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Provider of GBCI Approved Courses for Continuing Education Agreement

This Provider of GBCI Approved Courses for Continuing Education Agreement ("Agreement")
is made effective the ____ day of __________, 2011 by and between the Green Building
Certification Institute, a non-profit corporation incorporated in and registered in the District of
Columbia having its principal office at 2101 L Street, NW, Suite 500, Washington, D.C. 20037,
United States of America (GBCI) and ____________________, a Provider of GBCI Approved
Courses for Continuing Education, having an address located at
__________________________________ (Provider).

RECITALS

WHEREAS, GBCI is a non-profit organization which provides education for LEED and
green building knowledge in order to help green building professionals across all market sectors
build the capacity to develop their careers, as well as third-party project certification and
professional credentials recognizing excellence in green building performance and practice; and

WHEREAS, Provider is an organization that offers continuing education courses on
green building;

WHEREAS, GBCI is seeking third-party organizations to provide peer-reviewed
continuing education courses which have been approved by GBCI to count towards the Green
Building Certification Institute (GBCI)s Credential Maintenance Program; and

WHEREAS, GBCI and Provider wish to enter into a contract detailing the procurement
of Providers services by GBCI;

NOW THEREFORE, in consideration of the mutual promises set forth herein, the mutual
benefits derived herefrom, and other good and valuable consideration provided each unto the
other, the receipt and sufficiency of which is acknowledged by the Parties acceptance of this
Agreement, it is agreed as follows:
AGREEMENT

1. SCOPE OF AGREEMENT: This Agreement consists of the recitals, terms, conditions,
and provisions expressly set forth herein, and the terms conditions and provisions of the GBCI
Continuing Education Program Guide (Program Guide), attached hereto as Exhibit A and
incorporated by reference herein, which are intended to be complementary and interpreted in
harmony so as to avoid conflict. In the event of any conflict or discrepancy between the terms,
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conditions, or provisions, of the documents identified in the preceding sentence, the terms
conditions and provisions of this Agreement shall take precedence over the terms, conditions and
provisions of the Program Guide. This Agreement constitutes a fully integrated agreement that
supersedes any and all prior agreements between Provider and GBCI concerning the education
provider services identified herein.

2. SCOPE OF SERVICES:

2.1.Provider agrees to perform for GBCI the duties and tasks identified in this
Agreement, hereinafter collectively referred to as Services.

2.2.Provider shall provide the following services during the Term:
2.2.1. Register online as an Provider of GBCI Approved Courses for
Continuing Education at gbci.org/managecourses;
2.2.2. Submit the relevant course materials, as further described in the GBCI
Continuing Education Program Guide (the Program Guide), attached
as Exhibit A and incorporated by reference herein, to GBCI for its use
of review of the course;
2.2.1. Utilize GBCIs integrated technology solution for the uploading of the
Education Course participant roster, as further described in the
Program Guide;
2.2.2. Use the designation as a Provider of GBCI Approved Courses for
Continuing Education and the designation GBCI Approved
Course only upon GBCI review and grant of written approval of the
Education Course that has received review and approval by GBCI
(Education Course) and only in reference to the specific Education
Course reviewed and approved by GBCI;
2.2.3. Provide accurate, complete, and truthful information to GBCI in all
transactions pursuant to this Agreement, and make full disclosures of
all information requested by GBCI in a timely manner;
2.2.4. Provide accurate and truthful representations regarding its Education
Course in all marketing and advertising of products, publications
and/or services;
2.2.5. Market such Education Course(s) only truthfully and refrain in such
marketing from portraying that the Course is a requirement, refrain
from creating call, email, or other marketing lists from GBCIs
directory of LEED Professionals,;
2.2.6. Use and/or allowing third parties to use attendee identifying
information (including but not limited to email addresses and phone
numbers) only with the consent of the attendee.
2.2.7. Include the most current Provider of GBCI Approved Courses for
Continuing Education slide within the course materials (i.e.
PowerPoint, online course, workbook, etc.) only for courses approved
by GBCI in order to designate Providers participation in the program.
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This slide will be provided by GBCI upon approval of an Education

Course;
2.2.8. Refer to, advertise, promote, market or otherwise a course as a GBCI
Approved Course only after it has received approval by GBCI. A
course may not be referred to as pending approval at anytime in any
manner;
2.2.9. Comply with, and fully satisfy, its responsibilities under all GBCI
education review criteria, as indicated in the Program Guide, as well as
all other relevant GBCI policies, as may be amended from time to
time; and
2.2.10. Conduct all educational and business operations in an ethical,
professional and lawful manner.

2.3. GBCI shall provide the following services to Provider during the Term:
2.3.1. Review Education Course Review Applications submitted by Provider
in order to ensure that approved continuing education courses meet the
highest standards, guaranteeing LEED professionals a green building
education that will help them;
2.3.2. Provide the appropriate Provider of GBCI Approved Courses for
Continuing Education promotional materials and approved messaging
to Provider for its use in marketing and advertising its Education
Course;
2.3.3. Give Provider at least thirty (30) days notice of any material changes
to the GBCI Education Review criteria and other related GBCI
policies.
2.3.4. Conduct all educational and business operations in an ethical,
professional and lawful manner.

2.4.This Agreement recognizes only those Education Courses submitted by Provider
and approved by GBCI. Provider agrees that it shall take affirmative steps to avoid
creating any inference or implication that other, non-approved courses are approved
by GBCI. To that end, Provider agrees to make no statements or representations
indicating or implying, in any manner, that GBCI has accredited, certified,
sponsored, or endorsed any other Education Course, products, publications,
credentials, certificates or services of Provider. Provider shall use the approved
messaging, as described in full in the Program Guide, in order to describe its
relationship with GBCI.

3. INTELLECTUAL PROPERTY
3.1.GRANT OF LICENSE: Upon the grant of Provider of GBCI Approved Courses
for Continuing Education status to Provider, GBCI shall grant a limited,
nonexclusive, nontransferable license (the License) for use of the phrases
Provider of GBCI Approved Courses for Continuing Education and GBCI
Approved Course (the Phrases) and for use of the logo GBCI CMP (the
Logo).
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3.2.APPLICATION OF LICENSE: The License is effective from date of approval of
the Education Course(s) by GBCI and may be terminated by GBCI at any time for
any breach of the Agreement or the License terms. Both the Phrase and the Logo
remain the property of GBCI at all times. The Logo is subject to trademark,
copyright and/or other intellectual property rights or licenses held by GBCI. The
License is not transferable and may not be implied to be granted to any other
education course not reviewed and specifically approved by GBCI, nor shall it be
used for any courses or services other than those named on the Education Course
Review Application. Use of the Phrases and Logo shall cease immediately in the
event of voluntary withdrawal of the GBCI approved Education Course by the
Provider or revocation of approval by GBCI for an Education Course(s).

In addition, the Phrases and the Logo shall be used only in a dignified manner and
shall not be altered or used in any way that diminishes its value or prestige, or
otherwise reflects poorly on the reputation of GBCI.

The Logo shall be used only in conjunction with and to identify only those
Education Courses approved by GBCI as stated herein.

Provider shall use the Logo only in accordance with the GBCI Logo Guidelines,
available at www.gbci.org.

4. TERM: The term of this Agreement shall be effective from __________, 2011 through
December 31, 2012. This Agreement shall automatically terminate on December 31, 2012 (the
Termination Date), with no additional notice required. An option for renewal of this
Agreement shall exist dependent on the issuance of new terms and conditions by GBCI, and at
the mutual agreement of the Parties. As of the Termination Date, all terms, provisions and
conditions contained herein will expire.

5. FEE: As consideration for GBCIs services in reviewing and approving the Education
Course(s), Provider shall pay a fee to GBCI that is determined based upon the size and type of
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the Provider organization. These fees shall be paid in accordance with the Provider of GBCI
Approved Courses for Continuing Education Fee Schedule, attached hereto as Exhibit B and
incorporated by reference herein. These fees shall be paid to GBCI on an annual basis, prorated
based upon the date that the Provider executes this Agreement.

6. INDEPENDENT CONTRACTORS: The Parties are independent contractors with
respect to each other, and nothing herein shall create any association, partnership, joint venture,
or agency relationship between the Parties. Neither party has any right or authority to assume or
to create any obligation or responsibility on behalf of the other party.

7. CANCELLATION AND DEFAULT: Either Party may cancel this Agreement, without
cause, by giving the other Party thirty (30) calendar days written notice of cancellation. Provider
may terminate its participation and the license granted herein if GBCI alters the program criteria
and/or other related policies materially, by providing GBCI at least thirty (30) days written
notice of its termination. Further, in the event that one of the Parties is in default as defined
below, the non-breaching party may, in its sole reasonable discretion, immediately cancel this
Agreement without penalty by giving the breaching party written notice of such cancellation
which shall not excuse breaches of this Agreement that already may have occurred.

7.1.PROVIDER DEFAULT: Default on the part of Provider shall include, without
being limited to, the occurrence of the following events:

7.1.1. failure by Provider to comply with any of the provisions of this
Agreement in a satisfactory manner as reasonably determined by
GBCI; and failure to cure such violation within five (5) calendar days
after receipt of written notice of said violation;
7.1.2. failure by Provider to make any payments to GBCI within ten (10)
business days after receipt of written notice from GBCI of failure to
comply with the specifications described in this Agreement;
7.1.3. filing by Provider of a voluntary petition under any bankruptcy,
reorganization, insolvency, or any other law for the relief of, or
relating to debtors; the filing against Provider of an involuntary
petition in bankruptcy or a receiver or trustee is appointed to take
possession of Providers property, any of Providers property is
subjected to levy, seizure, assignment, application or sale for or by any
creditor or governmental agency, and such action is not dismissed
within thirty (30) calendar days thereafter; or Provider becomes
insolvent; or
7.1.4. dissolution of Provider voluntarily, involuntarily or by operation of
law.

7.2.GBCI DEFAULT: Default on the part of GBCI shall include, without being limited
to, the occurrence of the following events:

7.2.1. dissolution of GBCI voluntarily, involuntarily or by operation of law.
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8. TERMINATION. This Agreement, the License and the rights granted hereunder will
terminate automatically if the Provider fail to comply with terms herein and fails to cure such
breach within thirty (30) days of becoming aware of the breach. Provisions which, by their
nature, must remain in effect beyond the termination of this Agreement shall survive. Upon
termination and/or withdrawal of approval of an Education Course, Provider shall refrain from
making any representation of any association of such Education Course with GBCI, including,
but not limited to immediately removing all electronic and internet materials from public access
and removing such reference from all printed materials as soon as practicable.

9. FORCE MAJ EURE: Either party may cancel or suspend its obligations under this
Agreement if such obligations are delayed, prevented, or rendered impractical by any of the
following events to the extent such event is beyond the reasonable control of the party whose
performance is delayed, prevented, or rendered impractical:

Fire; flood; earthquake; civil commotion; insurrection; Act of God; labor disputes;
strikes; curtailment of local, national, or international transportation facilities with
a significant impact on domestic and/or international travel; war; shortage or
inability to obtain materials, supplies or utilities (including a shortage or inability
to meet needs for materials or supplies); any law, ordinance, rule or regulation
that becomes effective after the date of the execution of this Agreement, or other
exigent circumstance or emergency making it inadvisable, impracticable, illegal,
or impossible to perform its obligations hereunder.

The non-performing party shall give written notice of cancellation to the other party within ten
(10) business days of any such event, or this provision shall be invalid. The non-performing
party shall not be liable to the other for delay or failure to perform its obligations, except there
shall be a pro rata reduction in the consideration which otherwise would be payable or due under
this Agreement.

10. LIMITATION OF LIABLITY: Each party of this agreement agrees to hold harmless and
indemnify the other, its directors, officers, employees, and agents for any and all damages,
claims, judgments, losses, costs, and expenses, including attorneys fees, which may arise from
or relate to this agreement or the Providers Education Course. Further, each party of this
agreement hereby releases, discharges, and exonerates the other from and assumes full
responsibility for any and all damages, claims, losses, costs, and expenses which it may incur,
arising from or relating to this agreement and/or educational courses offered by Provider, unless
such damage or loss results from the sole negligence, gross negligence, or willful misconduct of
the respective party, its directors, officers, employees, or agents.

11. NOTICE: Unless otherwise stated, all notices required under this Agreement must be in
writing and will be considered given upon personal delivery of a written notice, within forty
eight (48) hours after deposit in the U.S. Mail (certified or registered), upon delivery by
overnight or private courier, or upon confirmation of transmission by facsimile transmittal or
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electronic mail addressed to the Parties. Notice must be addressed as shown below, unless a
different address is designated in writing by the receiving party.


Provider: GBCI:






Mahesh Ramanujam, Chief Operating Officer
Green Building Certification Institute
2101 L Street NW; Suite 500
Washington, DC 20037
202.742.3792
mramanujam@gbci.org

With a copy to:
Susan E. Dorn, General Counsel
Green Building Certification Institute
2101 L Street NW; Suite 500
Washington, DC 20037
202.742.3299
sdorn@gbci.org

12. OTHER PROVISIONS:
12.1. Entire Agreement. This Agreement represents the entire agreement of the Parties
and supersedes any other understanding of the Parties concerning the subject matter
herein. There are no other representations, covenants, arrangements, or
understandings, either written or oral, between the Parties relating to the subject
matter which are not fully expressed herein or have been relied upon in entering
into this Agreement.

12.2. Amendment. This Agreement may be modified only by the written consent of
both Parties.

12.3. Waiver. The waiver of a breach of any of the terms hereof or of any default
hereunder, shall not be deemed a waiver of any subsequent breach or default,
whether of the same or similar nature, and shall not in any way affect the other
terms hereof. No waiver or modification shall be valid or binding unless in writing
and signed by the waiving party.

12.4. Survival. Provider and GBCI agree that all rights and obligations provided in this
Agreement which do not expressly terminate pursuant to this Agreement, shall
survive beyond the termination or expiration of this Agreement and shall continue
in full force and effect.

12.5. No Assignment or Subcontracting. Neither this Agreement nor any interest in this
Agreement, including any interest in the Services, may be assigned or transferred
by either party without the prior written authorization of the other Party. Violation
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of this paragraph shall constitute a material breach of this Agreement. Provider

shall not subcontract its services without the prior written consent of GBCI.

12.6. Governing Law. This Agreement, any addenda or amendments attached hereto,
each transaction entered into hereunder, and all matters arising from or related to
this Agreement (including its validity and interpretation) shall be governed
exclusively by, and construed and enforced in accordance with, the laws of the
District of Columbia without reference to its choice of law doctrine.

12.7. Dispute Resolution. Any controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association.
J udgment upon the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. Any arbitration shall be held in Washington, D.C.

12.8. Non-discrimination. Provider agrees not to discriminate against any employee or
any applicant for employment because of age, race, color, religion, sex, marital
status, national origin, veteran status, sexual preference or disability.

12.9. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which shall constitute one
and the same agreement. The Parties agree that copies of executed documents with
all necessary signatures affixed by hand received via facsimile or via portable
document file (.pdf file) shall be deemed to be originals for all purposes.

12.10. Signature. This Agreement shall not constitute a binding agreement until accepted
in writing by all Parties, and shall become effective when each party hereto shall
have received counterparts signed by all of the other Parties hereto.

12.11. Government Entities. If you are a Government Entity, the following clauses do
not apply to you: Paragraph 10, Limitation on Liability; Paragraph 12.6,
Governing Law; and Paragraph 12.7, Dispute Resolution. As used herein, the
phrase Government Entity means a sovereign nation, and any of its agencies or
instrumentalities, as well a state, provincial or local government, including an
agency, board or commission in the executive branch of such government.



[Signature Page Follows]






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IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, have
executed this Agreement under seal, with the intention of making it a sealed instrument, as of the
day and year first above written.

[Provider]

BY:_________________________
PRINT NAME:
TITLE: _________________________
DATE: _________________

GREEN BUILDING CERTIFICATION INSTITUTE

BY:_________________________
PRINT NAME: ___________________
TITLE: _________________________
DATE: _________________

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Exhibit A
GBCI Continuing Education Program Guide
(Saved in a separate document)

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Exhibit B
Provider of GBCI Approved Courses for Continuing Education Fee Schedule
(Based on Annual Fees)




10 or fewer courses 11 to 25 courses* More than 25*
Member Non-member Member Non-member Member Non-member
For-Profit Company $1,500 $1,795 $2,000 $2,400 $3,000 $3,600
Non-Profit Organization $1,000 $1,200 $1,500 $1,800 $2,000 $2,400
USGBC Chapters $500 $750 $1,000
*Providers with 11 or more courses must apply for fast track review.