TRAINING PROVIDED

TRAINING. GLI agrees to provide Technician with its proprietary SMP Institute training described on Exhibit A (the “Training”). The parties may change the Training provided any changes are signed by authorized agents for both parties.

CONTROL OF TRAINING. GLI shall determine the time, place, method, details, and means of performing the Training. Technician agrees to furnish any facilities, personnel and equipment necessary to facilitate GLI's provision of the Training.

Compensation. In exchange for the Training, Technician shall pay GLI the compensation described.

GLI PERSONNEL

GLI STAFF. GLI will provide adequate staff to render the Training.  In the event that any GLI staff is found to be reasonably unacceptable to Technician, Technician shall notify GLI of such fact in writing and GLI shall work with Technician to resolve the problem including removal of staff and providing a replacement acceptable to Technician.

INDEPENDENT AFFLILIATE. GLI is completely independent from Technician.  Neither GLI nor GLI's employees are, or shall be deemed for any purpose to be, employees of Technician. Technician shall not be responsible to GLI, GLI's employees or any governing body for any payroll-related taxes related to the performance of the Training.

INDEMNITY AND INSURANCE

GLI INDEMNITY. GLI agrees to defend at its own cost and expense any claim or action against Technician for actual or alleged infringement of any United States patent, copyright or other property right (including, but not limited to, misappropriation of trade secrets) based on any service furnished to Technician by GLI pursuant to the terms of this Agreement.  GLI agrees, should Technician's use of any service  furnished to Technician by GLI be enjoined by any court, to promptly obtain, at no expense to Technician, the right to continue to use the items so enjoined or, at no expense to Technician, provide Technician promptly with substitute items to the enjoined products. The limit to GLI's liability for all costs, expenses, judgments, fees and settlements under this provision shall be the amount Technician has paid under this agreement.

TECHNICIAN INDEMNITY.  Technician, shall defend, indemnify and hold GLI, and its Technicians, harmless from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorney’s fees) (the “Claims”) which may be asserted against GLI or its Technicians arising out of or related to (a) negligence or reckless or willful misconduct in the performance of SMP or similar procedures utilizing the Training, (b) any acts or omissions taken by Technician which utilize the Training, (c) any illegal acts or violations of law undertaken by Technician, or (d) any fines, penalties or assessments against GLI by a taxing authority that claims that Technician is an employee as opposed to an independent Technician of GLI.

INSURANCE. GLI shall procure and maintain for itself and its employees all insurance coverages as required by Federal or State law, including workers' compensation insurance.

CONFIDENTIALITY AND PROPRIETARY RIGHTS

PROPRIETARY RIGHTS. All Training provided under this agreement, materials, products, inventions, works, and deliverables developed or prepared by GLI under this Agreement are the property of GLI and all title and interest therein shall vest in GLI.  These rights include patent rights, copyright, derivative rights, trade secrets, and trademarks.

Ownership of Training materials. Technician acknowledges and agrees that Technician is not obtaining any intellectual property rights in or to any training materials provided by GLI to Technician in connection with the provision to Technician of Training ("Training Materials"), other than the rights of use specifically granted in this Agreement. Technician will be entitled to keep and use all Training Materials provided by GLI to Technician, but without any other license to exercise any of the intellectual property rights therein, all of which are hereby strictly reserved to GLI.  In particular and without limitation, Training Materials may not be modified, 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.  In the event Technician makes a copy of any of the Training Materials, all GLI trademarks, trade names, logos and notices present on the Training Materials must be preserved.

CONFIDENTIALITY. Technician covenants and agrees that they will not will not, at any time following the date of this Agreement, disclose, directly or indirectly, or make available to any person, or in any manner use for its own benefit, any confidential information or trade secrets, formulas, plans or any materials or knowledge they received as part of the Training or in the Training Materials, including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of, and any other information concerning, possible acquisition candidates), pro forma financial information, market analysis, acquisition terms and conditions, personnel information, product or procedure information, sources of leads and methods of obtaining new business, know-how, customer lists and relationships, supplier lists, manufacturing and distribution methods or any other methods of doing and operating the business received from GLI, or any of their Technicians, or other non-public proprietary and confidential information relating to the business of GLI, except to the extent that such information is required to be disclosed by law (including without limitation any federal regulations) or judicial administrative process (in which case prior to such disclosure the disclosing party shall promptly provide prior written notice of such required disclosure to GLI in order to afford GLI the opportunity to seek an appropriate protective order preventing such disclosure).

GRANT OF RIGHTS. GLI grants to Technician a perpetual, non-exclusive, non-transferable, royalty-free license to use the Training Materials and the trade secrets provided to Technician by GLI.  For the avoidance of doubt, Technician acknowledges and agrees it is not permitted to share or train any third party with respect to GLI’s proprietary methods, techniques and procurement methods without violating the terms of this Agreement

Costs and Attorneys’ Fees.  In a dispute to enforce this Agreement in a judicial or arbitration proceeding, the party prevailing in such proceeding will be awarded costs and expenses it incurs, including but not limited to accounting, attorneys’, expert witness and arbitrators’ fees. 

General. If any provision of this Agreement is deemed by a competent jurisdiction to be void or unenforceable, in whole or in part, the remaining provisions of this Agreement will remain enforceable according to the terms thereof. This Agreement contains the entire agreement between the parties concerning the subject matter hereof. It may be altered or amended only by an agreement in writing signed by both parties. This Agreement shall be binding upon the parties hereto and their respective successors, assigns and legal representatives. Affiliate may not assign or delegate any of its rights, responsibilities or obligations under this Agreement to any other person or entity. This Agreement shall be covered by construed in accordance with the substantive laws of the State of Minnesota.

MODIFICATIONS. No changes or waivers to this Agreement shall be binding unless made in writing and duly signed by authorized agents of both parties.

COMPLETE AGREEMENT. This Agreement and each Exhibit attached hereto set forth the entire understanding of the parties as to the subject matter therein and may not be modified except in a writing executed by authorized agents of both parties

NON-SOLICITATION. Unless otherwise mutually agreed to by the parties in writing, the parties agree that they will not hire or solicit the employment of any personnel of the other party during the term of this agreement and for a period of twenty-four (24) months after the termination of this Agreement.

REFUND POLICY:  All  courses are non-refundable. Once the course is purchased/accessed, no refund will be granted regardless of the reason. All online training courses are tested extensively on all types of systems, browsers, and devices. We can assist you to get started with the course, if you are having any trouble.