AGREEMENT BETWEEN CONFUCIUS INSTITUTE HEADQUARTERS OF CHINA AND THE UNIVERSITY OF MARYLAND, COLLEGE PARK ON CO-DEVELOPMENT OF CONFUCIUS INSTITUTE AT UNIVERSITY OF MARYLAND In order to strengthen educational cooperation between China and the United States of America, to support and promote the development of Chinese language education, and to increase mutual understanding among the peoples of China and the United States of America, and in accordance with the Constitution and By-laws of Confucius Institutes, the Confucius Institute Headquarters of China (“Headquarters”) and the University of Maryland College Park ("UMD"), desire the extension of the Confucius Institute at the University of Maryland College Park ("CIM") and hereby agree as follows: Article 1. Purpose The purpose of this Agreement is to identify the rights and responsibilities of the Head- quarters and UMD in the extension and management of the CIM. Article 2. Character CIM shall be a non-profit educational institution Article 3. Executive Institution UMD will serve as the executive institution of CIM. To create a successful Confucius Institute, UMD will continue to partner with Nankai University ("Nankai"), which has been selected by the Headquarters. Both UMD and Nankai may review and sign supplementary agreements on detailed matters of cooperation. The supplementary agreements should be audited by Headquarters before signing. Article 4. Scope of Activities Nankai may provide UMD with assistance in carrying out the following activities, per the Headquarters’ Constitution and By-laws, and as agreed to by UMD. 1. Teaching Chinese language and providing Chinese language teaching resources; 2. Training Chinese language instructors; 3. Holding the HSK examination (Chinese Proficiency Test) and tests for the Certification of the Chinese Language teachers;Providing information and consultative services concerning China's education and culture; Conducting language and cultural exchange activities; Other activities with authorization and by appointment of the Headquarters. Article 5. Organization The CIM shall establish a clear organizational structure that includes a Director appointed by UMD in Consultation with Nankai; a Chinese Co-Director selected by the Headquarters and Nankai in consultation with UMD; a Board of Advisors appointed by UMD; a Board of Directors appointed by both UMD and Nankai; and additional administrative staff members appointed by UMD as needed The responsibilities and authority of the Director will include: proposing amendments to the Constitution of the CIM; proposing and developing new programmatic initiatives; making decisions on significant issues related to teaching, research and management; proposing a budget for CIM; making all management decisions; and preparing an annual report of CIM activities for UMD, the Headquarters and Nankai The full-time Chinese Co-Director will be appointed by Nankai and the Headquarters. Funding for this position will be provided by the Headquarters, but will be included in the payroll system of UMD. The Chinese Co-Director is supposed to assist the Director on the management of the CIM. _His/her duties include: organizing various CIM programs and events, including those related to culture and non-credit bearing language classes; serving as a liaison between the Director, Nankai and the Headquarters, as needed; and working with the Director to develop an annual budget The Board of Advisors will convene at least twice a year and will comprise friends and supporters of the CIM from the private sector, as well as members of UMD faculty and staff who have expertise in matters related to China. The Board of Advisors will assist the Director in achieving his/her goals for the CIM. This might include: private fundraising; providing feedback to the Director on matters related to new initiatives, both programmatic and logistical; advising on possible amendments to the CIM Constitution and Bylaws if necessary; reviewing and advising on matters related to the annual budget; and providing feedback to the Director on the annual report and other types of media communications. The Board of Directors will be comprised of three representatives from UMD. and three representatives from Nankai. It will convene either in person, on line or by telephone, once a year to discuss all relevant matters related to theactivities of CIM, and will make decisions on the key issues concerning the development of CIM. CIM must accept the assessment of the Headquarters and UMD on teaching quality CIM activities must be in accordance with the Constitution and By-laws of the Headquarters, must respect the cultural customs of both parties, must not contravene the laws and regulations of the United States and China, and must conform to UMD policies. The CIM will independently draw up annual budget proposals and final financial accounts in accordance with a certain financial standard. These budgets will be submitted to the Headquarters, which will determine in a timely fashion its contribution to CIM. UMD will be in charge of the daily operation and management of the finances of CIM. Any fund balance will be carried forward to the next fiscal year. CIM shall assume the sole final responsibility for its profits or losses by charging fees for its language courses and other programs. Article 6. Obligations The obligations of the Headquarters: (a) To authorize the use of the title “Confucius Institute” logos and institute emblems. (b) To provide teaching and course materials and other books as needed; to authorize the use of online courses; and to provide 3,000 volumes of Chinese books, teaching materials, and audio-visual materials over a three-year period (©) To send the number of Chinese instructors based on instructional needs and to pay for their airline tickets and salaries. (4) To respond to budget requests by UMD budget deadlines. The obligations of UMD: (@) To provide office space and appropriate sites for teaching and other activities of CIM; to equip office and teaching facilities; and to bear responsibility for the setting, management and maintenance of CIM. (b) To provide necessary administrative personnel (full-time or part-time); to provide them with appropriate compensation; and to provide theChinese instructors from Nankai with appropriate working facilities and non-financial assistance moving to UMD. (c) To assist the Chinese instructors on the visa application and residence procedures in order to live in the United States and perform their duties at UMD for the duration of their appointments. (4) To open a separate statement for the Confucius Institute under the official bank account of the University of Maryland, (e) To raise funds to support the development of the CIM Article 7. Intellectual Property The Headquarters exclusively owns the title of “The Confucius Institute,” its related logo, and its emblem as its exclusive intellectual property. UMD cannot apply or transfer the title, logo, and emblem in any form, either directly or indirectly, after this Agreement has been terminated. The author owns the intellectual property of the specific program. In the event of any dispute regarding authorship of specific programs, the two parties will consult with each other and seek mediation if necessary Article 8. Revision With the consent of both parties, this Agreement may be revised during its implementation and any revisions will be made in writing both English and Chinese, and will take effect when signed by authorized representatives of the parties. Article 9. Term The Agreement shall be in effect on the date when the two parties sign below. The Agreement shall be valid for a period of five years. If either party does not intend to renew the Agreement at the end of the term, it must notify the other in writing during the 90 days before the end of the Agreement, otherwise it will automatically be extended for another five years. Article 10. Force Majeure Parties hereto will be released from their obligations under this Agreement in the event that causes beyond the control of one or both parties render the performance of this Agreement impossible. In the event of such circumstance, the non-performing party shall inform the other party in writing that the program may be delayed or terminated, giving the reasons for such delay or termination, and will take effective measures to mitigate any losses incurred by the other party.Article 11. Termination This Agreement shall be terminated in one of the following cases: 1. Either party intends to terminate this Agreement upon giving written notice at least six months in advance of their intention to terminate. 2. The Agreement cannot be implemented because of force majeure. The termination of this Agreement shall not affect any other agreements between the parties. lf and before the Agreement is terminated, UMD shall endeavor to make appropriate arrangements for any students already enrolled in Confucius courses or related Projects to continue for the remainder of the academic year under other auspices. Article 12. Dispute Settlement In the event of any dispute, the two parties should consult with each other. Article 13. Other Terms The undersigned hereby affirm they are duly authorized by each institution to execute this Agreement, This Agreement is written in Chinese and English. Each party shall keep one copy in Chinese and one copy in English of the signed Agreement. The Agreement shall be equally effective in either language. Confucius Institute Headquarters (HANBAN) University of Maryland Chief Executive President Vy We (ODO XU Lin T Wallace D. Loh Date abl}. g. 2 Date: UL 2313