Memorandum of Understanding

AZA PROFESSIONAL DEVELOPMENT CERTIFICATE PROGRAM

This is an agreement between

Association of Zoos & Aquariums (AZA)

and

National Association for Interpretation (NAI)

  1. Purpose and Scope

The purpose of this Memorandum of Understanding (MOU) is to establish the basic responsibilities of the Association of Zoos and Aquariums (hereinafter referred to as AZA), a 501(c)(3) organization operating in Silver Spring, MD and the National Association for Interpretation(hereinafter referred to as NAI) in support of the AZA Professional Development Certificate Program. The MOU is between NAIand AZA and is based on mutual collaboration and growth in professional development in both organizations.

The goal of the AZA Professional Development Certificate Program is to expand the professional development training opportunities available to AZA members and other zoo and aquarium professionals. This programorganizes training opportunities offered through AZA and other like-minded organizations into concentrations based around various specialties. In order to earn a certificate in a particular concentration, a participant must complete one or more required core courses related to the specific certificate, as well as several related elective courses chosen from an approved list, available from AZA’s point of contact (see Appendix A).

  1. MOU Term

The term of this MOU is the period within which the project responsibilities of this agreement shall be performed. The term commences when both parties have signed this documentand can be terminated by either AZA or NAI at any time, in accordance with the Termination Clause.

  1. AZA Responsibilities

AZA shall undertake the following activities during the duration of the MOU term:

  1. Designate a point of contact with whom NAI can communicate about professional development opportunities.
  2. Manage all administrative duties surrounding the AZA Professional Development Certificate Program.
  3. Solicit information from NAI about professional development opportunities relevant to AZA members.
  4. Communicate with NAI about professional development opportunities offered by AZA that are relevant to NAI’s constituents.
  5. Recognize NAI as an official “AZA Learning Partner” that offers training opportunities recognized as “electives” within the AZA Professional Development Program.
  6. Provide NAI with a non-exclusive, royalty free, non-transferrable, revocable license to use AZA’s Learning Partner logo and other materials provided to NAI for the limited purpose of publicizing status as an “AZA Learning Partner” and the availability of recognized elective courses under the Program subject to AZA’s approval.
  7. List relevant professional development opportunities on the AZA website, with links to detailed information on NAI’s website, as available, together with the following statement – or similar language, as approved by the parties:

“Visit NAI’s website to learn more about professional development opportunities that can help you enrich your career. Learn more at: www….”

  1. Feature relevant professional development opportunities from NAI in a quarterly member e-newsletter dedicated to professional development promotions.
  2. Promote relevant professional development opportunities, as appropriate, through the AZA CONNECT magazine, online member calendar, social media, and other AZA promotional outlets.
  3. Recognize credits for NAI courses, as agreed to on a course by course basis.
  1. NAI Responsibilities

NAI shall undertake the following activities during the duration of the MOU term:

  1. Designate a point of contact with whom AZA can communicate about professional development opportunities.
  2. Communicate with AZA about professional development opportunities relevant to zoo and aquarium professionals.
  3. Provide a method of verifying completion of a professional development event by participants.
  4. Include on NAI’s website (as available) the following statement – or similar language, as suggested by AZA and approved by NAI:

“Are you a zoo or aquarium professional looking for more great training opportunities? Visit the Association of Zoos & Aquariums’ website to learn more about the courses, webinars, and conferences that can help you enrich your career. Learn more at ”

  1. As appropriate, include promotions for the AZA Professional Development Certificate Program and relevant training opportunities in NAI’s publications and social media.
  2. Provide AZA with a non-exclusive, royalty free, non-transferrable, revocable license to use NAI’s logo and other materials provided to AZA for the limited purpose of publicizing NAI’s status as an “AZA Learning Partner” and the availability of recognized elective courses under the Program subject to NAI’s approval.
  1. AZA and NAI Agree to the Following Provisions:

1.Intellectual Property:

AZA retains all rights to any materials generated by AZAfor the AZA training courses and other AZA-managed professional development opportunities. NAI retains all rights to any materials generated by NAIfor their professional development opportunities. Any jointly developed materials will be jointly owned unless otherwise agreed to in writing in advance.

  1. Modification and Amendment

This MOU may be modified or amended in writing, as needed, by the mutual agreement of the parties involved.

3.Termination Clause

This agreement may be terminated by either party immediately for cause or upon sixty (60) days written noticewithout cause. Both parties will work in good faith to support active program participants through completion of the requirements for their certificate. Unless agreed to by the parties in writing, AZA and NAI will complete delivery of all professional development opportunities advertised as of the date of termination. Notice of intent to terminate shall be sent by certified or registered mail, return receipt requested, or by fax, with written acknowledgement requested.

4.Nondiscrimination Laws

Each party is responsible to comply with all applicable state and federal nondiscrimination laws and requirements, including the Americans with Disabilities Act, and the Civil Rights Act of 1964. Both parties agree not to discriminate on the basis of race, color, religion, national origin, sex, sexual orientation, or age (except where sex or age is a bona fide occupational qualification).

5.Assurances and Authorization

This memorandum of understanding represents the intention of both parties to provide the services outlined above. This memorandum of understanding has the full backing of AZA and NAI. It is understood between the parties that their respective commitments herein are to be met in accordance and subject to all state, federal and local laws, regulations and ordinances. Neither party will assume any costs or liabilities on behalf of the other and each party will bear its own costs in performing its respective obligations hereunder unless otherwise agreed in writing.

6.Entire MOU

This memorandum of understanding constitutes the entire understanding of the parties and supersedes all prior oral and written agreements with respect to the subject matter herein.

  1. Status of the Parties

The relationship of AZA and NAI hereunder is solely that of independent contractors. Neither party shall be considered to be an employer or agent of the other; nor shall anything contained in this Agreement be construed to create any partnership or joint venture between the partiesor require either party to raise or commit funds. Neither party will undertake any publicity regarding this collaboration without prior notice to and written agreement of the other party.

  1. Force Majeure

Neither AZA nor NAI nor their officers, employees or agents will be responsible for any losses resulting from delay or failure in performance resulting from any cause beyond their control, including without limitations: war, strikes or labor disputes, civil disturbances, fires, natural disasters, and acts of God.

  1. Indemnity

AZA agrees to indemnify and hold harmless NAI and their officers, employees, and agents from any claim, damage, liability, injury, expense, or loss, including defense costs and attorney's fees, arising from activities under this agreement. Accordingly, NAI shall promptly notify AZA of any claim or action brought against NAIin connection with this agreement.

NAI agrees to indemnify and hold harmless AZA and its officers, employees, and agents from any claim, damage, liability, injury, expense, or loss, including defense costs and attorney's fees, arising from activities under this agreement. Accordingly, AZA shall promptly notify NAI of any claim or action brought against the Association of Zoos and Aquariums in connection with this agreement.

  1. Assignment

Neither party shall assign or otherwise transfer its rights or delegate its obligations under this Agreement without both parties' prior written consent. Any attempted assignment, transfer or delegation without such consent shall be void. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

  1. Waiver

The failure of a party to enforce any provision in this Agreement shall not be deemed to be a waiver of such right. Should any portion of this Agreement be declared invalid or unenforceable for any reason, such portion is deemed severable from the Agreement and the remainder of this Agreement shall remain fully valid and enforceable.

Signatures

______

Paul Boyle, PhDDate

Sr. Vice President, Conservation and Education

Association of Zoos and Aquariums

______

Kristin L. Vehrs, J.D.Date

Executive Director

Association of Zoos and Aquariums

______

[Person 1 from NAI]Date

[Title]

[Organization]

______

[Person 2 from NAI]Date

[Title]

[Organization]

Appendix A

Point of Contact Information

AZA

Amy Rutherford

Professional Development Program Manager

Association of Zoos & Aquariums

8403 Colesville Rd. , Suite 710

Silver Spring, MD 20910

(301) 562 0777 x 251

NAI

[name]

[title]

[organization]

[mailing address]

[city, state, zip]

[phone]

[email]

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