海外院校合作协议原本

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1、OVERSEAS AGENTS AGREEMENTDATE: Feb. 1st ，2012 PARTIES:1. “The University”: University of Idaho，a public corporation, state educational institution, and body politic and corporate organized and existing under the Constitution and laws of the state of Idaho, as represented by the University of Idaho C

2、hina Office (UICO).The Agent: XXXXXXXXXXXXXXXXXXXXX请根据实际情况填写RECITALS:A.The University, as represented by the UICO, wishes to broaden and extend its range of students in particular to potential students resident outside the United States,B.The Agent has recruitment experience in the field of educatio

3、nal services in China and is willing to assist the University in this regard on the terms set out belowOPERATIVE PROVISIONS:1.Interpretationl.1In this Agreement, unless the context otherwise requires:“Contractual Year”means the period of twelve months commencing the date of thisAgreement. Academic Y

4、earmeans the year, in which the courses run, which is normally September to June (undergraduate) and September to September (graduate).Educational Servicesmeans courses of study offered by the University.Enrolled Studentmeans any student who completes the enrolment process with the University for a

5、full time course of study referred by the Agent.2.Governing LawThis Agreement shall be governed by and construed in all respects in accordance with the laws of U.S and Idaho, and each party hereby submits to the non-exclusive jurisdiction of the Courts operating under these laws (U.S and Idaho).3App

6、ointment of Agent3.1The University, represented by UICO, hereby appoints the Agent as its non-exclusive representative in China to assist the University to extend the diversity of its students by referring it to potential students who are of such experience and ability as may benefit from its Educat

7、ional Services. The agent hereby agrees to act in this capacity subject to the terms and conditions of this agreement.3.2The appointment of the Agent shall not restrict the Universitys entitlement to market and promote its Educational Services (and each element thereof) in China without the involvem

8、ent of the Agent.3.3The University reserves the right to exclude any course from the Educational Services. The University will take all reasonable steps to offer an alternative course, where possible.4Agents Duties4.1 The Agent shall promote the Universitys Educational Services to serious students i

9、n China who are of sufficient experience and academic capability to benefit from the courses.4.2 The Agent shall be entitled to promote the services of other educational institutions in China. However, the Agent shall at all times act in the best interests of the University.4.3 The Agents shall refe

10、r good quality candidates and fully completed applications to the University for consideration. The conversion rate for these applications should be at least 30%.4.4 The Agent shall keep the UICO fully informed of its recruitment activities, and ensure that all adverts and translated materials relat

11、ed to the University are checked by the UICO before publication.4.5 The Agent shall immediately inform the UICO of any complaint or actual or threatened legal proceedings concerning the University.4.6 The Agent shall comply with all applicable laws and regulations relating to the marketing and promo

12、tion of the Educational Services in China.4.7 The Agent shall submit to the UICO an invoice in respect of referred students as soon as possible after the commencement of the academic year in which the student enrols.4.8 The Agent shall comply with the following Code of Professional Standards and Eth

13、ics:4.8.1 The Agent shall, at all times, conduct itself with integrity and in a manner that will contribute to the positive image of the University as a reliable and trustworthy provider of high quality education and training.4.8.2 The Agent shall promote itself in a professional and ethical manner

14、and shall ensure that its recruitment and promotional activities reflect best practice.4.8.3 The Agent shall promote itself fairly and without recourse to unfavourable or negative comparisons with other institutions, or otherwise employ unfair or unprofessional practice to damage the interests of ot

15、her institutions.4.8.4 The Agent shall be honest in communicating information about itself and the University in published, oral or any other form. They shall not knowingly or by a failure of professional standards provide or disseminate false, incomplete or misleading information.4.8.5 The Agent sh

16、all act, at all times, in the best interests of students or prospective students and shall offer advice and counselling to achieve this.4.9The Agent shall not:-4.9.1 Use any advertising, promotional or selling materials in relation to the University except those supplied or approved in writing by th

17、e University.4.9.2 Engage in any conduct, which, in the reasonable opinion of the University, is likely to be prejudicial to the Universitys business, educational reputation or the marketing of the Educational Services generally.Present themselves, or permit any person to present themselves, as bein

18、g authorised to bind the University in any way.5.Duties of the University via the UICO5.1The UICO shall, at its own expense, supply the Agent with a reasonable quantity of the Universitys student application forms and such promotional literature and information as the Agent may require for the purpo

19、ses of counselling students appropriately and accurately.5.2The University reserves the absolute right to reject any potential student notified or introduced to it by the Agent. All such decisions are solely the responsibility of the University.6. Financial Provisions6.1 Commission will only be paya

20、ble to the Agent in respect of students recruited to courses delivered in Idaho who are paying the out of state tuition fees.6.2 UICO shall pay the Agent a commission at the rates in the following tableNumber of students Enrolled per yearCommission for ALCP coursesCommission for main stream courses1

21、-5 students10%5% for first two semesters6-15 students10%10% for first two semesters16+ students12.5%12.5% for first two semestersNote 1: Higher percentage of commission is payable when the total number of students enrolled in a calendar year, e.g. 12.5% of ALCP courses are payable for all 18 student

22、s if the total number of students enrolled in a year is 18.6.3 The Agent shall submit to the UICO an invoice for commission and marketing support fund in respect of referred students.6.4 All sums payable under this Agreement are inclusive of any value added tax or other applicable tax.7.Confidential

23、ity7.1The Agent shall keep strictly confidential (not disclose to any third party) any information relating to the Educational Services or to the affairs and business of the University. 7.2The agent shall not disclose information about applicants or students to any third party for any reason.8.Durat

24、ion and Termination8.1This Agreement shall commence on the date when both parties have signed the agreement and shall continue in force for a period of one year.8.2Either party shall be entitled to terminate this Agreement forthwith by giving to the other not less than 90 days notice in writing (let

25、ter, email or fax).8.3The University via the UICO shall be entitled to terminate this Agreement by written notice to the Agent at any time if:-8.3.1The Agent commits any breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy the breach within 14 days of receipt of w

26、ritten notice requiring the breach to be remedied.8.3.2The Agent fails to devote such time and attention as is necessary to yield a volume of Enrolled Students commensurate with the reasonable potential for recruitment in China.8.3.3The Agents company is liquidated or the Agent cannot pay their debt

27、s. 8.4Termination of this Agreement shall be subject to any rights and remedies either party may have under this Agreement or in law.8.5Within 30 days of termination of this Agreement, the Agent shall return to the University all promotional literature, information and other material relating to the

28、 Educational Services. 8.6The Agent shall have no claim against the University for compensation for loss of agency rights, loss of goodwill or any similar loss, except in respect of commission payments, which are due to the Agent.9.Notices9.1Any notice required to be served shall be in writing, and

29、shall be served by courier post to the other party at the address stated in this Agreement.9.2 Any notice sent by courier post shall be deemed to have been served 14 days after despatch. In proving service of the notice, it will be sufficient to prove that such notice was recorded by courier.10. For

30、ce MajeureShould this proposal be delayed in fulfilment, or is not fulfilled because of any cause beyond the control of either parties, such as flood, fire, earthquake, war, government laws, regulations or restrictions etc, both parties will be free from any obligation.11. Dispute ResolutionIn the e

31、vent of any dispute arising, the parties agree to solve the problem by way of mutual and responsible negotiation.12.General12.1Nothing in this Agreement shall constitute or be deemed to constitute a partnership or the relationship of employer and employee between the parties.12.2This Agreement conta

32、ins the entire agreement between the parties with the respect of the subject matter and supersedes all previous agreements and understandings between the parties.12.3If any provision of this Agreement is held by any Court or other competent authority to be void or unenforceable in whole or in part,

33、the other provisions within this Agreement shall continue to be valid.12.4This Agreement may not be modified except by a written request, which is agreed by both parties. A new Agreement will be issued if any modifications are agreed.12.5The Agent shall not assign, transfer, charge or in any way mak

34、e over or purport to assign, transfer, charge or make over this Agreement or its rights and/or obligations hereunder.AS WITNESS the hands of the parties or their duly authorised representatives the day and year first above written.Duly authorised for and on behalf of The University of Idaho China OfficeSIGNED BY:_CHARLES JEFFERY SUN, DIRECTOR, UNIVERSITY OF IDAHO CHINA OFFICEDATED:_Duly authorised for and on behalf of XXXXXXXXXXXXXXXXXXXXXXSIGNED BY:_XXXXXXXXXXXXXXXXXXXXXXXX（name and title）DATED:_ConfidentialPage 5