<INTERNATIONAL RECRUITMENT REPRESENTATIVE>

SERVICE AGREEMENT between UNIVERSITY OF HAWAI I for the benefit of University of Hawai i at Mānoa Outreach College International Programs and <INTERNATIONAL RECRUITMENT REPRESENTATIVE> 1/29/15 je University of Hawai i at Mānoa Outreach College International Programs 2425 Campus Rd., Sinclair 301 Honolulu, HI 96822 USA Phone: (808) 956-7753 Fax: (808) 956-3421 <International Recruitment Representative> <Contact information of International Recruitment Representative> This Services Agreement (hereafter Agreement ) is entered into between University of Hawai i (hereafter called UNIVERSITY ), a body corporate of the State of Hawai i, whose address is 2444 Dole Street, Honolulu, Hawai i, 96822, for the benefit of the University of Hawai i at Mānoa Outreach College International Programs (hereafter called UHM-IP ), whose address is 2425 Campus Road, Sinclair 301, Honolulu, Hawai i 96822 and <International Recruitment Representative> (hereafter called Representative ). UHM-IP and Representative agree as follows: I. Purpose The purpose of the Agreement is to formalize the acceptance of the services of the Representative by UHM-IP to provide information about the educational opportunities to prospective international students and to recruit prospective international students to attend the <New Intensive Courses in English 10-week session (NICE) and/or the University Preparation Program (UP)>. II. Ethical Practice Fundamental to this Agreement is the Representative s commitment to represent UHM-IP with integrity, providing accurate and complete disclosure of all relevant information necessary for a potential international applicant to make an informed decision about enrolling at UHM-IP. The Representative has read and agrees to the Statement of Ethical Principles published by NAFSA: Association of International Educators, which accessed be accessed and read at www.nafsa.org and is incorporated into this agreement by reference. UHM-IP agrees to provide up-to-date brochures, applications, and other materials to assist the Representative in providing prospective international students with current, accurate information. No attempt shall be made

by Representative to deceive potential students about the existence of this contractual relationship. III. Basic Provisions UHM-IP will provide necessary information to the Representative regarding the academic program, admission requirements and procedures, and campus facilities and services. Representative is authorized to and agrees to promote and disseminate information and materials about UHM-IP and its educational courses in accordance with the up-to-date and current materials provided by UHM-IP. IV. Non-Exclusive Permission to Represent Representative is granted nonexclusive permission to represent UHM-IP to recruit qualified international students. V. Recruitment Procedures A. All material provided by UHM-IP containing UHM or UHM-IP logos, seals insignia, etc., may be used by the Representative only for the purpose stated in the Agreement. B. Representative shall not prepare or generate or use any promotional materials including website or web-based medium containing UHM-IP or UHM logos, seals, insignia, etc., without prior written permission of UHM-IP. C. Representative will prescreen applicants to ensure that they meet the minimum requirements for admission and are appropriate for the program. Prospective students who are eligible for direct admission to UHM must be fully informed of this option and permitted to make an informed decision in the selection of his/her study program. D. Representative shall take reasonable steps to confirm the veracity, authenticity, and completeness of the application materials; must be willing to attest to the authenticity of the student s signature and the student s understanding of the terms and conditions entailed in the study program; and must not in any way assist or advise the student to submit falsified or embellished application documents. E. Representative shall remit the application materials to UHM-IP. Mailed or faxed applications must be accompanied by a cover letter using the agency s letterhead. Applications transmitted electronically must be sent from a specified agency email account. F. Representative shall instruct student to remit non-refundable application fee and total course fees, in United States dollars, directly to UHM-IP.

G. UHM-IP understands that Representative may offer ancillary services to prospective students. Ancillary services may include, but are not limited to, assistance with acquiring the proper visa, with finding housing, procuring cellular phone, airport transfer, and so on. Representative shall clearly explain to prospective students that such services are NOT related to UHM-IP, and in no event shall the Representative condition the submission of a prospective students application to UHM-IP on the prospective students purchasing any services from the Representative. VI. Ancillary Services Provided by Representative Additional charges imposed by the Representative for ancillary services provided must be identified and itemized in writing to prospective students. Such charge must be fair and reasonably related to the cost of the ancillary services provided. Representative shall disclose to that these additional charges are NOT part of the fees required by UHM-IP. VII. Representative Fees A. Representative who successfully recruits students, as hereinafter provided, will be paid for services on a commission basis. No other compensation will be paid. B. For each student sent to study full-time in the UH-NICE 10-week intensive English program, the Representative s commission will be at the rate of 15% of the total application, registration, and course fees paid by the student for the first session attended. For each eligible student sent to study full-time in the undergraduate or graduate UP Program, the Representative s commission will be at the rate of 15% of the total course fees paid by the student for Semester One and Semester Two of the study program, up to a total of two semesters. Commission will not be paid for semesters that are repeated. C. This commission agreement does not apply to other programs offered by the International Programs of Outreach College. D. The student s complete application form must be clearly identified as being initiated by the Representative in order for payment of commission to be made. The payment is subject to the following conditions: 1. The student referred must not be a USA citizen or resident. 2. Payment to the Representative will be made after full course fee payment for the session has been received AND after the session refund deadline has passed.

3. The Representative must submit an invoice within 90 days of the session start date, identifying each student referred. VIII. Terms of the Agreement A. The Agreement shall become effective on the date that all signatures are obtained and will remain in effect until the end of the calendar year unless earlier terminated by either party in writing. B. In the event that a student is referred by Representative while the Agreement is under review but not yet finalized, the University will pay commission for the student if the Agreement goes into effect before the end of the student s first term of study. C. In the event that a student referred during the Agreement period commences the study program after the Agreement has expired, the University will pay commission due for referring the student. D. The Agreement will automatically terminate at the end of the calendar year. Renewal of the Agreement shall be considered after a review of the performance of the Representative. Criteria for extension shall include number and quality of students recruited, and overall business practice and communication. E. The Agreement is subject to fund availability and shall not exceed USD $10,500 for NICE or USD$105,00 for UP for the duration of the Agreement period. F. The Agreement may be terminated at any time by either party by giving the other party a written notice of termination. The termination shall be effective on the date in the written notice of termination. The obligation of the parties accrued before the effective date of termination shall not be affected by the termination. IX. Relationship Between the Parties Representative is an independent contractor and nothing in the Agreement shall be construed as creating or establishing a partnership or a joint venture between UHM-IP and the Representative. X. Indemnification and Defense The Representative shall defend, indemnify, and hold harmless the State of Hawaiʻi, the University of Hawaiʻi, UHM-UP, and their officers, employees, and agents from and against all liability, loss, damage, cost, and expense, including attorneys fees, and all claims, suites, and demands therefore, arising out of or resulting from the acts or omissions of the Representative of the Representative s employees, officers, agents, or subcontractors under this Agreement.

The provisions of the paragraph shall remain in full force and effect notwithstanding the expiration or early termination of the Agreement. XI. Hold Harmless UHM-IP shall have no responsibility to international students for the conduct and representations made by the Representative. Representative shall hold the State of Hawaiʻi, University of Hawaiʻi, Outreach College and their officers, employees and agents harmless from any injury, illness (including medical expenses), or death of students, except when such injury, illness, or death is due to a negligent act or omission of UHM-IP employee who is acting in the course and scope of employment. XII. Subcontracts and Assignments The Representative shall not assign or subcontract any of the Representative s duties, obligations, or interests under the Agreement. XIII. Nondiscrimination No person performing work under this Agreement, including any subcontractor, employee, or agent of the Representative shall engage in any discrimination that is prohibited by applicable United States federal, state or county laws. XIV. Compliance with Laws Representative shall comply with all applicable United States federal, state, and county laws, ordinances, codes, rules, and regulations, as the same may be amended from time to time, in the Representative s performance of the Agreement. XV. Modification of Agreement Any modification, alteration, amendment, change, or extension of any term, provision, or condition of the Agreement, shall be made only by written amendment to this Agreement, signed by the Representative and UHM-IP. XVI. Governing Law The validity of the Agreement and any of its terms and provisions, as well as the rights and duties of the parties to the Agreement, shall be governed by the laws of the State of Hawai i. XVII. Severability If any provision of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be deemed invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid, void, or

unenforceable, shall not be affected thereby, and each other provision of this Agreement shall be valid and enforceable to the full extent permitted by law. XVIII. Dispute Resolution If any disputes arise between the Parties concerning any aspect of this Agreement, the Parties will use their best efforts to address and resolve such disputes and the Parties agree to negotiate face-to-face within twenty (20) days of receipt of a letter describing the nature of the dispute and referencing this paragraph of this Agreement. In the event the matter is not resolved by negotiation within thirty (30) days of this initial negotiation meeting, the Parties shall submit the dispute to mediation with a mutually acceptable alternative dispute resolution firm, with the Parties equally sharing the costs of the mediator and the mediation (but each shall bear the cost of making its presentation to the mediator). If the dispute is not resolved by mediation within sixty (60) days of the initial mediation meeting or such further time as the Parties may agree to or that the mediator deems is need, either party may bring an action in the appropriate forum in the State of Hawai i. XIX. Waiver The failure of the Representative to insist upon the strict compliance with any term, provision or condition of the Agreement shall not constitute or be deemed to constitute a waiver or relinquishment by UHM-IP of its right to enforce the same in accordance with the Agreement. XX. Neither Party Designated as Drafter No provision of this MOU shall be interpreted for or against any Party on the basis that such Party drafted or prepared such provisions, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this MOU.

XXI. SIGNATURES This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all oral or written agreements, understandings, and communications relating to such subject matter between the Parties hereto prior to the date hereof. <International Recruitment Representative> Representative Signature Date Print Representative Name, Title Date University of Hawai i Outreach College New Intensive Course in English William Chismar, Dean Date Jo-Ann Choy, Administrative Officer Date

NAFSA'S STATEMENT OF ETHICAL PRINCIPLES Integrity We will manifest the highest level of integrity in all our professional undertakings, dealing with others honestly and fairly, abiding by our commitments, and always acting in a manner that merits the trust and confidence others have placed in us. Respect for the Law We will follow all applicable laws and regulations and carefully and reflectively advise students and scholars regarding those laws and regulations. We will seek out appropriate guidance and advice when regulations appear contradictory, ambiguous, or confusing or when a situation is beyond our role or competency. Quality We will strive constantly to provide high quality and educationally valuable programs and services. We regularly will evaluate and review our work in order to improve those programs and services and will seek out and adopt exemplary practices. Competence We will undertake our work with the highest levels of competence and professionalism, regularly seeking and acquiring the training and knowledge necessary to do so. Our commitment to professional competence will extend to exercising thorough oversight of external programs and placements. Through careful planning and the development and implementation of appropriate policies, we will do our utmost to ensure the safety, security, and success of students, staff, faculty, and scholars. Diversity In both word and deed we will respect the dignity and worth of all people and be properly attentive and responsive to the beliefs and cultural commitments of others. In the planning, development, and implementation of programs and services we will engage respectfully with the diversity of peoples and perspectives. We will strive to ensure that our programs reflect the diversity of our institutions and their educational goals. Transparency We will demonstrate the appropriate level of transparency in dealings with individuals and organizations. In collaborations with other institutions and individuals we will proceed on the bases of equality and mutuality. Transactions with external providers of programs and services will be conducted professionally, always keeping the welfare of students foremost, and disclosing any potential conflicts of interests. We will provide faculty, staff, students, and scholars with the information they need to make good decisions about program participation and to facilitate their adjustment to the locales and cultures where they will study or work. Access In planning, developing, and implementing our programs we will strive to ensure that they are accessible to all qualified individuals, doing our utmost to guarantee that international education is available to all who desire it and can benefit from it. Responsiveness We will maintain open and readily accessible communication with individuals in our programs and services and with our institutional partners. This includes providing students with the appropriate level of support based on age, experience, language ability, and placement. Holding these principles constantly in mind, we will work to extend and improve international education in all its forms and at all levels, including advocating for programs, policies, regulations, and laws that reflect these principles. Additionally, we will work aggressively for the realization of these principles in our personal and professional conduct, throughout our institutions, and in organizations with which we affiliate. Approved by NAFSA Board of Directors on March 28, 2009.