows:
22.1.1
In the first instance each Party will provide each other with their position statement
setting out in detail the issues that they consider relevant to the dispute and their position
in that respect;
22.1.2
Within ten (10) business days of providing each other with their position statement the
[Head of Lead Department] at the University and the [INSERT details] at the
<partnershortname> shall meet face to face and shall make a bona fide attempt to settle
the dispute.
22.2
If the meeting fails to resolve the dispute within fifteen (15) business days, either Party
may by notice in writing refer the dispute to the Vice Chancellor of the University and the
[Head] of the <partnershortname>, who shall co-operate in good faith to resolve the
dispute as amicably as possible within fifteen (15) business days of the dispute being
referred to them.
22.3
Nothing in this clause 21 shall prevent either Party commencing proceedings against the
other, in accordance with clause 29.
23.
RELATIONSHIP BETWEEN PARTIES
Both of the Parties are independent contractors. Nothing contained in this Agreement
shall be construed to imply that there is any relationship between them of partnership or
18
principal/agent, employer or employee nor are the Parties by this Agreement engaging
in a joint venture. Accordingly neither of the Parties shall have any right or authority to
act on behalf of the other nor to bind the other by contract or otherwise unless expressly
permitted by the terms of this Agreement.
24.
FORCE MAJEURE
24.1
If either Party is affected by Force Majeure it will forthwith inform the other Party in
writing of the matters constituting the Force Majeure, will keep the other Party fully
informed of the continuance and of any change of circumstances whilst such Force
Majeure continues and will use all reasonable endeavours to mitigate the effect of such
Force Majeure.
24.2
If the event of Force Majeure continues for longer than three (3) months the Party not
subject to the Force Majeure event may at any time whilst such Force Majeure continues
by notice in writing to the other Party, terminate this Agreement.
24.3
Save as provided in this clause 23, Force Majeure will not entitle either party to terminate
this Agreement and neither Party will be in breach of this Agreement, nor otherwise liable
to the other, by reason of any delay in performance, or non-performance of any of its
obligations due to Force Majeure.
24.4
Force Majeure means any circumstance not within a Party's reasonable control including,
without limitation: 1) acts of God, flood, drought, earthquake, volcanic activity or other
natural disaster; 2) epidemic or pandemic; 3) terrorist attack, civil war, civil commotion
or riots, war, national emergency, threat of or preparation for war, armed conflict,
imposition of sanctions, embargo, or breaking off of diplomatic relations; 4) nuclear,
chemical or biological contamination or sonic boom; 5) any law or any action taken by a
government or public authority, including without limitation imposing an export or import
restriction, quota or prohibition; 6) collapse of buildings, fire, explosion or accident; 7)
any labour or trade dispute, strikes, industrial action or lockouts (other than in each case
by the Party seeking to rely on this clause, or companies in the same group as that
Party); and 8) interruption or failure of utility service.
25.
NOTICES
25.1
Subject to clause 24.2 below all notices under this Agreement will be in writing and may
be served by recorded delivery to the other Party, by post to the other Party or fax,
addressed to the other Party at the address given in this Agreement, or at such other
address as Party will from time to time by notice in writing give to the other Party for the
purpose of service of notices under this Agreement. Every such notice will be deemed
to have been served: if served recorded delivery on the date of receipt, if by post at the
expiration of two (2) business days after postage, or if sent by fax at 10.00 am local time
on the next business day following despatch. In proving service it will be sufficient to
show, in the case of a letter, that the same was duly addressed prepaid and posted in
the manner provided and in the case of a fax, that a transmission report shows it was
transmitted to the correct telephone number.
25.2
Other notices for day-to-day communication only may be sent by email to the person
and at the email address set out below or to such other email address as may have been
notified from time to time.
To the University: insert recipient and e mail address
To the <partnershortname>: insert recipient and e mail address
26.
VARIATION
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26.1
Any variation of the terms of this Agreement shall be in writing and evidenced by the
signature of an authorised representative of each Party.
26.2
The University reserves the right to amend this Agreement in the light of changes to the
external UK quality assurance framework by notice in writing to the
<partnershortname>.
27.
LIABILITY
27.1
The <partnershortname> shall be liable for any loss, damage or injury to the University
resulting from the negligent act or omission of the <partnershortname> arising during
the provision of the Course(s) and/or arising under the terms of this Agreement and the
<partnershortname> hereby agrees to indemnify the University and keep the University
indemnified against all costs, claims and expenses however they arise and whether as a
result of negligence, wilful misconduct or default of the <partnershortname> or
otherwise.
27.2
Subject to clauses 26.3 and 26.4, the University’s liability whether in contract, tort,
negligence and/or by way of indemnity or otherwise including damages or compensation
payable by the University on any claim or claims whatsoever concerning or relating
directly or indirectly to anything supplied or provided and including but not limited to
claims based on negligence, misrepresentation (other than fraudulent misrepresentation)
breach of contract or warranty, shall not in aggregate exceed the monies actually
received by the University under the terms of this Agreement.
27.3
Nothing in this Agreement will operate so as to exclude a Party’s non-excludable liability
in respect of death or personal injury caused by the negligence of that Party, its servants
or agents; to exclude liability for fraudulent misrepresentation or fraud or any other
matter which cannot be excluded by law.
27.4
Without prejudice to clause 26.3, neither Party shall be liable to the other, whether in
contract, tort (including negligence) or restitution, or for breach of statutory duty or
misrepresentation, or otherwise, for any loss of profit; or loss of goodwill; or loss of
business; or loss of business opportunity; or loss of anticipated saving; or loss or
corruption of data or information; or special, indirect or consequential damage suffered
by the other party that arises under or in connection with this Agreement.
27.5
The <partnershortname> will effect all necessary insurances against claims by third
parties and others which may arise out of, or incidental to, the provision of the Course(s)
and collecting or arising out of the negligent acts or defaults of the <partnershortname>
or any person employed or acting on its behalf in such provision and/or any other liability
arising under this Agreement and such other insurance as may be required by law.
28.
INDEMNITY
28.1
Where a Party (“the Indemnifying Party”) is liable to indemnify the other Party (“the
Indemnified Party”) under this Agreement, such indemnity will apply provided that the
Indemnified Party:
28.1.1
Promptly gives notice of any claim to the Indemnifying Party;
28.1.2
Provides to the Indemnifying Party on request, such information and assistance in
relation to such claim as the Indemnifying Party may reasonably require, subject to the
Indemnifying Party indemnifying the Indemnified Party against all costs reasonably
incurred by it in the provision of such information or assistance; and
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28.1.3
Does not make any settlement, compromise or prejudicial admission in relation to such
claim without the prior consent of the Indemnifying Party (such consent not to be
unreasonably withheld or delayed).
28.2
Nothing in this clause shall restrict or limit the Indemnified Party's general obligation at
law to mitigate a loss it may suffer or incur as a result of an event that may give rise to
a claim under this indemnity.
29.
LAW
This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England.
30.
JURISDICTION
EITHER (if the partner is located in the UK or a country which recognises judgments of
the English courts)
[The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with this Agreement or
its subject matter or formation (including non-contractual disputes or claims) and the
Parties waive any objection to proceedings in such courts on the grounds of venue or on
the grounds that proceedings have been brought in an inappropriate form.]
OR (in all other cases)
30.1
[Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved
by arbitration under the London Court of International Arbitration (LCIA) Rules, which
Rules are deemed to be incorporated by reference into this clause.
30.2
The number of arbitrators shall be one.
30.3
The seat, or legal place, of arbitration shall be London.
30.4
The language to be used in the arbitral proceedings shall be English.
31.
GENERAL
31.1
Neither Party shall assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of the other Party.
31.2
This Agreement including the Schedules attached hereto shall constitute the entire
understanding between the Parties in relation to its subject matter and supersedes all
prior agreements, understandings, discussions and representations made between the
Parties except for fraudulent misrepresentations.
31.3
Each Party acknowledges that, in entering into this Agreement, it has not relied on, and
shall have no right or remedy in respect of, any statement, representation, assurance or
warranty (whether made negligently or innocently) other than as expressly set out in this
Agreement.
31.4
If any clause or part of this Agreement is found by any court, tribunal, administrative
body or authority of competent jurisdiction to be illegal, invalid or unenforceable then
that provision will, to the extent required, be severed from this Agreement and will be
ineffective without, as far as is possible, modifying any other clause or part of this
Agreement and this will not affect any other provisions of this Agreement which will
remain in full force and effect.
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31.5
No failure or delay by any Party to exercise any right, power or remedy will operate as a
waiver of it nor will any partial exercise preclude any further exercise of the same, or of
some other right, power or remedy.
31.6
Nothing in this Agreement shall confer on any third party any benefit or the right to
enforce any provision of this Agreement.
31.7
The Parties agree to co-operate in defending any legal claim or complaint to the Office of
the Independent Adjudicator by a student or third party arising out of the operation of
this Agreement.
31.8
All references to any legislation or part of legislation in this Agreement shall be
interpreted to include any subsequent amendments or secondary legislation.
31.9
The English language version of this Agreement shall be regarded as the authoritative
version notwithstanding that it may be translated into another language.
Signed on behalf of the University of Warwick by
date..................................
Signed on behalf of the <partnerfullname> by
date..................................
22
SCHEDULE 1
The Course(s)
23
SCHEDULE 2
This Schedule sets out the financial arrangements which apply to this Agreement, in accordance with
clause 11.
32.
FRANCHISE FEE
32.1
The <partnershortname> shall pay to the University an annual franchise fee for each
student registered on a Course in accordance with the terms of this Agreement.
32.2
The franchise fee payable in respect of each Course shall be as follows:
[INSERT name of Course]
[INSERT fee]
[INSERT name of Course]
[INSERT fee]
[INSERT name of Course]
[INSERT fee]
32.3
The minimum franchise fee payable by the <partnershortname> in respect of each
Course shall be as follows: [INSERT details]
32.4
No refund of the franchise fee will be payable in the event that a student fails to complete
the Course for any reason (including failure to pass relevant examinations or removal
from the Course) [unless that student would have been eligible for a refund of tuition
fees under the University’s refund policy, in which case the University shall refund to the
<partnershortname> the relevant part of the franchise fee in accordance with that
policy.]
32.5
The amount of the franchise fee shall be reviewed by the University on an annual basis
and any changes will be notified to the <partnershortname> in advance of a new student
intake.
33.
OTHER FEES
33.1
The <partnershortname> shall pay to the University the following additional fees in
connection with this Agreement:
33.1.1
[Charge for initial partner and/or course approval process]
33.1.2
[Charge for periodic collaborative review]
33.1.3
[Charge for External Examiners]
33.1.4
[The expenses incurred by University staff (including External Examiners and other
representatives of the University) in connection with attendance at the
<partnershortname>’s premises for any reason connected with this Agreement, including
standard class air travel, hotel accommodation to an international standard, local travel
and subsistence costs.]
33.1.5
[The costs of academic staff time incurred in attending the <partnershortname>’s
premises for any reason connected with this Agreement, calculated as follows: INSERT
details].
33.2
The <partnershortname> shall bear all of its own costs arising out of the operation of
this Agreement including the costs of attendance by its staff at the University.
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