VA Program Template

VA Program Template

This VA Program Agreement ("Agreement") is entered into as of Effective Date: by and between Program Provider: , with principal address , and Participant: , with principal address .

WHEREAS

WHEREAS, Program Provider operates a program known as the VA Program for the delivery of training, oversight, and client placement services (the Program) and seeks to engage qualified participants to perform duties in furtherance of the Program; and

WHEREAS, Participant desires to enroll in and participate in the Program under the terms and conditions set forth in this Agreement and acknowledges the Program requirements, fees, and confidentiality obligations described below.

SCOPE OF WORK

Program Provider will provide instructional modules, coaching, marketing support, and placement assistance as further described in the Scope of Work. Participant will perform duties and complete program deliverables as required by Program Provider. Specific duties, milestones, and performance standards are set out below.

PAYMENT TERMS

Participant agrees to pay Program Provider the Program Fee in consideration for enrollment, materials, and services. The parties acknowledge that fees are non‑refundable except as expressly provided herein.

Payment shall be due within days of invoice unless otherwise agreed in writing. Late payments will incur a late fee of on the outstanding balance, compounded monthly, plus any collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least prior to the effective termination date. Program Provider may terminate immediately for cause if Participant fails to comply with Program requirements, including but not limited to nonpayment, material breach, or violation of confidentiality obligations.

CONFIDENTIALITY

Participant will have access to confidential and proprietary information of Program Provider and third parties engaged in the Program. Participant shall hold all Confidential Information in strict confidence, shall not disclose such information to any third party, and shall use Confidential Information solely for performance under this Agreement. Confidential Information does not include information that (a) is or becomes publicly available through no fault of Participant; (b) is rightfully received from a third party without breach of an obligation of confidentiality; or (c) is independently developed without use of Confidential Information.

Upon termination or upon written request, Participant shall promptly return or certify destruction of all Confidential Information. Breach of this confidentiality clause shall entitle Program Provider to injunctive relief and recovery of damages, including reasonable attorneys' fees.

I acknowledge and agree to the confidentiality obligations set forth in this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all training materials, curricula, work product, and deliverables created by Program Provider or its licensors are and remain the exclusive property of Program Provider. Participant assigns to Program Provider all right, title and interest in any intellectual property created pursuant to this Agreement in which Program Provider has a proprietary interest. Participant is granted a limited, nonexclusive, nontransferable license to use Program materials solely for purposes of participation in the Program during the Term.

INSURANCE; INDEMNIFICATION

Participant shall maintain any insurance required to perform services under the Program. Participant shall indemnify, defend and hold harmless Program Provider and its affiliates from and against any losses, liabilities, claims, damages and expenses arising out of Participant's negligence, willful misconduct, or breach of this Agreement.

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 that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules or appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, 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.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or a nationally recognized overnight courier service, and will be deemed given on the date of receipt.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that the Agreement is binding and enforceable against such party in accordance with its terms.

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