CERTIFIED IIB COUNCIL INSTRUCTOR AGREEMENT
IIB Council is a division of the successful certification and training organization the International
Council of E-Commerce Consults (IIB). IIB is a member-based organization that certifies individuals in
e-business and information security skills.
you are an individual applying to obtain and maintain Certified IIB Council Instructor
the parties hereto agree to enter into an independent contractor relationship whereby you agree to
perform your duties as a Certified IIB Council Instructor to conduct IIB courses only to IIB licensed
Authorized IIB Council Partner (from herein refer to as “AIP”).
THEREFORE, in consideration of the promises and mutual covenants herein contained as well as for other
good and valuable consideration, the parties do hereby agree to the following:
a. The CII hereby agrees to
perform the following obligations, which includes, but not to limited to:
Provide IIB with a Course of Instruction; to teach, speak, or otherwise deliver the classes;
Deliver Classes, Education Session and/or Workshop according to the course timing published by the
proponent of the course;
Administer the provision of Course of Instruction in accordance with the terms stipulated hereafter;
CII duties only at IIB Authorized Training Centres;
Maintain all IIB certifications which the CII is certified with and at all times, and ensure that the
CII is certified with the latest version of the certification in order for the CII to be authorized to
teach a class;
all necessary personal information as required by IIB for the purpose of this Agreement and notifies
IIB immediately should there be changes to the CII’s contact information;
(vii) Adhere to all
stipulations of IIB Code of Ethics and as stated at http://www.eccouncil.org/Support/code-of-ethics and
all other policies applicable upon the CII which may be changed and/or modified from time to time;
(viii) Uphold IIB
high standard as stated in the written policies and procedures of the organization;
(ix) Observe to
all instructions/restrictions obligated upon the CII by IIB in this Agreement;
unreserved cooperation to IIB in all matters pertaining to certifications and examination in pursuant
to this Agreement;
current knowledge and discipline in teaching and research;
(xii) Accept the role
of mentor, foster high aspirations, communicate effectively, and instruct students in diligent and
autonomous learning, encourage a participatory environment, identify learning resources, and guide
students in developing a wider network of professional colleagues;
his/her position in a cooperative and creative manner and encourage these traits in students;
(xv) Exhibit sensitivity to and an understanding of the diverse academic, socioeconomic,
cultural, religious, ethnic, and geographic backgrounds of students.
b. The CII agrees that IIB has the right to
determine in its absolute discretion whether the Training Services meet IIB’s high standards of
merchantability. In the event that IIB determines that the CII’s acts and/or omissions committed
in his/her capacity as a CII do not meet the obligations necessitated under this Clause 3, IIB reserves
the right to dismiss the CII from his/her position as IIB’s CII, as and/or when the circumstances
deem necessary, revoke his/her IIB certification without further notice, without any intervention of
any court of law.
IIB may publish
bio and photograph in its catalogues,
websites, and promotional materials and provide contact information and other essential
information. The CII will keep current all details and information contained in CII’s
file at IIB, and notifies IIB immediately should there be changes to the contact information.
IIB reserves the right to
update the CII on policies and procedures, as and when need for such notification may arise. IIB shall
use reasonable efforts to provide the CII with written notice of updates including announcement on CII
Portal. The CII shall agree to comply with all IIB updated policies and procedures from IIB
announcement on CII Portal.
No title or the ownership of the marks
provided to CII pursuant to this agreement is transferred to CII. IIB owns and retains all title and
ownership of all intellectual property rights in the products, documentations and related materials.
IIB does not transfer any portion of such title and ownership, or any of the associated goodwill to
CII, and this Agreement should not be construed to grant CII any right or license, whether by
application, estoppels, or otherwise, except as expressly provided, CII agrees to be bound by and
observe the proprietary nature of the products acquired by reason of CII status under this Agreement.
All rights not expressly granted herein are
reserved by IIB.
This Agreement represents
the complete agreement between the parties, superseding any other prior or contemporaneous oral or
written agreements. Any changes, corrections or additions to this Agreement shall be in writing in the
form of a supplemental agreement signed by all necessary parties and setting forth therein the proposed
change, correction or addition.
a.The CII shall, in his/her best endeavor, use the CII
marks and designation in a manner that does not derogate from IIB’s rights in the marks and
designation, and shall take no action that may interfere with or diminish IIB’s rights in the
marks or designation.
b.The CII shall not use IIB training materials or any
materials thereof, in the delivery of non-IIB Courses or for any purposes other than for the fulfilment
of the obligations necessitated upon his/her in this Agreement.
c.CII shall not teach any version of IIB course that CII
did not attend the relevant conference call session and pass the relevant certification exam for that
may not negotiate and enter into any Agreement with IIB Authorized IIB Council Partners (other than the
Sponsoring AIP) to prepare and teach any IIB course, without the prior written consent of IIB.
agrees not to file any new trademark, collective mark, service mark, certification mark, and/or trade
name application (s), in any class and in any country, for any trademark, collective mark, service
mark, certification mark, and/or trade name that, in IIB’s opinion is the same as, similar to, or
that contains, in whole or in part, any or all of IIB’s trademark, collective mark, service mark,
certification mark, and/or trade name, including without limitation, the Marks Training under this
agrees not to register or use his/her own or any internet domain name which contains IIB’s name
or marks or other trademarks in whole or in part or any other name which is confusingly similar
agrees to exert best efforts to prevent the unauthorized manufacture, copying, distribution or use of
the IIB courses and student kits, and any component thereof.
agrees to take all available steps to protect IIB and its products, certification exams, and courseware
against piracy or other infringement of any copyright or trademark, and the misappropriation or
unauthorized disclosure of any IIB trade secret or confidential information and to protect IIB’s
right, title, and interest in and to the IIB products, technologies and courseware.
agrees not to make public statements about IIB without the prior written consent of IIB.
agrees to promptly notify IIB at [email protected] (or such other contact information specified by IIB from time to time)
with specific details of any illegal use or copying of any courseware or other infringement of any mark
of IIB, of any misappropriation or unauthorized disclosure if any trade secrets or confidential
information of IIB.
agrees to immediately cease all use of IIB designation and marks upon the expiration or other
termination of this Agreement.
section will survive the expiration or other termination of this Agreement.
Reverse Engineering: CII agrees to not to analyse, decompile, reverse engineer or assist any third
party to analyse, decompile or reverse engineer any information/material that belongs to IIB for any
purpose whatsoever. Except for the purpose of providing the approved delivery of the authorized IIB
Program, the CII is prohibited from utilizing IIB Lab Setup Guide to build products that are
distributed or sold by the AIP to any third parties Training Program utilizing IIB’s Official
6.TERM AND RENEWAL
The initial term of this Agreement is one (1) year, commencing on the
Effective Date. Thereafter, this Agreement will automatically renew for successive one (1) year
terms, unless one party gives notice to the other party that it does not desire that the term be
renewed or the Agreement is terminated in accordance to Clause 7.
7.TERMINATION OF AGREEMENT
Termination by IIB: Without prejudice to any rights IIB may have under
this Agreement or in law, equity or otherwise, IIB may terminate this Agreement immediately, including
termination of CII certification, if CII materially fail to comply with any of the terms of this
Agreement (“Default”). Defaults shall include the following events:
CII fails to perform any of his/her obligations under this Agreemen
CII offers trainings without complying with the testing requirements of the Agreement,
or if CII discontinue offering the Training services.
If any government agency or court finds that Training services as provided by CII are
defective or improper in any way, manner or form.
If any actual or potential adverse publicity or other information said about CII,
his/her provision of Training services, or CII use of the Marks causes IIB, in its sole
judgment, to believe that IIB ‘s reputation will be adversely affected.
If CII fails to comply with the continuing certification requirement or IIB’s
updated policies procedures stated on IIB website or CII Portal.
If CII engages in misappropriation or unauthorized disclosure of any trade secret or
confidential information of IIB or pirate any IIB product or course, or otherwise
infringe any other intellectual property right of IIB, or engage in any other activities
prohibited by law.
If CII misrepresents his/her certification status or relationship
If CII offers Training Services below the standard of quality and integrity determined
If CII offers Training Services of competitor’s courses at any AIP, or IIB courses
at an AIP unauthorized by IIB.
If the CII’s sponsoring AIP Partnership with
IIB expires, suspended or terminated.
In the event that a Default occurs, IIB will use reasonable efforts to provide CII with
written notice of termination of the Agreement.
Either Party: Each party may terminate this
Agreement at any time, with or without cause, on thirty (30) calendar days’ prior notice to the
termination of this Agreement for any reason, CII must immediately cease all display, advertising, and
other use of the Marks and will return all badges and trademark collateral to IIB. Upon termination,
all right granted under the Agreement will immediately and automatically revert to IIB.
may, from time to time provide information to CII which it considers to be confidential shall, if
tangible, be marked as such or if communicated orally, designated at the time and promptly confirmed in
writing as such. Information that is so marked or designated and confirmed, and the Instructor Training
Materials regardless of form or designation, shall be “Confidential Information” under this
Information shall be held in trust and used only as necessary for the performance of this Agreement.
Confidential Information shall be treated with the same degree of care to avoid the disclosure to third
parties as is used with respect to CII’s own Confidential Information, not less than a reasonable
degree of care.
Information shall be disclosed only to those students or agents of a party who have a need to know such
information and are under binding obligation of confidentiality with respect to any such information
received. Confidential information shall not be disclosed by CII any other third party without the
prior written consent of IIB. CII agrees to defend, indemnify and save IIB harmless from and against
any and all damages, including reasonable attorney fees, sustained as a result of the unauthorized use
or disclosure of IIB’s Confidential Information.
The CII hereby agrees to
indemnify and hold IIB, its corporate affiliates, and their respective officers, directors and
shareholders harmless from and against any and all losses, liabilities obligations, demand, costs,
expenses arising from or related to any claim be brought by anyone not a party to this Agreement, to
the extent that said claim arises from the negligent acts or omissions of the CII
In no event will IIB be
liable to the CII for any special, indirect, consequential, punitive, exemplary or any similar type of
damages arising out of or in any way related to this Agreement.
Notwithstanding clause 9,
the aggregate liability of IIB under this Agreement is limited to an amount equal to $250,000.
WARRANTIES AND INDEMNIFICATION
a) The CII represents and warrants that:-
services rendered in accordance to the performance necessity of this contract shall be rendered
using sound, professional practices in a competent and professional manner
No services rendered and/or fulfilment
of obligations of this Agreement by the CII will, with his/her knowledge, violate the
copyright, patent, trademark, trade secret or other right of IIB;
The CII has disclosed to IIB any and all
other information, obligations, arrangements, agreements or interests of IIB that may
constitute or give rise to an actual or apparent conflict of interest on his/her part
given the nature and terms of this Agreement;
The CII is not under any obligation of a
contractual or other nature to any person, firm, corporation or other entity that is
inconsistent or in conflict with this Agreement, or that would prevent, limit or impair
the execution of this Agreement or his/her performance or of his/her obligations
The CII has the right, power and
authority to enter into this Agreement and to fully perform his/her obligations
12.HANDLING OF DISPUTES
Both parties agree that irreconcilable disputes will go to mediation,
and, if that fails, by binding arbitration, costs shared equally.
LAW / LEGAL FEES
The laws of the State of
New Mexico shall govern this Agreement. If any legal action, arbitration, or other proceeding is
brought under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys'
fees and expenses and other costs incurred in such action, arbitration or proceeding, in addition to
any other relief to which it may be entitled.
CII shall not
assign any of its rights or delegate any of its obligations under this Agreement without the prior
written consent of IIB. Any prohibited assignment or delegation shall be null and void.
All notices and
other communications required or permitted hereunder shall be deemed duly given only when in writing,
signed by or on behalf of the person giving the same, and either (i) personally delivered (with
receipts acknowledged), (ii) sent by registered or certified mail, return receipts requested, postage
prepaid, or (iii) sent by overnight next business day courier, to the following addresses:
International Council of
101C Sun Avenue NE
Albuquerque, NM 87109
such other address as any party hereto shall have specified by notice in writing to the other party
hereto. All such notices and communications shall be effective (i) when received or receipts
refused if delivered by personal delivery or overnight courier, or (ii) upon three days following
deposit in the mail if given by certified or registered mail, when delivered to the address specified
Any waiver of the provisions of this
Agreement or of a party's rights or remedies under this Agreement must be in writing signed by the
waiving party to be effective. Failure, neglect or delay by a party to enforce the provisions of
this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be
a waiver of such party's rights under this Agreement and will not in any way affect the validity of the
whole or any part of this Agreement or prejudice such party's right to take subsequent action.
If any term, condition or provision in
this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall
endeavor in good faith to agree to such amendments that will preserve, as far as possible, the
intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such
invalid term, condition or provision will be severed from the remaining terms, conditions and
provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
This Agreement contains the
entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all
previous communications, representations, understandings and agreements, whether oral or written,
between the parties with respect to the subject matter hereof.
19.NO THIRD PARTY BENEFICIARIES
Nothing herein expressed or implied is
intended or should be construed to confer upon or give to any Person other than the parties hereto and
their successors and assigns any rights or remedies under or by reason of this Agreement.
Neither CII nor IIB shall be
responsible for any delay in performance or failure to perform if caused by fire, flood, explosion,
war, strike, embargo, government requirement, civil or military authority, act of God, or other similar
causes beyond the parties' control and occurring without the fault or negligence of the delayed or
Both parties agree that they will not make any disparaging remarks,
whether orally or in writing, about IIB or the CII, their subsidiaries and/or related entities, their
products, services, officers, board of directors, managers, supervisors, and employees, to any persons
whatsoever during the term of this agreement. The obligation under this paragraph includes, but
is not limited to, refraining from making any disparaging, degrading or demeaning remarks or casting
any aspersions on IIB or the CII which might have a harmful effect on their reputations.
In return for the
assignment to teach the course previously specified in this contract, CII acknowledges that the
relationship with the IIB is governed by this agreement and that he/she will comply with the terms of
CII agrees to utilize all
IIB prescribed materials and texts and to verify current versions of materials and texts and courses
prior to the first schedule of the course.
The CII acknowledges and
agrees that IIB is the owner of the course materials and retains all rights, title and interest in the
Publication, including, but not limited to, all trademarks and copyrights. This clause is a material
provision of this Agreement and any breach of this Clause shall attract legal recourse against the CII.
The relationship of CII
and IIB established by this Agreement is that of independent contractors. This Agreement does not
give either party the power to direct or control the day to day activities of the other, constitute the
parties as partners, joint ventures, co-owners, principal-agent, franchiser-franchisee, or otherwise
participants in a joint or common undertaking, or allow either party to create or assume any obligation
on behalf of the other party for any purpose whatsoever.
If a dispute between the
parties arises out of or in connection with this Agreement, either party may send to the other party a
written notice of dispute adequately identifying and providing details of the dispute.
Within ten (10) business
days after service of a notice of dispute, the parties must confer at least once to attempt to resolve
the dispute and, failing resolution of the dispute, to explore and if possible agree on methods of
resolving the dispute by other means. At any such conference each party must be represented by a person
having authority to resolve the dispute.
If the dispute cannot be
resolved within twenty (20) business days after service of the notice of dispute, either party may send
the other party written notice referring the dispute for mediation, in which event the parties will
agree procedures to be adopted, the process of selection of the mediator and the costs involved.
If mediation fails,
either party may then commence legal proceedings against the other.
Nothing in this clause
prevents a party from seeking and obtaining urgent relief at any time before an appropriate court.
IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed as of the date first written above: