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The Cooperation AgreementBetweenxxx AndWuhan No.3 Middle School (No.3 Middle School)Betweenxxx (hereafter referred to as xx) San Jose, CA 95124, USA President:Performer of this Agreement: Telephone Number: Fax Number: E-mall: ANDWuhan No.3 Middle School (hereafter referred to as No.3 Middle School) Wuhan, Hubei, P.R.CPresident: Performer of this Agreement: Telephone Number: Fax Number: E-mail:Article 1 Program and Objective of the Collaboration 1.1 In consideration of equity and mutual benefit, the two parties have reached an agreement on an educational program listed below; 1.2 The objective of this cooperation agreement is to establish an international partnership to provide first class higher education to qualified Chinese candidates through combined efforts of both parties. Article 2 Effective Date 2.1 This agreement shall be effective when signed by both parties and the relevant government education authorities have approved the delivery of the program in N0.3 Middle School. Article 3 Students Recruitment 3.1 The program will recruit students from Chinese Junior Middle School and will strictly follow the student recruitment plan approved by Hubei Provincial Education Commission; Article 4 Subject and Number of students4.1 The proposed number of each years recruitment is no less than 100 students. Should the recruitment be under 100, two parties will have a further discussion and decide to proceed with this joint program or not.Article 5 Instruction and Administration5.1 All the instructors providing course instruction in the English language shall be approved by XXX and No.3 Middle School for their qualification;5.2 The both parties will responsible for the teaching task, shall together discuss the curriculum and teaching plan. XXX will recognize all the credits that students obtained in No.3 Middle School;5.3 Each subject will be taught at the No.3 Middle School facility. The subject consists of obligatory courses and optional courses. The students will be able to complete the entire course within three year; 5.4 Students who successfully complete the joint program will be granted the Graduate Certificate from xxx and No.3 Middle School. Article 6 Fees6.1 The actual tuition level will be within the range approved by the Chinese government authorities; 6.2 Additional each student should pay $ xxx per year to cover the extra costs of this international program;6.3 All the program costs should be paid from the tuition incomes mentioned in article 6.2. The remained profit should be utilized on the future development of the program, for education and teaching purposes as well as for the improvement of the program operation conditions; 6.4 Each party is responsible and liable for taxation issues within their own country. Any taxes payable cannot be met from monies owned and remitted under the program.Article 7 Responsibilities of XXX 7.1 Formulate the program curriculum and provide sample teaching materials; 7.2 Provide full syllabus regularly updated; 7.3 All core training materials -including individual lesson plan, presentation slides and student learning materials; 7.4 Supporting full package academic, administrative management; 7.5 Instructors training, and guidance to teaching and quality assurane;7.6 XXX will responsible for teaching up to l / 3 of the academic courses for this program; 7.7 Submit all necessary documents for local education authoritys approval in China; 7.8 Besides this program, both parties should work together to support staff exchanges, staff development, joint research , or any similar academic activities that further the objects of this educational program and the successful running of the teaching program.7.9 XXX should award the Graduate Certificate for the qualified students.Articles 8 Responsibilities of No.3 Middle School 8.1 China related legal and regulatory coverage and application for delivering the program;8.2 Program marketing and consultation.8.3 Number of each years recruitment is 100 students; 8.4 Students administration; 8.5 Provide classrooms, teaching facilities and students accommodation; 8.6 Administration of current program, with existing capability; meanwhile retain senior lectures to teach core modules; 8.7 Provide necessary facilities and resources including computer, library, etc;8.8 No.3 Middle School will receive the international teachers from xxx, providing help for the international teachers to obtain visa and residence permit, also arrange the accommodation for international teachers; 8.9 No.3 Middle School should award the Graduate Certificate for the qualified students. Article 9 Regulation 9.1 The Structure and setting of the program should be evaluated by No.3 Middle School and XXX; Students should obey regulations set by No.3 Middle School. Article 10 Ownership of Intellectual Property10.1 All Intellectual Property owned by or licensed to either party prior to the Commencement Date and which is used in connection with this agreement remains the property of or licensed to that party notwithstanding the performance of that partys obligations under this agreement; 10.2 All copies of material containing a partys Intellectual Property in the possession or control of the other party, must be retuned immediately to the first party if this Agreement expires or is terminated. Article 11 Terms and Termination of the Agreement 11.1 This Agreement shall be valid for five years from the date of approval, unless either party wishes to revise or terminate it; 11.2 Within the duration or the agreement, if there is a need to change part of the contents due to the change of situation of either party or two,either subjective or objective , two parties can discuss and negotiate to sign an agreement of alteration; 11.3 The intention to terminate the agreement shall be communicated to the other party with at least six months notice. Such intention to terminate shall be given at the end of the academic year so that the period of notice will operate from the beginning of the following academic year. Arrangements for the termination must include provision for continuing students to complete their program of student.Upon termination of this agreement, both parties shall cease to use any documents or materials provided to it by the other party, and shall cease to advertise itself as , having any connection with the other party , in respect of this agreement.Article 12 Dispute 12.1 Any dispute relating to this agreement should be resolved by cooperation negotiation. In the unlikely event of this approach failing, the dispute should be resolved intercession or arbitration in accordance with the law of Peoples Republic of China. Arti

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