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Microsoft Certified TrainerPROGRAM aGREEMENT

April 1, 2012‒March 31, 2013

This Microsoft Certified Trainer Program Agreement (“Agreement”)is a legal document between Microsoft (“Microsoft") and you regarding your participation in the Microsoft Certified Trainer Program (“MCT Program”). Please read this Agreementcarefully.You will be asked to accept the terms of this Agreement to enroll and participate in the MCT Program. By SELECTING “I ACCEPT” BELOW, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT select “I Accept”.

AGREEMENT

  1. Definitions.Unless otherwise defined herein, the terms in this Agreement will have the same meaning as defined terms in the Microsoft Certified Professional(“MCP”) Agreement. In addition:

1.1.“Authorized Customers” meansLearning Partners, IT Academy members, and other entities approved in writing by Microsoft.

1.2.“Competency” means a classification system for MCTs that identifies the job roles and/or technologies in which the MCT has demonstrated proficiency by earning the Microsoft Certification corresponding to a particular Competency.

1.3.“IT Academy” means an accredited academic institution that is a current member of Microsoft IT Academy MCT Program.

1.4.“Learning Partner” meansa silver or gold level MPN member in good standing and its Locations that currently hold and maintain an active Learning Competency status under the MCT Program.

1.5.“Microsoft” means Microsoft entity identified in Section 13.2.

1.6.“Microsoft Certified Trainer” or “MCT” means an individual who is currently certified as a Microsoft Certified Trainer under the Microsoft Certification Program who holds the competency to teach a particular Microsoft technology and who has the instructional skills and technical qualifications to deliver instructor-led training using Microsoft Courseware and other training to IT professionals and developers.

1.7.“Microsoft Courseware” means instructor-led Microsoft Official Course, Microsoft Business Solutions, and Microsoft Dynamics coursewarethat educates IT Professionals or Developers.

1.8.“Microsoft Partner Network” or “MPN”means the Microsoft Partner Network program.

1.9.“Private Training Session” means the instructor-led training classes taught for Microsoft Partner Network members to teach a predefined learning objective. These classes are not advertised or promoted to the general public, and class attendance is restricted to individuals employed by or contracted by the MPN member.

1.10.“Public Training Session” means an instructor-led open enrollment training classes offered by an Authorized Customer and delivered to the general public in a physical classroom setting. These classes may be advertised though marketing materials or the Internet and can include Students from one to many organizations and/or individuals not affiliated with a particular company or organization.

1.11.“Student” means any individual that attends a Training Session.

1.12.“Student Kit” means thestudent version of the Microsoft Courseware and any accompanying materials.

1.13.“Trainer Kit” means the Microsoft Courseware and the accompanying materials that are only for use by MCTs to teach a Training Session. Trainer Kits may include Microsoft PowerPoint presentations, instructor notes, demonstration guides, and script files for the Microsoft Courseware.

1.14.“Training Sessions” means any Public Training Session and Private Training Session.

1.15.“Virtual Hard Disk” means a virtualized hard disk (such as a base virtual hard disk or differencing disks) for a Virtual Machine that may contain Microsoft software, files, and data and that can be loaded onto a single computer or other device in order to allow end-users to run multiple operating systems concurrently.

1.16.“Virtual Machine” means a virtualized computing experience, created and accessed using Microsoft Virtual PC or Microsoft Virtual Server software that consists of a virtualized hardware environment, one or more Virtual Hard Disks, and a configuration file setting the parameters of the virtualized hardware environment (e.g., RAM).

  1. MCT Requirements.

2.1.Obtaining and Maintaining MCT Certification. To be certified as an MCT, you must:

  1. satisfy all enrollment requirements described in the MCT Program Guide (“Guide”);
  2. accept and comply with the terms and conditions of the most current version of the MCT Program Agreement;
  3. pay the applicable MCT Program fees; and
  4. comply with all MCTs requirements in the Guide and on the MCT Program website.

2.2.Microsoft Courseware Requirements.

2.2.1.Youagree to comply with the following:

  1. the Microsoft Coursewarewill only be used to prepare and teach (i) Public Training Sessions for Learning Partners and IT Academy members at their business location, and (ii) Private Training Sessions for MPN members at their business location;
  2. abide by all Microsoft Courseware usage requirements;
  3. your Microsoft Courseware use will be in accordance with the restrictions and guidelines in this Agreement and the Guide;
  4. strictly abide by the licenses and other terms that are applicable to, accompanies, or is included with the Microsoft Courseware, the Trainer Kit, all other training materials provided under or associated with the Learning Competency;
  5. teach only the Microsoft Courseware for which you are certified, and only on behalf of Authorized Customers;
  6. ensure each Student enrolled in the Training Session is provided with one (1) licensed copy of the Student Kit for the Microsoft Courseware taught in their Training Session;
  7. obtain Trainer Kits from the MCT Download Center or the Authorized Customer for which you are teaching the Microsoft Courseware;
  8. only use Trainer Kits for the delivery of Microsoft Courseware;and
  9. comply with all Trainer Kit restrictions and requirements, including:
  10. Trainer Kits may only be used for Training Session using Microsoft Courseware.
  11. You may only use the Trainer Kit associated with the Microsoft Courseware you are teaching.
  12. You may not use Trainer Kits or any component thereof in the delivery of non-Microsoft Courseware or for any other purpose.
  13. Trainer Kits may not be distributed to any Student or third-party.
  14. You must strictly comply with the Trainer Kit EULA.

2.2.2.Modified Training Sessions. You may customized or modify a Training Session using Microsoft Courseware provided you agree to comply with the following requirements:

  1. Full Disclosure. You agree to provide full disclosure and clearly state the waysthe Training Session has been modified to Students prior to their registration for the Training Session and in all marketing and advertising materials for the Training Session.
  2. Only hard-copy versions of Microsoft Courseware may be used for modified Training Sessions. Microsoft Courseware in electronic or digital format cannot be used for any modified Training Session.
  3. You or the Authorized Customerwill obtain the Student Kits for the modified Training Session only from the authorized Microsoft Courseware distributor for your territory.
  4. Customized Training Sessions. If you choose to only teach certain Microsoft Courseware modules in your Training Session instead of the entire Microsoft Courseware you agree to comply with the following requirements:
  5. you must include a minimum of three (3) modules of the Microsoft Courseware taught in the customized Training Session;
  6. you will notify each Student in writing that the Training Session will be using only portions of Microsoft Courseware prior to the Training Session; and
  7. you will provide each Student with a list of all of the Microsoft Courseware modules that be taught in the Training Session.

For clarification purposes, any use of “customize” refers only to changing the order in which the Microsoft Courseware modules are presented, and/or not teaching all theMicrosoft Courseware modulesin the Training Session. It does not mean changing or modifying any Microsoft Courseware module content.

  1. Supplemental Materials.
  2. You maysupplement the Microsoft Courseware with additional content (“Supplemental Materials”)when teaching a Training Session, provided the Supplemental Materials are clearly differentiated from the Microsoft Courseware and are advertised as Supplemental Materials.
  3. You warrant and represent that any Supplemental Materials used in the modified Training Session does not and will not infringe or misappropriate any copyright, patent, trade secret, trademark, tradename or other proprietary right held by any third party.
  4. Microsoft does not claim ownership of any such Supplemental Materials. You hereby agree to defend, indemnify, and hold Microsoft harmless from and against any damages, liability, costs, or expenses, including attorneys’ fees and costs, arising out of third-party claims in connection with such Supplemental Materials. You will not state or imply that Microsoft has authored or endorsed such Supplemental Materials.
  5. Changes to Duration. When regional or business requirements indicate a change in the duration of a Microsoft Courseware, Microsoft considers said Microsoft Courseware to be modified and requires that you provide full disclosure of such to Students prior to the Training Session, as specified above.

2.3.Agreements with Authorized Customers. You are solely responsible for negotiating and entering into any and all agreements with Authorized Customers to prepare and teach any Training Session. Any such agreement shall be the sole and exclusive obligation of you and the Authorized Customer. Microsoft shall have no obligation of any kind or nature to you or the Authorized Customer, including for any payments for your preparation or teaching of Microsoft Courseware or otherwise, arising out of or relating to such agreements.

2.4.Customer Satisfaction. You are required to direct Students to submit online evaluations at the conclusion of every Training Session using theMetrics that Matter(“MTM”) evaluation tool. You must obtain and maintain a customer satisfaction rating of average or above.

2.5.Confidential Information.At all times during the Term, and for three (3) years thereafter, you will hold in strictest confidence, and will not use or disclose to any third party, any Microsoft Confidential Information. The term “MicrosoftConfidential Information” means all non-public information, know-how and trade secrets in any form that Microsoft has designated as being confidential; or a reasonable person knows or reasonably should understand to be confidential.Microsoft Confidential Information includes Microsoft Certification exam questions and answers.The following types of information, however marked, are not Microsoft Confidential Information. Information that(a) is or becomes publicly available without a breach of this Agreement, or (b) was lawfully known to you without an obligation to keep it confidential, and (c)is received from another source who can disclose it lawfully and without an obligation to keep it confidential. Notwithstanding the foregoing, you will have no obligation to maintain Microsoft Confidential Information that (a) is or becomes publicly available without a breach of this Agreement, or (b) was lawfully known to you without an obligation to keep it confidential, or (ii) that was known to you prior to Microsoft's disclosure to you. Further, you may disclose Microsoft Confidential Information as required by governmental or judicial order, provided you give Microsoft prompt written notice prior to such disclosure, and comply with any protective order (or equivalent) imposed on such disclosure.

2.6.Compliance.

  1. You agree to comply with the requirements and terms and conditions contained in this Agreement and the Guide.
  2. You may only teach the Microsoft Courses associated with the competencies you have earned. A list of Microsoft Courses associated with each Competency is available atMicrosoft courses and Microsoft IW courses. The MCT’s transcript will list the MCT’s Competencies as well as the courses that the MCT is qualified to teach.
  3. Microsoft may provide you with access to Microsoft Courseware, Virtual Machines, Virtual Hard Disks and other content which may have additional terms, conditions, and licenses. You mustaccept the additional terms before using any Microsoft Courseware, Virtual Machines, Virtual Hard Disks and other content and your use constitutes acceptance of any additional terms. You may not use the Microsoft Courseware, Virtual Machines, Virtual Hard Disks and other content if you do not agree to these terms.
  1. You will not modify, distribute, copy, transmit, post, display, publish, create derivative works from, or reverse-engineer Microsoft Courseware, Virtual Machines and Virtual Hard Disks, Trainer Kit without express written permission fromMicrosoft.
  2. You agree to participate in any on-location or remote inspection and/or audit that Microsoft and/or its designees may conduct. Such audits and/or inspections may include, without limitation: physical on-site audits and inspections, phone, website, Training Session material, Student roster, and MTM results.
  3. You will not engage in any misconduct that could compromise the confidentiality, integrity, or security of Microsoft Certifications or the MCT Program.
  4. You agree to abide by the standards and/or requirements designed to prevent the piracy and/or fraudulent use of Microsoft Courseware, the Virtual Machines and Virtual Hard Disks, and other content and intellectual property associated with the MCT Program and Microsoft technologies.Piracy/fraud includes:
  5. Unauthorized copying, use or distribution of any Microsoft Courseware, Virtual Machines, Virtual Hard Disks, information relating to Microsoft Certification exams, including exam questions and answers, software, or information and content obtained or accessed under the MCT Program.
  6. Any fraudulent reporting, includingStudent evaluations.
  1. PRIVACY.
  2. You grant Microsoft the right to publish your name, biographical information, contact information, including email address and website URLs, Microsoft Certification titles and status, and your employer’s company name, in whole or in partin connection with your participation in the MCT Program.

3.2.You acknowledge and agree that your customer satisfaction scores,Student and class information, and other data that relates to you (including your name, the titles of classes you have taught, etc.) may be compiled from evaluations and surveysconducted by Microsoft and/or its third-party vendor. You will be assigned a unique "access code" to your information and data. You may wish to provide this access code to others so that they will have access to your data. You acknowledge and agree that if you choose to provide your access code to othersthey will be able to access and view all of your information and data.

  1. Authorization.
  2. Grant. Upon your satisfaction of the initial MCT certification requirements, and provided you comply with this Agreement and all continuing certification requirements, Microsoft hereby authorizes you to (a) designate yourself as a “Microsoft Certified Trainer” or “MCT” in connection with your preparation and teaching of Microsoft Courseware, (b) use the MCT Logo according to the MCT and MCP Logo Guidelines, and (c) prepare and teach Microsoft Courseware only on behalf of Authorized Customers.

4.2.Ownership. All rights not expressly granted herein are reserved by Microsoft. You acknowledge and agree that Microsoft owns the MCT Logo and MCT designation and that nothing in this Agreement, or in your performance as a MCT, or that might otherwise be implied by law, shall operate to give you any right, title or interest in the MCT designation or MCT Logo, other than the authorization specifically granted herein.

4.3.Restrictions. You may not use or reproduce the MCT designation or MCT Logo in any manner other than as described in the MCP Credential and Logo Usage Guidelines and/or in any applicable artwork provided by Microsoft. You will use the MCT Logo and MCT designation in a manner that does not derogate from Microsoft’s rights in the MCT Logo and MCT designation, and shall take no action that may interfere with or diminish Microsoft’s rights in the MCT Logo or MCT designation, either during the term of this Agreement or afterwards. You agree to immediately cease all use of the MCT designation and MCT Logo upon the expiration ortermination of this Agreement.

  1. virtual machines and virtual hard disks.
  2. You may only use Virtual Machines or Virtual Hard Disks in the delivery of a Training Session for an Authorized Customer, and you may only use the Virtual Machines and/or Virtual Hard Disks associated with the Microsoft Courseware you are teaching in the Training Session.
  3. Restrictions. You may only use the Virtual Machines and Virtual Hard Disks as expressly set forth in the End User License Agreement (“EULA”) on the MCT Download Center andthe EULA accompanying the Virtual Machines and Virtual Hard Disks. Without limitation of the foregoing, unless expressly allowed otherwise in a EULA accompanying a Virtual Machine, you may:
  1. only use the Virtual Machine for preparation and teaching of the relevant Microsoft Courseware, and
  2. for each Microsoft Courseware that requires Students’ use of Virtual Machines, you may install individual copies of the Virtual Machines only on those classroom computers operated by an Authorized Customer, for use by Students while under your personal supervision, and only during the Training Session, provided in each case that you comply with the following security requirements:
  • Microsoft may deactivate the operating system loaded on each Virtual Machine. Before making any such Virtual Machines available to Students, you will obtain from Microsoft a product key for the operating system software for each Virtual Machine and will activate such software with Microsoft using such product keys.
  • For a given Training Session, you may not install Virtual Machines on more classroom computers than the number of Students enrolled in the Training Session.
  • You will ensure that no copies of the Virtual Machines or any Virtual Hard Disks are copied or downloaded from the classroom computers.
  • You will strictly comply with the EULA and any Microsoft instructions relating to installation, use, activation and deactivation, and security of Virtual Machines and Virtual Hard Disks.
  • You may not modify the Virtual Machines, Virtual Hard Disks, or any contents thereof except:
  • you may make changes to configurations (e.g., mouse) and settings that a normal end user would make to enhance their computing experience, and/or
  • you may make changes if and as necessary to the lab exercises.

Microsoft reserves the right to discontinue providing Virtual Machines, Virtual Hard Disks and/or access to the MCT Download Center at any time.