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 1. ENGAGEMENT OF SERVICES. 1.(1)*Subject to the terms of this Agreement, Contractor will, to the best of its ability, render the services and complete the Deliverable Work Product set forth in Project Assignment(s) accepted by Institution by the completion dates set forth therein. 1.(2)*Contractor agrees to exercise the highest degree of professionalism, and to utilize its expertise and creative talents in completing such Projects. 1.(3)*All Deliverable Work Product shall be subject to Institution acceptance, which shall not be withheld after signing of this Agreement. 1.(4)*In the event that Institution rejects a Deliverable Work Product, Institution will inform Contractor of the reasons for such rejection at least one week prior to the services start. It is understood that "Deliverable Work Product" as services rendered by the Contractor cannot be changed or reversed except for the situation when there is a bilateral consent. 1.(5)*In completing the Project Assignment, Institution agrees to provide its own equipment, workspace and transportation (if necessary) at its own expense. Institution will make its facilities and equipment available to Contractor when necessary. Contractor shall provide its own necessary resources and perform the services necessary to complete the Project Assignment in a timely and professional manner consistent with quality standards, and at a location, place and time defined by this Agreement. 1.(6)*Contractor may not subcontract or otherwise delegate its obligations under this Agreement without prior written consent by Institution. If a Contractor employee or consultant performs services in connection with this Agreement, the employee or consultant and Contractor must have entered into a written agreement containing provisions substantially equivalent to Section 4 below. 2. COMPENSATION. 2.(1)*Institution will pay Contractor fees for services to be rendered under this Agreement as set forth in the Project Assignment(s) undertaken by Contractor (Section 12). 2.(2)*Contractor will be reimbursed for those reasonable expenses as described in the Project Assignment(s) and incurred in connection with the performance of services under this Agreement provided Contractor submits verification of such expenses as Institution may require. 2.(3)*Upon termination of this Agreement for any reason on a part of Institution, all the fees paid prior to the service shall not be reimbursed or returned according to the Project Assignment(s) for work which is then in progress. 2.(4)*Upon termination of this Agreement for any reason on a part of Contractor, it will reimburse proportionally the sum in the Project Assignment(s) for work, which is in progress, including the date of termination. Contractor will provide also the services included in the Project Assignment(s) free of charge. 3. INDEPENDENT CONTRACTOR RELATIONSHIP 3.(1)*Contractor's relationship with Institution will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture or employer-employee relationship. Contractor is not the agent of Institution and is not authorized to make any representation, contract or commitment on behalf of Institution. Contractor will not be entitled to any of the benefits which Institution may make available to its employees, such as group insurance, profit-sharing or retirement benefits. So is Institution. 3.(2)*Contractor will be solely responsible for all tax payments and payments required to be filed with or make to any federal, state or local tax authority with respect to Contractor's performance of services and receipt of fees under this Agreement. 3.(3)*Because Contractor is an independent contractor, Institution will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker's compensation insurance on Contractor's behalf. 3.(4)*If Contractor is a natural person, Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to Contractor, its agents or employees under this Agreement. Contractor hereby agrees to indemnify and defend Institution against any and all such taxes or contributions, including penalties and interest. 4. TRADE SECRETS - INTELLECTUAL PROPERTY RIGHTS. 4.1 Proprietary Information Contractor agrees during the term of this Agreement and thereafter that it will take all steps reasonably necessary to hold Institution's Proprietary Information in trust and confidence, will not use Proprietary Information in any manner or for any purpose not expressly set forth by this Agreement, and will not disclose any such Proprietary Information to any third party without first obtaining Institution's express written consent on a case-by-case basis. By way of illustration but not limitation "Proprietary Information" includes: 4.1.(a)*trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as "Inventions"); and 4.1.(b)*information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and 4.1.(c)*information regarding, the skills and compensation of other employees of Institution. Notwithstanding, the other provisions of the Agreement, nothing received by Contractor will be considered to be Institution's Proprietary Information if: 4.1.(c).(a)*it has been published or is otherwise readily available to the public other than by a breach of this Agreement; 4.1.(c).(b)*it has been rightfully received by Contractor from a third party without confidential limitations; 4.1.(c).(c)*it has been independently developed for Contractor by personnel or agents having no access to Institution's Proprietary Information; or 4.1.(c).(d)*it was known to Contractor prior to its first receipt from Institution. 4.2 Third Party Information. 4.2.(a)*Contractor understands that Institution has received and will in the future receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty on Institution's part to maintain the confidentiality of such information and use it only for certain limited purposes. 4.2.(b)*Contractor agrees to hold Third Party Information in confidence and not to disclose to anyone (other than Institution's personnel who need to know such information in connection with their work, for Institution or to use, except in connection with Contractor's work for Institution, Third Party information unless expressly authorized in writing by an officer of Institution. 4.3 No Conflict of Interest. 4.3.(a)*Contractor agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation, inconsistent or incompatible with Contractor's obligations under this Agreement or the scope of services rendered for Institution except for the conditions which it had prior to signing Agreement with Institution. 4.3.(b)*Contractor warrants that to the best of its knowledge, there is no other existing contract or duty on Contractor's part inconsistent with this Agreement, unless it is a contract that does not interfere into Contractor's performance of it's duties with Institution. 4.3.(c)*Contractor further agrees not to disclose to Institution or bring onto Institution's premises, or induce Institution to use any confidential information that belongs to anyone other than Institution or Contractor. 4.4 Disclosure of Work Product. As used in this Agreement, the term "Deliverable Work Product" means any services in the "Project Assignment"(Section 10), whether or not patentable and all related knowhow, designs, mask works, trademarks, formulae, process, manufacturing techniques, trade secrets, ideas, artwork, software or other copyrightable or patentable works. Contractor agrees to disclose promptly in writing to Institution, or any person designated by Institution, all Work Product which is solely or jointly conceived, made, reduced to practice, or learned by Contractor in the course of any work performed for Institution ("Institution Work Product"). Contractor represents that any Work Product relating to Institution's business conceived at the time of services shall be disclosed in writing to Institution and attached to this Agreement. 4.5 Ownership of Work Product. Contractor shall specifically describe and identify all technology which 4.5.(a)*Contractor intends to use in performing under this Agreement, either owned solely by Contractor or licensed to Contractor with a right to sublicense. 4.5.(b)*Institution agrees that any and all inventions conceived, written, created or first reduced to practice in the performance of work prior to this Agreement is the sole and exclusive property of Contractor. 4.6 Assignment of Institution Work Product. 4.6.(a)*Except for Contractor's rights and ownership of its Work Product, Contractor irrevocably assigns Institution and its designees all rights to use Deliverable Work Product on their discretion worldwide (the "Proprietary Rights") after completion of the service and delivery of Deliverable Work Product. 4.6.(b)*Except as set forth below, Contractor retains no rights to use Institution Work Product and agrees not to challenge the validity of Institution's ownership in Institution Work Product. Contractor hereby grants to Institution a non-exclusive, royalty-free, irrevocable and world-wide right, with rights to publicly perform, and publicly display in a form or medium, whether now known or later developed, distribute, make, use and sell any Work Product that has been delivered by Contractor after the completion of the service terms. 4.6.(c)*Deliverable Work Product shall become the Institution Work Product on which Institution will exercising its Property Rights only after the completion of services and fulfillment of due payments. 4.7 Waiver or Assignment of Other Rights. 4.7.(a)*If Contractor has any rights to Institution Work Product that cannot be assigned to Institution, Contractor unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Institution with respect to such rights, and agrees, at Institution's request and expense, to consent to and join in any action by Institution to enforce such rights. 4.7.(b)*If Contractor has any right to Institution Work Product that cannot be assigned to Institution or waived by Contractor, Contractor unconditionally and irrevocably grants to Institution during the term of such rights, an exclusive, irrevocable, perpetual worldwide, fully paid license, with rights publicly perform and publicly display by all means now known or later developed, such rights. 4.8 Assistance. 4.8.(a)*Contractor agrees to cooperate with Institution or its designee(s), both during and after the term of this Agreement, in the procurement and maintenance of Institution rights in Institution Work Product and to execute, when requested, any other documents deemed necessary by Institution to carry out the purpose of this Agreement. 4.8.(b)*Contractor agrees to execute upon Institution's request and due payment, a signed transfer of copyright to Institution in the form attached to this Agreement as Appendix D for all the Contractor's Work Product subject to copyright protection, including, without limitation, computer programs, notes, sketches, drawings, written materials and publications. 4.9 Enforcement of Proprietary Rights. 4.9.(a)*Contractor will assist Institution in every proper way to obtain, and from time to time enforce the Work Product mentioned in a Project Assignment(s) in any and all countries. To that end Contractor will execute, verify and deliver such documents upon completion of services and perform such other acts (including appearances as a witness) as Institution may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Rights and the assignment thereof. 4.9.(b)*Contractor's obligation to assist Institution with respect to Rights relating to such Work Product in any and all countries shall continue beyond the termination of this Agreement, but Institution shall compensate Contractor at a reasonable rate after such termination for the time actually spent by Contractor at Institution's request on such assistance. 4.10 Execution of Documents. 4.10.(a)*All documents Contractor specifies as its Deliverable Work Products are valid only with its signature and in no way Institution shall use without Contractor's consent. 4.10.(b)*All documents Contractor specifies as Institution Work Products under this Agreement, shall be used by Institution on its own discretion except for actions that are the subject to copyright law and licensed to Contractor. 5. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor hereby represents and warrants that 5.(1)*except as disclosed in the applicable Project Assignment, Institution Work Product will be an original work of Contractor and any third parties will have executed assignment of rights reasonably acceptable to Institution; 5.(2)*neither Institution Work Product nor any element thereof will infringe the Intellectual Property Rights of any third part; 5.(3)*neither Institution Work Product nor an element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interest, encumbrances or encroachments; 5.(4)*Contractor will not grant, directly or indirectly, any rights or interest whatsoever in Institution Work Product to third parties; 5.(5)*Contractor has full right and power to enter into and perform this Agreement without the consent of any third party; 5.(6)*Contractor will take all necessary precautions to prevent injury to any persons (including employees of Institution) or damage to property (including Institution property) during the term of this Agreement; and 5.(7)*should Institution permit Contractor to use any of Institution's equipment, tools, or facilities during the term of this Agreement, such permission shall be gratuitous and Contractor shall be responsible for any damage to property (including Institution's property) arising out of use of such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Institution in permitting its use. 6. IDENTIFICATION. 6.(1)*Contractor will identify and hold harmless Institution, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorney's fees and court costs) which result from a breach or alleged breach of any representation or warranty of Contractor ("Claim") set forth in Section 5 of this Agreement, provided that Institution gives Contractor written notice of any such Claim and Contractor has the right to participate in the defense of any such Claim at its expense. 6.(2)*In the event the harm and damage is caused by the negligence or carelessness on part of Institution or its employees or designees, Contractor retains rights to terminate the service, set forward the "Claim" and not be liable for any reimbursement or Work Product delivery. 7. TERMINATION 7.(1)*Institution may terminate this Agreement at its convenience and without any breach by the Contractor upon at least 7 (seven) days' prior to the services of Contractor. However, after the service fees are paid according to the Project Assignment(s), termination does not involve "Claims" for reimbursement. 7.(2)*Contractor may terminate this Agreement at any time that there is not uncompleted Project Assignment in effect (including unsatisfactory work conditions) prescribed by this agreement upon prior written notice to Institution. 7.(3)*During and for a period of 5 (five) year immediately following termination of this Agreement by either party, Contractor agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with Institution. 7.(4)*Institution pledges to exercise the same policy under Section 7.(3) to avoid harming the credibility or reputation of Contractor. 7.(5)*Upon termination of the Agreement with Institution or completion of service, Contractor will deliver to Institution any and all equipment listed under Institution's property. 7.(6)*Contractor further agrees that any property situated on Institution's premises and owned by Institution, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Institution personnel at any time with or without notice. 8. GOVERNMENT OR THIRD PARTY CONTRACTS 8.1 Government and Third Party Contracts. 8.1.(a)*In the event that Contractor shall perform services under this Agreement in connection with any Government or other contracts it holds prior to commencement to services with Institution Contractor agrees to notify Institution about it before the services and abide by all laws, rules and regulations relating thereto. Institution agrees to refrain itself from interfering in any way in these contracts and agreements. 8.1.(b)*To the extent that any such law, rule or regulation requires that a provision or clause be included in this Agreement, Contractor agrees that such provision or clause shall be added to this Agreement and the same shall then become a part of this Agreement. 8.1.(c)*Contractor agrees not to interfere or solicit any contracts and agreements of Institution it holds with third parties, except those that infringe the Contractor's rights on Deliverable Work Product and services. In this case Contractor has rights to terminate this Agreement being not liable for any Claims on reimbursement by Institution. 8.2 Security 8.2.(a)*In the event the services of the Contractor should require Contractor to have access to classified material, or other classified material in the possession of Institution's facility, such material shall not be removed from Institution's facility. 8.2.(b)*Contractor agrees that all work performed under this Agreement by Contractor which involves the use of classified material mentioned above shall be performed in a secure fashion (consistent with applicable law and regulations for the handling of classified material) and only at Institution's facility. 8.3 Ownership. 8.3.(a)*Contractor agrees that all information, premises, equipment specified as the Institution Work Product under this agreement represent the sole ownership of Institution. 8.3.(b)*Institution agrees that all information and its forms, materials, licenses, knowhow, methods used during the services represent the sole ownership of Contractor. 9. GENERAL PROVISION. 9.1 Governing Law. This Agreement will be governed and construed in accordance with the laws of People's republic of China and International Legislation. 9.2 Severability. 9.2.(a)*In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provision of this Agreement, and this Agreement, shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 9.2.(a)*If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 9.3 Assignment. 9.3.(a)*This Agreement may not be assigned by Institution without Contractor's consent, and any such attempted assignment shall be void and of no effect. It becomes valid only after both parties have it signed. 9.3.(b)*The Agreement shall be signed any time but at least 10 (ten) days prior to the services rendered and accepted agreed upon by both parties. 9.3.(c)*In the event the Agreement is signed in less than 10 (ten) days prior to the services, the fees are due upon signing date. 9.4 Notices. 9.4.(a)*All notices, requests and other communications under this Agreement must be in writing, and must be emailed or faxed. 9.4.(a)*If delivered by hand, or sent by Federal Express or similar receipt-bearing courier service, any such notice will be considered to have been given when received by the party to whom notice is given, as evidenced by written and dated receipt of the receiving party. The mailing address for notice to either party will be the address shown on the signature page of this Agreement. Either party may change its mailing address by notice as provided by this section. 9.5 Legal Fees. 9.5.(a)*If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the Plaintiff party bares all its own expenses unless decided otherwise by court. 9.5.(a)*All claims for reimbursement must undergo court procedures and be made according to court decisions unless there is a mutual compromise and agreement between the parties. 9.6 Injunctive Relief. A breach of any of the promises or agreements contained in this Agreement may result in irreparable and continuing damage to the Contractor's business for which there may be no adequate remedy at law, and Contractor is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate including financial coverage of the damage. 9.7 Survival. The following provisions shall survive termination of this Agreement: Section 4, Section 5, Section 6, Section 7.(3) and Section 7.(4). 9.8 Export. Contractor agrees not to export, directly or indirectly, any Chinese source technical data acquired from Institution or any products utilizing, such data to countries outside the China, which export may be in violation of the Chinese export laws or regulations. 9.9 Entire Agreement. 9.9.(a)*This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between parties. 9.9.(b)*No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement will be effective unless in writing and signed by the party to be charged. 9.9.(c)*The terms of this Agreement will govern all Project Assignments and services undertaken by Contractor for Institution. INSTITUTION CONTRACTOR Signature Signature Date Date Seal Seal APPENDIX A PROJECT ASSIGNMENT 10. Contractor Work Product: 10.1*Certificate Teacher Training Course - "Teaching English as an International Language" 10.2*TEIL Certificate 10.3*License to Teach International English from the Licensing Authority for Teachers of International English (USA, Canada). 10.4*Terms of Fulfillment of Contractor Work Product: 10.4.(a)*Certificate Teacher Training Course as scheduled in Section 13.1 10.4.(b)*TEIL Certificate - upon completion of the course 10.4.(c)*LATIE License - within 14 (fourteen) days after completion. 10.4.(d)*References - upon completion 10.4.(e)*Transcript - upon completion 10.4.(f)*Course book - upon completion 10.4.(g)*Verification - upon completion 11. Institution Work Product 11.(a)*Class as a workspace on premises 11.(b)*Computer or multimedia equipment (optional) 11.(c)*Transportation 11.(d)*Coordinator services 11.(e)*Enrollment of trainees. Minimum class of 8 (eight) and maximum of 17 (seventeen) trainees is considered as a "full class" to validate the Agreement. 11.(f)*For the class of less than 8 (eight) trainees under this Agreement Sections 12.(h) and 12.(i) are enforced. 12. Fees 12.(a)*All fees are distributed between Institution and Contractor in accordance with the section 13 "Payment Terms". 12.(b)*The payments are made in USD or local currency. The rate of currency is defined by the Bank of China quotation on the due date. 12.(c)*50% of the payment is refundable when the Claim is lodged in less than 7 (seven) days prior to Contractor's commencement to services. 12.(d)*All fees collected for the course are subject to the distribution between Institution and Contractor. Both agree to 70% (seventy percent) for Contractor and 30% (thirty percent) for Institution distribution scheme. 12.(e)*In case the class has less than 8 (eight) trainees, Institution waives its rights to 30% (thirty percent) share in favor of 20% (twenty percent) share for such class. 12.(f)*In case the class has less than 5 (five) trainees, Institution waives its rights to 30% (thirty percent) share in favor of 10% (ten percent) share for such class. 12.(g)*All fees in the "Payment Terms" Section 13 are due to be paid at least 7 (seven) days prior to the Contractor's commencement to services. 12.(h)*All fees shall be paid by Institution in cash or by bank wire (Bank information provided). The deposit must be completed at least 5 days prior to the Contractor's commencement to services. 12.(i)*No fee is a subject to reimbursement after the service start date under this Agreement in Section 14. 13. Payment Terms 13.1*Payments are due and shall be tendered in accordance with the Payment Terms Chart: 13.2*No payments are defined without package value COURSE FEES (RMB) DURATION SERVICES (DAYS)* 100-hour Master Package* 7580* 15-21* TEIL Certificate LATIE License LATIE membership Transcript References Course book Verification 60-hour Standard Package* 6400 * 9-12* TEIL Certificate LATIE License LATIE membership References Verification 40-hour Junior Package* 4300* 5-7* TEIL Certificate Reference Verification 14. Duration of the Agreement and Terms 14.1*Agreement is valid for the period defined below and agreed upon by both parties. 14.2*The starting date of Contractor's services is "_____" "_____________________" 200 ___ 14.3*The Dominant package validated (write) "________________________________" 14.3.(a)*100-hour Master Package 14.3.(b)*60-hour Standard Package 14.3.(c)*40-hour Junior Package 14.4*Termination date is "_____" "_____________________" 200 ___ 15. Expenses. Institution will reimburse Contractor for the following expenses: 15.1*Transportation fees if transportation not provided 15.2*Any damages caused by breach of this Agreement 16. PRIOR WORK PRODUCT BACKGROUND TECHNOLOGY The Deliverable Work Products provided to Institution hereunder will contain the following PriorWork Product and/or Background Technology, in addition to that previously disclosed in this Agreement. ** TESOL and TEFL Course materials **Certificates, Licenses, labels, copyrighted materials, logos, transcripts, references. 17. THIRD PARTY COMPONENTS. The Work Products provided to Institution hereunder by Contractor will be original, except for the following third party components, and Contractor warrants that it has the right to grant Institution a license to such components as set forth in Section 4.6 of the Agreement for Background Technology and Prior Work Product: NOTE: This Project Agreement is covered by the terms of an Independent Contractor Services Agreement in effect between Institution and Contractor. In the event that any item in this Project Assignment is inconsistent with that Agreement, the terms of this Project Assignment shall govern, but only with respect to the services set forth in this Project Assignment. INSTITUTION: CONTRACTOR: (Signature) (Signature) (Title) (Title) (Date) (Date) SEAL SEAL IN WITNESS WHEREOF, the parties have caused this Independent Contractor Services Agreement to be executed by their duly authorized representative. INSTITUTION: CONTRACTOR: (Printed Name) (Printed Name) (Signature) (Signature) (Date) (Date) SEAL SEAL APPENDIX B 18. ASSIGNMENT OF COPYRIGHT 18.1*For good and valuable consideration which has been received, the undersigned sells, assigns and transfers to Institution, the rights of using worldwide the Work Product delivered by Contractor: **TEIL Certificate to Institution designee(s) **LATIE License to Institution Designees(s) **Reference Letters to Institution designees(s) 18.2*The course book, course materials, logos, labels, design, methods, information in any form used in Deliverable Work Product by Contractor are the property of Contractor and it exercises copyrighted ownership over them. Therefore, Institution is liable to purchase the right to use the properties under this Section that constitutes set of liabilities as subjects of a separate contract. Signature:__________________________ SEAL Date: ______________________ Guangzhou, PR China