SERVICE AGREEMENT

THIS SERVICE AGREEMENT (hereinafter referred to as “Agreement”), is made effective as of the date of purchase between Total Project Scheduler, LLC (hereinafter referred to as the “Contractor”), and purchaser: 

WHEREAS, Contractor is an independent contractor that specializes in providing clients with comprehensive project scheduler training.

WHEREAS, Client desires to engage Contractor for the purposes of providing comprehensive project scheduler training services for Client; and, subject to the terms and conditions contained herein, Contractor desires to accept said engagement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and other good and valuable consideration hereinafter set forth, the parties hereto agree as follows:

•  SERVICES
•  Included Services. Contractor agrees to provide services (the “Services”) as set forth in the Statement of Work, attached hereto as Appendix A, and incorporated herein (the “SOW”), subject to the terms and conditions set forth in the SOW.
•  Excluded Services. Contractor’s Services hereunder shall be limited to the services specified in the SOW and shall expressly exclude any services not expressly specified in the SOW (each an “Excluded Service”). In the event Client desires to engage Contractor to provide any Excluded Service, a change order detailing such engagement shall be executed between the parties.
•  FEES AND COSTS
•  In consideration for the Services performed by Contractor hereunder, Client agrees to pay Contractor the fees and costs set forth in the SOW (collectively the “Fees and Cost”), upon the schedule set forth in the SOW. The Fees and Costs represent the total fees, costs, and charges for the Services and will not be increased during the Term (as defined subsequently herein) of this Agreement except pursuant to a mutually agreed change order.
•  RELATIONSHIP OF THE PARTIES
•  Contractor and any related sub-contractors are not employees, partners, or members of Client’s company or organization. Contractor has the sole right to control and direct the means, manner, and method by which the services in this Agreement are performed. Contractor has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA) registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Contractor. 
•  CONFIDENTIAL INFORMATION
•  Each party hereto shall keep the other party’s “Confidential Information”, including, but not limited to, business secrets, customer, supplier, logistical, financial, research, technical and development information, as well as all other information which can reasonably be discerned to be confidential, and all information designated as confidential, strictly confidential and shall not disclose such information to any third party without the prior written consent of the confiding party. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which: (i) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the information was shared with the other party; (ii) can be demonstrated in writing to have been rightfully in the possession of the other party prior to the sharing of such information; (iii) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of other party; or (iv) is supplied to the other by a third party without binder of secrecy, so long as such third party has no obligation to the confiding party to maintain such information in confidence. Each party understands that its obligations hereunder with respect to any Confidential Information will terminate only at such time (if any) as said Confidential Information ceases to be confidential as set forth above. 
•  OWNERSHIP OF INTELLECTUAL PROPERTY
•  Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course or providing Client with its Services.
•  LIMITATION OF LIABILITY
•  Client agrees that the maximum amount of damages that the Client is entitled to in any claim of or relating to this Agreement or Services provided herein are not to exceed Contractor’s total cost as set forth in this Agreement.
•  INDEMNIFICATION
•  Client agrees to indemnify and hold harmless Contractor and its employees, agents, and independent contractors for any injury, property damage, liability, claim, or other cause of action arising out of or related to Services provided herein.
•  MISCELLANEOUS
•  No failure by either party to perform any of its material obligations hereunder shall be deemed a breach hereof, unless the non-breaching party has given written notice of such failure to the breaching party, and the breaching party fails to cure such non-performance within (5) days after receipt of such notice, (15) days with respect to non-payment.
•  This Agreement supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof.
•  All additions, deletions, or modifications to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void.
•  This agreement shall be governed in accordance with the laws of the State of Maryland, applicable to agreements to be wholly performed therein, without giving effect to its laws governing conflict of laws
•  CLIENT DESIRES TO CANCEL OR RESCHEDULE

If the Client desires to cancel Services of Contractor for any reason at any time, then Client shall provide at least (7) days Notice to Contractor in order to cancel this contract. Client may reschedule Services with at least (24) hours Notice. Providing Notice will not relieve Client of any currently outstanding payment obligations. Contractor will not be obligated to refund any portion of monies Client has previously paid to Contractor. Contractor has no obligation to attempt to re-book further Services to make up for Client’s cancellation or rescheduling. 

•  CONTRACTOR DESIRES TO CANCEL OR RESCHEDULE

In the event Contractor cannot or will not perform the obligations in any or all parts of this Agreement, it (or a responsible party) will immediately give Notice to Client, and at the Contractor’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Contractor, no reasonable substitute is found, Contractor shall excuse Client of further performance obligations in this Agreement. 

Although we intend to hold the event on the date stated in this agreement, circumstances beyond our control may arise that require a change to the event date. In such instances, we will provide notice to the other party and work together in good faith to agree on a new date for the event.

• PHYSICAL PRESENCE IN COURSE 

It is mandatory for students enrolled in a TPS Academy course to physically be present on webcam camera. No exceptions. If student is not present on webcam or camera during virtual course within 20 minutes, they may not enter the course that day. 

• NO SHOWS 

If it becomes impossible for the Contractor to render Services due to the fault of the Client or parties related to Client, such as failure to provide necessary elements of the Services or failure of one or more essential parties to the Services to complete tasks in a timely manner, it is within the Contractor’s sole discretion to allow for any additional time or dates to render Services. In such an event, any outstanding amount will immediately become due and payable to Contractor. 

•  NOTICE

Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices via the following method of delivery at the date and time which the Notice is sent: