Memorandum of Understanding
PURPOSE AND SCOPE
The mission of DBF is to expand career pathways to growth and opportunity, helping people prepare for jobs of the future. In support of this mission, DBF has developed career literacy tools and training modules made available at this website specifically for individuals to become a certified Agilities Coach:
The Foundation values the role of formal and informal educators, as well as those working in workforce development, as vital and trusted partners in supporting individuals in the pursuit of education and career pathways. The Parties intended for this MOU are comprised of individuals and organizations interested in actively integrating and deploying these career literacy tools with the individuals they serve in a variety of learning environments and workforce development opportunities.
The objective of the Agilities Coach training model is to develop and prepare individuals empowered to share DBF career literacy tools in a variety of settings to help individuals expand pathways to economic growth and opportunity. This relationship also enables The Foundation to more quickly deploy and test new tools and resources through a network of coaches and encourages the ongoing creative exchange of ideas around best practice implementation of the career literacy tools.
• Participate in DBF approved Agilities Coach training course to gain an understanding of the DBF mission and vision, the Agility Advantage model, and career literacy tools;
• Support and embrace the value and role of an Agilities Coach in supporting and “walking with” individuals as they use the DBF career literacy tools to explore education and career options for their future;
• Access and use DBF career literacy tools, resources and materials shared through the Agilities Coach training course and made available through a membership-only website, www.agilitiescoach.org;
• Refrain from changing any content on provided resources or materials.
• Implement DBF career literacy tools with respective audiences, students, or clients with fidelity to the mission and objectives of DBF;
• Adhere to DBF Brand Guidelines when using or referencing the career literacy tools or products in all media formats;
• Incorporate standard language where appropriate (i.e., “career literacy tools and the Agilities are made available by The DeBruce Foundation,” “developed by The DeBruce Foundation,” “initiative of The DeBruce Foundation”) to acknowledge The DeBruce Foundation.
• All DBF career literacy tools, resources and curriculum are the intellectual property of The DeBruce Foundation and should be branded accordingly.
• Draw Your Future is the intellectual property of Up Your Creative Genius.
• Draw Your Future with Agilities is a copyrighted process and can be used with provided materials, but no changes can be made to the templates without prior approval.
• Facilitators may utilize the Draw Your Future with Agilities video with audiences but should contact Up Your Creative Genius directly for additional training if desiring to facilitate independently.
• DBF career literacy tools and resources must always to be made available at no cost to individual users.
• An Agilities Coach may freely incorporate the career literacy tools into programs or classrooms, however, if intending to use these materials to train other facilitators, The DeBruce Foundation requests your sharing plans for such prior to implementation and you may not charge for such train the trainer efforts.
• If new curriculum is developed that incorporates DBF career literacy tools, DBF invites your creativity and willingness to share the curriculum and your experience with the DBF team.
Jennifer Alvarez, Executive Project Manager
The DeBruce Foundation Email: firstname.lastname@example.org
AUTHORIZATION AND EXECUTION
Acknowledgement of this Memorandum indicates agreement to the Certified Agilities Coach Terms of Engagement attached hereto as Exhibit A, but does not otherwise constitute a formal undertaking, and as such it simply intends that the Agilities Coach shall strive to reach, to the best of their abilities, the expectations stated in this MOU.
Exhibit A to MOU
Certified Agilities Coach Terms of Engagement
These Terms of Engagement (Terms) constitute an agreement between you (the Certified Agilities Coach) and us (The DeBruce Foundation or DBF). It describes how we will work together and other aspects of our relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are important, however, and we cannot have you participate in our Agilities Coach Training Program (ATC Program) unless you agree to them. By signing the MOU or participating in our ATC Program, you are agreeing to these terms. The purpose of the ATC Program is as described in the MOU to which these Terms are attached.
"Agilities Portal" means all of our web-based applications, tools and platforms that we may make available to you, and are developed, operated, and maintained by us, accessible via www.agilitiescoach.org, www.agilities.org, www.debruce.org or any other designated URL we provide to you, and any ancillary tools, content, training materials or services we provide in connection with the ATC Program.
"ATC Program Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we make available to you under these Terms.
“ATC Program” means the program as described in these Terms.
We", "us", “our”, and “DBF” means The DeBruce Foundation.
“You” and “Certified Agilities Coach” means the party, other than DBF, entering into these Terms and participating in the ATC Program.
2. Acceptance, Rights and Obligations
a. Your Acceptance. Once you complete an application to become a Certified Agilities Coach, we will review your application and notify you if you have been accepted to participate in the ATC Program. If you are accepted to participate in the ATC Program, then these Terms shall apply in full force and effect, until terminated pursuant to the terms set forth below. Upon acceptance into the ATC Program, you will conduct ATC Program training sessions as set forth in the MOU or otherwise in accordance with our directions
b. Your Rights and Obligations. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to use, demonstrate and promote the ATC Program Content solely in an educational capacity to individuals who wish to expand pathways to economic growth and opportunity.
c. Limitations on Use of the ATC Program Content. You may not resell, license, sublicense, lease, rent or otherwise use the ATC Program Content for profit, provided that the foregoing will not restrict you from charging tuition fees generally, which tuition fees would apply
regardless of the inclusion of the ATC Program Content in your curriculum. You may also not include the ATC Program Content in materials that are going to distributed outside of your classroom or organization (for example, for inclusion in a published book), without our express prior written consent in each case. You may not alter the appearance of the ATC Program Content or remove our name or logo from the ATC Program Content. “Whitelabeling” is strictly prohibited.
We will inform you of the certifications or qualifications that you are required to have received in order to participate in the ATC Program. Unless we otherwise agree in writing, no ATC Program Content can be sold, licensed or used for profit by you or your company or agency. Unless otherwise specified, all certifications expire two years from the end of the month in which they were granted. Certified Agilities Coaches will need to renew their certification status as required in order to retain access to and to continue to participate in the ATC Program unless we elect to waive this requirement.
4. Permitted Scope of Use
5. No Fees
No fees, commissions or other payments will be due or payable under these Terms. Each party is responsible for its own costs and expenses related to these Terms.
6. Trademarks and Press Release
During the term, you may use our trademarks pertaining to the ATC Program Content as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the ATC Program and these Terms and not use any other marks on any training materials; and (iii) immediately comply if we request that you discontinue use. You must not: (a) use our trademarks in a misleading or disparaging way; (b) use our trademarks in a way that implies we endorse, sponsor or approve of your services or products or that you are in any way employed by DBF; or (c) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
If you are accepted as a Certified Agilities Coach and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to email@example.com.
7. Proprietary Rights
The ATC Program Content, the Agilities Portal and the DBF products and services are protected by intellectual property laws. The ATC Program Content, the Agilities Portal and the DBF products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the ATC Program Content, the Agilities Portal and the DBF products and services. DeBruce, AWP, the "A" Design, the AGILITIES marks and logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in these Terms.
We encourage all coaches, users and partners to comment on the Agilities Portal, ATC Program, and DBF products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the DBF products and services, without payment to you.
You grant an exclusive, worldwide, perpetual license to DBF to use, distribute, copy and exploit any of the content that you have created independently in connection with the ATC Program and that you have provided to DBF (“Submitted Content”). For the avoidance of doubt, DBF may, in its discretion, make ATC Content available on the Academy Portal and share Submitted Content with other participants in the ATC Program for their own use during their participation in the ATC Program.
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential (including, without limitation, information pertaining to DBF beta features and product roadmap), and (ii) information that should reasonably be considered confidential by the recipient, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
9. Term and Termination
a. Term. These Terms will apply for as long as you participate in the ATC Program, until terminated.
b. Termination Without Cause. Both you and we may terminate these Terms on thirty (30) days written notice to the other party.
d. Effects of Expiration/Termination. Upon termination or expiration, you will discontinue all use of and delete all ATC Program Content and will immediately discontinue all use of our trademark, including any DBF badges, if applicable. Termination or expiration of these Terms shall not cause your subscription agreement to be terminated, if you have one.
a. Applicable Law. These Terms shall be governed by the laws of the State of Missouri, without regard to the conflict of laws provisions thereof.
b. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms.
c. Severability. If any part of these Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.
d. Entire Agreement. These Terms and the MOU set forth the entire agreement between us for ATC Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us.
e. Assignment. You will not assign or transfer these Terms, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign these Terms to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
f. No Third Party Beneficiaries. Nothing in these Terms, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
g. No Licenses. We grant to you only the rights and licenses expressly stated in these Terms, and you receive no other rights or licenses with respect to us, the DBF products and services, our trademarks, or any other property or right of ours.
h. Survival. The following sections shall survive the expiration or termination of these Terms: ‘Prop