Classroom Training Agreement

Redwood Software and CLIENT agree that the following terms and conditions shall apply to Services provided by REDWOOD under this Agreement

1. DEFINITIONS

The capitalized terms in this Agreement shall have the following meanings:
"CLIENT" shall mean the party and its fully owned subsidiaries who, by signing the Order Form have accepted these terms and conditions.
"REDWOOD" shall mean the local country subsidiary of Redwood International Business Group B.V. referred to in the Order Form, from which CLIENT acquires the Services.
"Commencement Date" shall mean the starting date of the Classroom Training unless otherwise stated on the relevant Order Form.
"Classroom Training" shall mean group training for CLIENT's trainee(s) by a REDWOOD trainer, organized by REDWOOD at REDWOOD's or CLIENT's facility including Documentation.
"Documentation" shall mean the training guide(s) supplied by REDWOOD relevant to the Classroom Training.
"Order Form" shall mean REDWOOD's standard form for ordering Services or any other document approved and accepted by REDWOOD for any such purpose.
"Price List" shall mean REDWOOD's standard fee schedule that is in effect when a Services order is received by REDWOOD.
"Program(s)" shall mean the computer software (in object code form unless stated otherwise) that is used during the Classroom Training which is owned or distributed by REDWOOD.
"Registration" shall mean the process of registering a participant for a Classroom Training by CLIENT.
"Services" shall mean Classroom Training.
"Trainee": shall mean a participant in a Classroom Training, registered by CLIENT.

2. ORDERING

When placing an order under this Agreement CLIENT shall reference the Agreement number and Effective Date of this Agreement. Where CLIENT's internal procedures require CLIENT to raise a purchase order to accompany any order it shall be CLIENT's responsibility to ensure the purchase order is raised in a timely manner. The reception of the signed Order Form by Redwood makes the Order irrevocable. Registration is finalized by payment of the fees due.

3. SERVICES

REDWOOD will provide Classroom Training as specified on the Order Form; as requested by CLIENT and agreed to by REDWOOD. All Services shall be billed on fixed fee basis per day at REDWOOD's then current rates for such Services unless the parties expressly agree otherwise in writing. For any on-site Services requested by CLIENT, CLIENT shall reimburse REDWOOD for actual, reasonable travel and out-of-pocket expenses incurred.

Trainee is allowed to use the Program(s) during the Classroom Training only. CLIENT or its Trainee does not acquire any rights of ownership or license, or any other implied rights whatsoever. No rights shall pass to CLIENT. All right, title and interest in or to the Program(s) and the Documentation and the intellectual property rights therein, including, but not limited to: (a) any and all Improvements thereto, and (b) any and all copyrights, trademarks, patents, patent rights and proprietary marks, names and logos thereto shall at all times remain the exclusive property of or vest on creation in REDWOOD or its licensor. CLIENT agrees to execute all such documents as may become reasonably necessary for the purpose of vesting or assigning any intellectual property rights in the Improvements to REDWOOD or its nominee.

CLIENT and its Trainee shall not attempt, or permit or encourage others to attempt to use (except under the provisions of this Agreement), copy, dump, trace, translate, modify, alter, adapt, change, disassemble, decipher or decompile, nor create or attempt to create, by reverse engineering or otherwise, decrypt or discover the source code from the object code of the Program(s) or use the Program(s) to create a derivative work.

4. PAYMENT PROVISIONS

4.1 Invoicing and Payment

The total invoice amount shall be due by CLIENT one month in advance before the Commencement Date of the Classroom Training. Payment by CLIENT will finalize the Registration. If the amount due has not been received by Redwood one month before the course starts, REDWOOD has the right to deny Trainee(s) to participate in the Classroom Training.

4.2 Change of Registration

CLIENT has the one-time possibility to change the Commencement Date of the Registration if the following conditions are met:
1) The Commencement Date of the new Classroom Training is within the period of 1 year from the Commencement Date of the registered Classroom Training;
2) CLIENT pays 50% of the total fee of the original registered Classroom Training;
3) CLIENT pays 75% of the fee of the new Classroom Training.
The additional payment is due immediately.

CLIENT has the right to change the Trainee for another participant until the Commencement Date, by informing REDWOOD in writing.

4.3 Cancellation of Registration

In case of a cancellation of the registration by CLIENT the following cancellation fees apply:
1) 4 weeks prior to the Commencement Date: 20% of the total fee;
2) between 2 and 4 weeks prior to the Commencement Date: 50% of the total fee;
3) less than 2 weeks prior to the Commencement Date or no show: 100% of the total fee.

REDWOOD reserves the right to cancel the Classroom Training up until two weeks prior to the Commencement Date. All participants will be notified by phone or mail. REDWOOD does not accept any responsibility for damages and/or expenses because of the cancellation. CLIENT shall be entitled to recover the fees paid, or to register the Trainee for another Commencement Date of a similar Classroom Training free-of-charge.

4.4 Taxes and Duties

Fees include import duty (when applicable) in effect on the date of invoice by REDWOOD. Fees and other charges are exclusive of, and CLIENT is responsible for, all other duties or taxes (except taxes based on REDWOOD income). All taxes (except taxes based on REDWOOD income) shall be billed to and paid by CLIENT in addition to the fees at the rate in effect on the date of invoice.

5. WARRANTIES

5.1 Scope of Warranties

REDWOOD warrants that the Classroom Training including the provided Documentation can match industry standards on training courses.

5.2 Exclusive Remedies

For any breach of the warranties contained in Section 5.1, CLIENT's exclusive remedy, and REDWOOD's entire liability, shall be:
The reperformance of the Services, or if REDWOOD is unable to perform the Services as warranted, CLIENT shall be entitled to recover the fees paid to REDWOOD for the unsatisfactory Services. REDWOOD is not liable, if the Trainee does not fulfill the prerequisites set for the Classroom Training.

6. NON‑DISCLOSURE

6.1 Confidential Information

The parties agree that any Information disclosed by one party to the other party shall be kept confidential for the term of this Agreement and thereafter. Such Information shall be maintained and protected by the other party with the same effort used to protect its own Information. Except to the extent required by this Agreement, both parties agree not to duplicate in any manner the other's Information or to disclose it to any third party or any of their employees not having a need to know and solely for the express purposes of this Agreement. The parties further agree not to use each other's Confidential Information for any purpose other than the implementation of this Agreement.

6.2 Exclusions

A party's Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction or disclosure; or (d) is independently developed by the other party without breach of the Agreement; or (e) is disclosed by operation of law.

7. INTELLECTUAL PROPERTY RIGHT INDEMNITY AND LIABILITY

7.1 Infringement Indemnification

REDWOOD shall defend and indemnify CLIENT against a claim that any of the Services within the scope of this Agreement infringe a European Union, United States, Japanese or Canadian copyright or patent or other intellectual property right, provided that: (a) CLIENT informs REDWOOD in writing within thirty (30) days of the claim; (b) CLIENT grants to REDWOOD sole control of the defense and all related settlement negotiations; and (c) CLIENT provides the assistance, information and authority necessary to perform REDWOOD's obligations under this Article 7. If these conditions are met, REDWOOD shall pay all costs and damages finally awarded.

7.2 Limitations on Indemnity Obligations

REDWOOD shall have no liability for any claim of infringement based upon use of a superseded or altered release of the Documentation if such infringement would have been avoided by the use of a current unaltered release of the Documentation that REDWOOD provides to CLIENT.

8. LIMITATION OF LIABILITY

EXCEPT FOR PERSONAL INJURY, DAMAGE TO TANGIBLE PROPERTY, OR LIABILITY ARISING UNDER ARTICLE VII, REDWOOD'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT, AND CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES ARISING OUT OF CLIENT'S USE (OF THE OUTCOME) OF THE SERVICES, SHALL BE LIMITED TO CLIENT'S DIRECT DAMAGES, BUT IN NO EVENT SHALL SUCH DAMAGES EXCEED THE AMOUNT OF PAYMENTS MADE BY CLIENT TO REDWOOD PURSUANT TO THIS AGREEMENT. CLIENT FURTHER AGREES THAT REDWOOD SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY THE CLIENT OR ANY PERSON AS A RESULT OF THE CLIENT'S USE OR MISUSE OF THE SERVICES OR THE PROGRAM(S) EVEN IF REDWOOD HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR PERSONAL INJURY, DAMAGE TO TANGIBLE PROPERTY OR LIABILITY ARISING UNDER ARTICLE VII, REDWOOD SHALL NOT BE LIABLE FOR: (I) ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES OF CLIENT; OR (II) ANY CLAIM OR DEMAND MADE BY A THIRD PARTY AGAINST CLIENT. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY SHALL CONTROL OVER ANY INCONSISTENT PROVISION OF THIS AGREEMENT. REDWOOD WILL NOT BE LIABLE FOR DELAYS OR FAILURES IN PERFORMANCE DUE TO CAUSES BEYOND ITS CONTROL OR FOR DAMAGES CAUSED BY CLIENT'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.

9. GENERAL

9.1 Severability

In the event any provision or part thereof of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, the remaining provisions and parts of this Agreement shall remain in full force and effect.

9.2 Waiver

The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or any subsequent default or breach.

9.3 Force Majeure

Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party's reasonable control, including without limitation acts of God, earthquake, labour disputes, shortages of supplies, actions of governmental entities, riots, war, fire, epidemics, terrorism, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.

9.4 Entire Agreement

This Agreement, including any referenced written Addenda, Order Forms and Exhibits constitutes the entire agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect to the Documentation and Services specified herein. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party.

9.5 Governing Law

The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the Netherlands, as if performed wholly within the state and without giving effect to the principles of conflicts of laws. The parties hereby consent to the exclusive jurisdiction of the courts of Utrecht. The parties specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

9.6 Attorney's Fees

In any suit or proceeding between the parties relating to this Agreement, the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment.