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Karei van Rosmalen

7

Zuyd University
ZU
of Applied Sciences Y D

AGREEMENT BETWEEN
CONFUCIUS INSTITUTE HEADQUARTERS OF CHINA
AND
ZUYD UNIVERSITY OF APPLIED SCIENCES O F
NETHERLANDS
ON T H E ESTABLISHMENT OF
CONFUCIUS INSTITUTE AT
ZUYD UNIVERSITY OF APPLIED SCIENCES

In order to strengthen educational cooperation between China and
Netherlands, support and promote the development of Chinese language
education, and increase mutual understanding among people in China and
in Netherlands, according to the Constitution and By-laws of Confucius
Institutes,

the

Confucius Institute Headquarters

of China

(the

Headquarters) and Zuyd University of Applied Sciences (ZUYD) of
Netherlands, for the establishment of Confucius Institute at Zuyd
University of Applied Sciences (the Institute), hereby agree as follows:

Article 1
The purpose

Purpose

of this Agreement is to identify the rights and

responsibilities of the Headquarters and ZUYD in the establishment and

8

management of the Institute.

Article 2

Character

The Institute shall be a non-profit educational institution.

Article 3

Executive Institution

ZUYD is desirous of collaborating with Dongbei University of Finance
and Economics. The Headquarters will authorize and appoint Dongbei
University of Finance and Economics to establish the Confucius Institute
in partnership with the ZUYD as the Chinese executive institution.
ZUYD and Dongbei University of Finance and Economics will sign an
implementation

agreement

on

the

details

of

cooperation.

The

implementation agreement should be audited by the Headquarters before
signing. The Institute must be launched within one year after this
Agreement is signed.
During the operation of the Confiicius Institute, i f Dongbei University of
Finance and Economics is confirmed by the Headquarters to have failed
to perform its responsibilities, the Headquarters can disqualify Dongbei
University of Finance and Economics and appoint another Chinese
institution to be as the Chinese executive institution, and sign a new
implementation agreement with ZUYD. This Agreement will not need to
be signed anew.

Article 4

Scope of Activities

The Institute can carry out the following activities according to the
Constitution and By-laws of Confucius Institutes,

as well as local

circumstances:
1. Teaching Chinese language, providing Chinese language teaching
resources and carrying out research on Chinese language teaching;
2. Training Chinese language instructors and developing Chinese
language teaching materials;
3. Organizing the HSK examination (Chinese Proficiency Test) and tests
for the Certification of the Chinese Language Teachers;
4. Providing information and consultative services concerning China's
education, culture, and so forth;
5. Conducting language and cultural exchange activities;
6. Other activities with authorization and by appointment cf the
Headquarters.

Article 5

Organization, Operation and Management

1. The Institute at ZUYD shall adopt a Director Responsibility System
under the leadership of the Board of Directors.
2. The Board of Directors consists of members nominated from two
parties The Board must include senior-level (university-level) leaders
from both parties. Its duties include: formulating and amending the
Constitution of the Institute; formulating development plans for the
Institute; decision-making on the significant issues including teaching,
research and operation; fund raising; appointing and dismissing the
Director of the Institute; examining and approving the budget pioposal
and final financial accounts of the Institute; reporting to the two parties
on the operation status and significant issues. The Board meeting should
be held at least once a year.

10

3. Two collaborating parties appoint one Director respectively.
4. The Headquarters acknowledges that ZUYD and its faculty ultimately
have the right to determine the content of the curriculum and the manner
of

instruction

for all programs

administered by

ZUYD.ZUYD

acknowledges that the Headquarters ultimately has the right to determine
the programs to which it provides funding.
5. Chinese citizens involved in activities of the Institute shall be subject
to thé laws and policies of ZUYD and Netherlands. Netherlands citizens
involved in activities of the Institute in China shall be subject to the laws
and policies of China.
6. The Institute draws up annual budget proposals and final financial
accounts independently. ZUYD will be in charge of its daily operation
and management. It should assume the sole responsibility to maintain a
balance between income and expenditure by charging language course
fees and other programs.

Article 6 Obligations
1. The obligations of the Headquarters:
(1) To authorize the use of the title "Confucius Institute", logos and
Institute emblems.
(2) To provide teaching materials, coursewares and other books according
to the need, to authorize the use of online courses. To provide, for the
first time, Chinese books, teaching materials, and audio-visual materials
worth RMB 150,000.
(3) To provide $150,000 start-up fund mainly for the purpose of
decorating the Institute space and purchasing equipments. I f ZUYD

li

chooses to quit ahead of the expiration date of the first agreement, it shall
return the start-up fund at a percentage of the years unspent to the
contract period. And to provide a set amount of annual fund according to
needs.
(4) To send Chinese instructors or volunteer teachers based on the
requirements of teaching, and pay for their air fares and salaries.
(5) To provide support of Headquarters' programs, include the Confucius
Institute Scholarship, Summer or Winter Camp in China, and Confucius
China Studies Program, etc..

2. The obligations of ZUYD:
(1) To provide a fixed office place and appropriate sites for teaching and
other activities of the Confucius Institute; To provide office and teaching
facilities, and be responsible for their installment, management and
maintenance.
(2) To provide necessary administrative personnel and teaching staff (full
time or part-time) and provide the related payment.
(3) To assist the Chinese party on the visa application and residence
procedures,

and

provide

necessary

working

facilities and

life

conveniences.
(4) To open a special account for the Confucius Institute or set up a
separate account for independent accounting in the Institution's financial
system.
(5) To provide a set amount of annual fund, which should not be less than
the amount provided by the Headquarters.
(6) To accept the project assessment by the Headquarters.

12

Article 7

Intellectual Property

The Headquarters exclusively owns the title of "The Confucius Institute",
its related logo, and emblem as its exclusive intellectual property. ZUYD
carmot continue applying or transfer the title, logo, and emblem in any
form, either directly or indirectly, after this Agreement has been
terminated.
The provider owns the intellectual property of the concrete program
implemented by the Institute. And the two parties can consult on the IP
ownership in collaborative programs. In the events of dispute, the two
parties should consult with each other friendly or submit to the
jurisdictional organ according to the related laws and regulations.

Article 8 Revision
With the consent of both parties, this Agreement may be revised during
its implementation and all revisions will be made in writing, both in
English and Chinese, and will take effect as signed by authorized
representatives of the parties.

Article 9 Term
The Agreement shall be in effect on the date of both parties signing. The
Agreement shall have a period of 5-year validity. I f either party wishes to
terminate the Agreement, it must notify the other in writing 90 days
before the end of the Agreement, otherwise it will automatically be
extended for another 5 years.

Article 10

Force Majeure

13

Parties will be released from their obligations under this Agreement in the
event of a national emergency, war, prohibitive government regulation or
any other cause beyond the control of the parties that renders the
performance of this Agreement impossible. In the event of such a
circumstance, the party under the situation shall inform the other party in
writing that the program may be delayed or terminated, and duly take
effective measures to mitigate the loss of the other party.

Article 11 Termination
1. This Agreement can be terminated in one of the following cases:
(1) This Agreement can be terminated according to Article 9, i f the two
parties have no intention to continue their cooperation on the expiration
of the Term.
(2) This Agreement can be terminated according to Article 10, i f the two
parties reach consensus on the impossibility of performance due to force
majeure.
(3) The Headquarters has the right to terminate this Agreement, i f
according to assessment, the Institute has not reached the standard and
made no remediation or failed to reach the Headquarters' requirement
after remediation.
Apart from the above cases, neither party can request for terminating this
Agreement ahead of time; Or the default party must compensate for all
the damages incurred to the other party, which include but not are limited
to all the investment made under this Agreement, the legal expense and
the indemnity for defamation.
2. When this Agreement terminates, the two parties should both adopting

14

rehabilitation measures, with aim to avoiding negative impact on either
party. The measures include, but not limit to:
(1) Upon termination, the funds of the collaborative program will be
automatically frozen and returned to the Headquarters

after the

confirmation of both parties on the amount.
(2) The termination of this Agreement shall not affect other separate
agreements, contracts or programs between the two parties.
(3) Upon termination, ZUYD should make proper arrangements of the
enrolled students and other matters.
(4) After termination, the implementation agreement will be terminated
automatically.

Article 12 Dispute Settlement
In the events of any dispute, the two parties agree to attempt to engage in
a good faith to find a solution. In the event such an attempt appears
unsuccessful, the parties agree to submit the dispute to a third party
trusted by the both parties.

Article 13

Other Terms

The parties to this Agreement will treat this Agreement as confidential
and will not, without prior written consent, publish, release or disclose, or
permit any other party to publish, release, or disclose, any materials or
information which come to the knowledge of either party as a result of
this Agreement except insofar as such publication, release or disclosure is
necessary to enable each party to fulfill their obligations under this
Agreement.

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Other matters not settled by this Agreement shall be solved through
friendly, cooperative consultations between the two parties.

The undersigned hereby 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, in both languages, shall have the same effectiveness.

Confucius Institute

Zuyd University of Applied Sciences

Headquarters (HANBAN)

President

Deputy Chief Executive

MA Jianfei

/

Karel van Rosmalen

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