Event Training Agreement

Event Training Agreement

This Event Training Agreement ("Agreement") is made effective as of between Client Name: with principal address and Trainer Name: with principal address .

Recitals

WHEREAS, Client desires to engage Trainer to provide professional training services in connection with the Client's event described below; and

WHEREAS, Trainer has the qualifications, personnel, and experience to perform the training services and is willing to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their understanding and agreement with respect to the training services, fees, schedule, confidentiality, and other material terms.

Event Details

Training Start Date:    End Date:    Expected Hours:

Scope of Work

Trainer will provide instructional training services for the event described above. The services shall include curriculum development, delivery of live instruction, provision of training materials, and reasonable follow-up consultation as set forth below. Trainer shall perform the services in a professional manner consistent with industry standards and the schedule agreed by the parties.

Payment Terms

Client shall pay Trainer a total fee as set forth below. All amounts are in U.S. dollars unless otherwise stated. Unless otherwise agreed in writing, payments shall be made in accordance with the schedule below.

Late Payment: In the event any undisputed amount is not paid within days after invoice due date, Client shall pay interest on the overdue amount at a rate of or the maximum rate permitted by law, whichever is lower, plus all costs of collection including reasonable attorneys' fees.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated, continues until .

Termination for Convenience: Either party may terminate this Agreement for any reason by providing the other party with written notice at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party that remains uncured for a period of 14 days after written notice specifying the breach.

Confidentiality

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, and other information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential. Each party shall (a) protect the Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is (i) publicly known other than by breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the other party's Confidential Information; or (iv) required to be disclosed by law, provided that the disclosing party gives prompt notice to allow the other party to seek protective measures.

Independent Contractor; Insurance; Liability

The relationship of Trainer to Client is that of an independent contractor. Trainer is not an employee, agent, or partner of Client. Trainer is solely responsible for all taxes, withholdings, benefits, and insurance related to its personnel. Trainer shall maintain commercial general liability insurance and any other insurance reasonably appropriate for the services.

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, each party's total aggregate liability under this Agreement shall not exceed the total fees paid by Client to Trainer under this Agreement.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to the exclusive jurisdiction of the courts located in the state specified above.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by notice. Notices are effective upon receipt.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent as closely as possible.

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