Last update on 1st of June 2014.
THIS REGISTERED PARTNER (RP) AGREEMENT (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
OF THE FIRST PART
– AND –
(the “Registered Partner”)
OF THE SECOND PART
A. The CCLM is of the opinion that the Registered Partner has the necessary qualifications, experience and abilities to become a non-exclusive service partner to the CCLM.
B. The Registered Partner is agreeable to providing such services on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and CCLM providing the Confidential Information to the Registered Partner in addition to other valuable consideration AND the interest of the Registered Partner to join CCLM partnership 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.
B. TERMS, RESPONSIBILITIES & CLAUSES
1) CLAUSE 1: ORGANIZATIONAL RESPONSIBILITIES
1.1) Registered Partner Responsibilities
As a Registered Partner, you are required to do the following:
- Conduct education services with utmost care and highest level of quality with relation to CCLM certifications
- Schedule, prepare and schedule certifications preparation 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
1.2) CCLM Responsibilities
CCLM is required to do the following:
- Provide discounted prices to Registered Partner on certification exams, textbooks, conferences and events
- Provide marketing materials in electronic format to Registered Partner whenever available
- Conduct qualify health checks on Registered Partner services related to CCLM certifications
2) CLAUSE 2: CERTIFICATION COURSES
CCLM certifications currently are:
- Certified Leadership Professional “CLP”
- Certified Management Professional “CMP”
- Certified Strategy Professional “CSP”
- Certified Executive Assistance Professional “CEAP”
- Certified Sales Professional “CSLP”
- Certified Marketing Professional “CMKP”
- Certified Human Resources Professional “CHRP”
- Certified Training Professional “CTP”
3) CLAUSE 3: CERTIFICATION EXAMINATIONS
- Certification examinations are conducted at registered test centres or online. Each certification exam has defined specifications, which are published online at www.CCLMCanada.org
- Candidates or students have to schedule their certification examination directly with the CCLM
4) CLAUSE 4: EVALUATIONS
Registered Partner is required to provide, on 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
5) CLAUSE 5: CERTIFICATE OF COMPLETION AND CERTIFICATION AWARD
- Each student is eligible to receive a certificate of completion upon finishing their course with a Registered Partner
- Certification award is issued by the CCLM, upon students successfully pass a certification exam
6) CLAUSE 6: MARKETING & REPRESENTATIONS
The CCLM provides Registered Partner, non-exclusive, non-transferrable and time-limited access to its certification courses, bodies of knowledge textbooks and guides, and marketing materials, which include, but not limited to; flyers, brochures and certification logos. Registered Partner is required to use such materials for promoting and marketing the CCLM certifications only.
The Registered Partner confirms to represent themselves as registered partners for the CCLM for the sake of delivering preparation courses for the CCLM Certifications only.
7) CLAUSE 7: INTELLECTUAL PROPERTY (IP)
All materials, textbooks, bodies of knowledge, exams, certifications, marketing materials, logos and documents are properties of the CCLM.
8) CLAUSE 8: NON-DISCLOSURE, CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT
A non-disclosure, confidentiality and non-circumvention agreement in part of this whole Registered Partner (RP) Agreement and is enclosed in the appendix.
9) CLAUSE 9: AGREEMENT VALIDITY AND TERMINATION
- This agreement is valid for a complete calendar year, starting from the date of payment receipt of the Registered Partner Partnership Fee.
- This agreement is terminated if any or all of the following has occurred:
- Registered Partner has not renewed its annual partnership agreement
- Registered Partner has not paid its annual partnership fee
- There is a material breach of trust by the Registered Partner
- A low quality result has been recorded in reference to the Registered Partner performance
- In cases of termination, no fees will be refunded.
10) CLAUSE 10: INDEMNITY
11) CLAUSE 11: RESERVATION OF RIGHTS
The CCLM reserves the right to update its certification, text books, bodies of knowledge, material, examinations and documents without notice.
12) CLAUSE 12: FEES
- All fees are non-refundable and non-transferrable.
- Registered Partner has to pay an application fee for the first time they decide to register as partners
- Registered Partner has to pay annually a partnership fee
- Registered Partner must renew their partnership annually by paying a partnership fee. If the Registered Partner fails to renew within 10 days of their partnership renewal date, their status will expire, and they no longer can use the ‘Registered Partner’ to identify themselves and their offerings.
13) CLAUSE 13: Registered Partner Discounts
As a Registered Partner, you are eligible to discounts on CCLM publications and certification exam fees ordered directly by you:
- For purchase orders placed by a Registered Partner for textbooks or bodies of knowledge, the following discounts apply:
- 15% for orders of more than 20 and less than 50 textbooks/BoK (from the same textbook/BoK)
- 30% for orders of more than 50 textbooks/BoK (from the same textbook/BoK)
- For purchase orders placed by a Registered Partner for certification exams, the following discounts apply:
- 10% for orders of more than 5 and less than 10 exam vouchers
- 20% for orders of more than 11 exam vouchers
- All exam vouchers must be ordered at once
1) NON-DISCLOSURE, CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT
1. The Registered Partner acknowledges in any position the Registered Partner may hold, in and as a result of the Registered Partner’s services provided to the CCLM, the Registered 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 Registered 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 Registered Partner;
iii. the Registered Partner rightfully had in his possession prior to the disclosure to the Registered Partner by the CCLM;
iv. is independently created by the Registered Partner without direct or indirect use of the Confidential Information; or;
v. is created by the Registered Partner at his own time and cost; or
vi. the Registered 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 Registered Partner in order to enable the Registered Partner offers his/her services.
Obligations of Non-Disclosure
2. Except as otherwise provided in this Agreement, the Registered 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 Registered Partner for the Permitted Purpose. The Registered 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 Registered 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 Registered Partner may disclose any of the Confidential Information:
a. to such of his Registered Partners, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:
i. the Registered 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 Registered Partner;
iii. the Registered Partner agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
iv. the Registered 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 Registered Partner during the Registered Partner’s Service Agreement is an opportunity belonging to the CCLM. Accordingly, the Registered 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 Registered 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.
8. Any attempt on the part of the Registered Partner to induce others to leave the CCLM’s employ, or any effort by the Registered Partner to interfere with the CCLM’s relationship with his other Registered Partners and contractors would be harmful and damaging to the CCLM. The Registered 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 Registered Partner will not in any way, directly or indirectly:
a. induce or attempt to induce any Registered 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 Registered Partners and contractors;
c. discuss employment opportunities or provide information about competitive employment to any of the CCLM’s Registered Partners or contractors; or
d. solicit, entice, or hire away any Registered Partner or contractor of the CCLM.
This obligation will be limited to those that were Registered Partners or contractors of the CCLM when the Registered Partner was contracted.
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 Registered 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 Registered 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 Registered 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 Registered Partner acknowledges and agrees that all rights, title and interest in any Confidential Information, for which the Registered Partner develops for the CCLM and is compensated for, will remain the exclusive property of the CCLM. Accordingly, the Registered Partner specifically agrees and acknowledges that the Registered 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 Registered Partner may have created or contributed to the creation of the same.
12. The Registered Partner does hereby waive any moral rights that the Registered 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 Registered Partner’s own time and cost, and
c. does not:
i. relate to the business of the CCLM,
ii. relate to the Registered Partner’s actual or demonstrably anticipated processes, research or development or
14. The Registered Partner agrees to immediately disclose to the CCLM all Confidential Information developed in whole or in part by the Registered Partner during the term of the Service Agreement and to assign to the CCLM any right, title or interest the Registered Partner may have in the Confidential Information. The Registered 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 Registered Partner to the CCLM.
15. The Registered 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 Registered 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 Registered Partner and any agents of the Registered 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 Registered Partner agrees that, upon request of the CCLM, or in the event that the Registered 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 Registered Partner will turn over to the CCLM all documents, disks or other computer media, or other material in the possession or control of the Registered 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 Registered Partner’s services to the CCLM.
17. In the event that the Registered Partner is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Registered 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 Registered Partner’s compliance with the provisions of this Agreement in regards to the request.
18. If the Registered Partner loses or makes unauthorized disclosure of any of the Confidential Information, the Registered 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. Fax: +1 (647) 799-0464, Email: Hello@CCLMCanada.org
b. Registered Partner Address
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.
22. This Agreement will automatically terminate on the date that the Registered 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.
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.
24. This Agreement may only be amended or modified by a written instrument executed by both the CCLM and the Registered Partner.
25. Nothing in this Agreement shall be construed to constitute an agency, partnership, employment, joint venture, or other similar relationship between the Parties.
26. That in the event of circumvention of this Agreement by the Registered Partner, directly or indirectly, the circumvented Registered 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.
27. This Agreement will be construed in accordance with and governed by the laws of the Province of Ontario, Canada.
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 Registered 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 Registered Partner.
33. The CCLM and the Registered 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 Registered 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 Registered 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 Registered Partner.
36. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.