Educational Course Toolbox Template

EDUCATIONAL COURSE TOOLBOX TEMPLATE

This General Business Agreement (the Agreement) is entered into as of between:

WHEREAS

WHEREAS, Provider develops and supplies educational course materials, instructional frameworks, templates, and supporting assets intended to facilitate curriculum design, instruction delivery, and learner assessment (the Toolbox); and

WHEREAS, Client seeks to license, adapt, or engage Provider to create a tailored Educational Course Toolbox Template for a course titled for use in Client's educational offerings; and

WHEREAS, the parties wish to set forth the terms under which Provider will deliver the Toolbox, and Client will pay and use the deliverables.

SCOPE OF WORK

Provider shall perform the services and deliver the items described below. Deliverables shall conform to the specifications and schedule agreed by the parties.

PAYMENT TERMS

In consideration for the services and deliverables, Client shall pay Provider as set forth below. Client shall also reimburse agreed expenses only if pre-authorized in writing.

Invoices shall be paid within days of receipt. Late payments shall accrue interest at the lesser of (a) the rate of per month or (b) the maximum rate permitted by law, and Client shall pay all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Provider may suspend performance if Client fails to timely pay undisputed amounts following ten (10) days' written notice.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential Confidential Information disclosed by the other party (Disclosing Party) and shall not use such information except to perform rights and obligations under this Agreement. Confidential Information includes non-public business, technical, pedagogical, student data, assessment items, proprietary templates, and pricing information.

The obligations in this section do not apply to information that: (a) is or becomes publicly available other than by breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and an opportunity to seek protective relief.

Confidentiality obligations shall remain in effect for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY & LICENSE

Provider retains all right, title, and interest in pre-existing intellectual property and any new proprietary methodologies, pedagogical approaches, templates, and materials developed by Provider except as otherwise expressly licensed to Client. Provider grants Client a non-exclusive, non-transferable license to use the delivered Toolbox solely for Client's internal instructional programs, subject to payment in full and the restrictions set forth herein.

WARRANTIES, LIMITATION OF LIABILITY

Provider warrants that the deliverables will materially conform to the Scope of Work. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, THE DELIVERABLES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments 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, and communications, whether written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Notices required by this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect.

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