Instructor Agreement  

 

This agreement is on dated: -


PARTIES

CLIDE Management Consulting Pvt. Ltd with its registered office at 41 A, Survey Nagar, Jaitala Road Nagpur – 440022 as (CLIDE); and

Mr. ____________________________,  Address refered as (E-Learning Consultant)


BACKGROUND

CLIDE is a global provider of independent consulting services including training, e-learning, and web-based software.

CLIDE is a private organization, which has designed & developed its own e-learning management system (LMS) platform. CLIDE is an established provider of e-learning services, specifically in the domain of safety. CLIDE has planned to carry out widespread marketing to promote and sell these products in India and outside the Indian market.

CLIDE has a number of contacts and access to further contacts, who may be interested in purchasing various online courses.

Mr. ____________ desires to enter into the online training business by developing content for CLIDE e-learning business. CLIDE will design, develop, market, and sell e-learning solutions (using the LMS) to clients in accordance with the terms below.

 

A GREED TERMS

1. I NTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.

Client: a business having its principal place of business in the Territory who or purchases a Training Course.

Commencement Date: has the meaning given to it in clause 12.

Confidential Information: information of a confidential nature, including but not limited to the terms of this agreement, prospective and actual client lists, trade secrets and information of commercial value, disclosed by either party, its employees, officers or representatives, in any form whether or not marked as confidential, to the other party or the Clients.

  • Contract: a contract for a Training Course entered into during the term of this agreement with a Client.

  • Fee: the amount due to CLIDE or Mr. _________ as set out in Schedule A.

  • Live Training Courses: Training Courses, which is instructor, led at the appointed time.

  • Promotional Materials: the marketing literature including brochures, pamphlets, articles, merchandise promoting and marketing the business of CLIDE.

  • Services: the services supplied by CLIDE, as from time to time, set out in Schedule A.

  • Targets: the monthly targets to be set by CLIDE as from time to time agreed by the parties.

  • Territory: as identified in the Schedule.

  • Training Courses: the training courses as from time to time set out in Schedule C which shall be available through the LMS.

  • Training Materials: the materials created and/or used by CLIDE for the purposes of the Training Courses.


A business includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

Clause, Schedule, and paragraph headings shall not affect the interpretation of this agreement.

The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the Schedules.

Words in the singular shall include the plural and vice versa.

A reference to a statute or statutory provision is a reference to it as it is in force, for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

Any words following the terms including include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

 

2. SERVICES

CLIDE appoints MR. ____________ (E-Learning Consultant) on a non-exclusive basis to supply the Services on the terms of this agreement.

E-Learning Consultant shall achieve the Targets as agreed between the parties.

E-Learning Consultant shall: act faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;

use its best endeavors to supply the Services
use its best endeavors to design and develop the Training Courses;
use its best endeavors to promote, market and support the Training Courses in accordance with this agreement;
promptly and efficiently perform the Services as and when required with all the highest skill and due care in accordance with the good industry practice and this agreement;
keep detailed and accurate records of all activities undertaken in relation to the provision of the Services and shall provide CLIDE with reports at such intervals and in such form as CLIDE may from time to time require; and
at all times comply with all applicable laws; and

comply with all reasonable and lawful instructions of CLIDE.

 

E-Learning Consultant shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorized to bind CLIDE in any way, and shall not do any act which might reasonably create the impression that E-Learning Consultant is so authorized. E-Learning Consultant shall not make or enter into any contracts or commitments or incur any liability for or on behalf of CLIDE, including for the provision of the Services or the price for them.

E-Learning Consultant shall not make or give any representations, warranties or other promises concerning the Training Courses which are not contained in CLIDE's marketing material.

At all times E-Learning Consultant shall act in good faith and must immediately notify CLIDE of any discussions or inquiries from Clients regarding the Training Courses.

E-Learning Consultant shall comply with all applicable law in respect of the Services and shall be responsible at its own cost for obtaining any and all necessary licenses, authorizations, permits, and other consents necessary under applicable laws and regulations for the performance of the Services to which he has been assigned.


3. DELIVERY

E-Learning Consultant acknowledges that time is of the essence in the performance of the Services and E-Learning Consultant must provide the Services without delay.

 

E-Learning Consultant  must:

  • commence the Services at the date of this agreement

  • allocate sufficient time to the Services to enable it to comply with its obligations under this agreement

  • complete the Services in accordance with the schedule agreed by the parties;

  • notify CLIDE of any actual or potential delays or disruption;

  • take all necessary steps to minimize the effect of any delays or disruption on the Services;

  • ensure availability for online webinars from time to time

E-Learning Consultant shall notify CLIDE upon the completion of the content of each Training Course in order for CLIDE to review/approve.

 

E-Learning Consultant shall:

  • provide CLIDE with the necessary presentation for CLIDE to carry out the review;

  • be available to demonstrate how each Training Course works; and

  • be available to deal with any queries CLIDE may raise.

If any reviews show that any part of the Training Courses or any other part of the Services is not in compliance, E-Learning Consultant, shall immediately remedy any such changes and submit the same to CLIDE for further review.

Any approved Training Courses may require amended in any way by CLIDE, E-Learning Consultant shall do the same with the written consent of CLIDE.

Any review of the Training Courses does not release E-Learning Consultant from any breach of this agreement or any liability it may have under this agreement. The overall responsibility of the quality of work (content development) shall rest solely with E-Learning Consultant.


4. CHANGES

CLIDE shall notify E-Learning Consultant of any material change to its requirements under this agreement.

E-Learning Consultant shall use all reasonable endeavors to accommodate any changes to the needs and requirements of CLIDE.


5. FEES AND PAYMENT

In consideration for the satisfactory performance of the Services,the Fee set out in Schedule B shall be payable.

For the avoidance of doubt, E-Learning Consultant acknowledges the Fee shall only apply to the Training Courses provided by E-Learning Consultant and not any other training courses provided by CLIDE which shall fall outside of this agreement.

Subject to clause 8.1 and upon receipt of E-Learning Consultant s correctly prepared invoice(s), CLIDE will pay to E-Learning Consultant the undisputed part of the Fee.

If CLIDE disputes any part of an invoice, CLIDE shall have no obligation to pay the disputed part of the invoice until this is resolved by the parties.

E-Learning Consultant shall bear and pay any kind of taxes, duties, charges or assessments levied on E-Learning Consultant, in accordance with all and any applicable laws.

In the event any taxes levied on E-Learning Consultant shall be collected through withholding of payments to E-Learning Consultant under the relevant law concerned, CLIDE shall deduct such amount of taxes from the payments due to E-Learning Consultant and pay the same to the relevant authorities by CLIDE.

If any dispute arises as to the amount payable by CLIDE to E-Learning Consultant under this Agreement, the same shall be referred to CLIDE's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.


6. INTELLECTUAL PROPERTY

E-Learning Consultant acknowledges and agrees that all Intellectual Property Rights in the Promotion Materials, reports, and the Training Materials, the contents of any e-learning Courses developed listed at paragraph 2 of Schedule A belong to and remain the property of CLIDE.

Anything created by CLIDE pursuant to this agreement which contains Intellectual Property Rights (including the Training Courses designed and developed by CLIDE), shall immediately upon creation vest in and shall be and remain the sole and exclusive property of CLIDE.

7. CONFIDENTIALITY

Each party agrees that it shall at all times (both during the term of this agreement and after its termination) keep confidential, and shall not without the prior written consent of the other party (Disclosing Party) use (other than as permitted in clause 7.2) or disclose to any third party (other than as permitted in clause 7.3) any Confidential Information of the Disclosing Party, unless such information:

  • was public knowledge or already known to the Receiving Party at the time of disclosure;

  • subsequently becomes public knowledge other than by breach of this agreement;

  • subsequently comes lawfully into the possession of the Receiving Party from a third party;

  • is agreed by the parties not be confidential or to be disclosable; or

  • is developed by or for the Receiving Party independently of the Confidential Information.

The Receiving Party may use the Disclosing Party's Confidential Information in the performance of its obligations and the exercise of its rights under this agreement.

The Receiving Party may, to the extent necessary to implement the provisions of this agreement (but for no other reason), disclose the Disclosing Party's Confidential Information:

  • where necessary to comply with any law, regulation, order or legitimate request, to any relevant governmental or other authority or regulatory body;

  • where the Receiving Party is a body corporate, to any member of the same group of companies; or

  • to any employees, officers or representatives of the Receiving Party

provided that, before any such disclosure parties shall make those persons aware of its obligations of confidentiality under this agreement.

8. COMMENCEMENT AND DURATION

This agreement shall commence on the date when it has been signed by all the parties (Commencement Date) and shall continue for a period of 3 year unless terminated earlier in accordance with this agreement.

 

9. TERMINATION

Without prejudice clause 7.4 and to any rights that have accrued under this agreement or any of its rights or remedies, CLIDE may at any time terminate this agreement by providing not less than 30 days’ notice to E-Learning Consultant.

 

10. CONFLICT OF INTEREST

For the duration of this agreement, E-Learning Consultant shall not be entitled to offer other training courses, which are similar to the Training Courses

 

11. LIMITATION OF LIABILITY

The entire liability of CLIDE under this agreement (regardless of under contract, tort or otherwise) is the amount payable under this agreement.

 

12. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

 

Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement. 

Nothing in this clause shall limit or exclude any liability for fraud

 

13. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).  

 

14. ASSIGNMENT

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

 

15. SEVERANCE

If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.

If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.

 

16. NOTICE

Any notice or other communication required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by post or recorded delivery or by commercial courier, to each party required to receive the notice or communication as set out at the beginning of this agreement or as otherwise specified by the relevant party by notice in writing to each other party

A notice or other communication required to be given under this agreement shall not be validly given if sent by e-mail.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

17. THIRD-PARTY RIGHTS

No person other than a party to this agreement shall have any rights to enforce any term of this agreement.

 

18. GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with Indian law.

The parties irrevocably agree that the courts of India shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.

This agreement has been entered into on the date stated at the beginning of it.


 

Signed by [

]

.......................................

for and on behalf of MR. ___________

Name:

 

 

Date:

  

 

Signed by [

]

.......................................

for and on behalf of CLIDE

 

Name:

Management Consultancy Pvt. Ltd

Date:

 



Schedule A


1.          Services & scope

1.1  Develop training course content that is reviewed and approved by CLIDE and offered through the CLIDE LMS, which is designed, owned, and maintained by CLIDE.


The Services shall be as agreed from time to time by CLIDE and E-Learning Consultant which at the date hereof includes:

  • Providing training course content to CLIDE

  • Develop case studies relevant to training courses

  • Develop quiz relevant to training courses

  • Co-ordinate with e-learning team for developing e-learning course

  • Deliver online webinar for training courses

  • Help developing simulation game for training courses


E-Learning Consultant shall perform remote diagnosis and, where possible, correction of faults and specifically to correct all errors, in training courses.

 

2. Payment Terms

2.1  The Fees shall be paid within 30 working days of receipt of an invoice from E-Learning Consultant (as appropriate) after receipt of the payment from the relevant Client.



Schedule B

Fees

1.   Fees

 

1.1   Upon CLIDE achieving the following the Fee set out in paragraphs 1.2 shall be due to E-Learning Consultant:

    (i)  satisfactory completion and delivery of the Services in accordance with this agreement;

    (ii) a Contract is in place;

    (iii) and payment from the relevant Client has been received.

 

1.2      Fees

1.2.1The following applicable Fee shall be due to E-Learning Consultant in respect of the Training Services

Percentage (%) of Net Income on each Training Course

Criteria

30%

E-Learning Consultant

70%

CLIDE

 

1.3  For the purposes of this Schedule B

Net Income: means the payments received by CLIDE for the Training Course element only under a Contract less any service tax as applicable. For the avoidance of doubt, if the Contract includes other services (including other training courses), the fee in respect of such other services shall not be included in the determination of the Net Income.