Title: AGREEMENT MADE AND ENTERED INTO THIS 26TH DAY OF OCTOBER, 2003, BY AND BETWEEN, THE FEDERAL GOVERNMENT, MY MEANS OF THE DEPART
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Palmira Granados Moreno

AGREEMENT MADE AND ENTERED INTO THIS 26^TH DAY OF OCTOBER, 2003, BY AND BETWEEN, THE FEDERAL GOVERNMENT, BY MEANS OF THE DEPARTMENT OF EDUCATION, HEREINAFTER REFERRED TO AS THE DEPARTMENT; HEREBY REPRESENTED AND WARRANTED BY DOCTOR CHRISTOPHER W. NOVOSELIC, UNDERSECRETARY OF BASIC AND NORMAL EDUCATION; AND MICHAEL H. SAMUELSON, CHIEF ADMINISTRATIVE OFFICER; WITH THE PARTICIPATION OF PAMELA G. KINGSTON, GENERAL DIRECTOR OF THE HEAD OFFICE OF EDUCATIONAL METHODS AND MATERIALS, NATIONAL UNIVERSITY OF PEDAGOGICAL AND SOCIOLOGICAL STUDIES, HEREINAFTER REFERRED TO AS THE UNIVERSITY; HEREBY REPRESENTED AND WARRANTED BY SIGOURNEY R. ORMOND, DEAN THEREOF, ON ONE HAND; AND ON THE OTHER, THE MEXICAN MATHEMATICAL ASSOCIATION; HEREINAFTER REFERRED TO AS THE ASSOCIATION; HEREBY REPRESENTED AND WARRANTED BY MATHEMATICIAN ROBERT J. STEVENS, PRESIDENT THEREOF; PURSUANT TO THE FOLLOWING  DECLARATIONS, AND CLAUSES:

WITNESSETH

Within the frame of the project called “To improve the teaching of Mathematics in Elementary School. Proposal to modify the Free Text Books and to create a didactic auxiliary for teachers” the University has developed software called “My Helper. A didactic Mathematics auxiliary for elementary teachers.” (“My Helper”), in order to create an auxiliary tool for teachers, as well as an educational resource for the population in general; the purpose of which is to improve the teaching of Mathematics in Elementary School, by the dynamic integration of the Free Text Books, of the Cut Out Books, of the Teacher’s Books, of the Teacher’s Resource Books, as well as of the corresponding Mathematics Plans and Programs from the first to the sixth grade of Elementary School.

In order to support the actions suggested by the National Program of Education 2001-2006, the cooperation of all public, social and private instances is required to strengthen and promote the development of new educational models that make possible the pertinent learning, by means of schemes that facilitate and broaden the development of the teachers’ educational work.

Among their many functions, the Department and the University shall support elementary school teachers’ work by using and taking advantage of information technology, as well as communications technology.
This shall be fulfilled by making available the educational software called “My helper” to teachers and the general public.

Based on the aforementioned, the parties hereto hereby make the following 

DECLARATIONS

1. About the Department
1.1 According to the articles 2, 26, and 38 of the Organic Law of the Federal Public Administration, the Department is a division of the Federal Centralized Public Administration with specific functions for social education, without impairing or diminishing the functions of the Federal Entities within their local jurisdiction.

It is important to notice that in Mexico, there are two types of Public Administration: Federal (with jurisdiction all over the country) and Local (with jurisdiction only in the Entity where it is from). There are also two subtypes of administration: Centralized (with institutions that depend on the parent institution) and Decentralized (with institutions that have wide latitude)

1.2 According to the 6^th article, sections IX and XI, 7^th article, section VI, and 9^th article, section IX, of the House Rules of the Department, the Undersecretary of Basic and Normal Education, the Chief Administrative Officer, and the General Director of Educational Methods and Materials have sufficient powers and authorities in order to subscribe and undersign the present agreement.
1.3 The Head Office of Educational Methods and Materials is a part of the Department’s administrative hierarchy. According to the 25^th article, sections III, IV, and XI, of the House Rules of the Department, this office has the powers and authorities to design methods, materials, and complementary didactic tools to reinforce, stimulate, incentive, diversify, as well as facilitate the function of teachers and students following the plans and programs of study for basic education; to design educational contents, methods, materials and didactic tools for different programs with the purpose of supporting the plans and programs of study for basic education; to establish distribution systems of publications, specially of those publications that are important for the improvement of teachers; and to propose all necessary authorizations and permissions in order to use the Free Text Book for elementary and secondary school.
1.4 For the purposes of this agreement, the Department declares its address to be Aquilino de la Guardia Street 52, Center, Cuauhtemoc, cp. 01890, Mexico City, Mexico.

2. About the University
2.1 The National University of Pedagogical and Sociological Studies is a public institution for Higher Education. It is a Decentralized organism of the Department of Education created by Presidential Decree published in the Federation’s Official Diary on the 10^th of September 1973.
2.2 According to the 12^th article, section I, of the aforementioned presidential decree, the Dean is the University’s legal representative, therefore, she has the powers and authorities to subscribe and undersign the present agreement.
2.3 The main purpose of the University is to render, develop, and guide services of Higher Education in order to form education professionals in accordance to the country’s needs.
2.4 The University has developed educational software called “My Helper.”
2.5 For the purposes of this agreement, the University declares its address to be Viaducto Av. 279, Narvarte, Benito Juarez, cp. 19340, Mexico City, Mexico.

3. About the Mexican Association for Mathematical Studies
3.1 The Association is a Civil Partnership dully organized pursuant to Mexican legislation as is guaranteed by the notarial certificate of its constitution made and entered on the 24^th of November 1990 with registration number 18635 and executed before the notary number 190 of Mexico City, Lic. David Soberon.

It may be noted that in Mexican law there are different types of associations or partnerships based on their purpose.

3.2 The Association’s purposes are: to encourage and stimulate mathematical research in Mexico; and to promote cooperation and joint work between teachers and intellectuals interested in the study and research of exact sciences as well as of similar disciplines in order to contribute and improve the teaching of Mathematics in Mexico.
3.3 The Association’s legal representative is its President, Carlos M. Barrera, and has the current powers and authorities to subscribe and undersign the present agreement, as is guaranteed by the notarial certificate made and entered on the 20^th of May 2001 and executed before the notary number 190 of Mexico City, Lic. David Soberon.
3.4 For the purposes of this agreement, the Association declares its address to be America Street 208, Romero de Terreros, Coyoacan, cp. 17290, Mexico City, Mexico.

4. About the parties
4.1 The parties have great interest in performing joint actions to collaborate on academic grounds in order to distribute the educational software called “My Helper” among the elementary teachers of the National System of Education, and the general public.
4.2 The parties acknowledge each others personality and legal capacity, and declare that they are interested and willing to execute the present agreement.

CLAUSES

Purpose. The present agreement has the purpose of promoting the collaboration between the parties to distribute the educational software “My Helper” among the elementary teachers of the National System of Education and the general public. 

Technical conditions of the distribution. There are two versions of “My Helper”. There is the web page version and there also is the CD-ROM version.
The web page version has an original part developed by the University and the Association, and the part that literally reproduces the Free Text Books, the Cut Out Books, the Teacher’s Books, the Teacher’s Resource Books, the Improvement Material for Teachers, and the Mathematics Plans and Programs for the grades from the first to the sixth of Elementary School. The parties hereby acknowledge that the distribution of the latter part shall be totally free for the duration of the present contract.
The CD-ROM version of “My Helper” has two parts as well: an original part developed by the University and the Association saved in a CD (CD-I), and another part that contains the reproduction of the Free Text Books, the Cut Out Books, the Teacher’s Books, the Teacher’s Resource Books, the Improvement Material for Teachers, and the Mathematics Plans and Programs for the grades from the first to the sixth of Elementary School in another CD (CD-II). Nevertheless, even if the reproduction is literal, it is also fragmented, so it may be possible to be read simultaneously complementing the version developed by the University and the Association in the same screen, in order to get the same counseling effect of the web page version.
Whereas the first part of the CD-ROM version, that is, the part developed by the University and the Association, shall be distributed recovering the costs of reproduction and distribution of the CD-I; the second part contained in the CD-II shall be given for free, in order to complete the work as a whole and at the same time, respecting the quality of gratuity of the Free Text Books, the Cut Out Books, the Teacher’s Books, the Teacher’s Resource Books, the Improvement Material for Teachers, and the Mathematics Plans and Programs for the grades from the first to the sixth of Elementary School.

Covenants. For the performance of the purpose of the present agreement, the Department hereby agrees to the following:
a)	To authorize the use of the Free Text Books, the Cut Out Books, the Teacher’s Books, the Teacher’s Resource Books, the Improvement Material for Teachers, and the Mathematics Plans and Programs for the grades from the first to the sixth of Elementary School for their distribution by means of the educational software “My Helper.” The Department also agrees to arrange, with the authors or the copyright holders, all the necessary negotiations to perform the aforesaid covenant and to maintain the authorizations in full force and effect in order to fulfill the purpose of the present agreement.
b)	To contribute, in accordance with their availability depending on the federal budget, the human, material and technical resources required for the successful performance of the cooperative activities.

The University hereby agrees:
a)	To authorize the Association to distribute the educational software “My Helper” among the teachers of the National System of Education and the general public as well. This distribution shall recover the costs of reproduction, improvement and distribution of the CD-ROM version regarding the CD-I.
b)	To designate four academic researchers who shall be part of the work group dedicated to the development and guidance of the continued improvement and maintenance of “My Helper” in both versions.
c)	To foster the necessary conditions regarding space, equipment, and other necessary elements in their facilities for the upgrade of “My Helper.”
d)	To contribute the amount of $500,000 (five hundred thousand pesos 00/100 Mexican currency) for the purposes of implementation and performance of this agreement.

The Association hereby agrees:
a)	To designate the researchers and technicians who shall be part of the work group dedicated to the performance of the main purpose of this agreement.
b)	 To perform all the necessary activities to distribute both versions of the educational software “My Helper” among the teachers of the National System of Education and the general public. The distribution shall be as set forth on the “Technical conditions of distribution” clause, that is, the web page version shall be given for free, and the CD-ROM version shall be distributed recovering the costs of reproduction, improvement and distribution of CD-I.
c)	To destine the funds recovered from the distribution of the CD-I to cover the human, technical, material, and equipment expenses of improvement, production of new versions, promotion and publicity, distribution, and operation of the educational software “My Helper.” The consequence of this way of distribution shall be that the project itself, including its reproduction, improvement, and distribution, becomes self-sustaining.
d)	To give to the University a yearly financial report regarding every activity in connection with the performance of the purpose of the present agreement.

Supervision and Coordination. For the purposes of the performance of this agreement the University designates Dr. Angelina Landeros García, Academic Secretary, and the Association designates mathematician Robert J. Stevens, President, as the persons responsible for the designation by agreement, of a supervisor, coordinator and evaluator for the actions and activities resulting from the execution of the present agreement.

Communications and notices. Every general, academic or administrative notice, announcement, request, report and other communication resulted from this agreement, shall be in writing and addressed to the Association’s Presidency, the University’s Academic Secretariat and the Department’s Head Office of Educational Methods and Materials, as well.

Labour Relation. Every person specially designated for the purposes of the execution of activities, tasks and actions in order to achieve the performance of the present agreement, shall maintain their current labour relation, and therefore, shall continue under the command of those who had employed them, regardless of whether the activities, tasks and actions aforementioned take place in premises other than the parties’.

Copyright. The University shall be the legal holder of the exclusive patrimonial rights of the Copyrights resulting from the performance of the present agreement. This shall happen without impairing or diminishing the fact that the Association is liable for the reproduction, distribution or publication, with educational purposes and in accordance with its purposes as a Civil Association, of the educational software “My Helper.”

Duration. This agreement shall be in full force and effect for at least four years for every party since the date of its execution. This agreement shall be automatically extended for another four years, if and only if, none of the parties hereof have manifested in writing an inconvenience.

Miscellaneous. 
a)	No party shall assign or transfer the rights and liabilities agreed hereby without the other parties’ prior consent in writing.
b)	This agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed an original, but all those counterparts shall constitute one and the same agreement.
c)	The present agreement shall only be amended, modified or supplemented by an instrument or document signed by the authorized representatives of the parties. However, the amendments hereto signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were signed and delivered in person. At the request of a party hereto, the other party shall reexecute original forms thereof and deliver them to the requesting party. No party hereto shall raise the use of a facsimile machine to deliver a signature or the fact that any signature, amendment, modification or agreement was transmitted or communicated through the use of a facsimile machine as a defense against the enforceability of the present agreement and its amendments. Every amendment or modification shall be in full force and effect since the date of their execution.
d)	If any term, provision, clause or part of the present agreement or the application thereof under certain circumstances is held invalid, illegal or incapable of being enforced by any Law or public policy, all other terms, provisions and parts of the present agreement shall nevertheless remain in full force and effect. Upon such determination that any term, provision or part of the present agreement is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify the present agreement with the purpose and in accordance with the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated are fulfilled and performed as originally contemplated to the greatest extent possible.

Governing Law. The present agreement shall be governed by and construed in accordance with the Laws of Mexico City, without regard to principles of conflicts of Laws.

Submission to Jurisdiction. The parties hereto hereby irrevocably and unconditionally agree that all suits, actions and proceedings arising out of or relating to the present agreement shall be heard and determined in any Mexico City state court or any Federal court sitting in the same city and any appellate court from any thereof. Also each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent as possible, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding and any objection to any such suit, action or proceeding whether on the grounds of venue, residence or domicile. A final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by law.

The parties hereto acknowledge that they have carefully read and reviewed the present agreement and understand and accept the terms, conditions, covenants, provisions and clauses contained in this agreement as being reasonable and necessary to the performance of the main purpose thereof.

In witness whereof, the parties hereto have caused the present agreement to be duly executed as of the day and year first written above.

Representing the Department
_____________________________________
Doctor Christopher W. Novoselic
Undersecretary of Basic and Normal Education

_____________________________________
Michael H. Samuelson
Chief Administrative Officer 

_____________________________________
Pamela G. Kingston 
General Director of the Head Office of Educational Methods and Materials

Representing the University
_____________________________________
Sigourney R. Ormond
Dean
Representing the Association
______________________________________
Mathematician Robert J. Stevens
President

This last page and all of the above constitute the agreement by and between the Department of Education, the National University of Pedagogical and Sociological Studies and the Mexican Association for Mathematical Studies made and entered on the 26^th day of October, 2003.