National Center for Women &

Information Technology
University of Colorado
Campus Box 417 UCB
Boulder, CO 80309

National Center for Women & Information Technology

NCWIT Award for Aspirations in Computing
MASTER PARTICIPATION AND PARTNERSHIP AGREEMENT

This Master Participation and Partnership Agreement (the “Agreement”) is entered into on this
_____ day of ______________, 20____ by and between the National Center for Women and
Information Technology (“NCWIT”), a Colorado nonprofit corporation, and
_______________(“Affiliate”), an educational institution licensed by the [State/Commonwealth]
of ________ (NCWIT and Affiliate each a “Party,” collectively the “Parties”).

RECITALS

A. Affiliate has committed to be the primary organization in the _________________ area

(the “Area”) responsible for organizing and managing the NCWIT Award for Aspirations in
Computing Program (the “Award” and “Award Program,” respectively).

B. NCWIT has designated Affiliate as the organizer and manager of NCWIT’s Award
Program in the Area.

C. For the purposes of this Agreement, the term Affiliate shall be deemed to encompass both
Affiliate and Affiliate’s agents, including, but not limited to, Affiliate’s employees, independent
contractors, subsidiaries, and any other persons engaged by Affiliate including without
limitation, any corporate or non-profit sponsors or partners, to support Affiliate’s implementation
of the Award Program.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual obligations and covenants contained

in this Agreement, and other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the Parties hereto agree as follows:

1. Partnership Engagement. Subject to all of the terms and conditions set forth in this
Agreement, NCWIT will partner with Affiliate to provide the Award Program. Pursuant to this
partnership, Affiliate agrees to perform certain services (the "Services"), as described in the
attached Exhibit A.

2. Duties of the Affiliate. Affiliate will comply with the terms and conditions of this
Agreement and deliver the Services in a professional manner and to the best of Affiliate’s ability,
experience, and talents and in a manner consistent with NCWIT’s normal business expectations.
While this Agreement is in effect, Affiliate will devote such time as is required to perform the
Services.

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University of Colorado
Campus Box 417 UCB
Boulder, CO 80309

3. Affiliate Grants: License, Release, and Consent.

a. License. Affiliate hereby grants to NCWIT an irrevocable license to use Affiliate’s name,
logo, likeness, and marks (collectively, “Affiliate’s Marks”) in materials bearing a significant
connection to the Award Program. Such materials include, but are not limited to, photographs
(including Event Photos), brochures, booklets, publications, reports, promotional, publicity and
advertising materials, press releases, magazines, newspapers, electronic newsletters, sound
recordings, videos, films, broadcasts, program directories and websites. NCWIT’s use of
Affiliate’s Marks will comply with Affiliate’s [Brand Identity Standards] found at
____________________________. Additionally, Affiliate shall have the right to review
NCWIT’s use of Affiliate’s Marks and, should such use offend Affiliate’s reasonable standards
(“NCWIT Offensive Use”), demand NCWIT cease such use. Such demand shall be delivered to
NCWIT in writing at the notice address provided in this Agreement and shall state both the
specific use of Affiliate’s Marks which constitutes NCWIT Offensive Use as well as the reason
that Affiliate deems such use to constitute NCWIT Offensive Use. After receipt of such written
notice, NCWIT shall cure such NCWIT Offensive Use to standards that are acceptable to
Affiliate. Affiliate will not receive any financial compensation for NCWIT’s use of Affiliate’s
Marks.

b. Release. To the extent permitted by state law in the Area, Affiliate hereby releases,
indemnifies, and agrees to hold harmless NCWIT and its agents, representatives, licensees,
successors, and assigns from all claims, causes of action, liability, damages, costs, losses, or
expenses of any kind based upon, relating to, or arising out of Affiliate’s participation in the
Award Program, Affiliate’s use of materials provided by NCWIT, NCWIT’s use of Affiliate’s
Marks, or either Party’s assent to or obligations under this Agreement. The Parties understand
and agree that this Agreement accurately represents the Parties’ relationship as partners. This
Agreement is not and shall not be deemed to be an employment agreement or an independent
contractor agreement and NCWIT shall not bear any liability as an employer of Affiliate.

c. Consent. Affiliate hereby consents to NCWIT collecting any personal information

Affiliate provides NCWIT (e.g., Affiliate’s name, phone number, email address, and physical
address) and using that information to contact Affiliate regarding Affiliate’s involvement with
the Aspirations in Computing Affiliate program, with promotional information (e.g., about
computer science education resources, opportunities, news), and for research purposes (e.g., to
complete a survey or provide feedback.)

4. Affiliate’s License. NCWIT hereby grants Affiliate a non-transferable, revocable, non-

exclusive license to use NCWIT’s Aspirations Trademarks located at
https://www.aspirations.org/logo-usage-guidelines and provided on certain materials NCWIT
will provide to Affiliate (“NCWIT’s Marks”) solely for the purpose of marketing and
supporting the Awards Program. Affiliate shall use NCWIT’s Marks in accordance with the
standards of quality in materials, workmanship, use, advertising, and promotion set forth in the
Logo Guidelines found at https://aspirations.org/logo-usage-guidelines (“Logo Guidelines”).
Affiliate shall ensure that NCWIT’s Marks are prominently displayed at all Award Program

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University of Colorado
Campus Box 417 UCB
Boulder, CO 80309

events. Program Partner shall not use the Aspire Marks in a manner that might, in NCWIT’s sole
determination, be considered to tarnish or disparage the Aspire Marks or NCWIT. Affiliate may
sublicense NCWIT’s Marks to any organization working with Affiliate in connection with the
Services, so long as such sublicense incorporates all of the terms herein and is automatically
terminated upon the termination of the license granted herein (“Permitted Sublicense”). Aside
from the Permitted Sublicense, Program Partner may not, and will not permit any third party to,
(a) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or
otherwise commercially exploit or make available NCWIT’s Marks to any third party; (b)
modify, adapt, or alter NCWIT’s Marks; (c) remove, alter or obscure any copyright notice or any
other proprietary notice that appears on or in NCWIT’s Marks or (d) display or otherwise use
any of NCWIT’s Marks in any manner other than as set forth in the Logo Guidelines. NCWIT
may terminate this license upon thirty (30) days written notice to Program Partner or this license
will terminate with the termination of this Agreement. If the license is terminated, Program
Partner shall promptly return or destroy all copies of the Aspire Marks in Program Partner’s or
their sublicensees’ possession and cease using NCWIT’s Marks.

5. Confidentiality.

a. Confidential Information. Affiliate may from time to time during the term of this
Agreement receive certain (a) confidential or proprietary information of NCWIT and/or (b)
confidential and proprietary information of a third party, with respect to which NCWIT is bound
by a duty of confidentiality (collectively, "Confidential Information"). Without limiting the
foregoing, Confidential Information includes NCWIT's Affiliate Toolkit, NCWIT's Aspiration
Award Portal, information regarding the Award applicants and their applications, other
information regarding NCWIT's trade secrets, technology, finances, and business, and other
materials prepared by Affiliate tht contain, are based on or otherwise reflect to any degree, any of
the foregoing. Information will not be deemed to be “Confidential Information” if (a) such
information becomes generally available to the public other than as a result of unauthorized
disclosure by Affiliate or persons to whom Affiliate has made the information available, (b)
such information was within Affiliate’s possession prior to it being furnished to Affiliate by or
on behalf of NCWIT; provided, however that the source of such information was not known by
Affiliate to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary
obligation of confidentiality to, NCWIT or any other party with respect to such information, (c)
such information was independently developed by Affiliate without use of or reference to any
Confidential Information received from NCWIT, (d) such information has been released without
restriction by NCWIT to another party who was not bound by a duty of confidentiality, or (e)
such information was received by Affiliate on a non-confidential basis, prior to receipt from
NCWIT, from a third party lawfully possessing and lawfully entitled to disclose such
information.

b. Use Obligations. Affiliate shall not use the Confidential Information for any purpose
other than the use necessary to complete the Services. Additionally, recipients of Confidential
Information will disclose such information only to other persons involved with the Award
Program who have a need to know such Confidential Information and who are bound by

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University of Colorado
Campus Box 417 UCB
Boulder, CO 80309

confidentiality agreements with Affiliate which are substantially similar to those contained
herein. Affiliate will protect Confidential Information from unauthorized use, access, or
disclosure in the same manner as Affiliate protects its own confidential or proprietary
information of a similar nature and with no less than reasonable care. Affiliate will not reproduce
the Confidential Information in any form except as required to complete the Services. Affiliate
will immediately notify NCWIT upon discovery of any loss, unauthorized use, or unauthorized
disclosure of any Confidential Information. All Confidential Information and any copies thereof
shall remain the sole and exclusive property of NCWIT, regardless of any contribution by
Affiliate or any other third party. Notwithstanding the foregoing, it is understood that Affiliate is
free to use information which is generally known in the trade or industry, information which is
not gained as a result of a breach of this Agreement, and Affiliate’s own skill, knowledge, know-
how, and experience. In addition, Affiliate will be allowed to disclose Confidential Information
to the extent that such disclosure is (i) approved in writing by NCWIT, or (ii) required by law or
by the order or a court of similar judicial or administrative body, provided that Affiliate notify
NCWIT of such required disclosure promptly and in writing and cooperate with NCWIT, at
NCWIT's request and expense, in any lawful action to contest or limit the scope of such required
disclosure.

c. Return, Breach, & Survival. Affiliate will return to NCWIT or, upon receipt of
permission from NCWIT, destroy all Confidential Information in Affiliate’s possession or
control either (i) promptly upon the written request of NCWIT or (ii) at the expiration or
termination of this Agreement, whichever comes first. Affiliate acknowledges that any breach of
this Section would cause irreparable injury to NCWIT for which monetary damages would not
be an adequate remedy and, therefore, will entitle NCWIT to injunctive relief. The provisions of
this Section of this Agreement shall survive termination of this Agreement for a period of five
(5) years. Notwithstanding the above, if any of the Confidential Information contains information
regarding a minor (“Minor’s Confidential Information”), Program Partner’s obligation
regarding Minor’s Confidential Information shall extend to the greater of (i) five (5) years or (ii)
the period until the minor reaches age eighteen (18).

6. Ownership. All materials provided to Affiliate by NCWIT including but not limited to the
Confidential Information and NCWIT’s Marks are and shall remain the sole property of NCWIT.
Affiliate recognizes and agrees that nothing contained in this Agreement shall be construed as
granting any property rights, by license or otherwise, to any Confidential Information. All rights
in and to NCWIT’s Marks not expressly granted to Affiliate in this Agreement are reserved by
NCWIT.

7. Term and Termination. This Agreement shall begin on the date specified in the
electronic signature box of this Agreement and will continue for one calendar year from the date
of signature unless earlier terminated by NCWIT upon thirty (30) days prior written notice to
Affiliate. Prior to termination, the Parties may agree to extend this Agreement on substantially
the same terms as contained herein for a period of one additional year (an “Additional Term”).
To extend this Agreement for an Additional Term, each Party must submit a signed writing
manifesting its intent to extend the agreement for an Additional Term prior to the expiration of

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University of Colorado
Campus Box 417 UCB
Boulder, CO 80309

the then current Term (each Party’s “Written Intent”). Submission of an application to host a
subsequent Award Program by Affiliate shall satisfy Affiliate’s requirement to submit Written
Intent to NCWIT. NCWIT’s written correspondence affirming approval, and not mere receipt, of
Affiliate’s application shall satisfy NCWIT’s requirement to submit Written Intent. There shall
be no limit to the number of Additional Terms that the Parties may enter into under this
Agreement.

8. Disclaimers. ANY MATERIALS PROVIDED BY NCWIT IN RELATION TO THE

AWARD PROGRAM ARE PROVIDED ON AN "AS IS" BASIS FOR USE BY AFFILIATE
AT AFFILIATE’S OWN RISK. NCWIT DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9. Assumption of Risk. Except as provided in Section 3, each Party agrees that it is solely
responsible for its own actions and the results thereof and shall not be responsible for the actions
of the other Party and the results thereof. Each Party therefore agrees that it will assume all risk
and liability to itself, its agents or employees for any injury to persons or property resulting in
any manner from the conduct of its operations and the operations of its agents or employees
under this Agreement, and for any loss, costs, or damage caused thereby in the performance of
this Agreement.

10. Affiliate's Representations and Warranties. Affiliate represents, warrants, and covenants
that the individual signing this Agreement on behalf of Affiliate has read and understands this
Agreement and has the authority to bind Affiliate to the terms and conditions contained herein.

11. Notice. Pursuant to this Agreement, one Party may need to provide written notice of
certain circumstances to the other Party. All notices, demands, statements, and requests
(“Notice”) required or permitted to be given hereunder shall be in writing and addressed to the
receiving Party’s Notice Address (provided below). Each Party consents to receive Notice via
electronic mail, U.S. Mail, overnight courier service, or personal delivery. Any such Notice shall
be deemed to have been properly given or served as of (i) the date of personal delivery; (ii) three
(3) days after the date the same is deposited in the U.S. Mail, prepaid, for delivery by registered
or certified mail, return receipt requested; (iii) the day after the date on which delivered to a
reputable overnight courier service for overnight delivery providing proof of delivery; (iv) three
(3) days after notice is transmitted via electronic mail; or (v) the date of refusal to accept
delivery. Any Party shall have the right from time to time and at any time, upon at least ten (10)
days’ prior written notice, to change its Notice Address and to specify any other address within
the United States of America, provided said new address is not a post office box.
Notwithstanding the effective date of delivery of a Notice, the time period for a response to any
such Notice, if a time period is specified herein, shall commence to run from the date of actual
receipt of such Notice or the date of deemed receipt, if applicable.

NCWIT Notice Address:

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University of Colorado
Campus Box 417 UCB
Boulder, CO 80309

National Center for Women & Information Technology (NCWIT)

ATTN: Lauren Crow Jones
University of Colorado
Campus Box 322 UCB
Boulder, CO 80309-0322
NCWIT Email: aspirations@ncwit.org

Affiliate Notice Address:

Provided in electronic signature box below
Affiliate Notice Email Address:
Provided in electronic signature box below
Affiliate Address for Acceptance of Checks:
Provided in electronic signature box below

12. General Provisions.

a. This Agreement and any action related thereto will be governed and interpreted by and
under the laws of the State of Colorado, without giving effect to any conflicts of laws principles
that require the application of the law of a different state. Each party hereby expressly consents
to the personal jurisdiction and venue in the state and federal courts of Colorado.

b. The rights and remedies provided to each party in this Agreement are cumulative and in
addition to any other rights and remedies available to such party at law or in equity.

c. With the exception of Affiliate’s agreements with Partner Organizations and Permitted
Sublicenses, Affiliate may not assign any of its rights and/or obligations under this Agreement
without the prior written consent of NCWIT.

d. Any waiver or failure to enforce any provision of this Agreement on one occasion will
not be deemed a waiver of any other provision or of such provision on any other occasion.

e. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable,
the other provisions of this Agreement will remain enforceable and the invalid or unenforceable
provision will be deemed modified so that it is valid and enforceable to the maximum extent
permitted by law.

f. Section headings and references thereto are for reference only.

g. Wherever used herein, the singular includes the plural, the plural includes the singular;
the masculine includes the feminine and the feminine includes the masculine.

h. This Agreement is the final, complete and exclusive agreement of the Parties with respect
to the subject matter hereof and supersedes and merges all prior discussions between the Parties
with respect to such subject matter. No modification of or amendment to this Agreement, or any

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University of Colorado
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waiver of any rights under this Agreement, will be effective unless in writing and signed by the
Party against whom enforcement is sought.

i. This Agreement will be binding upon, and inure to the benefit of, the parties and their
respective successors and permitted assigns.

13. Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or
encrypted, of the Parties included in this Agreement are intended to authenticate this writing and
to have the same force and effect as manual signatures. Electronic signature means any
electronic sound, symbol, or process attached to or logically associated with a record and
executed and adopted by a party with the intent to sign such record pursuant to the Colorado
Uniform Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.) as amended from time to
time.

[SIGNATURE PAGE FOLLOWS]

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University of Colorado
Campus Box 417 UCB
Boulder, CO 80309

THE UNDERSIGNED HEREBY AGREES TO THIS MASTER PARTICIPATION AND

PARTNERSHIP AGREEMENT ON BEHALF OF HIS/HER ORGANIZATION AS ITS DULY
AUTHORIZED REPRESENTATIVE.

______________, an educational institution licensed by the [State/Commonwealth] of

________________

Authorized Representative Signature: _____________________________

Printed Name: ____________________________

Title: ____________________________________

The National Center for Women & Information Technology, a Colorado nonprofit Corporation

Authorized Representative Signature: _____________________________

Printed Name: ____________________________

Title: ____________________________________

Thank you for your time and energy. You are helping NCWIT reach, educate and support
thousands of young women interested in computing and technology. If you have any questions,
please email aspirations@ncwit.org. To learn more about the work of the National Center for
Women & Information Technology, visit www.ncwit.org or follow us on Twitter: @NCWIT.

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University of Colorado
Campus Box 417 UCB
Boulder, CO 80309

Exhibit A- Services

Pursuant to the Agreement, Affiliate shall provide the following services (“Services”):

a. Implement the NCWIT Award for Aspirations in Computing within the Area, either
individually or with third-party partner organizations (“Partner Organizations”);
b. Sponsor the Award Program for the award season, which extends for the Term and,
to the extent applicable, each Additional Term (“Award Season”);
c. Provide 100% of the financial support for the Award Program, either directly, via
fundraising or in partnership with other participating organizations;
d. Secure an appropriate location for the Award Program and provide general liability
insurance naming NCWIT as an additional insured in connection with same, in
amounts deemed reasonable by NCWIT in its discretion.
e. Maintain complete and accurate records relating to the administration of the Award,
including any uses of the financial support provided by sponsors.
f. Ensure that all persons working with minor children in connection with the Award
Program, from both Affiliate and all Partner Organizations, have met all federal,
state, and local regulations established to ensure safety of minor participants in the
Award Program.
g. As appropriate, participate in outreach efforts for the Award Program and other AiC
programs including, but not limited to, the Educator Award, Collegiate Award, AiC
Community and NCWIT AspireIT.
h. Participate in NCWIT’s national evaluation of the Award Program.
i. Participate in the Award “onboarding program” with NCWIT program managers.
j. Distribute, encourage the completion of, collect and mail to NCWIT, all Award
Program participant surveys, or other surveys provided, by June 30 of the Award
Season.
k. Submit photos of the Award Program taken, or directed to be taken, by Affiliate or
any Partner Organization to NCWIT by June 30 of the Award Season (“Event
Photos”). NCWIT will provide a link to upload such Event Photos.
l. File a final report with NCWIT regarding the Award Program by June 30 of the
Award Season, in form and substance acceptable to NCWIT in its reasonable
discretion.
m. Share all written critiques or other written information with NCWIT that Affiliate
may obtain about the Award Program, in order to help NCWIT improve the Award
Program in years to come.
n. Review applications for the Award Program for students and educators in the Area
using an unbiased approach.
o. Require all Affiliate employees, contractors, volunteers and other personnel
participating in the Award Program in any way and all of Partner Organizations’
employees, contractors, volunteers and other personnel participating in the Award
Program in any way, to complete the online Team Member Participation Agreement
accessible at https://www.aspirations.org/consent-and-release-form-coordinators-and-
team-members.
p. Display NCWIT Marks in accordance with this Agreement at all Award Program
events.

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