The Pathway Referral Network for Trafficked Persons
Memorandum of Understanding
Memorandum of Understanding (MOU) between United Against Human Trafficking, a Texas non-profit organization (“UAHT”), and You, (“Participating Organization”)
This Memorandum of Understanding (this “MOU”) is made and entered as of the date of agreement of the MOU terms and conditions (the “Effective Date”) by Participating Organization. In this MOU, UAHT and Participating Organization are each referred to individually as a “Party” and collectively as the “Parties”.
1. Participating Organization
a. Subject to the prior written approval of Participating Organization’s Director of Communications, Participating Organization hereby gives to UAHT permission to display Participating Organization’s logo, name, publicly-available contact information, promotional materials, advertisements, social media platforms, media spots, and organizational description on UAHT’s websites (including www.uaht.org) as well as on UAHT marketing materials.
b. Participating Organization shall provide UAHT with Participating Organization’s preferred logo in a 1:1 square ratio on a white background for display on the UAHT website. At the sole discretion of Participating Organization, Participating Organization may provide photos or other marketing materials to UAHT that shall be available for display on UAHT’s website with Participating Organization’s permission; provided, however, that UAHT shall not be required to display any specific marketing materials and shall have the ultimate authority as to which of Participating Organization’s authorized materials are displayed on UAHT’s website.
c. Upon the execution of this MOU, Participating Organization shall provide UAHT with all of the requested information in the letter of interest to which this MOU is attached.
d. Participating Organization shall, from time to time, designate one individual officer or employee of Participating Organization to serve as Participating Organization’s point of contact for UAHT communications. The point of contact shall be responsible for:
i. providing UAHT with an updated Participating Organization description, mission statement, logo, staff point of contact, and other information that UAHT shall place on their website; and
ii. working with UAHT staff members on various cross-projects, resource referrals, shared events, and other programs.
Tier 1: An agency (not-for-profit, for-profit, institution, association) meeting exceedingly above non-terminal minimum standards, Accepts client referrals when capacity allows, and refers clients back into Pathway. They meet a 72-hour response standard or response standard in accordance with their service provision, assign a delegate in an advisory committee.
Tier 2: An agency (not-for-profit, for-profit, institution, association) meeting at minimum non-terminal standards, Accepts client referrals when capacity allows, and refers clients back into Pathway. They meet a 72-hour response standard in general or response standard in accordance with their service provision and have been established as an institution or nonprofit organization at minimum 1 years.
Tier 3: This tier is assigned for an agency (not-for-profit, for-profit, institution, association) not meeting standards as required by Tier 2 or who have not had agency establishment for at least 1 year. This tier will assign a mentor, as determined by UAHT, to the Tier 3 agency for further infrastructure development and staff capacity building. This agency may refer into pathway via Service Agent Portal and may not receive referrals. **Resources, including but not limited to: access to food, clothing and hygiene may receive referrals with limited vetting procedure as deemed necessary by UAHT.
Tier 4: Collaborator: Agencies (not-for-profit, for-profit, institution, association) not directly serving survivors of human trafficking, i.e., education, awareness, youth prevention, policy work, aiming to inform their work internally and externally. This level may refer into the database via Service Agent Portal and will not receive referrals.
Tier 5: Associate: Researchers, Universities, Investors seeking data, engagement, and/ or information. *Permission may be granted to forum usage upon request to an UAHT representative of Pathway. This level grants limited permission to see solely anonymous data in our system.
e. The following responsibilities will apply to the respective Tiers of UAHT involvement outlined above. Participating Organization understands that Participating Organization can request to move Tiers to better suit Participating Organization’s mission. Participating Organization will have the following responsibilities with respect to each Tier selected in Section 1(e):
i. Access Levels 1-5:
Participating Organization shall have access to the Pathway Calendar, Events, and Dashboards; and may have access to forums; and will use them in good faith.
Participating Organization can elect to move tiers to better suit their operations.
ii. Access Levels 1-3:
Participating Organization commits to utilizing the Service Agent Portal to refer victims and/or survivors of human trafficking within Pathway when Participating Organization cannot deliver a service. Without limiting the generality of the foregoing, Participating Organization’s use of Service Agent Portal is subject to the following terms and conditions:
a. Participating Organization will use Service Agent Portal to fulfill the “No Wrong Door Policy” obligation of collaboration.
i. The “No Wrong Door Policy” is the practice of Participating Organizations referring clients to other Participating Organizations upon learning that the client has a need outside of the scope of the Participating Organization’s services. This policy is directly proportional to the effectiveness of collaboration and depends on all Pathway partners to ensure that no client goes unserved.
Participating Organization shall provide UAHT with event information to appear on the shared event calendar on Pathway.
Participating Organization understands that not receiving any referrals over a 30-day period will automatically place Participating Organization on a 30-day performance review. In such event, UAHT will make an assessment and consult with Participating Organization, and UAHT will decide to place Participating Organization’s access to the Technology Platform on hold for a period of 30, 60, or 90 days, or until demand for Participating Organization’s resources increase significantly, as determined by UAHT. If at the end of such period improvement in demand for Participating Organization’s resources is not significant, in the determination of UAHT, then UAHT may elect to terminate Participating Organization’s access to the Technology Platform.
iii. Access Levels 1 and 2:
Participating Organization shall accept referrals from Pathway.
Participating Organization shall abide by the accountability procedures for connecting clients to resources, including responding to requests within 72 hours, or the response time as stated for their specific service.
Participating Organization shall inform UAHT of significant changes to resources included in the technology platform, programs, client service qualification, leadership changes, and other significant changes as to keep resources up to date.
Participating Organization commits to providing timely inputs and outcomes to the UAHT technology.
iv. Access Level 1
Participating Organization shall participate in Collaboration Committees appropriate for their resources and mission, if applicable.
2. Covenants of UAHT:
a. UAHT grants Participating Organization a non-exclusive and non-assignable license to display the UAHT logo, name, description, contact information, promotional materials, advertisements, and media spots.
b. UAHT shall provide adequate training tools and schedule training dates on a monthly basis with respect to Participating Organization’s access to UAHT’s platform.
c. UAHT shall create and maintain a “ticket” system to respond to technical difficulties related to UAHT’s platform.
d. UAHT shall provide adequate, timely communication regarding the following in connection with the UAHT community:
new policies;
significant events;
important visitors;
opportunities or needs for inter-organization collaboration, assistance, volunteers, etc.; and
voting on group decisions.
e. UAHT shall keep Service Agent Portal up-to-date.
f. UAHT will maintain relevant dashboards and provide custom dashboards or reports, upon reasonable request.
g. UAHT commits to use its reasonable efforts to achieve the following:
i. ensure an efficient experience for victims and/or survivors of human trafficking by maintaining a ‘no wrong door’ approach both physically and virtually; and
ii. maintain accountability among member organizations and victims and/or survivors of human trafficking.
h. The following UAHT responsibilities shall apply only if (x) the applicable Access Level has been selected by Participating Organization above, and (y) UAHT has checked the applicable box in this Section 2(k) below:
i. Access Levels 1-5:
UAHT shall provide Participating Organization with access to Pathway calendar, events, dashboard, and forums, when applicable.
ii. Access Levels 1-3:
UAHT shall provide Participating Organization with access to Service Agent Portal, a trackable client referral system within UAHT’s Salesforce platform and will use such access in good faith.
UAHT shall publish Participating Organization’s events on the shared event calendar on Pathway, when available.
iii. Access Levels 1 and 2:
UAHT shall facilitate the connection of clients to resources.
UAHT shall provide credentials to access the Salesforce technology platform.
UAHT shall provide Participating Organization with referrals from time to time that are relevant to Participating Organization’s mission.
iv. Access Levels 1:
At participating organizations request, UAHT shall appoint Participating Organization to have a spot on the Pathway Expert Counsel.
3. Termination.
a. UAHT and Participating Organization shall have the right to terminate this MOU if the other Party fails to perform any material obligation under this MOU or otherwise breaches this MOU in any material respect. The non-defaulting/non-breaching Party shall give the defaulting/breaching party written notice of the breach/default and provide up to thirty (30) business days to cure the default/breach.
In addition, and without limiting the foregoing, UAHT may terminate this MOU upon the occurrence of any of the following:
i. Failure to improve performance Following Performance Review: If UAHT has conducted a performance review with respect to Participating Organization and, following 60 days after the commencement thereof, Participating Organization fails to show improvement on referrals, response time, or other UAHT standards, UAHT may, in its discretion, elect to either (A) suspend (e.g., for 90 days, 6 months, or 1 year) Participating Organization’s rights under this MOU, or (B) terminate this MOU.
ii. Unethical Behavior: If, in the determination of UAHT (by its Executive Director or Board of Directors), Participating Organization (or its directors, officers, employees, volunteers, or other representatives or agents) conducts itself in a manner that is deemed to be unethical or inconsistent with UAHT standards, UAHT will send an inquiry to Participating Organization to investigate such conduct. If, following such inquiry, UAHT (by its Executive Director or Board of Directors) concludes that such unethical or inconsistent conduct warrants termination, UAHT may terminate this MOU and Participating Organization’s rights and access hereunder with immediate effect.
b. The Parties may, upon mutual written agreement, elect to terminate this MOU at any time with immediate effect. Either Party may terminate this MOU for convenience (for any reason or no reason) by giving the other Party a written notice at least ten (30) business days before the termination date.
4. Covenants of Participating Organization. Participating Organization shall not:
a. grant access to lists detailing personal or contact information of victims and/or survivors of human trafficking (a “Contact List”) to any third party (including, without limitation, for fundraising or revenue generating purposes) without written permission from UAHT in each instance; provided, however, Participating Organization may provide or disclose information as required by contract, subpoena, and/ or a court with jurisdiction;
b. purport to represent or otherwise act for or on behalf of UAHT or purport to bind UAHT to any agreement or contract of any kind; or
c. utilize the UAHT name, logo, or contacts for any purpose (including, without limitation, for fundraising or grant writing) without permission from UAHT in each instance.
5. Binding Effect and Term. This MOU is fully effective as of the date of its Effective Date and shall be binding on the Parties and their respective successors, heirs, and permitted assigns for one (1) year after the Effective Date.
6. No Partnership. Nothing in this MOU shall create a partnership between the Parties.
7. Public Announcements. UAHT and Participating Organization may make a public disclosure or announcement of the existence of this MOU, the identity of Participating Organization as the counterparty of this MOU, and such other details of this MOU as may be agreed by Participating Organization.
8. Governing Law. This MOU shall be governed by the laws of the State of Texas, excluding conflict of laws principles that would require the application of laws of another jurisdiction.
9. Dispute Resolution.
a. Within 10 business days after the receipt by a Party of a notice from the other Party of a dispute, controversy, or claim arising out of or in connection with this MOU (each a “Dispute”) the Parties shall meet and negotiate in good faith and attempt to resolve such Dispute.
b. All Disputes arising out of or in relation to this MOU shall be referred to mediation before the initiation of any adjudicative action or proceeding, including arbitration. The location of mediation shall be Houston, Texas, USA.
c. Any Dispute that remains unresolved after mediation may be referred to the state and federal courts located in Harris County, Texas for final resolution, each Party irrevocably consenting to the exclusive jurisdiction of such courts and unconditionally waiving any and all objections to the laying of venue therein, including on the basis of inconvenient forum.
10. Entire Agreement. This MOU constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any prior or contemporaneous written or oral understandings between the Parties with respect to such subject matter.
11. Indemnification. UAHT and Participating Organization shall defend, indemnify, and hold harmless each other from and against any and all losses, payments, costs, damages, claims, demands, suits, liabilities, expenses, fines, penalties, and judgments (including, without limitation, fees and expenses of counsel) arising out of or in connection with their respective performance under this MOU.
12. Warranties. UAHT warrants and represents that it has the experience and abilities necessary to perform all required services with a high standard of quality and that the UAHT System will conform in all material respects with the express terms set forth in this MOU.
13. Notices. All notices and other communications required under this MOU shall be in writing and shall be addressed to the receiving Party at the address or email set forth below or found in Participating Organization Application:
United Against Human Trafficking
6671 Southwest Freeway,
Houston, Texas 77074
Nate Arneson: narneson@uaht.org