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Social Leaders Program 2003

DRAFT (March 31, 2003)

MEMORANDUM OF UNDERSTANDING

INTRODUCTION.

This Memorandum of Understanding "MOU" is entered into the 1st of April, 2003, between the Instituto Tecnológico y de Estudios Superiores de Monterrey “ITESM” (Virtual University -UV, División de Desarrollo Social-DDS and the Dirección de Investigación y Programas Doctorales –DIPD) a non-profit organization established under the laws of Mexico with its principal place of business at Monterrey, Mexico, represented by Dr. Patricio López del Puerto, Rector de la Universidad Virtual and by Ing. Carlos Enrique González Negrete, Rector of ITESM, Zona Sur, Ciudad de México; and The Nature Conservancy “The Conservancy”, a District of Columbia, USA, non-profit corporation with its principal place of business in Arlington, Virginia, USA, represented by xxxxx, Managing Director, Partner Capacity Services Department and Marlon P. Flores, Manager, High-Leverage Training Initiatives; collectively referred to as “The Partners.”

RECITALS

The Instituto Tecnológico y de Estudios Superiores de Monterrey-- ITESM is a non-profit academic institution, which mission is to provide quality education utilizing innovative education models, learning platforms, and advance information technologies in Mexico.

The ITESM is a technical and academic institution, registered in the national education system as an autonomous University. It was established by Presidential Decree in July 24th 1952, which was published in the Federal Official Gazette in September 12 of the same year.

The Conservancy is a non-profit organization, qualified under Section 501(c)(3) of the United States Internal Revenue Code and organized for the purposes of preserving plants and animals, and natural communities that represent the diversity of life on Earth by protecting the lands and waters they need to survive and by working with partner organizations worldwide. Hence, The Conservancy also works to strengthen the individual and institutional capacity of it’s partner conservation organizations, who together strive to conserve the natural systems necessary to sustain life.

The Conservancy believes that protected areas around the world must have strong national advocates, a powerful constituency, and effective local institutions dedicated to their protection. In many of the countries where The Nature Conservancy pursues its mission, this is not yet a reality. Recognizing this, the Conservancy through strategic alliances provides technical assistance and training to local organizations to ensure that areas of high biodiversity importance will be supported by strong groups, capable of undertaking effective action over the long term.

Issues of accessibility, cost, and the relatively small number of expert trainers make capacity building work with international partners especially challenging. A powerful mechanism by which The Nature Conservancy is successfully addressing these issues is the creative partnership with Tec Monterrey. This partnership created the on-going Social Leaders program which offers interactive and affordable training courses on conservation planning and organizational development. The courses are taught by highly qualified instructors from leading academic institutions and conservation organizations, as well as independent experts. The Social Leaders content is fully aligned with the aims and objectives of the Conservancy’s overarching strategy Conservation by Design.

Students participate in real-time training via email, Internet, fax and telephone and view the courses through live satellite broadcasts at ITESM-UV reception centers in various countries, World Bank Global Development Learning Network centers, and other sites. Courses are currently available in 12 Latin American countries, with the potential for expansion to others over time. The courses are offered to organizations working in the sector of biodiversity conservation, and to other organizations working in different sectors and beyond.

I. Objective

The objective of this agreement is to continue and expand the collaboration between the ITESM and The Conservancy. It is expected that by way of this collaboration the Partners will further contribute to strengthen conservation organizations through research, develop and implement a high-leverage training strategy (distance learning). The collaboration between The Conservancy and ITESM will also contribute to the strengthening and globalization of TNC’s overarching strategy Conservation by Design. The cross-sector nature of the content of the Social Leaders program, will enable a great variety of organizations working in conservation-related and other sectors in the field of sustainable development to benefit from the program, and fulfill ITESM’s Social Programs Division. Thus, the Partners agree to address the following responsibilities during the term of this Agreement:

II. Shared Responsibilities

1.  Establish a priority approach for managing and coordinating the program operations.

2.  Maintain timely communications and consultations regarding decisions or situation related to the program implementation and management.

3.  Seek financial resources and strategic alliances to finance and strengthen the program’s operations, management and impact.

4.  Support research and curriculum development for the Social Leaders Program 2003, i.e. content on conservation planning and organization management in the current satellite and online format.

5.  Support the establishment of reception centers in Latin America and the Caribbean Region[1] to enhance the program’s coverage.

6.  Develop and establish a parallel online program (on selected courses agreed by the Partners.)

7.  Provide fellowships for participation in the courses by establishing a scholarship program for conservation practitioners from governmental and non-governmental conservation organizations and other private organizations.

8.  Strengthen the academic level of the program and competency of course instructors and the support staff.

9.  Develop case studies, coordinate specialized lectures, knowledge exchange events and other related incentives.

10.  Assess evolving needs and demand for specific course content, monitoring and evaluation.

11.  Assist in the communication, marketing and evaluation of the courses in the regions where the courses are offered.

12.  Define a set of yearly student enrollment and approval goals, in order to meet the programs financial sustainability point.

13.  Support program coordination and operations.

III.  Specific Responsibilities:

ITESM, Universidad Virtual -UV, División de Desarrollo Social -DDS:

1.  Provide the appropriate staff to support technical design and operations of the program from Monterrey and Mexico City (when appropriate), Mexico.

2.  Develop tailored learning models to the intended audience: Non governmental organizations- NGOs and governmental organization -GO (emphasizing on conservation organizations.)

3.  Provide faculty to teach ITESM sponsored courses.

4.  Provide instructional design to develop the most appropriate learning model for the program’s courses, based on the academic content developed by the academic committee.

5.  Provide recommendations to the Academic Committee on content structure based on statistical analysis of the program’s data and results (as indicated in point 10).

6.  Provide the distance learning infrastructure: satellite hours as required, TV studio facilities, videoconference facilities, website, WebTec[2] (information system), classrooms and audio-visual equipment needed to develop and teach the courses.

7.  Provide services and support to The Partners, students and instructors through the program’s web site and WebTec: access to statistical information on implementation, students and instructors’ performance.

8.  Market the program in Mexico and at international level where the VU has reception centers.

9.  Prepare an annual budget including cost of counterpart resources allocated by UV-DPS

10.  Maintain accurate statistical information, as agreed with TNC and DIPD/CICSH, through the programs; web site and WebTec: participant organizations (including conservation organizations), student registrations and profiles, student and instructors evaluations, scholarships allocations, and approval, failures and diploma awards.

11.  In coordination with DIPD/CICSH and The Conservancy support the planning and implementation of evaluation meetings, and donor visits in Mexico.

12.  Produce biannual progress and financial reports supported by appropriate expenses documents; and elaborate timely expenses reports to expedite reimbursements from The Conservancy.

13.  Use all funds transferred under this Agreement for the solely purpose determined in this Agreement.

ITESM, Dirección de Investigación y Programas Doctorales -DIPD:

1.  Support the academic development of the program though the Centro de Investigación en Ciencias Sociales y Humanidades –CICSH, which will host the academic committee of the program.

2.  Provide a Academic Director for the program and other the appropriate staff to design academic content, and implement and manage academic matters of the program from Mexico City, Mexico.

3.  Direct and coordinate the activities of the Academic Committee[3] -AC of the program through the Academic Director: Meetings, academic reviews and evaluations, case studies development and other curriculum-support activities.

4.  Develop and update the statutes of the Academic Committee.

5.  Provide relevant existing materials, courses and case studies of selected topics.

6.  Support the development of academic level content (diploma courses) to the intended audience: Non governmental organizations- NGOs and governmental organization -GOs (emphasizing on conservation organizations.)

7.  Provide faculty to teach ITESM sponsored courses.

8.  In Coordination with The Partners, support and oversee the marketing of the program in Mexico and at international level where ITESM has reception centers.

9.  Monitor the overall performance of students and instructors with support of WebTec, the programs’ web site, and the statistical information produced by UV-DPS.

10.  Prepare an annual budget for academic activities, including cost of counterpart resources allocated by -CICSH.

11.  In coordination with TNC and UV-DPS support the planning and implementation of evaluation meetings, and donor visits in Mexico.

12.  Produce biannual progress and financial reports supported by appropriate expenses documents; and elaborate timely expenses reports to expedite reimbursements from The Conservancy.

13.  Use all funds transferred under this Agreement for the solely purpose determined in this Agreement.

The Conservancy:

1.  Provide relevant existing materials, courses and case studies of selected topics.

2.  Tailor the courses to the intended audience.

3.  Provide instructors to teach TNC sponsored courses.

4.  Provide the appropriate staff to design, implement and manage the program from TNC, Worldwide Office in Arlington, US.

5.  Reimburse expenses to ITESM in accordance with the annual budget and supportive expenses documents.

6.  Support the training and development of ITESM staff in the area of NGO management and international strategic alliances.

7.  Market the program at international level through its operating units at country level.

8.  Monitor results of the courses.

9.  Prepare an annual budget including cost of counterpart resources allocated by The Conservancy.

10.  In coordination with The Partners, oversee the implementation of the entire program.

IV. Operation and Management –O&M Responsibility

The principal contacts for O&M from each of the Partners will be:

ITESM Universidad Virtual, División de Desarrollo Social:

Ms. Laura Ruiz, Directora de la División de Desarrollo Social; and

Ms. Ana Tamez, Directora del Departamento de Programas de Desarrollo para Organizaciones de la Sociedad Civil y Medios de Comunicación.

Address:

Instituto Tecnológico y de Estudios Superiores de Monterrey, Virtual University

Division de Desarrollo Social

Avenida Eugenio Garza Sada. #2501

Colonia Tecnológico.

Monterrey, Nuevo León, México.

ITESM Dirección de Investigación y Programas Doctorales -DIPD:

Mr. Alberto Hernández, Director, Centro de Investigación en Ciencias Sociales y Humanidades -CICSH.

Mr. Enrique Tamés M., Director Adjunto, División de Humanidades y Ciencias Sociales

Address:

Calle del Puente N. 222, Esq. Periférico Sur

Colonia Ejidos de Huipulco, Tlalpan 14380, México, D. F., México

Telf. (52) 5483-2293 y 5483-2329 Fax: (52) 5483-2282

The Conservancy:

Mr. Marlon Flores, Program Manager, High Leverage Training Initiatives.

The Nature Conservancy, Worldwide Office

4245 North Fairfax Drive, Arlington, VA 22203-1606, USA

Tel.: 703 841 2072 Fax: 703 841 4880

Email:

Such Principal Contacts may be changed in writing from time to time by their respective Partners.

V. INFORMATION SHARING/USE OF INTELLECTUAL PROPERTY.

A. Under the provisions of this Agreement, the Instituto Tecnológico y de Estudios Superiores de Monterrey “ITESM” and the Conservancy may produce course materials (course content), documents, reports, case studies, and other product-specific documents. Unless otherwise agreed to by the Partners, the copyright and other intellectual property rights in any such product will belong to the Partner which produces the product. If the product is jointly produced by the Instituto Tecnológico y de Estudios Superiores de Monterrey “ITESM” and the Conservancy, the copyright and other intellectual property rights will be owned jointly by the Instituto Tecnológico de Monterrey and the Conservancy.

B. Neither Partner will publish the results of their joint efforts without both the previous consent of the other Partner and without crediting the other Partner in the publication.

C.  NAMES AND LOGOS OF CONSERVANCY AND THE INSTITUTO TECNOLÓGICO Y

DE ESTUDIOS SUPERIORES DE MONTERREY “ITESM”. The names and logos of The Nature Conservancy and the Instituto Tecnológico y de Estudios Superiores de Monterrey “ITESM” are trademarks; as such, they may not be used for any external purpose without the prior express written permission of their owners.

D. CONFIDENCIAL TERMS

The parties shall keep in strictest confidence all information produced during the performance of this agreement or which may be acquired in connection with or as a result of this agreement during the term of this agreement an at any time thereafter, the parties shall not publish, communicate, divulge, disclose or use any information which has been designed by the other party as proprietary or which form surrounding circumstances in good conscience ought to be treated as proprietary. Upon termination or expiration of this Agreement the parties shall not distribute records, data, information, an other documents produced or acquired during the performance of this agreement and all copies thereof between them, except with the prior written consent from the other partner.

VI. TERM.

This Agreement will begin on April 01, 2003 ("Commencement Date") and will remain in effect until April 2004. ("Expiration Date"), or until terminated, whichever occurs first. Any extension, beyond the Expiration Date, must be in writing and signed by the Conservancy and the Instituto Tecnológico y de Estudios Superiores de Monterrey “ITESM”.

VII. SUCCESSOR ORGANIZATIONS & BANKRUPTCY.

A. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the Parties and to their respective successors in interest and assigns, and includes any successor in interest or assign to any Registration Interest or share granted to the Partners under this Agreement.

B. Either Partner may terminate this Agreement immediately upon written notice if the other Partner becomes bankrupt.

VIII. TERMINATION.

A. Either Partner will have the right to terminate this Agreement by giving 30 (thirty) days written notice to the other Partner of intent to terminate. Upon receipt of the termination notice from a Partner, the other Partner will take all necessary action to cancel outstanding commitments relating to the work under this Agreement.