Salesforce Certification Document

SALESFORCE CERTIFICATION SERVICES AGREEMENT

Effective Date:   Provider Name:   Client Name:

RECITALS

WHEREAS, Provider is engaged in the business of delivering training, preparatory materials and examination vouchers for Salesforce certification programs and possesses relevant personnel, curriculum and facilities to prepare candidates for Salesforce certification examinations; and

WHEREAS, Client desires to procure from Provider the training, preparatory services and, where specified, an examination voucher for the Salesforce certification identified in this Agreement, under the terms and conditions set forth below; and

WHEREAS, the parties intend that Provider will use commercially reasonable efforts to prepare designated candidate(s) for the applicable Salesforce certification examination, provided that Provider does not guarantee certification results; now, therefore, the parties agree as follows.

SCOPE OF WORK

Provider shall deliver the training, materials and services described below for the candidate(s) named by Client. Provider's obligations include course instruction, course materials, practice examinations, skills assessments, and scheduling assistance for the certification examination where an exam voucher has been purchased.

PAYMENT TERMS

Total Fee: $   Currency:

Late Payment: If any undisputed amount owed by Client is not received by Provider within days after the due date, interest will accrue at the lesser of (a) % per month or (b) USD flat late fee.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Provider may also terminate immediately if Client fails to timely pay undisputed amounts.

Upon termination for any reason, Client shall pay Provider for all services performed and non‑refundable expenses incurred through the effective date of termination. Refunds of prepaid fees, if any, will be calculated on a pro rata basis for unused services, less any exam voucher costs already incurred.

CERTIFICATION, EXAMINATION AND RESULTS

Provider will provide preparatory training and, where expressly included, an examination voucher for the specified Salesforce certification examination. Provider represents that the training curriculum is designed to prepare candidate(s) for the applicable examination but does not warrant or guarantee that any candidate will pass the examination. Certification issuance is solely determined by the Salesforce examination administrator based on the candidate's performance.

If Provider supplies an exam voucher, Provider will attempt to schedule or deliver the voucher in accordance with the schedule in the Scope of Work. Client is responsible for ensuring candidate eligibility and timely scheduling of the examination. Missed examination appointments or expired vouchers may result in additional fees payable by Client.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) in any form that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Recipient shall (a) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) use at least the same standard of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is or becomes public through no fault of Recipient, was known to Recipient prior to disclosure, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Discloser's Confidential Information.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including loss of profits or business interruption. Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement during the six (6) month period preceding the claim.

GOVERNING LAW

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 of the state and federal courts located in the same state.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices under this Agreement must be in writing and delivered to the addresses provided by the parties. Notice given by email is effective only if followed by a physical copy delivered by hand or certified mail.

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