COURSE HOSTING & SERVICES AGREEMENT

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March 14, 2023

COURSE HOSTING & SERVICES AGREEMENT

This COURSE HOSTING AND SERVICES AGREEMENT (this ”Agreement’}, made effective as of [DATE] (the “Effective Date”), is made by and between [NAME] of address [ADDRESS] (herein the “Provider/CEA Institute”) and [NAME] of address [ADDRESS] (herein “Client”).

The Provider and the Client shall each be referred to as “Party” and collectively referred to as “Parties.”

BACKGROUND

WHEREAS, CEA Institute has developed an online platform (“Platform”) to provide one time Professional Training Program for all interested individuals;

WHEREAS, Provider offers courses (“Courses”) for consumption by end users (“Learners”) via CEA Institute properties (e.g., the CEA website, mobile apps, and Catalog API; ‘Collectively, the “CEA Institute Properties”);

WHEREAS, Provider makes available various forms of services through or in connection with its Platform (“Services”), and Client desires to obtain such Services, subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

  1. COURSE CONTENT
    1. Course Specifications Document.

Before launching any Course on the Platform, the Parties must complete a mutually-agreed-upon Course Specifications Document, specifying Course details, duration and related matters. The Course Specifications Document shall be labeled Exhibit A (Bottom page)

  1. Course Required Criteria.

Our Courses available on the Platform have met certain minimum standards which include; (“Course Criteria”):

  1. High academic standards;
  2. Courses use multi-media content in a coherent, high production-value presentation;
  3. Courses include grading functionality;
  4. Courses support peer-to-peer interaction activities as well as new and innovative social collaboration methods; and
  5. Courses are taught by a qualified individual. (“Instructor”)
    1. Content Appropriateness.

Provider reserves the right to remove Course Content from its Platform that:

  1. Is of low technical quality or otherwise fails to meet Course Criteria; or
  2. Provider reasonably determines may violate applicable law;
  3. SCOPE AND TIMING

Day 1

Powering Nations (Solar Development and IX) intended to take 1 hr. 15 minute.it shall be divided into 3 sessions.

C&I Solar Development (For 15 minutes)

Resiliency (Solar & Storage) Development (For 30 minutes)

System Interconnections (IX) and IX Studies (For 30 minutes)

SMA Bess Technology Inverter Technology

Inverter Technology Overview

Inverter Operation and Maintenance Troubleshooting (For 3 hours)

Day 2

Troubleshooting (Q&A)

Implementation Mastery Session:

(During this session, participants bring in technology and / or maintenance questions, issues and challenges.)

Total hours—— 6hrs

  • PAYMENT TERMS

Client shall pay a fee of $1000 per hour.

The course shall take 6 hours.

  • THIRD PARTY INTELLECTUAL PROPERTY CLAIMS

Should either Party receive a written notice from a third party alleging infringement of its intellectual property rights arising from the Course Content uploaded to the Platform, or receive notice of a governmental inquiry relating to the Course Content, that Party will promptly notify the other Party and the Course Content subject to the claim or inquiry may be removed from the Platform.

  • CONTENT RIGHTS

Course Content

As between the Parties, Provider retains all rights in the Course Content (except for the license rights granted in this Agreement).

Learner Content

The Parties acknowledge that each Learner retains all rights in content created by the Learner as part of a Course, such as submitted homework, forum posts, and the like (“Learner Content’). Accordingly, Leaner Content may only be used with the appropriate Learner consent, which may be stipulated in advance by the Instructor at the time the Learner begins a Course.

  • GRANT OF VERIFIED CERTIFICATES

Provider agrees that it will issue verified certificates to Learners who have signed up for and achieved the requirements associated with the verified certificate paid service. Such verified certificates shall include Provider’s logo and the following wording, or other language as may be approved in advance by the Parties:

“[Name of Student] has successfully completed the course, [Course Name], on topic [Topic], an online, non-credit course authorized by XXX (Name) and taught by Professor [Prof Name] of XXX (Name of Institution).”

  • REPRESENTATIONS AND WARRANTIES
    • Mutual Representation

Each party represents and warrants that it has full power and authority to enter into this Agreement.

  • Representations by Provider

Provider represents and warrants to Client that:

  1. all Instructors or guest presenters providing any Course Content for use on the Platform have delivered the applicable Instructor Consent and Release;
  2. To the Provider’s knowledge, use of the Course Content on the Platform will not infringe the intellectual property rights of a third party; and
  3. All Courses provided by Provider for use with the Platform satisfy the Course Criteria.
    1. Representation by Client

Client represents and warrants to Provider that, to its knowledge, use of the Platform will not infringe the intellectual property rights of a third party.

  • DISCLAIMERS AND LIMITATION OF LIABILITY.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORM IN SECTION 7, THE SERVICES AND THE PLATFORM ARE PROVIDED BY PROVIDER “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PROVIDER MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH ITS PRODUCTS AND SERVICES.

  • CONFIDENTIALITY

The parties to this contract shall not disclose to any third party any details regarding information considered confidential in nature.

  1. INDEMNIFICATION

The Client agrees to indemnify, defend, and protect the Provider from and against all lawsuits and costs of every kind pertaining to the Provider’s business due to any act or failure to act by the Client based upon the training Services.

  1. MODIFICATION

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

  1. APPLICABLE LAW

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of [State] and subject to the exclusive jurisdiction of the federal and state courts located in [County], [State].

  1. AGREEMENT EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this agreement, or have caused this Agreement to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of as of the dates below.

CEA INSTITUTE Client

Signature: __________________________ Signature: _______________________ Name:   Name:

Title:     Title: LEARNER

Date: Date:

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