03 new_education_provider_agreement_aug11_bhedits__3.pdf

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Provider of GBCI Approved Courses for Continuing Education Agreement

This Provider of GBCI Approved Courses for Continuing Education Agreement ("Agreement")

is made effective the ____ day of __________, 2011 by and between the Green Building

Certification Institute, a non-profit corporation incorporated in and registered in the District ofColumbia having its principal office at 2101 L Street, NW, Suite 500, Washington, D.C. 20037,

United States of America (GBCI) and ____________________, a Provider of GBCI Approved

Courses for Continuing Education, having an address located at__________________________________ (Provider).

RECITALS

WHEREAS, GBCI is a non-profit organization which provides education for LEED and

green building knowledge in order to help green building professionals across all market sectors

build the capacity to develop their careers, as well as third-party project certification andprofessional credentials recognizing excellence in green building performance and practice; and

WHEREAS, Provider is an organization that offers continuing education courses ongreen building;

WHEREAS, GBCI is seeking third-party organizations to provide peer-reviewedcontinuing education courses which have been approved by GBCI to count towards the Green

Building Certification Institute (GBCI)s Credential Maintenance Program; and

WHEREAS, GBCI and Provider wish to enter into a contract detailing the procurementof Providers services by GBCI;

0B

NOW THEREFORE, in consideration of the mutual promises set forth herein, the mutual

benefits derived herefrom, and other good and valuable consideration provided each unto the

other, the receipt and sufficiency of which is acknowledged by the Parties acceptance of thisAgreement, it is agreed as follows:

AGREEMENT

1. SCOPE OF AGREEMENT: This Agreement consists of the recitals, terms, conditions,and provisions expressly set forth herein, and the terms conditions and provisions of the GBCI

Continuing Education Program Guide (Program Guide), attached hereto as Exhibit A andincorporated by reference herein, which are intended to be complementary and interpreted in

harmony so as to avoid conflict. In the event of any conflict or discrepancy between the terms,


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conditions, or provisions, of the documents identified in the preceding sentence, the termsconditions and provisions of this Agreement shall take precedence over the terms, conditions and

provisions of the Program Guide. This Agreement constitutes a fully integrated agreement that

supersedes any and all prior agreements between Provider and GBCI concerning the educationprovider services identified herein.

2. 1BSCOPE OF SERVICES:

2.1. 13BProvider agrees to perform for GBCI the duties and tasks identified in this

Agreement, hereinafter collectively referred to as Services.

2.2.14B

Provider shall provide the following services during the Term:

2.2.1. 15BRegister online as an Provider of GBCI Approved Courses forContinuing Education at gbci.org/managecourses;

2.2.2.16B

Submit the relevant course materials, as further described in the GBCI

Continuing Education Program Guide (the Program Guide), attached

as Exhibit A and incorporated by reference herein, to GBCI for its useof review of the course;

2.2.1. 17BUtilize GBCIs integrated technology solution for the uploading of theEducation Course participant roster, as further described in the

Program Guide;2.2.2.

18B

Use the designation as a Provider of GBCI Approved Courses forContinuing Education and the designation GBCI Approved

Course only upon GBCI review and grant of written approval of theEducation Course that has received review and approval by GBCI

(Education Course) and only in reference to the specific EducationCourse reviewed and approved by GBCI;

2.2.3. 19BProvide accurate, complete, and truthful information to GBCI in alltransactions pursuant to this Agreement, and make full disclosures ofall information requested by GBCI in a timely manner;

2.2.4. 20BProvide accurate and truthful representations regarding its EducationCourse in all marketing and advertising of products, publicationsand/or services;

2.2.5. 21BMarket such Education Course(s) only truthfully and refrain in suchmarketing from portraying that the Course is a requirement, refrain

from creating call, email, or other marketing lists from GBCIsdirectory of LEED Professionals,;

2.2.6. 22BUse and/or allowing third parties to use attendee identifyinginformation (including but not limited to email addresses and phonenumbers) only with the consent of the attendee.

2.2.7. 23BInclude the most current Provider of GBCI Approved Courses forContinuing Education slide within the course materials (i.e.PowerPoint, online course, workbook, etc.) only for courses approved

by GBCI in order to designate Providers participation in the program.


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This slide will be provided by GBCI upon approval of an EducationCourse;

2.2.8. 24BRefer to, advertise, promote, market or otherwise a course as a GBCIApproved Course only after it has received approval by GBCI. Acourse may not be referred to as pending approval at anytime in any

manner;2.2.9. 25BComply with, and fully satisfy, its responsibilities under all GBCIeducation review criteria, as indicated in the Program Guide, as well as

all other relevant GBCI policies, as may be amended from time to

time; and

2.2.10.26BConduct all educational and business operations in an ethical,professional and lawful manner.

2.3. 27B GBCI shall provide the following services to Provider during the Term:2.3.1.

28B

Review Education Course Review Applications submitted by Provider

in order to ensure that approved continuing education courses meet the

highest standards, guaranteeing LEED professionals a green buildingeducation that will help them;

2.3.2. 29BProvide the appropriate Provider of GBCI Approved Courses forContinuing Education promotional materials and approved messaging

to Provider for its use in marketing and advertising its EducationCourse;

2.3.3. 30BGive Provider at least thirty (30) days notice of any material changesto the GBCI Education Review criteria and other related GBCIpolicies.

2.3.4. 31BConduct all educational and business operations in an ethical,professional and lawful manner.

2.4. 32BThis Agreement recognizes only those Education Courses submitted by Providerand approved by GBCI. Provider agrees that it shall take affirmative steps to avoid

creating any inference or implication that other, non-approved courses are approved

by GBCI. To that end, Provider agrees to make no statements or representationsindicating or implying, in any manner, that GBCI has accredited, certified,

sponsored, or endorsed any other Education Course, products, publications,

credentials, certificates or services of Provider. Provider shall use the approved

messaging, as described in full in the Program Guide, in order to describe itsrelationship with GBCI.

3. INTELLECTUAL PROPERTY3.1.GRANT OF LICENSE: Upon the grant of Provider of GBCI Approved Courses

for Continuing Education status to Provider, GBCI shall grant a limited,

nonexclusive, nontransferable license (the License) for use of the phrasesProvider of GBCI Approved Courses for Continuing Education and GBCI

Approved Course (the Phrases) and for use of the logo GBCI CMP (the

Logo).


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3.2.APPLICATION OF LICENSE: The License is effective from date of approval ofthe Education Course(s) by GBCI and may be terminated by GBCI at any time for

any breach of the Agreement or the License terms. Both the Phrase and the Logoremain the property of GBCI at all times. The Logo is subject to trademark,

copyright and/or other intellectual property rights or licenses held by GBCI. TheLicense is not transferable and may not be implied to be granted to any other

education course not reviewed and specifically approved by GBCI, nor shall it be

used for any courses or services other than those named on the Education CourseReview Application. Use of the Phrases and Logo shall cease immediately in the

event of voluntary withdrawal of the GBCI approved Education Course by the

Provider or revocation of approval by GBCI for an Education Course(s).

In addition, the Phrases and the Logo shall be used only in a dignified manner and

shall not be altered or used in any way that diminishes its value or prestige, orotherwise reflects poorly on the reputation of GBCI.

The Logo shall be used only in conjunction with and to identify only those

Education Courses approved by GBCI as stated herein.

Provider shall use the Logo only in accordance with the 0H GBCI Logo Guidelines,

available at www.gbci.org.

4. 2BTERM: The term of this Agreement shall be effective from __________, 2011 throughDecember 31, 2012. This Agreement shall automatically terminate on December 31, 2012 (the

Termination Date), with no additional notice required. An option for renewal of this

Agreement shall exist dependent on the issuance of new terms and conditions by GBCI, and atthe mutual agreement of the Parties. As of the Termination Date, all terms, provisions and

conditions contained herein will expire.

5. 3BFEE: As consideration for GBCIs services in reviewing and approving the EducationCourse(s), Provider shall pay a fee to GBCI that is determined based upon the size and type of


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the Provider organization. These fees shall be paid in accordance with the Provider of GBCIApproved Courses for Continuing Education Fee Schedule, attached hereto as Exhibit B and

incorporated by reference herein. These fees shall be paid to GBCI on an annual basis, prorated

based upon the date that the Provider executes this Agreement.

6.4B

INDEPENDENT CONTRACTORS: The Parties are independent contractors withrespect to each other, and nothing herein shall create any association, partnership, joint venture,or agency relationship between the Parties. Neither party has any right or authority to assume or

to create any obligation or responsibility on behalf of the other party.

7. 5BCANCELLATION AND DEFAULT: Either Party may cancel this Agreement, withoutcause, by giving the other Party thirty (30) calendar days written notice of cancellation. Provider

may terminate its participation and the license granted herein if GBCI alters the program criteria

and/or other related policies materially, by providing GBCI at least thirty (30) days writtennotice of its termination. Further, in the event that one of the Parties is in default as defined

below, the non-breaching party may, in its sole reasonable discretion, immediately cancel this

Agreement without penalty by giving the breaching party written notice of such cancellationwhich shall not excuse breaches of this Agreement that already may have occurred.

7.1. 6BPROVIDER DEFAULT: Default on the part of Provider shall include, withoutbeing limited to, the occurrence of the following events:

7.1.1. 44Bfailure by Provider to comply with any of the provisions of thisAgreement in a satisfactory manner as reasonably determined by

GBCI; and failure to cure such violation within five (5) calendar days

after receipt of written notice of said violation;

7.1.2. 45Bfailure by Provider to make any payments to GBCI within ten (10)business days after receipt of written notice from GBCI of failure to

comply with the specifications described in this Agreement;

7.1.3. 46Bfiling by Provider of a voluntary petition under any bankruptcy,reorganization, insolvency, or any other law for the relief of, or

relating to debtors; the filing against Provider of an involuntary

petition in bankruptcy or a receiver or trustee is appointed to takepossession of Providers property, any of Providers property is

subjected to levy, seizure, assignment, application or sale for or by anycreditor or governmental agency, and such action is not dismissed

within thirty (30) calendar days thereafter; or Provider becomes

insolvent; or

7.1.4. 47Bdissolution of Provider voluntarily, involuntarily or by operation oflaw.

7.2. 33BGBCI DEFAULT: Default on the part of GBCI shall include, without being limitedto, the occurrence of the following events:

7.2.1. 48Bdissolution of GBCI voluntarily, involuntarily or by operation of law.


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8.7B

TERMINATION. This Agreement, the License and the rights granted hereunder will

terminate automatically if the Provider fail to comply with terms herein and fails to cure such

breach within thirty (30) days of becoming aware of the breach. Provisions which, by theirnature, must remain in effect beyond the termination of this Agreement shall survive. Upon

termination and/or withdrawal of approval of an Education Course, Provider shall refrain frommaking any representation of any association of such Education Course with GBCI, including,but not limited to immediately removing all electronic and internet materials from public access

and removing such reference from all printed materials as soon as practicable.

9. 8BFORCE MAJEURE: Either party may cancel or suspend its obligations under thisAgreement if such obligations are delayed, prevented, or rendered impractical by any of the

following events to the extent such event is beyond the reasonable control of the party whose

performance is delayed, prevented, or rendered impractical:

Fire; flood; earthquake; civil commotion; insurrection; Act of God; labor disputes;

strikes; curtailment of local, national, or international transportation facilities witha significant impact on domestic and/or international travel; war; shortage or

inability to obtain materials, supplies or utilities (including a shortage or inability

to meet needs for materials or supplies); any law, ordinance, rule or regulation

that becomes effective after the date of the execution of this Agreement, or otherexigent circumstance or emergency making it inadvisable, impracticable, illegal,

or impossible to perform its obligations hereunder.

The non-performing party shall give written notice of cancellation to the other party within ten

(10) business days of any such event, or this provision shall be invalid. The non-performingparty shall not be liable to the other for delay or failure to perform its obligations, except there

shall be a pro rata reduction in the consideration which otherwise would be payable or due under

this Agreement.

10. 9BLIMITATION OF LIABLITY: Each party of this agreement agrees to hold harmless andindemnify the other, its directors, officers, employees, and agents for any and all damages,claims, judgments, losses, costs, and expenses, including attorneys fees, which may arise from

or relate to this agreement or the Providers Education Course. Further, each party of this

agreement hereby releases, discharges, and exonerates the other from and assumes full

responsibility for any and all damages, claims, losses, costs, and expenses which it may incur,arising from or relating to this agreement and/or educational courses offered by Provider, unless

such damage or loss results from the sole negligence, gross negligence, or willful misconduct of

the respective party, its directors, officers, employees, or agents.

11. 10BNOTICE: Unless otherwise stated, all notices required under this Agreement must be inwriting and will be considered given upon personal delivery of a written notice, within fortyeight (48) hours after deposit in the U.S. Mail (certified or registered), upon delivery by

overnight or private courier, or upon confirmation of transmission by facsimile transmittal or


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electronic mail addressed to the Parties. Notice must be addressed as shown below, unless adifferent address is designated in writing by the receiving party.

Provider: GBCI:

Mahesh Ramanujam, Chief Operating OfficerGreen Building Certification Institute

2101 L Street NW; Suite 500

Washington, DC 20037202.742.3792

[email protected]

With a copy to:

Susan E. Dorn, General CounselGreen Building Certification Institute

2101 L Street NW; Suite 500

Washington, DC [email protected]

12. 11BOTHER PROVISIONS:12.1.

12B

Entire Agreement. This Agreement represents the entire agreement of the Parties

and supersedes any other understanding of the Parties concerning the subject matter

herein. There are no other representations, covenants, arrangements, orunderstandings, either written or oral, between the Parties relating to the subject

matter which are not fully expressed herein or have been relied upon in enteringinto this Agreement.

12.2.34BAmendment. This Agreement may be modified only by the written consent ofboth Parties.

12.3.35BWaiver. The waiver of a breach of any of the terms hereof or of any defaulthereunder, shall not be deemed a waiver of any subsequent breach or default,

whether of the same or similar nature, and shall not in any way affect the other

terms hereof. No waiver or modification shall be valid or binding unless in writing

and signed by the waiving party.

12.4.36BSurvival. Provider and GBCI agree that all rights and obligations provided in this

Agreement which do not expressly terminate pursuant to this Agreement, shallsurvive beyond the termination or expiration of this Agreement and shall continue

in full force and effect.

12.5.37B

No Assignment or Subcontracting. Neither this Agreement nor any interest in this

Agreement, including any interest in the Services, may be assigned or transferred

by either party without the prior written authorization of the other Party. Violation


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of this paragraph shall constitute a material breach of this Agreement. Providershall not subcontract its services without the prior written consent of GBCI.

12.6.38BGoverning Law. This Agreement, any addenda or amendments attached hereto,each transaction entered into hereunder, and all matters arising from or related to

this Agreement (including its validity and interpretation) shall be governedexclusively by, and construed and enforced in accordance with, the laws of theDistrict of Columbia without reference to its choice of law doctrine.

12.7.39BDispute Resolution. Any controversy or claim arising out of or relating to thisAgreement or the breach thereof shall be settled by arbitration in accordance withthe Commercial Arbitration Rules of the American Arbitration Association.

Judgment upon the award rendered by the arbitrator(s) may be entered in any court

having jurisdiction thereof. Any arbitration shall be held in Washington, D.C.

12.8.40BNon-discrimination. Provider agrees not to discriminate against any employee or

any applicant for employment because of age, race, color, religion, sex, maritalstatus, national origin, veteran status, sexual preference or disability.

12.9.41BCounterparts. This Agreement may be executed in two or more counterparts,each of which shall be deemed to be an original but all of which shall constitute oneand the same agreement. The Parties agree that copies of executed documents with

all necessary signatures affixed by hand received via facsimile or via portable

document file (.pdf file) shall be deemed to be originals for all purposes.

42B12.10. Signature. This Agreement shall not constitute a binding agreement until acceptedin writing by all Parties, and shall become effective when each party hereto shall

have received counterparts signed by all of the other Parties hereto.

43B

12.11. Government Entities. If you are a Government Entity, the following clauses do

not apply to you: Paragraph 10, Limitation on Liability; Paragraph 12.6,

Governing Law; and Paragraph 12.7, Dispute Resolution. As used herein, thephrase Government Entity means a sovereign nation, and any of its agencies or

instrumentalities, as well a state, provincial or local government, including an

agency, board or commission in the executive branch of such government.

[Signature Page Follows]


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IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, haveexecuted this Agreement under seal, with the intention of making it a sealed instrument, as of the

day and year first above written.

[Provider]

BY:_________________________

PRINT NAME:TITLE: _________________________

DATE: _________________

GREEN BUILDING CERTIFICATION INSTITUTE

BY:_________________________PRINT NAME: ___________________

TITLE: _________________________

DATE: _________________


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Exhibit A

GBCI Continuing Education Program Guide(Saved in a separate document)


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Exhibit B

Provider of GBCI Approved Courses for Continuing Education Fee Schedule

(Based on Annual Fees)

10 or fewer courses 11 to 25 courses* More than 25*

Member Non-member Member Non-member Member Non-member

For-Profit Company $1,500 $1,795 $2,000 $2,400 $3,000 $3,600

Non-Profit Organization $1,000 $1,200 $1,500 $1,800 $2,000 $2,400

USGBC Chapters $500 $750 $1,000

*Providers with 11 or more courses must apply for fast track review.

03 new_education_provider_agreement_aug11_bhedits__3.pdf

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