Agreement SA Chamber of Commerce and AsociaciÃ³n de Empresarios Mexicanos
MEMORANDUM OF UNDERSTANDING
This Agreement shall confirm the terms between The Greater San Antonio Chamber of Commerce (“GSACC”) a Texas Not-for-Profit Corporation, and Asociación de Empresarios Mexicanos, (“AEM”) a Texas Not-for-Profit Corporation.
WHEREAS, GSACC is interested in joining forces with AEM to provide services to San Antonio businesses; and
WHEREAS, AEM is also interested in joining forces with GSACC to provide services to San Antonio businesses;
NOW THEREFORE, in consideration of the mutual covenants, conditions, and obligations and promises of the respective parties hereto, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. INDEPENDENT COMPANY/CONTRACTOR STATUS: AEM and GSACC recognize that they are separate and independent entities. Nothing in this Agreement shall be deemed to, nor shall it create, the relationship of principal and agent, employer and employee, or master and servant, between GSACC and AEM.
2. TERMS: This Agreement shall be effective as of the execution date below and shall continue on an exclusive basis for a period of twelve (12) months. In the event the parties intend to continue this agreement the terms shall be reviewed, and if necessary modified in good faith, 30 days prior to the expiration of this agreement.
3. TERMINATION: This Agreement may be terminated at any time, with a sixty (60) days prior notice, by either party. In the event a termination affects an event being planned under this Agreement the terminating party shall reimburse the non-terminating party any expenses accrued in such planning, if applicable.
4. TERRITORY: This Agreement shall be binding in and throughout the entire United States, its colonies and territories as well in Mexico and its colonies and territories (“Territory”).
5. SERVICES: AEM and GSACC shall provide each other with all necessary information and related products to properly conduct their respective obligations under this agreement.
This MOU will be executed under the guidance of a jointly established AEM and GSACC committee. The committee will consist of equal representation from each organization and ultimately report to both Board of Directors. The specific number of individuals and their terms will be determined jointly by AEM and GSACC.
I. GSACC further agrees to the following:
A. Provide one voting Board Seat to the President/Chairman of AEM, or their designee.
B. Collaborate with AEM to offer Chamber membership packages at a discounted rate.
C. Produce workshops and initiatives in collaboration with AEM for AEM members. Although the agenda will be mutually agreed upon, the GSACC will manage all logistics.
D. Provide 2 seats for the AEM President, or their designee, at the Annual Banquet.
E. Place an AEM link on the GSACC website.
F. Disseminate AEM information at GSACC events and in GSACC Publication’s department, per GSACC President approval.
G. Provide AEM up to 100 relocation packets.
H. Highlight GSACC & AEM MOU in Chamber Today and Website.
I. Draft and distribute, after receiving AEM approval, press release announcing GSACC and AEM MOU.
J. Share non-profit best practices with AEM volunteers and staff.
K. Consult with AEM regarding Chamber advocacy efforts related to US-Mexico relations.
II. AEM further agrees to the following:
A. Provide one voting Board Seat to the President of the GSACC, or their designee.
B. Collaborate with GSACC to offer Chamber membership packages at a discounted rate.
C. Provide 2 seats at Annual Banquet for GSACC President or their designee.
D. Provide GSACC link on AEM website.
6. COMPENSATION: Prior to any collaborative event of the AEM and GSACC, AEM and GSACC shall determine and agree in writing on its share in the profits/losses after all expenses of such event.
7. LOGISTICS: GSACC shall handle all logistics with regard to any event planned with AEM.
8. STATE AND FEDERAL TAXES: GSACC and AEM shall not portray each other as employees of the other. As a result of the non-employee relationship, both GSACC and AEM specifically waive the following coverages:
Neither party shall be responsible for Social Security and Medicare taxes on behalf of the other party or the other party’s employees;
Neither party shall make state or federal unemployment contributions, state or federal income tax, on behalf of the other, or the other’s employees’;
Each party will be responsible for payment of all respective applicable taxes related to the performance of services under this contract. This includes income, Social Security, unemployment contributions, Workman’s compensation, Medicare or any employee required insurance, and self-employment taxes for its respective company or company’s employees.
9. FRINGE BENEFITS: Neither party, or party’s employees, is eligible to participate in any employee pension, health, vacation, sick pay or other fringe benefit plan of the other party.
10. OTHER PROVISIONS: Each party retains the right to perform services for other parties, in other fields besides that which the other party is engaged, so long as such services do not conflict with the other party’s business and/or require the improper use of the other party’s materials and information.
11. EMPLOYEES: GSACC and AEM are permitted to hire employees to provide the services pursuant to this Agreement.
12. NON DISCLOSURE: Both parties agree to keep strictly confidential all Confidential Information, including all terms of this agreement, and will not, without the other party’s express written authorization, signed by one of the other party’s authorized officers, use, sell, market, or disclose any Confidential Information to any third person, firm, corporation, or association for any purpose. Such non-disclosure restrictions shall survive the termination of this Agreement.
13. WAIVER: If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was granted. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time so long as the delay was not unreasonable. Unreasonable shall be understood to be within three (3) business days from the incident.
143. SEVERABILITY: If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.
15. HEADINGS: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
16. INDEMNIFICATION: Each party hereto shall indemnify, protect, save, hold harmless, and defend, the other party hereto and its officers, directors, employees, agents, licensees and assigns (collectively, the “Indemnitees”) from any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, expenses or damages of any kind and nature whatsoever imposed on, incurred by, or asserted against any Indemnitees arising out of any breach or alleged breach of any representation, warranty, covenant or obligation made by a party pursuant to this Agreement. Such indemnification shall include the payment of reasonable attorneys’ fees necessary for the defense of any such claim.
17. SURVIVAL OF TERMS. In the event of the termination of this Agreement by either party, all provisions within this Agreement, and attachments hereto, relating to confidentiality and the exclusive rights of property of each party shall remain in effect for the duration set forth in those sections.
18. BREACH/REMEDY: In the event of a breach of the terms of this Agreement, the breaching party shall have three (3) days to cure the breach. If such breach is not cured, the non-breaching party may treat such breach as an effective and premature termination and may seek any and all legal remedies afforded under this Agreement and/or by law.
19. GOVERNING LAW: This Agreement shall be governed and construed in accordance with the laws of the state of Texas. If the dispute is not resolved, by arbitration, within 30 days after it is referred to a mutually agreed upon mediator, either party may take the matter to court. The parties agree that the laws of the State of Texas shall bind this Agreement and that any matter brought into court shall be brought in the Texas. This jurisdiction shall also apply as the jurisdiction in which a judgment on the arbitration award is entered.
20. ENTIRE AGREEMENT: This Agreement replaces and supercedes any and all prior oral or written agreements between the parties. This Agreement shall constitute the entire understanding between the parties with respect to the subject matter, and may not be modified except by written agreement signed by all parties.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this Agreement on the 27th day of January, 2009.
The Greater San Antonio Chamber of Commerce by Jim Goudge, Chairman and Asociación de Empresarios Mexicanos, by Alfonso Tomita President