We create training modules based on your supplied content. Depending on the scope of work, as described under Scope of Services, this may include a variety of tasks such as interviewing your subject matter expert, performing independent research on the course topic, video editing, narration, translation and graphic design. The Scope of Services includes the sections Project Services, Project Scope and Project Timeline ("Scope of Services") that we commit to provide you. The content of the training modules (the "Product") will fulfill the training curriculum as outlined and described in the Scope of Services. The Project Timeline portion of the Scope of Services provides the timeline for commencement of work and the achievement of certain deliverables.
You’ll have opportunities to review our work and provide feedback. The parties acknowledge and agree that final payment is not due until the Product assessed solely by you as satisfactory and thereby a complete fulfillment of the Scope of Services.
You may increase the Scope of Services by asking us to perform additional tasks. We will provide a quote for any scope increases requested.
We can’t guarantee that our work will be error-free, (we’re human!) so we can’t be liable to you or any third-party for lost profits or other consequential or special damages, even if you’ve advised us of them. That said, notwithstanding the above, we accept and shall indemnify you and hold you harmless from and against all claims, liabilities, damages and expenses, including reasonable legal fees, arising out of, in whole or in part, any violation or claimed violation of a third party's rights because of your use of our work product as provided under this Agreement.
Our review process should allow us to both catch any errors or issues, but we understand that sometimes things are missed, and only found by you or us after the courses are finalized (we are all human!). Therefore, for a period of 30 days after your final approval of a course module, we will fix any minor bugs or oversights within the modules. This warranty does not include bugs or issues beyond our control - for instance, bugs or limitations with the course authoring tool or web browser used to view the course.
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above.
You agree to aid us in doing so by making available to us needed information pertaining to your courses and to cooperate with us in expediting the work by providing timely and comprehensive review feedback.
Functionality or feature requests above and beyond those listed in the Scope of Services will require an agreed upon amendment.
Projects that go dormant for longer than 45 days because of your failure to be responsive to review requirements, will incur a fee to resume work of $100.
We’re sure you understand how important it is that you will promptly pay the invoices that we send you. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the payment schedule as outlined in the Investment section of this Agreement.
In the event that we incur legal fees, costs and disbursements in an effort to collect any overdue invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses provided they are reasonable.
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all demonstrated and substantiated time spent on the project, at our standard hourly rate of $120/hr. We agree to use our best efforts to minimize such costs and expenses.
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties for use in performing services for you (If and as applicable).
You guarantee that all elements of text, images, or other artwork you provide are either owned by yourselves, or that you have permission to use them.
Then when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the Product and all ownership rights shall reside with you. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
We acknowledge our responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by us on behalf of you or disclosed by you to us ("Confidential Information") where you shall have the sole discretion to determine what is classified as Confidential Information. We further acknowledge that you may seek any remedy available to it including equitable relief without any requirement for provision of any security in gaining the same.
This Agreement shall become effective as of the invoicing date in the Investment section, and shall continue until provision of final payment by you for delivery of Product in satisfaction of the Scope of Services.
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within fifteen (15) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement and the cure period, after notice, has expired.
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by you to us, we shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. The parties acknowledge that subsequent to this Agreement, the Confidentiality and Ownership of Product provisions continue to apply.
This Agreement shall be governed and construed in accordance with the laws of the Province of Manitoba.
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
We acknowledge that we do not have a right of assignment relative to this provision, benefits or obligations enumerated under this Agreement.