1. Appointment Period. My appointment is valid for a period of two (2) years from the date of signing this Agreement unless terminated earlier by either party.
2. BCC. British Cambridge College shall hereinafter be referred to as BCC.
3. Workshop. The workshop shall refer to the online or classroom training conducted by me.
4. Course Fees. The course fee for the online study is US$99.00 per course per student, which includes the course materials, certificate of completion from BCC and CPD, United Kingdom, and online instructor.
5. Consultancy Fees. I shall receive a Consultancy Fee of US$30.00 for each student whom I have recruited and attended my workshop for the soft skill programs from BCC.
6. Training. I shall teach only courses from BCC. I am responsible for preparing my own teaching materials and exercises for my students in accordance with BCC's Instructor Manual.
7. Competency. I certify that I have the necessary qualification, competency, skills, and experience to conduct each of my workshops and exercise great discipline and care towards my students at all times, and not bring BCC into disrepute. I shall participate in the review of my workshop for continuous improvement if requested by BCC.
8. Online Workshop. I shall be fully prepared for my workshop at least 30 minutes before the start of my workshop. I shall provide my own laptop, mobile phone, headset, the course materials to be distributed to the students, if any, and a fast speed internet connection (not less than 50 Mbps), at my own cost. I understand that BCC takes a serious view of providing the best training experience for all students.
9. Classroom Workshop. I shall be responsible for providing a workshop venue that complies with all the health and safety regulatory requirements of the relevant regulatory bodies. I shall provide my own laptop, projector (owned or rented), projection board, and printed course materials to be distributed to the students, at my own cost. I shall remind all students of the training dates and provide an accurate address of the workshop venue. I understand that BCC takes a serious view of providing the best training experience for all students.
10. Recruitment of Students. I shall be responsible for the recruitment of the students that will be attending my workshop. I shall conduct my marketing campaign that complies with ethical advertising methods and standards. The students can register and pay for the course at the BCC website with links to my profile and workshop.
11. Independent Instructor. I hereby certify that I am an Independent Instructor of BCC and my engagement is solely for the purpose of conducting workshops for courses from BCC. This Agreement does not create an employer-employee relationship between BCC and me. Furthermore, this Agreement does not oblige BCC to engage or to hire me for any subsequent project, thereafter. I shall not at any time claim that I am an employee, shareholder, director, or representative of BCC. I am responsible for payment of all my expenses including travel, entertainment, hotel and taxes arising out of my activities in accordance with this agreement, including but not limited to personal Insurance and taxes, I shall state clearly in all my correspondence and communication with all parties that I am an Independent instructor of BCC.
12. Course Modules. The modules provided by BCC are accredited by CPD, United Kingdom. I cannot claim that the modules developed by me are accredited by BCC or by CPD, United Kingdom, at any time whatsoever. I cannot use the logos of BCC or CPD, United Kingdom, on any of my modules without written approval from BCC or CPD. I certify BCC is the sole copyright owner of the course modules provided by BCC to me.
13. Non-Competing Clause. While I can conduct my workshop or workshops through another agency or institution, I shall not recruit past, current and known prospect students of BCC to attend my workshops which are outside the purview of BCC, without BCC's express written consent. The fee paid by the student to my workshop outside of BCC shall be automatically be reimbursed by me to BCC by way of liquidated damages representing lost business opportunity.
14. Confidentiality. I acknowledge and agrees that an essential consideration for my engagement under this Agreement is my undertaking to be bound, as I am bound, to keep, not to disclose or allow disclosure of any and all information to be provided to me by BCC, its officers, employees, representatives, agents, contractors and sub-contractors, partners, subsidiaries, affiliates or any and all persons doing business with BCC, on any and all of the BCC's projects, developments, plans, activities, operations, businesses, trades, ventures, pursuits, agreements, notes, analyses, compilations, studies, interpretations or to my materials, shall be treated and held in strict confidence and shall in no event be disclosed to any other person and shall be used for purposes exclusive to the services required of the Independent Training Consultant.
The foregoing, however, shall not be applicable to any information which:
(a) is made available to the public other than as a result of a disclosure by me.
(b) was made available by BCC on a non-confidential basis.
(c) became available to me on a non-confidential basis from a source other than BCC, when such source was entitled to make such disclosure; or
(d) was required to be submitted or disclosed to governmental regulatory authorities. This covenant shall survive the termination of this Agreement.
15. Termination. This Agreement may be terminated by either party giving a thirty (30) days' notice by email or registered letter to the other party. Upon the termination of this Agreement, I shall immediately cease using any printed or online materials bearing the trademarks, tradenames, and logos of the BCC, its associated companies, and CPD, United Kingdom. I shall also immediately return all files, contracts, receipts, and materials belonging to BCC. I am not entitled to receive any further compensation from BCC upon the termination of this Agreement.
16. Breach of Contract. In the event of a breach or willful act, omission, fraud or negligence, I shall reimburse BCC by way of liquidated damages all costs including, but not limited to, lost business opportunities, but in no case, the same shall be lower US$10,000.00 exclusive of litigation expenses and legal fees should the same be elevated to courts for enforcement.
17. Arbitration. Any dispute or claim arising from or relating to this Agreement will be finally settled by binding arbitration in the United States, by one arbitrator, in accordance with the Delaware Rapid Arbitration Act.
The appointed arbitrator shall be knowledgeable of and apply the law of the State of Delaware, USA without reference to the rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in the court in the State of Delaware having jurisdiction thereof. The cost of the arbitration, including but not limited to selection, appointment, fees, and others as may be necessary, shall be advanced by both parties in equal share, subject to the final award of the arbitrator.
18. Jurisdiction and Venue. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware without affecting the principles of conflict of laws. Any judicial action involving any dispute or matter arising under this Agreement shall be exclusively brought in the United States District Court for the state of Delaware or any Delaware State Court having jurisdiction over the subject matter of the dispute or issue. Each of the parties now consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding.