MEMORANDUM OF AGREEMENT BETWEEN

THE UNIVERSITY OF TOLEDO, USA

&
THEUNIVERSITYAFFILIATE, THEAFFILIATECOUNTRY

The University of Toledo (Ohio, USA) and Theuniversityaffiliate (Theaffiliatecountry) (hereinafter

“THEAFFILIATEABBREVIATION”), wishing to establish cooperative relations between the two
institutions, and especially to develop academic and cultural interchange between them through
mutual assistance in the areas of education and research, hereby resolve to cooperate in the
development of programs and academic affiliations subject to the following agreed upon terms
and conditions contained herein.

Article 1: Objective of the Agreement.

The purpose of this Agreement will be to establish a mutually-beneficial educational and

pedagogical relationship with THEAFFILIATEABBREVIATION. This Agreement establishes the
formal understanding of the scope of operations between the two institutions, and commits to
writing the intent and mutual assent of both parties to engage in the following activities.

Article 2: Scope of Agreement.

In this Agreement:
1. “Exchange” means a one-for-one exchange of Participants from each party;
2. “Participants” means students or residents participating in the program or activity
implemented herein;
3. “Home Institution” means the university from which the Participant intends to graduate;
4. “Host Institution” means the university that has agreed to receive the Participants from
the Home Institution;
5. “Faculty” means academic personnel employed by party for teaching and/or research.

This Agreement will be carried out, subject to the availability of funds of either party, and subject
to the authorized approval of The University of Toledo and THEAFFILIATEABBREVIATION.
Activities engaged in under this Agreement include: [the exchange of Participants from each
institution for traditional student exchange programs; study abroad of Participants between
institutions; the hosting of visiting Faculty from the other institution; development of joint degree
programs (e.g., 2+2, 2+1, 2+2+1, and/or 2+1+1); the organization of joint seminars and
conferences; the exchange of academic program materials; the development of joint research
and publications].

XXXXXXXXXX

Article 3: Implementation of Agreement as applied to individual programs.

1. Liaison Officer. For each program or activity described above, each party designates a
Liaison Officer to develop and coordinate all activities relative to the program or activity
as follows.

University: The University of Toledo

_____________________
College of _____________

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 2801 W. Bancroft Street, MS#___
Toledo, Ohio 43606

THEAFFILIATEABBREVIATION:
__________________________
__________________________
__________________________

2. Should additional specific terms be necessary to the program or activity under this
Agreement, the parties will reach a written, signed agreement prior to the starting date
of the program or activity.

3. Participant exchange balance. For a program involving the exchange of Particiapnts

from each institution, a balance of one-for-one Participant exchange should be
maintained and will be reviewed annually. If a significant imbalance occurs, the
reciprocality of the exchange will be suspended until the imbalance is resolved. In the
alternative, either party may opt to suspend or terminate the imbalanced exchange in
writing with 90 days notice to the other party.

4. Visiting Faculty. The Host Institution will accept Faculty subject to mutual scholarly and
programmatic interests determined by the respective institutional representatives,
availability of facilities, previous or continuing Faculty collaborations, among other
relevant factors given the situation will be considered in making this decision. The
purpose of any such visit must be teaching and/or cooperative research. No such visit
will exceed one (1) academic year as that period is defined by the Host Institution,
unless otherwise agreed to in writing by the institutions. Faculty and/or scholars will
remain on their Home Institution’s payroll. The Home Institution also remains
responsible for the administration of any taxes, benefits or other financial obligations of
the Home Institution.

Article 4: Implementation of Agreement as applied to clinical programs.

1. Host Institution shall advise the Home Institution in advance of all facilities used in
clinical education. Home Institution may prohibit Participant and Faculty involvement at
any particular facility.

2. Host Institution shall provide Participants and Faculty with an orientation to the facilities
used for clinical education under this Agreement to include, but not be limited to safety
and patient privacy, as applicable.

3. Host Institution shall permit Participants and Faculty to provide, participate in, or assist in
the provision of care and related services to patients only (i) under supervision of
English-speaking, appropriately licensed clinicians and with adequate mentoring; (ii)
consistent with supervisor, Participant and Faculty training, experience and
credentialing; (iii) consistent with all applicable laws, regulations, and accreditation
requirements; and (iv) subject to patient choice and professional appropriateness.

4. Receiving Institution retains ultimate responsibility for the services provided to its
patients.

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 5. Home Institution shall ensure that Participants and Faculty meet the required vaccination
and other health measures in connection with the visit abroad and as may be required
and communicated in writing by Host Institution.

6. Host Institution shall provide immediate medical attention to Participants and Faculty, at
Participant’s or Faculty’s expense, as applicable, in the event of Participant or Faculty
exposure to infectious or environmental hazards, or other occupational injuries as a
result of a clinical assignment hereunder.

7. Host Institution agrees to evaluate Students and Residents in a timely manner as

reasonably required by the Home Institution.

8. The parties agree that any joint research or other research related projects proposed to
be developed or implemented under this Agreement which impose a financial obligation
on either party, shall require a separate, individual written agreement. Such subsequent
agreements shall set out the details of the conditions and understandings of the parties
for each such proposed collaboration and shall be developed in collaboration with
appropriate authorities.

9. Should any collaboration between the parties result in any potential for intellectual
property, the parties shall immediately meet through designated representatives and
seek an equitable and fair understanding as to ownership and other property interests
that may arise.

10. Any disciplinary proceedings against Participants or Faculty shall only be conducted by
the Home Institution in accordance with the Home Institution’s policies and procedures.

11. Participants and Faculty participate in the clinical education hereunder with no
expectation of reimbursement of any expense or expectation of any salary or other
monetary consideration.

12. Each party agrees that there are no expenses under this Agreement that are expected
or anticipated to be paid by one party to the other party.

Article 5: General program requirements.

1. Tuition and fees.

a. University of Toledo Participants

[For exchange program: Participants from The University of Toledo attending

THEAFFILIATEABBREVIATION will register and pay the standard tuition and
fees to The University of Toledo.]

[For non-exchange program: Participants from The University of Toledo attending

THEAFFILIATEABBREVIATION will pay tuition as determined by
the THEAFFILIATEABBREVIATION, which may not be greater than the tuition
charged to non-residents and may be eligible to apply for a student scholarship
from THEAFFILIATEABBREVIATION, if available at the time of application.]

b. THEAFFILIATEABBREVIATION Participants

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 [For exchange program: Participants from THEAFFILIATEABBREVIATION
attending The University of Toledo will register and pay the standard tuition to the
THEAFFILIATEABBREVIATION.]

[For non-exchange program: Participants from THEAFFILIATEABBREVIATION

attending The University of Toledo will be assessed standard tuition and fees
including the out-of-state surcharge and may be eligible to apply for an
international student scholarship from The University of Toledo consistent with
the policy that exists at the time of admission into partnership program. The
current scholarship guideline states that Participants enrolled in a partnership
program at their Home Institution with a 3.0/4.0 GPA or higher at the time of
transferring to The University pf Toledo will be granted an International Student
Scholarship of $9,200. To be eligible for the International Student Scholarship,
the Participant must register for all courses prior to the 15th calendar day of the
academic term. The scholarship is renewable and is subject to the award
recipient satisfying the renewal terms and conditions, which is currently earning
27 University of Toledo credit hours within two semesters of the academic year
and maintaining a cumulative 2.75 GPA or higher. The International Student
Scholarship, if awarded, applies only to the out-of-state surcharge. Participants
will be responsible for paying all other fees and expenses, including but not
limited to tuition, living expenses, health insurance, fees associated with the
acquisition of a visa and other expenses while in the U.S.]

2. Housing and travel. The Host Institution may coordinate the arrangement of lodging for
visiting Participants and Faculty, but all expenses incurred for travel, lodging, and other
incidental costs associated with the program (laboratory fees, special activity fees, etc.)
will be the responsibility of each individual Participant.

3. Participant conduct and academic policy. While at the Host Institution, Participants are
subject to the student conduct and academic policies of the Host Institution for matters
specifically related to their program. All Participants must adhere to all course load
requirements for student visas under federal and state laws. Failure to follow such laws
will result in immediate expulsion from The University of Toledo. Both The University of
Toledo and THEAFFILIATEABBREVIATION retain sole discretion to dismiss a
Participant from the program at any time for failure to maintain appropriate standards of
conduct according to the Hosting Institution’s policies and standards. Participant so
dismissed will be deregistered from all classes, all tuition and fees will be forfeited in
accordance with each party’s policy, and the Participant so dismissed will be expelled
from student housing and escorted to a public transit center by a designated official.
The Host Institution will not be responsible for any fees due to a dismissal or expulsion
as such will be the responsibility of the relevant Participant or Faculty. Notice of such
dismissal or expulsion must be sent to the Dean of Students, or equivalent office, at the
Participant’s Home Institution.

4. The University of Toledo retains at all times the ultimate authority over all admission and
subsequent academic decisions respective to its institution, and
THEAFFILIATEABBREVIATION retains all rights respective to its institution. In addition
to assuring that coursework credit will transfer, all Participants from
THEAFFILIATEABBREVIATION must have attained University of Toledo’s required
score on the Test of English as a Foreign Language (TOEFL) (or alternative

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 International English Language Testing System (IELTS)) and other test scores required
for their respective degree program. If it is determined that a Participant does not have a
sufficient level of English proficiency, they will be required to undertake appropriate
English as a Second Language (ESL) education prior to formal admission to the
Program.

5. The University of Toledo will supply all administrative services applicable to the program
for this Agreement for the academic year regarding Participants attending The University
of Toledo and THEAFFILIATEABBREVIATION will coordinate efforts for Participants
attending THEAFFILIATEABBREVIATION The University of Toledo does not assume
any liability for hospital or medical fees for the THEAFFILIATEABBREVIATION’s
Participants.

Article 6: Term, and Termination.

This Agreement will commence the Effective Date identified below and remain in effect for a
period of xxx (x) years, and may be amended or extended upon written agreement by both
parties. This Agreement may be cancelled at any time, for any reason by either party in writing
with 90 days notice. In the event that the Agreement is not renewed or is otherwise terminated,
Participants may be allowed to continue the applicable program as mutually agreed between the
parties for the balance of the Home Institution’s academic year.

Article 7: Miscellaneous.

1. Indemnification. THEAFFILIATEABBREVIATION agrees to indemnify and to hold The

Unviersity of Toledo harmless and immune from any and all claims for injury or damages
arising from this Agreement which are attributable to THEAFFILIATEABBREVIATION’s
own actions or omissions or those of its trustees, officers, agents, employees,
subcontractors, suppliers, third parties utilized by THEAFFILIATEABBREVIATION, or
joint venturers while acting under this Agreement. To the extent permitted by Ohio law,
including but not limited to Ohio Revised Code Chapter 2743, The University of Toledo
agrees to be liable for the acts and omissions of its officers and employees engaged in
the scope of their employment arising under this Agreement.

2. Insurance.

a. Home Institution shall ensure that its Participants and Faculty obtain and
maintain comprehensive health insurance including medical evacuation and
repatriation benefits when participating under this Agreement with minimum
coverage as specified below in US dollars. Such insurance will provide
worldwide coverage.

1. Medical Expense (accident/sickness)—$100,000 per incident

2. Accidental Death/Dismemberment—$10,000

3. Emergency Medical Evacuation—$50,000

4. Repatriation of Remains—$10,000

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 b. Each party shall provide Participants and Faculty with professional liability
insurance coverage for claims which may arise as a result of the actions
undertaken or performed, or failed to be undertaken or performed, by the
Participants and Faculty under this Agreement. Such professional liability
insurance shall provide worldwide coverage for Participants and Faculty,
provided that any claim and any legal proceeding is pursued within the United
States of America.

c. Each party shall provide to the other, upon request, certificates of insurance or
other documents evidencing the required insurance coverage.

3. No agency. Nothing herein will be construed to create an agency relationship between

the Home and Host Institution, or any employment relationships between the institutions
for any Faculty or staff member provided under the exchange program. The parties are
independent contractors and no legal relationship is created by this Agreement.

4. Compliance with laws. The parties will comply with all applicable laws and regulations in
their respective countries in performing their obligations hereunder.

5. Anti-Kickback Enforcement Act of 1986, Public Law 99-634 (41 USCA §§51-58). By
agreeing to this binding Agreement, the transacting parties (1) certify that they have not
paid kickbacks directly or indirectly to any employee of The University of Toledo for the
purpose of obtaining this or any other agreement or purchase order from The University
of Toledo and; (2) agree to cooperate fully with any Federal Agency investigating a
possible violation of the Act. Furthermore, both parties recognize their duties under the
Foreign Corrupt Practices Act of 1977 (15 USCA §§78dd-1) which makes it unlawful for
certain classes of persons and entities to make payments to foreign government officials
to assist in obtaining or retaining business.

6. Clery Act. The University of Toledo Police Department is required by the Jeanne Clery
Disclosure of Campus Security Policy and Campus Crime Statistics Act (“Clery Act”) to
report specific crime information in certain circumstances. In the event that The
University of Toledo is required to report crime statistics on or around the campus of
THEAFFILIATEABBREVIATION, THEAFFILIATEABBREVIATION agrees to provide the
required crime statistics upon request.

7. Notice. Any notice to either party hereunder must be in writing signed by the party giving
it, and will be deemed given when mailed postage prepaid by postal service first class,
certified, or express mail, or other overnight mail service, or hand delivered, when
addressed as follows:

To University: The University of Toledo

College of ______________
Attn: Dean
2801 W. Bancroft Street, MS#___
Toledo, Ohio 43606

To THEAFFILIATEABBREVIATION:
__________________________
__________________________
__________________________

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 8. Use of logos, etc. Neither the Home Institution nor the Host Institution may use any
identifying marks of the other without the express written permission of the other party.

9. Equal Opportunity. Both THEAFFILIATEABBREVIATION and The University of Toledo

subscribe to a policy of equal opportunity and will not discriminate on the basis of race,
color, religion, sex, age, ancestry, national origin, sexual orientation, gender identity and
expression, military or veteran status, the presence of a disability, genetic information,
familial status, political affiliation and participation in protected activities.

10. Authoritative Version. The English version of this Agreement will be the authoritative
version of the Agreement for all purposes. In the event of a conflict between the English
version and any translation of this Agreement, the English version will control.

11. Severability. If any section or provision of this Agreement is held illegal, unenforceable or
in conflict with any law by a court of competent jurisdiction, such Section or provision of
this Agreement will be deemed severed from this Agreement and the validity of the
remainder of this Agreement will not be affected thereby.

12. Whole Agreement and Amendments. This Agreement contains the entire agreement
between the parties hereto and will not be modified, amended or supplemented, or any
rights herein waived, unless such amendment or modification to this Agreement is (i) in
writing; (ii) refers to this Agreement; and (iii) executed by an authorized representative of
each party. This Agreement supersedes any and all previous agreements, whether
written or oral, between the parties.

13. Choice of law. All questions relating to the validity, interpretation, performance or
enforcement of this Agreement, and any claims arising from or related to this
Agreement, will be governed by and construed in accordance with the laws of the State
of Ohio, without regard to the principle of conflict of laws. Any litigation arising from or
related to this Agreement may be brought only in the federal or state courts of Ohio with
appropriate jurisdiction, and the parties irrevocably consent to the jurisdiction and venue
of such courts.

INTENDING TO BE LEGALLY BOUND, by signing below, each party acknowledges its

agreement with the terms and conditions of this Agreement and each signatory represents that
he/she is authorized to sign on behalf of and to bind his/her party to all of the terms and
conditions of this Agreement as of _____________ (the “Effective Date”).

The University of Toledo Theuniversityaffiliate

____________________________ ____________________________
Sharon L. Gaber, Ph.D. [Name]
President [Title]

____________________________ ____________________________
Date Date

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____________________________ ____________________________
Andrew Hsu, Ph.D. [Name]
Provost [Title]

____________________________ ____________________________
Date Date

____________________________
College of_______________, Dean

____________________________
Date