Legal HEA Agreement

LEGAL HEA AGREEMENT

This Higher Education Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , a organized under the laws of , with principal place of business at ; and Party B: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the provision of higher education services, programs, and support activities and possesses expertise and resources relevant to the delivery of educational programs; and

WHEREAS, Party B desires to engage Party A to provide specified educational services and the parties wish to set forth their respective rights and obligations with respect to such services;

WHEREAS, the parties intend for this Agreement to allocate responsibilities, protect confidential information, establish terms of payment, and confirm intellectual property ownership as set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the educational programs, courses, training, curriculum development, student support, and related activities to be provided by Party A as described in Section 2 and in the Scope of Services.

1.2 "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, excluding information that is publicly known, rightfully received from a third party without breach, independently developed without use of Confidential Information, or required to be disclosed by law.

2. SCOPE OF SERVICES

Party A shall perform the Services in a professional and timely manner, using personnel with appropriate qualifications. Party A shall comply with Party B's reasonable policies and any programmatic requirements set forth in this Agreement and its attachments.

3. TERM; TERMINATION

Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach.

4. COMPENSATION; PAYMENT

Party A shall invoice Party B in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within thirty (30) days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall maintain Confidential Information in strict confidence and shall not disclose it to any third party except as necessary to perform the Services, to its employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The receiving party shall use Confidential Information solely for the purposes of this Agreement.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify in writing that such return or destruction has occurred, except to the extent retention is required by law or for archival compliance.

6. INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, all materials, curricula, courseware, instructional designs, and deliverables specifically developed by Party A under this Agreement ("Developed Materials") shall be owned by Party A. Party A grants Party B a nonexclusive, nontransferable, royalty-free license to use the Developed Materials for internal educational purposes during the Term.

Preexisting intellectual property of a party remains that party's sole property. To the extent any intellectual property is jointly created, such rights shall be allocated as agreed in writing prior to exploitation of such intellectual property.

7. COMPLIANCE WITH LAWS; STANDARDS

Each party shall comply with all applicable laws, regulations, accreditation requirements, and professional standards applicable to its performance under this Agreement. Party A shall ensure that all personnel performing Services meet required qualifications and certifications.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or a party's indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total compensation paid or payable under this Agreement during the twelve (12) months preceding the claim.

10. INSURANCE

Each party shall maintain insurance coverage appropriate to its obligations hereunder, including general liability and professional liability insurance, in amounts customary for similarly situated entities.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice).

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of 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 taken together shall constitute one instrument.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for the resolution of disputes.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving the original intent.

15. MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of all or substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship.

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