MEMORANDUM OF UNDERSTANDING BETWEEN THE STATE OF OREGON, BY AND THROUGH OREGON STATE UNIVERSITY, THE IRAQ MINISTRY OF HIGHER EDUCATION AND SCIENTIFIC RESEARCH, AND THE MICHAEL SCOTT MATER FOUNDATION

Title: Coalition of Implementation "National Education Program for Sustainable Engineering in Iraq (NEPSE)"

This Memorandum of Understanding (“MOU”), effective on November 3, 2010, is between the Iraq Ministry of Higher Education and Scientific Research (“MoHE”), the State of Oregon, by and through Oregon State University (“OSU”), and the Michael Scott Mater Foundation (MSMF). The MoHE is the official Government of Iraq ministry that governs all aspects of that nation’s institutions of higher education. The MSMF is a US-based 501(c)(3) organization partnering with OSU and the MoHE in the Iraq National Education Program in Sustainable Engineering (NEPSE) Initiative.

The MoHE, the State of Oregon, by and through OSU, and the MSMF are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

PREAMBLE

WHEREAS, in 2009 by invitation of Governor Ted Kulongoski of the State of Oregon with funding provided to the Michael Scott Mater Foundation (MSMF), a team of 19 Iraqi engineering faculty and MoHE ministry officials participated in a two-week training session in sustainable engineering and green built design hosted at Oregon State University;

WHEREAS, in May of 2010 the MoHE announced a new national initiative in sustainable engineering for all universities in Iraq offering engineering degrees. The National Education Program in Sustainable Engineering (NEPSE) focuses on strategies that push Iraqi universities towards modernization and development of sustainable engineering education, research, and outreach essential to the rebuilding of Iraq. Inclusive in the NEPSE is the mandate to expand the base of coordination between the Iraqi universities, specialized governmental sectors, and the private sector to implement sustainable engineering education, research, and outreach in all aspects of the nation’s rebuild efforts, including but not limited to building and infrastructure design and (re)construction, agricultural development, natural resource use, water use, and all aspects of renewable energy. The MoHE further recognized the Iraqi Coalition of Sustainable Engineering Educators (CSEE) as the national university faculty mechanism for implementing the NEPSE initiative within all universities in Iraq offering engineering degrees.

WHEREAS, the State of Oregon, by and through OSU, the MSMF, and the MoHE now seek to develop and implement collaborations and partnerships among Oregon’s government, academic institutions, and private businesses to help achieve the NEPSE goals through sustainable engineering curriculum development and testing lab expansions within Iraq universities, collaborative research between Iraq and Oregon institutions of higher education, scholar and faculty training exchanges, applications of innovative sustainable engineering technologies in Iraq, and Iraq university demonstration projects essential to rebuilding Iraq.

WHEREAS, OSU is willing to be the lead agency coordinating efforts under this MOU by all relevant agencies of the State of Oregon (“Oregon Agencies”) and the Office of the Governor.

NOW THEREFORE, the Parties wish to record their understanding as follows:

Article One: Purpose

First: The purpose of this MOU is to set forth a common understanding of the principles that shall govern the discussions regarding development of a multi-year program partnership that promotes the goals of the NEPSE, and to describe the possible arrangement which the Parties contemplate in relation thereto.

Second: The Parties acknowledge that this MOU is a non-binding expression of the Parties’ understandings that is intended to facilitate the preparation and negotiation of the subsequent agreements which will embody further understandings and actions of the Parties. The Parties therefore agree that they shall have no binding obligation with respect to any of the activities contemplated in this MOU. Notwithstanding the preceding sentence, the Parties agree that the provisions of Article 1(second) (Non-binding), Article 3(second) (Subsequent Agreements), Article 4 (Term and Termination), Article 5 (Costs and Expenses), and Article 6 (Miscellaneous) shall be legally binding on the Parties.

Article Two : National Education Program for Sustainable Engineering (NEPSE)

The Parties are currently considering the arrangement set forth below to promote the design and implementation of a 5-year phase-in program addressing the goals of the National Education Program for Sustainable Engineering (NEPSE). This description is not binding, and the Parties are free to explore, discuss and agree on any other arrangement that reflects common interests and objectives. OSU intends to coordinate the participation and involvement of the Oregon Agencies in the projects described in Article 2.

First: The State of Oregon, by and through OSU, the MSMF, and the MoHE intend to support these collaborations and partnerships by:

(a) Identifying work team leaders from each Party to provide oversight and communication channels for the partnership; and (b) Identifying funding sources and work plan within the first quarter of 2011, to implement initial collaborative activities

Second: The State of Oregon, by and through OSU, the MSMF, and the MoHE intend to explore the following areas of mutual interest to meet the goals of the NEPSE:

(a) Development of 5-year phase-in plan and funding request package including:

1- Determination of lead Iraqi universities for year-by-year phase-in activity in Iraq 2- Prioritization of Iraq university testing lab equipment needs matched to phase-in strategy 3- Identification of IT/communication needs to implement university learning loop requirements 4- Prioritization of sustainable engineering discipline/curriculum areas and collaborative research targets for phase-in activity 5- Determination of Iraqi faculty training rotations at OSU matched to phase-in strategy 6- Determination of scholar exchange targets to OSU matched to phase-in strategy

(b) The development of public-private university demonstration projects in Iraq based on sustainable engineering discipline/curriculum areas and collaborative research targets for phase-in activity.

(c) The development of collaborations and partnerships between Iraq and Oregon higher education institutions that promote our mutual interests in the NEPSE; and

Third: In the course of this collaboration, the Parties intend to develop and discuss: (a) Mutual understandings concerning intellectual property rights; and (b) Responsibilities related to program cost and expenditures.

Article Three: No Obligation to Consummate

First: The Parties acknowledge that the determination and implementation of the final arrangement for projects described in Article 2 will be based on each Party’s business, technical, legal and tax concerns, Second: The execution of this MOU does not constitute any obligation or commitment by either Party to enter into any subsequent agreements.

Article Four: Term; Termination

This MOU shall become effective on the date of the last signature hereof (the “Effective Date”) and shall remain in effect for a period of five years from the Effective date. Either Party may terminate this MOU, for any reason, by giving the other Party six months prior written notice. The term of this MOU may be extended by the Parties if mutually agreed to in writing. The provisions of this MOU described in Article 1.2 as binding shall survive any termination of this MOU.

Article Five: Costs and Expenses

From the effective date of this MOU and until any subsequent agreements are executed or this MOU is terminated, each party shall be responsible for and bear its own costs and expenses, such as but not limited to those costs and expenses that may be sustained in connection with the preparation of this MOU or subsequent agreements or with the actions to promote the projects described in this MOU.

Article Six: Miscellaneous

First: Amendment; Waiver. A waiver, amendment or modification of any term or condition of this MOU must be in writing and signed by the Parties. No waiver by any Party of any breach hereunder shall be deemed a waiver of any other breach or any subsequent breach.

Second: Notices. Notices required in the course of the performance of this MOU shall be delivered as follows:

1- If to Iraq: Ministry of Higher Education and Scientific Research Attention: Dr.Abdulsalam Aljammas Ph No.: 07706750103 Fax Number: E-mail: [email protected] With copy to: Dr. Angham E.Ali Alsaffar E-mail: [email protected]

2- If to Oregon: Oregon University System Attention: Dr. Ron Adams, Dean, College of Engineering (COE) Ph No.: +541 737-3101 Fax Number: +541 737-1805 E-mail: [email protected] With copy to: Catherine M. Mater, Director of Sustainability (COE) E-mail: [email protected]

3- If to MSMF: Michael Scott Mater Foundation Attention: Joshua R. Mater Ph No.: +980 207-3260 Fax Number: +800 322-6763 E-mail: [email protected] With copy to: E-mail:

Third: No Party shall be responsible to any other Party for any direct, indirect, special or consequential damages which may be incurred as the result of the breach of any of the non- binding provisions of this MOU, or the termination or expiration of this MOU for any reason whatsoever. Any liability of the State of Oregon under this MOU shall be within the limits of and subject to the limitations of Article XI, § 7 of the Oregon Constitution and the Oregon Tort Claims Act (ORS 30.260 through 30.300).

Article Seven: Place and date of signature The Parties have signed this MOU in the city of Baghdad, on 26/11/1431 Hijri or November 3, 2010 AD in duplicate originals, in Arabic and English.

IN WITNESS WHEREOF, the Parties hereto have through their respective duly authorized representatives, executed this MOU as follows:

MINISTER OF HIGHER EDUCATION AND SCIENTIFIC RESEARCH

______Name: Dr.Abud Alajeeli Name:Dr.Abdulsalam Aljammas Title: Minister of Higher Education and Title: General Director of Reconstruction Scientific Research and Projects Directorate

______Name: Dr.Huseen Ali Hameed Name: Dr. Angham E.Ali Alsaffar Title: General Director Assistant of Title: CSEE; Baghdad University Reconstruction and Projects Directorate

STATE OF OREGON OREGON STATE UNIVERSITY

______Name: Theodore R. Kulongoski Name: Dr. Ed Ray Title: Governor, State of Oregon Title: President, Oregon State University

______Name: Dr. Ron Adams Title: Dean, College of Engineering

______Name: Catherine M. Mater Title: Director of Sustainability, College of Engineering

MICHAEL SCOTT MATER FOUNDATION

______Name: Joshua R. Mater Title: President and Founder