A. Program Quality and Responsibilities. The Local Academy agrees to meet the quality requirements and perform the Local Academy duties stated in the QAP.

B. Records and Reports. The Local Academy shall keep full, true, and accurate records and accounts, in accordance with generally accepted accounting principles, of all Program operations. The Local Academy shall respond to Regional Academy inquiries within two (2) business days of request.

C. Electronic Connectivity. The Local Academy will ensure to a reasonable certainty that its Program personnel access the Cisco Networking Academy (CNAMS) Website regularly in order to remain current with the Program’s best operating practices.

D. Compensation and Benefits. The Local Academy agrees that neither Regional Academy nor Cisco is responsible for any compensation and benefits to be provided to the Local Academy personnel. Instructor must be available for training by the Regional Academy. It is believed that this will require an extended time contract for Local Academy Instructors, and will likely involve training during the summer weeks.

E. Support. The Local Academy agrees to execute Cisco’s SmartNet Agreement (which is available from the Local Academy’s AAM/MDM) and to submit the executed SmartNet Agreement with this Agreement. Pursuant to the terms and conditions of the SmartNet Agreement, the Local Academy agrees to maintain active support for the duration of the term of this Agreement. Support entitlements and requirements differ around the world and are available from the responsible Cisco AAM/MDM. Support costs may change over time. The Local Academy agrees to purchase support for its lab equipment on an annual basis at then-current prices minus any applicable discounts.

F. Purchase of Products. The Local Academy’s purchase of Cisco products as part of this Program shall be governed by the standard Cisco Terms and Conditions of Sale or a purchase agreement in effect between Cisco, or an authorized Cisco reseller, and the Local Academy. The standard Cisco Terms and Conditions of Sale are available from the Local Academy’s Cisco Account Manager. (see appendix B).

G. Local Academies will designate a Contact Person responsible for local equipment.

H. Course Material Disclosure and Warranty. The Local Academy will not allow disclosure of or access to the Course Material to or by parties not officially enrolled in the Local Academy classes offering the Course Material.

I. Compliance with Laws. The Local Academy represents and warrants that all consents of governmental officials necessary for the Agreement to become effective, and for the Local Academy to comply with its terms, have been obtained, or will be obtained, before the Local Academy accesses the course material or places any orders related to this Agreement. The Local Academy will comply, at its own expense, with all laws, regulations, rules, ordinances, and orders of, and obtain all licenses, permits and approvals required by, any government body, department, or agency that apply to or result from its obligations under this Agreement, including any applicable requirements under telecommunications laws and regulations and any export restrictions imposed by the U.S. Government. The Local Academy shall not send or transmit, directly or indirectly, any products, equipment, material, or technical data (including processes and services) received from Regional Academy or Cisco outside the United States without the prior authorization of the U.S. Government where such authorization is required. Cisco copyrights all curriculums and districts must abide by copyright laws.

J. Sales Tax Liability. All sales tax liability associated with selling training services and products is the responsibility of the Local Academy.

K. Indemnification. The Local Academy agrees to defend, indemnify, and hold harmless Regional Academy and Cisco from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) as a result of any third party claim, judgment, or adjudication against Regional Academy or Cisco resulting from the Local Academy’s implementation of the Program or breach of this Agreement, except to the extent that any such claims, losses, damages, liabilities, or expenses are due solely to the negligent or intentional act(s) of Regional Academy or Cisco, or their officers, employees, or agents. In the event that Cisco or Regional Academy receive notice of a claim based upon the Local Academy’s breach, Regional Academy or Cisco will promptly notify the Local Academy in writing of such claim and will permit The Local Academy to have the sole control of the defense of any such claim or action and all negotiations for its settlement and compromise, provided adequate assurance is given to Regional Academy and Cisco that the Local Academy will diligently pursue resolution of the claim. Liability of student work is covered under local policies.

L. Misrepresentation Warranty. The Local Academy shall not make any warranty commitment concerning the Course Material, whether written or oral, on Cisco or Regional Academy’s behalf. The Local Academy shall indemnify Regional Academy and Cisco for any claims, losses, damages, liabilities, or expenses resulting from any such warranty commitment made by the Local Academy and for any misrepresentation of Course Material.

M. Non-Compete. During the term of this Agreement, the Local Academy shall not develop any class substantially similar to the Curriculum. The Local Academy may offer other industry education programs.

Additional required equipment and services to be provided by the Local Academy.