HR Training Services Agreement

HR TRAINING SERVICES AGREEMENT

PARTIES AND EFFECTIVE DATE

This HR Training Services Agreement (the Agreement) is entered into between Client Name: and Service Provider Name: (each a Party and together the Parties). The Effective Date of this Agreement is .

CONTACT AND ORGANIZATIONAL INFORMATION

POSITION / ROLE INFORMATION (PRIMARY CONTACT)

SCOPE OF SERVICES

Service Provider shall design, prepare and deliver HR training services as described in the Training Description below. Services shall include curriculum, presentation materials, participant handouts, and a written summary of outcomes unless otherwise agreed in writing.

TRAINING SCHEDULE AND LOCATION

Training sessions will be scheduled by mutual agreement. Proposed dates: Delivery method: In-person Virtual / Live online Hybrid

FEES, INVOICING AND EXPENSES

Client shall pay Service Provider the fees set forth below. Fees are due within thirty (30) days of invoice unless otherwise agreed in writing. Late payments will incur interest at the lesser of 1.5% per month or the maximum lawful rate.

CLIENT OBLIGATIONS

SERVICE PROVIDER OBLIGATIONS AND WARRANTIES

Service Provider represents that it has the experience, personnel, and resources necessary to perform the services. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CONFIDENTIALITY

Each Party will maintain in confidence all Confidential Information disclosed by the other Party in connection with this Agreement and will not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property, methodologies, training materials and deliverables created prior to or independent of this Agreement. Service Provider grants Client a non-exclusive, non-transferable license to use the deliverables for internal training purposes only. Client shall not distribute or create derivative works without prior written consent.

INSURANCE, INDEMNIFICATION AND LIMITATION OF LIABILITY

Service Provider shall maintain general liability and professional liability insurance in commercially reasonable amounts and, upon request, provide certificates of insurance. Each Party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

TERM AND TERMINATION

This Agreement will commence on the Effective Date and continue until services are completed or until terminated by either Party with thirty (30) days' prior written notice. Either Party may terminate immediately for material breach that remains uncured for ten (10) days after written notice. Upon termination, Client will pay for services performed and non-cancellable expenses incurred through the date of termination.

SUBCONTRACTING; KEY PERSONNEL

Service Provider may engage subcontractors, provided Service Provider remains responsible for their performance. Service Provider shall notify Client if key personnel proposed to deliver the services are no longer available and shall propose suitably qualified replacements.

BACKGROUND CHECKS AND AUTHORIZATIONS

Client may require background checks for trainers or participants as a condition of access to Client facilities or systems. By initialing below, Service Provider authorizes Client to contact previous employers and conduct background checks limited to employment verification and criminal history where permitted by law.

Service Provider Initials:

AT-WILL EMPLOYMENT AND EQUAL OPPORTUNITY STATEMENTS

Nothing in this Agreement creates an employment relationship between Service Provider and Client. Trainers engaged by Service Provider remain employees or contractors of Service Provider and are not employees of Client. Both Parties reaffirm that they comply with applicable equal opportunity laws and policies in the engagement of personnel and in selection of participants for training.

At-Will Employment Statement Acknowledgement: Acknowledged Equal Opportunity policy acknowledged

TRAINER QUALIFICATIONS — EMPLOYMENT HISTORY

Provide at least two prior employer records for the lead trainer assigned to this engagement.

EDUCATION

REFERENCES (PROFESSIONAL)

Please provide three professional references for the lead trainer or Service Provider organization.

APPLICANT / PROVIDER CERTIFICATION AND AUTHORIZATION

I certify that all information provided in this Agreement and the attached trainer qualifications and references is true, complete, and accurate to the best of my knowledge. I authorize Client to contact the references and prior employers listed above for purposes of verifying qualifications and for background checks where permitted by law. I understand that providing materially false information may constitute grounds for termination of this Agreement or other remedies.

Provider Certification Name:

Provider Certification Title:

MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes prior agreements. Any amendments must be in writing and signed by authorized representatives of both Parties. This Agreement shall be governed by the laws of the state agreed by the Parties. If any provision is held invalid, the remainder shall continue in full force and effect.

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