ECSI Education Center Agreement

Appointment

Appointment as an ECSI Education Center is for a term of one (1) year from the date of this Agreement. This appointment is provided on a non-exclusive basis and will be automatically renewed for additional one year (1) terms, provided the Education Center has complied with the terms of this Agreement during its appointment period.

Compliance

The Education Center agrees to provide training in accordance with the training methods and structure provided within ECSI instructor resources for all courses.

The Education Center conducts this training on its own behalf, and not as an agent of the American Academy of Orthopaedic Surgeons (AAOS), American College of Emergency Physicians (ACEP), Jones & Bartlett Learning (JBL), or any other organizations that may partner with ECSI for the purpose of delivering or endorsing ECSI training courses, products, or events.

The Education Center agrees to comply with all applicable governmental rules, regulations, laws, or ordinances as they pertain to the delivery, administration, or benefits of the ECSI.

ECSI may monitor an Education Center's courses and inspect its records at any time to ensure compliance.

Course Materials

The Education Center will order all course materials through Jones & Bartlett Learning and will receive special discount prices not available to others. The Education Center agrees to use the materials in connection with fulfilling obligations under this Agreement. This includes, but is not limited to, the mandatory use of ECSI course materials when issuing ECSI Course Completion Cards.

Copyright of Materials

The Education Center acknowledges that all ECSI course materials are copyrighted by Jones & Bartlett Learning. The Education Center obtains no rights to or interest in the ECSI courses or materials by becoming an Education Center. Unauthorized reproduction, sale, or use of these copyrighted materials in any form, except as specifically provided through written agreement with Jones & Bartlett Learning, is strictly prohibited. Copyright violation will result in termination of this Agreement, as well as the pursuit of any other remedy provided by law.

Trademark

The Education Center acknowledges that ECSI, AAOS, ACEP, and JBL own their respective trade names, marks, and logos. The Education Center acknowledges the validity of these Marks, and agrees that it will not use these Marks or any name, mark, or logo confusingly similar in any manner unless written approval is provided.

Program Administration

The Education Center shall maintain course records for all ECSI courses taught by its Instructors. If requested, Education Centers will provide an annual report to ECSI of courses taught. The Education Center agrees to use authorized ECSI Instructors to teach ECSI courses.

The Education Center acknowledges that ECSI Instructors must teach two (2) courses in their two year authorization period. ESCI Instructors must also maintain records of course activity. All Instructors must possess a copy of the appropriate instructor material and participant manual when teaching ECSI courses.

The Education Center acknowledges that it will be responsible for the administration of ECSI Course Completion Cards to be issued to participants who successfully complete courses as verified by the Education Center's ECSI Instructors. ECSI Course Completion Cards can only be granted by ECSI Instructors. The Education Center may sub-contract with individuals or agencies to assist in providing ECSI courses, provided that the individual or agency is also utilizing ECSI Instructors to deliver the training. Instructors from national training organizations and/or state agencies other than ECSI Instructors can assist with classes as necessary, and can be "grandfathered" as Instructors into the ECSI.

Exclusivity

There are no provisions for exclusivity in this Agreement and ECSI Education Centers and their Instructors can also be members of other organizations (e.g., American Heart Association, American Red Cross, etc.) for the purpose of offering courses other than ECSI courses.

Assignment

The Education Center's rights and obligations under this Agreement are not assignable without the prior written consent of ECSI.

Indemnification

The Education Center agrees to indemnify, defend, and hold ECSI, AAOS, ACEP, and JBL harmless from and against all claims, losses, causes of action, liability, damages, and expenses asserted by third parties relating to or arising from any acts or omissions of the Education Center or its employees, representatives, or agents.

Termination and Expiration

This Agreement may be terminated for the following reasons:

• The Education Center fails to comply with or is in default under any provision of this Agreement.
• The Education Center or a principal thereof is convicted in a court of competent jurisdiction of a criminal offense.
• The Education Center is delinquent in payments owed to any person in respect of ECSI courses or to JBL for any products purchased.

Termination under this section will become effective fourteen (14) days after receipt by the Education Center of a written notice of termination from ECSI unless, prior to the Termination Date, the Education Center cures the grounds for termination specified in the notice. Within fourteen (14) days of termination, the Education Center shall:

• Cease conducting all ECSI training and issuing ECSI Course Completion Cards.
• No longer represent to the public in any manner that it is authorized to provide ECSI courses.
• Cease to use, in any manner whatsoever, the marks, symbols, and other identifying characteristics of ECSI that may have been granted to the Education Center.

Electronic Communication

ECSI will communicate to Education Centers and Instructors through different formats, including regular mail and e-mail. Information provided will include administrative updates, new programs or products, and other special offers. The Education Center and its Instructors agree to accept these communications as a part of standard business practice as members of ECSI.

Acceptance

Having read and understood the information above, the Education Center wishes to form a contract with the ECSI through electronic acknowledgement of this Agreement. This exchange of e-mails shall constitute an electronic record of the Agreement and shall be binding once the Education Center receives a return electronic copy of the Agreement executed by an authorized representative of ECSI.