Training Instruction Program

TRAINING INSTRUCTION PROGRAM

Recitals

WHEREAS Provider Name: is engaged in the business of developing and delivering instruction, training curricula, and related materials; and

WHEREAS Client Name: desires to obtain such training instruction services under the terms set forth in this Agreement; and

WHEREAS the parties intend that the Provider deliver the Training Instruction Program commencing on Effective Date: pursuant to the scope and payment terms below.

Parties and Contacts

Scope of Work

Provider shall deliver a Training Instruction Program as described below. The Provider will be responsible for instruction, materials preparation, instructor qualifications, and specified deliverables. The program shall be performed in accordance with industry standard practices and the schedule agreed by the parties.

Payment Terms

Total Fee: $   Currency:

Late Payment: Interest shall accrue on any unpaid amount at the lesser of ()% per month or the maximum allowed by law, commencing days after the invoice due date. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

Reimbursable Expenses: Expenses agreed in writing are reimbursable. Expense cap (if any): $

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of obligations to pay for services performed and non-cancellable commitments incurred prior to termination.

Automatic Renewal: The Agreement will automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in written, oral or electronic form that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents who need to know for performance and who are bound to protect it; and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available without breach, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction.

Intellectual Property

Ownership: Provider shall retain all right, title and interest in and to instructional materials, curricula, courseware, training methods and any derivative works developed by Provider prior to or independently of this Agreement ("Provider IP"). Provider grants Client a limited, non-exclusive, non-transferable license to use final deliverables solely for Client's internal use in connection with the objectives set forth in the Scope of Work. Client shall not reproduce, distribute, or create derivative works of Provider IP except as expressly permitted in writing.

Indemnification; Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, in no event shall either party be liable for incidental, consequential, special or punitive damages, and aggregate liability shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Compliance; Background Checks

Each party shall comply with all applicable laws, regulations and licensing requirements in performing its obligations. If the Scope of Work requires access to sensitive facilities or personnel, Provider shall, at Client's request, facilitate background checks for instructor personnel; parties shall agree in writing on the scope and cost of such checks prior to commencement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt good faith negotiation to resolve disputes prior to initiating litigation. The forum for any unresolved disputes shall be the state and federal courts located in the county specified by Provider's principal place of business, unless the parties agree otherwise in writing.

Miscellaneous

Entire Agreement: This Agreement, including all attachments and scopes of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, representations and agreements, whether written or oral.

Amendment: No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or any of its rights 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: Notices required by this Agreement shall be in writing and delivered to the addresses set forth in the Parties and Contacts section above or to such other address as either party may designate in writing.

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