Legal Provision Language

BOILER PLATE LANGUAGE FOR LEGAL PROVISIONS


Below is language that has been approved by the General Counsel for incorporation into detailed activity agreements when appropriate:

a. Non-Discrimination. The parties agree not to discriminate on the basis of religion, race, creed, national or ethnic origin, sex, age, handicap, political affiliation, sexual orientation, disability or status as a veteran.

b. Compliance with Law. The parties specifically intend to comply with all applicable laws, rules and regulations as they may be amended from time to time. If any part of this Agreement is determined to violate federal, state, or local laws, rules, or regulations, the parties agree to negotiate in good faith revisions to any such provisions. If the parties fail to agree within a reasonable time to revisions required to bring the entire Agreement into compliance, either party may terminate this Agreement upon thirty (30) days prior written notice to the other party.

c. Force Majeure. In the event students are unable to complete the Program due to causes beyond the control of Miami, including, but not limited to: acts of God; war; acts of the government; fires; floods; epidemics; quarantine restrictions; strikes, labor disputes or work stoppages; transportation contingency; and freight embargoes; other catastrophes or any similar occurrences beyond Miami’s reasonable control, Miami will assist the affected students in finding an alternate site to complete the Program.

d. FERPA. The parties acknowledge that information (if any) received from Miami regarding students may be protected by the Family Educational Rights and Privacy Act (“FERPA”), and agrees to use such information only for the purpose for which it was disclosed and not to make it available to any third party without first obtaining the Student's written consent. For the purposes of this Agreement, Home Institution shall be deemed to be a “university official”.

e. Use of Name. None of the parties shall use the name, logo, likeness, trademarks, image or other intellectual property of either of the other parties for any advertising, marketing, endorsement or any other purposes without the specific prior written consent of an authorized representative of the other party as to each such use. Home Institution may refer to the affiliation with Miami in public information materials regarding the relevant Program. Miami reserves the right to review and request modification of Home Institution’s reference to Miami as necessary.  Home Institution may refer to the affiliation with Miami in its brochures and other public information materials having to do with the Program.

f. Independent Contractors. Each party is separate and independent and this Agreement shall not be deemed to create a relationship of agency, employment, or partnership between or among them. Each party understands and agrees that this Agreement establishes an independent contractor relationship and that the agents or employees of each respective party are not employees or agents of any other party.

g. Severability. The provisions of this Agreement are severable, and if any provision of this Agreement is found to be invalid, void or unenforceable, the remaining provisions will remain in full force and effect. 

h. Waiver. The waiver of any breach of any term of this Agreement does not waive any subsequent breach of that or another term of this Agreement. 

i. Assignment. No party may assign this Agreement or any rights or obligations under this Agreement to any person or entity without the prior written consent of the other parties. Any assignment in violation of this provision is null and void.

j. Governing Law. This Agreement shall be construed and enforced solely pursuant to the laws of the State of Ohio (USA), without giving effect to the principles of conflicts of laws thereof and the parties agree that this Agreement shall be subject to the sole and exclusive jurisdiction of the state and federal courts located in the State of Ohio (USA). The Parties agree that the foregoing governing law, jurisdiction and forum selections have been concluded as a result of arms-length negotiations and are not overly onerous or burdensome to either Party. Notwithstanding the foregoing, any court with competent jurisdiction may enforce the judgment and ruling of the state and federal courts located in the State of Ohio (USA). The Unite Nations Convention on Contracts for the International Sale of Goods (“UN CISG”) shall not apply to this Agreement.

k. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior discussions, agreements and undertakings of every kind and nature between them, whether written or oral, with respect to such subject matter. This Agreement may subsequently be modified only by a written document executed by both parties.

l. Translations.  The parties acknowledge and agree that this Agreement was originally written in English and only the English version of this Agreement shall be binding on the parties.  The parties further acknowledge and agree that they have had a chance to carefully review (with their attorney if necessary) all of the terms of this Agreement, that they fully understand all of their rights and obligations under this Agreement, and that they agree to be bound by this Agreement. All references to time in this Agreement or any communication between the parties, unless specifically stated otherwise, shall mean Eastern Standard Time (UTC – 5:00)/Eastern Daylight Time (UTC – 4:00). All references to currency in this Agreement or any communication between the parties, unless specifically stated otherwise, shall be in United States Dollars.

m. Notices.  Any consent, waiver, notice, demand, request or other instrument required or permitted to be given under this Agreement or any related agreements shall be in writing and shall be delivered by hand or sent prepaid telex, cable or facsimile transmission, or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or transmitted, or if mailed, five (5) days after the notice is delivered to the courier service, addressed to the addresses set forth herein, or to such other address as may later be specified in writing by either party.