Training Services Subscription Agreement

Training Services Subscription Agreement

This Training Services Subscription Agreement (the "Agreement") is entered into between Client Name: and Provider Name: .

Recitals

WHEREAS, Provider operates and maintains training programs, instructional materials and related services designed to develop skills and knowledge in areas specified by clients;

WHEREAS, Client desires to subscribe to Provider's training services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide such services to Client in accordance with the terms of this Agreement.

Parties and Contact Information

Scope of Work

Provider shall deliver subscription access to training services and materials as described below. The specific services, deliverables, schedules and acceptance criteria shall be set forth in the scope description.

Subscription and Access

Subscription Plan: ; Number of Authorized Users:

Payment Terms

Subscription Fee: $ per .

Payment Due: Invoices are payable within days of invoice date. Late payments shall accrue interest at the lesser of (i) ; provided that Provider may also assess a one-time administrative fee of $ for collections.

Term and Termination

Term Commencement Date: ; Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately upon material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party"), including but not limited to customer data, training materials not generally available to the public, pricing, business strategies, and technical information ("Confidential Information"). The Receiving Party shall: (a) use Confidential Information only for purposes of performing under this Agreement; (b) restrict disclosure to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as the Receiving Party uses to protect its own confidential information, but in no event less than reasonable care.

Intellectual Property and License

Provider retains all right, title and interest in its pre-existing materials, training content, methodologies and software (collectively, "Provider IP"). Subject to Client's payment of fees and compliance with this Agreement, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to access and use Provider IP solely for Client's internal training purposes for the duration of the subscription. Client shall not copy, modify, distribute, sublicense or create derivative works of Provider IP except as expressly permitted in writing.

Data Protection and Use

Provider shall implement reasonable administrative, technical and physical safeguards designed to protect Client Data from unauthorized access, disclosure, alteration and destruction. Provider will process Client Data only as necessary to perform the services under this Agreement and in accordance with Client's documented instructions.

Representations, Warranties and Disclaimers

Each party represents that it has the full corporate power and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for indirect, incidental, consequential, special or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the fees actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including all schedules, exhibits and statements of work 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, whether written or oral. Any amendment or modification shall be effective only if in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations hereunder. Notices shall be in writing and delivered to the contact information set forth above.

Sign Now