PARTNERSHIP AGREEMENT

PARTNERSHIP AGREEMENT BETWEENBLACK GIRLS IN TECH AND ACCENTURE

THIS PARTNERSHIP AGREEMENT is made on the …………. day of……….20……., entered into by the Partners (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

Parties agree to the following terms and conditions and to be bound thereby:

1. APPLICATION OF TERMS AND THE PERFORMER UNDERSTANDING
2. Save as may otherwise be provided in this Agreement, Partners are only prepared to deal with each other per the terms and conditions set out in this Agreement.
3. If any ambiguity is found in the Agreement or various documents forming this Agreement, the Partners shall issue any necessary clarification or instruction.
4. This Agreement may be executed in counterparts, and all counterparts executed shall constitute one Agreement that shall bind all parties hereto.
5. All documents annexed to this Agreement shall be subject to the terms under this Agreement, provided that the Parties append their signatures on the documents.
6. Parties shall exercise utmost good faith under this Agreement.

• COMMENCEMENT AND DURATION

This Agreement shall be valid for a period of six (6) months from 1^st August 2021 to 31^st Jan 2022.

• PURPOSE OF THE AGREEMENT

The primary purpose of this Partnership Agreement is to facilitate a Campaign “Raise the Numbers Campaign” to highlight the lack of diversity and inclusion of black women in the technology sector.

• THE OFFICE

The principal business of the Partnership shall be the following address or such other place as is determined by the Partners;

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• MANAGEMENT
• This Partnership Agreement DOES NOT entitle either Party to any management rights in the other Party’s business.
• Each Partner shall have their businesses continue operating individually and as separate entities save for the purpose of giving effect to the rights and obligations stated in Clause 8 of this Agreement.

• RIGHTS AND OBLIGATIONS OF THE PARTIES
• The parties’ obligations shall be governed under the campaign.
• A Partner’s obligation will be construed as the other Party’s right and vice versa.

• DISCLAIMER
• Accenture shall pay Black Girls in Tech £7000 for the campaign before the commencement of this agreement.
• Accenture shall not use or share data belonging to Black Girls in Tech members except as provided under this agreement.
• INTELLECTUAL PROPERTY

Any designs, ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks (intellectual property) and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights belonging to a Party during this Agreement’s subsistence are that Party’s exclusive property.

• PROHIBITION ON TRANSFER

A Partner shall not, and shall have no right, to sell, assign, pledge or mortgage his interest in the Partnership, or the Partnership property or assets, except with the written consent of all the Partners, and any such prohibition transfer, if attempted, shall be void and without force or effect.

1. DISPUTE RESOLUTION

Any dispute under this Agreement shall be resolved by Negotiation. Parties shall act in good faith to resolve the dispute.  Nothing in this section shall be construed as limiting the court’s jurisdiction.

1. TERMINATION
2. This Agreement shall be terminated if Black Girls in Tech fails to fulfill their obligations under the campaign.
3. Partners may also terminate this Agreement voluntarily at any time.
4. The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
5. Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

1. changes to the agreement

Either Party may request changes to the Agreement, but they will only be effective if agreed in     writing, signed by all parties, and recorded.

1. Force Majeure
2. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
3. A Party’s failure to fulfill its obligations due to Force Majeure or accidents, to shall not be considered as breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

1. confidentiality

The Partners shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Agreement or any additional information of any nature whatsoever concerning the Partnership, whether such information or matter is stated to be confidential or not, without the express written permission of all the Partners.

1. NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.

1. SEVERABILITY

Suppose any provision of this Agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.

1. NOTICES

The Parties shall be served through the following addresses (including email).

BLACK GIRLS IN TECH : __________________________________________

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ACCENTURE: ___________________________________________

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1. CHANGE OF ADDRESS

Either Party may change the above addressees by reasonable notice in writing given to the other Party.

1. COSTS

Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this Agreement.

• GOVERNING LAW

This Agreement shall be governed in all respects by the laws of the United Kingdom (UK).

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.

Signed by the duly authorized representative of BLACK GIRLS IN TECH Signature: Name: Designation: Date:…………………………………………….

Signed by the duly authorized representative of ACCENTURE Signature:………………………………………………Name: ……………………………………………………Designation:………………………………………………Date:…………………………………………….…………