Cscu (non atc) v2 (usd)

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Cscu (non atc) v2 (usd)

  1. 1. Confidential Page 1 of 14 CERTIFIED SECURE COMPUTER USER COURSE AGREEMENT v2 (Non ATC) Between International Council of E-Commerce Consultant (Hereinafter referred to as “EC-COUNCIL”) And (Hereinafter referred to as “PARTNER”)
  2. 2. Confidential Page 2 of 14 THIS AGREEMENT IS MADE ON THE DAY OF , 2013, (the "Effective Date”) AND ENTERED INTO BY AND BETWEEN International Council of E-Commerce Consultants (“EC-COUNCIL”), a company incorporated in USA and having their registered address at 6330 Riverside Plaza Lane NW, Albuquerque, NM 87120, USA and______________________________________________ ____________________________________________ (“Partner”), a company incorporated in ________________________________________ with the principle business address at ___________________________________________________________________________ __________________________________________________________________________. 1. PURPOSE The purpose of this Agreement is to set forth the terms under which EC-Council grants Partner the license to offer CSCU course training (“Training”) using course materials approved by EC-Council. 2. TERMS AND CONDITIONS. a. Partner shall offer only Certified Secure Computer User (CSCU) course. Partner shall not market, sell and deliver any other courses from EC-Council’s range of certified courses. b. Fees: Partner is required to pay a CSCU license fee as stipulated in Schedule 1 which is valid for 12 calendar months. This fee is applicable only to one Training Centre (TC) in the location stated in Clause 2 (d). Partner may purchase additional licenses for their other TCs. c. Sharing of Printing Rights/E-Courseware Licenses between TCs is strictly not allowed. d. The location referred to above in Clause 2 (b) is situated at ______________ __________________________________________________________________ ________________________________________________. e. Partner shall acquire a new CSCU license when they exhaust the pre-set limits of the rights to print at an agreed price and options stipulated in Schedule 1 allowed under this Agreement. f. Partner shall have the option to select either Printing Rights of Books or E- Courseware Licenses and Exam Vouchers of the CSCU course materials as stipulated in Schedule 1. Partner shall not mix and match the options stated in Schedule 1.
  3. 3. Confidential Page 3 of 14 g. Printing Rights Option i. Partner shall be responsible to print at Partner’s own cost. ii. Partner shall only sell the course materials to students taking the CSCU course at the location and not to any other third parties. iii. Partner shall receive the following items from EC-Council (in softcopy): (a) CSCU courseware (in PDF format) (b) Book Cover design (c) Tools DVD (d) Printing Instruction (e) DVD label (f) Instructor Material (g) Evaluation Codes (quantities as stipulated in Schedule 1) (h) Test vouchers (quantities as stipulated in Schedule 1) (i) Sample of marketing collateral iv. Shipping charges and custom duties shall be borne by Partner. h. E-Courseware Licenses Option i. Partner shall receive the following items from EC-Council (in softcopy): (a) CSCU E-Courseware access codes (quantities as stipulated in Schedule 1) (b) Tools DVD (c) DVD label (d) Instructor Material (e) Evaluation Codes (quantities as stipulated in Schedule 1) (f) Test vouchers (quantities as stipulated in Schedule 1) (g) Sample of marketing collateral ii. Shipping charges and custom duties shall be borne by Partner. i. Partner may request for additional vouchers subject to a maximum not more than the amount stipulated in Schedule 1. j. Partner may appoint their own instructors. k. The CSCU course materials shall not be uploaded on any digital platform without the explicit approval from EC-Council in writing. l. EC-Council shall determine the minimum course fee to be charged for each region or market. Partner shall not sell the CSCU course to their students at a rate lower than the minimum course fee set by EC-Council.
  4. 4. Confidential Page 4 of 14 m. Piracy: Partner agrees not to engage in the re-export, manufacture, use, distribution, supply, marketing or promotion of any counterfeit, pirated, or illegal software, exam vouchers, student kits or other course materials, whether directly or indirectly, and shall assist EC-Council or other relevant parties in the investigation and prosecution of any such activities if requested. Materials constituting EC-Council Official Courseware may not be copied at any time whatsoever except where specific rights are granted under this CSCU License Agreement. n. Taxes: All prices are exclusive of all applicable taxes and customs duties unless otherwise stated. TC agrees to pay and bear the liability of any taxes associated with the marketing, sublicensing, and delivery of the EC-Council Materials, including but not limited to, sales, use, excise and value added taxes. 3. TERMINATION. a. Terms: This Agreement shall be effective from the date hereof for a period of one year from the Effective Date, and shall renew automatically for successive one- year terms, unless terminated by either party. The license renewal fee as stipulated in Schedule 1 shall be subjected to a minimal fee of USD1,000.00 and giving the Partner Printing Rights or E-Courseware Licenses where the quantities are determined by EC-Council as stipulated in Schedule 1. Either party may terminate this Agreement, with or without cause, by providing thirty (30) days prior written notice to the other party. b. Subject to applicable law, EC-Council may terminate this Agreement for any of the following reasons: i. Default: Partner fails to comply with or is in default under any provision of this Agreement, including any provision of the Curricula; ii. Criminal Offense: Partner or a principal thereof is convicted in a court of competent jurisdiction of a criminal offense; iii. Bankruptcy: Partner files or suffers the filing of a voluntary bankruptcy petition which is not dismissed within thirty (30) days after filing or seeks voluntarily to take advantage of any insolvency laws, is adjudicated as bankrupt, becomes insolvent, suffers permanent or temporary court appointed receivership of substantially all of its property, or makes a general assignment for the benefit of its creditors;
  5. 5. Confidential Page 5 of 14 iv. Payment: Partner is delinquent in the payment of any EC-Council invoice under any Agreement between Partner and EC-Council unless otherwise provided in another Agreement between Partner and EC-Council, payments due under this Agreement shall be delinquent if not paid within 30 days after the date of the invoice; v. Subject to applicable law, termination will become effective (“Termination Date”) thirty (30) days after receipt by Partner of any written notice of termination from EC-Council unless, prior to the Termination Date, Partner cures the grounds for termination specified in the notice. vi. If any act or omission of Partner upon which the termination is based has the potential to materially impair the reputation of EC-Council, as determined by EC-Council, termination shall be effective three (3) days after receipt of the notice of termination, unless prior to the expiration of the three (3) day period, Partner cures the grounds for termination set forth in the notice. Partner may terminate this Agreement, with or without cause, upon thirty (30) days prior written notice to EC-Council. 4. TRADEMARK LICENSE a. Subject to the provisions of this Agreement, EC-Council grants Partner a non- exclusive, non-transferable license to use the current EC-Council’s name, logo, trademarks, insignia or symbols (collectively, the “Marks”) related only to the CSCU course in connection with the marketing and advertising of Partner’s services under this agreement. b. Any use of the EC-Council Marks must be in accordance with the current EC- Council trademark usage policies. Partner may not use any EC-Council trade names without EC-Council’s prior written consent. c. Partner shall not alter, erase, or overprint any trademark notice provided by EC- Council or affix any EC-Council Marks to any course material or collateral. d. Partner acknowledges that EC-Council is the sole owner of the trade names, trademarks and logos used by Partner (the “Marks”), and Partner acknowledges the validity of the Marks. Partner agrees that it will not use the Marks, or any name, mark or logo that is confusingly similar, except in accordance with EC- Council’s policies on the use of its Marks, the current version of which is reproduced in Partner secure site.
  6. 6. Confidential Page 6 of 14 e. Partner shall not do business under any of the Marks or derivatives or variations thereof, and Partner shall not directly or indirectly hold itself out as having any relation to EC-Council, other than as an “EC-Council Accredited Training Partner.” f. Partner will not apply for registration of any of EC-Council’s Marks or trade names or any marks or names that in the opinion of EC-Council are confusingly similar to or that incorporate EC-Council’s Marks and names. g. Upon termination of this Agreement, for any reason, Partner shall cease to display, advertise and use any or all of EC-Council’s Marks. h. The Marks are not to be used by Partner in any way to imply EC-Council’s endorsement of non-EC-Council products and/or services. i. All EC-Council Materials are copyrighted and may not be reproduced, copied, or provided in any manner other than approved distribution under this Agreement. j. Partner is not permitted to repurpose or in any manner alter or change the materials in any way including but not limited to online presentations; without the prior written consent of EC-Council. k. Partner shall not remove any notice of copyright, trade name, trademark or any other proprietary notice from any materials provided to Partner hereunder, and shall reproduce all such notices on all manuals, promotional materials and other documents where the placement of such notices is necessary or desirable in order to protect EC-Council’s rights. l. Partner may not assign this Agreement without the prior written consent of EC- Council. Any attempted assignment will be null and void. 5. POST-TERM OBLIGATIONS AND RIGHTS Upon the termination or expiration of this Agreement: a. Partner shall stop teaching the EC-Council Courses, except that Partner may complete any courses then in progress; b. Partner shall not represent to the public that it is authorized to teach the curricula; c. Partner shall stop using in advertising or in any other manner, the Marks, Symbols, and other identifying characteristics or indicia of EC-Council, and
  7. 7. Confidential Page 7 of 14 Partner shall not teach, or cause to be taught, a course or program under any name or logo likely to be confused with EC-Council. d. Partner shall return to EC-Council, at Partner’s expense and without retaining any copies, all advertising and promotional material which EC-Council provided to Partner during this Agreement. e. Regardless of any other provision of the Agreement, EC-Council will not, by reason of the termination of this Agreement, be liable for compensation, reimbursement, refunds, or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases, or commitments in connection with Partner’ s business or goodwill, or otherwise. 6. REPRESENTATIVE, WARRANTIES AND INDEMNIFICATION a. Each party represents and warrants as follows: i. such party has full power and authority to execute, deliver and perform its obligations under this Agreement; ii. there are no actions, proceedings or investigations, pending or, to the best of each party’s knowledge, threatened against such party which may in any manner whatsoever materially affect the enforceability of this Agreement; iii. the execution, delivery and performance of this Agreement will not constitute a breach or default under any Agreement, law or court order under which such party may be bound or affected; and iv. the Partner represents and warrants, and EC-Council acknowledges that the Partner maintains and will maintain significant business operations relating to product lines and services other than the sale of EC- Council Internet and intranet training. b. The EC-Council Training Program are provided as is and with all faults, and EC- Council disclaims all warranties, whether express, implied, statutory or otherwise, including without limitation, implied warranties of merchantability and fitness for a particular purpose. In addition, there is no warranty of accuracy of information, functionality, services and/or availability or lack thereof for the testing services and/or any EC-Council website referred to or utilized pursuant to this agreement. c. Subject to Clause 11, TC shall indemnify, defend and hold EC-Council, its directors, officers, agents and employees harmless from and against any and all
  8. 8. Confidential Page 8 of 14 losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) resulting from any pending or potential lawsuit against EC-Council except to the extent that such losses, damages, liabilities, costs and expenses are directly attributable to the gross negligence, reckless conduct or intentional wrongdoing of EC-Council, its directors, officers, agents and employees. 7. DISCLAIMER THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE, AND NO WARRANTY OF NON- INFRINGEMENT. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED PROVIDED BY EC-COUNCIL. 8. PROPRIETARY INFORMATION Partner expressly undertakes to retain in confidence all non-public information and know-how transmitted to it that the disclosing party has identified as being proprietary and/ or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information, however designated, that i. it received rightfully from another party prior to its receipt from the disclosing party; ii. the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; or iii. is independently developed by the receiving party. Further, either party may disclose confidential information as required by governmental or judicial order, provided such party gives the other prompt notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Each party’s obligation under this section shall extend to the earlier of such time as the information protected hereby is publicly available through no fault of the obligated party or five (5) years following receipt of the confidential information. 9. DAMAGES a. Direct Damages: EC-COUNCIL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE
  9. 9. Confidential Page 9 of 14 TOTAL FEES PAID HEREUNDER BY PARTNER TO EC-COUNCIL FOR THE TWELVE MONTH PERIOD PRIOR TO THE CLAIM FOR DAMAGES. b. Special Damages: Except as expressly set forth herein, EC-Council shall not be liable for any damages whatsoever (including but not limited to consequential, incidental, indirect, economic, or special damages) arising out of this agreement or the transactions contemplated under this agreement, including but not limited to the services performed by EC-Council under this agreement or any use, disclosure, or publication of the results of such services, even if EC-Council has been advised of the likelihood of such damages occurring. c. Course Materials: In all situations involving inaccuracies or mistakes in Council developed course materials obtained under this Agreement, EC-Council’s sole responsibility and the Partner’ s sole remedy is the correction or replacement of the EC-Council developed course materials. For any other claim concerning performance or non-performance by EC-Council related to the Agreement, EC- Council Partner may bring a claim for direct damages to the limits set forth in this Section. d. Third Party Claims: Save and except for claim of infringement of third party rights, EC-Council shall not be liable for any claim by Partner based on any third party claim. 10. GENERAL PROVISIONS a. Force Majeure: Neither party shall be liable for delay or failure in performance of any of its obligations under this Agreement when such delay or failure arises from events or circumstances beyond the reasonable control of such party (including, without limitation, acts of God, fire, flood, war, explosion, sabotage, terrorism, embargo, civil commotion, acts or omissions of any government entity, supplier delays, communications or power failure, equipment or software malfunction, or labor disputes). b. Jurisdiction: This Agreement shall be deemed to have been made in the State of Nevada, and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the laws of the State of Nevada, without reference to principles of conflict of laws thereof. Judicial proceedings regarding any matter arising under the terms of this Agreement shall be brought solely in the federal or local courts of the State of Nevada. c. Survival of Terms: The provisions of the Agreement which by their nature extend beyond the termination of the Agreement will survive and remain in effect until all obligations are satisfied.
  10. 10. Confidential Page 10 of 14 d. Entire Agreement: This Agreement, including the exhibits and schedule attached hereto, constitutes the full and complete agreement of both EC-Council and Partner and supersedes all prior written or oral agreements and understandings relating to the subject matter hereof. No amendment, waiver or modification to this Agreement shall be effective unless in writing and signed by both parties hereto. e. Assignment: Partner shall not assign any of its rights or obligations under this Agreement without the prior consent of EC-Council, which consent may be withheld or denied in its sole and absolute discretion but will not be unreasonably withheld. f. Notice: Any notices and other communications between the parties in connection with this Agreement shall be delivered by overnight courier, U.S. mail (or international mail for non US Partners) or facsimile at the addresses set forth hereto and shall be deemed received upon the earlier to occur of the actual receipt of such notice or, if mailed from the U.S, five (5) business days following deposit in the mail, or if mailed internationally fifteen (15) business days following deposit in the mail of Partner’s country. g. Waiver: No failure on the part of either party to exercise, no delay in exercising, and no course of dealing with respect to any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. h. Attorneys’ Fees: In the event of suit, the prevailing party shall be entitled to recover reasonable attorneys’ fees i. Severability: If any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. j. No Partnership or Agency: Partner and EC-Council are independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create an employment or agency relationship or a partnership or joint venture between Partner and EC-Council or between Partner and any EC-Council employee, agent, or contractor or between EC-Council and any Partner’s employee, agent or contractor. Neither Partner nor EC-Council has the authority to bind the other or to incur any liability for or otherwise act on behalf of the other and neither party shall represent or imply that it has such authority. Partner
  11. 11. Confidential Page 11 of 14 hereby represents, warrants, acknowledges and admits that EC-Council does not owe any fiduciary duty to Partner with respect to this Agreement or the transactions contemplated hereby. k. Headings: The headings provided in the Agreement are for convenience only and will not be used in interpreting or construing the Agreement. 11. PARTNER’S SOLUTION OPTIONS Please tick () one option: [ ] Printing Rights [ ] E-Courseware Licenses [Signature] _______________________________________________________________________ [Print Name] ______________________________ _______________________________ [Title] [Date] Place Company Stamp Here
  12. 12. Confidential Page 12 of 14 Partner’s Information (all fields required unless noted otherwise) Partner’s Name: _______________________________________________________________________ Primary contact for EC-Council related matters: _______________________________________________________________________ Shipping address (P.O. Box not accepted): _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ City: ____________________________ State/Province: _________________________ ZIP/Postal code: _________________ Country: ________________________________ Contact Telephone: ______________________________________________________ Contact e-mail address: ___________________________________________________ Contact fax: ____________________________________________________________ Main Telephone Number (Contact number to be used by prospective students for course information): _______________________________________________________________________ Web site URL: _______________________________________________________________________
  13. 13. Confidential Page 13 of 14 Contact details (Name, Designation, Email, and Telephone No): Marketing: (Name) ________________________ (Job Title) _______________________ (Email) ________________________ (Tel) ___________________________ Administration: (Name) ________________________ (Job Title) _______________________ (Email) ________________________ (Tel) ___________________________ Finance: (Name) ________________________ (Job Title) _______________________ (Email) ________________________ (Tel) ___________________________ Sales: (Name) ________________________ (Job Title) _______________________ (Email) ________________________ (Tel) ___________________________
  14. 14. Confidential Page 14 of 14 SCHEDULE 1 PRICE Printing/E- Courseware License Evaluation Codes Exam Voucher Additional Vouchers Purchase Limit Additional Voucher Cost Please Tick () One Option USD 5,000 500 licenses 500 codes 300 vouchers 250 vouchers USD 20 per voucher USD 2,500 250 licenses 250 codes 150 vouchers 125 vouchers USD 20 per voucher USD 1,500 150 licenses 150 codes 90 vouchers 75 vouchers USD 20 per voucher USD 1,000 100 licenses 100 codes 60 vouchers 50 vouchers USD 20 per voucher

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