CORENTUS TRAIN-THE-TRAINER (T3) COURSE 

TRAINER AGREEMENT 

This agreement (the “Agreement”) sets out the terms by which Corentus, Inc., a Delaware corporation with an office at 87 Pleasant Street, Lexington, MA 02421 (“Corentus”), will enroll you in each Corentus Team Tool Train-the-Trainer course or courses you purchase (each, a “T3 Course”). You should read this Agreement carefully. By indicating your acceptance of this Agreement or by otherwise purchasing or participating in a T3 Course, you signify that you have read, understood, and agree to be legally bound by this Agreement, and you represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement with Corentus. If you are purchasing or participating in a T3 Course on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “Trainer” and “you” will include both you, the individual user, and such organization.  If you do not agree to be legally bound by this Agreement, then you may not purchase or participate in any T3 Courses.  

1.     T3 Course.  

1.1     T3 Course Training.
During the T3 Course, Corentus will provide training to Trainer to teach the applicable Corentus Team Tool (the “Team Tool”) or its component microtools (the “Microtools”) to end users, such as coaches, leaders, and managers (each a “Participant”). This training will be provided in varying formats, including face-to-face, virtual and/or in-person sessions, and/or asynchronous activities. During the T3 Course, Trainer will have access to learning resources and course materials selected by Corentus (the “Course Materials”), such as online training modules, slide decks with facilitation notes, training timing guides, a high-level overview of Corentus Team Tools, and a Team Tool Participant Workbook (the “Workbook”).  The timing and content of such sessions and activities and the format, identity and content of the Course Materials will be determined by Corentus in its discretion. Trainer understands that Corentus may change, add or delete aspects of the T3 Course from time to time in its discretion. 

1.2.     Trainer Participation.
During the T3 Course, Trainer will use Trainer’s best efforts to attend all scheduled sessions and complete all assignments in a timely manner (such sessions and assignments, the “T3 Coursework”). 

1.3.     Course Completion.
If Trainer completes the T3 Coursework for a specific Team Tool to the satisfaction of Corentus in its sole discretion, Trainer will earn a certificate of completion from Corentus authorizing Trainer to teach the Team Tool. Having earned this certificate, Trainer will be able to hold himself or herself out as an authorized Corentus Trainer for the Team Tool. 

1.4.     Failure to Complete the Course.
Corentus will work with Trainer reasonably to accommodate any unforeseen circumstances hindering Trainer’s completion of the T3 Course. However, if Trainer is unable to complete the T3 Course to Corentus’ satisfaction or if the Trainer ceases or suspends his or her participation in the T3 Course, Trainer (i) will not be eligible for a refund in any amount of the T3 Course purchase price (the “Fee”), (ii) will not receive a certificate of completion from Corentus, and (iii) will not be authorized by Corentus to teach the Team Tool or Microtools or sell the Workbook to Participants.  

1.5        Trainer Release.
Trainer grants and agrees to grant to Corentus the irrevocable, perpetual and unrestricted worldwide right and permission (including the ability to grant similar rights to others therein), with respect to photographs and/or video or audio recordings that have been taken of Trainer or in which Trainer may be included with others (collectively, the “Media”) (a) to obtain and enforce the copyrights in the Media in Corentus’ name, or in any other name it chooses and (b) to use and publish at its sole option, without restriction, in whole or in part, the Media, individually or in connection with other media, in any medium, for any purpose whatsoever, including but not limited to promotion of Corentus’ courses, programs, and events, and in all cases without compensation to Trainer. Trainer grants and agrees to grant to Corentus, its employees, officers, agents, licensees, successors, and assigns, and those acting with Corentus’ permission or authority, the right and permission to record, copy, display, adapt, edit and distribute Trainer’s appearance, name, likeness, and voice, including in the Media, in connection with the marketing, promotion and distribution of the Course Materials and Corentus courses, programs and events by Corentus. Trainer waives any right to inspect or approve the Media or Corentus’ use thereof, including, without limitation, in written copy that may be created and appear in connection therewith or audio recordings thereof. Trainer hereby releases Corentus from all claims and liability relating to the reproduction or use of such photographs or recordings. Trainer further grants permission to Corentus to use Trainer’s non-confidential statements regarding the T3 Course given before, during or after the T3 Course without restriction and without compensation. 

2. Confidentiality.

In connection with the T3 Course, Trainer may learn confidential personal information, client information, or professional or business-related information about Corentus, its employees, faculty, clients or business, or the employees, clients or business of others participating in the T3 Course (“Confidential Information”). Trainer agrees to keep all Confidential Information confidential, not to disclose it to any person or entity and not to use it other than in connection with Trainer’s participation in the T3 Course. Confidential Information will not be deemed to include information which at the time of disclosure or thereafter (a) is generally available to the public (other than as a result of a disclosure by Trainer or Trainer’s affiliates or representatives), (b) is available to Trainer on a non-confidential basis from a source other than a Corentus employee, faculty member, or course participant, provided such source was not subject to a contractual, legal or fiduciary obligation of confidentiality to Corentus, (c) has been independently developed by Trainer, as evidenced by Trainer’s written records or (d) which at the time of disclosure to Trainer, and with respect to such disclosure only, is required to be disclosed pursuant to a requirement of law or government order.  If Trainer discloses or causes to be disclosed any Confidential Information, Trainer agrees to inform Corentus within 48 hours of such disclosure.  

3.  Authorized Trainer Terms.  

3.1.  Trainer Authorization to Use Corentus IP. 
In connection with the T3 Course, Corentus will provide Trainer with Course Materials that are or contain Corentus Intellectual Property. Corentus grants Trainer a limited non-exclusive non-transferable right to use the Corentus Intellectual Property as set forth in this Agreement. Trainer may use the Corentus Intellectual Property, including the Team Tool, (1) as part of a Corentus-organized course, program or client engagement, or (2) independently in Trainer’s consulting or coaching business. Trainer will periodically report to Corentus a summary of Trainer’s Team Tool teaching sessions, including the course location and content taught.  For avoidance of doubt, the parties agree that the foregoing right to use the Corentus Intellectual Property and the trademark license granted in Section 3.1.4 will terminate automatically upon the expiration or earlier termination of this Agreement. As used in this Agreement, the term “Corentus Intellectual Property” will mean all trade secrets, knowhow, confidential or proprietary information, technical information, written or digital materials (including, without limitation, training materials and notebooks, reference notebooks, software and computer programs and any other information and documentation), whether copyrighted or not, and including improvements, updates, modifications, adaptations, translations, and enhancements thereto and all derivative works thereof, which are owned by or licensed to Corentus or may be developed and/or acquired by Corentus during the term of this Agreement. 

3.2.  No Alteration.
Trainer may teach the Team Tool in its entirety or may teach certain Microtools individually. In each case, Trainer shall use best efforts to teach the Team Tool or Microtools exactly as instructed in the T3 Course, including, for example (i) by teaching faithfully and in the established sequence each Team Tool or Microtool and (ii) by using a screenshot, PDF format, or similar methods when capturing and communicating any Course Materials.  Trainer shall not alter or modify any Course Materials, in whole or in part, directly or indirectly through other text or information that accompanies such Course Materials.   

3.3.  Attribution.
When teaching a Team Tool or Microtool, or using the Course Materials or any part thereof, Trainer shall expressly attribute content provided by Corentus to Corentus by informing the Participants that the Team Tool, Microtool and such content was developed and provided to Trainer by Corentus for this use. Trainer will ensure that the original imprints of Corentus’ logo and Corentus’ copyright and trademark notices are clearly visible in their original form on all materials that copy or contain any part of the Corentus Intellectual Property. [Trainer may use the Corentus name, and refer to the Team Tool and Microtools, in promotional materials solely to refer to the specific Corentus content Trainer is offering to teach, but must not misrepresent which Corentus content Trainer is offering to teach. For example, if a Trainer’s offering includes certain Microtools, but not the entire Team Tool, then any relevant promotional material for such offering shall make that distinction clear, for instance by noting that the offering “features components” of the Team Tool. A Team Tool shall be described in Trainer’s promotional materials as a “tool from the Corentus Team Development Toolkit.”] Trainer will ensure that any promotional materials using Corentus’ name or referring to the Team Tool and Microtools include a clearly visible trademark notice or the appropriate trademark symbol.  

3.4.   Trademarks.
All Corentus trademarks, service marks, designs, and logos displayed in, or affixed on, the Course Materials (the “Marks”) are the property of Corentus and may not be used without Corentus’ prior written permission or as set forth herein.  Trainer will have no right, title or interest in or to the Marks, and may only use the Marks as set forth in this Section 3 and in compliance with other guidelines Corentus may provide to Trainer. Trainer’s use of the Marks shall inure to the benefit of Corentus. 

3.5.   Teaching Materials.
If Trainer is teaching at least 50% of the Team Tool or is teaching the Team Tool in conjunction with third-party content, Trainer will require each Participant in the course to purchase a new Workbook, in its entirety and not selected pages.  

3.6.   No Recorded Trainings.
Trainer shall not, and shall not permit Participants to, make, sell or otherwise distribute a recording of the T3 Course or of other training (including, without limitation, training by Trainer) concerning the Team Tool.   

3.7.  Trainer Standards Policy.
Trainer agrees to abide by, and act in accordance with, the Corentus Trainer Standards Policy, which is incorporated herein by reference and is available at Corentus.com/standards, as the Policy may hereafter be amended. 

3.8.  Continuing Education Requirements.
Trainer understands that Corentus may periodically update, enhance, improve and expand the Team Tool, and Trainer agrees to take any refresher training classes that Corentus may require for continued authorization to teach the Team Tool. 

3.9.  Illegal Activity. 
Trainer agrees not to teach the Team Tool to Participants whom Corentus deems in its sole determination may be engaged in illegal activity.  

3.10.  Special Permission.
Trainer agrees not to teach the Team Tool in any way except as provided in this Agreement. Any teaching of the Team Tool not in accordance with this Agreement, including, without limitation, training or educating others in the Course Materials, requires special written permission by an authorized full-time employee of Corentus.  

3.11.  Participant Agreements. 
Trainer agrees to enter into participant agreements substantially in the form available <here> with Trainer’s Participants prior to teaching them the Team Tool.  

4.  Relationship of the Parties.
Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative, independent contractor or employment relationship between Corentus and Trainer. Trainer has no authority to make or accept any offers or representations on behalf of Corentus or to act for or bind Corentus in any manner. Trainer agrees not to make statements or take actions that may confuse or mislead any person regarding the nature of the parties’ relationship. 

5.   Privacy Policy.
The T3 Course is offered in accordance with Corentus’ privacy policy (the “Privacy Policy”) which is available <here>. The Privacy Policy governs how Corentus collects, maintains, uses, and discloses your personal information, and is incorporated herein by reference. Each party agrees to comply with the Privacy Policy. 

6.  Export Compliance. 
Course Materials may be subject to United States, United Kingdom, European Union, or other sanctions regulations and export controls. Thus, no Corentus services, Course Materials or Corentus Intellectual Property may be used, downloaded by, exported, or re-exported to: (a) a person located, organized, or ordinarily resident in Cuba, North Korea, Iran, Syria, Crimea, or any other country that is the subject of comprehensive sanctions imposed by the U.S., UK, EU, or other government or governing body; (b) any person listed on any U.S., UK, EU, or other sanctions- or export controls-related list of prohibited or restricted parties, including but not limited to the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Nationals, the U.S. Commerce Department’s Denied Persons List or Entity List, the UK sanctions list, or the EU consolidated list of persons, groups, and entities subject to EU financial sanctions; (c) to any entity 50% or more owned, directly or indirectly, or controlled by any such person(s) described in (a) or (b); or (d) to any person otherwise blocked by or the subject of sanctions imposed by the U.S., UK, EU, or other government or governing body.  

7.  Payment(s)
You agree and represent that all information you provide for the purpose of purchasing the T3 Course is accurate, complete, and current, and you agree to notify Corentus of any changes to the credit card information associated with your Corentus account, including changes in billing address and expiration dates. If Corentus does not receive payment from the issuer of the credit card associated with your Corentus account, Corentus reserves the right to either suspend or terminate your purchase of the T3 Course. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other).  You shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Corentus’ income), which may be invoiced or charged by Corentus. No part of the Fee shall be refundable under any circumstances.  Without limiting the generality of the foregoing, no refunds shall be issued in the event that Trainer does not successfully complete, or suspends participation in, the T3 Course or is not determined by Corentus to have successfully completed the T3 Course. 

8.   Termination.  

8.1.     Term.
Unless otherwise terminated as set forth herein, this Agreement shall continue for an initial term of three (3) years (the “Initial Term”).  Thereafter, the Agreement shall automatically renew for successive periods of one (1) year each (each a “Renewal Term”, the Initial Term and Renewal Terms, if any, collectively, the “Term”), unless either Corentus or Trainer shall have given at least one (1) months’ notice to the other party prior to the end of the then-current Initial or Renewal Term that such party intends not to renew the Agreement. 

8.2.  Termination for Convenience. 
Either party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other party.   

8.3.  Termination for Breach. 
Subject to Section 13 below, Corentus may terminate this agreement in the event of breach by Trainer (including without limitation, failure to fulfill any of Trainer’s obligations under this Agreement, or in any way exceeding the scope of the authorization granted herein) upon at least thirty (30) days’ prior written notice, provided that Trainer does not cure to Corentus’ satisfaction such breach within such thirty (30) day notice period.  

8.4. Termination for Failure to Complete Continuing Education Requirements. Corentus may terminate this Agreement for Trainer’s failure to complete any refresher training classes as may be required from time-to-time by Corentus.  

8.5.  Effect of Termination or Expiration. 
Upon termination or expiration of this Agreement for any reason, Trainer shall cease to teach the Team Tool and any Microtool and cease to make any use whatsoever of the Course Materials or any Corentus Intellectual Property, including, without limitation, the Corentus name and Marks. Within fifteen (15) days of the termination or expiration of this Agreement for any reason, Trainer shall promptly destroy or return to Corentus, at Corentus’ election, any and all Course Materials, and Confidential Information (except for Workbooks purchased by Trainer prior to termination or expiration).      

8.6.  Survival. 
The terms, conditions and obligations set forth in Section 2, Section 8.4, Section 8.5, Section 9 and this Section 8.6 shall survive any expiration or termination of this Agreement. For avoidance of doubt, if this Agreement expires or is terminated, Trainer shall no longer be authorized to teach the Team Tool and Microtools as a Corentus authorized teacher, to use the Corentus name in connection with any course or teaching or to use any part of the Course Materials or any part of the Corentus Intellectual Property in any manner in any such course or teaching.   

9. Disclaimers; Limitation of Liability; Indemnification.  

9.1. Disclaimers. 
THE T3 COURSE, THE TEAM TOOLS, THE MARKS, THE CORENTUS INTELLECTUAL PROPERTY AND ALL COURSE MATERIALS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CORENTUS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CORENTUS FURTHER DISCLAIMS ANY AND ALL LIABILITY RELATED TO TRAINER’S ACCESS OR USE OF THE T3 COURSE OR ANY RELATED CONTENT. TRAINER ACKNOWLEDGES AND AGREES THAT ANY ACCESS TO OR USE OF THE SERVICES OR SUCH CONTENT IS AT HIS OR HER OWN RISK. 

9.2. Limitation of Liability.
IN NO EVENT SHALL CORENTUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY. IN NO EVENT SHALL CORENTUS’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY CORENTUS FROM TRAINER. 

9.3. Reasonable Allocation of Risk.
TRAINER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN TRAINER AND CORENTUS, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO CORENTUS’ ABILITY TO MAKE THE SERVICES AVAILABLE TO TRAINER ON AN ECONOMICALLY FEASIBLE BASIS. 

9.4 Indemnification.
Trainer agrees to indemnify, defend, and hold harmless Corentus from any and all claims, liabilities, expenses, and damages, including reasonable attorneys’ fees and costs, made by any third party related to: (a) Trainer’s use or attempted use of the T3 Course, Course Materials or the Team Tool in violation of this Agreement; (b) Trainer’s violation of any law or rights of any third party; (c) any claim of infringement, misappropriation or misuse of Corentus Intellectual Property or other proprietary or intellectual property rights; or (d) Trainer’s negligence, willful misconduct, fraud or violation of applicable law. 

10.  Assignment.
Trainer shall not assign, subcontract or transfer this Agreement or any rights or obligations under this Agreement, in whole or in part, without the written consent of Corentus. Any attempt to do so without such consent shall be void.  

11. Notice.
All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, sent by confirmed electronic means, or three (3) days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein. You agree that email to your email address on record will constitute formal notice under this Agreement. 

12. Entire Agreement. 
This Agreement, including the Corentus Trainer Standards Policy and the Privacy Policy which are incorporated herein by reference, constitutes the entire agreement and understanding of the parties hereto concerning the subject matter hereof, and supersedes all prior discussion, negotiations and agreements, whether oral or written, between them with respect to such subject matter. 

13. Dispute Resolution.
Trainer agrees that the initial primary method of resolution of any controversy or claim between Trainer and Corentus arising out of this Agreement or the actions or inactions of Trainer will be direct negotiation between them. In the event any such controversy or a claim cannot be settled by the parties or their legal representatives by direct negotiation, prior to commencement of any legal action or proceeding, the parties shall attempt to mediate their dispute using a professional mediator selected by agreement from the American Arbitration Association, the CPR Institute for Dispute Resolution or like organization or, absent agreement, through selection procedures administered by the CPR.  The parties agree that within a period of forty-five (45) days after the request for mediation, the parties will convene with the mediator, with business representatives present, for at least one session to attempt to resolve the matter. In no event will mediation delay commencement of legal action or proceedings for more than forty-five (45) days absent agreement of the parties or interfere with the availability of emergency relief. All aspects of the mediation shall be treated as confidential.   

Notwithstanding the preceding paragraph, each party has the right to seek from the appropriate court provisional remedies to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the dispute. Trainer agrees that any breach or threatened breach of this Agreement by Trainer will cause irreparable harm to Corentus for which damages would not be an adequate remedy, and, therefore, Corentus will be entitled to injunctive and other equitable relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. As a result, notwithstanding the mediation provisions of the preceding paragraph, Corentus shall have the right to seek and obtain equitable relief from any court of competent jurisdiction for any breach or threatened breach of this Agreement.  

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Middlesex County, Massachusetts, and each party consents to the jurisdiction thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  

14. Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of law.  

15. Force Majeure. 
Neither party shall be responsible for any breach of, or default under, this Agreement by reason of strikes, riots, wars, acts of terrorism, fire, public health emergencies, or acts in compliance with any new or newly changed applicable law, in each case beyond such party’s reasonable control and without fault of such party; provided that, (a) the affected party shall promptly give notice thereof to the other party, and shall take commercially reasonable steps to overcome the effects of such event as soon as possible; (b) such party’s delay in performance shall be excused only for the period of delay caused by such event; and (c) if such force majeure event continues for more than thirty (30) days, the other party may terminate this Agreement upon written notice. 

16. Amendments; Waiver.
The failure of Corentus to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  Corentus can modify or amend this Agreement at any time in our sole discretion (unless otherwise prohibited by law). Corentus will provide notice of such changes by publishing a revised version of this Agreement on the Corentus.com website.  This includes changing any or all of this Agreement, even the prices and services provided. If any such change materially affects your rights under the Agreement, or negatively impacts your use of the T3 Course in a material way, or results in higher fees being charged to you by Corentus, Corentus will provide you with notice of such change in writing, which may include by electronic mail. AFTER RECEIVING NOTICE OF A CHANGE THAT MATERIALLY AFFECTS YOUR RIGHTS UNDER THE AGREEMENT, NEGATIVELY IMPACTS YOUR USE OF THE T3 COURSE IN A MATERIAL WAY, OR RESULTS IN HIGHER FEES BEING CHARGED TO YOU, YOU MAY TERMINATE THIS AGREEMENT OR AGREE TO THE CHANGE. IF YOU DO NOT TERMINATE WITHIN 30 DAYS OF THE DATE OF THE NOTICE, THEN YOU WILL BE AGREEING TO THE CHANGE AND IT WILL AUTOMATICALLY BECOME PART OF THE AGREEMENT AND YOU AGREE THAT CORENTUS MAY USE ANY CREDIT CARD OF YOURS THAT IT HAS ON FILE FOR PAYMENT OF SUCH CHARGES. 

17. Severability.
In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable. 

18. Interpretation.
Headings and captions herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.   

19.  Electronic Text.
You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.