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PARTICIPATING INSTITUTION MEMBERSHIP AGREEMENT
INSTITUTE OF MATHEMATICS AND ITS APPLICATIONS
THIS PARTICIPATING INSTITUTION MEMBERSHIP AGREEMENT is effective
as of
, by and between The Regents of the University of Minnesota (“University”), a
Minnesota constitutional corporation, and
(“PI Institution”). This Agreement is entered
into by University through its Institute of Mathematics and Its Applications.
WHEREAS, the parties to this Agreement intend to join together in a cooperative effort
to support and strengthen the research capabilities at University in the field of applications of
applied mathematical methods (“Field”).
NOW, THEREFORE, for the mutual benefits and considerations each to the other, the
parties hereto agree to the following terms and conditions:
1.
PI Institution agrees to pay ten thousand and NO/100 U.S. dollars ($10,000.00) in support
of University Field for the time period from
through
. Thereafter this Agreement
will automatically renew for successive one year periods beginning on
and annual
payments of ten thousand and NO/100 U.S. dollars ($10,000.00) will be made on or before each
, unless either party sends written notice of its intent to terminate this Agreement at any
time before the next renewal.
2.
University will submit an invoice to PI Institution for the payment. The invoice will
identify this Agreement. University will mail the invoice to PI Institution at the following
address:
Attn:
PI Institution will pay the amount of the prepared invoice within thirty (30) days following
receipt. Payments will be made payable to University of Minnesota and will be sent to University
at:
Institute for Mathematics and its Applications
University of Minnesota
400 Lind Hall, 207 Church St. SE
Minneapolis, MN 55455
FORM: OGC-SC123
Form Date: 08.31.06
Revision Date: 01.11.10
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3.
All other correspondence sent to Pl Institution shall be sent to:
Attn:
4.
University grants PI Institution the following benefits in consideration of its support set
forth in Paragraph 1:
4.1
Access to publications of University that have been facilitated by the support
under this Agreement provided by PI Institution at an early stage for timely review of new
developments.
4.2
Opportunity to influence the topics to be studied within the Field through
discussion and interaction between PI Institution and University’s faculty, staff, and students.
4.3
A visit by University faculty, staff, or students to PI Institution for discussion of
University’s research and related collaborations, if such visit can be arranged conveniently for
both parties.
4.4
Three thousand and NO/100 U.S. dollars ($3,000.00) of the annual membership is
specifically earmarked for support of participation at Institute for Mathematics and Its
Applications (“IMA”) programs, workshops tutorials, conferences, and seminars, by scientists
from PI Institution. PI Institution faculty will be given preferential consideration for visiting
appointments.
4.5
IMA contributes thirty thousand and NO/100 U.S. dollars ($30,000.00) per year
to conferences held at participating institutions. PI Institution will be eligible to host such
conferences.
4.6
IMA provides up to fifty thousand and NO/100 U.S. dollars ($50,000.00) each
summer for a participating institution to host the IMA Summer Graduate Student Program. PI
Institution will be eligible to host such programs.
5.
Subject to the rights of any patent or copyright holder, University grants PI Institution the
right to freely disclose and use information and data obtained from IMA including, without
limitation, the right to freely copy, use, license and disclose information and data obtained from
IMA to any third party without accounting to University.
6.
The Parties understand and will agree that PI Institution may freely carry out other,
independent research directed to the Field.
7.
Both parties to this Agreement shall exercise reasonable care and diligence to prevent
their employees and agents from making, receiving, providing, or offering substantial gifts,
entertainment, payments, loans, or other considerations for the purpose of improperly influencing
the relationship between the parties. This obligation shall apply to the activities of each party in
its relations with the other party’s employees, representatives and their families, as well as the
other party’s vendors, contractors, or consultants.
FORM: OGC-SC123
Form Date: 08.31.06
Revision Date: 01.11.10
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8.
In regard to services provided under this Agreement, University shall comply with, and
shall require its subcontractors, if any, to comply with, all applicable rules, regulations, orders,
ordinances, codes, and laws of all duly constituted government authorities.
9.
Each party agrees that it will not, without prior written consent of the other in each
instance, use in advertising or publicity, or other similar promotional material, the name or marks
of the other.
10.
All suits, actions, claims and causes of action relating to the construction, validity,
performance and enforcement of this Agreement shall be in the courts of Hennepin County,
Minnesota and the law of Minnesota shall apply.
11.
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT
SHALL UNIVERSITY BE LIABLE, FOR LOST PROFITS, WORK STOPPAGE, LOST
DATA, OR ANY OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OF
ANY KIND.
12.
IN THE EVENT OF UNIVERSITY’S BREACH OR FAILURE TO PERFORM ANY
OBLIGATION UNDER THIS AGREEMENT, UNIVERSITY’S ENTIRE LIABILITY AND PI
INSTITUTION’S EXCLUSIVE REMEDY SHALL BE, AT UNIVERSITY’S OPTION,
EITHER TO: (I) RETURN THE MONETARY CONSIDERATION PAID TO UNIVERSITY
UNDER THIS AGREEMENT FOR THE THEN-CURRENT YEAR; OR (II) AGAIN
PERFORM THE OBLIGATION THAT FAILED TO SATISFY THE TERMS OF THIS
AGREEMENT.
13.
UNIVERSITY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING
THE SERVICES PROVIDED UNDER THIS AGREEMENT. THE PARTIES
ACKNOWLEDGE AND AGREE THE SERVICES SHALL BE PROVIDED AND
ACCEPTED “AS IS”.
14.
University’s relationship to PI Institution for all activities under this Agreement will be
that of an independent contractor. University is to exercise its own discretion on the method and
manner of performing its activities under this Agreement, and PI Institution will not exercise
control over University or its employees or subcontractors.
FORM: OGC-SC123
Form Date: 08.31.06
Revision Date: 01.11.10
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15.
This Agreement constitutes and contains the entire agreement of the parties with respect
to the subject matter hereto. No modification or amendment of this Agreement shall be valid
unless in writing signed by the parties hereto.
Regents of the University of Minnesota
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
FORM: OGC-SC123
Form Date: 08.31.06
Revision Date: 01.11.10
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