BACKGROUND

HRL Academy is in the process of establishing a new dedicated health regulation and safety online platform, the new platform will provide different type of online educations aiming to improving safety and quality of health service provision in Middle East and North Africa (MENA) region (the Project), HRL Academy educational services and programs may include, but not limited to 1) Online Continuous Medical Education (CME), 2) Certifications and 3) Live webinar.

The Tutor has the required expertise, know-how and resources to assist HRL Academy in the Project, and is willing to provide some of the Academy educational services and programs.

This agreement sets out the terms agreed by the parties with respect to the Project.

CONFIDENTIALITY OF INFORMATION

To effectively conduct discussions on the HRL Academy it has been to disclose to the Tutor and give access (whether in writing, verbally or by other means and whether directly or indirectly) to confidential nature information of a concerning current, future, or proposed products, services or investments, client or customer lists, data management or other techniques, marketing, business or sales plans or strategy, or any other information or materials relating to the business or potential future business (Information).
It agreed that Tutor undertakes to keep all Information disclosed to him on, prior to, or after the date of this Agreement confidential and not disclose it to any person, other than as permitted under this Agreement.

SCOPE OF SERVICES

Based on discussion and understanding of health regulation and safety, Tutor will provide following Scope of Work:

• Develop specific HRL Academy educational programs related to health regulation and safety with self-assessment/quiz section as per discussion with HRL Academy management and health authorities CME accreditation requirements.
• Complete required educational programs and provide templates/forms information required by health authorities to achieve CME accreditation within required time specified by the Academy management.
• Register with HRL Academy web-portal and complete specific template/forms as required.
• Contribute with new training ideas on healthcare safety and quality, which may improve business reputation and profitability of the Academy
• If required participate in social media activities of the Academy.
• Act as Academy “brand ambassador” and advice Academy’s management on business development, marketing activities and materials.

APPOINTMENT

The appointment of the Tutor with the HRL Academy shall not constitute a partnership or agency relationship or a joint venture between the parties. The relationship between the parties is that of independent contractors.

Unless HRL Academy provides its prior written consent, Tutor will not:

• Have authority to incur any liability on behalf of HRL Academy;
• The appointment of the Tutor with the HRL Academy should not prevent the Tutor from working or entering an agreement with any other organization to provide educational activities.

The appointment of the Tutor with the HRL Academy should not prevent the Tutor from working or entering an agreement with any other organization to provide educational activities.

FEES AND COSTS

HRL Academy fee for the services provide by the Tutor will be Revenue-share Model (Tutor will get paid a percentage of the revenue generated from his/her educational program), after completing the required program and obtaining health authority accreditation approval, HRL Academy will publish and market for the Tutor educational program in the HRL website and other social media platforms.

All revenue generated form the program will be shared as follows:

• 40% of total revenue generated in first and second years from the date of publishing the program in HRL Academy portal.
• When applicable; 30% of total revenue generated in third year from the date of publishing the program in HRL Academy portal.

Tutor will have live access to information and data related to number of purchased programs and revenue generated. At the end of each month Tutor will receive statement, payment can be transferred in monthly or quarterly basis.

As part of HRL Academy commitment to continuously updating published educational program; all courses will be considered as property of the HRL Academy after 2years, Scientific Committee of the Academy and/or management will decide if the course is considered as obsolete or it can used for specific educational activities and will act accordingly

After completing the three years period, the Tutor has the right to use the same course material with another organization.

PAYMENT

At the end of every month within contract period, HRL Academy will generate credit note with due amount to instructor that equal to the percentage of total revenue from course(s) under the tutor account. Payment is due in 15 days after generating credit note

Tutor shall provide bank account details to credit amounts directly in due dates.

Unforeseen delays in payment shall not incur any penalties or liabilities on HRL Academy

DURATION & TERMINATION

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This contract shall be for a period of 24 months from the commencement date. Either party will have the right to terminate the contract by giving written notice to the other party at least 30 days at any point before the end of the period of the contract.

HRL Academy shall pay the fees set out in FEE & COST clause relating to the attained services till the date of termination. Any other rights or liabilities which have accrued prior to the date of terminate shall remain in force.

HRL Academy shall pay the fees set out in FEE & COST clause relating to the attained services till the date of termination. Any other rights or liabilities which have accrued prior to the date of terminate shall remain in force.

The terms of this agreement shall terminate automatically (save in respect of accrued rights and obligations) upon the earliest of: (i) the written agreement of the Parties; and (ii) the expiration of the Term.

LAW AND JURISDICTION

The Parties will at all times during the Agreement period comply with all laws, regulations, decrees, circulars and instructions applicable in the Ontario, Canada.

This agreement and any dispute or claim arising out of or in connection with it or its subject matter, formation, or validity (including non-contractual disputes or claims) shall be governed by and construed in accordance with the applicable laws of the Ontario, Canada.

MISCELLANEOUS

Assignment - The Tutor shall not have the right to assign or transfer its rights and obligations under this agreement to any third person without the prior written approval of HRL Academy.

Amendment - No amendment, variation or interpretation of any of the provisions of this agreement shall be effective unless made in writing and signed by an authorised representative of each of the Parties to the agreement.

Counterparts - This agreement may be executed by means of exchange of signed copies thereof by email with no further delivery of originals.