Curriculum Services Agreement

Curriculum Services Agreement

This Curriculum Services Agreement ("Agreement") is made as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Provider is engaged in the business of developing curriculum, instructional materials and associated training services (the "Services") and has expertise in designing educational content suitable for the Client's students and instructors; and

WHEREAS, Client desires to retain Provider to develop, deliver and, where applicable, maintain curriculum materials titled: , and Provider agrees to provide such Services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Provider will deliver initial draft deliverables and related materials (the "Deliverables") in accordance with the schedule set forth in the Scope of Work. Client shall have days from delivery to review and either provide written acceptance or a written list of deficiencies. Provider shall remedy deficiencies identified by Client and resubmit until accepted.

Payment Terms

Unless otherwise agreed in writing, invoices are payable within days of receipt. Overdue amounts shall accrue interest at a rate of (or the maximum permitted by law).

Reimbursable expenses (if any) require prior written approval and shall be invoiced separately. Provider may invoice for approved reasonable expenses.

Term and Termination

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately upon material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other related to business, students, curriculum content, pricing, technical data and other proprietary material. Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to employees and contractors with a need to know who are bound to confidentiality obligations no less protective; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach by Recipient, was known to Recipient prior to disclosure, was lawfully received from a third party without restriction, or is independently developed by Recipient without use of Confidential Information.

Intellectual Property

Except as otherwise set forth in this Agreement, Provider retains ownership of its pre-existing intellectual property, templates, tools and methodologies. With respect to the Deliverables created specifically for Client under this Agreement and paid in full by Client, Provider hereby assigns to Client all right, title and interest in and to copyrights and other intellectual property rights in such Deliverables, worldwide and in perpetuity, subject to Client's full payment of all fees due. Provider shall execute such further instruments as reasonably necessary to effectuate this assignment.

Notwithstanding the foregoing, Provider may retain non-identifiable working drafts, general know-how and underlying methodologies as its confidential information. Client receives a license to use assigned Deliverables for its internal educational purposes and to the extent the parties agree, for distribution to Client's students, instructors and affiliates.

Warranties; Limitation of Liability; Indemnification

Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for indemnification obligations or willful misconduct, neither party's aggregate liability for direct damages shall exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

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

Notices

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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