Rep details

1. DATED [INSERT DATE]
REPRESENTATIVE AGREEMENT
between
LEARNING RESOURCE NETWORK (LRN)
and
[insert full legal name of representative individual or organisation]

2. 1
THIS AGREEMENT is dated [insert date]
PARTIES
(1) LEARNING RESOURCE NETWORK, incorporated and registered in the United
Kingdom with company number 07518287 whose registered office is at 175-177
Borough High Street London SE1 1HR; and
(2) [insert full legal name of representative individual or organistion], incorporated
and registered in [insert country] with company number [insert registration number]
whose registered office is at [insert address].
1. TERM
The term of the agreement (‘Initial Term’) is one (1) year from the date of this
agreement subject to renewal in accordance with paragraph 2 and subject to
termination in accordance with paragraph 11 of this agreement.
2. RIGHTS OF RENEWAL
The Agreement may be renewed for a period of up to five (5) years (‘Renewal
Period’) if the parties agree in writing no less than three (3) months prior to the expiry
of the Initial Term.
3. LRN OBLIGATIONS
3.1 LRN shall:
(a) supply to the Representative documentation (including subject reports,
subject specifications) in respect of LRN qualifications;
(b) provide the Representative with promotional materials (including posters,
journals) as required;
(c) assist the Representative with marketing and promotion of LRN
qualifications (by agreement between LRN and the Representative); and
(d) generally provide the Representative with know-how, advice and guidance
relating to LRN qualifications.
3.2 Additional costs (“Marketing Expenses”) may be payable by LRN subject to an
agreed Annual Marketing activity plan.

3. 2
4. REPRESENTATIVE’S OBLIGATIONS
4.1 During the Initial Term (and the Renewal Period, if applicable), the Representative
shall:
(a) act as the LRN representative in [insert country/countries];
(b) promote LRN qualifications in [insert country/countries] and take all
necessary steps to safeguard the delivery of LRN qualifications in [insert
country/countries];
(c) prepare, maintain and implement, in consultation with LRN, a short and
medium term action plan for the promotion of LRN qualifications in [insert
country/countries];
(d) develop a market for, and maximise business opportunities by any proper
and appropriate means in respect of LRN qualifications;
(e) submit a monthly report to LRN on the status of the action plan referred to in
paragraph 4.1c;
(f) use only signs and packaging in connection with LRN qualifications that
have been approved by LRN;
(g) not engage any business which competes with LRN;
(h) not engage in LRN Business outside [insert country/countries] without
explicit permission in writing from LRN;
(i) not enter into any arrangement with any examination board or awarding
body in direct competition with LRN;
(j) not to use any Confidential Information other than for the purpose of the
LRN Business; and
(k) not do anything to bring LRN into disrepute (ie. that would cause damage or
loss to LRN’s name, or reputation).
5. EXAMINATION CENTRES AND TESTING
5.1 The Representative may be asked to recommend examination centres in respect of
LRN requirements for the proper administration and conduct of LRN examinations.
5.2 The Representative may be asked to carry out necessary inspections of examination
centres to ensure that those centres meet LRN requirements for proper
administration and conduct of examinations.

4. 3
6. FINANCIAL ARRANGEMENTS
6.1 With respect to printing costs that have been approved by LRN prior to being
incurred, LRN agrees to reimburse the Representative for the total printing expenses
incurred, or will incur, prior to delivery of materials, the total printing expenses.
6.2 Further to paragraphs 3.1b and 3.2, LRN will make a contribution in accordance with
the agreed marketing schedule (schedule to be agreed and added to the contract).
LRN shall not be responsible for any losses or debts incurred by the Representative
during the normal course of the Representative’s business carried out in relation to
this Agreement, including but not limited to, expenses incurred by the Representative
in administering LRN Business or in training teachers relating to LRN qualifications.
LRN shall not be responsible for any losses incurred by the Representative in relation
to any currency fluctuations.
6.3 With respect to centres in the Territory introduced to LRN by the Representative and
subsequently accredited by LRN, LRN agree to pay the Representative 20% of
Candidate registration fees received by LRN. The 20% commission shall be paid for
Candidate registration fees received during the Initial term and during any Renewal
Periods.
6.4 With respect to centres in [insert country/countries] accredited by LRN prior to the
appointment of the Representative, LRN agree to pay the Representative 20% of
Candidate registration fees (received by LRN) for Candidate registrations which
exceed those received from the centre in the preceding 12-month period. The 20%
commission shall be paid for Candidate registration fees received during the Initial
term and during any Renewal Periods.
7. TARGETS
7.1 The Representative has committed to securing certain numbers of Candidates
(“Targets”) in accordance with the table set out in the Schedule.
7.2 If the Representative fails to meet the 12-month Target in the Initial Term, the
Representative will be in breach of this Agreement.
7.3 The Initial 12-month Target will be agreed by LRN and the Representative and prior
to the Agreement being signed.
7.4 The Representative expressly acknowledges that the targets relate to Candidates to
be secured by the Representative in relation to LRN qualifications.

5. 4
8. ACCOUNTING RECORDS
8.1 The Representative shall:
(a) maintain records of registrations and submit to LRN a statement of current
registrations upon request by LRN;
(b) supply to LRN copies of any financial or fiscal information which LRN may
reasonably request.
9. NON-COMPETITION
9.1 During the Initial Term (and the Renewal Period, if applicable), the Representative will
not:
(a) entice or recruit employees from LRN or representatives from a territory
outside of [insert country/countries]; or
(b) use or disclose Confidential Information for any purpose other than a
purpose set out in this agreement.
9.2 The Representative acknowledges that he/she shall not accept any unreasonable
gifts.
10. TERMINATION
10.1 Either LRN or the Representative may terminate the agreement on ninety (90) days’
written notice if the other:
(a) goes into liquidation;
(b) becomes insolvent;
(c) commits an incurable breach of a material provision of the agreement;
(d) fails to remedy a breach complained of within the specified time;
(e) repeatedly breaches provisions of the agreement which will have been
notified in writing; or
(f) abandons the Business.
10.2 Should any director, officer, agent, employee or any individual acting on behalf of or
with the authority of the Representative is convicted of a felony punishable by a fine
and/or prison sentence, the Representative shall notify LRN immediately and will
completely sever all ties between the Representative and that person within seven (7)
days of it becoming aware of the conviction.

6. 5
10.3 LRN may terminate the agreement on thirty (30) days’ written notice if:
(a) the Representative fails to meet Target stipulated in the Schedule to this
Agreement subject to paragraph 7.1, 7.2 or 7.3;
(b) the Representative fails to meet its obligation under paragraph 10.2, or
(c) the Representative loses or otherwise fails to maintain the necessary
government recognition required for provision of LRN qualifications in
[insert country/countries].
10.4 On termination of this agreement in any circumstances, the parties shall co-operate to
take reasonable steps as may be available to ensure that any current registrations for
any LRN qualifications are not materially disadvantaged with respect to any
forthcoming examinations.
11. CONDITIONS FOLLOWING TERMINATION
11.1 On termination the Representative shall:
(a) not hold themselves out as the operators of LRN business;
(b) not make or receive telephone calls in connection with LRN business;
(c) pass enquiries, details of potential customers to LRN;
(d) not divulge or use any Confidential Information;
(e) return all stationery; and
11.2 In addition, the Representative shall:
(a) not engage in any business which competes with LRN business in [insert
country/countries] for a period of twelve (12) months after termination;
(b) not compete with LRN business within [insert country/countries] of any other
Representative for a period of twelve (12) months after termination;
(c) not enter into any arrangement with any examination board or awarding
body in direct competition with LRN for a period of twelve (12) months after
termination;
(d) not, for a period of twelve (12) months after termination, solicit or recruit any
employees of LRN or any individuals employed in the Representative’s
Business in the last six months prior to termination.

7. 6
12. ASSIGNMENT AND SUB-CONTRACTING
12.1 The Representative shall not transfer, assign, licence or sub-contract any rights and
benefits of this Agreement without the prior written consent of LRN.
13. CONFIDENTIALITY
13.1 Each of the parties will keep confidential (both during and after termination of this
agreement) all information concerning the operations of either party which is obtained
and received as a result of the entering into or the performance of this agreement
unless the information is in the public domain or the disclosing party is under legal
obligation to disclose the information.
13.2 No announcement in relation to this agreement or its items shall be made by either
party without consultation with the other party.
14. PROPER LAW AND ARBITRATION
14.1 This agreement shall be governed by English law.
14.2 Any dispute arising out of or in connection with this agreement which cannot be
settled amicably between the parties to this agreement shall be finally settled with the
arbitration rules of the International Chamber of Commerce by a single arbitrator
appointed in accordance with those rules. The arbitration shall be conducted in
London.

8. 7
SIGNED by
JASON RAIFE
DIRECTOR OF BUSINESS DEVELOPMENT
for and on behalf of
LEARNING RESOURCE NETWORK
SIGNED by
[INSERT NAME]
[INSERT ROLE eg. DIRECTOR, CHAIRMAN, etc]
for and on behalf of
[insert name of organisation]

9. 8
SCHEDULE
Territory: [insert country/countries]
Targets:
Country
Targets (number of student registrations)
Initial Period
[insert year/dates]
[insert
year/dates]
[insert
year/dates]
[insert
year/dates]