TRAINING SERVICES AGREEMENT

This Training Services Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. Company is engaged in the business of providing IT training and consulting services as mentioned in this Agreement to the client.
2. Company has expertise, qualifications and experience in providing the services as mentioned in this agreement to client.
3. Client desires to engage the Company to provide services to the client for the term of this Agreement.
4. The Company and Client mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Company” shall mean an individual or an entity who is engaged in providing certain IT and consulting services.
   2.  "Client" shall mean an individual or an entity engaging the services of the Company under this Agreement.
   3. "Services" shall mean the IT and consultancy services to be provided by the Company to the Client, as detailed in the Scope of Services.
   4. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term of this agreement shall commence on the effective date hereof and continue until the completion of services or terminated earlier as per the provisions of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other right, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD FOR TERMINATION OF THE AGREEMENT] days.
3. SERVICES
   1. The Company shall provide IT training programs to the Client. The Company shall train Client and its Employees (fresh entrants, junior, middle and senior management) onside and online corporate training on different IT courses.
4. PAYMENT
   1. To avail the services, Client is required to pay an advance payment of [INSERT AMOUNT PAYABLE BY CLIENT] as the Application fee. The Client shall pay the application fee amount before start of the course.
   2. The Client shall make payment of each course in advance. The duration of the course and schedule of the Classes in a course are as follows:
      1. [INSERT COURSE 1] and [INSERT DURATION 1]
      2. [INSERT COURSE 2] and [INSERT DURATION 2]
      3. [INSERT ANY ADDITIONAL COURSES AND DURATIONS]
   3. The Client shall make the payments to the Company via [INSERT MODE OF PAYMENT] (cash, cheque, credit/debit card).
   4. The Client shall only be responsible to pay for the premises where the training is conducted and shall also be responsible to pay all related expenses.
   5. All payments made to the Company under this Agreement must be in [INSERT FIAT CURRENCY].
5. OWNERSHIP
   1. Ownership of deliverables, if any: Client acknowledges that it is not obtaining any intellectual property rights from Company under this Agreement. Client acknowledges that in the course of performing its obligations under this Agreement, Company may create software or other works of authorship (collectively “Work Product”). Subject to Client’s rights in its Confidential Information, Company shall own all right, title and interest in such Work Product, including all intellectual property rights therein and thereto. If any Work Product is delivered to Client pursuant to or in connection with the performance of Consulting Services (a “Deliverable”), Company retains all right, title and interest in such Deliverables and hereby grants to Client a nonexclusive, worldwide right and license to use, execute, reproduce, display and perform any such Deliverables.
   2. Ownership of training material: Client agrees and acknowledges that Client is not obtaining any intellectual property right in or to any training materials provided by Company to Client, other than the rights of use specifically granted in this Agreement. Client will be entitled to keep and use all Training Materials provided by Company to Client, but without any other license to exercise any of the intellectual property rights therein, all of which are hereby strictly reserved to Company. In particular and without limitation, Training Materials may not be modified including translated, re-distributed, disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, or transferred in any other way. During the term of this Agreement, Client may copy the Training Materials for its internal use only. All Company trademarks, trade names, logos and notices present on the Training Materials will be preserved.
6. RELATIONSHIP
   1. The Parties are independent contracting parties, and nothing in this Agreement will make any Party the employee, partner, agent, legal representative, trust or joint venture of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.
   2. All services hereunder shall be provided by Company, its employees and/or its affiliates. Company may engage third parties to furnish services in connection with the Services hereunder. In addition, Services may be performed by Affiliates of Company. Affiliate means an entity that a party, directly or indirectly, controls, an entity that controls a party or an entity that is under common control with a party.
7. REPRESENTATIONS AND WARRANTIES BY THE COMPANY
   1. Company shall determine the time, place, method, details, and means of performing the Services.
   2. The Company represents and warrants that it has complied with all federal, state and local laws requiring the necessary licenses, business permits, certificates to perform the services as mentioned in this agreement.
   3. Company represents and warrants to Client that its employees (if any) performing Services hereunder will have (a) sufficient expertise, training and experience to accomplish the Services; and (b) executed agreements which state that (i) all work done by the employee will be a work made for hire, and will be owned by Company; and (ii) the employee assigns all rights in and to all work done by the employee to Company.
   4. Company warranties that in carrying out the services described in this Agreement, the best technical practices, skills, procedures, care and judgment has been employed, the assignments/work/services have been performed in the most expeditious and economical manner consistent with Client’s best interests.
8. CLIENT’S DUTIES AND RESPONSIBILITIES
   1. Client agrees to furnish and pay for any premises, facilities, laptops, personnel, equipment etc. necessary to facilitate Company providing the Services.
   2. Client will furnish information requested by the Company that is necessary for the Company to fulfill its responsibilities under this Agreement.
   3. Client acknowledges that the services include unknown and unforeseen problems and Company shall attempt to solve such problems. Client acknowledges that Company does not warrant that there will be a satisfactory solution to all problems.
   4. Client agrees that company warrants its services 'as is' and that company disclaims all other warranties, express or implied. Client agrees that Company shall have no liability for consequential damages, lost profits, or any direct or indirect damages.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
10. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
11. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
12. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Company and Client. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE WHICH SHALL HAVE EXCLUSIVE JURISDICITON IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
13. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS OF THE COMPANY]
       2. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF THE CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. ELECTRONIC SIGNATURES:
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including email electronic signatures.
16. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
17. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed, and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF THE COMPANY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF COMPANY]

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF THE CLIENT]

Signature: 

Date: [INSERT SIGNING DATE OF THE CLIENT]