CERTIFIED CISCO SYSTEMS INSTRUCTOR AND INSTRUCTOR ...

CERTIFIED CISCO SYSTEMS INSTRUCTOR AND INSTRUCTOR CANDIDATE AGREEMENT – Version 1.2- SEP 2011 THIS CERTIFIED CISCO SYSTEMS INSTRUCTOR AND INSTRUCTOR CANDIDATE AGREEMENT ("Agreement") is agreed by the individual ("You") to act as an instructor of Cisco Systems, Inc. (“Cisco”) Learning Partner training. This Agreement shall become effective on the date it is accepted by You via “clickto-accept” (the "Effective Date").

1. DEFINITIONS 1.1. Authorized Area means the geographic area(s), as defined in the operational guidelines within Program Requirements, wherein the Learning Partner is authorized to announce and deliver public open enrollment Training Course(s). 1.2. Certified Cisco Systems Instructor (“CCSI”) means an individual who has been certified by Cisco as an instructor, remains in good standing, and is currently sponsored by a Cisco Learning Partner or Cisco Learning Distributor in good standing. 1.3. Certified Cisco Systems Instructor Candidate (“Candidate”) means any individual associated with a Learning Partner or Cisco Learning Distributor in the Learning Partner Management System that has not yet completed and passed the Cisco Instructor Certification Program and obtained CCSI status. 1.4. Cisco Content means (a) materials provided by Cisco, directly or indirectly, to a Learning Partner for delivery of Cisco Standard Courses, including but not limited to software, CDROMs, training manuals, guides, instructor materials, books and materials; (b) other materials provided by Cisco, directly or indirectly, to a Candidate, CCSI or an Sponsor to provide Cisco related training; (c) certain Cisco Marks (defined below); and (d) the visual appearance and “look and feel” of displays, animation, menus, layouts, user interfaces, graphics and other copyrightable elements contained in the Cisco Products. 1.5. Cisco.com means the Cisco website, currently located at www.cisco.comCisco Derived Course means any work or course created by Learning Partner (including without limitation any collective works, compilations, condensations, editorial revisions, annotations, elaborations, translations, derivative works or modifications of the Cisco Content or Cisco Products) which includes any material created by or supplied by Learning Partner or a third party and which incorporates, modifies or includes any portion of the Cisco Content or the Cisco Products. 1.6. Certified Cisco Systems Instructor Forum a private forum exclusively for CCSIs leveraging the Cisco Learning Network’s Web 2.0 platform. Enables CCSIs worldwide to share expertise, exchange ideas, access information and resources, gain support, and receive important announcements including scheduled events and training. 1.7. Cisco Instructor Certification Program (“ICP”) means the Cisco program used for certifying You as a CCSI pursuant to the rules set forth on the Cisco Learning Network website. 1.8. Cisco Learning Distributor (“CLD”) means an authorized Cisco distributor of Training Materials and training services to Cisco Learning Partner. 1.9. Cisco Learning Partner (“CLP”) means any Party (other than Cisco) to a then-current, valid Cisco Learning Partner Agreement. The Cisco Learning Partner must meet the criteria established by Cisco for the Program, and remain in good standing for the term of the Agreement. A CLP is authorized by Cisco to deliver official technical, product and/or solutions training using Cisco certified instructors in their Authorized Area 1.10. Cisco Learning Partner Website means the Cisco Learning Partner website, currently located at www.cisco.com/go/learningpartner

1.11. Cisco Marks means Cisco’s trademarks, trade names, service marks, service names, logos or trade dress. 1.12. Cisco Products means Cisco hardware, software, firmware, Intellectual Property, or any combination thereof (including without limitation routers, switches, and the Internetworking Operating System software).

1.13. Cisco Standard Course means any course pertaining to Cisco Products taught in a format and using the materials specified by Cisco. 1.14. Cisco Student means a student enrolled in a Training Course. 1.15. ELearning Offering means a Training Course designed to be delivered over the Internet other than as defined in ILT Offering. For purposes of qualification for the Learning Partner curriculum requirement, the only eLearning which will be applicable will be that which is both synchronous and delivered by a CCSI. VODs, books, AODs or other training materials will not be counted. 1.16. ILT Offering means an Instructor-led Training Course delivered by a CCSI in a physical, virtual or simulated classroom environment. 1.17. Intellectual Property Rights means, collectively, all of the following worldwide intangible legal rights, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: patents, patent applications and disclosures, copyrights, trade secrets, moral rights, mask work rights, know-how, trademarks, trade names, service marks, service names, logos or trade dress and all other proprietary or intangible rights. 1.18. Learning Partner Management System (“LPMS”) means the Cisco web-based tool designed to help Learning Partners effectively manage program operations. LPMS contains Learning Partner information including staff contact information, system roles and CCSI course certification information. 1.19. Licensed Services means the teaching of Training Courses pursuant to the sponsorship of partner within Program as authorized under this Agreement. 1.20. Non-Genuine Training means any and all content, training courses, or course materials: (i) to which a Cisco Mark or other Cisco trademark or service mark has been affixed without Cisco’s consent; (ii) are produced with the intent to counterfeit or imitate a genuine Cisco Training course or materials, or (iii) a Training Course or Training Materials where any form of copyright notice, trademark, logo, confidentiality notice, serial number or other product identifier have been removed, altered, or destroyed. 1.21. Program means the suite of offerings under the Cisco Learning Partner program, including but not limited to Cisco Learning Distributor, Cisco Learning Partner, Workforce Transformation Partner, Specialized Partner, Business Acceleration Partner, 360 Partner and any future programs made available by Cisco under the Cisco Learning Partner program. 1.22. Sponsor means a Cisco Learning Partner or a Cisco Learning Distributor within the Program who agrees to supervise and support an identified CCSI or Candidate. 1.23. Training Course means a Cisco Standard Course, or a Cisco Derived Course. 1.24. Training Materials shall mean all materials containing Cisco Content provided by Cisco to Learning Partner or approved via the derivative work approval process for delivery of a Training Course. 1.25. Unauthorized Cisco Training means any genuine Cisco Content, Training Course, or Training Material that Learning Partner purchases or acquires, either directly or indirectly, from any party other than Cisco or an authorized Cisco Learning Partner, or sells to any party other than a Cisco Student or Cisco Learning Partner. Unauthorized Cisco Training does not include Non-Genuine Training.

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2. CANDIDATE DEPENDENCIES AND OBLIGATIONS. This section is only applicable to Candidates. 2.1. CCSI candidates must be sponsored by a Learning Partner or a Cisco Learning Distributor. 2.2. CCSIs shall be certified only as long as they are sponsored and maintain minimum of one active course certification in a 12-month period. 2.3. Your Sponsor on your behalf can optionally purchase the 120-day ICP Preparation membership entitling You to instructor materials for the ICND1 and ICND2 courses to prepare for the Cisco Instructor Certification Program (ICP). The instructor preparation materials are protected using Digital Rights Management (DRM) technology that prevents modifying, copying or printing. In addition, the materials are uniquely assigned to You and can be traced back to You if not used in accordance with section 2.4. 2.4. As a CCSI Candidate, You have access to instructor materials including presentation materials, course administration guides, instructor aides, lab guides, style guides, and other Cisco intellectual property. Under no circumstances shall this material be provided to any customer, partner, or third party in print or electronic form without Cisco’s prior written consent. Under no circumstances shall this material be stored on a public or shared file server or network file system where it can be accessed by any individual but You. Failure to comply could invoke legal action. 2.5. Upon completing and passing the ICP event You will have achieved CCSI status and You or your Sponsor is obligated to purchase either the Base or Premium annual CCSI membership available on the Cisco Learning Network Store allowing access to all Instructor Kits for the membership purchased. 3. LICENSE GRANT 3.1. CCSI. 3.1.1. Subject to and in accordance with the terms and conditions of this Agreement, Cisco hereby grants You a nonexclusive, nontransferable, non sub-licensable license, during the term of this Agreement, to use the CCSI designation solely in conjunction with the advertising and providing of Licensed Services and to provide the Licensed Services. Cisco retains all rights to modify or discontinue, at its sole discretion and at any time, the requirements for You becoming CCSI or for maintaining status as a CCSI. 3.1.2. Cisco further grants You the right to use the Cisco Training Materials for use in the classroom environment. 3.2. Candidate. No license grants are provided to Candidate other than as described in Section 2.

4. CCSI STATUS DEPENDENCIES AND OBLIGATIONS. This section is only applicable to CCSI. 4.1. CCSIs must be sponsored by a Cisco Learning Partner or Cisco Learning Distributor. 4.2. CCSIs shall be certified only as long as they are sponsored and maintain minimum of one active course certification in a 12 month period 4.3. Your status as a CCSI is dependent upon successfully completing the Cisco Instructor Certification Program (ICP) event as documented on the Cisco Learning Network website. 4.4. CCSI can only be sponsored by one Cisco Learning Partner or Cisco Learning Distributor at a time. CCSIs will be in violation of their agreement with Cisco if they deliver courses without the permission of their sponsor.

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4.5. Your status as a CCSI is dependent on You, or your Sponsor on your behalf, purchasing the annual CCSI membership entitling You to instructor materials developed by Cisco for each class You are certified, or preparing to become certified to deliver. 4.6. You will be able to download Instructor Kit(s) depending on the membership purchased. Cisco reserves the right to audit Instructor Kit downloads. In the event Cisco determines, in its sole discretion, that the number of Instructor Kit(s) You download is more than what is reasonable for course delivery and course preparation needs, Cisco may elect to terminate all license grants under this Agreement and may revoke CCSI status for You. 4.7. You shall provide Licensed Services only at locations approved by the Sponsor. 4.8. In the event of termination or lapse of the relationship with a Sponsor, your title and recognition as a CCSI is immediately revoked. To regain CCSI status You must designate a new Sponsor and reapply for certification if You have not taught a class in the last twelve (12) months. 4.9. During the term of this Agreement, You may not develop or provide (except for the providing of the Licensed Services) any course or content that contains or includes the Cisco Content or any portion or derivative thereof, or any materials created by or for Cisco relating to the Cisco Products or any portion or derivative thereof without Cisco's prior written consent. You shall not use the CCSI designation except in conjunction with the offering of the Licensed Services. You shall not make any statement or take any action which states, suggests or implies that any course is sponsored, certified, authorized, endorsed or otherwise approved of by Cisco except for those courses included within the definition of the "Licensed Services". During the term of this Agreement and for two years thereafter, You will include an affirmative and prominent disclaimer in all materials relating to any course falling outside the definition of "Licensed Services" (including but not limited to advertisements, promotional materials, course materials and other training materials) indicating that such course is not sponsored, certified, authorized, endorsed or otherwise approved of by Cisco and shall announce such disclaimer at each session at which such course is offered. 4.10. You shall conduct business in a manner that reflects favorably at all times on the products, good will and reputation of Cisco and the Sponsor. 4.11. You shall avoid false, misleading or unethical practices that are, or could be, detrimental to the products, services, goodwill, or reputation of Cisco. 4.12. You shall not make negative statements about Cisco, its products, or its programs that could damage Cisco's public image. 4.13. You shall not disclose Cisco certification exam content to Cisco Students, Cisco affiliates or unaffiliated third parties. 4.14. When teaching Cisco Students you must not access or disseminate any Cisco certification exam preparation for Cisco learning content (self-study, training publications, etc.) that is not endorsed by Cisco. Cisco Press products are the only approved self-study publications that align with Cisco learning paths. CCSIs and students can leverage the Cisco Learning Network community to find training, information, resources and support. 4.15. As a CCSI, You have access to instructor materials including presentation materials, course administration guides, instructor aides, lab guides, style guides, alpha, beta, and train-the-trainer materials, and other Cisco intellectual property. Under no circumstances shall this material be provided to any customer, partner, or third party in print or electronic form without Cisco’s prior written consent. Under no circumstances shall this material be stored on a public or shared file server or network file system where it can be accessed by any individual but You. Failure to comply may establish grounds to revoke, suspend or permanently remove your CCSI status.

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4.16. Cisco shall have the right to determine, at its sole discretion, whether the Licensed Services meet Cisco's quality standards. In the event that Cisco determines that the Licensed Services do not meet Cisco's quality standards, Cisco shall notify the Sponsor of any deficiencies and allow You and Sponsor 30 days to bring the Licensed Services up to a quality acceptable to Cisco. All instructors must maintain a minimum Instructor Rating as defined by the Customer Satisfaction Requirement on the Learning Partner website. 4.17. You must be certified to teach each Training Course you deliver. Course Certification requires fulfilling all requirements for the specific Training Course as posted on the CCSI Forum website: https://learningnetwork.cisco.com/community/learning_center/team_wikis/ccsi-forum and reflected in the Learning Partner Management System under your CCSI profile prior to teaching the class. 4.18. You must direct students to complete evaluations using Metrics-That-Matter at the completion of each Cisco Standard Course or Cisco Derived Course delivery. 4.19. You shall not change or alter a partial or fully completed student evaluation under any circumstances. 4.20. You must inform students the official Course Completion Certificate is available after completing the course evaluation. 4.21. You must maintain a minimum of one course certification that is recorded in the Learning Partner Management System and must teach a minimum of one course in a twelve (12) month period. 4.22. If You move from one Sponsor to another, CCSI status cannot be used to meet the new Sponsor required CCSI role for 12 months from the date of hire per the CCIE and CCSI Protection Policy posted on the Learning Partner website. 4.23. You must comply with the Terms and Conditions of the Cisco Career Certification and Confidentiality Agreement, the Cisco Career Certifications Logo Agreement, and any Cisco program policy. Your failure to comply with the Terms and Conditions of Cisco Career Certifications and Confidentiality Agreement, the Cisco Career Certifications Logo Agreement and/or any Cisco program policy, may include, but not be limited to, a permanent ban and revocation of one or all exam(s) or Certifications held by You, and may impact or terminate CCSI status. Conversely, any violation by You to CCSI Agreement may impact your Certification program status and therefore CCSI status. 5. ADVERTISING STATUS 5.1. You may not independently advertise your status outside the context of your relationship with a Sponsor. Sponsors may advertise your CCSI status in conjunction with advertising of the Sponsor's business as a participant in Partner Program. A Sponsor may not advertise or individually identify You after your CCSI status has been denied, revoked, or terminated. The Sponsor is responsible for ensuring that any advertising for a CCSI or the CICP complies with Cisco's Corporate Communications Guide. 5.2. You may only use and reference your CCSI credentials for authorized Training Courses offered through the Program. Any use of your CCSI credentials outside of this authorized use may establish grounds to revoke your CCSI status. 5.3. You agree that Cisco may publish and make publicly available your corresponding CCSI rankings and customer satisfaction ratings to all of Cisco’s Learning Partners.

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6. CONFIDENTIALITY 6.1. You acknowledge that in the course of attending the Cisco Instructor Certification Program and in providing Licensed Services in connection with this Agreement or as a Candidate, You may obtain information relating to the Cisco Products, the Cisco Content and/or to Cisco that is of a confidential and proprietary nature ("Confidential Information"). Such Confidential Information includes, but is not limited to, trade secrets, knowhow, inventions, techniques, processes, programs, schematics, training material, data, customer lists, financial information, program pricing and product development, sales and/or marketing plans. You agree and acknowledge that Cisco owns all rights in or to and shall maintain its ownership of all such Confidential Information. You shall at all times, both during the term of this Agreement and after its termination, maintain in the strictest confidence and trust all such Confidential Information, and shall not use such Confidential Information except to perform its duties and fulfill its obligations under this Agreement, nor shall You disclose any such Confidential Information to any party without the prior written consent of Cisco. 7. INDEMNIFICATION 7.1. You shall indemnify, defend and hold Cisco harmless from and against any and all claims, loss, liability, damage, cost or expense arising out of or relating to any claims or suits, whatever their nature, that may be threatened or brought or made against Cisco by reason of your performance or nonperformance related to or arising in connection with this Agreement. You also shall indemnify, defend and hold Cisco harmless from and against any and all claims, loss, liability, damage, cost or expense for any personal injury, product liability, or other claim arising from your negligence (including acts and/or omissions) or your gross misconduct arising in connection with or related to this Agreement. 8. EXCLUSION OF WARRANTIES 8.1. YOU UNDERSTAND AND AGREE THAT ALL TRAINING MATERIALS AND ANY OTHER MATERIAL PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO HARDWARE, SOFTWARE AND/OR DOCUMENTATION ARE PROVIDED "AS IS." EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, CISCO DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON INFRINGEMENT AND THOSE ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, TO THE EXTENT ALLOWED BY APPLICABLE LAW. 9. LIMITATION OF REMEDIES AND LIABILITY 9.1. YOU UNDERSTAND AND AGREE THAT CISCO'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS CONCERNING THIS AGREEMENT ARE SET FORTH IN THIS SECTION, NOT WITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CISCO SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) SUSTAINED OR INCURRED IN CONNECTION WITH OR RELATED TO THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. CISCO SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD PARTY CLAIMS ARISING UNDER THIS AGREEMENT. YOU SHALL NOT MAKE ANY WARRANTY, COMMITMENT, REPRESENTATION OR PROMISE WHETHER WRITTEN OR ORAL, ON CISCO'S BEHALF TO ANY THIRD PARTY. YOU SHALL INDEMNIFY, DEFEND AND HOLD CISCO HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OR LIABILITY ARISING FROM BREACH THIS OBLIGATION.

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10. TERMINATION 10.1. Term. The Term of this agreement shall be from the Effective Date through duration of the Candidate and CCSI membership(s), respectively. 10.2. Effect of Termination. Upon termination or expiration of this Agreement for any reason, i) your license to use the Instructor Materials will terminate; and ii) You will no longer be able to promote or use your CCSI credentials. 10.3. Termination by Either Party. You or Cisco may terminate this Agreement without cause by giving thirty (30) days prior written notice to the other party. 10.4. Return of Information. Upon termination of this Agreement for any reason, You shall immediately return all Cisco Confidential Information, Training Materials and other proprietary information and data (including all copies thereof) to the Sponsor. 10.5. YOU AGREE THAT, IN THE EVENT OF TERMINATION OF THIS AGREEMENT FOR ANY REASON, YOU SHALL HAVE NO RIGHTS TO DAMAGES OR INDEMNIFICATION OF ANY NATURE, SPECIFICALLY INCLUDING BUT NOT LIMITED TO COMMERCIAL SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE PROFITS, EXPENDITURES FOR PROMOTION OF THE CISCO PRODUCTS, OR OTHER COMMITMENTS IN CONNECTION WITH THE BUSINESS AND GOODWILL OF YOU. YOU EXPRESSLY WAIVE AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR ANY TERMINATION OF A BUSINESS RELATIONSHIP WHICH MAY EXIST UNDER THE LAWS OF ANY JURISDICTION. 11. GENERAL TERMS 11.1. Controlling Law and Jurisdiction. This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States, without regard to the conflicts of laws provisions thereof. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the state courts of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. 11.2. Force Majeure. If either party is prevented from the performance of any portion of this Agreement (except for the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or act of God, such party will be excused from performance for the period of the delay and/or for a reasonable time thereafter. 11.3. Waiver. No waiver of any right or remedy on one occasion by either party will be deemed a waiver of such right or remedy on any other occasion. A waiver of any right accruing to either party pursuant to this Agreement will not be effective unless given in writing. 11.4. Assignment. Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred (by operation of law or otherwise) without the prior written consent of Cisco. Any attempt to assign this Agreement in violation of this subsection will be null and void. This Agreement shall bind and inure to the benefit of the permitted successors and assigns of the parties. 11.5. Independent Contractors. You are an independent contractor of Cisco and are not, and shall not be deemed to be a legal representative, agent or employee of Cisco.

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11.6. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable; the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 11.7. No Agency. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect what so ever. 11.8. Captions. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement. 11.9. Enforceability. You agree that the electronic mail address you have provided corresponds to You and that You have the capacity and authority to execute this Agreement and any amendments. It will be your sole responsibility to ensure that the Learning Partner Management System reflects your current postal and electronic mail address. You and Cisco each waive any defense to the validity or enforceability of this Agreement arising from the electronic submission and electronic acceptance of this Agreement by You. If You need a physical document evidencing the Agreement, You may (i) print the accepted Agreement or (ii) request from Cisco a signed version in which case You shall print and return to Cisco two (2) printed, executed originals of the Agreement. Such printed originals shall not be deemed accepted by Cisco unless Cisco returns one (1) counter-signed original to You. 11.10. Survival of Terms. Sections 4.7, 6, 7, 8, 9, 10 and 11 shall survive termination of this Agreement. 11.11. Compliance with Applicable Laws. You shall obtain all licenses, permits, and approvals required by any government or applicable authority, including any recycling or take back programs applicable to packaging of Products. In addition, You will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies, and procedures of any government or other competent authority where the Products are purchased by Learning Partner or are to be sold, used or deployed, including, without limitation, all anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.You can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, or by contacting publicsectorcompliance@cisco c

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