Educational Teaching Program Contract

EDUCATIONAL TEACHING PROGRAM CONTRACT

This Educational Teaching Program Contract (the "Agreement") is made effective as of , by and between Provider Name: (hereinafter "Provider"), a/an organized under the laws of , and Educational Institution Name: (hereinafter "Institution"), located at .

RECITALS

WHEREAS, Provider is engaged in the design and delivery of educational teaching programs, curricula, and instructional services and possesses expertise and qualified personnel to provide the Program described herein; and

WHEREAS, Institution desires to engage Provider to deliver an educational teaching program for Institution's students and program participants under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to program scope, schedule, fees, intellectual property, confidentiality, insurance and risk allocation.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Program" means the teaching program, curriculum, instructional materials and related services to be provided by Provider as described in Section 2. 1.2 "Participants" means students, trainees and other persons enrolled by Institution to receive the Program.

2. PROGRAM SCOPE AND DELIVERABLES

Provider shall deliver the Program substantially in accordance with the description below. Provider shall supply qualified instructors, curriculum materials and assessments necessary for delivery of the Program.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Program or until terminated as provided herein. The anticipated Program commencement date is , and anticipated completion date is , .

3.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. 3.3 Termination for Cause. Either party may terminate immediately for material breach by the other party that remains uncured for fifteen (15) days after written notice of breach.

4. COMPENSATION; PAYMENT

4.1 Fees. Institution shall pay Provider the fees set forth below in consideration for the Program. Fees include preparation, instruction and standard printed materials unless otherwise agreed in writing.

4.2 Late Payment. Overdue payments will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Institution shall be responsible for all reasonable collection costs.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Provider retains all right, title and interest in and to Provider's pre-existing materials, proprietary methodologies and intellectual property used or developed in connection with the Program ("Provider IP"). Institution retains ownership of its proprietary materials.

5.2 License. Provider grants to Institution a non-exclusive, non-transferable, revocable license to use Provider deliverables solely for Institution's internal educational purposes for the duration of the Program. Any further use requires Provider's prior written consent and may be subject to additional fees.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public business, academic and technical information disclosed by one party to the other in connection with the Program. Confidential Information does not include information which is or becomes public through no fault of the receiving party or which is independently developed.

6.2 Obligations. Each party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information and shall not disclose such information except to employees and contractors with a need to know and who are bound to similar confidentiality obligations.

7. COMPLIANCE; BACKGROUND CHECKS; SAFETY

7.1 Compliance. Provider shall comply with all applicable federal, state and local laws, regulations and Institution policies applicable to the performance of the Program.

7.2 Background Checks. Provider represents and warrants that it will obtain, at Provider's expense, background screening for all instructors assigned to the Program in accordance with Institution's reasonable requirements. A background check is required: Yes

7.3 Safety. Provider shall promptly report to Institution any incident, injury or other event impacting Participant safety and shall cooperate with Institution in any investigation.

8. INSURANCE; INDEMNIFICATION

8.1 Insurance. Provider shall maintain general liability insurance and professional liability insurance with limits not less than per occurrence and shall provide proof of insurance upon Institution's request.

8.2 Indemnification. Provider shall indemnify, defend and hold harmless Institution and its officers, trustees, employees and agents from and against any third-party claims, liabilities, losses and expenses arising out of Provider's negligence, willful misconduct or breach of this Agreement, except to the extent caused by Institution's negligence or willful misconduct.

9. INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties. Provider is solely responsible for withholding and paying all employment-related taxes for Provider's personnel.

10. RECORDS AND AUDIT

Provider shall maintain accurate records of attendance, assessments and financial transactions related to the Program for a period of three (3) years following completion. Institution may audit such records upon reasonable notice during normal business hours.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery and shall be effective upon receipt.

12. AMENDMENT; WAIVER; SEVERABILITY

12.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. 12.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. 12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. GOVERNING LAW; COUNTERPARTS; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

13.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 13.3 Entire Agreement. This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

SIGNATURES

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