Course Class Description

COURSE CLASS DESCRIPTION

Parties and Identifying Information

Recitals

WHEREAS, Provider is engaged in the business of developing and delivering educational courses and training programs and possesses the expertise, personnel, and materials necessary to conduct the course described in this agreement;

WHEREAS, Client desires to retain Provider to deliver the course described below on the terms and conditions set forth in this Course Class Description; and

WHEREAS, the parties desire to memorialize the course scope, format, payment, term and associated obligations in writing as set forth herein.

Course Identification

Course term begins on and concludes on .

Scope of Work

Provider shall develop, prepare, and deliver the course content, materials, instruction, assessments, and related services as described below. Provider shall ensure instructors are qualified and that all materials comply with applicable educational standards agreed by the parties.

Payment Terms

Client shall pay Provider for the services and deliverables described herein in accordance with the schedule below. All amounts are stated in the currency agreed by the parties. Unless otherwise stated, payments are non-refundable except as expressly provided in the Termination section.

Term and Termination

The term of this Course Class Description shall commence on the start date specified above and continue until the end date specified above unless earlier terminated in accordance with this section. Either party may terminate for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth below.

Confidentiality

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (Disclosing Party). "Confidential Information" means information in any form that is marked confidential or that by its nature ought reasonably to be treated as confidential, including course materials, student data, pricing, and proprietary pedagogy.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Course Class Description; (b) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations; and (c) employ reasonable safeguards to protect Confidential Information. Confidentiality obligations do not apply to information that is publicly known through no fault of the Receiving Party or is required to be disclosed by law, provided the Receiving Party provides prompt notice and cooperates with any protective measures.

I acknowledge and agree to be bound by the confidentiality obligations set forth above.

Intellectual Property and Course Materials

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to materials developed by Provider and delivered in connection with the course, including copyrights and other intellectual property rights. Client is granted a limited, non-exclusive license to use course materials solely for Client's internal educational purposes and for the duration of the term. Any third-party materials included in course materials remain subject to the third party's license terms.

Liability; Insurance

Each party's aggregate liability for claims arising under or relating to this Course Class Description shall not exceed the fees paid by Client to Provider under this Course Class Description. Provider shall maintain appropriate professional liability insurance where applicable and shall provide evidence of such coverage upon reasonable request.

Governing Law and Dispute Resolution

This Course Class Description shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by the courts located in the governing state unless the parties expressly agree otherwise in writing.

Entire Agreement; Amendments

This document, together with any attachments or schedules expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification, amendment or waiver shall be effective unless in writing and signed by both parties.

Additional Provisions

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