Intensive Training Agreement

INTENSIVE TRAINING AGREEMENT

This Intensive Training Agreement ("Agreement") is entered into as of , by and between Trainer Name: with address: , and Client Name: with address: .

RECITALS

WHEREAS, Trainer provides intensive, instructor-led training, curriculum development, and related educational services in the Trainer's field of expertise; and

WHEREAS, Client desires to engage Trainer to provide the intensive training services described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such training and associated materials.

SCOPE OF WORK

TRAINING SCHEDULE & LOCATION

Training will commence on and conclude on .

COMPENSATION & PAYMENT TERMS

Any payment not received within days of its due date shall accrue interest at the rate of or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall terminate on , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 30 days of receipt of written notice.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including training materials, participant lists, pricing, and business processes. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) use the Confidential Information only for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that (i) was publicly known at the time of disclosure, (ii) becomes publicly known through no breach of this Agreement, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Trainer retains all right, title and interest in course materials, curricula, methodologies, and any intellectual property created or used by Trainer prior to or in connection with this Agreement ("Trainer IP"). Trainer grants Client a nonexclusive, nontransferable, limited license to use Trainer IP solely for Client's internal training purposes during the Term. Client shall not reproduce, distribute, modify, or create derivative works of Trainer IP except as expressly permitted in writing by Trainer.

CANCELLATION; RESCHEDULING

Client may reschedule training with at least days' written notice. Cancellations by Client made less than days prior to the first scheduled training date will incur a cancellation fee of unless otherwise agreed in writing.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO TRAINER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction and venue of the courts located in for disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Trainer is an independent contractor and not an employee, agent, or partner of Client. Trainer shall be solely responsible for all employment taxes and withholdings for Trainer's personnel.

Notices: All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice to the other.

Trainer acts as an independent contractor.

Client represents that the signatory has the authority to bind Client to this Agreement.

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