TalkTools® Education Partner Agreement [SELF-STUDY COLLECTION]


 

Thank you for partnering with TalkTools® on the following continuing education initiative. This Agreement (“Agreement”) is made and effective on between (“Education Partner”) and TalkTools® LLC, a South Carolina limited liability company (“TalkTools®”) with offices located at 2681 Spruill Avenue, Suite A, North Charleston, South Carolina 29405 for the following educational training content (“COURSE”):

Education Partner Name:   

Education Partner Organization:  

Education Partner Address:  

Education Partner email:  

Education Partner Communication Channel:  

Education Partner Course Title:  

Course Duration (how many hours):  

Course Format:  

Education Partner agrees to:

  • provide headshot and bio
  • provide course description, learning outcomes and timed agenda
  • present the Course as it relates to the course description, learning outcomes and timed agenda
  • strive to the present the Course and associated content in a accurate, relevant, informative manner
  • promote course through their marketing and media channels (email, newsletters, blogs, social media,)
  • provide all course materials to TalkTools® by the deadlines prescribed by TalkTools®, including:
    • digital recording of course presentation
    • presentation slides (pdf)
    • additional course materials and resources
  • Education Partner may schedule course recording with TalkTools® or they may record their course
  • If Education Partner is recording their course presentation, they are required to provide a high-quality, error-free digital recording with clear audio and video

TalkTools® agrees to:

  • provide a secure, web-based education platform for storing course content
  • provide secure, on-demand access to Course content to customers who have a purchased a registration for this Course
  • market and sell Course, as well as promote Education Partner, on our media channels (including TalkTools website and social media) and email platform 
  • file Course for CEUs approval with the appropriate CEU designation organizations (i.e., ASHA, AOTA)
  • file CEUs for course participants with the appropriate CEU design organizations (i.e., ASHA, AOTA) 
Additional Terms and Conditions
  • This agreement is separate from any previous, current or future contracts between Education Partner and TalkTools®, including, but not limited to: TalkTools®-hosted virtual streaming webinars or conferences, educational materials or products.
  • Education Partner appoints TalkTools® as a non-exclusive publisher and distributor for educational content associated with the Course. As non-exclusive publisher and distributor, TalkTools® has the authority to:
    • market and publish course information and any materials associated with Course, including, but not limited to: recorded presentation and any additional printed or recorded materials as approved and provided by the Education Partner.
    • advertise and market the Course, as well as Education Partner. Marketing/advertising may include: hardcopy materials (i.e., flyers, mailers), video/audio recordings, social media, video clips, blogs, emails, electronic multimedia, and/or web-based media. Education Partner will be informed of marketing and advertising efforts for Course.
  • Compensation
    • Education Partner is considered an independent contractor. TalkTools® shall pay Education Partner a commission of 20% of Net Revenue for Course sales, after initial development and production costs have been met.
  • Property Designations
    • Education Partner has developed and designed the Course that includes educational content that is unique, accurate, relative and informative.
    • Course materials developed by Education Partner are and will remain the intellectual property of Education Partner.
    • As stated above, Education Partner grants TalkTools® permission to publish, market, sell and distribute this Course.
    • TalkTools® grants permission to Education Partner to use TalkTools® copyrighted  materials and intellectual property as agreed upon by both parties listed in this Agreement
    • Any intellectual property rights that were previously owned by TalkTools® remain TalkTools® property.  
  • Term
    • The term of this agreement is 5 years from the date of the Effective Date. This Agreement will automatically renew at the end of the 5-year period, unless both Parties agree in writing to terminate the agreement prior to the end of the term.
    • A request from either Party to terminate this Agreement must be made in writing at least 60 days prior to the end of the term.
  • Notices
    • Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent via certified mail, return receipt requested, to the addresses listed below herein.  Such notice shall be effective on the date of receipt or refusal by the receiving party.
  • Severability
    • If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative for any reason by any court of competent jurisdiction, government authority or otherwise, such holding, declaration, or pronouncement shall be effect adversely any other provisions of this Agreement, which shall otherwise remain in full force and effect and be enforced in accordance with its terms and the effect of such holding, declaration or pronouncement shall be limited to the territory or jurisdiction in which made.
  • Waiver of Breach
    • No delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this Agreement shall operate as a waiver of any subsequent right or remedy arising from subsequent breach of this Agreement.  The consent of any party where required hereunder to any act or occurrence shall not be deemed to be a consent to any other act or occurrence.
  • Assignment
    • Neither this Agreement nor any rights hereunder may be assigned without the prior written consent of the other party hereto.
  • Force Majeure
    • Notwithstanding anything contained herein to the contrary, neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control.  
    • Performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay.
    • If such extended performance times conflict with the Company’s pre‐existing contractual commitment to other customers, the Company shall so advise Client, and the parties shall use their best efforts to agree in writing to an alternative implementation schedule.  
    • If the parties are unable to agree upon an alternative implementation schedule, this Agreement may be terminated by either party and neither party shall be liable to the other for such termination, except for payment of fees and costs incurred as of the effective date of termination.
  •  
  • General Provisions
    • This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to this subject matter.  This Agreement may not be modified or amended, or any term or provision hereof waived or discharged except in writing signed by the parties.  The headings of this Agreement are for convenience and reference only and shall not limit or otherwise affect the meaning thereof.
  • Alternative Dispute Resolution Mediation and Arbitration
    • If a dispute, controversy or claim arises out of or relates to this Agreement, or breach, termination or invalidity thereof, and if such dispute, controversy or claim cannot be settled and resolved through negotiation, the parties agree first to try in good faith to settle such dispute, controversy or claim through mediation.  
    • The parties agree that each party shall bear its own costs of the mediation, including attorneys’ fees, with each party sharing equally all charges of the mediator.
    • Any settlement obtained through mediation shall be documented in writing by the mediator and signed by the parties. 
    • Any issue or claim not resolved by mediation shall be referred to and finally resolved by arbitration in Charleston County, South Carolina.  The arbitrator shall be mutually agreed to by the parties.  Failing such agreement, either party shall have the right to request that an arbitrator be appointed by the District Court in Charleston County.
  • Interpretation and Governing Law; Jurisdiction and Service of Process
    • This Agreement shall be construed as though prepared by both of the parties hereto
    • This agreement and the performances of the parties hereunder, shall be governed by the laws of the State of South Carolina without giving effect to the principles of conflicts of laws that would otherwise provide for the application of the substantive law of another jurisdiction
    • Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought against either party in the courts of the state of South Carolina or, if it has or can obtain jurisdiction, in the United States District Court for such state, and each party hereby consents for itself and its successors and assigns to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein
    • Process in any action or proceeding referred to in this section may be served on either party anywhere in the world, whether within or without the State of South Carolina, and may also be served upon either party in the manner provided above for giving notices to a party under this agreement.
  • Indemnification
    • TalkTools® shall indemnify and hold the Education Partner harmless from any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of intentional or negligent acts or omissions by TalkTool®s, its employees or agents. The Education Partner shall indemnify TalkTools from any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of the intentional or negligent acts or omissions by the Education Partner, their employees or agents.  

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Document name: TalkTools® Education Partner Agreement [SELF-STUDY COLLECTION]
lock iconUnique Document ID: 9add5d75860d7b001f4c3eea2bc53724e93e3c80
Timestamp Audit
01/16/2024 11:12 am ESTTalkTools® Education Partner Agreement [SELF-STUDY COLLECTION] Uploaded by TalkTools Continuing Education Team - [email protected] IP 24.96.236.163
01/16/2024 12:35 pm ESTMary Saady - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128
01/16/2024 12:35 pm ESTEmily Dalton - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128
01/16/2024 12:35 pm ESTTresha Patong - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128
01/16/2024 12:43 pm ESTMary Saady - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128
01/16/2024 12:43 pm ESTEmily Dalton - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128
01/16/2024 12:43 pm ESTTresha Patong - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128
01/16/2024 12:51 pm ESTMary Saady - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128
01/16/2024 12:51 pm ESTEmily Dalton - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128
01/16/2024 12:51 pm ESTTresha Patong - [email protected] added by TalkTools Continuing Education Team - [email protected] as a CC'd Recipient Ip: 72.84.222.128