Cloud Training Agreement

CLOUD TRAINING AGREEMENT

This Cloud Training Agreement ("Agreement") is entered into between:

RECITALS

WHEREAS, Service Provider develops and delivers professional cloud computing training, curriculum materials, and associated instructor services tailored to enterprise environments; and

WHEREAS, Client desires to obtain such cloud training services for Client personnel and Service Provider is willing to provide training under the terms and conditions set forth herein; and

WHEREAS, the parties intend this Agreement to define the scope, schedule, compensation, confidentiality and ownership of materials developed or delivered in connection with the cloud training engagement.

SCOPE OF WORK

Service Provider shall provide cloud training services as described below. The specific curriculum, number of sessions, and delivery format will be as set forth in the Scope of Work field.

In-person Virtual (live) Recorded access

SCHEDULE

The training engagement will commence on and conclude on unless extended by written agreement of the parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the terms set forth below.

If any undisputed amount is not paid when due, interest shall accrue at from the due date until paid, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on the date the parties execute below and shall continue until the later of completion of the Services or the date set forth below, unless earlier terminated in accordance with this section.

Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may be effected upon material breach that remains uncured for thirty (30) days after written notice identifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform under this Agreement. "Confidential Information" includes non-public business information, training materials, participant data, pricing, and technical information designated as confidential or that reasonably should be understood to be confidential.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is already rightfully known by the Receiving Party without restriction; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for years from the date of disclosure.

INTELLECTUAL PROPERTY

Service Provider retains all right, title and interest in pre-existing training materials, methodologies, software tools and general know-how owned or developed by Service Provider prior to or outside this Agreement ("Provider IP"). Client shall have a non-exclusive, non-transferable, revocable license to use Provider IP solely for internal training and evaluation as delivered under this Agreement.

Materials created specifically for Client in the course of this engagement and explicitly identified in the Scope of Work as "Work Product" shall be owned by Client Provider The parties may specify ownership allocation in the Scope of Work; absent express allocation, Provider grants Client a perpetual, non-exclusive license to use Work Product for Client's internal business purposes.

WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform Services in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold the other harmless from claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR BODILY INJURY OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT OR , whichever is greater.

COMPLIANCE; DATA PROTECTION

Each party shall comply with applicable data protection and privacy laws in connection with the processing of personal data. Service Provider shall implement reasonable administrative, technical and physical safeguards to protect Client data processed in connection with the Services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior proposals, negotiations and agreements, oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in connection with a merger or sale of substantially all assets.

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