ONLINE PLATFORM AGREEMENT

THIS AGREEMENT is made on[Month, day, year]

BETWEEN

[the Buyer]

of (the “Buyer”); and

National Education Video Inc., (Nevco)

of (the “Seller”),

collectively referred to as the “Parties”.

RECITALS

The Buyer wishes to be provided with the Services (defined below) by the Seller and the Seller agrees to provide the Services

to the Buyer on the terms and conditions of this Agreement.

Key Terms

1.1

Services

The Seller shall provide the following services (“Services”) to the Buyer in accordance with the terms and conditions

of this Agreement:

Nevco Online Video Training Library

1.2

Delivery of the Services

Start date:

The Seller shall commence the provision of the Services on [

insert date here

Key Dates:

Seller agrees to provide the following Services at the specific dates set out below: [

insert dates

here

] :

Make Available the Entire Nevco online Training Library of Programs on an ongoing basis.

1.3

Site

The Seller shall provide the Services at the following site(s): https://nevcouniversity.com/

1.4

Price

As consideration for the provision of the Services by the Seller, the price for the provision of the Services is

[

insert price here

] (“Price”).

Terms :

Buyer will provide Seller with valid and updated credit card information, or with a valid purchase order or alternative document

reasonably acceptable to Seller. Buyer authorizes Seller to charge such credit card for Services listed in this agreement for

the initial subscription term and all renewal subscriptions term(s) which will be automatically charged on the anniversary date

of this agreement unless Buyer gives Notice of discontinuation of services pursuant to the Notice provisions of this agreement.

If the order form specifies that payment will be by a method other than credit card, Seller will invoice Buyer in advance of the

anniversary term. Unless otherwise agreed, the invoiced charges are due net 30 days from the invoice date. Buyer is

responsible for providing complete and accurate billing and contact information to Seller.

If an invoiced amount is not received by Seller by the due date, then without limiting Seller’s rights or remedies, those charges

may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law.

If any amount owing by Buyer under this agreement for Seller’s services is 30 days or more days overdue (or 10 or more days

overdue in the case of amount Buyer has authorized Seller to charge Buyer’s credit card, Seller may, without limiting Seller’other rights and remedies, accelerate the unpaid fee obligations under this agreement where applicable, so that all such

obligations become immediately due and payable, and suspend Seller’s services to Buyer until such amounts are paid in full.

If Buyer is paying by credit card or direct debit whose payment that has been declined will have at least 10 days’ prior notice

that Buyer’s account is overdue, before suspending services to Buyer.

The method of payment of the Price by the Buyer to the Seller shall be by:

[check][cheque] sent to the following address: [

insert details here

]

ii.

credit card payment

(

delete as appropriate

)

Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other

like amounts assessed by any governmental entity arising as a result of the provision of the Services by the

Seller to the Buyer under this Agreement and such shall be payable by the Buyer to the Seller in addition to

all other charges payable hereunder.

General terms

2.1

Intellectual Property Rights

The Seller agrees to grant to the Buyer a non-exclusive, irrevocable, royalty free license to use the Material on the

Nevco Online Training Platform for the benefit of Buyer’s staff and employees. For the purposes of this Clause 2.1,

“Material” shall mean the materials, in whatever form, used by the Seller to provide the Services and the products,

systems, programs or processes, in whatever form, produced by the Seller pursuant to this Agreement for the

platform. Buyer agrees that any unauthorized reproduction, digitization or broadcasting outside the scope of this

agreement is strictly prohibited, and will result in immediate termination of the agreement, together with any and all

penalties permitted by law, including but not limited to forfeiture of any amounts paid to Seller. Use of Seller’s online

Training Program outside the scope of Buyer’s staff and employees is a breach of this agreement, and an

unauthorized reproduction of Seller’s proprietary and intellectual work product, and will result in immediate cessation

of Seller services together with any and all damages admissible by law.

2.2

Warranty

The Seller represents and warrants that:

it will perform the Services with reasonable care and skill; and

ii.

the Services and the Materials provided by the Services to the Buyer under this Agreement will not

infringe or violate any intellectual property rights or other right of any third party.

2.3

Term and Termination

This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in

accordance with Clause 2.1, until the Completion Date.

Either Party may terminate this Agreement upon notice in writing if:

the other is in breach of any material obligation contained in this Agreement, which is not remedied

(if the same is capable of being remedied) within 30 days of written notice from the other Party so

to do; or

ii.

a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver

or administrative receiver is appointed over any of the other Party’s assets or an undertaking or a

resolution or petition to wind up the other Party is passed or presented (other than for the purposes

of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of

either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver,

administrative receiver or administrator or to present a winding-up petition or make a winding-up

order in respect of the other Party.

[

For European Buyers and Sellers only

] If the Buyer is a consumer and the Distance Selling Directive

(97/7/EC) (the “Directive”) applies to this Agreement, the Buyer may terminate this Agreement within the

relevant timescales prescribed by the regulations or laws in the relevant Member State which implement the

requirements of the Directive in respect of a right for the Buyer to withdraw from a contract. In the event of

termination in accordance with this Clause 2.4(c), the liability of the Buyer to the Seller shall be as

prescribed in the Directive or in any regulations or laws implementing its requirements in the relevant

Member States.

Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of

either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which

is expressly or by implication intended to come into or continue in force on or after such termination.

2.5

Relationship of the Parties

The Parties acknowledge and agree that the Services performed by

the Seller, its employees, agents or sub-

contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a

partnership, joint venture, agency relationship or otherwise between the parties.

2.6

Confidentiality

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or

otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This

obligation will not apply to information which the recipient can prove was in its possession at the date it was received

or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes

into the public domain otherwise than through the default or negligence of the recipient or which is independently

developed by or for the recipient.

2.7

Notices

Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if

delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as

specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local

law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if

delivered by:

first class post, 2 days from the date of posting;

ii.

hand or by facsimile transmission, on the date of such delivery or transmission; and

iii.

electronic mail, when the Party sending such communication receives confirmation of such delivery by

electronic mail.

2.8

Miscellaneous

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be

construed as a waiver of such rights.

If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or

enforceability of the remainder of this Agreement shall be affected.

Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of

the other Party.

This Agreement may not be amended for any other reason without the prior written agreement of both

Parties.

This Agreement constitutes the entire understanding between the Parties relating to the subject matter

hereof unless any representation or warranty made about this Agreement was made fraudulently and, save

as may be expressly referred to or referenced herein, supersedes all prior representations, writings,

negotiations or understandings with respect hereto.

Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement

if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited

to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days,

the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in

writing to the other.

Clause 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration.

This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the

Buyer is based in more than one country, the country in which its headquarters are located) (the “Territory”)

and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-

exclusive of the courts in the Territory.

This Agreement, for all purposes, shall be construed in accordance with the laws of Florida, USA without regard to

conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought

only in a state or federal court located in the State of Florida, county of Lee. The parties hereby irrevocably submit to

the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such

action or proceeding in such venue

AS WITNESS the hands of the Parties hereto or their duly authorized representatives the day and year first above

written.

SIGNED by

)

for and on behalf of

)

[the Buyer]

)

SIGNED by

)

for and on behalf of

)

[the Seller]

)

Decline