AGREEMENT BETWEEN

INTERNATIONAL LEADERSHIP OF TEXAS - GLOBAL

And

_________________________________
This agreement (“Agreement”) is made on ______________ between International
Leadership of Texas – Global (ILTEXAS – GLOBAL), a Texas nonprofit corporation and
school located in Richardson, Texas, and ________________ __________
(REPRESENTATIVE).
ILTEXAS – GLOBAL operates a private school located in Garland, Texas, providing high-
quality K-12 college preparatory, tri-lingual educational programs.
REPRESENTATIVE is a leading education service provider which

In contemplation of the relationship to be established and for good and valuable

consideration, the parties agree as follows:

1. General
a. ILTEXAS – GLOBAL desires to retain recruiting services to enroll high school
students from countries other than the United States;
b. REPRESENTATIVE has a recruiting network outside the United States and
expertise in providing the recruiting services. This includes program marketing
and promotion, recruiting students to become applicants for admission to a
school, screening applications for admission, pre-selection of qualified
applicants, helping obtain student transcripts from applicants, and assisting
applicants and students as they apply for F-1 visas; and
c. ILTEXAS – GLOBAL desires to utilize REPRESENTATIVE’s recruiting services
and REPRESENTATIVE desires to provide such services to ILTEXAS –
GLOBAL.

2. Program Specifications
a. REPRESENTATIVE will recruit student applicants through its recruiting network
in __________________ [the “Territory”] and, at REPRESENTIVE’s discretion,
its promotion, marketing and sales channel for the sole purpose of enrolling
prospective middle and high school students as students at ILTEXAS – GLOBAL.
b. Available seats are on a first come, first serve basis.

3. REPRESENTATIVE’s Responsibilities
REPRESENTATIVE’s responsibilities are as follows:
a. Secure long-term contracts and relationships with foreign niche-fit middle and
high schools and other related institutions.

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b. Market ILTEXAS – GLOBAL’s programs outside the United States to
schools, individual students, and other types of institutions such as English
centers, in a manner reasonably expected to motivate high-quality students
to apply for admission to ILTEXAS – GLOBAL’s programs.
c. Facilitate communication between the schools and educational institutions
outside the United States and ILTEXAS – GLOBAL for the purpose of
ensuring a smooth process of admission, including credit transfers if they
needed.
d. Recruit, select, and screen student applicants for admission to ILTEXAS –
GLOBAL, in accordance with standards and requirements for admission
established by ILTEXAS – GLOBAL.
e. At REPRESENTIVE’s discretion, verify and confirm the credentials,
screening tools and tests for applicants to a high degree of certainty.
f. Send completed application materials of successful applicants in accurately
translated English to ILTEXAS – GLOBAL no later than four weeks before
the start of the program.
g. Assist the admitted student applicants understand the procedures and
details of applying for the U.S. F-1 Visa and paying ILTEXAS – GLOBAL
tuition and fees.
h. Ensure that all recruited student applicants are seeking admission for the
primary purpose of studying full time.
i. Maintain privacy of the personal information of all admitted students and all
student applicants, including taking reasonable precautions to protect paper
files and electronic data containing that personal information from theft and
other unauthorized access.
j. REPRESENTATIVE will not, directly or indirectly, solicit or receive from, or
offer, promise or provide to any third party including government officials and
employees, anything of value to secure an improper business advantage or
to influence official actions or decisions.
k. Employ, contract or engage recruiting specialists as REPRESENTATIVE’s
Representatives outside the United States, who shall focus exclusively on
recruiting for ILTEXAS – GLOBAL.
l. REPRESENTATIVE shall be responsible for paying all compensation,
benefits, and liabilities arising from or related to REPRESENTATIVE’s
performance pursuant to this Agreement.
m. REPRESENTATIVE shall indemnify and defend ILTEXAS – GLOBAL (and
its affiliates, successors and assigns) for any and all claims that may arise
from or be related to the activities of REPRESENTATIVE’s performance
pursuant to this Agreement.
n. REPRESENTATIVE shall be solely responsible for all costs related to its
activities and the activities of its Representatives outside the United States,
including but not limited to compensation, travel costs, accommodations,
governmental fees, charges, permits and other similar costs, and shall be

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 responsible for all fees and costs arising from or related to any of the above
listed REPRESENTATIVE responsibilities.
o. REPRESENTATIVE will, at its expense, obtain and maintain the
governmental authorizations, licenses, registrations and filings, that may be
required under the laws of the Territory in which REPRESENTATIVE
operates, to execute or perform this Agreement.
p. Neither REPRESENTATIVE nor any of its Representatives shall charge an
admitted student, a student applicant or his/her family any fee for any
service, except where specifically authorized in this Agreement.
REPRESENTATIVE’s compensation is set forth specifically in another
section of this Agreement. Breach of this requirement shall be grounds for
ILTEXAS – GLOBAL to terminate this agreement at the election of ILTEXAS
– GLOBAL without notice and without penalty.
q. When operating inside the U.S., REPRESENTATIVE shall comply with all
applicable federal and state law with respect to recruitment of students,
representations regarding ILTEXAS - GLOBAL, relationships with any third
parties, and services rendered hereunder.

4. ILTEXAS – GLOBAL’s Responsibilities

a. ILTEXAS – GLOBAL acknowledges that REPRESENTATIVE may in its
discretion, choose to employ, contract or engage recruiting specialists as
REPRESENTATIVE’s Representatives outside the United States, in which case
all compensation, benefits, and liability arising from any such recruiting
specialists and all related recruiting costs will be paid solely by
REPRESENTATIVE; however, REPRESENTATIVE shall indemnify and defend
ILTexas–Global (and its affiliates, successors and assigns) for any and all
claims that may arise from or be related to the activities of such
Representatives.
b. ILTEXAS – GLOBAL will provide REPRESENTATIVE with its electronic versions
of promotional materials, such as brochures and catalogues, to be used in
REPRESENTATIVE’s marketing efforts to promote ILTEXAS –GLOBAL’s
programs outside the United States.
c. ILTEXAS – GLOBAL will admit qualified students recruited by
REPRESENTATIVE from foreign countries, subject to and in accordance with
ILTEXAS – GLOBAL policies, procedures, space availability and other
requirements as established by ILTEXAS – GLOBAL.
d. As the collaboration proceeds successfully, ILTEXAS – GLOBAL and
REPRESENTATIVE may collaborate on additional projects outside the United
States, such as, for example, a student training center.

5. Fees and Compensation to REPRESENTATIVE

a. Students’ parents or legal guardians recruited by REPRESENTATIVE from
outside the United States will be paying ILTEXAS – GLOBAL US$40,000 per
student per year, which covers tuition, room, board, computer, health
insurance, the spring U.S. History Field Trip, cell phone, and uniforms.
ILTEXAS – GLOBAL agrees to pay REPRESENTATIVE US$7,000 per
successfully enrolled and fully paid student recruited by REPRESENTATIVE for

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 each year that the student is enrolled and fully paid. This amount increases to
US$8,000, beginning with the 21ST successfully enrolled and fully paid student
recruited by REPRESENTATIVE. For students enrolled for less than the full
school year (usually, this means students who enroll for the Spring Semester),
the REPRESENTATIVE will receive a prorated amount based on school days
the student will attend.
b. Beginning Fall semester 2017, ILTEXAS – GLOBAL will offer the Day School
option for students who wish to opt out of the dormitory option. Students’
parents or legal guardians recruited by REPRESENTATIVE from outside the
United States will be paying ILTEXAS – GLOBAL US$29,000 per student per
year, which covers tuition, computer, health insurance, textbooks, and the
spring U.S. History Field Trip. ILTEXAS – GLOBAL agrees to pay
REPRESENTATIVE US$4,800 per successfully enrolled and fully paid
student recruited by REPRESENTATIVE for each year that the student is
enrolled and fully paid. For students enrolled for less than the full school year
(usually, this means students who enroll for the Spring Semester), the
REPRESENTATIVE will receive a prorated amount based on school days the
student will attend.
c. In order to be paid, REPRESENTATIVE shall send an invoice to ILTEXAS –
GLOBAL. REPRESENTATIVE may send the invoice on any date on or after the
first day of ILTEXAS – GLOBAL’s School Year. ILTEXAS – GLOBAL will pay the
amount within thirty (30) days after ILTEXAS – GLOBAL has received the
invoice.

6. Term of Agreement
This Agreement shall be effective upon signing and shall be effective for five (5) years.
The parties may agree to extend this Agreement by mutual consent in writing. The parties
understand that as a result of a change to government or other regulatory body policy, this
Agreement may be terminated or could cause the parties to immediately end the
Agreement. Upon the termination of this Agreement under such circumstances, both
parties shall use their best efforts to work together in good faith to ensure a smooth
transition for all currently admitted students. Either party may terminate this agreement for
any reason or no reason upon 30 days’ prior written notice.

7. License Grants by ILTEXAS – GLOBAL

ILTEXAS – GLOBAL grants REPRESENTATIVE a limited, revocable and non-exclusive
license to promote ILTEXAS – GLOBAL’s services to, market ILTEXAS – GLOBAL’s
services to, and recruit students outside the United States. Use of ILTEXAS – GLOBAL’s
intellectual property by REPRESENTATIVE will be pursuant to a separate written license
agreement executed by REPRESENTATIVE and ILTEXAS – GLOBAL.

8. Applicable Law and Courts

Any dispute or claim between the parties arising under or relating to the subject matter of
this Agreement:
(a). If litigated in the United States, shall be governed by U.S. law and the laws of the
state of Texas and shall be decided in the courts in Dallas County, Texas;
(b) If litigated in the territory where REPRESENTATIVE operates, shall be governed by
the law of that Territory and shall be decided in the courts of that Territory.
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 (c) NEITHER THIS AGREEMENT, NOR ANY PART THEREOF, NOR ANY DISPUTE
ARISING HEREUNDER, IS SUBJECT TO ARBITRATION.

9. Indemnification and Risk of Loss

REPRESENTATIVE shall defend, indemnify and hold ILTEXAS – GLOBAL and its officers,
directors and employees harmless from any and all claims, liabilities, losses, damages, and
costs resulting from the action or inaction of REPRESENTATIVE or its owners, directors,
employees, or representatives. Each Party agrees to provide the other Party with written
notice in the event facts or circumstances arise that indicate a reasonable possibility of
litigation with any third party that is relevant to any rights, obligations, responsibilities or
duties of any Party under this Agreement.

10. Warranties
Each Party warrants, to the best of its knowledge, that it has the authority to enter into the
Agreement and to perform its obligations set forth herein.

11. Confidential Information

Each party agrees subject to the terms of this Agreement not to use or disclose to any third
party, except for the purpose of performing this Agreement or as required by applicable law,
court order or subpoena, any business and technical information of the other party which, in
the exercise of reasonable judgment, should be recognized by such party as confidential
(“Confidential Information”).

12. Nondiscrimination
Each party shall be separately and independently responsible for compliance with all federal
and state laws, including nondiscrimination laws.

13. Independent Contractor

The relationship between the parties to this Agreement extends only and is limited to the
rights and obligations under this Agreement and nothing herein shall be construed to
constitute any party, the REPRESENTATIVE, officers, directors, partner or any owner, of
any other party or in any other manner to limit the parties in carrying on any of its respective
businesses or activities other than the activities included within the scope of this
agreement. In the performance of their respective duties and obligations under this
Agreement, each party is an independent contractor, and neither is the agent, employee, or
servant of the other, and each is responsible only for its own conduct. Nothing herein shall
be construed to create or constitute a joint venture.

14. Notice
Any notice under this Agreement shall be directed to:

ILTEXAS – GLOBAL:
Eddie Conger, CEO
International Leadership of Texas – Global
1820 North Glenville Drive, Suite 100
Richardson, TX 75081

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REPRESENTATIVE: [Insert Legal Name, Address, Entity Type, Status]

___________________________

___________________________

___________________________

___________________________

15. Severability
In the event any provision of this Agreement shall be held invalid or unenforceable for any
reason, such invalidity or unenforceability shall not affect any other provision of this
Agreement, and the parties shall negotiate in good faith to modify the Agreement to
preserve (to the extent possible) their original intent. If the parties fail to reach a modified
agreement within thirty (30) days after the relevant provision is held invalid or
unenforceable, then this Agreement shall be construed such provision were deleted by
agreement of the parties.

16. Entire Agreement

This Agreement and any exhibits and addenda hereto constitute the complete agreement
between the parties and supersede all previous and contemporaneous agreements,
proposals, or representations, written or oral, concerning the subject matter of this
Agreement. Neither this Agreement nor an exhibit or addendum may be modified or
amended except in a writing signed by a duly authorized representative of each party. No
other act, document, usage, or custom shall be deemed to amend or modify this Agreement
or an exhibit or addendum.

20. Immunity
Nothing herein shall constitute a waiver of any immunity ILTEXAS – GLOBAL is
entitled to under Texas law.

In witness whereof, the parties sign below. Each person who signs represents that he or
she is authorized to bind the entity for which that person signs.

Date: ____________________________

International Leadership of Texas - Global

By ______________________________
signature

ILTexas Global Signatory

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_________________________________
Printed Name of ILTexas Global
Signatory

_________________________________
Title of ILTexas Global
Signatory

REPRESENTATIVE

By

_____________________________
signature

_______________________________
printed name

Date: ____________________________