Last update on 1st of December 2017.

THIS CERTIFICATION AGREEMENT & QUALITY POLICY (CAQP) (the “Agreement”) has been entered to BETWEEN:

Canadian College for Leadership and Management ‘CCLM’ Of 207-2155 Leanne Blvd, Mississauga L5K 2K8, Ontario, Canada. Phone: +1 (647) 560-8760, Email: Hello@CCLMCanada.org
(the “CCLM”)

OF THE FIRST PART

– AND –

YOU
(the “Certified Partner”)

OF THE SECOND PART

BACKGROUND:
A. The CCLM is of the opinion that the Certified Partner has the necessary qualifications, experience and abilities to become a non-exclusive service partner to the CCLM.
B. The Certified Partner is agreeable to providing such services on the terms and conditions set out in this Agreement.
C. The Certified Partner is seeking to get their Training Courses certified and accredited by the Canadian College for Leadership and Management “CCLM”

IN CONSIDERATION OF the matters described above and CCLM and the Certified Partner providing the Confidential Information to each other in addition to other valuable consideration AND the interest of the Certified Partner to join CCLM certification program, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties to this Agreement agree as per the following Terms, Responsibilities and Clauses in subsequent sections of this Agreement.

D. TERMS, RESPONSIBILITIES & CLAUSES

1)CLAUSE 1: TERMS

• “CCLM” refers to the Canadian College for Leadership and Management
• “Certified Partner” refers to the organization seeking CCLM certification and accreditation services
• “Course Package”, “Training Courses” refers to the package that contains the content of the training courses offered by the Certified Partner to its clients and audience. This includes but not limited to, course name, course code, course duration, course materials and presentations, documents, course outline, learning outcomes, course objectives, exams, quizzes, exercises, course evaluation form, course attendance form, course languages and course delivery method,
• “CCLM-Certified Training Courses” refers to the Course Package that has been certified and accredited by the CCLM.
• “Certification Cycle” refers to the 3-calendar year period during which the CCLM-Certified Courses are considered valid.
• “Fees”, “Certification Fees”, “Certification Fees” are all referring to the fees that must be paid the Certified Partner to CCLM.
• “Commercial License” refers to the one-time application fee that must be paid the Certified Partner to the CCLM.
• “CAQP”, “Quality Policy” refers to the terms and clauses of this Agreement
• “Certification Application”, “Certification Application and Fees Schedule” refers to the application form that the Certified Partner is required to duly fill and sign and submit to CCLM to become Certified partner.
• “CCLM Certification”, “CCLM Certification and Accreditation”, “Certification and Accreditation” refers to the processes and rules defined and developed by the CCLM to certify, accredit and audit the Training Courses and Course Packages submitted by the Certified Partner.

2) CLAUSE 2: ORGANIZATIONAL RESPONSIBILITIES
2.1) Certified Partner Responsibilities

As a Certified Partner, you are required to do the following:

• Conduct education and training services with utmost care and highest level of quality with relation to CCLM-Certified Training Courses
• Schedule, prepare and schedule their training courses
• Hire, train and develop instructors and continually improve instructors performance
• Conduct courses evaluation and ensure measures are taken to address deficiencies
• Provide periodical reports on courses evaluation reports
• Keep student records for at least five years
• Award students certificate of completion upon the completion of their preparation courses
• Announce that the Certified Partner’s Training Courses are certified by the CCLM
• Only use the CCLM-Certified Training Courses when It explicitly indicates so
• Notify CCLM whenever there are changes made to the CCLM-Certified Training Courses and seek re-certification
• Pay duly and on time the Certification Fees and all relevant and related Fees as established in the Certification Application

2.2) CCLM Responsibilities

CCLM is required to do the following:

• Provide certification and accreditation services to the Training Courses submitted by the Certified Partner
• Provide marketing materials in electronic format to Certified Partner whenever available
• Conduct qualify health checks on Certified Partner services related to CCLM-Certified Training Courses
• CCLM will use its own-developed processes and rules to verify, certify, accredit and audit the Course Packages and Training Courses submitted by the Certified Partner.

3) CLAUSE 3: CCLM-CERTIFIED TRAINING COURSES

• CCLM may certify and accredit Training Courses submitted by the Certified Partner. These courses are referred to in this Agreement as ‘CCLM-Certified Training Courses’.
• The Certified Partner must submit the full Course Package as stipulated in the Certification Application. This includes, but not limited to, Course Material, Outline, Learning Outcomes, Course Objectives, Exams, Exercises, Quizzes, Evaluation Criteria, Attendance Record, Certificate of Completion and related material.
• CCLM reserves the right to accept or deny certifying and accrediting any Course Package that does not meet its quality policy and this Agreement.
• CCLM reserves the right to conduct periodic quality checks on the CCLM-Certified Training Courses to ensure compliance with its quality policy and this Agreement.

4) CLAUSE 4: QUALITY POLICY

• The Certified Partner confirms that they will use the CCLM-Certified Training Courses in accordance to the terms of this Agreement.
• The Certified Partner will immediately notify CCLM in case of any changes to the content, design, language, delivery method or any aspect related to the CCLM-Certified Training Courses.
• The Certified Partner confirms that they comply with the CCLM requests during the periodic quality checks, including but not limited to, providing evidences of keeping students records, copies of the course evaluation forms and surveys, evidence of complying with the copyrights and the use of CCLM logo and marketing materials.
• The Certified Partner will notify the CCLM, immediately, of any complaints or disputes raised by their students in relation to the quality of the CCLM-Certified Training Courses.
• Where-ever and Whenever the Certified Partner indicates to their audience that the training courses are certified by CCLM, then, the Certified Partner must only use the CCLM-Certified Training Courses.
• The Certified Partner will only use the phrase ‘CCLM-Certified Training Courses’ or any similar phrase to the training courses, certified and accredited by CCLM.
• The Certified Partner will pay duly and fully their Commercial License Fees, the Certification Fees, and all related Fees on time and without delay.

5) CLAUSE 5: CERTIFICATION CYCLE

• The Certification Cycle is a 3-Calendar year period.
• Training Courses are certified once every Certification Cycle. The Certified Partner is required to submit the Course Package once every Certification Cycle.
• In cases of any changes; irrespective of their type, to the CCLM-Certified Training Courses, the Certified Partner must submit the new Course Package to CCLM and pay the Certification Fees.
• In terms of the expiry of the Certification Cycle without renewal, the Certified Partner refrains from using the CCLM-Certified Training Courses, and agrees to remove any terms or phrases that indicate the Course Package is or has been certified by the CCLM.
• The Fees are paid during the Certification Cycle of every 3 years.

6) CLAUSE 6: EVALUATIONS
Certified Partner is required to provide, upon CCLM request, the following:

• Evaluation reports on delivered courses
• Evaluation reports on instructors performance
• Each report must include details on the course name, date, duration, and instructor name

7) CLAUSE 7: CERTIFICATE OF COMPLETION

• Each student is eligible to receive a certificate of completion upon finishing their course with a Certified Partner
• The Certificate of Completion must indicate that the course is CCLM-Certified Course
• The Certificate of Completion must indicate the course name, duration, validity if any, and duly signed
• The Certificate of Completion must show a unique issuance number
• CCLM does offer attesting the Certificate of Completion with its own seal for additional fee.

8) CLAUSE 8: MARKETING & REPRESENTATIONS

The CCLM provides Certified Partner, non-exclusive, non-transferrable and time-limited access to its CCLM-Certified Training Courses, and guides, and marketing materials, which include, but not limited to; flyers, brochures and CCLM logo. Certified Partner is required to use such materials for promoting and marketing the CCLM-Certified Training Courses only.

The Certified Partner confirms to represent themselves as Certified Partners for the CCLM for the sake of delivering their Training Courses which have been certified by CCLM.

9) CLAUSE 9: INTELLECTUAL PROPERTY (IP)

Each party owns their IP for their own materials, logos and other content, including but not limited to, all materials, textbooks, bodies of knowledge, exams, certifications, marketing materials, logos and documents.

10) CLAUSE 10: NON-DISCLOSURE, CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT

A non-disclosure, confidentiality and non-circumvention agreement in part of this whole Certified Partner (CP) Agreement and is enclosed in the appendix.

11) CLAUSE 11: AGREEMENT VALIDITY AND TERMINATION

• This agreement is valid for a complete Certification Cycle, starting from the date of payment receipt of the Certified Partner Fees and Commercial License Fee.
• This agreement is terminated if any or all of the following has occurred:
  • The Certified Partner has not paid its Fees and Certification Fees
  • There is a material breach of trust by the Certified Partner
  • There is a material breach to the terms and clauses of this Agreement by the Certified Partner
  • A low quality result has been recorded in reference to the Certified Partner performance
  • The Certified Partner has not renewed this Agreement at the expiry of the Certification Cycle
• In cases of termination, no Fees will be refunded.

12) CLAUSE 12: INDEMNITY
You agree to defend, indemnify, and hold “CANADIAN COLLEGE FOR LEADERSHIP & MANAGEMENT “CCLM””, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms of Use.

13) CLAUSE 13: RESERVATION OF RIGHTS

The CCLM reserves the right to update its CAQP, certification processes, text books, bodies of knowledge, material, examinations and documents without notice.

14) CLAUSE 14: FEES

• All fees are non-refundable and non-transferrable.
• Certified Partner has to pay the Commercial Fee for the first time they decide to register as Certified Partner
• Certified Partner has to pay the Certification Fees every 3 years
• The Certification Fees are for One Training Course delivered in One Language and One Delivery Method. For additional languages and delivery methods, the Certified Partner must pay additional Fees as indicated in the Certification Application and Fees Schedule.
• Certified Partner must renew this Agreement every Certification Cycle and pay the related Fees. If the Certified Partner fails to renew within 30 days of their Certification Cycle renewal date, their status will expire, and they no longer can use the ‘Certified Partner’ to identify themselves and their Training Courses.

15) CLAUSE 15: Certified Partner Discounts

As a Certified Partner, you are eligible to discounts on CCLM publications and certification exam fees ordered directly by you. Discounts apply to textbooks, study guides/BoK, certification exams and certification courses.

APPENDIX

1) NON-DISCLOSURE, CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT

Confidential Information
1. The Certified Partner acknowledges in any position the Certified Partner may hold, in and as a result of the Certified Partner’s services provided to the CCLM, the Certified Partner will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the CCLM and which information is the exclusive property of the CCLM, including, without limitation:
a. ‘Confidential Information’ means all data and information relating to the business and management of the CCLM, including proprietary and trade secret technology and accounting records to which access is obtained by the Certified Partner, including Work Product, Production Processes, Other Proprietary Data, Business Operations, Computer Software, Computer Technology, Marketing and Development Operations, CCLMs, CCLM’s Third Parties Contacts, Training Outlines, Training Materials and Training Content. Confidential Information will also include any information that has been disclosed by a third party to the CCLM and governed by a non-disclosure agreement entered into between the third party and the CCLM. Confidential Information will not include information that:
i. is generally known in the industry of the CCLM;
ii. is now or subsequently becomes generally available to the public through no wrongful act of the Certified Partner;
iii. the Certified Partner rightfully had in his possession prior to the disclosure to the Certified Partner by the CCLM;
iv. is independently created by the Certified Partner without direct or indirect use of the Confidential Information; or;
v. is created by the Certified Partner at his own time and cost; or
vi. the Certified Partner rightfully obtains from a third party who has the right to transfer or disclose it.
b. ‘Work Product’ means work product resulting from or related to work or projects performed or to be performed for the CCLM or for clients of the CCLM, of any type or form in any stage of actual or anticipated research and development;
c. ‘Production Processes’ means processes used in the creation, production and manufacturing of the Work Product, including but not limited to formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, designs, training manuals, training curriculums and training content;
d. ‘Other Proprietary Data’ means information relating to the CCLM’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
e. ‘Business Operations’ means internal personnel and financial information, vendor names, contact information of the third parties of the CCLM and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the CCLM’s business;
f. ‘Computer Software’ means all sets of statements, instructions or programs, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
g. ‘Computer Technology’ means all scientific and technical information or material pertaining to any machine, appliance or process, including specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
h. ‘Marketing and Development Operations’ means marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the CCLM which have been or are being discussed; and
i. ‘CCLMs’ means names of CCLMs and their representatives, contracts and their contents and parties, CCLM services, data provided by CCLMs and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of the CCLM.
j. ‘CCLM’s Third Parties Contact’ means names and contact details of the CCLMs, vendors and parties of the CCLM and their potential business plans, training plans and marketing plans.
k. ‘Training Outlines’, ‘Training Materials’ and ‘Training Content’ means content, manuals, documents, diagrams, outlines, curriculums and instructional material the CCLM provides to the Certified Partner in order to enable the Certified Partner offers his/her services.

Obligations of Non-Disclosure
2. Except as otherwise provided in this Agreement, the Certified Partner must not disclose the Confidential Information.
3. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the CCLM and will only be used by the Certified Partner for the Permitted Purpose. The Certified Partner will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the CCLM or any of his affiliates, third parties or subsidiaries.
4. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Certified Partner in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of eighteen (18) months from the date of such expiration or termination.
5. The Certified Partner may disclose any of the Confidential Information:
a. to such of his Certified Partners, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:
i. the Certified Partner has informed such personnel of the confidential nature of the Confidential Information;
ii. such personnel agree to be legally bound to the same burdens of non-disclosure, confidentiality and non-use as the Certified Partner;
iii. the Certified Partner agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
iv. the Certified Partner agrees to be responsible for and indemnify the CCLM for any breach of this Agreement by his personnel.
b. to a third party where the CCLM has consented in writing to such disclosure; and
c. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.

Avoiding Conflict of Opportunities
6. It is understood and agreed that any business opportunity relating to or similar to the CCLM’s current or anticipated business opportunities coming to the attention of the Certified Partner during the Certified Partner’s Service Agreement is an opportunity belonging to the CCLM. Accordingly, the Certified Partner will advise the CCLM of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the CCLM.
7. Without the written consent of the CCLM, the Certified Partner further agrees not to:
a. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the CCLM; and
b. directly or indirectly, engage or participate in any other business activities which the CCLM, in his reasonable discretion, determines to be in conflict with the best interests of the CCLM.

Non-Solicitation
8. Any attempt on the part of the Certified Partner to induce others to leave the CCLM’s employ, or any effort by the Certified Partner to interfere with the CCLM’s relationship with his other Certified Partners and contractors would be harmful and damaging to the CCLM. The Certified Partner agrees that during the term of the Service Agreement and for a period of eighteen (18) months after the end of term of the Service Agreement, the Certified Partner will not in any way, directly or indirectly:
a. induce or attempt to induce any Certified Partner or contractor of the CCLM to quit employment or retainer with the CCLM;
b. otherwise interfere with or disrupt CCLM’s relationship with his Certified Partners and contractors;
c. discuss employment opportunities or provide information about competitive employment to any of the CCLM’s Certified Partners or contractors; or
d. solicit, entice, or hire away any Certified Partner or contractor of the CCLM.
This obligation will be limited to those that were Certified Partners or contractors of the CCLM when the Certified Partner was contracted.

Non-Competition
9. Other than through employment with a bona-fide independent party, or with the express written consent of the CCLM, which will not be unreasonably withheld, the Certified Partner will not, during the continuance of this Agreement or within eighteen (18) months after the termination or expiration, as the case may be, of this Agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line or with the same clients of the CCLM that the Certified Partner was working during any time in the last year of Service Agreement with the CCLM.
10. For a period of eighteen (18) months from the date of termination or expiration, as the case may be, of the Service Agreement, the Certified Partner will not divert or attempt to divert from the CCLM any business the CCLM had enjoyed, solicited, or attempted to solicit, from his CCLMs, prior to termination or expiration, as the case may be, of the Service Agreement.

Ownership and Title
11. The Certified Partner acknowledges and agrees that all rights, title and interest in any Confidential Information, for which the Certified Partner develops for the CCLM and is compensated for, will remain the exclusive property of the CCLM. Accordingly, the Certified Partner specifically agrees and acknowledges that the Certified Partner will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Certified Partner may have created or contributed to the creation of the same.
12. The Certified Partner does hereby waive any moral rights that the Certified Partner may have with respect to the Confidential Information.
13. This Agreement will not apply in respect of any intellectual property, process, design, development, creation, research, invention, know-how, trade names, trade-marks or copyrights for which:
a. no equipment, supplies, facility or Confidential Information of the CCLM was used,
b. was developed entirely on the Certified Partner’s own time and cost, and
c. does not:
i. relate to the business of the CCLM,
ii. relate to the Certified Partner’s actual or demonstrably anticipated processes, research or development or
14. The Certified Partner agrees to immediately disclose to the CCLM all Confidential Information developed in whole or in part by the Certified Partner during the term of the Service Agreement and to assign to the CCLM any right, title or interest the Certified Partner may have in the Confidential Information. The Certified Partner agrees to execute any instruments and to do all other things reasonably requested by the CCLM (both during and after the term of the Service Agreement) in order to vest more fully in the CCLM all ownership rights in those items transferred by the Certified Partner to the CCLM.

Remedies
15. The Certified Partner agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the CCLM. Accordingly, the Certified Partner agrees that the CCLM is entitled to, in addition to all other rights and remedies available to him at law or in equity, an injunction restraining the Certified Partner and any agents of the Certified Partner, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
Return of Confidential Information
16. The Certified Partner agrees that, upon request of the CCLM, or in the event that the Certified Partner ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Service Agreement, the Certified Partner will turn over to the CCLM all documents, disks or other computer media, or other material in the possession or control of the Certified Partner that:
a. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
b. is connected with or derived from the Certified Partner’s services to the CCLM.

Notices
17. In the event that the Certified Partner is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Certified Partner will give to the CCLM prompt written notice of such request so the CCLM may seek an appropriate remedy or alternatively to waive the Certified Partner’s compliance with the provisions of this Agreement in regards to the request.
18. If the Certified Partner loses or makes unauthorized disclosure of any of the Confidential Information, the Certified Partner will immediately notify the CCLM and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
19. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
20. The address for any notice to be delivered to any of the parties to this Agreement is as follows:
a. Canadian College for Leadership and Management:
Suite 207, 2155 Leanne Blvd, Mississauga L5K 2K8, Ontario, Canada, Email: Hello@CCLMCanada.org
b. Certified Partner Address

Representations
21. In providing the Confidential Information, the CCLM makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade-mark infringement that may result from the use of such information.

Termination
22. This Agreement will automatically terminate on the date that the Certified Partner’s Service Agreement with the CCLM terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.

Assignment
23. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

Amendments
24. This Agreement may only be amended or modified by a written instrument executed by both the CCLM and the Certified Partner.
Non-Employment
25. Nothing in this Agreement shall be construed to constitute an agency, partnership, employment, joint venture, or other similar relationship between the Parties.

Non-Circumvention
26. That in the event of circumvention of this Agreement by the Certified Partner, directly or indirectly, the circumvented Certified Partner be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

Governing Law
27. This Agreement will be construed in accordance with and governed by the laws of the Province of Ontario, Canada.

General Provisions
28. Time is of the essence in this Agreement.
29. This Agreement may be executed in counterparts.
30. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
31. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
32. The Certified Partner is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the CCLM in enforcing this Agreement as a result of any default of this Agreement by the Certified Partner.
33. The CCLM and the Certified Partner acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the CCLM and the Certified Partner that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Certified Partner to give the CCLM the broadest possible protection against disclosure of the Confidential Information.
34. No failure or delay by the CCLM in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
35. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the CCLM and the Certified Partner.
36. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.