Transfer School Network

    This Memorandum of Understanding (“Memorandum”) describes the terms on which the Aspen Institute (the “Institute”), the Jack Kent Cooke Foundation (the “Foundation), and the Transfer Scholars Network Participant (“Participant”), will carry out certain activities within the Transfer Scholars Network Program (“Program”).

    WHEREAS, there is a pressing need to enhance opportunity for low- and moderate-income students at America’s leading two-year community colleges and four-year colleges and universities;

    WHEREAS, it should be incumbent upon the complete spectrum of higher education to ensure both higher rates of community college student transfer between two-year and four-year institutions and bachelor’s completion.

    WHEREAS, the Jack Kent Cooke Foundation funded the Institute to project manage the Transfer Scholars Network, a network of two-year community colleges and four-year institutions committed to fully serving the abundance of community college students seeking further opportunity; and

    WHEREAS, the Institute, the Foundation, and the Program Participant (the “Parties”) now wish to coordinate their communications and data sharing commitments within the Program;

    NOW THEREFORE, the Parties hereby agree as follows:

    1. Transfer Scholars Network Participant Commitment

    The Participant confirms its commitment to participate in the Program and its activities and coordinate its Program-related efforts with the Program Representatives, including staff members of Institute appointed for running the program (“Program Representatives”).

    2. External Relations and Communications

    The Parties agree that all public communications and press releases concerning general or individual Program-related activities are under embargo until after the official announcement, which will be coordinated by the Program Representatives. The Institute shall give the Participant an advance notice of the official announcement.

    Once the official announcement has been issued, the Participant, as a Program member, acknowledges the following guidelines for external relations:

    • Program members are encouraged to speak publicly about their own and general Program-related activities, goals, and values (e.g., expanding opportunity for talented students of all backgrounds, student transfer from community colleges to selective four-year institutions, the value of working together to create a national student pipeline, and the collective work to increase post-secondary outcomes for lower-income students, etc.);
    • Program members are encouraged to consult Program Representatives in advance of their public statements about general Program activities.

    To maintain consistency in terminology and messaging, Program Representatives will equip the Participant and other participants with informational and communications resources.

    3. Name and Trademark Usage

    Program Participant hereby grants to the Institute and to the Foundation a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use its name, logo, trademark, service mark, and trade name for use in connection with the Program and its activities, including, without limitation, publication on the Program website and in other published materials.

    Program Representatives will notify the Participant in advance about each new form of use. Notwithstanding the foregoing, the following forms of use do not require advance notification: listing on the Program website as a Program member, listing on other Program promotional materials (e.g., flyers, one-pagers, etc.), listing on Program research materials (e.g., case studies, strategy papers, blogs, etc.).

    The Program Representatives hereby grants to the Program Participant a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use the Transfer Scholars Network name, logo, trademark, service mark, and trade name for use in connection with the Program and its activities under this Memorandum, including, without limitation, publication in published materials.

    Both of the aforementioned rights will terminate as of December 31, 2022 or earlier if the Parties terminate this Memorandum prematurely, as provided below in Section 5 (Term and Termination).

    4. Data and Information Collection and Sharing

    The Parties acknowledge that collection and sharing of accurate, consistent institution data on enrollment and outcomes by income and other socioeconomic and demographic characteristics is an integral part of the Program. The Participant agrees to cooperate in providing such data in aggregate form to the Program Representatives.

    The specific data elements to be collected and the data-sharing processes will be determined and mutually agreed upon by the Parties taking into account the Program’s goals and administrative requirements. The Parties acknowledge each will handle such data in accordance with applicable state and federal privacy laws and regulations and its own privacy policies.

    The Participant agrees to provide the Program Representatives with individual student names and their contact details, to the extent permitted by law, to promote participation in the Program as part of the Program’s activities. However, it is understood by the Parties that individual student level data will not be requested or collected from the Participant.

    The Parties acknowledge that individual student data, including socioeconomic, demographic, and outcomes data, can be requested directly from the student by the Program Representatives once a student enters the Program. The individual student may elect to voluntarily self-report their data to the Program Representatives upon entry to the Program and throughout their duration and participation in the Program. Students who opt to not provide their individual data to the Program Representatives can participate in the Program with no penalty or consequence.

    The Participant is responsible for appointing a point of contact who will advise the Program’s project leads on data collection, measurement definition, and reporting. The Participant agrees that the Program Representatives may share contact details for such appointed contact (including, but not limited to, name and e-mail address) among all participating Program members.

    The Participant agrees that the Program Representatives, the Institute, and/or the Foundation may publicly share—including, but not limited to, on the Program website—data and information about institutional activities in the aggregate (i.e., across all participating institutions) without prior approval from it or other participating institutions.

    The Participant agrees that the Program Representatives may, without additional prior approval from it or other participating institutions, share internally (i.e., among all participating Program members) institutional-level data collected for the purposes of the Program, but only if data sets and related reports do not identify individual institutions.

    The Participant agrees that practice-sharing is a core activity of the Program. The Program Representatives may, without additional prior approval from it or other participating institutions, share internally (i.e., among all participating Program members) descriptive information about the Participants’ activities and programs that relate to the Program’s focus areas.

    The Program Representatives will seek permission from the Participant and other individual Program members before publicly or internally sharing or attributing all other institutional-level data and information (including institutional targets, enrollment and survey data) collected for the Program, which permission shall not be unreasonably withheld or delayed.

    The Program Representatives may publicly share, including on the Program website, institutional practices and data aggregated for all participating institutions with no additional permissions from the institutions as long as those practices and data are not attributed to an individual institution and there is no risk that the practices or data will be identifiable in any way.

    The Participant agrees to keep other Program members’ data received through its participation in the Program and its activities confidential. Confidential information does not include information which (a) was or becomes generally available to the public other than as a result of a disclosure by the receiving Party or its representatives; (b) was or becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party or its advisers, provided that such source was not known by the receiving Party to be bound by any agreement to keep such information confidential, or otherwise prohibited from transmitting the information to the receiving Party by a contractual, legal or fiduciary obligation; or (c) if required to be disclosed to comply with law or law enforcement request, provided timely notice is given to the Program’s member(s) whose data may be disclosed, so as to give those member(s) a reasonable opportunity to object or seek a protective order, at the objector’s own expense.

    5. Term and Termination

    This Memorandum shall be effective from the date of the last signature below and remain effective until December 31, 2022, unless terminated earlier. This Memorandum may be terminated by the Parties and/or a Party upon thirty (30) days written notice to the other Party/ies. This Memorandum shall also automatically terminate if the Program is discontinued. The Program Representatives shall promptly notify the Participant of such discontinuation. Upon termination, any licenses granted under this Memorandum shall expire; the obligations regarding Confidential information shall continue in perpetuity.

    6. Miscellaneous

    This Memorandum constitutes the entire arrangement of the Parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. No modification or claimed waiver of any provision of this Memorandum shall be valid except by written amendment signed by authorized representatives of the Parties.

    This Memorandum and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one memorandum.

    Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall waiver of any breach of this Memorandum be construed as a continuing waiver of other breaches of the same or other provisions of this Memorandum. If any provision or provisions of this Memorandum shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

    Neither party may assign or transfer, directly or indirectly, all or part of its rights or obligations under this Memorandum without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

    The Parties are independent contracting parties, and nothing contained in this Memorandum shall be deemed to create a formal partnership, joint venture, employer/employee, sponsorship or agency relationship between them, nor does it grant either Party any authority to act on behalf of or incur any obligation in the name of the other or to represent it has the authority to bind the other.

    The Parties agree if a dispute arises out of this Memorandum and if the dispute cannot be settled through negotiation between the Parties, the Parties agree first to try in good faith to settle the dispute by mediation to be held in Washington, D.C. and administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration or some other dispute resolution procedure.

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