Training Document Template

TRAINING DOCUMENT TEMPLATE

This Training Agreement (the "Agreement") is entered into as of by and between:

Client Name:     Training Provider Name:

RECITALS

WHEREAS, Client seeks to retain Provider to perform professional training services for Client's personnel on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, instructional materials, and facilities necessary to provide the training services described herein; and

WHEREAS, the parties desire to set forth their respective understandings, responsibilities, and payment terms in writing.

SCOPE OF WORK

Training Location:

Proposed Training Dates: From to    Expected Number of Participants:

PAYMENT TERMS

Fee Amount: $ payable in accordance with the schedule below.

Invoices are due within days of receipt. Late payments shall incur a late fee of on unpaid balances, plus any collection costs and interest permitted by law.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured after days following written notice describing the breach.

Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination. Provider shall deliver any completed deliverables and an invoice for hours performed to date.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall: (a) hold the disclosing party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, contractors, or agents who need to know and who are bound by confidentiality obligations no less protective than those herein. The foregoing shall not restrict disclosure required by law, provided the recipient gives prompt notice and, where lawful and practicable, cooperates in any effort to limit disclosure.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title, and interest in pre-existing materials, methodologies, training content, course materials, and intellectual property developed or used by Provider in connection with performing the services ("Provider IP"). Client is granted a non-exclusive, non-transferable license to use Provider deliverables solely for Client's internal training purposes. Client shall not reproduce, distribute, modify, or create derivative works of Provider IP except as expressly permitted in writing.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including loss of profits, even if advised of the possibility of such damages. Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or negligent acts or omissions.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. Venue for any dispute arising under this Agreement shall be in the state or federal courts located within the selected jurisdiction.

ENTIRE AGREEMENT

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

NOTICES

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