Annex A-Affiliation Agreement Template – Transportation Science Society of the Philippines

(Affiliation of an Existing Student Organization)

This Affiliation Agreement (“Agreement”) is entered into by and between:

TRANSPORTATION SCIENCE SOCIETY OF THE PHILIPPINES, INC., a private organization duly organized and operating under the laws of the Republic of the Philippines, with principal office address at the National Center for Transportation Studies, G. Apacible Street, UP Campus, Diliman, Quezon City, herein represented by its President, MA. SHEILAH G. NAPALANG, hereinafter referred to as “TSSP”;

– and –

[NAME OF STUDENT ORGANIZATION], a student organization duly organized and officially recognized by the Higher Education Institution [as define under paragraph 1(c)], with address at [address of Student Organization], herein represented by its President, __________________, and Vice-President, ____________________, hereinafter referred to as the “Student Organization“.

TSSP and the Student Organization shall together be referred to herein as the “Parties”, and each as a “Party”.

WHEREAS, TSSP is a scientific and research society duly registered with the Securities and Exchange Commission (SEC) as a non-stock and non-profit corporation.

WHEREAS, one of TSSP’s primary purposes is to contribute to the growth of transportation science and the development of sustainable transportation systems. It accordingly provides opportunities for the professional growth to its members, and expands the pool of transportation science experts through learning programs, researches, and publications;

WHEREAS, the Student Organization is an existing student organization that has been established in and officially recognized by the Higher Education Institution identified below;

WHEREAS, among the Student Organization’s purposes are to: (i) develop and enhance its organization’s and members’ knowledge and understanding of transportation engineering, planning and science; (ii) enrich their member’s learning and practical knowledge in transportation through linkage, exchange and collaboration with transportation experts, educators, practitioners and institutions; and (iii) engage in initiatives and undertakings that promote transportation science, justice, and safety;

WHEREAS, the affiliation of the Student Organization with TSSP will enable TSSP to reach more students, teachers and institutions in order to generate interest in transportation-related researches and specialization in order to broaden knowledge and the pool of experts. On the other hand, the Student Organization would benefit from the support and participation in the programs and activities undertaken by TSSP;

WHEREAS, in view of all the above, the Student Organization has applied for recognition by and affiliation with the TSSP;

NOW, THEREFORE, in view of the above, TSSP and the Student Organization hereby agree as follows:

1. Definitions

In this Agreement:

(a) “Costs” shall mean all costs including the salaries of a
Party’s personnel or agents, regardless of any work or
service rendered by such personnel or agents;
overhead and office expenses for the maintenance and
upkeep by a Party of its facilities, whether or not the
same are used to carry out any of the objectives of this
Agreement; national and local taxes or other
government assessments and fees; and travel expense,
out-of-pocket expenses, and any other internal costs
and expenses, including but not limited to, the fees of
their respective technical and financial advisers,
lawyers and/or accountants, directly incurred or
committed by such Party for the performance of its
obligations pursuant to this Agreement.

(b) “Faculty Advisor” means the faculty member of the
Higher Education Institution officially designated,
appointed, or chosen to provide advice, guidance and
support to the Student Organization in relation to its
purpose and activities. The Faculty Advisor shall be a
full-time faculty member of the Higher Education
Institution and shall have been designated, appointed
or chosen as such according to the requirements and
practices of the Higher Education Institution. The
Faculty Advisor must also be a regular or lifetime
member of TSSP.

(c) “Higher Education Institution” means [name of the
university or higher educational institution], which has
officially registered and recognized the Student
Organization as a student organization therein. The
Higher Education Institution should be a state
university or duly accredited by the Commission on
Higher Education (CHED) as a university or higher
education institution.

(d) “Material Fact” means one where, had one Party
known of such fact either during the negotiation or at
any time during the effectivity or term of this
Agreement, the other Party would not have entered
into this Agreement.

(e) “Officers” means the President and Vice President of
the Student Organization who are signatories to this
Agreement and their successors.

(f) “Organization Documents” means the set of formal
documents consisting of the constitution, charter,
articles of organization, bylaws and/or equivalent
documents serving as the highest governing
documents of the Student Organization, which
generally include the Student Organization’s name,
address, purpose, structure, officers, membership
qualifications and internal rules.

2. Purpose and Interpretation of the Agreement

2.1 The Parties entered into this Agreement in order to:

(a) Formally recognize and establish the affiliation of
the Student Organization with TSSP, subject to the
terms and conditions herein;

(b) Foster collaboration between the Student
Organization and the TSSP in promoting and
undertaking transportation-related programs,
projects, activities and initiatives within and outside
the Higher Education Institution; and

2.2 In interpreting this Agreement, it is the intention of
the Parties to acknowledge and recognize their
affiliation and that membership in the Student
Organization is separate and distinct from
membership in TSSP. Nothing in this Agreement shall
be construed as:

(a) Manifesting any intent to create a parent
subsidiary, merger, joint venture, partnership,
agency, service or contractor relationship between
them; and

(b) Making or considering the Student Organization
and/or its individual members as automatic
members of TSSP. Neither the Organization nor its
individual members shall, by reason of this
affiliation, be entitled to membership and
enjoyment of rights, titles and benefits granted to
TSSP members. The individual members of the
Student Organization are nevertheless encouraged
to apply and become:

(i) student members of TSSP by applying directly
as such with the TSSP; or

(ii) associate or regular members of TSSP by
applying directly as such with the TSSP after
graduating from the Higher Education
Institution.

3. Privileges and Responsibilities of the Student Organization

3.1 Privileges of the Student Organization. As an affiliate of
TSSP, the Student Organization shall enjoy the
following privileges:

(a) Use of the TSSP logo for the Student
Organization’s official activities and business
purposes. When used, the TSSP logo shall always
be placed side by side with the name or official
seal/logo of the Student Organization on the
Student Organization’s letterhead, stationery,|
documents, publications, directories, signages, and
website.

(b) Access to material resources, facilities, a expertise as may be provided by TSSP.

(c) Preference and opportunity to be invited to,
participate in and collaborate with TSSP in
transportation seminars, conferences, projects and
activities.

3.2 Responsibilities of the Student Organization. The
Student Organization and its individual members shall
perform, undertake and be responsible for the following:

(a) Conduct themselves in a responsible, respectable
and professional manner and in accordance with
such policies, rules, regulations and guidelines
(collectively the “Guidelines for Student
Organizations”) that the TSSP may issue from time
to time.

(b) Comply with such policies, rules, regulations and
guidelines that the Higher Education Institution
may issue from time to time.

(d) Adopt and maintain the Model Organization
Document or Bylaws for student organizations, a
copy of which is hereto attached as Annex “A” or
one that is substantially similar to it. TSSP reserves
the right to terminate the Agreement at any time if
the Organization Documents of the Student
Organization would not be aligned with TSSP’s
purpose, ideals, terms and policies.

(e) Properly select only members who shall be: (i) of
good moral character; and (ii) are responsible and
respectable members of their community and
students of the Higher Education Institution.

(f) Ensure that its individual members are made fully
aware of the Student Organization’s obligations
under this Agreement and ensure that they would|
abide and comply with them in good faith.

(g) Within the 1st month of every academic year of the
Higher Education Institution, submit to TSSP the:

(i) Current Organization Documents of the Student
Organization;

(ii) Activity report of the past academic year, which shall
include the description of activities conducted and
accomplishments; and

(iii) Plan of activities for the current academic year, which
shall include the current list of officers, members and
Faculty Advisor, contact person and contact
information.

(h) Subject to Republic Act No. 10173 (also known as the Data
Privacy Act of 2012) and its Implementing Rules and
Regulations (IRR), provide any and all information and
documents reasonably requested by TSSP regarding the
Student Organization’s composition, plans and activities in
order for TSSP to properly evaluate the Student
Organization.

(i) Within the 1st month of every academic year of the Higher
Education Institution, pay the annual Student Organization
affiliation fee. The payment of said affiliation fee shall not
in any way be regarded as or equivalent to payment of the
membership fee in TSSP.

3.3 Failure to Comply with Responsibilities. If the Student
Organization fails to or is unable to comply with any or all its
responsibilities, representations, warranties and covenants
under this Agreement, then it shall be considered inactive. If the
Student Organization remains inactive for two (2) consecutive
years, affiliation shall be withdrawn and an application for
reactivation shall be required.

4. Rights and Responsibilities of TSSP

4.1 Rights of TSSP. TSSP shall have the following rights:

(a) To receive information and updates on the Student
Organization’s status, affairs and activities.

(b) Have sole authority and control over all aspects of its
organization status, affairs, programs and activities.

(c) Terminate this Agreement due to the Student
Organization’s or its member’s misconduct, negligence or
failure to comply with any of the terms and conditions of
this Agreement.

4.2 Responsibilities of TSSP. TSSP shall have the following
responsibilities:

(a) Provide guidance and support to the Student Organization
in programs and activities that they may mutually identify
and agree upon.

(b) Notify the Student Organization of any changes in TSSP’s
status that may directly affect the status and affairs of the
Student organization.

5. Representations and Warranties of the Student Organization and Its Officers

5.1 The Student Organization and its Officers represent and
warrant as follows:

(a) Student Organization is duly organized and validly existing
under and by virtue of the policies, rules, regulations,
requirements, guidelines and practices of the Higher
Education Institution, and has the authority to conduct its
affairs as presently being conducted.

(b) The Student Organization is in good standing with the
Higher Education Institution.

(c) The execution, delivery and performance of the terms
and provisions of this Agreement and the other documents
and instruments to be delivered pursuant and/or relevant
thereto:

(i) have been duly authorized by all necessary
organizational actions; and

(ii) will not violate or contravene any: (1) policy, rule,
regulation and guideline of the Higher Education
Institution; (2) provision of law or of any applicable
regulation, order or decree of any court, tribunal,
quasi-judicial agency or government instrumentality, or
conflict or be inconsist¬ent with or result in any breach
of any of the terms, covenants, conditions or provisions
of, or constitute a breach under any agreement or other
instrument to which it or its members is a party or by
which they may be bound or subject to.

(d) All orders, consents, approvals, or authorizations of the
Higher Education Institution and any governmental body,
agency, commission or board, if any be necessary for the
execution and delivery of this Agreement and other
documents and instruments relevant and/or to be
delivered pursuant hereto have been obtained or complied
with by the Student Organization and are in full force and
effect.

(e) The Faculty Advisor is a: (i) full-time faculty member of the
Higher Education Institution and has been designated,
appointed or chosen as such according to the
requirements and practices of the Higher Education
Institution; and (ii) regular or lifetime member of TSSP.

(f) The Student Organization has at least ten (10) members all
of whom are in good standing and currently enrolled in the
Higher Education Institution.

(g) The Student Organization is compliant with the Data
Privacy Act of 2012 and its IRR in relation to its collection
of Personal Data, and in obtaining the Data Subjects’
consent for the sharing of Personal Data with TSSP; and
that it has in place appropriate administrative, physical,
technical and organizational security measures that
protect Personal Data from Security Breach. Capitalized
terms used under this paragraph shall have the same
meaning attributed to them under the aforementioned law
and its IRR.

(h) They have not failed to disclose any Material Fact that may
affect the execution and performance and execution of this
Agreement during its effectivity or term.

(i) As of the date of this Agreement, the representation and
warranties provided in this Agreement are true and
correct in all material respects.

5.2 TSSP’s Reliance on Representations and Warranties. The
Student Organization and its Officers acknowledge that they
have made the foregoing representations and warranties with
the intention of persuading TSSP to enter into this Agreement,
and that the TSSP has entered into this Agreement on the basis
of, and in full reliance on, each of such representations and
warranties.

5.3 Survival of Representations and Warranties. The
representations and warranties contained herein shall survive
the execution of this Agreement and shall be deemed repeated
every time this Agreement is renewed, extended or re-availed.

6. Covenants of the Student Organization and Its Officers

6.1 Positive Covenants – During the effectivity of this Agreement,
the Student Organization and its Officers shall:

(a) Only represent the Student Organization as a student
organization that is affiliated with TSSP, and not a
corporate member, subsidiary, representative, agent,
partner, service provider or contractor of TSSP.

(b) Maintain the legitimate, good and noble purposes for
which it has been established.

(d) Observe and comply with the policies, rules, regulations
and guidelines of TSSP and the Higher Education
Institution.

(e) Yearly renew and maintain its permit, registration and
recognition with the Higher Education Institution, and
shall at all times be in good standing.

(f) Establish and maintain good record keeping including
those pertaining to its membership, plans, activities and
programs.

(g) Allow the representative of the TSSP to visit and inspect its
premises and to its records subject to the limits provided
under relevant laws for the protection of personal and
confidential information.

(h) Execute and deliver such other papers and documents as
may be required by law, rules and regulations and as may
be reasonably requested by the TSSP to give full force and
effect to the provisions of this Agreement and the other
documents and instruments executed in connection
herewith.

6.2 Negative Covenants – During the effectivity of this Agreement,
the Student Organization and its Officers hereby cove¬nants
that they shall NOT, without the prior written consent of TSSP:

(a) Represent the Student Organization to be TSSP or a
corporate member, subsidiary, representative, agent,
partner, service provider or contractor of TSSP.

(b) Allow any of its officers and members to represent
themself as a personnel, employee, representative, agent,
member, partner, service provider or contractor of TSSP.

(c) Enter into or be involved in any activity, conduct,
undertaking, agreement, or partnership that will be
detrimental to the Parties’ affiliation herein, in violation of
this Agreement, or prejudicial to TSSP.

(d) Amend its Organization Documents.

(e) Adopt Organization Documents or Bylaws that are
contrary to the good and noble purposes of the TSSP and
this Agreement. However, Student Organization practices
may differ slightly due to the requirements of being a
student organization at the Higher Education Institution.
In the case of conflicting requirements, the intent of this
Agreement shall be mirrored on the Organization
Documents or Bylaws to the extent possible.

(f) Commit any act or enter into any
agreement or arrangement that would, directly or
indirectly, (i) violate its affiliation with TSSP; (ii) be in
conflict with the interest, purpose, ideals, position, stand or
policies of TSSP; or (iii) cause damage to TSSP.

7. Intellectual Property

7.1 All business/trade/registered/corporate name, trademarks,
logo, patents, service marks, copyrights and other intellectual
property rights (collectively, “Intellectual Property”) of TSSP, as
well as the Intellectual Property of its members, will remain
its/their exclusive property notwithstanding the disclosure
thereof by TSSP to the Student Organization. Neither the other
Student Organization nor its present and past members shall
assert any claim thereto and shall use such Intellectual Property
strictly as set forth in this Agreement and only during the Term
of this Agreement. The Student Organization and its present
and past members shall not do any act or thing inconsistent
with, or contrary to, the ownership of such Intellectual
Property. The Student Organization and its present and past
members shall take all precautions necessary to protect the
Intellectual Property from infringement, damage, colorable
imitation and other similar acts (collectively referred to as
“Improper Usage”) and shall notify TSSP of such improper usage
not later than five (5) days from the time they become aware of
or discover such improper usage.

7.2 Notwithstanding the termination of this Agreement, additional
Intellectual Property, including technical data, evaluations,

reports, studies, and other work produced that may be created
in the course of the Parties’ performance of their obligations
under this Agreement and as a result of the Parties’ joint

contributions (“Joint Work Product”) may only be used by the
Student Organization upon prior written approval of TSSP.

8. Effectivity, Term and Termination. This Agreement shall remain in effect for one (1) year from the date of signing and shall automatically renew for one year terms beginning May 1 of each year and ending April 30 of the following year, unless sooner terminated for any reason by either party with a written to the other party.

9. Miscellaneous Provisions

9.1 Costs. Unless otherwise mutually agreed in writing by the
Parties, each Party shall bear and be exclusively responsible for
funding its respective Costs in relation to all activities and
matters done or carried out in connection with this Agreement.

9.2 Governing Law. This Agreement shall be governed by and
construed in accordance by the laws of the Philippines, and
venue for purposes of any dispute, claims, or litigation shall
be exclusively with the courts of _______________ City.

9.3 Assignment. The Student Organization shall not assign any
rights or obligations under this Agreement without the prior
written consent of TSSP. Any such assignment by the Student
Organization without the prior written consent of TSSP shall be
void.

9.4 Separability. If any part of the Agreement should be determined
to be invalid, illegal, unenforceable, or contrary to Philippine
law, rules or regulations, that part of the Agreement shall be
reformed, if reasonably possible, to comply with the
applicable law, rules or regulations, and, in any event, the
remaining parts of the Agreement shall be fully effective and
operative insofar as reasonably possible.

9.5 Waivers. No delay or omission on the part of TSSP in the
exercise of any power or right shall impair any such power or
right or shall operate as a waiver thereof nor shall any single or
partial exercise of any such power or right preclude other or
further exercise thereof or the exercise of any other power or
right. All rights, powers and remedies of TSSP under this
Agreement and related documents and shall be deemed
cumulative, concurrent and non-exclusive with each other and
with any and all other rights, powers and remedies now or
hereafter available to the TSSP under Philippine laws, contracts
or equity.

9.6 Amendment – This Agreement and the terms and conditions
hereof may not be changed, discharged, amended, modified or
altered unless in writing and duly signed by an authorized
representative of each of the parties.

9.7 Force Majeure. Neither Party shall be liable nor deemed to be in
default for any delay or failure in performance under the
Agreement or other interruption of service deemed
resulting, directly or indirectly, from acts of God, acts of
public enemy, war, accidents, fires, explosions, hurricanes,
floods, failure of transportation, strikes, or other work
interruptions by either Party’s members or personnel, or any
similar cause beyond the reasonable control of either Party.

9.8 No Employer-Employee, Agency, Partnership, Joint Venture,
Contractor or Service Relationship. Neither TSSP, the Student
Organization nor their members shall be considered employers,
employees, agents, partners, or joint venturers, contractors or
service providers of each other.

9.9 Solidary Obligation. The Officers shall be solidarily responsible
and liable for all the obligations of the Student Organization
under this Agreement.

9.10 Counterparts. This Agreement may be signed and executed in
counterparts, all of which, taken together, shall constitute one
and the same instrument.

9.11 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes all prior
agreements, understandings, and representations, whether oral
or written.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on ___________________, 2023 in _____________________ City.

TRANSPORTATION SCIENCE SOCIETY OF [NAME OF STUDENT ORGANIZATION]

THE PHILIPPINES

By:

MA. SHEILAH G. NAPALANG [NAME OF PRESIDENT]

President President

By:

[NAME OF VICE PRESIDENT]

Vice President

Witnesses:

_________________________ _________________________

ACKNOWLEDGEMENT

Republic of the Philippines )

__________________ City ) S.S.

BEFORE ME, a duly authorized notary public for and in the above-named jurisdiction, personally appeared on this __________________, 2023, the following, who are personally known to me and/or identified through competent evidence of identity and with community tax certificate/s, to wit:

Name | Competent Evidence of Identity

(Type of I.D./I.D. No.) | Issued on/at | Valid Until

who acknowledged before me that their respective signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and who declared to me that the said instrument is their free and voluntary act and deed and that of the corporation/entity represented, and are duly authorized to sign, if acting in a representative capacity.

I further certify that this instrument refers to an Affiliation Agreement, consisting of _______ (___) pages, including this page wherein the acknowledgment is written, and has been signed by the herein parties and their witnesses.

IN WITNESS WHEREOF, I hereunto set my hand and affix my notarial seal on the date and at the place above written.

Doc. No.

Page No.

Book No.

Series of 2023.

Annex A-Affiliation Agreement Template.pdf