Truth at Work Trainer Certification Agreement

Trainer Certification Agreement
(Truth at Work Course / Registered Organization) 

This Agreement (“Agreement”) is made as of the start date appearing below (the “Agreement Date”) between Leadership IQ, Inc. (“Leadership IQ”) and the individual identified below (the “Trainer”) whose name and address appears below and who is employed by the company indicated below (“Company”).  Leadership IQ and Trainer are collectively referred to as the “Parties” and each is a “Party.”

By signing below, the Trainer and Leadership IQ agrees to the pricing and terms indicated on Exhibit A and Exhibit B attached to this signature page. 

Exhibit A
Truth at Work / Trainer Certification Pricing

 

  1. Trainer Certification. Trainer will attend the [Truth at Work / Trainer Certification] educational program.  If Trainer successfully completes the program, the Trainer will be certified by Leadership IQ to teach the [Truth at Work] program (the “Licensed Program”) to other employees of the Company.  To maintain certified status after the first year, Trainer must pay the annual renewal fee indicated below: 
    1. Initial Training Fee: $1,695.00
    2. Annual Renewal Fee: $1,695.00 (due on second anniversary of initial certification and each 2 year anniversary thereafter).

Leadership IQ may change these fees from time to time and any change in fee will be binding thirty (30) days after notice to Trainer with respect to any future renewals.

  1. Invoicing and Payment. Leadership IQ will invoice Trainer on the Agreement Date for the Initial Training Fee and will invoice Trainer thirty (30) days prior to each successive anniversary for the then-applicable Annual Renewal Fee.  Invoices are due on receipt.  Amounts not paid when due will bear interest at the rate of 1.5% per month until paid in full.  Checks returned for insufficient funds will bear a $35 NSF fee. 
  2. Authorized Training. For so long as Trainer is certified for the Licensed Program, Trainer may conduct training sessions on the Licensed Program for employees of the Organization.  Trainer may reproduce Leadership IQ’s authorized training materials provided by Leadership IQ for such purpose (the “Program Materials”).  Trainer must follow all of the requirements and restrictions for such training sessions as Leadership IQ stipulates in the Licensed Program or in any subsequent written communications to Trainer.
  3. Restrictions. Trainer may not (a) provide training on the Licensed Program for any persons who are not employees of the Organization, (b) provide training on the Licensed Program for any fee or other compensation, (c) publish or publicly-display the Licensed Program training or any of the Program Materials (whether on the web, via video recording or via any other means) or (d) provide training on the Licensed Program at any time after Trainer has ceased to be certified by Leadership IQ in accordance with this Agreement.  Trainer may not create any derivative works that utilize or contain any elements of the Licensed Program or the Program Materials or that use any copy written or trademarked terms from the Licensed Program or the Program Materials. 

Exhibit B
Terms and Conditions
  1. Term and Termination. This Agreement shall commence on the Agreement Date and will continue indefinitely until terminated in accordance with its terms.  Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events:  (i) the failure of Trainer to pay the Fees in the amount required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement (other than a breach described in subsection (i) above), and if capable of cure, such breach remains uncured ten (10) days after the non-breaching party gives written notice thereof to the breaching party; or (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party’s assets.  Leadership IQ may terminate this Agreement at the end of any annual license period by giving written notice at least thirty (30) days prior to the anniversary of the Agreement Date.
  2. Intellectual Property.
    1. Leadership IQ hereby grants to Trainer a non-exclusive, non-transferable, royalty-free license, without the right to sublicense, exercisable solely during the term of this Agreement, to access and use the Program Materials in the manner permitted by this Agreement. Except for the rights expressly granted above, this Agreement does not transfer from Leadership IQ to Trainer any rights in or to the Program Materials, and all rights, titles, copyrights, and interests in and to the them shall remain solely with Leadership IQ.
    2. Leadership IQ’s trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Leadership IQ. Trainer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Leadership IQ. 
    3. Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Trainer sends to Leadership IQ relating to the Licensed Program or the Program Materials will be treated as being non-confidential and non-proprietary and Leadership IQ may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
  3. Limitation of Liability.
    1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LEADERSHIP IQ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PROGRAM OR THE PROGRAM MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND LEADERSHIP IQ HEREBY EXPRESSLY DISCLAIMS THE SAME.
    2. IN NO EVENT WILL LEADERSHIP IQ BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES), OR OTHER LIABILITY ARISING OUT OF OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF, OR THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (INCLUDING STRICT LIABILITY OR NEGLIGENCE), WHETHER OR NOT THEY HAVE BEEN ADVISED, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY, OF SUCH DAMAGES. LEADERSHIP IQ’S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF LEADERSHIP IQ IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER THIS AGREEMENT SHALL NEVER EXCEED ONE HUNDRED DOLLARS ($100).
  4. Destruction of Materials. Within five (5) days following expiration or any termination of this Agreement, Trainer shall (a) destroy all copies of the Program Materials within its possession or control and (b) certify in writing that it has complied with the foregoing obligation.
    1. Independent Contractor. Leadership IQ and Trainer are independent contractors and nothing contained in this Agreement places Leadership IQ and Trainer in the relationship of principal and agent, master and servant, partners or joint venturers.  Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
    2. Governing Law; Jurisdiction. This Agreement shall be interpreted and enforced in accordance with the substantive laws of the State of Georgia, without regard to its principles of conflicts of law.  Any dispute arising under this Agreement or out of performance of the obligations hereunder shall be brought exclusively in the state and federal courts sitting in Fulton County, Georgia and the Northern District of Georgia. 
    3. Headings; Entire Agreement; Amendments. The headings herein are for convenience only and are not part of this Agreement.  This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.  In case of a conflict between this Agreement and any invoice, purchase order, service order, work order, confirmation, correspondence or other communication of Trainer or Leadership IQ, the terms and conditions of this Agreement shall control.  No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by an authorized representative of Trainer and Leadership IQ.  This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto.
    4. Severability. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
    5. Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy.  No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
    6. Assignment; Successors.  Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other, except that each party may assign this Agreement without the other party's prior written consent in the case of a merger, acquisition or other change of control, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
    7. Attorneys’ fees. In the event that any action should be necessary for either party to enforce its rights under this Agreement, the prevailing party shall be entitled to be reimbursed for all reasonable costs, including, without limitation, reasonable attorneys’ fees, incurred in successfully enforcing its rights hereunder.

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