Educational Language Handout

EDUCATIONAL LANGUAGE HANDOUT

This Educational Language Handout Agreement (the Agreement) is made and entered into effective as of by and between:

RECITALS

WHEREAS, Provider is engaged in the development and preparation of educational materials including language handouts, lesson plans and accompanying instructional notes; and

WHEREAS, Client desires to retain Provider to develop a customized Educational Language Handout for instructional use as described in this Agreement and Provider is willing to provide such services under the terms set forth below; and

WHEREAS, the parties intend to allocate rights, responsibilities and compensation with respect to the creation, delivery and permitted use of the Handout.

SCOPE OF WORK

Provider shall create and deliver an Educational Language Handout (the Handout) in accordance with the specifications and learning objectives described below. The Handout shall include vocabulary lists, grammatical explanations, example sentences, exercises and an instructor's note where applicable. Provider shall deliver editable and print-ready versions as specified.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for Provider's performance of the Scope of Work. All fees are exclusive of any taxes which will be borne by the Client where required by law.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until completion of the Scope of Work or the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice. Termination shall not relieve Client of payment obligations for work completed or accepted prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in tangible form or disclosed orally and identified as confidential. Each party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all moral and proprietary rights in pre-existing materials and methodologies. Upon full payment, Provider grants Client a nonexclusive, nontransferable license to use the final Handout for Client's internal educational purposes. Any third-party content incorporated into the Handout will be identified and appropriate licenses or clearances obtained by the Provider prior to delivery.

WARRANTIES, INDEMNIFICATION & LIMITATION OF LIABILITY

Provider represents that the Handout will be original work and will not knowingly infringe third-party intellectual property rights. Provider's sole obligation for any breach of this representation shall be, at Provider's option, to replace or revise the infringing portion of the Handout or to refund fees paid for the infringing deliverable. Each party shall indemnify and hold the other harmless from third-party claims arising from its breach of this Agreement. Except for liability arising from willful misconduct or gross negligence, neither party's aggregate liability shall exceed the total fees paid under this Agreement.

GOVERNING LAW

This Agreement 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 submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits and accepted scopes of work, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, proposals, or representations, whether written or oral. Any amendments must be in writing signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

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