05110-FO6-PECB Trainer Agreement Approver: CEO

Owner: Managing Director Approval date: 2018-10-08

Classification: Confidential | ACL: Compliance Dept. Version: 1.0
Status: Released Page 1 of 4

IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN, THE

PARTIES AGREE AS FOLLOWS:

1. General:
1.1. PECB Group Inc. offers third party education and certification services (the “Services”) for prospective and existing
clients to be able to demonstrate conformity of personnel to customers and end-users.
1.2. The Trainer (as hereinafter defined) wishes to teach PECB’s courses subject to the terms and conditions described
herein.

2. Definitions, Subdivisions, and Headings

2.1. In addition to the terms defined elsewhere herein, the following terms shall have the following meanings:

“Reseller” means a third-party Reseller retained by PECB to perform certain services such as providing training
courses required under the certification process;

“End-Client” means the individual(s) who are subject to the education services being provided by PECB and its
Resellers, and course taught by Trainer.

“Trainer Program” means the process which every Trainer is required to undergo in order to become authorized
by PECB to teach PECB courses.

“Force Majeure” means any matter beyond a party’s reasonable control;

“Copyrights” means all intellectual property rights, titles and interests in all service marks, trademarks,
certification marks, names or logos, copyright works and inventions;

3. Grant: PECB grants to the TRAINER and the TRAINER accepts a right to teach PECB’s courses either directly for
PECB or for one of PECB’s RESELLERS. The entity (PECB, its Distributor, or its Reseller) that organizes the course
and hires the TRAINER is the COURSE ORGANIZER. All TRAINERS who teach PECB courses are required to sign
this agreement. COURSE ORGANIZER may also require TRAINERS to sign additional agreements.

4. PECB Certified Trainer: Signing this document is not sufficient to become a PECB CERTIFIED TRAINER or to
present oneself as such. Signing this document is the first step of becoming a PECB CERTIFIED TRAINER, but a
thorough TRAINER induction process needs to be followed through and signing this document is no guarantee that the
signee will become a PECB CERTIFIED TRAINER.

5. PECB Trainer Certification Program

5.1. During the PECB Trainer Program process potential TRAINER will have an online presentation and interview
session which will be recorded for quality and credibility purposes. TRAINER hereby acknowledges that should the
performance be evaluated as non-satisfactory by PECB, PECB has the right to reject the application;
5.2. PECB may verify the experience and competencies of the trainer with previous employers or references provided by
the Trainer. The verification and all information disclosed during the reference check will be used strictly for
evaluation purposes, and PECB will not disclose this information to any other party. Any falsified information will
immediately result in the termination/cancellation of this agreement;
5.3. The TRAINER can be asked to perform an emotional intelligence test using only the platforms approved by PECB.
Trainer acknowledges that should such a request be made by PECB, it is a mandatory step to be completed. Trainer
hereby acknowledges that should the results of the test be evaluated as non-satisfactory by PECB, PECB has the
 05110-FO6-PECB Trainer Agreement Approver: CEO
Owner: Managing Director Approval date: 2018-10-08
Classification: Confidential | ACL: Compliance Dept. Version: 1.0
Status: Released Page 2 of 4

right to reject the application. The information collected from this process will be used strictly for evaluation
purposes, and PECB will not disclose this information to any other party.

6. Duties and Warranties of the Trainer

6.1. The TRAINER acknowledges that is responsible for teaching the course to the best of his/her abilities, ensuring the
course is provided in the most professional manner and to communicate promptly with the COURSE ORGANIZER
in case of issues, such as problems with the facilities, equipment, training material or participants;
6.2. The TRAINER acknowledges that may be required, as needed, to provide some assistance to the course logistics
such as picking up the course material prior to the course or shipping material (such as a projector) at the end of the
course. In case the TRAINER incurs any reasonable expenses for these activities, these will be refunded;
6.3. The TRAINER warrants to completely abide to the PECB Code of Ethics;
6.4. The TRAINER acknowledges and agrees to PECB using outsourced resources in the performance of its obligations
relating to this Contract, such as the services of an Authorized Distributor or Reseller;
6.5. The TRAINER acknowledges and agrees that when required by the managing Reseller or Distributor to have a Non-
Hire and/or Non-Solicitation for a Trainer, PECB will respect by making the needed configuration in the PECB
Systems;
6.6. The TRAINER acknowledges that all commercial relationships and payment of all fees related to services provided
by the TRAINER will be performed by the COURSE ORGANIZER.
6.7. The TRAINER acknowledges that the Trainer Certification provided by PECB has a cycle of 3 (three) years, and
meeting the criteria set forth by PECB is mandatory to become re-certified.

7. Invigilation: If a certification examination is held at the end of the training course, the TRAINER is not authorized to
be present in the classroom during this exam. The TRAINER is also not authorized to get hold of the exams, before or
after the class, for whatever reason. A designated Proctor will perform class invigilation and shipping of examinations.
The TRAINER is also not authorized to grade the exams as these will be graded by PECB.

8. Non-Exclusivity: The TRAINER understands that it doesn’t have exclusivity over any territory and that PECB is free
to have other trainers teach PECB’s courses in the territory. PECB understands that it doesn’t have an exclusivity
agreement with the TRAINER and that the TRAINER is free to teach competing courses.

9. Copyrights
9.1. PECB’s Intellectual Property shall remain the property of PECB and cannot be transferred or licensed by the
TRAINER;
9.2. Both Parties will respect the intellectual property, trademarks and copyrights of the Other Party and its Resellers or
Distributors;
9.3. The TRAINER will not modify any of PECB’s Courses or trademarks without PECB’s written permission. The
TRAINER will also notify PECB if he/she comes across any such violation

10. Confidential Information: At all times, both during and after the term of this Agreement, both Parties must keep
strictly confidential, not disclose to any third party, and use only for the purposes of this Agreement, all information
relating to the Courses and to the affairs and business of the Other Party and its partners, whether such information is
disclosed to one of the Parties, or its Suppliers or otherwise obtained as a result of their association. The only exception
to this clause is the disclosure of information by order of a court of competent jurisdiction.

11. Relationship between the parties: The Parties agree and understand that they have no authority or power to bind
or contract in the Other Party's name or to create any liability against the Other Party or its partners in any way or for any
purpose. The TRAINER understands that it is an independent contractor with non-exclusive rights confirmed by this
Agreement to provide PECB’s Courses.
 05110-FO6-PECB Trainer Agreement Approver: CEO
Owner: Managing Director Approval date: 2018-10-08
Classification: Confidential | ACL: Compliance Dept. Version: 1.0
Status: Released Page 3 of 4

12. Force Majeure: PECB shall not be liable in any respect should it be delayed or prevented from performing its
obligations under the Contract as a result of an event of Force Majeure and the time allowed to PECB for performance of
these obligations shall be extended by the duration of the event of Force Majeure.

13. Termination: This Agreement may be terminated by either party by notice in writing. If the TRAINER ceases to be a
PECB CERTIFIED TRAINER, the TRAINER will immediately cease to present himself/herself as such and will,
wherever possible, withdraw any public mention of his/her as a PECB CERTIFIED TRAINER.

14. Non-Disclosure: Neither party shall publicly announce or disclose the terms or conditions of this Agreement, or
advertise or release any articles or publicity regarding this Agreement without the prior written consent and approval of
the other party, except as may be required by law. This provision shall survive the expiration, termination, or
cancellation of this Agreement.

15. Term: Three (3) years, commencing on the Effective Date, unless terminated under the provisions of this agreement.
PECB may also terminate this agreement if the TRAINER’s evaluation by participants is substandard.

16. Additional: Signatures of this contract will be from the PECB Web Portal where the TRAINER will accept to the
agreement, consequently being considered as a signed contract.
 05110-FO6-PECB Trainer Agreement Approver: CEO
Owner: Managing Director Approval date: 2018-10-08
Classification: Confidential | ACL: Compliance Dept. Version: 1.0
Status: Released Page 4 of 4

APPENDIX A
PECB CODE OF ETHICS

1. Trainer Commitment to Ethics

1.1. Every PECB trainer will treat everyone fairly, have mutual respect, promote a team environment, and avoid the
intent and appearance of unethical or compromising practices;
1.2. Every trainer needs to apply effort and intelligence in maintaining ethics value;
1.3. Every trainer must disclose any conflict of interests regard their position within PECB;
1.4. Trainers will help PECB to increase customer and vendor satisfaction by providing quality products and timely
response to inquiries.

2. Maintaining Ethical Practices

2.1. PECB will reinforce the importance of the integrity message and the tone will start at the top. Every trainer,
employee, manager, director needs consistently maintain an ethical stance and support ethical behavior;
2.2. Trainers at PECB should encourage open dialogue, get honest feedback and treat everyone fairly, with honesty and
objectivity.

3. Unethical Behavior
3.1. PECB and its trainers will avoid the intent and appearance of unethical or compromising practice in relationships,
actions and communications;
3.2. PECB and its trainers will not tolerate harassment or discrimination;
3.3. Badmouthing about PECB, derogatory comments and/or any kind of inappropriate behavior that would affect PECB
reputation is considered a violation of PECB Code of Ethics;
3.4. Unauthorized use of company trade secrets & marketing, operational, personnel, financial, source code, & technical
information integral to the success of our company will not be tolerated;
3.5. PECB will not permit impropriety at any time and we will act ethically and responsibly in accordance with laws;
3.6. PECB trainers will not use corporate assets or business relationships for personal use or gain.

4. Enforcement
4.1. Any infractions of this code of ethics will not be tolerated and PECB will act quickly in correcting the issue if the
ethical code is broken;
4.2. Any trainer found to have violated this policy may be subject to disciplinary action, up to and including termination
of contract or agreement.