This TRAINING SITE AGREEMENT (hereinafter referred to as "Agreement") is made this by and between Code 1 Training Solutions, LLC, a Connecticut Limited Liability Company with its principal place of business at 2115 Colonial Avenue SW, Suite 121, Roanoke VA 24015 (hereinafter referred to as “Training Center” or “TC”) and with its principal place of business at hereinafter referred to as “Training Site” or “TS”.
WHEREAS, the Training Center is a contracted Training Center of the American Heart Association (“AHA”) that provides emergency cardiovascular (“ECC”), CPR, First Aid, and other emergency medical training as well as associated equipment;
AND WHEREAS, Training Site would like to provide, and manage the provision by others of, ECC training under the guidelines and curriculum of the AHA and under the contractual agreement that the TC holds with the AHA;
NOW THEREFORE, in consideration of the mutual promises set out herein the parties hereby agree as follows:
1.1. AHA Materials: "AHA Materials" shall mean all ECC materials published by the AHA, including, but not limited to, textbooks, instructor’s manuals, exams, answer keys, toolkits, newsletters, and eCards.
1.2. Courses: “Course” or "Courses" shall mean the approved ECC courses listed below in which eCards will be distributed:
220.127.116.11 Provider Course(s)
18.104.22.168 Instructor Course(s)
1.2.2 BLS Provider
22.214.171.124 Provider Course(s)
126.96.36.199 Instructor Course(s)
1.2.3 ACLS Provider / ACLS EP
188.8.131.52 Provider Course(s)
184.108.40.206 Instructor Course(s)
1.2.4 PALS Provider / PEARS
220.127.116.11 Provider Course(s)
18.104.22.168 Instructor Course(s)
1.3. eCards: "eCards" shall mean those electronic certificates bearing the AHA Servicemarks and ECC logo, which TS may distribute to students pursuant to Program Guidelines to indicate that the student participated in or successfully completed a Course.
1.4. Geographic Territory: The "Geographic Territory" shall mean the following states/ territories:
1.4.1 The “Geographic Territory” shall mean the 50 US States
1.4.2 Any American Heart Association training conducted outside the 50 United States shall require the prior approval of the TC and the American Heart Association.
1.5. Training Sites: "Training Sites" shall mean persons or organizations engaged or authorized by TC to teach Courses and for whom TC will process course rosters.
1.6. Instructors: “Instructors” shall mean persons engaged or authorized by TC or Training Sites to teach Courses.
1.7. Program Guidelines: "Program Guidelines" shall mean the then current Guidelines for Cardiopulmonary Resuscitation and Emergency Cardiovascular Care, and the then current Program Administration Manual: Guidelines for Program Administration and Training as they may be amended and/or supplemented by the AHA from time to time. The Program Guidelines are incorporated herein by reference as if fully set forth at length. TS acknowledges receipt of a set of Program Guidelines.
2. Responsibilities of Training Site:
2.1. Courses: TS shall conduct courses and shall authorize Instructors to conduct courses only within the Geographic Territory. TS shall ensure that all Courses taught by TS and/or Instructors conform to the requirements of the Program Guidelines and the curriculum set out in the applicable AHA Instructor’s Manuals. TS acknowledges and agrees that this Agreement is non-exclusive and that the TC may enter into Training Site Agreements with other parties within the Geographic Territory.
2.1.1. TS must notify TC of all courses being instructed. Notification occurs by listing the course on the TS instance of Enrollware.
2.1.2. TS authorizes representative(s) as designated by the TC to monitor and observe any course being instructed by the TS and its instructors. The observation and monitoring of a course may be scheduled with the TS or may be an unannounced site visit.
2.1.3 TS will not directly compete with TC through contacting former, existing, or prospective clients.
2.2. TS shall comply with the requirements of the Program Guidelines including, but not limited to:
2.2.1. TS shall promptly notify, forward, or otherwise communicate to its instructors all correspondence from the American Heart Association regarding changes to science or curricula.
2.2.2. TS must upload all course paperwork within seven (7) calendar days following the course.
2.3. The TS will support Chain of Survival initiatives in cooperation with the TC and the AHA in their region and/or community, within available resources as outlined in Program Guidelines.
2.4. The TS will support local public advocacy Chain of Survival activities, e.g., public access defibrillation.
2.5. Rosters and eCards:
2.5.1. The TC has the option at its sole discretion to allow the TS to issue eCards directly. If this option is agreed upon, TS shall safeguard eCards from unauthorized distribution. It shall limit the distribution of eCards only to persons who are students of Training Site and/or Instructors and who have met the requirements for receipt of eCards in accordance with Program Guidelines. Only the approved TS Coordinator or a TS employee designated by the TS Coordinator and acting under the direct supervision of the TS Coordinator may receive eCards from TC and the TS will be solely responsible for the control and security of card issuance. This responsibility may not be assigned or transferred to another organization or individual, including instructors. TS shall ensure that only the appropriate type of eCard, as set out in the Program Guidelines, is issued to each student.
2.5.2. TS may not substitute any other organization’s card for the appropriate AHA eCard, or issue any eCard not currently authorized for an AHA Course, or use non-AHA course materials in lieu of AHA materials to teach an AHA Course.
2.5.3. TS shall maintain rosters and records for all Courses conducted by TS for at least 3 years after the date the Course was conducted.
22.214.171.124 Records required for retention shall include a roster including all participant names and email addresses, a course evaluation form anonymously completed by each participant, course completion certificates for online course skills testing, scored examination answer sheets for courses requiring a written examination, and documentation of skills testing.
2.5.4. TS shall submit statistical data and/or reports to the TC as required under the Program Guidelines.
2.6. AHA Materials
2.6.1. TS may purchase AHA Materials from third party distributors subject to the distributor’s policies regarding payment terms, prices, shipping, and handling.
2.6.2. TS may sell AHA ECC textbooks and Instructor’s Manuals to students, Instructors, and other third parties. However, it may not sell or distribute to any third party AHA Course exams and/or answer keys. AHA Course exams and/or answer keys may be used only for provision of Courses under this Agreement. TS may duplicate, in whole, AHA Course exams, and authorize Instructors to duplicate, in whole, AHA Course exams to be used only for the provision of Courses under this Agreement. TS shall prohibit Instructors from unauthorized copying, re-selling or distributing AHA Course exams and answer keys.
2.7. TS Coordinators: TS shall designate a primary contact (hereinafter "TS Coordinator”) between TS and the TC regarding all administration of ECC training, including, but not limited to, customer service, Course scheduling, card issuance, and records maintenance and retention. TS shall ensure that new TS Coordinator attends an orientation with TC within thirty (30) calendar days following execution of the TS Agreement or, in the case of staff turnover, within thirty (30) calendar days following designation as a TS Coordinator.
3. Quality Assurance:
3.1 Reviews: The TC may monitor and/or review Training Sites' performance and compliance with Program Guidelines and AHA curriculum at least once each year through a review of course records, site visits, written reviews, and course audits. TS shall provide the TC with access, as needed, to its facilities and records pertaining to the courses taught. The TC will comply with all facility visitor policies when on premises, including, if applicable, screenings and background checks. This shall be in addition to the monitoring of Instructors as a part of their review.
3.2 Course Monitoring for Instructor Credentialing : TC is responsible for monitoring TS instructors to renew instructor credentialing. Course Monitoring must be completed by Faculty designated by the TC (hereinafter “TCF”) prior to the expiration of the instructor credential. Monitoring may be completed through one of four methods:
3.2.1 The instructor conducts a course at the TC while being monitored by TCF. This method is provided free of charge to the TS and is subject to the availability and schedule of the TC.
3.2.2 The instructor completes remote video monitoring by recording a course and providing the recording of the course to TC for review.
4. Dispute Resolution:
4.1. Subject to paragraph 4.2 below, TS agrees that any disputes regarding Course curriculum, TS’s compliance with Program Guidelines, or other matters regarding its delivery of AHA ECC training shall be resolved according to the Dispute Resolution Policy set out in the Program Guidelines.
4.2. Notwithstanding the terms of paragraph 4.1, each party to this Agreement shall at all times be entirely free to exercise its rights of termination under Section 10 without regard to whether a dispute exists at the time of such termination which, in the absence of such termination, would be resolved pursuant to Section 4.1, and, if such a dispute should then exist, without any requirement that such dispute be resolved pursuant to Section 4.1.
5. Costs and Fees:
5.1 All costs of providing Courses and fees charged to students shall be the responsibility of the TS. The TC shall not have any responsibility for any costs incurred, or fees charged, by Training Sites. Furthermore, the AHA is paid no fees by TC or any Training Sites or Instructors, and the AHA has no financial interest in the business of TC, Training Sites or Instructors.
6. Relationship of the Parties:
6.1 The parties acknowledge and agree that the relationship created by this Agreement is that of independent contractors, each is an independent business entity and, as such, neither party may represent itself as an employee, agent, or representative of the other; nor may it incur any obligations on behalf of the other party; nor are the parties joint ventures or partners; nor does the relationship created under this agreement constitute a franchise.
6.2 TS is solely responsible for carrying out its responsibilities under this agreement. TC is solely responsible for Training Sites' performance under the Agreement between the TC and the American Heart Association.
6.3 Employees of TS are not, and shall not be considered employees of the TC or AHA.
6.4 Without limiting the foregoing, TS acknowledges and agrees that neither the TC or AHA shall have responsibility for any activities of Training Sites, including, but not limited to, their conduct of courses, their employment, supervision and training of Instructors and other employees or agents, their scheduling of Courses, their obligation to provide Courses to third parties, their obligations to pay for AHA Materials or other supplies or services provided by third parties or any other obligations incurred in the course of business.
7. Conflict of Interest:
7.1 TS acknowledges that the AHA's conflict of interest policy prohibits AHA volunteers from acting and being involved in any decision-making process on behalf of the AHA when the volunteer has any interest (whether financial, personal, or professional) in the activity. This policy may result in the disqualification of TS employees from acting as AHA volunteers in the ECC program. TS will not knowingly permit its employees or agents to take any actions that violate the AHA's conflict of interest policy.
8. Proprietary Rights:
8.1. TS acknowledges and agrees that all Instructor information is proprietary to the TC and AHA. Instructor information includes but is not limited to the date(s) on which Instructor took the Instructor Course(s) or Renewal Course(s), course location, monitoring reports, teaching history, and contact information for Instructor, including address, phone, and email address. Instructor information must be delivered to the TC and/or AHA upon request.
8.2. TS acknowledges and agrees that copyright in AHA Materials is owned by the AHA. AHA Materials may not be copied, in whole or in part, whether in print, electronically, on the World Wide Web (“Web”) or in any other format, and may not be adapted without the prior express written consent of the AHA.
8.3. The name "American Heart Association," the heart-and-torch logo, and the slogan "Learn and Live" (hereinafter collectively "AHA Servicemarks") are servicemarks of the American Heart Association, Inc. TS acknowledges and agrees that it may not use them or display them in any fashion whatsoever, except as may be expressly set out in the Program Guidelines, and subject to the AHA's prior review and written approval.
8.4. TS's use of the AHA Servicemarks , and AHA Materials shall accrue exclusively to the AHA's benefit, and all ownership, copyrights, servicemarks, trademarks, and other rights, titles, and interests in them shall be in the AHA's name and shall belong to the AHA. TS shall not contest the validity of the AHA's copyrights, servicemarks, or trademarks or other AHA proprietary right, title or interest, including, without limitation, after the expiration or termination of this Agreement.
9.1. TS hereby agrees to indemnify, defend, and hold harmless the TC, AHA, and its affiliates, and their officers, employees, volunteers, and agents, from and against all claims, damages, liabilities, suits, and expenses (including reasonable attorney's fees) arising out of or in connection with
9.1.1 Courses offered or provided by TC, Training Sites, Instructors, their employees or agents;
9.1.2 acts or omissions of TS of the terms of this agreement.
9.1.3 However, this indemnity obligation shall not extend to claims, damages, liabilities, suits and expenses caused solely from the science content of any AHA Materials when used by TC and/or Training Site in full compliance with the Program Guidelines and the curriculum set out in the applicable AHA Instructor's Manual.
9.2. In no event shall the AHA and/or its affiliates nor their officers, employees, volunteers or agents be liable to TS for any direct, indirect, special, consequential, or incidental damages.
9.3. For the duration of this Agreement TS shall obtain and maintain at its expense general liability insurance from a carrier rated A, VII or better, with limits equal to or greater than $1 million. This policy shall specify that it may not be modified or canceled by the insurer, except after thirty (30) days prior written notice by the insurer to the TC. TS must provide the TC with a certificate of insurance evidencing this coverage upon execution of the Agreement and upon any renewals hereof.
10. Term and Termination
10.1. The term of this Agreement shall begin upon execution for a period of 12 months. It shall automatically renew for a twelve (12) month period at the end of the initial term and at the end of each term thereafter, so long as before the end of the term, the TC provides the TS with written notice of renewal for the following period. Each party is free to decline to renew or extend the term of this Agreement.
10.2. Following expiration or termination of this agreement for any reason, TS may not issue any eCards.
10.3. All procedures listed in the Program Guidelines regarding the retention or handling of unused eCards, completed rosters, completed monitoring forms and other records must be followed upon termination or expiration, with or without cause. Notwithstanding, TS shall deliver all such records to the TC upon request.
10.4. This agreement may be terminated “without cause” by the TC upon written notice to the TS.
10.5. This Agreement may be terminated by TS, without cause, upon sixty (60) days’ prior written notice.
11. General Terms:
11.1. Assignment: This Agreement may not be assigned or transferred by TC without the prior written consent of the TC.
11.2. Entire Agreement: This Agreement contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed, and supersedes all prior written or oral agreements or communications between the parties. In the event of any conflict between the terms of this Agreement and the terms of the Program Guidelines, the terms of this Agreement shall prevail.
11.3. TS warrants and represents that upon execution hereof, this Agreement shall be the legal, valid and binding obligation of TS, enforceable against TS in accordance with its terms. The individual signing this Agreement warrants and represents that he/she is duly authorized to sign this Agreement on behalf of TS.
11.4. Waiver: No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, shall be deemed to be, or shall constitute, a waiver of any other provision hereof; nor shall such waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
11.5. Modification: No supplement, modification, or amendment of any term, provision, or condition of this Agreement shall be binding or enforceable on either party hereto unless in writing signed by both parties.
11.6. Parties Named: Nothing in this Agreement, whether express or implied, is intended to confer upon any person, other than the parties identified herein and the TC (and their respective heirs, representatives, successors, and permitted assigns), any rights or remedies under, or by reason of, this Agreement. Nothing in this Agreement is intended to relieve or discharge any liability of any party hereto or any third party. No provision in this Agreement shall give any entity any right of subrogation against any party hereto.
11.7. Notices: All notices shall be sent postage prepaid to the intended party at the address set forth above (unless notification of a change of address is given in writing) and two (2) business days following the date of mailing shall be deemed the date notice is given.
11.8. Severability: Should any part, term, or provision of this Agreement be declared to be invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof shall remain in full force and effect, and shall in no way be invalidated, impaired, or affected thereby.
11.9. Applicable Law: This Agreement shall be governed by the laws of the State of Connecticut without regard to its conflict of laws provisions.
11.10. Subject Headings: The subject headings of the sections, paragraphs, and subparagraphs of this Agreement are included herein solely for the purposes of convenience and reference, and shall not be deemed to explain, modify, limit, amplify, or aid in the meaning, construction, or interpretation of any of the provisions of this Agreement.
11.11. Survival: The following paragraphs, including their subparagraphs, shall survive termination of this agreement: 4.2, 8, 9, 10.3, 11.2, 11.6, 11.7, 11.8, 11.9 and 11.11.
THUS this agreement has been executed by the Parties in duplicate on the Signing Date.