Instructor Services Contract

INSTRUCTOR SERVICES CONTRACT

This Instructor Services Contract (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , an entity of type Individual Corporation LLC Other , with principal place of business at ; and Instructor Name: , an entity of type Individual Corporation LLC Other , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client operates programs requiring specialized instruction and training and desires to retain Instructor to provide instruction services as set forth in this Agreement;

WHEREAS, Instructor possesses the skill, experience and qualifications to perform the instructional services described in this Agreement and is willing to provide such services under the terms and conditions set forth herein;

WHEREAS, the Parties desire to set forth the terms and conditions under which Instructor will provide services to Client.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Instructor shall provide instructional services and related deliverables as described in the Scope of Services below. Instructor shall perform the Services in a professional, timely and workmanlike manner consistent with industry standards.

2. TERM

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with Section 12.

3. COMPENSATION

3.1 Fees. Client shall pay Instructor fees as follows (select applicable pricing method and complete fields):

Hourly rate of $ per hour.   Flat fee of $ for the Services.

3.2 Payment Terms. Instructor shall invoice Client in accordance with the payment schedule below. Unless otherwise agreed in writing, invoices are payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. EXPENSES

Client shall reimburse Instructor for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Reimbursement requires submission of itemized receipts and prior written approval for any single expense in excess of $ .

5. INDEPENDENT CONTRACTOR

Instructor is an independent contractor and not an employee, agent or partner of Client. Instructor shall be solely responsible for all taxes, withholdings, benefits and other obligations arising from its performance under this Agreement. Client shall not direct the means and methods of Instructor except as expressly set forth in this Agreement.

6. CONFIDENTIALITY

Each Party agrees to maintain in confidence all non-public, proprietary or confidential information of the other Party disclosed in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is publicly known through no breach by the receiving Party or that is rightfully received from a third party without restriction. 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.

Upon termination or upon written request, the receiving Party shall return or destroy all Confidential Information and certify such return or destruction in writing.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as otherwise expressly provided in this Agreement, Instructor retains all right, title and interest in and to Instructor's pre-existing materials, methodologies, know-how and intellectual property. Client shall own all deliverables specifically prepared for Client under this Agreement upon full payment, subject to Instructor's retained rights in pre-existing materials incorporated in such deliverables.

7.2 License. To the extent Instructor delivers materials that include Instructor's pre-existing intellectual property, Instructor grants Client a non-exclusive, worldwide, royalty-free license to use such pre-existing materials solely for Client's internal purposes.

8. WARRANTIES; PERFORMANCE

Instructor represents and warrants that (a) it has the full right and authority to enter into this Agreement and to perform the Services; (b) the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; and (c) the Services and deliverables will not infringe or misappropriate any third-party intellectual property rights.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INSURANCE

During the Term, Instructor shall maintain commercially reasonable insurance coverage, including general liability insurance with limits of not less than $ per occurrence and, if applicable, workers' compensation insurance as required by law. Upon request, Instructor shall provide certificates of insurance evidencing required coverage.

10. INDEMNIFICATION

Instructor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Instructor's breach of this Agreement, gross negligence or willful misconduct. Client shall indemnify Instructor to the extent arising from Client's breach, negligence or willful misconduct.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO INSTRUCTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. TERMINATION

12.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

12.2 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

12.3 Effect of Termination. Upon termination, Client shall pay Instructor for Services performed and approved expenses incurred through the effective date of termination. Sections that by their nature are intended to survive termination shall survive.

13. NOTICES

Notices under this Agreement shall be in writing and delivered to the address set forth below (or to such other address as a Party may designate by written notice).

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws rules. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Governing State:

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 communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

The Parties agree to cooperate in good faith to effectuate the intent of this Agreement. No Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes the assigning Party's obligations under this Agreement.

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