(hereafter: "The Corporation")
Who shall be known as the Principal Investigator (hereafter: "The PI")
It is hereby declared, stipulated, and agreed between the above parties as follows:
1. Goals of the Corporation
The Corporations is dedicated to building solutions sets for surviving the pole shift anticipated to occur within a short time, and the means to live a healthy life afterwards, as outlined in the Articles of Assosciation of the Corporation, and its official Bylaws. The PI hereby states that he has read and understood the mission and objective of the Corporation as recorded in the above documents, and that he agrees with them.
2. The Role of the PI
The Corporation is seeking the involvement of individuals interested in furthering the objectives of the Corporation, by allocating and funding various projects to be conducted at various locations. The PI has approached the Corporation with a request for funding such a project, and the Corporation found this project worthy of funding (these terms hereafter known as "The Project" and "funding") This agreement is signed between the parties to it in order to delineate their relationship and duties as regards the project. The parties hereby agree that all Appendixes to this agreement shall be considered an inseperable part of it.
3. The Corporation declares:
a. That the PI is receiving the funding for the project in accordance with the Articles and Bylaws of the Corporation, and in accordance with the Law.
b. That the funding is being granted to the PI for the project on the basis of the "project plan" which he submitted in his proposal (hereafter: "the project plan".) The projet plan is attached to this agreement as "Appendix A" and will be considered an inseparable part of this agreement.
c. The PI has been chosen to lead the project after the Corporation considered his qualifications and personality.
d. The funding will include compensation for the PI for the time he spent working on the project, either by a straight monetary compensation, which will be budgeted into the project plan, or by retaining the project and/or the fruits thereof after its completion as stated below. The decision of the PI to this effect shall be added to this contract as "Appendix B".
4. The duties of the PI shall be:
- To conduct any and all of his dealings with the Corporation in good faith, which means, among other things, to disclose to the Corporation immediately any information which is reasonable to assume may have a bearing on the project.
- To provide the Corporation with an exact address of the location at which the project is to be executed, and to notify the Corporaton immediataly of any change of address, whether that of himself or of the project location.
- To make the best possible effort on his part and to the best of his abilities to achieve on time the Milestones which are described in the project plan (hereafter "the Milestones".)
- To keep the Corporation updated on a monthly or otherwise agreed basis as to the development of the project.
- To provide the Corporation with any reports, receipts, bank statements, invoices, etc. which he will will be asked from time to time to provide pertaining to the execution of the project, whether these are explicitly mentioned in this agreement or not.
- To cooperate fully with the Project Manager (described below), showing good faith and continued willingness to achieve the goals of the Corporation.
- To uphold the image of the Corporation as a non-profit organization dedicated to educating the public.
- To obey any and all local and Federal Laws during the execution of the project.
- To permit on-site inspection of the project and its execution, after a decision to hold such an inspection is duly voted on by the Board of the Corporation. The PI shall permit the above inspection to take place not later than three days after receiving by registered mail from a recognized Officer of the Corporation a notarized copy of the log of the meeting where such a decision was reached.
5. The duties of the Corporation shall be:
- To disburse funds to the PI for the execution of the project, in accordance with the Milestones outlined in the project plan. The above funding will be disbursed in increments matching the Milestones in the project plan.
- To provide a liason for the PI in all his dealings with the Corporation. This liason will be known as The Project Manager, and he shall be responsible for supervising the project for the Corporation. Unless otherwise stated, agreed or requested here or elsewhere, the PI shall make all reports, progress and otherwise, to the Project Manager.
- To act according to the Bylaws which pertain to Grant Policy in all its dealings with the PI.
6. Property ownership
It is hereby explicitly agreed between the parties, that any equipment, inventory, parts or objects of any kind, which pertain to the exectution of the project or the project plan, as well as the results of the project - shall be the property of the Corporation and not of the PI, regardless of the location of said objects and equipment. In the event the PI chooses to be compensated for directing the project, by keeping the project and the fruits thereof as outlined above - the ownership of said property shall pass to him only after a duly signed and notarized notification from the Corporation is received by him.
7. Breaches and remedies
a. Any of the following will be considered as a breach or non-fulfillment of this agreement on the part of the PI:
- Non-disclosure of any relevant information, whether leading to the apporval of the projet by the Corporation, or whether pertaining to any aspect of the execution of the project.
- Continual lack of progress on the project or lack of fulfillment of the Milestones in the agreed upon time.
b. It is agreed and understood between the parties that a good faith effort by the PI to fulfill the project and its stated goals - shall basically be considered as a success. Any penalty stipulated in this agreement shall not be applied if it is reasonably clear that the PI acted in good faith or that otherwise unforseen circumstances arose which prevented his compliance with the project plan or the Milestones. "Good faith" on the PI's part shall usually, but not necessarily, be determined by the PI's unequivocable compliance with the disclosure clause above, and by his general truthfulness pertaining to the project and other aspects of his relationship with the Corporation.
c. The PI shall be considerd as having forfeited this agreement in the event of him being declared legally incomepent or bankrupt, or him having been convicted in a criminal court of an offense which carries moral turpitude.
d. The Project Manager shall be the authority who determines whether a situation of 'lack of progress' has been reached with the PI. The remedies outlined in this agreement in the event of breach shall apply after the Board of the Corporation approves the Project Manager's recommendation regarding the PI's non-fulfillment of this agreement (hereafter: "the Breach Decision")
x. In the event the Breach Decision is reached by the Board as stated - the Board may cause a special investigation into the project be instigated. Such investigation may include on-site inspections and the PI agrees to have these conducted as specified above. The Corporation may use any legal entity acting in its stead to conduct a special investigation of this nature.
e. In the event the Breach Decision is reached according to the above, the PI shall be obligated to return to the Corporation immediately and without delay any objects or equipment which he received or purchased as part of the project plan, as well as any fruits or results of the project which he may have meanwhile produced. In such an event the PI shall also be obligated to provide full documentation pertaining to the project, as is necessary for a fiscal or tax audit.
f. Without derogating from any other remedy granted to it by this agreement or by Law, the Coporation will be given the power to seize the described assets pertaining to the project on the premises of the PI, which assets are considered Corporation property as per article 5 above. To facilitate the execution of this clause, the PI agrees to permit agents of the Corporation open access to all the premises on which the project is conducted.
g. In the event of a Breach Decision when it is clear that the PI's non-feasance on the project is a result of his not acting in good faith in a blatant manner, such as outright fraud (but without requiring a criminal conviction) - the PI will be obligated to return to the Corporation any funds that he received from it pertaining to the project.
It is explicitly agreed and stipulated by the parties to this agreement, that should any conflict arising from this agreement or the execution thereof is brought into litigation before a Court of Law - then this conflict shall be adjudged according to the Laws of the United States of America and the state of Wisconsin, reagardless of the country or state of residence of the PI, or the location of the project.
It is further stipulated that the place of venue for any litigation arising from this conflict shall be the in the appropriate Court in the City of Milwaukee in the State of Wisconsin in the United States of America.
|The Corporation - signature and stamp||The Principal Investigator - signature|
|Date of signing: __________________||Date of signing: _______________________|