MASTER TRAINING AGREEMENT
This Target Align Master Training Agreement (the “Agreement”) is a legal agreement between you, individually if you are agreeing to it in your own capacity, or if you are authorized to acquire the Service on behalf of your company or another entity, between the entity for whose benefit you act (in either case, “You”), and Target Align Inc. (“TAI”) whose registered office is at 200-4230 Sherwoodtowne Blvd., Mississauga, ON L4Z 2G6 (together the “Parties” and individually a “Party”). With respect to provision of Training Service (as defined below) TAI is either a direct or indirect licensee of: (a) any one or more of its subsidiaries and affiliates (which subsidiaries and affiliates together with TAI are referred to in this Agreement as the “TAI Group of Companies”), or; (b) of a third party licensor to any of the TAI Group of Companies including TAI.
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE TRAINING SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT TAI AT INFO@TARGETALIGN.COM.
IF, PRIOR TO ACCESSING, ACTIVATING OR USING THE TRAINING SERVICE, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THIS TRAINING SERVICE AND YOU SHOULD: (A) PROMPTLY CEASE ACCESSING THE TRAINING SERVICE AND DELETE AND DISABLE CREDENTIALS THAT ALLOW ACCESS TO IT; (B) PROMPTLY DELETE ANY DOCUMENTATION REGARDING THE TRAINING SERVICE. If, in the circumstances set out above, You have paid for the Training Service and are unable to use the Training Service, and You provide TAI with Your proof of purchase within ninety (90) days from the date You acquired the Training Service, TAI will refund the
fees (if any) to You which You have paid for the Training Service.
THIS AGREEMENT DOES NOT AFFECT YOUR MANDATORY STATUTORY RIGHTS APPLICABLE IN YOUR JURISDICTION, TO THE EXTENT THAT YOU MAY BE ENTITLED TO SUCH MANDATORY STATUTORY RIGHTS.
- You wish to engage TAI to provide training services, and;
- TAI has agreed to provide training services to You in accordance with the terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration now delivered by each Party to the other, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby covenant and agree as follows:
General Terms and Conditions
- Definitions. The following terms shall have the meanings set out below when used in this Agreement:
- a)“Confidential Information” shares the same definition as such term is defined in the Hosted Services Agreement between You and TAI;
- b)“Deliverables” means any item to be delivered by TAI to You under this Agreement, including those set out in any Statement of Work, including all training manuals and materials, workbooks and other written material related to the Training Services;
- c)“End User” means Your employees who are authorized by You to attend TAI’s training courses, and have been supplied user IDs and passwords by TAI at Your request if applicable, in accordance with the terms of this Agreement;
- d)“End User Data” means information about an identifiable individual, including End Users, or information that can be used in conjunction with other information to identify an individual that is collected, used, transferred or disclosed by or to TAI pursuant to this Agreement;
- e) “Training Services” means the provision of TAI’s training courses to You as described in an applicable Statement of Work under this Agreement;
- f)“Statement of Work” or “SOW” means the document outlining the training specifications and details pertaining to the Training Services TAI will provide to You, the first of which is incorporated herein as Appendix A. Each SOW hereby incorporates the terms of this Agreement;
- g)“Taxation Authority” means any government, state, municipality or any local, provincial, state or other fiscal, customs, excise or taxing authority, body or official anywhere in the world with responsibility for, and competency to, impose, collect, audit, assess, administer or levy any Taxes or make any decision or ruling in respect of any Taxes, and;
- h)“Taxes” means all taxes, assessments, tariffs, dues, duties, rates, fees, imposts, levies and similar charges of any nature whatsoever, lawfully imposed, levied, assessed or collected by any Taxation Authority, whether based on the importation, delivery, receipt, consumption or use of any products or provision of any services by any Party, the execution of this Agreement or otherwise, together, in each case with all interest, penalties, fines or other additional amounts imposed in respect thereof, including any such amounts which are, or are in the nature of: (a) income taxes (including any taxes based on, measured by or with respect to net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits), windfall profits taxes, gross receipts taxes, branch taxes, minimum taxes, alternative minimum taxes or capital gains taxes; (b) capital taxes, franchise taxes or net worth taxes; (c) property taxes, personal property taxes, municipal taxes or rental taxes (all amounts in (a), (b) and (c) referred to herein as “Individual Party Taxes”); and (d) sales taxes, use taxes, value added taxes, goods and services taxes, harmonized sales taxes, export taxes, import taxes or customs duties (all amounts in (d) referred to herein as “Indirect Taxes”).
- Scope and Purpose. This is a master agreement under which You may order Training Services during its term.
TAI shall perform the Training Services in accordance with the terms and conditions of each applicable Statement of Work. Except for any disputed payments, You shall pay TAI for these Training Services in accordance with the terms and conditions set out in this Agreement. The Parties may enter into one or more Statements of Work which will incorporate by reference the terms of this Agreement. The Training Services shall be more particularly described in the applicable Statement of Work.
- Upon execution by the Parties of any Statement of Work, such Statement of Work shall be deemed to be an appendix to and be incorporated by reference into this Agreement.
- TAI shall be available to perform Training Services on the dates selected and agreed upon with You as outlined in the applicable Statement of Work.
- TAI shall ensure that it and all its personnel (the “Employees”) shall perform the Training Services as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties or between You and the Employees. Neither TAI nor Employees shall act or purport to be acting as the legal agent of You, and neither TAI nor Employees shall enter or purport to enter into any agreement on behalf of You or otherwise bind or purport to bind You or cause You to incur liability in any manner whatsoever.
- Taxes. Unless otherwise expressly specified in this Agreement, all amounts otherwise payable by You to TAI are exclusive of Indirect Taxes. The amounts payable by You to TAI due under this Agreement will be increased by the amount of any Indirect Taxes. Notwithstanding the previous sentence, no amount will be added to the amounts otherwise payable by You to TAI on account of Indirect Taxes where You have determined that there is a lawful exemption from Indirect Taxes or You have remitted Indirect Taxes directly to the relevant Taxation Authority as required by applicable law or administrative policy of the relevant Taxation Authority. For greater certainty, each Party shall be responsible for any Individual Party Taxes that are lawfully payable by such Party to any Taxation Authority.
- Withholding Taxes. Notwithstanding anything else contained herein, if any amounts (including without limitation any Taxes) are required to be withheld by You from any amount payable by You to or for the benefit of TAI under this Agreement, You: (a) shall be entitled to withhold and deduct such amounts from any payments owing to TAI under this Agreement; (b) will pay, or cause to be paid, to the relevant Taxation Authority the amount of such applicable withholdings in accordance with applicable law; and (c) will pay to TAI the amounts determined by You to be owing to TAI under this Agreement net of such withholdings. The Parties acknowledge that TAI may be entitled to apply to the Canada Revenue Agency for a waiver from certain withholdings in respect of the value of Training Services provided from Canada. TAI shall be solely responsible for applying for and obtaining such waiver. For greater certainty, in the event that TAI does not provide You with a valid waiver issued by the Canada Revenue Agency in respect of the value of Training Services being provided to You from Canada prior to TAI performing the Training Services from Canada, TAI acknowledges the provisions outlined in (a), (b) and (c) above apply. For greater certainty, any amount so withheld or deducted by You shall discharge Your obligation to pay such amount to TAI provided that You have remitted, or caused to be remitted, such amount to the relevant Taxation Authority. Upon TAI’s written request, You shall make reasonable efforts to deliver to TAI acceptable documentation evidencing the payment and remittance to the relevant Taxation Authority of the amounts withheld by You. Subject to applicable law (including any applicable income tax conventions or treaties), the Parties agree to cooperate to reduce any amounts required to be withheld by You from any amount payable by You to TAI under this Agreement, including filing any documents with any relevant Taxation Authority, provided that You are satisfied, acting reasonably, that any such filing would not be adverse to You. Notwithstanding anything else contained herein, if You should determine or a Taxation Authority should assert (whether or not such claim is or may be contested) that You failed to withhold any amount required to be withheld from amounts previously paid by You to or for the benefit of TAI (such an amount referred to herein as a “Make-Whole Amount”), TAI shall within thirty (30) days of the date of a written demand from You, pay such Make-Whole Amount to You (including for greater certainty where You have already remitted such amount to the relevant Taxation Authority) or remit such Make-Whole Amount directly to the relevant Taxation Authority on Your behalf, as You may direct. In addition to any other rights that You may have, You shall also be entitled to deduct and withhold an amount equal to any such Make-Whole Amount from any amounts then payable or that become payable by You to TAI under this Agreement (in addition to any other amounts that You are entitled to deduct and withhold from such payments). Any Make-Whole Amount so withheld or deducted by You shall discharge Your obligation to pay such amount to TAI provided that You have remitted, or caused to be remitted, such Make-Whole Amount to the relevant Taxation Authority.
- Source Deductions. TAI hereby covenants to pay, at TAI’s sole expense, all amounts, including but not limited to income taxes, national insurances, pension plan premiums, mandatory pension and other social fund taxes, social security premiums, employment or unemployment insurance premiums, workers’ compensation contributions, and all other levies, charges and contributions of any kind whatsoever which any Taxation Authority may assess or require to be paid on behalf of TAI or TAI’s personnel (collectively, “Source Deductions”).
Notwithstanding any other provision in this Agreement, if a Taxation Authority should assert that You are responsible for making any Source Deductions or other payments on behalf of TAI or TAI’s personnel then You shall be entitled in respect of any amounts that become payable to TAI to make such Source Deductions, and, unless the Parties agree otherwise at that time, You shall also be entitled to deduct an amount equal to any previous Source Deductions or retroactive assessments imposed or asserted by any Taxation Authority (“Assessments”) in respect thereof, together with any costs, interest, penalties and expenses (including legal fees, disbursements and associated costs) (collectively, “Costs”) incurred by You in respect of such previous Source Deductions or Assessments, from any amounts that become payable by You to TAI under this Agreement.
- Ownership Rights.
- a)TAI Material. TAI shall retain all rights, title and interest in any and all TAI products, data, plans, specifications, reports, designs, documentation, TAI Confidential Information, End User Data, and any other information or materials provided by TAI, or to which You have had indirect or direct access during the course of providing the Training Services (collectively, “TAI Materials”). No rights, title or interest in any TAI Materials are transferred to You.
- b)Rights to Deliverables.
- i)TAI hereby grants to You a worldwide, royalty-free, non-revocable, perpetual license to use, display, reproduce, import, export, translate, modify the Deliverables, and create derivative works, to support all Your internal operations.
- ii)Unless otherwise agreed to in writing by the Parties, any translations, derivative works or modifications of any Deliverable made by TAI You shall be owned by TAI. Except to the extent explicitly set forth herein, no rights, title or interest in any Deliverable is transferred to You.
- Fees and Expenses. Each invoice submitted to You by TAI shall: (i) identify the specific SOW to which the invoice relates, and; (ii) detail the fees payable, and the basis on which the calculation of the fees has been made. For purposes of clarity, TAI shall invoice You for Training Services in a Statement of Work directly to Your as such is set forth in the applicable Statement of Work. All invoices from TAI are due and payable by You within thirty (30) days of the invoice date.
- Term and Termination.
- a)Term. This Agreement will commence on the Effective Date and will continue in force until termination according to the terms of this Agreement. Individual Statements of Work will be effective upon the SOW Effective Date (as defined in each Statement of Work) and will continue in force until TAI has fulfilled all of its Training Services (as defined in each Statement of Work), or until the earlier termination of such Statement of Work according to the terms of this Agreement.
- b)Termination for Cause. Either Party may terminate this Agreement:
- i)if the other Party fails to comply with any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach from the non-breaching Party; or
- ii)immediately if the other Party becomes insolvent or a receiver or receiver manager is appointed for any part of the property of that Party, or the other Party makes an assignment, proposal or arrangement for the benefit of creditors or proceedings are commenced by or for the other Party under any bankruptcy, insolvency or debtor’s relief law.
You shall maintain the right to use the Deliverables in accordance with the terms of this Agreement and shall be entitled to a refund of a prorated portion of any prepaid fees for Services and/or Deliverables which have not been completed and accepted as of the date of termination. Termination of this Agreement will not, by itself, result in the automatic termination of any current Statements of Work, and the terms of this Agreement will continue in full force and effect for the purposes of such Statements of Work unless or until such Statements of Work are terminated or expire.
- Representations and Warranties. TAI represents, warrants and covenants that:
- a)TAI and Employees have the necessary knowledge, experience and skills to perform the Training Services;
- b)Training Services will be performed in all respects in a competent and professional manner and in accordance with the applicable Statement of Work;
- c)TAI and Employees shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over the Training Services or any part thereof;
- d)the performance of this Agreement does not and shall not breach any other agreement entered into by TAI or Employees;
- e)in the delivery of the Training Services and/or Deliverables, TAI or Employees shall not infringe or violate the intellectual property rights or other rights of any third party;
- f)the liability of TAI to You for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price payable for the Training Services;
- g)TAI shall provide, at its sole expense, all necessary personnel and materials required for the proper performance of Training Services, and;
- h)notwithstanding any other term in this Agreement, TAI will maintain, and cause its Employees to maintain, the strict confidentiality of all Personal Information disclosed to and/or ascertained by TAI in perpetuity and will comply with all applicable laws and regulations relating to privacy and data protection.
- Confidentiality. The Confidentiality provisions of the Hosted Services Agreement are hereby incorporated by reference except that: (a) notwithstanding the Disclosure Period set out in the Hosted Services Agreement, such Disclosure Period shall be extended automatically to the extent necessary to make it coextensive with the term of this Agreement, provided that this extension applies solely in relation to Confidential Information (as defined in the Hosted Services Agreement) disclosed under this Agreement; (b) the Confidential Information disclosed under this Agreement may be used or reproduced solely to the extent necessary to further and fulfill the purposes of this Agreement (which shall be deemed to be the “Purpose” under the Hosted Services Agreement for the purposes of this Agreement); and (c) any End User Data disclosed by one Party to the other Party shall be deemed to be the Confidential Information of the disclosing Party and: (i) use of that Confidential Information shall be further restricted as set out in the privacy provisions in this Agreement, and; (ii) the recipient’s obligations under the Hosted Services Agreement with respect to that Confidential Information shall survive indefinitely. The terms and conditions of this Agreement constitute the Confidential Information of each of the Parties and may only be disclosed upon the mutual written agreement of the Parties. In the event of any conflict between the confidentiality terms of this Agreement and the Hosted Services Agreement, the confidentiality terms of this Agreement shall govern but only to the extent of such conflict. Neither Party will disclose the terms of this Agreement to anyone other than its attorneys, accountants or other professional advisors under a duty of confidentiality except: (a) as required by law, or; (b) pursuant to a mutually agreeable press release.
- a)Time of Essence/No Waiver. TAI acknowledges that complying with the course schedule specified in each Statement of Work is a fundamental term of this Agreement and therefore that time is of the essence of this Agreement.
- b) If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.
- c)Amendments. This Agreement may not be modified or amended except by written instrument signed by both Parties.
- d)Force Majeure. Neither Party shall be deemed to have breached any provision of this Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in required third-party telecommunications or Internet equipment or service, or any other occurrences which are beyond such Party’s control. The Party affected by the force majeure shall notify the other Party within a commercially reasonable period of time from such occurrence. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected Party from performing its obligations under this Agreement, provided that if such suspension continues for more than thirty (30) days, the non-affected Party may terminate this Agreement immediately without cost or penalty upon notice to the other Party. .
- e) The provisions of this Agreement that under a commercially reasonable interpretation reveals that the Parties likely would have such provisions survive termination or expiration of this Agreement, including without limitation Sections: 9 (Rights to Deliverables); 11 (Termination); 12 (Representations and Warranties); 13 (Indemnity); 16 (Confidentiality); and 17 (Miscellaneous) shall survive to the extent necessary to fulfill the purpose of such provision.
- f)Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, excluding rules of private international law that lead to the application of the laws of any other jurisdiction. Any legal action brought by either Party to enforce the obligations arising under this Agreement shall be brought exclusively in the courts located in the Province of Ontario, Canada. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.
- g)Permits and Licenses. TAI shall be solely responsible to ensure that any of the Employees travelling to perform the Training Services shall have the necessary work permits and/or any other applicable governing authority’s approval and/or documentation in order to enter and exit the applicable jurisdiction to perform the Services in accordance with the class dates.
- h)Entire Agreement. This Agreement is comprised of this document and any Appendices incorporated into this Agreement by reference. The Parties acknowledge and agree that they have not relied on any prior or contemporaneous communications, representations, warranties, conditions, or agreements in entering into this Agreement, and accordingly this Agreement, its Appendices and any non-disclosure agreement between the Parties constitute the entire agreement of the Parties. This Agreement supersedes any prior or contemporaneous communications, representations, warranties, conditions or agreements between the Parties, whether oral or written, collateral or otherwise, regarding the subject matter of this Agreement.
Statement of Work
Course Outline – What you will learn
- The 12 concepts of Objectives and Key Results (“OKR”)
- How does OKR tie in with strategic, tactical and operation planning models
- OKR and Vison, Mission, Strategy and Benefits alignment
- Craft correctly formatted objectives to achieve critical milestones.
- Craft correctly formatted key results to measure success.
- Understand how OKR works with KPIs and balance scorecards cohesively.
- End to End OKR Implementation Framework
- OKR and Agile Project Management
- How to facilitate team to collaborate and align their OKRs.
The benefit of taking the course – Skills you will acquire
- Full understanding of OKR concepts and how OKRs can work with KPIs
- Align entire company in a common strategic direction.
- Successfully launch OKR methodology within your organization using Target Align OKR implementation Framework.
- Spot incorrectly worded OKRs, reword and give leadership and teams their “A-Ha” moment.
- Acquire the ability to strategically plan out annual OKR and align with company vision and mission
- Acquire the ability to set up regular cadence to track progress and keep the momentum going.
- Understand organization change management. Do’s and Dont’s when implementing OKR.