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Instructor Agreement

PARTNERSHIP AGREEMENT

This is a formal partnership agreement between:
Edtech Learning Limited,  whose address is 10, EAST STOUR WAY, ASHFORD, ENGLAND, TN24 0SX

And,

Instructor Name:

Whose address is 

In this agreement, the instructor and Edtech Learning Limited ( (hereinafter referred to individually as ‘Party’ and collectively as ‘Parties’); a provider of e-learning, training and skill courses to students/users/subscribers/customers (hereinafter referred to as ‘Students’) through Edtech Learning’s leading online course platforms wish to enter a commercial relationship where both Parties share the profit for the courses sold.

NOW, THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual agreements and conditions herein contained, it is hereby agreed among Parties as follows:

1. Course Delivery, Listings, Selling, Usage & Manage:

1.1 The Instructor will provide Edtech Learning Limited with all course materials, images, videos, and course details, which will be shared in Dropbox, Google Drive, or any other file hosting service used by Edtech Learning Limited and described in Exhibit A. Edtech Learning Limited will list each course on its websites, associated brands, and reputable advertising sites. Learndrive and Skillarts are brand trading under the company Edtech Learning Limited. The list of all Edtech Learning’s associated brands can be found on (https://www.edtechlearningltd.com ).  The Instructor hereby grants Edtech Learning, during the period of this agreement, the right to sell, reproduce, distribute, publicly perform, offer and market the courses, based on the terms and conditions of this agreement. For purposes of this agreement, “sale” or “selling” with regard to the courses means “licence” and “licensing”. Edtech Learning Limited acknowledges and agrees that all courses are licensed, not sold, to the Student. A course or course content may be amended, updated and/or removed by the instructor at any time by notifying Edtech Learning Limited.

1.2 Edtech Learning Limited is solely responsible for the assessment of Students who purchase and enrol in courses through Edtech Learning Limited, and will provide all customer support, information, and certifications. Edtech Learning Limited may record all or any part of a course (other than the portion that is the Instructor’s intellectual property) including voice chat communications for quality control and delivering, marketing, promoting, demonstrating, or operating the Services. The term “Services” refers to the marketing, delivery, administration, maintenance, and provision of the courses to Students and potential Students. All recordings of courses are regarded as copies and derivatives of those courses.

1.3 Edtech Learning Limited agrees that:-

a. Edtech Learning Limited shall provide the Services and maintain its websites at its sole expense, so as to create, manage, operate and host its websites and all content contained therein. Additionally, Edtech Learning Limited will ensure that its websites have commercially reasonable terms of use and privacy policies that are in accordance with all applicable laws;
b. The marketing and provision of the courses are made with good business ethics and in a commercially acceptable manner, without compromising the reputation of the Instructor or Instructor’s products and services, including the courses. Edtech Learning Limited shall not make any representation, warranty, or guarantee to a Student or another third party that is inconsistent with or in addition to those made in this Agreement. Edtech Learning Limited is free to display course media as a preview for marketing purposes. In the license granted herein, Edtech Learning Limited specifically excludes itself from copying, modifying, distributing, reverse engineering, hacking, and interfering with the courses, except as expressly permitted.
c. Edtech Learning Limited will always update the list of all her associated and upcoming brands on (https://www.edtechlearningltd.com ). Learndrive (https://www.learndrive.org ) is a brand trading under the company Edtech Learning Limited Limited. Skillarts (https://www.skillarts.org) is an upcoming brand under the company Edtech Learning Limited.

2. Course PricingEdtech Learning Limited is free to determine the price (“Course Price”) or to offer discounts and promotions for all courses provided by the instructors.

3. Revenue, Costs, Profit & Profit Share: In accordance with Section 2, the sold price of a course excluding VAT is called “Revenue”. Costs” means Edtech Learning Limited’s actual incurred costs, with respect to the services for that course, but in no event will costs exceed 35% of Revenue. Profit is the amount after costs are subtracted from revenue. Edtech learning calculates profits after subtracting 35% of the costs from the revenue. Edtech Learning will share 50% of the profits earned from selling your courses with you.

4. Payment: The instructor will earn a profit share from Edtech Learning Limited for the sale of their courses. The instructor will receive payment from Edtech Learning Limited on a monthly basis. It should be noted that Edtech Learning Limited sells and markets its courses on different listing sites and affiliate sites. These platforms may take some time to process payments. Instructor payments will be disbursed after payment from these platforms are collected. Payment shall be made in Pounds (£). £10 is the minimum amount payable. Whenever the instructor’s monthly earnings are less than £10, the amount will be added to the instructor’s next payment.  It is the goal of Edtech Learning Limited to pay its instructors their share of profits as soon as possible. Edtech Learning Limited will notify the instructor if it fails to pay the amount on time for any reason.

5. Refunds: By accepting this contract, the Instructor acknowledges and agrees that students have the right to a refund, as described in the refund policy on https://learndrive.org/terms-and-conditions/. No payments, fees, or commissions shall be paid to the Instructor or Edtech Learning Limited in connection with a refund granted by Edtech Learning. Upon written notice to the Instructor, Edtech Learning Limited reserves the right, in the event of a refund request by a Student, to either (1) deduct the refund amount (previously paid to the Instructor) from the next payment to be sent to the Instructor or (2) require the Instructor to reimburse to Edtech Learning Limited the amount previously paid to the iinstructor.

6. Taxes: All sales, VAT, and other taxes levied or based on the services, courses, sales, or delivery of the courses to any party shall be borne by Edtech Learning, excluding taxes based on the Instructor’s net income.
7. Student ownership: Each student enrolled in a course will be a Student of Edtech Learning, and Edtech Learning Limited will be responsible for each Student. Edtech Learning Limited will be exclusively responsible for the assessment of the Students and will provide all necessary customer service, support, information, and certifications. Instructors do not have a direct contractual relationship with students, and all information about the students will be shared by Edtech Learning Limited with the Instructor in need.
8. Instructor’s specific obligations:

8.1 This means that the Instructor agrees that he or she owns or has the rights/licences/consents/permissions/authorities to authorise Edtech Learning Limited to sell, reproduce, distribute, publicly perform (including through digital audio transmission), publicly display, communicate to the public, promote, market and sell, and otherwise use and exploit the courses.

8.2 The Instructor or company must ensure that each course is materially accurate and complete with regard to its subject matter as of the date it is delivered to Edtech Learning.

8.3 The Instructor will not post or provide any illegal, inappropriate, offensive, racist, hateful, sexist, pornographic or infringing material.

8.4 No part of any course shall violate or misappropriate any intellectual property rights of a third party.

8.5 Instructors are prohibited from posting or otherwise transmitting any unsolicited advertising, promotional material, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation (commercial or otherwise) to any Student through our platform;

8.6 Edtech Learning Limited’s services will not be used by the Instructor for any business other than tutoring, teaching, and instructional services.

8.7 The instructor will not engage in any activity that might require Edtech Learning Limited to obtain any licences from or pay any royalties to any Third Parties, including, by way of example, the payment of royalties for the public performance of any musical works or sound recordings.

8.8 Except as permitted by the terms and conditions of this agreement, the Instructor shall not copy, modify, distribute, reverse-engineer, hack, interfere with Edtech Learning’s website (including non-Instructor content) and/or the services or operations thereof.

8.9 The Instructor is not allowed to embed a coupon in order to circumvent the services or otherwise incorporate free versions of the courses.

8.10 Instructors or companies are to take commercially reasonable measures to ensure no virus, worm, spyware, or any other computer code, file, or program may be introduced that could damage or hijack any hardware, software, telecommunication equipment, or any other aspect of the service.

8.11 An Instructor will not interfere with or impair other Instructors’ ability to provide their services for Edtech Learning.

9. Intellectual Property: The parties retain full ownership of their intellectual property, whether pre-existing or created during or after the term of this agreement. Without limiting the foregoing, (a) all rights, titles and interest in the courses, and any Instructor images, trademarks or other materials (collectively, “Instructor Materials”) shall inure to the sole and exclusive benefit of Instructor, and the copyright, patent, trademark, trade secret, and all other proprietary rights in the Instructor Materials, any copies thereof and any derivative works created therefrom, shall be the sole property of the Instructor. Pursuant to this Agreement, Edtech Learning Limited has a right to resell and provide courses to Students and to its sister concerns, as described herein. All rights not expressly granted to Edtech Learning Limited herein are hereby reserved to the Instructor.

10. Representation and Warranties:  Each Party represents and warrants that:-


i. It has all the necessary legal, corporate, and regulatory authority to enter into this agreement, to perform its obligations hereunder, and to grant the rights granted hereunder;
ii. Business will be conducted in a manner that will reflect favourably on the other Party and its products;
iii. When performing this agreement, it will comply with all applicable national, state, and local laws, policies, and regulations. Regardless of anything in this agreement to the contrary, the Instructor does not warrant that the courses will meet Edtech Learning Limited’s or any Student’s specific requirements, or that any website or electronic communication on the Instructor’s behalf will be uninterrupted or error-free.Neither Party makes any representations or warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, except as expressly set forth herein.

11. Confidentiality: The Parties agree to hold all confidential information in strict confidence and will not directly or indirectly use, disclose or divulge any confidential information other than in connection with the proper performance of the services during (or after the termination of) the agreement. It is also important that parties avoid the disclosure, publication, or use of confidential information by using their best efforts to prevent such disclosure, publication, or use. “Confidential Information” means, with respect to each Party, a Party’s business, financial, technical and operational information, promotional materials, pricing information, software, vendor, product information, customer and prospective customer lists, other customer and prospective customer information, student and prospective student lists, other student and prospective student information, the information constituting trade secrets under applicable law, and any other business and technical information of a Party or its customers, students or vendors, whether in writing or in any form of electronic media, and without respect to which Party compiles it. The term “Confidential Information” shall not include any information that:

(i) a Party can demonstrate by reasonable documented evidence :-

a. Became known to the receiving Party before it received the disclosure, directly or indirectly,
b. was lawfully obtained by the receiving Party from a third party who was not bound by confidentiality obligations,
c. is or becomes publicly available without the action or inaction of the receiving Party;

(ii) is the subject of a court order or subpoena.

13. Indemnification: Each Party shall indemnify, defend, and hold harmless the other Party, its employees, representatives, agents, directors, officers, and shareholders, from and against any damages, liability, loss, or expense (including all court costs, reasonable expenses, and reasonable legal expenses), to the cost incurred due to breaches of representation or warranty contained in this agreement.

 A Party will be entitled to indemnification only if :

a. it promptly notifies the other Party in writing of a claim in sufficient detail to enable the other Party to evaluate the claim (provided that the failure to provide prompt notice shall only relieve the indemnifying party from its obligations under this agreement to the extent that such late notice prejudice either Party’s defence or resulted in increased damages, liability, loss or expense)

b. It gives the indemnifying party sole control over the defence and settlement of such claims,

c. It cooperates as much as reasonably possible, at the expense of the indemnifying party, with the investigation, trial, defence, and appeal of the claim.

Nevertheless, an indemnified party may retain separate counsel at its own expense. A party that seeks indemnification must not compromise any claim or enter any settlement without the written consent of the indemnifying party. Despite anything contained herein to the contrary, the Instructor will not be liable if the allegedly infringing activity:

i. continues after Edtech Learning Limited has been notified of the alleged infringement, or has been informed of modifications that could have avoided the infringement;
ii. Infringement occurs when a course is used in violation of this agreement or with Edtech Learning’s or a third party’s intellectual property or with any software, services, or products not provided by Instructor for Edtech Learning. The provisions of this Section 13 are the indemnifying Party’s sole obligation and indemnified Party’s sole remedy with respect to any third Party claims.

14. Term and Termination:

a. Term: Following the effective date, this agreement shall remain in effect for one (1) year (“Initial Term”), and shall automatically renew for another one (1) year period unless either Party notifies the other of its intent to terminate the agreement, as provided in subsection (b) of this Section below.

b. Termination: This agreement may be terminated by either Party, at any time, with or without cause, upon thirty (30) days prior to a written email notice to the other Party.

c. Continuity of Obligation:  Any clause in this agreement which, by its nature, remains applicable after termination of this agreement shall remain in effect after termination, including, but not limited to, the confidentiality and profit-sharing provisions.

d. Effect of Termination: In the event, this agreement is terminated or expires, each party shall promptly return to the other all confidential information about the other party, and Edtech Learning Limited shall cease marketing and remove its services from the internet, except as otherwise provided in this section.

It is expressly stated herein that termination of the agreement shall be in addition to, and not in lieu of, any equitable or legal remedies available to either Party. It is agreed that the expiration or earlier termination of this agreement shall not relieve, release, or discharge either party from any obligation, debt, or liability that may have accrued and that remains to be performed upon the termination. Should this Agreement be terminated for any reason, all students who have enrolled in Courses as of the date of termination will be able to continue using Edtech Learning’s services and access the courses until the courses are completed. Following the termination of the contract, Edtech Learning Limited will stop selling, promoting, and marketing the courses and will remove the courses from its websites after the period of validity for the previously enrolled students has expired.

15. Miscellaneous:

a. Independent Contractor:  Each party is solely responsible for paying any employees, agents, or representatives employed to perform duties under this agreement, as well as for taxes, duties, and all other charges imposed by governments arising from its activities under this agreement.

b. Amendments to the terms:  As between both Parties, this Agreement represents the entire agreement between them. In the event that both Parties wish to amend, add, modify, or waive, both Parties must sign a written amendment, addition, modification, or waiver.

c. Limitation of Liability:  Neither party will be responsible for any incidental, special, punitive or consequential damages of any kind (including damages for interruption of business, procurement of substitute goods, loss of data, loss of profits, etc.) regardless of the form of action, whether contract, tort (including negligence), or strict product liability. Under no circumstances will either Party’s cumulative aggregate liability for claims arising out of or related to this agreement exceed the amount paid and/or payable to the Instructor under this agreement.

d. No Assignment; Severability: Neither Party may assign this agreement to a third party without the other’s prior written consent; provided, however, that a Party may assign this agreement without the other’s consent by operation of law. Even if any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still stand.

e. Cooperation; Section Headings: It is understood that all Parties will cooperate with each other in a professional manner for the purpose of consummating the transactions described herein. This Agreement has been divided into sections and subheadings are merely for the convenience of reference and will not affect the construction or interpretation of this Agreement.

17 April 2022
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    © LEARNDRIVE 2022. LEARNDRIVE IS A TRADING STYLE OF EDTECH LEARNING LTD. COMPANY REGISTERED IN ENGLAND AND WALES. REGISTRATION NO: 13792412 | REGISTERED

    ADDRESS: 10 EAST STOUR WAY, ASHFORD, ENGLAND TN24 0SX |