GPM Accredited Training Partner Agreement

 1.      Term and Termination 

1.1.    Term This PA is valid (“Offer Date”) 30 days from receipt unsigned and effective as of the date of CLIENT’s signature (“Effective Date”) and will bet set for a period of one (1) year beginning on the Effective Date. This PA shall automatically renew for consecutive one-year periods thereafter unless either party provides written notice of termination within sixty (60) days prior to the expiration date of the PA. Any courses that are scheduled prior to termination may be administered and shall be held under the terms of this PA.

1.2.    Termination Either party may terminate if the other party materially breaches this PA and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination or expiration of this PA, all rights granted to CLIENT are cancelled and revert to GPM.

1.3.   Force Majeure Neither party shall be held liable for any failure or delay in performing obligations under this Agreement if such failure or delay is due to causes beyond their reasonable control, including but not limited to:

• Acts of God (e.g., earthquakes, hurricanes, floods)
• Government-imposed restrictions, regulations, or lockdowns
• War, terrorism, riots, or insurrections
• Pandemics, epidemics, or public health emergencies
• Cybersecurity incidents, ransomware attacks, or data breaches
• Utility failures, supply chain disruptions, or any event beyond the reasonable control of the affected party

The affected party shall notify the other party promptly and make reasonable efforts to mitigate the impact of such events.

 

 

2.      Intellectual Property License

2.1.    License All course material (“Courseware” or “Licensed materials”) listed in Exhibit A are protected under the laws of the United States and the individual states and by international treaty provisions.  GPM retains full ownership in the Courseware and grants to CLIENT nontransferable license to use the Courseware, unless otherwise specified, and is subject to the following terms and conditions: 

2.1.1.   The Courseware is only to be administered by CLIENT’s trainers authorized by GPM under this PA.

2.1.2.   CLIENT may not make any form of derivative work from the Courseware unless directly authorized by GPM.

2.1.3.   CLIENT is permitted to develop additional or alternative functionality for the Courseware to regionalize the material.

2.1.4.   CLIENT may not obscure, alter, or remove any confidentiality or proprietary rights notices from the courseware.

2.1.5.   CLIENT shall not knowingly permit anyone other than as stipulated as Authorized Users to use the Licensed Materials. However, CLIENT is not liable to GPM for any losses incurred as the result of unknown-unauthorized reproduction or distribution of the Courseware that occurs while the Courseware is in CLIENT’s possession or control. For the purposes of this SA, “Authorized User” means any person whom the STAKEHOLDER permits to access and use the Licensed Materials pursuant to STAKEHOLDER’S license hereunder.

2.1.6.   CLIENT may not sell, rent, assign, sublicense, lend, or share any of its rights under this PA to any third party without prior approval from GPM.

2.1.7.   Ownership Change and Agreement Continuity Should GPM transfer ownership of the Courseware or its rights to a new entity, all terms, obligations, and rights outlined in this Agreement shall remain in full force and effect and be binding upon the new owner. The new owner shall assume all responsibilities previously held by GPM, ensuring that CLIENT’s rights and obligations are unaffected.

2.1.8.   GPM shall provide CLIENT with at least 30 days' written notice of any such ownership transfer. If the new owner fails to honor the terms of this Agreement, CLIENT shall have the right to terminate this Agreement without penalty.

2.2.    Neither party shall be liable for any direct, indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials.  Notwithstanding the foregoing, a Party shall be liable for breach of its obligations set out in this PA, including but not limited to any indemnification obligations.

2.3.    All rights not expressly granted to CLIENT are retained by GPM.

2.4.    License Warranties

2.4.1.   GPM warrants that it has full power and authority to grant this license and that, as of the effective date of this PA, the Courseware does not infringe on any existing intellectual property rights of any third party and assumes all risk.  If a third-party claim is made that the Courseware does infringe, GPM may, at its sole option, secure for CLIENT the right to continue using the Courseware or modify the Courseware so that it does not infringe.  GPM will have the sole right to conduct the defense of any legal action and all negotiations for its settlement or compromise. If legal action results in favor of third party, this SA will be terminated effective immediately on written notice to STAKEHOLDER.

2.4.2.   GPM shall indemnify and hold CLIENT and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable legal fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the CLIENT or any Authorized User in accordance with the terms of this PA. This indemnity shall survive the termination of this PA. No limitation of liability set forth elsewhere in this PA is applicable to this indemnification.

2.4.3.   GPM has no obligation for any claim based upon a modified version of the Courseware or the combination or operation of the Courseware with any product, or service not provided by GPM.  GPM provides no warranty whatsoever for any third-party materials.

2.4.4.   Except as expressly set forth herein, GPM disclaims any and all express and implied warranties, including but not necessarily limited to warranties of merchantability and fitness for a particular purpose.

2.4.5.   The client organization must be a legally constituted and recognized entity according to the laws of the county in which it is based.

2.5.    Authorized Use of Licensed Materials (Courseware)

2.5.1.  Authorized Uses. The Licensed Materials may be used for purposes of research and education as follows:

Digitally Copy. CLIENT may download and digitally copy the Licensed Materials.

Print Copy. CLIENT may print the Licensed Materials for

Course Packs. CLIENT may use the Licensed Materials in the preparation of Course Packs or other educational materials.

Electronic Reserve. CLIENT and Authorized Users may use the Licensed Materials for use in connection with specific courses of instruction offered by CLIENT.
Online Training. CLIENT and Authorized Users may offer courses via the web using the Licensed Materials.

 3. Certification 

3.1.    GPM-b® certifications are administered solely by GPM, which adheres to the requirements set forth in ISO/IEC 17024:2012 (Requirements for bodies operating certification of persons) and are governed by a semi-autonomous nonprofit board, the GPMG Certification Board. Should ownership of the GPM-b® certification change, certifications shall be administered by an ISO-accredited body adhering to ISO/IEC 17024.

3.2.    Certification Fee Adjustments. The certification fees listed in Exhibit A are subject to change; however, GPM shall provide CLIENT with at least 60 days' written notice prior to any adjustments. Should ownership of the GPM-b® certification change, pricing may be affected.

3.3 CLIENT shall coordinate certification exams following the standard protocol with GPM Global directly.

 

4. GPM Obligations

4.1    Delivery of Licensed Materials. GPM will electronically deliver the Licensed materials to CLIENT in a readily usable and accessible format

4.2    Support. The GPM ‘s training contacts will provide feedback, problem solving, or general questions related to the Licensed Materials and ongoing training support.

4.3    Training GPM will make its personnel available to provide initial and ongoing training to the CLIENT and Authorized Users in relation to the Courseware.

4.4    Notification of Modifications of Licensed Materials. CLIENT understands that from time to time the Licensed Materials may be added to, modified, or deleted from by GPM and/or that portions of the Licensed Materials may migrate to other formats. GPM shall give prompt notice of any such changes to CLIENT and provide the new or revised materials electronically free of charge to CLIENT.

4.5    GPM shall promote the CLIENT and CLIENT’s Courses through all available outlets to promote interest and nominations for attendance at the Courses.

 

 5. Protection from Unauthorized Use 

5.1   CLIENT shall use reasonable efforts to inform its students using the courseware (“PATRONS of the restrictions on use of the Licensed Materials (Trademarks and Copyrights) In the event of any unauthorized use of the Licensed Materials by PATRONS, GPM may terminate such PATRONS access to the Licensed Materials; (b) CLIENT may terminate PATRONS access to the Licensed Materials upon GPM's request. GPM shall take none of the steps described in this paragraph without first providing reasonable notice to CLIENT and cooperating with the CLIENT to avoid recurrence of any unauthorized use.

5.2   CLIENT shall not be responsible for any damages whatsoever resulting from unauthorized use of the Licensed Materials by a PATRON

5.3   Courses shall only be administered in the licensed area unless pre-approved by GPM.

6. Compensation

6.1 CLIENT agrees to follow agrees to follow the costing model for use of the Licensed Materials as indicated in Exhibit A attached to this PA (the “Fees”).

6.2 Payment Terms CLIENT agrees to follow the pricing structure outlined in the package selected.

6.3 All amounts are quoted in United States dollars (USD) and do not include applicable taxes, if any. CLIENT shall be responsible for collecting and remitting applicable taxes related to training services provided, except for taxes based solely on GPM’s income, which shall be the responsibility of GPM.

6.4 CLIENT shall remit payments within 30 days of receiving a properly issued invoice from GPM. Failure to make timely payments may result in a suspension of services or termination of this Agreement.

6.5 CLIENT shall set the costs for trainings and coaching.

 

7. Confidentiality

7.1   Definitions “Disclosing Party” and “Recipient” refer respectively to the Party which discloses information and the Party to which information is disclosed in a given exchange.  Either GPM or CLIENT may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information.  “Confidential Information” means all disclosed information relating in whole or in part to non-public data, proprietary materials, Courseware, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information.  The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as “Confidential” or “Proprietary” will be deemed and treated as Confidential Information.  Information which qualifies as “Confidential Information” may be presented to Recipient in oral, written, graphic, and/or machine-readable formats.  Regardless of presentation format, such information will be deemed and treated as Confidential Information.  Notwithstanding, the following specific classes of information are not “Confidential Information” within the meaning of this Section:

a)      information which is in Recipient’s possession prior to disclosure by Disclosing Party;

b)      information which is available to Recipient from a third party without violation of this PA or Disclosing Party’s intellectual property rights;

c)      information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party;

d)      information which is subpoenaed by governmental or judicial authority; and

e)      Information subject to disclosure pursuant to a state’s public records laws.

f)       Both parties agree to comply with all applicable data protection laws, including but not limited to:

                                                i.     General Data Protection Regulation (GDPR) (EU) 2016/679

                                               ii.     California Consumer Privacy Act (CCPA)

                                              iii.     Any other relevant local or international data privacy laws

                                              iv.     If CLIENT processes personal data on behalf of GPM, both parties shall enter into a Data Processing Agreement (DPA) to ensure compliance with applicable regulations.

 

7.2   Confidentiality Term The obligations described in this Section commence on the Effective Date and will continue until any termination or expiration of this PA (“Confidentiality Term”).

 

7.3   Confidentiality Obligations During the Confidentiality Term, Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information.  Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party’s advance express written authorization to do so.  Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need-to-know basis.  In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible.

7.3.1         Upon the termination or expiration of this PA, each Party shall return to the other all Confidential Information provided to such Party by or on behalf of the other as requested by the other Party in writing. Nothing in this PA shall be construed to restrict either Party from disclosing Confidential Information of the other as required by law or court order or other governmental order, provided in each case that such Party shall timely inform the other so that it may seek a protective order.
 

7.4   Publicity During the term of this PA, including the term of any amendment hereto, GPM may publicly disclose its ongoing business relationship with CLIENT.  Such disclosures may indicate CLIENT’s identity and GPM’s offering(s) and services provided or licensed to be provided to CLIENT. CLIENT may publicly disclose its ongoing business with GPM and the offering(s) and services that are being licensed or provided.

 

8. Other Terms and Conditions

8.1   No modification or claimed waiver of any provision of this PA shall be valid except by written amendment signed by authorized representatives of GPM and CLIENT.

8.2   All CLIENT trainers shall earn the GPM-b™ certification prior to administering their first course.

8.3   Dispute Resolution. This Agreement is governed by the laws of the State of Michigan. Any dispute arising from or related to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Detroit, Michigan, unless both parties agree to an alternative location in writing. Each party shall initially bear its own costs, but the prevailing party may be awarded reasonable attorneys' fees and arbitration costs.

8.4   Indemnity Statement: GPM expressly agrees to indemnify and hold harmless CLIENT from any and all claims, of any nature whatsoever arising out of this agreement, resulting from or arising out of any breach of the obligations of CLIENT under this PA.

8.5   This PA constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

8.6   Severability and Amendment If any particular provision of this PA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this PA, which will be construed in all respects as if the invalid or unenforceable provision were omitted.  No extension, modification, or amendment of this PA will be effective unless it is described in writing and signed by the Parties.

8.7   CLIENT will support existing strategic clients that exist within licensed region(s) that do not conflict or compete with CLIENT’s offerings or business.

8.8   CLIENT will display the GPM Accredited training provider logo on their website linking back to the GPM Global Website.

 

CLIENT shall uphold the UN Global Compact’s 10 Principles and UN PRME Six Principles for Responsible Management Education as well as the GPM Principles for Sustainable Project Delivery.