Proposal Additional Terms

The terms below (the “Additional Terms”) are intended to be incorporated into and made a part of a separate agreement (the “Proposal,” together with the Additional Terms, the “Agreement”) between Immediate Action Medicine, Inc. (the “Trainer”) and you (the “Client”).

1. Training. Trainer shall conduct provide the training services (the “Training”) set forth in the Proposal. The Training will be conducted either in-person or at a location (the “Location”) mutually agreed to between the Parties or online. If the Training is provided online, then such Training shall be provided pursuant to the procedure and under the direction of the Trainer, in its sole and absolute discretion.

2. Client Obligations. Client agrees to provide one (1) administrative assistant to Trainer for help with paperwork and classroom operations. If the Training is to be conducted in-person, Client agrees to provide a classroom at the Location, which will be in compliance with the following:

a. Legal capacity for the number of students, administrative assistants and instructors; anticipated to attend (collectively, the “Participants”);

b. Adequate restrooms and common areas;

c. Clean and reasonable conditions with minimal distractions (i.e., closing doors or windows if there is outside noise, silence cell phones, etc.);

d. Comfortable desk and chair for every student;

e. Functional digital projector and applicable audio-visual equipment;

f. Adjustable lighting to support audio and visual equipment for learning;

g. Adequate climate control to maintain Participants’ comfort;

h. Reasonable level of security and safety measures for all individuals involved in all aspects of activity; and 

i. Adequate space, access and accommodations for Participants with disabilities in accordance with the Americans with Disabilities Act standards.

3. Intellectual Property. Client acknowledges and agrees that all intellectual property rights, including copyrights (whether registrable or not), patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, domain names, videos, animation, slides, study guides, handouts, course supplemental material, quizzes, and exams, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to the Client under this Agreement or prepared by or on behalf of the Trainer in the course of performing the Training (collectively, the “Deliverables”) shall be owned by Trainer.

4. Confidentiality. From time to time during the term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's employees, consultants or agents who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

5. Severability. If any term or provision of this Agreement shall be determined bya court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement.

6. Governing Law. The interpretation and enforcement of this Agreement will be governed by the laws of the State of California, without regard to any conflicts of law provisions contained therein.

7. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a digital copy will have the same force and effect as execution of an original, and a digital signature will be deemed an original and valid signature.

8. Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement shall supersede any previous agreements or understandings, written or oral, between the Parties. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

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