North Carolina Career Based Opportunities for HBCUS Internship Program

Memorandum of Understanding

North Carolina Career Based Opportunities for HBCUS Internship Program

THIS Memorandum of Understanding (“mou”) is entered into between the State of North Carolina, (hereinafter called the "State"), and ______(hereinafter called the "Company").

Whereas, the recently approved state budget included funds to create a program that would provide additional opportunities for North Carolina’s Historically Black Colleges and State (HBCU) students to participate in paid internships in North Carolina’s top companies; and

Whereas, the Company has appropriate resources for such training and desires to make them available for educational purposes.

The parties mutually agree as follows:

I.Joint and General Terms and Conditions.

1. THIS MOU shall be effective when fully executed by both parties. The internship shall begin no later than June 1,2015and end no later than August 14, 2015. Either party may terminate this MOU by giving the other prior written notice of termination of not less than thirty (30) days, or at any time by mutual consent.
2. The Company and State shall cooperate in the selection of students in the practical educational and training internship with the Company (“Internship”).
3. At the Company’s request, the State shall provide a list of recommended students along with their resume and cover letter. Company may choose to interview any of these applicants prior to making an internship offer.
4. The parties shall periodically confer, as needed, about the Internship during its term.
5. Nothing in this MOU shall prohibit the Company from using a staffing agency or third-party vendor (“Staffing Agent”) to serve as the actual employer of the students, and the State expressly approves of such an arrangement.
6. On a designated date, the Company shall provide the State with job descriptions and working arrangements including, among other things, the Company’s expectations, the intern’s/student’s responsibilities and any additional compensation or work-related benefits to the student.
7. Neither party shall discriminate against any person on the basis of age, color, creed, disability, gender, gender expression, gender identity, genetic information, national origin, race, religion, sex, sexual orientation or veteran statusin connection with any aspect of its performance hereunder.
8. It is mutually agreed that the State has the financial obligation to the student; however, the Company or its Staffing Agent may provide additional compensation.
9. It is mutually agreed that the process for student payment shall be as follows:
10. Prior to June 1, 2015, Company shall receive a state-in-aid grant from the program administrator, UNC General Administration.
11. The grant will cover the cost of salaryand all associated employment taxes for each student that has been assigned to the Company.
12. Company or its Staffing Agent will use these funds to pay students and all associated employment taxes through their normal payroll processes.
13. All of the grant funds must be distributed to the student by the end of the internship period.
14. When circumstances warrant withdrawal or removal of a student from the Internship, the parties will first confer to determine appropriate action deemed to be in the best interests of the student and the parties. Either party reserves the right to withdraw/remove a student from an Internship for good cause, unrestrictedly, including if the Company is unable to meet the conditions of this MOU, or if the student violates any substantive policy, rule or regulation of the Company duly communicated to the student.
15. Neither party shall use the other’s name in any publications or advertising without the other’s prior written approval.
16. Each party shall be responsible for its own negligent acts or omissions and those of its employees in accordance with prevailing law.
17. It shall be assumed that the student will provide his or her own medical, dental, hospitalization and liability insurance. The Company may provide such coverage, in which case it shall be clearly communicated to the student and State.
18. It is mutually agreed that Company shall not be responsible for furnishing room and board to the student.
19. Access to student records shall be governed by the Family Educational Rights and Privacy Act, 20 U.S.C.S. §1232 g.

II.State Responsibilities.

1. The State will designate a liaison to work with the Company to help in developing student assignments, training activities and student evaluations.
2. At the Company’s request, the State may permit faculty to participate as resource persons for Company activities related to the Internship on a limited and discretionary basis.
3. The State is responsible for the education and academic evaluation of the student and for monitoring the student’s learning experiences.
4. Since the services contemplated by the Company may relate to proprietary Company information which is of considerable value to the Company, the State and student agree to hold all work-related information, including without restriction, proprietary maps, letters, memoranda, information from the Company’s files, and all other materials, plans, and conversations specifically concerning the work comprising the services requested of the State and Internship student under this MOU (“Confidential Information”) strictly confidential while this MOU is in effect and for a period of twelve months after the termination hereof. These confidentiality obligations shall not apply to any Confidential Information: which was in the public domain prior to disclosure or which subsequently comes into the public domain through no fault of recipient; information that recipient can demonstrate was already known or independently developed by recipient; information received in good faith by recipient from a third party; and information that is required to be disclosed by operation of law.
5. The State shall require its students to agree to follow all reasonable Company policies, rules, and regulations during the Internship of which the student and State are given prior notice according to Paragraph III (D), below.

III.Company Responsibilities.

1. The Company will designate one or more Company employees, with appropriate qualifications, to collaborate in developing student assignments and training activities and to instruct, evaluate and supervise the student in the performance of the Internship. The Company or its Staffing Agent will be responsible for the direct supervision and control of the student's activities while at the Company or while performing at its direction.
2. The Company will provide learning experiences mutually developed and /or agreed upon by the parties consistent with the Memorandum of Internship provided to each student and Company.
3. The Company will provide a job orientation for the student and provide sufficient resources to enable the student to function effectively and meet the objectives of the Internship. The Company shall reimburse each Internship student for all reasonable and necessary out-of-pocket expenses incurred at the direction of the Company.
4. At the beginning of each Internship, Company agrees to provide the State and each student placed with the Company, all applicable Company policies, rules and regulations (or applicable policies, rules, and regulations of the Staffing Agent) which the student is expected to follow during the Internship while with the Company or engaged in Company activities. This requirement includes, among other things, such policies and procedures as are in effect and reasonably necessary to protect confidential and/or proprietary information, if such data and information may be involved in the Internship.
5. When necessary or desirable, the Company agrees to permit: (i) inspection of its facilities by the State and its representatives, upon reasonable request; and (ii) adequate time for the State’s liaison to meet with the student during the Internship.
6. If the Company has any material concerns regarding a student's performance or if specific circumstances arise which lead the Company to conclude that a student should be withdrawn from the Internship before the end of its term, the Company will confer immediately with the State’s liaison to resolve such concerns.

IV.General Provisions.

1. This MOU shall be governed by North Carolina law and any action concerning this MOU shall be brought in a court of competent jurisdiction in the State of North Carolina.
2. The parties agree that this MOU shall be binding upon their respective successors or transferees of any nature.
3. Nothing in this MOU shall be construed to make either party the legal agent or representative of the other, nor shall either party have the right or authority to assume, create or incur any liability or any obligation of any kind, either expressed or implied, in the name of or on behalf of the other party. Furthermore, the relationship of the Company and State is that of an independent contractor, and nothing in this MOU shall be construed as creating any other relationship. Accordingly, Company and the State shall comply with all laws and assume all risks incident to its status as an independent contractor. This includes, but is not limited to, responsibility for all applicable federal and state income taxes, associated payroll and business taxes, licenses and fees, and such insurance as is necessary for the State’s protection in connection with work performed under this MOU. The State, nor anyone employed by the State shall be, represent, act, purport to act, or be deemed to be an agent, representative, employee, or servant of Company.
4. The Parties acknowledge and agree that all services and work performed shall be deemed to be “works for hire,” with all intellectual property rights therein vesting in Company. The State agrees to irrevocably transfer and assign all such rights to Company, and comply with all reasonable requests by Company to affect such transfer and assignments.
5. Neither party shall assign this MOU, directly or indirectly, in whole or in part, without the express, prior written consent of the other.
6. The parties may modify this MOU by written agreement at any time.

UNC General AdministrationCOMPANY: ______

Chief Operating OfficerTitle: ______

______

Signature Signature

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Date Date

12/17/14 North Carolina Career Based Opportunities for HBCUS Internship Program