LICENSE FOR USE OF
TRAINING MATERIAL


License Agreement

This License Agreement (hereinafter “Agreement”) is entered into between The Institute of Electrical and Electronics Engineers, Incorporated, with its principal place of business at Three Park Avenue, 17th Floor, New York, New York, 10016-5997, United States of America (“IEEE”), and attendee of the IEEE CertifAIEd™ Assessor Training (“Licensee”) identified below. 

This Agreement will become valid upon the signature of the Licensee.    

IEEE will provide information during the IEEE CertifAIEd Assessor Training and Competency Evaluation (hereinafter referred to as the “Training”) and owns the copyright of the Training material,” (hereinafter referred to as the “Material”). 

Licensee has registered to participate in the Training session where the Material will be provided to Licensee to facilitate participation in the Training. IEEE grants Licensee a license to the Material under the terms of this Agreement.

                      WHEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Grant of License
Pursuant to the terms and conditions set forth herein, IEEE hereby grants Licensee a non-exclusive, non-transferable license under IEEE’s copyrights to use the Material in preparation for, and during participation in, the Training (the “License”). Licensee is permitted to:
            A. Access the Material (including Material provided with read-only access) in preparation for the                              Training; and
            B. Reference and use the Material during the Training

2. Rights and Title
Licensee hereby acknowledges and agrees that IEEE is the owner of the Material and the copyright therein; and the title hereto and ownership thereof shall remain in IEEE (or its successors or assigns). IEEE reserves all rights in the Material..

3. Restrictions/Requirements

            A. Licensee shall access the Material solely for the purposes of the Training
           B. Licensee shall not store, display, distribute, or in any way duplicate the Material.
               Licensee shall not attempt to subvert the read-only access to the Material
4. Confidentiality

A. The terms of this Agreement are confidential, and shall not be disclosed to any other party.

B. In connection with the provision of the Training (including Competency Evaluation) it is necessary for IEEE to disclose certain confidential and/or proprietary information including, but not limited to, certain technical information, market research, membership data, analyses, studies, developments, processes, present and/or future product information, pricing information, business plans or other documents, information and materials that contain or reflect such information, irrespective of the form of communication (collectively, “Confidential Information”).
C. Disclosure of Confidential Information. IEEE may disclose and transmit certain Confidential Information in connection with the Training. All Information supplied by IEEE during the Training shall be considered as “Confidential.”
D. Maintenance of Confidentiality. The Confidential Information shall be used solely for the Training. Licensee shall not, either directly or indirectly: (a) use any Confidential Information for any other purpose; or (b) disclose, reveal, report, publish or give any Confidential Information to any other person or entity. Any use of Confidential Information for other than the Training, including reuse of the course materials or creation of derivatives, is prohibited without a separate agreement.
E. Exceptions. The obligations for confidentiality under this Agreement shall not extend to any part of the Confidential Information that: (a) can be demonstrated to have been publicly known at the time of the disclosing Party’s disclosure of such Confidential Information to the receiving Party; (b) becomes part of the public domain or publicly known, by publication or otherwise, not due to any unauthorized act or omission by the receiving Party; (c) can be demonstrated to have been independently developed or acquired by the receiving Party without reference to or reliance upon such Confidential Information; (d) is furnished to the receiving Party by a third party who is under no obligation to the disclosing Party to keep the information confidential; or (e) is required to be disclosed by law, provided that the receiving Party takes reasonable and lawful actions to avoid and/or minimize such disclosure and promptly notifies the disclosing Party so that the disclosing Party may take lawful actions to avoid and/or minimize such disclosure.

F. Return of Confidential Information. Licensee acknowledges and agrees that all Confidential Information and all reports, data, notes and other documents and records made or compiled by Licensee or made available to Licensee by IEEE concerning the Confidential Information are and shall remain the property of IEEE. All such Confidential Information and other materials and documents, and all copies thereof, in the possession or control of Licensee shall be promptly delivered to IEEE upon request by IEEE.

5. Feedback 
Licensee understands and agrees that in sharing the Training with Licensee, IEEE may request feedback from Licensee regarding their experience with the Training. Licensee understands and agrees that any and all feedback provided shall be the exclusive intellectual property of IEEE and hereby assigns to IEEE all right, title and interest throughout the world in and to any and all feedback provided to IEEE and agrees that IEEE has the unfettered right to include the feedback into the Training and create derivative works thereof without additional compensation due to Licensee. To the extent any rights in works of authorship are not capable of assignment under applicable law, Licensee hereby irrevocably and unconditionally waives all enforcement of such rights against IEEE to the maximum extent permitted under applicable law.

6. Miscellaneous
A. IEEE and Licensee are independent contractors. Licensee shall not be an employee or agent of IEEE. As an independent contractor, Licensee shall have no authority, express or implied, to represent, commit, or obligate IEEE in any manner whatsoever. Nothing contained in this Agreement shall be construed or applied to create a partnership, joint venture, or employer/employee relationship.
  
B. No Other Rights. Nothing in this Agreement shall be deemed to constitute the grant by IEEE to the Licensee of any license or other right with respect to any intellectual property right or interest belonging to IEEE.
C. Remedies. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement, and IEEE shall be entitled to seek specific performance or other injunctive or equitable relief as a remedy for any such breach of this Agreement without the need to post a bond or other undertaking. The foregoing remedies shall be in addition to all other remedies available at law or equity.
D. Neither party may assign this Agreement or any of its rights, obligations or duties hereunder, without the prior written consent of the other party.
E. Governing Law. The construction, validity, performance, enforcement and effect of this Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws principles, and the Courts of New York shall be the forum for settlement of any dispute.
F. Amendment. This Agreement may not be changed, modified, released, discharged, abandoned or otherwise terminated in whole or in part, except by an instrument in writing, agreed to and signed by a duly authorized representative of each party.
G. Entire Agreement. This Agreement constitutes the entire and exclusive agreement between IEEE and Licensee with respect to the subject matter hereof and supersedes and cancels all previous negotiations, agreements, commitments and writings in respect thereof.
H. Neither Party shall be responsible for any delay or failure in performance resulting from acts entirely beyond its control.

I. This Agreement may be signed electronically. Licensee understands and agrees that electronic signatures shall be deemed valid and sufficient.
 
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