Educational Lesson Addendum

EDUCATIONAL LESSON ADDENDUM

This Educational Lesson Addendum (the Addendum) is made effective as of and amends the Educational Services Agreement or Master Services Agreement referenced below.

Parties

Recitals

WHEREAS, Provider and Recipient are parties to an existing agreement titled dated

WHEREAS, the parties desire to modify the scope and terms of instruction for certain educational lessons and related materials as set forth below; and

WHEREAS, this Addendum is intended to supplement and, where inconsistent, amend the existing agreement solely with respect to the lessons and payment terms described herein.

Scope of Work

Provider will deliver educational lessons, materials, and instruction as described below. The parties agree that the specific content, learning objectives, and delivery method are as set forth in the Scope of Work field.

Payment Terms

Recipient shall pay Provider for the services and materials set forth in this Addendum in accordance with the terms below. All amounts are in U.S. dollars unless otherwise noted.

Late payments shall incur a late fee equal to % of the overdue balance per month, or the maximum permitted by law, whichever is less. Provider may suspend services for failure to pay when due after providing written notice as set forth in Termination below.

Term and Termination

This Addendum commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Addendum for material breach by the other party if such breach remains uncured for a period of 15 days after written notice specifying the breach. Termination shall not relieve Recipient of its obligation to pay Provider for services performed and non‑refundable costs incurred through the effective date of termination.

Confidentiality

Each party shall maintain in confidence and not disclose to any third party any Confidential Information of the other party disclosed in connection with this Addendum. "Confidential Information" means nonpublic information designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is or becomes publicly available through no breach of this Addendum or information independently developed without use of the other party's Confidential Information. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Materials, Copyright and License

Provider warrants that it owns or has the right to use any instructional materials provided. Provider retains copyright in original lesson materials and hereby grants Recipient a non‑exclusive, non‑transferable license to use such materials solely for Recipient's internal educational purposes for the term of this Addendum, unless otherwise agreed in writing.

If the parties require an assignment or broader license, such terms must be set forth in a separate written agreement signed by both parties.

By checking this box, parties acknowledge Provider retains copyright to original lesson materials and provides Recipient only a limited license as described above.

Indemnification & Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third‑party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Addendum. Except for liability for bodily injury or willful misconduct, neither party's aggregate liability to the other for any claim arising out of or relating to this Addendum shall exceed the total fees paid under this Addendum.

Governing Law

This Addendum shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Addendum.

Entire Agreement; Amendments

This Addendum, together with the referenced existing agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. Any amendment or modification of this Addendum must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Addendum is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that they have read and understand this Addendum and that they have authority to enter into this Addendum on behalf of the entities they represent.

Sign Now