CEI APPLICATION - EC-Council

CEI APPLICATION - EC-Council CEI APPLICATION - EC-Council

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CERTIFIED EC-COUNCIL INSTRUCTOR AGREEMENT (VERSION 1.5) This Certified Instructor Agreement (the "Agreement") is made and entered into as of ………………(the “Effective Date”), by and between The International Council of EC-Commerce Consultants ( “EC-Council”), and …………………………………………………… (“you”), WHEREAS, EC-Council is a certification body which distributes, licenses and promotes Security and e- Business certification and training programs. WHEREAS, you are an individual applying to obtain and maintain Certified EC-Council Instructor (“CEI”) status. WHEREAS, the parties hereto agree to enter into an independent contractor relationship whereby you agree to perform your duties as a Certified EC-Council Instructor to conduct EC-Council courses only o to EC- Council licensed Accredited Training Centers. NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained as well as for other good and valuable consideration, the parties do hereby agree to the following: 1. QUALITY STANDARDS CEI agrees to uphold the high standards of EC-Council as stated in the written policies and procedures of the organization. CEI will maintain current knowledge of CEI‟s discipline in teaching and research. In all associations with students, CEI will accept the role of mentor, foster high aspirations, communicate effectively, and instruct intelligently. CEI will promote autonomous learning, encourage a participatory environment, identify learning resources, and guide students in developing a wider network of professional colleagues. CEI will approach his/her position in a cooperative and creative manner and encourage these traits in students. CEI will exhibit sensitivity to and an understanding of the diverse academic, socioeconomic, cultural, religious, ethnic, and geographic backgrounds of students. CEI agrees that EC-Council has the right to determine it its absolute discretion whether the Training Services meet EC-Council‟s high standard s of merchantability. In the event that EC-Council determines that the CEI is no longer meeting accepted level of quality and/or integrity, EC-Council agrees to advise and provide CEI with a commercially reasonable time of now less than two weeks to meet the above-referenced standards of quality and integrity. 2. PUBLIC NOTICES EC-Council may publish CEI‟s name, bio and photograph in its catalogues, websites, and promotional materials and provide contact information and other essential information. The CEI will keep current all details and information contained in CEI‟s file at EC- Council, and notifies EC-Council immediately should there be changes to the contact information. EC-Council reserves the right to update its CEI policies and procedures, as and when need arises. EC-Council shall use reasonable efforts to provide CEI with written notice of updates including announcement on CEI Portal. CEI agrees to comply with EC-Council updated policies and procedures within 30 days from EC- Council announcement on CEI portal. 3. INTELLECTUAL PROPERTY No title or the ownership of the marks provided to CEI pursuant to this agreement is transferred to CEI. EC- Council owns and retains all title and ownership of all intellectual property rights in the products, documentations and related materials. EC-Council does not transfer any portion of such title and ownership, or any of the associated goodwill to CEI , and this Agreement should not be construed to grant CEI any right or license, whether by application, estoppels, or otherwise, except as expressly provided, CEI agree to be bound by and observe the proprietary nature of the products acquired by reason of CEI status under this Agreement. All rights not expressly granted herein are reserved by EC-Council. 4. AMENDMENTS This Agreement represents the complete agreement between the parties, superseding any other prior or contemporaneous oral or written agreements. Any changes, corrections or additions to this Agreement shall be in writing in the form of a supplemental agreement signed by all necessary parties and setting forth therein the proposed change, correction or addition. 5. RESTRICTIONS a. CEI shall employ best efforts to use the CEI marks and designation in a manner that does not derogate from EC-Council‟s rights in the marks and designation, and shall take no action that may interfere with or diminish EC-Council‟s rights in the marks or designation. b. CEI shall not use EC-Council training materials or any materials thereof, in the delivery of non-EC- Council Courses or for any other purposes. c. CEI shall not negotiate and enter into any Agreement with EC-Council Authorized Training Centers (other than the Sponsoring ATC) to prepare and teach any EC-Council course, without the prior written consent of EC-Council.

d. CEI shall not teach any EC-Council course that CEI did not attend the relevant course class and/or did not pass the relevant course exam e. CEI agrees not to file any new trademark, collective mark, service mark, certification mark, and/or trade name application (s), in any class and in any country, for any trademark, collective mark, service mark, certification mark, and/or trade name that, in EC- Council’s opinion is the same as, similar to, or that contains, in whole or in part, any or all of EC- Council’s trademark, collective mark, service mark, certification mark, and/or trade name, including without limitation, the Marks Training under this Agreement. f. CEI agrees not to register or use his/her own or any internet domain name which contains EC-Council’s marks or other trademarks in whole or in part or any other name which is confusingly similar thereto. g. CEI agrees to exert best efforts to prevent the unauthorized manufacture, copying, distribution or use of the EC-Council courses and student kits, and any component thereof. h. CEI agrees to take all available steps to protect EC- Council and its products, certification exams, and courseware against piracy or other infringement of any copyright or trademark, and the misappropriation or unauthorized disclosure of any EC-Council trade secret or confidential information and to protect EC- Council’s right, title, and interest in and to the EC - Council products, technologies and courseware. i. CEI agrees not to make public statements about EC- Council without the prior written consent of EC- Council. j. CEI agrees to promptly notify EC-Council at cei@eccouncil.org (or such other contact information specified by EC-Council from time to time) with specific details of any illegal use or copying of any courseware or other infringement of any mark of EC-Council, of any misappropriation or unauthorized disclosure if any trade secrets or confidential information of EC-Council. k. CEI agrees to immediately cease all used of EC- Council designation and marks upon the expiration or other termination of this Agreement. l. This section will survive the expiration or other termination of this Agreement. 6. TERM AND RENEWAL The initial term of this Agreement is one (1) year, commencing on the Effective Date. Thereafter, this Agreement will automatically renew for successive one (1) year terms, unless one party gives notice to the other party that it does not desire that the term be renewed or the Agreement is terminated in accordance to Clause 7. 7. TERMINATION OF AGREEMENT Termination By EC-Council: Without prejudice to any rights EC-Council may have under this Agreement or in law, equity or otherwise, EC-Council may terminate this Agreement immediately, including termination of CEI certification, if CEI materially fail to comply with any of the terms of this Agreement (“Default” ). Defaults shall include the following events: a. CEI fails to perform any of his/her obligations under this Agreement. b. CEI offers trainings without complying with the testing requirements of the Agreement, or if CEI discontinue offering the Training services. c. If any government agency or court finds that Training services as provided by CEI are defective or improper in any way, manner or form. d. If any actual or potential adverse publicity or other information said about CEI, his/her provision of Training services, or CEI use of the Marks causes EC-Council, in its sole judgment, to believe that EC- Council ‘s reputation will be adversely affected. e. If CEI fail to comply with the continuing certification requirement or EC-Council updated policies and procedures available on Certification website or CEI Portal. f. If CEI engages in misappropriation or unauthorized disclosure of any trade secret or confidential information of EC-Council or pirate any EC-Council product or course, or otherwise infringe any other intellectual property right of EC-Council, or engage in any other activities prohibited by law. g. If CEI misrepresents his/her certification status or relationship with EC-Council. h. If CEI offers Training Services below the standard of quality and integrity determined by EC-Council. i. If CEI offers Training Services of competitor’s courses at any ATC, or EC-Council courses at an EC-Council unauthorized ATC. In the event that a Default occurs, EC-Council will use reasonable efforts to provide CEI with written notice of termination of the Agreement. Termination by Either Party: Each party may terminate this Agreement at any time, with or without cause, on thirty (30) calendar days’ prior notice to the other party.

CERTIFIED <strong>EC</strong>-COUNCIL INSTRUCTOR<br />

AGREEMENT (VERSION 1.5)<br />

This Certified Instructor Agreement (the "Agreement") is<br />

made and entered into as of ………………(the<br />

“Effective Date”), by and between The International<br />

<strong>Council</strong> of <strong>EC</strong>-Commerce Consultants ( “<strong>EC</strong>-<strong>Council</strong>”),<br />

and ……………………………………………………<br />

(“you”),<br />

WHEREAS, <strong>EC</strong>-<strong>Council</strong> is a certification body which<br />

distributes, licenses and promotes Security and e-<br />

Business certification and training programs.<br />

WHEREAS, you are an individual applying to obtain<br />

and maintain Certified <strong>EC</strong>-<strong>Council</strong> Instructor (“<strong>CEI</strong>”)<br />

status.<br />

WHEREAS, the parties hereto agree to enter into an<br />

independent contractor relationship whereby you agree<br />

to perform your duties as a Certified <strong>EC</strong>-<strong>Council</strong><br />

Instructor to conduct <strong>EC</strong>-<strong>Council</strong> courses only o to <strong>EC</strong>-<br />

<strong>Council</strong> licensed Accredited Training Centers.<br />

NOW, THEREFORE, in consideration of the promises<br />

and mutual covenants herein contained as well as for<br />

other good and valuable consideration, the parties do<br />

hereby agree to the following:<br />

1. QUALITY STANDARDS<br />

<strong>CEI</strong> agrees to uphold the high standards of <strong>EC</strong>-<strong>Council</strong><br />

as stated in the written policies and procedures of the<br />

organization. <strong>CEI</strong> will maintain current knowledge of<br />

<strong>CEI</strong>‟s discipline in teaching and research. In all<br />

associations with students, <strong>CEI</strong> will accept the role of<br />

mentor, foster high aspirations, communicate<br />

effectively, and instruct intelligently. <strong>CEI</strong> will promote<br />

autonomous learning, encourage a participatory<br />

environment, identify learning resources, and guide<br />

students in developing a wider network of professional<br />

colleagues. <strong>CEI</strong> will approach his/her position in a<br />

cooperative and creative manner and encourage these<br />

traits in students. <strong>CEI</strong> will exhibit sensitivity to and an<br />

understanding of the diverse academic, socioeconomic,<br />

cultural, religious, ethnic, and geographic backgrounds<br />

of students.<br />

<strong>CEI</strong> agrees that <strong>EC</strong>-<strong>Council</strong> has the right to determine it<br />

its absolute discretion whether the Training Services<br />

meet <strong>EC</strong>-<strong>Council</strong>‟s high standard s of merchantability.<br />

In the event that <strong>EC</strong>-<strong>Council</strong> determines that the <strong>CEI</strong> is<br />

no longer meeting accepted level of quality and/or<br />

integrity, <strong>EC</strong>-<strong>Council</strong> agrees to advise and provide <strong>CEI</strong><br />

with a commercially reasonable time of now less than<br />

two weeks to meet the above-referenced standards of<br />

quality and integrity.<br />

2. PUBLIC NOTICES<br />

<strong>EC</strong>-<strong>Council</strong> may publish <strong>CEI</strong>‟s name, bio and<br />

photograph in its catalogues, websites, and promotional<br />

materials and provide contact information and other<br />

essential information. The <strong>CEI</strong> will keep current all<br />

details and information contained in <strong>CEI</strong>‟s file at <strong>EC</strong>-<br />

<strong>Council</strong>, and notifies <strong>EC</strong>-<strong>Council</strong> immediately should<br />

there be changes to the contact information.<br />

<strong>EC</strong>-<strong>Council</strong> reserves the right to update its <strong>CEI</strong> policies<br />

and procedures, as and when need arises. <strong>EC</strong>-<strong>Council</strong><br />

shall use reasonable efforts to provide <strong>CEI</strong> with written<br />

notice of updates including announcement on <strong>CEI</strong><br />

Portal. <strong>CEI</strong> agrees to comply with <strong>EC</strong>-<strong>Council</strong> updated<br />

policies and procedures within 30 days from <strong>EC</strong>-<br />

<strong>Council</strong> announcement on <strong>CEI</strong> portal.<br />

3. INTELL<strong>EC</strong>TUAL PROPERTY<br />

No title or the ownership of the marks provided to <strong>CEI</strong><br />

pursuant to this agreement is transferred to <strong>CEI</strong>. <strong>EC</strong>-<br />

<strong>Council</strong> owns and retains all title and ownership of all<br />

intellectual property rights in the products,<br />

documentations and related materials. <strong>EC</strong>-<strong>Council</strong> does<br />

not transfer any portion of such title and ownership, or<br />

any of the associated goodwill to <strong>CEI</strong> , and this<br />

Agreement should not be construed to grant <strong>CEI</strong> any<br />

right or license, whether by application, estoppels, or<br />

otherwise, except as expressly provided, <strong>CEI</strong> agree to<br />

be bound by and observe the proprietary nature of the<br />

products acquired by reason of <strong>CEI</strong> status under this<br />

Agreement.<br />

All rights not expressly granted herein are reserved by<br />

<strong>EC</strong>-<strong>Council</strong>.<br />

4. AMENDMENTS<br />

This Agreement represents the complete agreement<br />

between the parties, superseding any other prior or<br />

contemporaneous oral or written agreements. Any<br />

changes, corrections or additions to this Agreement<br />

shall be in writing in the form of a supplemental<br />

agreement signed by all necessary parties and setting<br />

forth therein the proposed change, correction or<br />

addition.<br />

5. RESTRICTIONS<br />

a. <strong>CEI</strong> shall employ best efforts to use the <strong>CEI</strong> marks<br />

and designation in a manner that does not derogate<br />

from <strong>EC</strong>-<strong>Council</strong>‟s rights in the marks and<br />

designation, and shall take no action that may<br />

interfere with or diminish <strong>EC</strong>-<strong>Council</strong>‟s rights in the<br />

marks or designation.<br />

b. <strong>CEI</strong> shall not use <strong>EC</strong>-<strong>Council</strong> training materials or<br />

any materials thereof, in the delivery of non-<strong>EC</strong>-<br />

<strong>Council</strong> Courses or for any other purposes.<br />

c. <strong>CEI</strong> shall not negotiate and enter into any Agreement<br />

with <strong>EC</strong>-<strong>Council</strong> Authorized Training Centers (other<br />

than the Sponsoring ATC) to prepare and teach any<br />

<strong>EC</strong>-<strong>Council</strong> course, without the prior written consent<br />

of <strong>EC</strong>-<strong>Council</strong>.

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