Business CPE Form

BUSINESS CPE AGREEMENT

This Business Continuing Professional Education Agreement (the "Agreement") is entered into as of by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is duly qualified and available to deliver continuing professional education programs, materials, and related services to business professionals in accordance with applicable professional standards and the terms set forth herein;

WHEREAS, Client seeks to obtain continuing professional education credits and agrees to engage Provider to deliver the CPE program described in this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations, and other material terms governing the provision and receipt of such CPE services.

COURSE AND PROVIDER DETAILS

SCOPE OF WORK

Provider shall deliver the CPE program as described below. Provider shall be responsible for preparation of materials, presentation of content, and issuance of certificates of completion for eligible participants. Provider shall use qualified instructors and maintain records necessary to substantiate CPE credit in accordance with professional standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the CPE services delivered under this Agreement. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the start date below and, unless earlier terminated in accordance with this Section, ends on the end date below. Either party may terminate for material breach if such breach is not cured within the notice period specified.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or in writing, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) hold Confidential Information of the other party in strict confidence, (b) use Confidential Information only for purposes of performing its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, contractors, or agents who need such information and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to receipt from the disclosing party without restriction on use or disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments hereto executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, understandings, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

RECORDS AND CERTIFICATION

Provider shall maintain attendance records, participant evaluations, and other documentation necessary to substantiate awarded CPE credits for a period of not less than three years following course delivery. Provider will provide certificates of completion to participants who meet attendance and assessment requirements as specified in the scope of work.

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