Authorized Trainer Agreement

Authorized Trainer Agreement

Agreement between Lead Abatement Consulting & Training Systems , Inc., Seagull Environmental Management Company, Inc., MSK Ambiental, Inc. (SPONSORS) and

___________________________________________________________("Authorized Trainer" (AT)).

WITNESSETH:

WHEREAS, SPONSORS have created, sought and obtained approval (for accreditation under Section 206 of the Toxic Substance Control Act (TSCA), 15 USC, Section 2646 for specific training courses and examinations for the Asbestos "Worker" and refresher, "Supervisor" and refresher, "Building Inspector" and refresher and "Management Planner" and refresher courses, pursuant to the requirements of the Model Accreditation Plan of the United States Environmental Protection Agency, 40 CFR, Part 763, Subpart E, and certain state and local accreditation programs. These courses are otherwise known as "Certified AHERA/ASHARA Courses";

WHEREAS, SPONSORS have created training courses and examinations for the "Lead Worker" and refresher, "Lead Supervisor" and refresher, "Lead Inspector" and refresher and "Risk assessor" and refresher courses, pursuant to the requirements of the Model Contractor Accreditation Plan of the United States Environmental Protection Agency, 40 CFR, Part 745.225, and certain state and local accreditation programs these courses are otherwise known as "Certified LEAD Courses";

WHEREAS, SPONSORS have created Hazardous Material training courses and examinations for the 24 hour course and Refresher, 40 hour course and Refresher, Supervisor course and Refresher, Incident Commander and Refresher and the Competent Person courses, pursuant to the requirements of the regulations set forth in OSHA, 29 CFR regulations, these courses are otherwise known as "HAZ-MAT Courses";

WHEREAS, SPONSORS have created numerous other training courses and examinations for various other subjects, such as, ISO 9000, ISO 14000, Environmental Assessment - Phase One, and various awareness and operations & maintenance programs, and XRF radiation courses, among others, these courses are otherwise known as "OTHER Courses";

WHEREAS, AT desires to avail itself of the benefits of the courses by training with their use pursuant to the terms and conditions set forth in this Agreement;

THEREFORE, the Ten ($10) Dollars and other good and valuable consideration, the mutual receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Authorized Principal Trainer" or "APT" means a corporation, including its officers.

"Authorized Trainer" or "AT" means a corporation, including its officers.

"Certified Course" means course for which an approval to train has been granted by either the United States Government, a State, or a local government.

"Courseware" consists of ,but is not limited to, all computer files, all software, all printed materials, all video tapes, all advertising materials, the style and content of the training materials and presentation, and the curriculums used and associated with the presentation of the SPONSORS' training courses.

"Existing Approvals" means approvals to train courses that exist at the time of the signing of this Agreement. Should particular courses not require approval, then it shall be considered non-existing unless it is listed as existing in this Agreement.

"Interaction" means a point in time where the courseware for a particular course calls for a classroom or hands-on activity.

"IPS" means "Interactive Presentation System" which includes all of the equipment necessary to effectively offer a particular course or courses. Generally, the IPS includes, but is not limited to, a Macintosh server computer with modem & printer, a computer network, etc. The IPS also includes as many of the following as there are certified courses to be given, simultaneously: Macintosh training computer, 8mm VCR with LANC control, TV monitor or set, computer/VCR LANC interface cable.

"Irregularity" means any situation where a course does not occur as it is intended. Irregularities may include starting a class late, returning from lunch or a break late., malfunctioning computers and video players, altered student back-up certificates for refreshers., payments that are not immediately forwarded, course cancellations due to no students, and audits.

"LANC" means a VCR control protocol developed and used by Sony Corporation.

"RULES" means any statutes, rules, and/or guidelines administered by either the United States government, a state, or a local government that are intended to regulate or guide a training course of the SPONSORS' to be presented by the AT.

"Transmit" means to convey to the other party or parties to this Agreement an original or photocopy by U.S. Mail, private carrier, E-Mail attachment, Fax, or Apple Remote Access.

2. HARDWARE

AT agrees to use SPONSORS supplied and specified hardware only as prescribed by SPONSORS.

AT agrees to use care in the operation and maintenance of SPONSOR or APT hardware.

AT agrees to return to the SPONSOR or AT any hardware in the AT's possession upon request by either SPONSORS or APT.

AT agrees that regardless of disputes the AT will never hold any hardware of the SPONSORS or APT in settlement of debt or perceived debt.

3. COURSEWARE

SPONSORS will provide the AT with courseware for those courses that the SPONSORS have authorized the AT to train..

AT understands and agrees that the training courses, their courseware, including, but not limited to, video tapes, cassettes, courseware, software, examinations, instructional materials, forms, approvals, content and style of the material and presentation are the exclusive property of the SPONSORS. The AT agrees with this right of SPONSORS' ownership regardless of copyright, patent or other conventionally used methods of proof of ownership.

After each training course, AT agrees to promptly transmit or cause to transmit pertinent courseware related to a completed course to SPONSORS' processing center.

AT understands and agrees that courseware is not to be removed from the Continental United States, Hawaii, and/or Alaska at any time or for any reason other than for direct transportation to and from Hawaii and/or Alaska.

AT agrees to pay reasonable penalties should courseware be removed from the by the AT United States for any reason.

AT understands that materials may only be removed from the United States by amendment to this contract in writing and attached.

4. APPROVED TRAINERS

AT understands that he or she must be pre-approved by the SPONSORS for specific courses, and at a minimum, must have certain academic credentials and/or meet specific criteria for field experience as required by the RULES and SPONSORS' policies.

The AT agrees to transmit a properly executed application, on SPONSORS' provided forms, to the SPONSORS in advance of any activity in SPONSORS' training.

The AT understands that the trainer approval process may be lengthy (usually 30 to 90 days).

The AT agrees that it is his or her responsibility to understand and obey the RULES and SPONSORS' guidelines and policies.

SPONSORS may approve or not approve of any AT in their sole and unfettered discretion.

At any time, SPONSORS may withdraw approval of any AT if the AT does not comply with the terms of this agreement, the SPONSORS' training guidelines, or the RULES.

At anytime SPONSORS may withdraw approval of any trainer in their sole discretion if the trainer's qualifications should fall below the minimum requirements acceptable by the RULES.

The SPONSORS reserve the right to administer a proficiency examination to any trainer at any time. Results of the examination may be used in determining the approval status of the trainer.

The AT herein certifies that all submitted approval information is accurate.

The AT herein certifies that he or she has not been convicted of a felony. The AT herein certifies that he or she has not been convicted of an environmental violation and has not signed a consent agreement related to an environmental violation..

The AT agrees that during the term of this agreement, the AT will immediately notify the SPONSORS of any pending environmental violation held against the AT.

5. ADVANCE NOTIFICATION OF TRAINING

The AT agrees to verify that the SPONSORS have been notified by transmission at least 11 days prior to any certified training. All notifications must be specific to a particular course but may be a schedule of specific courses. In any event, the first course notified must be at least 11 days from the time the SPONSORS receive the AT notification.

Weekly or monthly training schedules may be notified once in every 3 months, but any changes other than those causing cancellation due to extreme emergencies must be notified within 11 days of the change.

The AT agrees to verify that at least 1 hour advance notification by transmission of non-certified courses has occurred prior to the AT training..

5. PRESENTING THE COURSES

The AT agrees to learn, understand, and obey the RULES and SPONSOR guidelines and policies.

The AT understands that the RULES require courses to be specific lengths. The AT agrees to insure that no student receives less training time than the RULES require. The AT agrees that no class or student will be released from class early for any reason.

The AT agrees to immediately notify the SPONSORS and APT of any and all irregularities .

In the event that any student begins any portion of the training late, the AT agrees to insure that the student is taught any missed material during an equivalent amount of time as that was missed.

In the event that any class begins any portion of the training late, the AT agrees to insure that the class ends late by an equivalent amount of time.

The AT agrees to warn all students at the beginning of all certified refresher courses that if the students last training was not by the SPONSORS, the student must supply a copy of his last certification as a condition to his successfully completing the current course. In addition, if a certificate is presented, it must be valid and not have expired by more than one year.

The AT agrees to conduct each and every interaction with each student as required by the courseware for a particular course.

The AT agrees not to sit during interactions.

The AT agrees to not review courses using the final examination.

The AT agrees guard the final examination for each course. The AT will never leave exams where any student has access.

The AT to not leave the classroom for any reason during an examination.

The AT agrees to refrain from asking the students general questions such as, "Are there any questions" and from addressing questions to the entire class. The AT agrees to ask specific questions of individual students during all interactions.

The AT agrees not to train employees of the APT unless it is according to the terms and conditions of another written agreement that is separate from this agreement.

AT understands that the AT is bound by this contract, as well as, the RULES, to provide courses consisting of exact training course lengths which, if conducted with the SPONSORS courseware, are designed to enable individuals completing the courses to obtain certifications in various disciplines pursuant to the rules of various Federal, state, and local government agencies.

AT agrees that he or she shall conduct the courses specifically and exactly as required by the SPONSORS courseware and the RULES. AT understands that this is one of the conditions of SPONSORS issuance of certifications pursuant to this Agreement.

AT agrees to immediately notify the SPONSORS if the courseware and RULES are in conflict or if the courseware is inadequate or incomplete in meeting the terms of the RULES.

The AT agrees to immediately notify the SPONSORS by telephone at the initiation of a course audit by any of the administrators of the RULES or their agents.

The AT agrees to fully inform the SPONSORS of any complaint or criticism by any person concerning a course of the SPONSORS.

6. CERTIFICATIONS & CERTIFICATES OF TRAINING

Upon completion of each course, the AT agrees to transmit or cause to be transmitted to the SPONSORS for each course:

Course Cover Sheet Daily Sign-in Sheet(s) Payment Other data as required by the RULES or the SPONSORS.

Upon completion of each course, the AT agrees to transmit or cause to be transmitted to the SPONSORS for each student within a course: Registration Form Examination (back of registration) Course Evaluation Form Certificate forwarding information Autocourse script Last certificate (if refresher and not SPONSOR trained. Other data required by the RULES or the SPONSORS.

AT understands that, in no event, will certifications be issued in advance of or during training and that certificates will only be issued when all documentation is complete and transmitted to the SPONSORS and payment for the certifications has been arranged with the SPONSORS.

AT understands that, although SPONSORS will act in good faith, SPONSORS are under no obligation to issue certifications for any student unless SPONSORS, in their sole and unfettered discretion, concludes that the particular student for whom a certificate is requested has successfully completed the program.

AT understands and agrees that certificates will not be issued unless the AT is otherwise in compliance with all the terms and conditions of this Agreement and any related Lease or Rental Agreement and any other agreements between the parties.

7. Penalties

AT agrees to pay compensatory money damages to SPONSORS in the amount of $2,500.00 as a minimum, in any of the following events:

AT directly causes the use of SPONSORS training outside the terms of this Agreement ,

AT directly allows others to benefit from any portion of the SPONSORS' hardware or software outside of the terms of this Agreement,

AT fails to return courseware from his or her private possession courseware when requested,

AT duplicates, copies, or causes to be duplicated or copied, any portion of the SPONSORS' courseware,

AT fails to reasonably guard or protect the Sponsor's courseware form theft or misuse,

If the AT:

is paid tuition(s) for SPONSORS' course(s) or course(s) where any portion of SPONSORS' courseware is used and fails to immediately forward tuitions to SPONSORS or turn tuitions in to the APT for certificates for which the AT has been paid,

fraudulently alters or duplicates the SPONSOR'S certificates,

then

the AT agrees to quit all training for five years

and

pay compensatory money damages to SPONSORS in an amount equal to the amount which results from multiplying:

(1) the retail price of the tuition to the course the certificate represents

(2) 5 times the number of certificates altered or issued.

AT agrees to pay all costs and reasonable attorney fees (including on appeal) that SPONSORS incur in connection with SPONSORS' enforcement of and attempts to enforce it's rights under or in connection with this agreement and otherwise against AT or others with whom AT has acted in violation of this agreement.

10. Exclusive Agreement

This Agreement is intended to be exclusive. The AT is prohibited under this agreement from training any courses offered by the SPONSORS unless they are offered according to this agreement or the APT has its own approvals prior to the signing of this agreement and those approved or offered courses are listed below. .

AT warrants that it has no existing approvals, nor is it training any "other courses" not requiring approvals at the time of initiation of this contract except the following:

____________________________________________________

Under this Agreement, the AT is prohibited from obtaining or applying for approvals to train on their own or through others for the term of this agreement and extending sixty days thereafter.

Any act that achieves the goal of circumvention of the SPONSORS exclusive rights under this agreement shall be considered a violation of this agreement.

12. Disputes

AT agrees to hold SPONSORS and the agents and employees of SPONSORS harmless from any damages, including attorney fees and including on appeal, which SPONSORS or its agents or employees might otherwise suffer by reason of any claims made against SPONSORS, its agents or employees, by AT or any third persons in connection with this Agreement or any of the training and other activities described in or reasonably incidental to this Agreement.

The parties agree that this Agreement has been drafted and executed in Fort Lauderdale, Broward County, Florida, and they further agree that any disputes between them shall be settled in the Courts, State or Federal, as appropriate, in Broward County, Florida.

13. Termination of this Agreement

Either SPONSORS or AT may terminate this contract by giving not less than thirty (30) days notice, in writing, to the other party of their intention to terminate.

SPONSORS may terminate this Agreement without notice at anytime that there is a clear violation of this Agreement that could reasonably effect the approval status or reputation of the SPONSORS.

Upon termination all SPONSORS owned equipment and courseware shall be returned to SPONSORS, immediately, and SPONSORS will have no further responsibility under the provisions of this contract.

Upon termination of this agreement or the termination of approval to train any particular course within this agreement, AT agrees to immediately return any inventoried courseware to the SPONSORS at no cost to the SPONSORS.

This contract is subject to immediate termination by the SPONSORS when the cancellation of approvals occurs of all of the AT's approved trainers.

Upon termination, the AT agrees to immediately forward all courseware and hardware belonging to the SPONSORS for all SPONSORS' courses to the SPONSORS.

UPON termination of this agreement, the AT and the SPONSORS agree to allow auditing of all training records including financial records by any party to this agreement or their authorized agents for a period of one year after any termination.

Both Parties to this agreement agree that termination by notice is not, in and of itself, cause for withholding a due payment for certification of students.

14. General Provisions

This is the entire Agreement between the parties. There are no other Agreements or understandings between them dated prior to this agreement. This Agreement cannot be modified without the prior written consent of both parties. The term of this Agreement is indefinite.

15. Notices under this Agreement

Notices under this Agreement shall be sent as follows:

To SPONSORS: Seagull Environmental Management Company, Inc. 900 NW. 5th Avenue Fort Lauderdale, Florida 33311 ATTN: Mark Knick

To AT:

_________________________________________________

ATTN: ___________________________________________

12. All individuals executing this Agreement warrant that they have the full and complete authority to execute this Agreement on behalf of the organization for which they are signing.

IN WITNESS WHEREOF, the parties have executed this Agreement, effective date:

X (date)_______________

BY: ____________________________________________SPONSORS

X AT: ____________________________________________PRINT TRAINER NAME.

X BY: ____________________________________________As Individual Trainer

(please sign and date)