Training Contract Order

TRAINING CONTRACT ORDER

Order Number:    Effective Date:

Client Name:

Provider Name:

RECITALS

WHEREAS, Client desires to procure certain professional training services for its personnel as described in this Training Contract Order; and

WHEREAS, Provider represents that it possesses the expertise, personnel and materials necessary to perform the training services described herein and is willing to provide such services under the terms and conditions set forth in this Order; and

WHEREAS, the parties desire to set forth the scope, schedule, payment and other terms applicable to the training engagement.

SCOPE OF WORK

Training Title:

Number of Participants:    Delivery Method: In-person Virtual / Remote

Training Location:

SCHEDULE

Proposed Start Date:    Proposed End Date:

PAYMENT TERMS

Total Fee: $    Deposit Amount: $

Deposit Due:    Balance Due:

Late Payment Fee:    Interest on Overdue Balance:

Taxes and Expenses: Provider shall invoice for any applicable sales, use or other taxes and for pre-approved travel and out-of-pocket expenses. Client is responsible for such taxes and pre-approved expenses unless otherwise agreed in writing.

TERM AND TERMINATION

Term Commencement: This Order commences on the Proposed Start Date and, unless earlier terminated in accordance with this section, expires on the Proposed End Date.

Termination Without Cause: Either party may terminate this Order without cause by delivering written notice to the other party at least days prior to the effective termination date. Termination without cause shall not relieve Client of payment for services rendered and non-cancellable obligations incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate this Order immediately upon written notice if the other party materially breaches any obligation under this Order and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including training materials, participant data, pricing and deliverables.

Obligations: The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Order; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors having a need to know and who are bound by obligations of confidentiality no less protective than those contained herein.

Exclusions: Confidential Information does not include information that is (i) known to the receiving party at the time of disclosure without an obligation of confidentiality; (ii) becomes publicly available other than by breach of this Order; (iii) is obtained by the receiving party from a third party having a lawful right to disclose; or (iv) independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth herein survive expiration or termination of this Order for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Pre-Existing Materials: Each party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Order transfers ownership of pre-existing intellectual property.

Training Materials License: Provider grants Client a non-exclusive, non-transferable, revocable license to use Provider’s training materials solely for Client's internal training purposes. Client shall not reproduce, distribute, or sublicense Provider’s materials outside of Client's organization without Provider's prior written consent.

CANCELLATION; RESCHEDULING

Cancellation by Client less than 14 days prior to start date shall be subject to a cancellation fee equal to the Deposit Amount plus any unrecoverable costs incurred by Provider. Rescheduling requested by Client more than 14 days prior to start date shall not incur a fee; rescheduling within 14 days may be subject to additional fees to be negotiated in good faith.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or willful misconduct, the aggregate liability of Provider arising under or related to this Order shall not exceed the total fees paid by Client to Provider under this Order. Neither party shall be liable for indirect, incidental, consequential or punitive damages.

GOVERNING LAW

This Order shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. Exclusive venue for any dispute arising out of this Order shall be the courts located in that State, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Order, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions. Any amendment or modification of this Order must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, strikes, governmental actions, pandemics, or other events of force majeure; provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

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

Severability: If any provision of this Order is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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