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Version Date: June 28, 2022

These STANDARD TERMS AND CONDITIONS OF PURCHASE (the “Terms”) govern the rights, remedies, and obligations of Sales Performance International LLC or an entity controlled by Sales Performance International LLC or subject to common control with Sales Performance International LLC. (“Richardson” ) and a Client (the “Client”) for the engagement of training, consulting, products or other services (“Services”) under documents issued by Richardson and executed by Richardson and Client that refer to or incorporate these Terms (each a “Purchasing Document”).

1. Richardson Personnel. Richardson shall provide the training resources it deems necessary and appropriate to perform the Services. Client hereby acknowledges that Richardson subcontracts certain development engagements and the delivery of its training to independent third-party consultants who are pre-screened, trained and certified by Richardson to develop content or facilitate Richardson-led instructor training pursuant to the terms of an independent contractor agreement with Richardson.

2. Fees and Payment. Client shall pay Richardson in accordance with the fee(s) as outlined in the applicable Purchasing Document (“Fees”). Client agrees to pay all invoices for Fees and reimbursable expenses within thirty (30) days of Client’s receipt of such invoice in full without offset. Client will reimburse Richardson for all reasonable and actual out-of-pocket expenses that Richardson incurs in connection with its performance of Services hereunder, including but not limited to, printing of any program materials, hotel, meals, airfare, ground transportation, and express mail/delivery charges. In making travel arrangements, Richardson agrees to comply with any reasonable travel policies provided in advance to Richardson by Client.

Richardson will include on each invoice all applicable federal, state and local sales and use taxes, ad valorem taxes, value added taxes, tariffs and duties that Richardson is legally required to collect from Client as a result of performing the Services under the Purchasing Document (“Taxes”). Client shall be solely responsible for all Taxes excluding, however, income taxes on profits which may be levied against Richardson. Client shall reimburse Richardson for the amount of such Taxes paid or accrued by Richardson and all Fees shall be exclusive of such Taxes.

3. Cancellation/Postponement. If Client must cancel or change the date of a training session (whether to be held in the classroom, virtually, or other medium), the cancellation fees of $9,000 USD if cancelled on less than two (2) weeks’ written notice is given and $5,000 USD if cancelled in more than two (2) weeks’ written notice to Richardson.

4. Confidentiality Provisions. Richardson and Client may have access to information that the other party considers confidential and/or proprietary, whether such information is communicated orally or in writing. This information may include, but is not limited to, the terms of a Purchasing Document or these Terms, intellectual property, pre-existing proprietary materials, technical know-how, technical specifications, software code, strategic business plans, systems, financial information, product information, concepts and compilations of data and any other information given from one party to the other (collectively, “Confidential Information”).

The confidentiality obligations described herein do not apply to information that is in the public domain; was known to the party prior to its access to the information; was received lawfully from a third party through no breach of any obligation of confidentiality owed to the other party; or that which is created by a party independently of the other party’s Confidential Information.

Each party agrees that it shall not disclose or use the Confidential Information of the other party for any purpose outside the scope of the Purchasing Document. The parties agree to protect the confidentiality of the other party’s Confidential Information in the same manner that it protects the confidentiality of its own Confidential Information of like kind, but in no event shall either party exercise less than reasonable care. If the receiving party is compelled by law or regulation to disclose Confidential Information of the disclosing party, it shall provide the disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance if the disclosing party wishes to contest the disclosure. If the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of the disclosing party in breach of this Section 4, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

5. Proprietary Rights.

5.1 Ownership. Richardson owns all right, title and interest in and to Richardson’s Confidential Information, pre-existing intellectual property (including but not limited to its training programs, materials, processes, methodologies, technologies, software, hosting platforms and any related documentation) and any and all derivatives, modifications and improvements thereof created in the course of performing Services pursuant to these Terms and including all intellectual property rights contained therein (“Richardson IP”). Client owns all right, title and interest in and to Client’s Confidential Information, and pre-existing intellectual property as described in the Terms and including all intellectual property rights contained therein (“Client IP”).

5.2 Rights Granted. Subject to the terms of the Terms and the Purchasing Document, Richardson hereby grants to Client a non-exclusive license for those individuals who participate in any training, whether in the classroom, on-line, or via other medium (each, a “Participant”) to use the applicable Richardson IP for the purpose of the Participants’ continued reference and reinforcement and only to the extent that such license is required to enable Client to make use of the Services herein.

5.3 Terms of Use. In the course of providing the Services under a Purchasing Document, Richardson may incorporate certain Client IP into Richardson IP as necessary to accomplish the provision of Services hereunder. The use of such Client IP shall be strictly limited for use by Richardson pursuant to the Services and in compliance with these Terms. Notwithstanding the foregoing and unless expressly stated otherwise in these Terms, the following restrictions regarding intellectual property shall apply:

5.3.1 Richardson shall not use, reproduce for its own use (except with Client’s approval in writing), sell, otherwise transfer, use or permit the use of any Client IP other than in connection with the provision of Services under the Purchasing Document and these Terms.

5.3.2 Client shall not reproduce for its own use (except with Richardson’s approval in writing), shall not sell, otherwise transfer, use, or permit the use of any Richardson IP, except as set forth pursuant to the terms of the Purchasing Document and these Terms. Client further agrees that no internal training or internal dissemination based upon any or all of the Richardson IP may be carried on by Client except as expressly permitted pursuant to specific licensing of the Richardson IP as outlined herein.

6. Warranties; Indemnification. Richardson represents and warrants that the Services shall be performed in a diligent, good and workmanlike manner consistent with the highest professional standards and quality. If, for any reason, any such Richardson-led training delivery impacts Client employees’ ability to receive the benefit of the Services, Richardson will re-perform the deficient Richardson-led training session at no cost to Client.

Each party hereby represents and warrants that it has the full right, title, or license to use and sublicense Richardson IP, or, in the case of Client, Client IP, and that the other party’s use of them as contemplated under these Terms shall not infringe or misappropriate any right of any person or entity. Each party shall, at its sole expenses defend, indemnify and hold the other party and its officers, agents, directors, employees, independent contractors, consultants, affiliates and licensees harmless from and against any and all liability, losses, claims, costs, damages, demands, penalties, or other expenses (including attorneys’ fees and other legal expenses) occasioned by any real or potential claim, demand or action which arises out of the foregoing representation and warranty. Each party’s obligations under this subsection shall survive any expiration or termination. Except as expressly provided herein, Richardson expressly disclaims all warranties, whether express, implied or statutory as to any services rendered or other deliverables in connection with the Purchasing Document, including the warranties of merchantability and fitness for a particular purpose.

7. Insurance. Richardson shall, at its sole cost and expense, procure and maintain continuously throughout the term of the Purchasing Document as per the insurance set forth herein. Client shall have the right (but not the obligation) to obtain insurance on behalf of Richardson that Richardson is required to carry hereunder but fails to keep current. Upon written request of Client, a copy of Richardson’s certificate of insurance shall be delivered to Client. Richardson maintains the following insurance:

7.1 Commercial General Liability Insurance, including blanket contractual coverage, of not less than $1,000,000 combined single limit per occurrence, $2,000,000 aggregate for bodily injury and property damage arising from Richardson’s Services.

7.2 Workers’ Compensation Insurance for statutory limits.

7.3 Employer’s Liability coverage with limits of not less than $1,000,000.

7.4 Professional Liability Insurance with minimum limits of $1,000,000 each claim and in the aggregate covering Richardson’s negligent acts, errors and omissions.

7.5 Network Security and Privacy Liability Insurance of $1,000,000 per claim

7.6 Cyber Liability Insurance of $1,000,000 per claim.

The liability insurance policies shall be primary and non-contributory with any other coverage, including any carried by Client or any additional insured, and shall contain a waiver of subrogation in favor of Client and any additional insured. All insurance coverages required hereunder shall be procured from insurers with a current A.M Best rating of not less than A- VII (or local equivalent).

8. Survival. Any term or condition which by nature is clearly intended to survive the expiration or termination of these Terms, shall survive any expiration or termination of these Terms including Confidentiality, Proprietary Rights, Warranties; Indemnification, Limitation of Liability.

9. Relationship of the Parties. At all times, Richardson shall be acting as an independent contractor and shall not be construed as creating a relationship of partners, affiliates, employer-employee, a joint venture or principal-agent between Client and Richardson.

10. Limitation of Liability. Neither party shall be liable for any special, incidental, consequential, or indirect damages, including without limitation, lost data or profits, however arising, even if it has been advised of the possibility of such damages. In no event shall Richardson’s liability for damages exceed the amount paid by Client to Richardson hereunder for the Services from which the claim arose.

11. Non-Solicitation of Personnel. Each party acknowledges and agrees that it will not employ or contract with in any way, including solicit for hire or engage in discussions with any of the other party’s officers, employees or agents (including Richardson’s training consultants and designers) who have a direct role in the provision of services hereunder. In the event a party elects to hire any such officers, employees or agents, the hiring party shall pay a fee to the other party equivalent to an executive recruitment fee, which shall be payable promptly upon the employment of such personnel by the hiring party.

12. Term. A Purchasing Document shall continue in force through six (6) months from the Effective Date of the Purchasing Document.

13. Force Majeure. Neither party shall be liable to the other party for failure or delay in performance caused by reasons beyond its reasonable control, including, but not limited to, restrictions of law, regulations, orders or other governmental directives, labor disputes, acts of God, third-party mechanical or other equipment breakdowns, fire, explosions, or other similar events (each, a “Force Majeure Event”).

14. Compliance with Laws. Richardson shall comply with all applicable international, federal, state, local laws and ordinances now or hereafter enacted, including: data protection and privacy laws; employment, tax, immigration, benefits and workers compensation laws; and international anti-corruption laws, such as Foreign Corrupt Practices Act 15 U.S.C. 78dd-1, et seq. and the United Kingdom Bribery Act.

15. Governing Law; Venue. The Purchasing Document shall be governed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The courts of the Commonwealth of Pennsylvania shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Purchasing Document. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Purchasing Document.

16. Assignment. These Terms may not be assigned by either party without the prior written consent of the other party; such consent not to be unreasonably withheld; provided, however, either party may assign this Purchasing Document to any person, firm or corporation that may acquire or take an assignment of substantially all of such party’s assets and business interests provided such purchaser shall assume the obligations of the acquired party hereunder.

17. Notices. All notices, permissions, and approvals under a Purchasing Document shall be in writing and shall be effective upon when sent by electronic mail, postage prepaid, certified or registered mail or overnight courier to the other party at the addresses set forth in the preamble of the Purchasing Document or to such other address as either party designate by written notice to the other party.

18. Entire Agreement. All references to “Purchasing Document” include these Terms. A Purchasing Document constitutes the entire agreement and understanding between the parties as to the subject matter herein and merges and supersedes all prior agreements, commitments, representations, writings, and discussions among them. No waiver, modification or amendment of any provision of the Purchasing Document shall be binding unless it is in writing and signed by a duly authorized representative of the party to be bound thereby. No failure or delay by either party in exercising any right, power, or remedy under a Purchasing Document shall operate as a waiver of any such right, power or remedy.