Research Partner Agreement

THIS AGREEMENT is dated [DATE: DD-Month-YYYY]

Parties

  1. EARTHWATCH INSTITUTE,INC. is a public charity, described by Sections 501(c)(3), 509(a)(1) and 170(b)(1)(A)(VI)of the United States Internal Revenue Code, with its registered office at 114 Western Avenue, Boston, MA 02134, USA (Earthwatch).
  1. [SCIENTIST NAME/ORGANIZATION] of [ADDRESS] (Grantee).

Background

  1. Earthwatch has agreed to fund the Grantee's research in respect of the Project (as defined below) on the terms of this agreement.
  2. The Grantee has agreed to accept the Project Budget from Earthwatch and carry out the Project in accordance with the terms of this agreement.

Agreed terms

  1. Definitions
  2. The definitions in this clause and those found in the Earthwatch Field Manual apply to this agreement.

Commencement Date:The date of this agreement.

Deliverables:The Project activities and outcomes including the fielding of Teams and collection of data as described in the Research Proposal and this agreement. Any additional deliverables required by Earthwatch will be set out in Schedule 1.

Earthwatch Field Manual:Acollection of the standards, policies, guidelines and expectations (which may change from time to time) for fielding Teams with Earthwatch safely and successfully.

Earthwatch Policies:The standards, protocols and policies of Earthwatch which may change from time to time including, without limitation, those set out in the Earthwatch Field Manual, Safety Policy, Research Proposal form, the Earthwatch website and other materials as appropriate as well as the policies set out in this agreement and the Schedules.

Field Grant:The budget of direct field expenses agreed by both parties prior to fielding Teams and based on a planned minimum and maximum number of Participants per annual field season which determines the per capita grant (per Participant amount) disbursed to the Grantee for each Participant who joins a Team. The Field Grant is set out as part of the Project Budget in Schedule 2.

Field Staff:Persons recruited by the Grantee for the purpose of assisting with research, logistics and educational responsibilities of the Project. See the Earthwatch Field Manual for specific roles.

Principal Investigator (PI): The PI may be the Grantee, a representative of the Grantee organization, or appointed by the Grantee. See the Earthwatch Field Manual for additional responsibilities.

Initial Term:The period of 3 (three) years from the Commencement Date, subject to clause 11 and annual agreement of Team dates and Project Budget.

Intellectual Property Rights:All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Project:The project, as detailed in the Research Proposal and in Schedule 1, which shall be carried out by the Grantee in accordance with the terms and conditions of this agreement.

Project Budget:The budget for the Project as a whole as detailed in Schedule 2. The Project Budget includes the Field Grant and may include other funding specific to the Project.

Project Location(s):The location(s) at which the Project and/or Teams will be carried out, as recommended or agreed by the Grantee and approved by Earthwatch.

Promotional Understanding: As set out in Schedule 5.

Reports:All reports developed by the Grantee, Field Staff or the Participants in relation to the Project in any form, including computer programs, data and specifications.

Research Proposal:The proposal submitted by the Grantee to Earthwatch which sets out, amongst other things, the project goal and objectives, the methodology of the research to be undertaken and the manner in which Earthwatch Participants will be involved in the research.

Team:Each field team, expedition or event involving both the Field Staff and the Participants carried out during the term of this agreement in respect of the Project. Specific Team dates are described in Part 3 of Schedule 1.

  1. Commencement and duration

2.1The term of this agreement shall begin on the Commencement Date and shall continue for the Initial Term unless terminated earlier in accordance with clause 11. After the Initial Term, the Grantee may submit a new Research Proposal and Earthwatch will review the proposal and decide, at its discretion, whether to extend the term of this agreement for a further period of time.

2.2The Schedules to this agreement will be reviewed annually and any amendments to the Schedules includingchanges to Team dates and the Project Budget will be agreed upon by both parties.

  1. Grantee's responsibilities

3.1The Grantee is required to cooperatewith Earthwatch staff, adhere to all Earthwatch Policies, follow the procedures and uphold the standards of operation as set out in the Earthwatch Field Manual.

3.2The Grantee has ultimate Project oversight and shall be responsible for delivery of the Project and agreed outcomes in accordance with the terms of this agreement.As such, the Grantee shall:

  1. Conduct appropriate research activities that will substantively involve the Participants in the scientific objectives of the Project. Grantee shall instruct Participants in proper data collection methodologies, how the Team activities contribute to the overall research objectives and the local/regional/global scientificsignificance of the Project at the start and throughout each Team, as well as summary conclusions at the end of each Team;
  2. Assume full responsibility and accountability for the field management of each team and the Project as a whole including,logistical planning, budget preparation, financial tracking, health and safety and any other matters notified by Earthwatch from time to time;
  3. Provide all accommodations, meals, ground transportation, safety equipment, medical support, tools and equipment, research instruments, research permits and all other logistical support keeping in view sustainability practices as much as possible;
  4. Procure and maintain for the duration of the Project, all necessary permits, licenses, consents etc., in accordance with the law, customs and practices applicable at the Project Location(s);
  5. Ensure that at least the PI, Co-PI or a Field Team Leader (FTL) is present and available at all times with eachTeam. The Grantee shallpromptly inform Earthwatch of the absence or anticipated absence of any of the members of the Field Staff that will affect the leadership or operation of the Team. If Earthwatch requires, the Grantee shall provide suitably qualified replacements;
  6. Inform Earthwatch promptlyof any changes in activities and/or plans for each Team and the Project as whole and report incidents, accidents, illnesses, near misses, missed rendezvous, early departures and changes in itinerary or logistics immediately to the Duty Officer;
  7. Ensure that the Field Staff and Participants comply with all Earthwatch policies and local laws and regulations at the Project Location(s).In the event of any violations, the Grantee shall promptly take appropriate measures to stop the violations and shall immediately inform the Duty Officer;
  8. Submit a list of Field Staff according to the format provided in Schedule 6 at least one month prior to the first Team to the Earthwatch Program Manager and update it annually.
  9. At Earthwatch's discretion, the Grantee, PI, Co-PI or FTL shall attend Earthwatch field training prior to the first Team and ensure that the training is disseminated to the rest of the Field Staff.
  10. If applicable, any other specific responsibilities of the Grantee shall be detailed in Schedule 1.

3.3The Grantee warrants to Earthwatch that:

  1. The Granteeand the Field Staff will diligently carry out their obligations under this agreement with reasonable care and skill and in accordance with Earthwatch Policies and, where in doubt, in accordance with generally recognised practices and standards;
  2. The Project will be carried out in accordance with all applicable law from time to time in force and that the Grantee will inform Earthwatch as soon as it becomes aware of any changes in legal requirements.
  1. Reports

4.1The Grantee agrees to submit to Earthwatch:

  1. An end of field season final accounting report within 30 days of the conclusion of the last Team of the annual field season and return any unused portion of the Project Budget to Earthwatch within 30 days from receipt of the Project final accounting by Earthwatch;
  2. The post-fielding evaluation surveywithin 30 days of the conclusion of the last Team of the annual field season;
  3. The annual field report form, including analysis of research data, conclusions, digital photographs, copies of presentations made to the Participants and other supporting materialswithin 60 days of the conclusion of the last Team of the annual field season;
  4. Awritten report, within 7 days,onany incident resulting in harm or where harm could have been caused to the Field Staff and/or the Participants, in accordance with Earthwatch's policy and procedures, as described in the Earthwatch Field Manual.
  5. Failure to submit these reportsmay result inthe termination of this agreement.

4.2Field reports submitted to Earthwatch will, at Earthwatch'sdiscretion and with relevant Earthwatch edits for marketing and communications purposes, be made publicly available including, on the Earthwatch website. Earthwatch reserves the right to use the field reports in connection with its operations.

4.3The Grantee shall present objectives and results of its planned/completed research to all Participants, Earthwatch staff, supporters, donors, media and the public as requested by Earthwatch and where schedules allow.

4.4The Grantee shallsharematerials provided to Participants including presentations, results,photos and summaries of the research completedat the end of each Team with the Earthwatch Program Manager.

4.5The Grantee will make every effort to publish a professional account of research findings within 18 months of the conclusion of the last Team of the annual field season. In any publication or media account the Grantee agrees to acknowledge Earthwatch for support as follows:

  1. "This project was funded by Earthwatch";
  2. Where Earthwatch is co-funding the Project: "This project was funded in part by the generous support of Earthwatch";
  3. Reference to the support and/or contribution by Earthwatch Participants in data collection should also be acknowledged when appropriate.
  1. Earthwatch's obligations

5.1Earthwatch shall:

  1. Make reasonable efforts to recruit, select and prepare Participants for each Team. Earthwatch does not, however, guarantee in advance how many Participants will be recruited. If, prior to the date of each Team, a minimum attendance for that Team has not been reached, Earthwatch will agree cancellation of the Team with the Grantee or reschedule the Team for a later date agreed upon by both parties;
  2. Provide a list of Participants and Participant forms including each Participant's personal information and medical background, if appropriate, to the Grantee/Field Staff in advance of each Team;
  3. When available share with the Grantee a summary of the results of Participant evaluations and experience relevant to each Project;
  4. Provide the insurance cover as specified in Schedule 3. The Grantee acknowledges and agrees that Insurance cover is subject to change without prior noticebutEarthwatch will inform the Grantee of any material changes;
  5. Notify the Grantee of any publications or presentations that include results in respect of the Project. Earthwatch will seek feedback on publications before they are made public within reasonable deadlines when possible;
  6. Keep the Grantee informed of all Earthwatch Policies in forcewith which the Grantee needs to comply.
  7. If applicable, any other specific responsibilities of Earthwatchshall be detailed in Schedule 1.
  1. Funding

6.1Earthwatch agrees to fund the Grantee’s Research Project through the Project Budget set out in Schedule 2.

6.2Where Earthwatch has procuredfull or partial funding for a Project from a third party, the payments to the Grantee under the Project Budget in Schedule 2 are subject to Earthwatch receiving those funds from such third party.

6.3Earthwatch will pursue a variety of funding sources which may include individual paying members of the public, foundations, corporations, and/or other organizations. Depending on the funding source, funds to pay for the agreed Field Grant will be disbursed via a per capita grant (per Participant amount based on the number of Participants who accompany a Team),a lump sum underwriting amount corresponding to Field Grant line items or a combination of both. Underwriting raised to support specific Field Grant line items will be applied first to the minimum agreed total Field Grant for the annual field seasonwhich will then be amended to reflect underwritten amounts and the per capita Field Grant reduced accordingly. Any additional Deliverables arising from fundraising efforts will be agreed upon by both parties.

6.4Earthwatch may, from time to time, seekto involve the Grantee in outreach to the public and/or in the development of Project Budget proposals on behalf of Earthwatch and/or the Project to specific funding sources.

6.5The Grantee may use the Project Budget for reasonable purposes in respect of the Project and in accordance with this agreement. The Grantee acknowledges and agrees that the Project Budget may not be applied towards:

  1. Institutional overhead expenses;
  2. The purchase of goods or services not included in the Project Budget as described in Schedule 2. Any expenses not included in the Project Budget must receive prior approval from the Earthwatch Program Manager.

6.6The Project Budget will be disbursed in accordance with Schedule 2 and each instalment of funds as agreed from time to time between Earthwatch and the Grantee will be paid into the bank account nominated by the Grantee.

6.7The Grantee agrees not to independently solicit funding for the Project, on behalf of themselves or any other individual or institution, with Earthwatch Participants before, during or after the Project.

  1. General warranties and obligations

7.1Both parties agree:

  1. To act towards each other in a professional and collegial manner;
  2. That at no time will they bring the reputation of the other party into disrepute;
  3. That only Participants approved by Earthwatch and the Grantee will participate in the Project. Participants who are recruited to be Field Staff for subsequent Teams covered by the scope of this agreement as described in Schedule 1 shall be required to render payment to Earthwatch as if they were a normal Participant in order to participate on those Teams;
  4. To comply with the duties under this agreement in a timely manner and that time shall be of the essence in respect of any deadlines imposed under this agreement; and
  5. To the Promotional Understanding as described in Schedule 5. Except as otherwise provided herein, either party may photograph, film, tape, chronicle, record or document any of the Teams. Copies of any photographic materials developed from the Team by either party shall be available upon request to the other party at cost.
  1. Intellectual property rights

8.1The parties hereby agree that all Intellectual Property Rights relating to the Deliverables will belong to the Grantee, with full title guarantee and free from all third party rights. The parties further agree that the Grantee will grant a non-exclusive, irrevocable, perpetual and royalty-free licence to Earthwatch to use the Deliverables for its own purposes. Earthwatch strongly encourages Grantees to share significant data and/or findings from field research or educational activities to the best of their ability through publication, contributing to appropriate data banks, and responding to data requests.

8.2The Grantee will provide Earthwatch with a copy of any publications resulting from the Project or any Team.

  1. Indemnity and liability

9.1The Grantee shall indemnify and hold Earthwatch harmless from all claims and all direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, Earthwatch as a result of or in connection with:

  1. Any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of the use or supply of the Deliverables; or
  2. Any claim made against Earthwatch in respect of any liability, loss, damage (including legal and other professional fees and expenses), injury, cost or expense sustained by Earthwatch or its employees or Participants or by any third party to the extent that such liability, loss, damage (including legal and other professional fees and expenses), injury, cost or expense was caused by, relates to or arises from the carrying out of the Project, or any Team, or the supply of the Deliverables as a consequence of a breach or negligent performance or failure or delay in performance of this agreement or non-compliance of any of the Earthwatch Policies by the Grantee.

9.2Earthwatch shall indemnify and hold the Grantee harmless from all claims and all direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Grantee as a result of or in connection with any claim made against the Grantee by a third party to the extent that such claim arises due to breach or negligent performance by Earthwatch of its duties under this agreement.

9.3Subject to clause 9.2, the Grantee acknowledges and agrees that Earthwatch will not be liable to the Grantee, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect or consequential loss arising under or in connection with this agreement.

9.4In any event, Earthwatch's total liability to the Grantee arising under, or in connection with, this agreement, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall in no circumstances exceed the maximum annual Project Budget.