THIS GENERAL SERVICES AGREEMENT (the “Agreement”) created the 7th day of July, 2020
BETWEEN:
Student (the “Client”)
-AND-
Ernest Miranda DBA Miranda Training Solutions
(the “Instructor”).
BACKGROUND:
A. The Client is of the opinion that the Instructor has the necessary qualifications, experience and abilities to provide training services to the Client.
B. The Instructor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Instructor (individually the “Party” and collectively the “Parties” to this agreement) agree as follows:
Services Provided
1. The Client agrees to engage the Instructor to provide the Client with training services (the “Services”) consisting of:
Ernest Miranda, DBA as Miranda Training Solutions and ASHLAR Training will provide the Client with the training selected by the Client at the time of his online registration.
2. The Services will also include the issuance of a certificate of completion upon the successful completion of the course. The Instructor hereby agrees to provide such Services to the Client.
Term of Agreement
3. The term of this Agreement (the “Term”) will begin on the date of this Agreement, when the Terms and Agreement box is selected by the Client on the online registration form and will remain in full force and effect until the completion of the Services, subject to earlier termination provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
4. In the event that either Party breaches a material provision under this Agreement, the non-binding Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
Performance
5. The Parties agree to do everything necessary to ensure that the Terms of this Agreement take effect.
Currency
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.
Compensation
7. For the services rendered by the Instructor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Instructor as follows:
· MSHA Annual Refresher Training, Surface or Underground (8 hrs.) - $150.00
· MSHA Experienced Miner Training, Surface or Underground (8 hrs.) - $150.00
· MSHA Surface Newly Employed / Inexperienced Miner Training (24 hrs.) - $250.00
· MSHA Underground Newly Employed / Inexperienced Miner Training (40 hrs.) - $500
· OSHA General Industry (10 hrs.) - $150.00
· OSHA General Industry (30 hrs.) - $300.00
· MSHA / OSHA Task Training - $150.00
· Situational Awareness / Threat Analysis Training - $200.00
· First Aid / CPR / AED Training - $100.00
8. The Compensation as stated in this Agreement includes sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will not be charged to the Client.
Ownership of Materials and Intellectual Property
9. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
10. The Instructor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Instructor will be responsible for any and all damages resulting from the unauthorized use of Intellectual Property.
Return of Property
11. Upon the expiry or termination of the Agreement, the Instructor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
12. In providing the Services under this Agreement it is expressly agreed that the Instructor is acting as an independent contractor and not as an employee. The Instructor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and it is exclusively a contract for service.
Notice
13. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
a. Student / Trainee
___________________________
b. Ernest Miranda
6218 S. Calle de Loma, Miami, Arizona 85539
or to such other address as any Party may from time to time notify the other.
Indemnification
14. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Additional Clauses
15. Completion of training by the Client does not guarantee employment in any industry, nor does the Instructor guarantee employment for the Client after Client completion of training. Where regulatory training requirements exist, the training will be administered accordingly to meet these requirements.
16. Additional training to be provided by Client’s employer or prospective employer may be required to satisfy regulatory training requirements.
17. If a request for cancellation is made by the Client less than 24 hrs. prior to the training date and time, the Client training registration fee can be applied to a future training date, but no refunds will be given.
18. The Client agrees to provide the Instructor a copy of official personal identification to be used for the purpose of validating that the person in class is the individual requesting training.
19. The Client agrees to provide the Instructor a copy of their last official training certificate if the Client desires past training to be considered by the Instructor for validation that the Client meets class requirement(s).
20. For online training courses, the Client must provide and utilize a computer with Wi-Fi and active audio/video capability and agree to stay online and visible to the Instructor the entire training sessions. It is the responsibility of the Client to ensure the technology needed to complete the class is adequate and in working order. Class will not be delayed if the Client experiences technical difficulties on their part. If the Client’s online technology fails or if he experiences technical difficulties and they cannot complete the course, the Client may schedule another class, but no refund will be provided.
Legal Expenses
21. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Modification of Agreement
22. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or authorized representative of each Party.
Time of the Essence
23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
24. The Instructor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
25. It is agreed that there is no representation, warranty, collateral agreement or conditioning affecting this Agreement except as expressly provided in this Agreement.
Enurement
26. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
Titles/Headings
27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
28. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
29. It is the intention of the Parties to this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Arizona, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Severability
30. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in party, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
31. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF the Parties have duty affixed by way of Client acknowledgement of the Terms and Agreement box on the online registration page and selection of the acknowledgement will serve the purpose of as eSignature to this General Services Agreement by both Parties effective the date the Client registration was completed.
