In the event Client cancels the Program or terminates the Agreement, Client shall pay to SHRM the following fees (plus any additional amounts due with respect to customization costs, print copies, shipping, and export/import fees):
- Amount of Notice Provided by Client to SHRM to Cancel the Program Amount to be Paid to SHRM
- Fewer than 30 days but more than 5 business days before the first Virtual Session date* 25% of the Program Fee
- 5 business days or less before the first Virtual Session date 100% of the Program Fee
*If Client provides notice within this window, then the Parties may agree to reschedule the Program to new dates which must be scheduled to occur within ninety (90) days of the date that SHRM receives Client’s notice. The dates for the Program must be mutually agreed upon by both Parties. If Client decides not to reschedule or the Parties are not able to reach an agreement on new dates, then the 25% fee will apply. If the Parties reach an agreement for rescheduled dates, and Client subsequently cancels the rescheduled Program, then the 100% fee will apply. Client may not reschedule the Program, or any portion thereof, more than one time.
Notice pursuant to this section must be provided in writing to SHRM at the address below.
Society for Human Resource Management
1800 Duke Street
Alexandria, VA 22314
Attn: General Council
2. Intellectual Property Ownership:
a. All Program materials, study materials (including the SHRM Learning System), exams, articles, documents, software, and other intellectual property delivered to Client and participants by SHRM hereunder, and all copies thereof (the “SHRM IP”), are the sole property of SHRM or its Licensors, and as such, SHRM or its Licensors has the exclusive right, without limitation, to copy, reproduce, translate, or create works from such SHRM Intellectual Property.
b. Client shall not take any actions that infringe on SHRM’s or its Licensors’ exclusive rights in such SHRM Intellectual Property, and Client shall instruct the participants not to engage in such activities. In particular Client shall not record or otherwise copy any portion of the Program provided hereunder, and Client shall instruct the participants not to engage in such activities. Client has no copyright interest in the Program or any other SHRM IP provided hereunder.
c. Without limitation of the foregoing, each Party shall retain and own all of its pre-existing intellectual property and all intellectual property developed independently, outside of the scope of, and without a breach of, this Agreement.
3. Force Majeure:
The Parties’ performance under this Agreement is subject to acts of God, war, government regulation, terrorism, threats of terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, disease, or any other emergency of a comparable nature beyond the Parties’ control, making it impossible, illegal or which materially affects a Party’s ability to perform its obligations under this Agreement. In the event of a Force Majeure event, the affected Party shall not be considered in breach of the Agreement or of any obligation(s) hereunder to the extent that its performance of such obligation(s) is prevented or impaired by the Force Majeure Event. Unless otherwise agreed by both parties, such a Force Majeure event shall not cancel this Agreement but rather postpone its performance until a mutually agreeable date and time in the six (6) month period following the original date of the program; and in such event, SHRM shall hold any deposits and/or payments previously paid to SHRM and apply the same to the rescheduled Program.
If any individual whom Client identifies to be a participant to use the Product(s) is currently or ordinarily a resident of one of the following countries, Client must notify SHRM of such fact at least five (5) business days prior to the scheduled launch of the Product(s): Albania, Belarus, Bosnia and Herzegovina, Burundi, Central African Republic, Cuba, Democratic Republic of the Congo, Hong Kong, Iran, Iraq, Kosovo, Lebanon, Libya, Macedonia, Montenegro, Nicaragua, North Korea, Russia, Serbia, Somalia, Sudan, South Sudan, Syria, Turkey, Ukraine, Venezuela, Yemen and Zimbabwe. Client agrees to provide to SHRM identifying information about such individuals including name, country of residence, and birth date as a part of this five-business day advance notice. SHRM will then screen the individual against the U.S. Treasury Department Office of Foreign Asset Control (OFAC) database on US economic sanctions to confirm that the individual is not prohibited from using the Product(s). SHRM will then communicate the results to Client. Client agrees that it will not permit individuals who are prohibited under OFAC requirements to be participants or otherwise use or be included in the Product(s). Client agrees that it will comply with all US economic sanctions, including those rules and regulations promulgated by OFAC. Client represents and warrants that Client is not a Specially Designated National or Blocked Person, as determined by the US Department of the Treasury. In the event Client 's status changes, Client shall promptly notify SHRM in writing. Client agrees to promptly comply with any changes or additions to the above-listed countries or requirements upon notification by SHRM.
5. Governing Law:
This Agreement shall be governed by the internal laws of the Commonwealth of Virginia without regard to choice of law principles. Any disputes concerning the Agreement shall be subject to the exclusive jurisdiction of the federal and state courts in Virginia; and the Parties hereby submit to the exclusive jurisdiction of the state and the federal courts in Virginia over any disputes concerning the Agreement and further agree that they are subject to jurisdiction in Virginia in any such dispute.
6. Attorney Fees:
In the event of any dispute concerning this Agreement, the prevailing Party shall be entitled to collect from the losing Party any reasonable attorneys’ fees incurred by the prevailing Party in contesting such dispute.