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NORTH CAROLINA STATE UNIVERSITY
STUDY ABROAD PROGRAM DEVELOPMENT AGREEMENT
T fflS STU D Y A B R O A D PR O G R A M D EV ELO PM EN T A G R E E M E N T (“A greem ent”) is
made and entered into as o f the date o f the last signatuře below by and between N O RTH CAROLINA
STATE U N IV ER SIT Y on behalf o f its NC State European C enter in Prague (“N C State”!, and Charles
U niversity’s Faculty o f M athem atics and Physics (“C harles U niversity”'!. This agreem ent builds on the
existing M emorandum o f Understanding between both institutions. NC State and Charles University FMP
may be referred to eollectiveiy in this A greem ent as the “Parties” or each individually as a “P arty.”
W HEREAS, NC State Prague has requested that Charles University provide and perform certain
Services; and,
W HEREAS, the Services contemplated herein will further the instructional, research, and public
service objectives o f N C State in a m anner consistent with its status and m ission as a public educational
institution; and.
NO W , TH EREEO RE, in exchange o f the mutual promises contained herein, and for other good
and valuable consideration, the receipt and suffíciency o f which are hereby acknowledged, NC State and
Charles University agree as follows:
1. Charles U niversity Responsibilities and Services. C harles U niversity agrees to provide or
supply N C State with the Services described in Exhibit A (the “ Services”-). As described in
Exhibit A, the Services shall include Charles University providing course instructors, guest
lecturers, and/or academ ie exercises, or parts thereof, and related activities (the “ Program ”-).
Program participants shall be selected by NC State and not Charles University.
2. NC State’s Responsibilities and Services. NC State shall be responsible for providing the
Services described in Exhibit B (“N C State Services”).
3. Term. Charles University shall commence providing the Services on or about January 20, 2019
and ending on or about April 19, 2019 (the “Term ”-). The A greem ent may be renewed for
additional Terms.
4. Pavment. in support o f the Services provided pursuant to this Agreement, NC State shall pay
C harles U niversity in accordance with the schedule, terms, and paym ent instructions contained in
Exhibit C .
5. Academ ie O versight. NC State shall have the finál review and approval o f course instructors,
guest lecturers, and/or course content. if serving as an instructor o f record, instructors provided
by Charles University must meet NC State’s teaching qualifications and verification o f teaching
eligibility.
6. Term inati o n. This A greem ent may be term inated by either Party upon sixty (60) days’ written
notice to the other party. If a particular course is cancelied by NC State after course content has
been approved by NC State, NC State will pay 20% o f the payment for the course to cover
expenses incurred by Charles University related to instructor selection and course content
preparation. If Charles University is unable to provide the Services or an individual course as o f
the beginning o f the Term, due to no fault o f NC State, then Charles University agrees to
reimburse NC State for any payment received for the Services or course, and NC State will have
no further financial obligations regarding the Services or course.
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7. C om pliance with Applicable Laws. Charles U niversity sha!l com ply with all applicable lavvs,
ordinances, codes, rules, and regulations in their perform ance o f the Services and this Agreement,
including but not limited to all approvals, iicenses and permits for satisfying any requirements to
offer the Program.
8. Intellectual Propertv. N either party transfers by operation o f this A greem ent any intellectual
property rights owned by either Party now or hereafter acquired in connection with its
performance under this Agreement.
9. C onfidentialitv. No Party shall make any unauthorized use or disclosure o f any inform ation o f a
confidential or proprietary nature concem ing the other Party. In order for any information
provided by a disclosing Party to be considered “confidential” or “proprietary” by the receiving
Party, the disclosing Party shall indicate in writing that the inform ation disclosed is confidential
or proprietary in nature. If any Party is subject to laws governing public records, com pliance with
such laws shall not be deemed a violation o f this provision.
10. L iabilitv.
a. C harles U niversity will defend, indem nify, and hold harm less NC State, its trustees,
offícers, employees, and agents from and against all claims, demands, loss, liability,
expense, or damage (including attorneys’ fees) arising out o f injuries (including death) or
property dam age suffered by any person arising out o f C harles U niversity’s negligent
perform ance o f the Services under this Agreem ent or as a result o f C harles U niversity’s
willful misconduct.
b. N otw ithstanding any other provision o f this Agreem ent, NC State’s liability, as an agency
o f the State o f North Carolina, for any injury or property damage arising out of this
A greem ent or NC State’s perform ance o f the Services is subject to the immunities,
procedures, and lim itations o f the N orth C arolina Tort C laim s Act, Article 31 o f C hapter
143 o f the North Carolina General Statutes. NC State does not waive its sovereign
immunity or any rights or defenses under the North Carolina Tort Claims Act.
11. N otices. All notices shall be sent by either electronic m ail or registered or certifíed mail and
addressed to the individua! at the address given below, or such other address as may hereafter be
designated by notice in writing, or by :
If to NC State: NC State Buropean C enter in Prague
Attn:
Malé nám ěstí 1 / Karlova 27
Praha 1 - Staré Město 110 00
Czech Republic
Email:
If to Charles University:Proděkan pro koncepci studia
Matematicko-fyzikáiní fakulta UK
Ke Karlovu 3
121 16 Praha 2
Czech Republic
Email:
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12. Force M aieure. N either Party shall be deemed to be in default o f its obligations hereunder if and
so long as it is prevented from perform ing such obligations by an act o f war, hostile foreign
action, nuclear explosion, earthquake, hurrícane, tornádo, or other catastrophic natural event or
act of God.
13. E ntire A greem ent. This A greem ent contains the entire agreem ent o f tlie Parties and there are no
representations, inducements or other provisions other than those expressed herein. All changes,
additions or deletions to this A greem ent shall be in w riting and executed by the authorized
representatives o f both Parties.
14. Severability. Should any non-m aterial provision o f this A greem ent be declared illegal, void, or
unenforceable under applicable law, or shall be considered severable, the Agreement shall remain
in force and be binding upon the parties hereto as though the said provision had never been
included.
15. Electronic Signatuře. Each Party acknow ledges and consents to the use o f electronic signatures
by the other Party. This Agreement and any other documents requiring a signatuře hereunder,
m ay be signed electronically in the inanner set forth by NC State or as otherw ise m utually agreed
by the Parties. Neither party shall contest the legal effect, enforceability, or admissibility o f this
A greem ent solely because it was signed electronically.
16. C ounternarts. This A greem ent m ay be executed in one or m ore counterparts, each o f which will
constitute an originál, but all o f which together will constitute one instrument.
[SIGNATUŘE PAGE FOLLOWS]
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IN W ITNESS W H EREO F, Organization and NC State have executed this Agreem ent as o f the
date o f the last signatuře below as indicated by the signatures o f their authorized representatives.
CHARLES UNIVERSITY FACULTY OF NORTH CAROLINA STATE UNIVERSITY
MATHEMATICS AND PHYSICS„
Name: j hfpJolnS .~
Name: Pro/. jfejŇDr. Jan Kratochvíl, CSc. Title: T A - k n M ť k c h r s , Ň C S h <+< P a ď
Title: Deap , 3 1 - 10' 2018 Date: Č x /t? / 3 X O ! Z________
Date: ______
Recom m ended by:
Name: J M í i r i w & w\n / z a ^ RV
Title: A\ssssoociate Director _ .
Date:
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EXHIBIT A
Scope o f Services
1. Charles U niversity will provide a course instructor for the follow ing course and term:
Course: MA 341: Applied Differential Equations
Term: Spring 2019
2. Charles University is responsible for identifying all guest lecturers, and/or academ ie exercises.
3. Charles University will provide specialized laboratory space (if applicable).
4. Charles University will respond to instructor requests by NC State within one to two (1-2) months
o f the receiving the requirem ents. If C harles U niversity is not abie to provide ínstructors or
laboratories, NC State Prague may look for them at other universities.
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EXHIBIT B
NC State Services
1. NC State will provide lecture rooms and classroom space for the follow ing course and terms:
Course: MA 341: Applied Differential Equations
Term: Spring 2019
2. NC State will provide appropriate technology equipm ent and support for the classroom space.
3. N C State will approve all instructors and will coordinate the W ES V erification and Hurnan
Resources process directly with the approved instructor.
4. NC State will request the requirements for course instructors at least six (6) months in advance.
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EXHIBIT C
Payment Information
N C State will pay C harles U niversity FM P 70,000 CZK for each 3 credit course that is
taught.
The due date is 30 days prior to the start o f each sem ester payable by invoice. Contact
inform ation for paym ent is: Jiří Buchar, Business Services, ibuchar@ ncsu.edu.