THIS AGREEMENT is made on[Month, day, year]
[the Buyer]
of (the “Buyer”); and
National Education Video Inc., (Nevco)
of (the “Seller”),
collectively referred to as the “Parties”.
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
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
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
] :
Make Available the Entire Nevco online Training Library of Programs on an ongoing basis.
The Seller shall provide the Services at the following site(s):
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
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
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.
The Seller represents and warrants that:
it will perform the Services with reasonable care and skill; and
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.
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
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.
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.
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.
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;
hand or by facsimile transmission, on the date of such delivery or transmission; and
electronic mail, when the Party sending such communication receives confirmation of such delivery by
electronic mail.
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
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
for and on behalf of
[the Buyer]
for and on behalf of
[the Seller]