Agreement for the provision of Training Services to The client by Sustrain UK Limited

1) Description of Training, delivery dates, venue and costs

<Insert Training information>

Please note that in addition to the training, each attendee is entitled to an hour’s follow-up executive coaching. The coaching will be provided by James Garrett to ICF (International Coaching Federation) standards and will be conducted face-to-face where possible, or else over the telephone.

2) Training Objectives

<Insert Training objectives>

The objective of the follow-up executive coaching is to support the transfer of learning back to the workplace.

3) Critical Success Factors (CSFs)

The CSFs for a successful training intervention are :

<Insert CSFs>

4) Review and Evaluation

The training programme will be reviewed in the following ways amongst others :

a. delegates’ feedback will be collected to capture their immediate response to the training

b. informal discussions with client colleagues to gather qualitative and anecdotal feedback

c. a summary review report will be prepared, primarily to log the extent to which the objectives have been achieved, citing examples.

d. In conjunction with The client, an evaluation of the training will be made. This will also propose what else, if anything, needs to be done to fully realise The client’s objectives and the associated benefits.

5) Responsibilities

a. James Garrett is responsible for the following

i. Designing and delivering training, including materials, as specified

ii. Providing Training outlines for the client to circulate internally

iii. Providing follow-up coaching to delegates who express an interest

iv. Agreeing with managers and directors the boundaries and expectations of the coaching

v. Reviewing the training

b. The client is responsible for the following

i. Inviting staff onto the training course and circulating the training outlines

ii. Booking the training room venue and equipment, and arranging lunch/refreshments

iii. Managing the administrative aspects e.g. logging attendees, participants’ travel and accommodation

iv. Notifying the trainer if any course has fewer than 6 or more than 12 attendees

v. Providing, if applicable, a Purchase Order Number to be quoted on invoices

c. The client and James Garrett are jointly responsible for the following

i. Engaging line managers in their pivotal role in embedding the training

ii. Arranging a meeting or conference call to post-evaluate the training

6) Payment

Please note that invoices are in £GBP and payable within 14 calendar days of the receipt of the invoice.

Please provide a Purchase Order if appropriate, and advise any other measures to speed payment.

7) Terms & Conditions

SustrainUK’s full terms and conditions of supply are detailed below in Appendix 1. Please be aware of the two sections highlighted in blue

• section 3 Fees & Payment
• section 4.3 Termination and Cancellation

Appendix 2 is a non-disclosure agreement that protects the confidentiality of any commercially sensitive client information that is used or discussed during the training.

APPENDIX 1

STANDARD TERMS AND CONDITIONS FOR SUPPLY OF SERVICES OF Sustrain UK Limited

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Proposal;

1.2 “the client” means the organisation or person who purchases services from the Supplier;

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 “Proposal” means a statement of work, quotation or other similar document describing the services to be provided by the Supplier;

1.5 “Supplier” means Sustrain UK Limited, registered at Redington Court, 69 Church Road, Hove BN3 2BB

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the client.

2.2 Before the commencement of the services the Supplier shall submit to the client a Proposal which shall specify the services to be performed and the fees payable. The client shall notify the Supplier immediately if the client does not agree with the contents of the Proposal. All Proposals shall be subject to these Terms and Conditions.

3 FEES AND PAYMENT

3.1 The fees for the performance of the services are as set out above, and in the proposal. The Supplier shall invoice the client for the services and for reasonable out-of-pocket expenses incurred in providing those services.

3.2 Invoiced amounts shall be due and payable within 14 calendar days of receipt of invoice. If the client’s procedures require that an invoice be submitted against a purchase order the client shall be responsible for issuing such purchase order before the services are rendered.

4 CUSTOMER’S OBLIGATIONS

4.1 To enable the Supplier to perform its obligations under this Agreement the client shall:

4.1.1 co-operate with the Supplier;

4.1.2 provide the Supplier with any information reasonably required by the Supplier;

4.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and

4.1.4 comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.

4.2 The client shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the client’s failure to comply with Clause 4.1.

4.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the client unlawfully terminates or cancels the services agreed to in the Proposal, the client shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than 14 calendar days’ written notice the full amount of the services contracted for as set out in the Proposal, and the client agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.

4.4 In the event that the client or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the client as soon as possible and:

4.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;

4.4.2 if applicable, the timetable for the project will be modified accordingly;

4.4.3 the Supplier shall notify the client at the same time if it intends to make any claim for additional costs.

5 ALTERATIONS TO THE PROPOSAL

5.1 The parties may at any time mutually agree upon and execute new Proposals. Any alterations in the scope of services to be provided under this Agreement shall be set out in the new Proposal, which shall reflect the changed services and fees and any other terms agreed between the parties.

5.2 The client may at any time request alterations to the Proposal by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

5.3 Where the Supplier gives written notice to the client agreeing to perform any alterations on terms different to those already agreed between the parties, the client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

5.4 Where the Supplier gives written notice to the client agreeing to perform alterations on terms different to those already agreed between the parties, and the client confirms in writing that it wishes the alterations to proceed on those terms, the Proposal shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

6 WARRANTY

6.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

6.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.

7 INDEMNIFICATION

The client shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the client’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Proposal infringes a patent, copyright or trade secret or other similar right of a third party.

8 LIMITATION OF LIABILITY

8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the client to which the claim relates.

8.2 In no event shall the Supplier be liable to the client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the client incurring such a loss.

8.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

9 TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

9.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

9.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

9.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

9.4 the other party ceases to carry on its business or substantially the whole of its business; or

9.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the client shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

11 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

12 INDEPENDENT CONTRACTORS

The Supplier and the client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the client and such engagement shall not relieve the Supplier of its obligations under this Agreement.

13 ASSIGNMENT

The client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

14 SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

15 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

16 NOTICES

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

17 ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

18 NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

19 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

APPENDIX 2

NON DISCLOSURE AGREEMENT

The Parties agree that :

1. “The client” means all The client’s companies, affiliates, entities that are controlled byThe client. (“Control” means the ability whether directly or indirectly to direct the affairs of a company by means of ownership, contract or otherwise.)

“Confidential information” shall mean all information made available at any time (whether in written or electronic form or orally) by The client or its Representatives to the Training Provider or its Representatives (“Representatives” means any and all employees or other representatives);

2. As a result of the services provided by the Training Provider to The client it may be necessary to disclose to the Training Provider Confidential Information of The client.

3. The Training Provider undertakes in respect of Confidential Information:

(a) to treat such Confidential Information as confidential and maintain adequate security measures to safeguard such Confidential Information from unauthorised access, use and misappropriation;

(b) not without The client’s prior written consent communicate or disclose any part of such Confidential Information to any person except to those personnel whose access to the confidential information is essential;

(c) to ensure that all persons and bodies within the organisation of the Training Provider are made aware, prior to the disclosure of such Confidential Information, of the confidential nature thereof, to take full responsibility and liability for any and all breaches of the terms and conditions contained in this Agreement by the persons and bodies mentioned and to procure at any time at the request of The client for any of these persons to sign a separate confidentiality undertaking;

4. The obligations of confidentiality in Clause 3 above shall not apply to any portion of Confidential Information where the Training Provider can demonstrate that the Confidential Information concerned is or has become publicly known through no fault of the Training Provider or its employees or the Training Provider is ordered by a court or legally obliged to disclose Confidential Information.

5. All material containing Confidential Information shall be and remains the property of The client, shall not be reproduced in whole or part without The client’s express written consent, and shall only be used for the provision of training and consultancy services. Any copies of the Materials shall become The client’s property.

6. Neither party shall make or permit others to use the name of the other party in any public announcements, promotional, marketing or sales materials or efforts without the prior written consent of the other party.

7. This Agreement shall become effective as of the date any Confidential Information is or was first made available to the Training Provider. The termination of this Agreement shall not affect the obligations set out in this Agreement.

8. This Agreement shall be governed by and construed in accordance with the English law and shall be subject to the exclusive jurisdiction of the Courts of England.