User:Wikirandy/Temp/BSA Learning Services.doc

Agreement 14 2010 - Fisher Page 1 of 4

© Otago Education Resource Foundation Ltd

Business Services Agreement for

Online workshop facilitation for the

Learning4Content project

This Agreement is made on the 28th day of October 2010

BETWEEN THE FOLLOWING PARTIES

1. Open Education Resource Foundation Limited (“OERF”); a body incorporated under the New

Zealand Companies Act of 1993.

2. Randy Fisher (“The Supplier”), iCentro, Canada. (email: to be provided)

BACKGROUND

The OERF seeks to engage the Supplier to provide facilitation support for onlineLearning4Content

workshops in WikiEducator.

AGREEMENT

1. Interpretation

1.1. In this Agreement:

 “you” or “your” means Randy Fisher

 “we”, “our”, or “us” means the OERF

2. Term

2.1. This Agreement will begin upon signature and finish on 31 July 2011.

3. Services to be provided:

3.1. You will provide Lead facilitator and support for one (1) online Learning4Content workshop:

 Confirm dates of the workshops to be facilitated under this service agreement prior to

the commencement of the workshop.

 Promote and recruit participants prior to the workshop aiming to achieve a minimum of

45 participants per workshop.

 Maintain and update the participant list on the wiki for the corresponding workshop,

ensuring that the participant list contains: full names, gender, organisation, position and

record of learning contracts submitted. The participant list should include links to

individual user pages where appropriate.

 Monitor and collect learning submitted online by participants.

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© Otago Education Resource Foundation Ltd

 Provide facilitation support and guidance on basic wiki skills for registered participants,

where possible to achieve the WikiEducator certification of WikiApprentice Level 2 or

Wikibuddy.

 Monitor and respond to posts on the discussion list and relevant wiki pages.

 Monitor progress of participants awarding WikiMaster certifications as participants

progress during the workshop.

 5 days after closure of the workshop audit the WikiMaster certifications of participants

and adjust if necessary.

 Provide a brief and concise facilitator's report linked from the relevant workshop page in

WikiEducator. The report should summarise demographic information, including the

certifications achieved and facilitator reflections on the workshop. .

3.2. Deliverables and Timelines

 The duration of the above service provisioning will commence upon signature until 31

July 2011.

3.3. We will provide:

 Access to WikiEducator training materials

 Access to the WikiEducator website

 Confirmation of the selected dates for the workshops

 Your contact for all matters pertaining to this contract will be Wayne Mackintosh (email

wayne@oerfoundation.org)

4. Payment and invoices

4.1 We will pay to you in respect of the provision of the services as set out above according at

the following rates:

 USD800 per prior approved online Learning4Content workshop, invoiced in arrears.

 On receipt of an invoice (for each instalment).

 The invoice should reference this contract, and contain the name and address of the

payee, the fee due under the contract, payee’s bank name, bank address, bank number,

account name, account number and bank swift code to facilitate the transfer of funds.

 We will arrange payment by direct wire transfer of as per fee structure contained herein.

 If the Provider fails to deliver any or all services as specified in Section 3 within the time

period(s) specified in the contract, we reserve the right to amend the fee due under the

contract by mutual negotiation.

5. Reporting Procedures

5.1. The Provider will report to OERF every quarter on the status of the above mentioned

activities. The report should take the format of a brief email covering:

 conduct of activities since last report;

 schedule of activities in the next reporting period; and

 issues or problems.

6. Specific terms

6.1 Intellectual Property

 As a contractor to OERF any inventions, ideas, know-how and/or techniques relating to

anything developed by you in the course of this Agreement should be licensed under a

Creative Commons Attribution license or software license approved by the Open Source

Initiative where appropriate.

Note: Any claims over interests in a student’s work must be agreed and specified prior to

the students’ engagement in the activity.

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© Otago Education Resource Foundation Ltd

7. Standard Terms

As the sole shareholder of the OERF, Otago Polytechnic's standard Terms for Acquiring Services

are attached as Appendix 1 and form part of this Agreement. If there is any inconsistency

between those terms and the terms set out above then the terms set out above prevail.

To indicate your acceptance of this task and the associated terms and conditions, please sign this

letter where indicated and return a signed copy to OERF using facsimile number +64 3 471 6869.

SIGNATURES

Signed for and on behalf of )

the Open Education )

Resource Foundation Ltd ) 29 October 2010

Dr Robin Day

Board of Directors

Signed by Randy Fisher, )

Consultant )

)

Signature Date

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© Otago Education Resource Foundation Ltd

Standard Terms for Acquiring Services

1 Services

1.1 All services must be carried out with care

and skill to a professional standard, and

meet the purposes and requirements of

Otago Polytechnic. The Supplier must

ensure that the services are carried out in

accordance with all legal requirements and

the Otago Polytechnic's rules and directions.

1.2 The Supplier must conform to the Health and

Safety policy and procedures of the Otago

Polytechnic wherever relevant.

2 Confidentiality

2.1 This Agreement is confidential to Otago

Polytechnic and the Supplier. Both agree

not to disclose its contents to anyone except

with the prior written consent of the other.

2.2 All trade and professional secrets supplied to

the Supplier by Otago Polytechnic remain

the property of Otago Polytechnic. Otago

Polytechnic and the Supplier agree not to

disclose to anyone any confidential

information which may be revealed by one to

the other for the purpose of carrying out this

Agreement.

3 Relationship

Nothing contained in this Agreement

constitutes Otago Polytechnic or the

Supplier as the agent, legal representative,

partner, joint venturer or employee of the

other. Neither of them has the right to bind

the other in any way.

4 Rights to inventions and developments

Any inventions, ideas, know-how and/or

techniques relating to anything developed by

Otago Polytechnic, the Supplier, or both of

them, in the course of this Agreement are

the property of the developer or developers.

1 5 Goods and Services Tax

2 All prices and charges are expressed in

New Zealand currency, unless otherwise

stated in this Agreement, and any

Government imposed levies, surcharges or

taxes are additional to the prices stated.

6 Ending this Agreement

6.1 Otago Polytechnic may end this Agreement

by giving 7 days notice in writing to the

Supplier if the Supplier breaches any term of

this Agreement and fails to remedy the

breach within 7 days after receiving notice in

writing from Otago Polytechnic requiring the

breach to be remedied.

6.2 In the case of a breach of Health and Safety

policy, procedure, legislation or regulations

then the Otago Polytechnic may terminate

the agreement immediately.

6.3 The ending of this Agreement is without

prejudice to any other rights and remedies of

Otago Polytechnic arising out of any default

which occurs before the end of the

Agreement.

7 Waiver

No waiver of any breach of this Agreement is

deemed to be a waiver of any other or any

subsequent breach. The failure of Otago

Polytechnic to enforce any provision of this

Agreement at any time is not a waiver of this

provision.

8 Assignment

Neither party may assign its rights under this

Agreement without the prior written consent

of the other.

9 Each term separately binding

Each term of this Agreement is separately

binding. If for any reason Otago Polytechnic

cannot rely on any term, all other terms

remain binding.

10 Choice of law and choice of forum

10.1 This Agreement is made in New Zealand

and its construction, validity and

performance is determined under New

Zealand law. Any dispute, which is to be

litigated, is to be submitted to a New

Zealand court.

10.2 It is agreed that for the purposes of

determining the Court at which any action

shall be heard that any such cause of action

is deemed to have arisen at the Dunedin

office of Otago Polytechnic with the intent

that all legal proceedings concerning this

Agreement shall be commenced and heard

at the District Court or High Court at

Dunedin.

11 Entire Agreement

This Agreement constitutes the entire

agreement between Otago Polytechnic and

the Supplier.