CEI APPLICATION - EC-Council
CEI APPLICATION - EC-Council CEI APPLICATION - EC-Council
Upon termination of this Agreement for any reason, CEI must immediately cease all display, advertising, and other use of the Marks and will return all badges and trademark collateral to EC-Council. Upon termination, all right granted under the Agreement will immediately and automatically revert to EC-Council. 8. CONFIDENTIALITY EC-Council may, from time to time provide information to CEI which it considers to be confidential shall, if tangible, be marked as such or if communicated orally, designated at the time and promptly confirmed in writing as such. Information that is so marked or designated and confirmed, and the Instructor Training Materials regardless of form or designation, shall be “Confidential Information” under this Agreement. Confidential Information shall be held in trust and used only as necessary for the performance of this Agreement. Confidential Information shall be treated with the same degree of care to avoid the disclosure to third parties as is used with respect to CEI own Confidential Information, not less than a reasonable degree of care. Confidential Information shall be disclosed only to those students or agents of a party who have a need to know such information and are under binding obligation of confidentiality with respect to any such information received. Confidential information shall not be disclosed by CEI any other third party without the prior written consent of EC-Council. CEI agrees to defend, indemnify and save EC-Council harmless from and against any and all damages, including reasonable attorney fees, sustained as a result of the unauthorized use or disclosure of the other party‟s Confidential Information. 9. HOLD HARMLESS PROVISION CEI agrees to indemnify and hold EC-Council harmless against any loss, damage , cost or expense (including reasonable legal fees) arising out of any claims or suits made against EC-Council. In no event will EC-Council be liable to CEI for any special, indirect, consequential, punitive, exemplary or any similar type of damages arising out of or in any way related to this Agreement. 10. REPRESENTATIONS AND WARRANTIES Each party represents and warrants that it has the right, power and authority to enter into this Agreement and to fully perform its obligations hereunder. 11. HANDLING OF DISPUTES Both parties agree that irreconcilable disputes will go to mediation, and, if that fails, by binding arbitration, costs shared equally. 12. APPLICABLE LAW / LEGAL FEES The laws of the State of New Mexico shall govern this Agreement. If any legal action, arbitration, or other proceeding is brought under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and expenses and other costs incurred in such action, arbitration or proceeding, in addition to any other relief to which it may be entitled. 13. ASSIGNMENT Neither party shall assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Any prohibited assignment or delegation shall be null and void. 14. NOTICES All notices and other communications required or permitted hereunder shall be deemed duly given only when in writing, signed by or on behalf of the person giving the same, and either (i) personally delivered (with receipt acknowledged), (ii) sent by registered or certified mail, return receipt requested, postage prepaid, or (iii) sent by overnight next business day courier, to the following addresses: EC-Council 6330 Riverside Plaza NW Albuquerque, NM 87120 USA or such other address as any party hereto shall have specified by notice in writing to the other party hereto. All such notices and communications shall be effective (i) when received or receipt refused if delivered by personal delivery or overnight courier, or (ii) upon three days following deposit in the mail if given by certified or registered mail, when delivered to the address specified above. 15. WAIVER Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing signed by the waiving party to be effective. Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. 16. SEVERABILITY If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which
will continue to be valid and enforceable to the fullest extent permitted by law. 17. ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, whether oral or written, between the parties with respect to the subject matter hereof. 18. NO THIRD PARTY BENEFICIARIES Nothing herein expressed or implied is intended or should be construed to confer upon or give to any Person other than the parties hereto and their successors and assigns any rights or remedies under or by reason of this Agreement. 24. INDEPENDENT CONTRACTOR The relationship of CEI and EC-Council established by this Agreement is that of independent contractors. This Agreement does not give either party the power to direct or control the day to day activities of the other, constitute the parties as partners, joint ventures, coowners, principal-agent, franchiser-franchisee, or otherwise participants in a joint or common undertaking, or allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above: EC-COUNCIL: Name CEI: Name 19. FORCE MAJEURE Neither CEI nor EC-Council shall be responsible for any delay in performance or failure to perform if caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond the parties' control and occurring without the fault or negligence ofF the delayed or non-performing party. Title Date Title Date 20. DISPARAGING REMARKS Both parties agree that they will not make any disparaging remarks, whether orally or in writing, about EC-Council or the CEI, their subsidiaries and/or related entities, their products, services, officers, board of directors, managers, supervisors, and employees, to any persons whatsoever during the term of this agreement. The obligation under this paragraph includes, but is not limited to, refraining from making any disparaging, degrading or demeaning remarks or casting any aspersions on EC-Council or the CEI which might have a harmful effect on their reputations. 21. GOVERNANCE In return for the assignment to teach the course previously specified in this contract, CEI acknowledges that the relationship with the EC-Council is governed by this agreement and that s/he will comply with the terms of this agreement. 22. MATERIALS CEI agrees to utilize all EC-Council prescribed materials and texts and to verify current versions of materials and texts and courses prior to the first schedule of the course. 23. COPYRIGHT CEI acknowledges that all EC-Council provided course materials and courses are copyrighted property of EC- Council and should be used only in the EC-Council program.
- Page 1 and 2: Item Challenge Form CEI (i-Business
- Page 3 and 4: E C - C o u n c i l Certi ed EC-Cou
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- Page 7 and 8: CEI (i-Business) Trainer Applicatio
- Page 9 and 10: Where can I find a schedule of Trai
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- Page 13 and 14: EC-Council ATC (i-Business) sponsor
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- Page 17: d. CEI shall not teach any EC-Counc
Upon termination of this Agreement for any reason, <strong>CEI</strong><br />
must immediately cease all display, advertising, and<br />
other use of the Marks and will return all badges and<br />
trademark collateral to <strong>EC</strong>-<strong>Council</strong>. Upon termination,<br />
all right granted under the Agreement will immediately<br />
and automatically revert to <strong>EC</strong>-<strong>Council</strong>.<br />
8. CONFIDENTIALITY<br />
<strong>EC</strong>-<strong>Council</strong> may, from time to time provide information<br />
to <strong>CEI</strong> which it considers to be confidential shall, if<br />
tangible, be marked as such or if communicated orally,<br />
designated at the time and promptly confirmed in<br />
writing as such. Information that is so marked or<br />
designated and confirmed, and the Instructor Training<br />
Materials regardless of form or designation, shall be<br />
“Confidential Information” under this Agreement.<br />
Confidential Information shall be held in trust and used<br />
only as necessary for the performance of this<br />
Agreement. Confidential Information shall be treated<br />
with the same degree of care to avoid the disclosure to<br />
third parties as is used with respect to <strong>CEI</strong> own<br />
Confidential Information, not less than a reasonable<br />
degree of care.<br />
Confidential Information shall be disclosed only to those<br />
students or agents of a party who have a need to know<br />
such information and are under binding obligation of<br />
confidentiality with respect to any such information<br />
received. Confidential information shall not be disclosed<br />
by <strong>CEI</strong> any other third party without the prior written<br />
consent of <strong>EC</strong>-<strong>Council</strong>. <strong>CEI</strong> agrees to defend,<br />
indemnify and save <strong>EC</strong>-<strong>Council</strong> harmless from and<br />
against any and all damages, including reasonable<br />
attorney fees, sustained as a result of the unauthorized<br />
use or disclosure of the other party‟s Confidential<br />
Information.<br />
9. HOLD HARMLESS PROVISION<br />
<strong>CEI</strong> agrees to indemnify and hold <strong>EC</strong>-<strong>Council</strong> harmless<br />
against any loss, damage , cost or expense (including<br />
reasonable legal fees) arising out of any claims or suits<br />
made against <strong>EC</strong>-<strong>Council</strong>. In no event will <strong>EC</strong>-<strong>Council</strong><br />
be liable to <strong>CEI</strong> for any special, indirect, consequential,<br />
punitive, exemplary or any similar type of damages<br />
arising out of or in any way related to this Agreement.<br />
10. REPRESENTATIONS AND WARRANTIES<br />
Each party represents and warrants that it has the right,<br />
power and authority to enter into this Agreement and to<br />
fully perform its obligations hereunder.<br />
11. HANDLING OF DISPUTES<br />
Both parties agree that irreconcilable disputes will go to<br />
mediation, and, if that fails, by binding arbitration, costs<br />
shared equally.<br />
12. APPLICABLE LAW / LEGAL FEES<br />
The laws of the State of New Mexico shall govern this<br />
Agreement. If any legal action, arbitration, or other<br />
proceeding is brought under this Agreement, the<br />
prevailing party shall be entitled to recover reasonable<br />
attorneys' fees and expenses and other costs incurred<br />
in such action, arbitration or proceeding, in addition to<br />
any other relief to which it may be entitled.<br />
13. ASSIGNMENT<br />
Neither party shall assign any of its rights or delegate<br />
any of its obligations under this Agreement without the<br />
prior written consent of the other party. Any prohibited<br />
assignment or delegation shall be null and void.<br />
14. NOTICES<br />
All notices and other communications required or<br />
permitted hereunder shall be deemed duly given only<br />
when in writing, signed by or on behalf of the person<br />
giving the same, and either (i) personally delivered (with<br />
receipt acknowledged), (ii) sent by registered or<br />
certified mail, return receipt requested, postage<br />
prepaid, or (iii) sent by overnight next business day<br />
courier, to the following addresses:<br />
<strong>EC</strong>-<strong>Council</strong><br />
6330 Riverside Plaza NW<br />
Albuquerque, NM 87120<br />
USA<br />
or such other address as any party hereto shall have<br />
specified by notice in writing to the other party hereto.<br />
All such notices and communications shall be effective<br />
(i) when received or receipt refused if delivered by<br />
personal delivery or overnight courier, or (ii) upon three<br />
days following deposit in the mail if given by certified or<br />
registered mail, when delivered to the address specified<br />
above.<br />
15. WAIVER<br />
Any waiver of the provisions of this Agreement or of a<br />
party's rights or remedies under this Agreement must<br />
be in writing signed by the waiving party to be effective.<br />
Failure, neglect or delay by a party to enforce the<br />
provisions of this Agreement or its rights or remedies at<br />
any time will not be construed and will not be deemed<br />
to be a waiver of such party's rights under this<br />
Agreement and will not in any way affect the validity of<br />
the whole or any part of this Agreement or prejudice<br />
such party's right to take subsequent action.<br />
16. SEVERABILITY<br />
If any term, condition or provision in this Agreement is<br />
found to be invalid, unlawful or unenforceable to any<br />
extent, the parties shall endeavor in good faith to agree<br />
to such amendments that will preserve, as far as<br />
possible, the intentions expressed in this Agreement. If<br />
the parties fail to agree on such an amendment, such<br />
invalid term, condition or provision will be severed from<br />
the remaining terms, conditions and provisions, which
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