Learning Partner Agreement

Learning Partner Agreement
To register as a Cisco Learning Partner with Cisco, your company must accept the terms and conditions of this
Cisco Learning Partner Agreement (the "Agreement").
This Learning Partner Agreement (the “Agreement”) is between the company identified in the signature block below
(“Learning Partner”) and Cisco Systems, Inc., a Delaware corporation, having its principal place of business at 170
West Tasman Drive, San Jose, California 95134 (“Cisco”), Cisco Systems International B.V., a company organized and
existing under the laws of the Netherlands having its principal place of business at Haarlerbergpark, Haarlerbergweg
13-19, 1101 CH Amsterdam, The Netherlands, and Cisco International Limited, registered in England and Wales
(Company Number 06640658), having a principal place of business at 9-11 New Square Park, Bedfont Lakes, Feltham,
England TW14 8HA, United Kingdom. This Agreement shall become effective on the date that the Learning Partner,
through its authorized representative, has signed this Agreement (the “Effective Date”). Notwithstanding the
foregoing, in the event Learning Partner fails to meet the partner registration requirements, Cisco shall notify
Learning Partner via electronic or other written notification and this Agreement does not come into effect. Where
there was a prior Cisco Learning Partner Agreement between Cisco and Learning Partner, such prior agreement shall
stand terminated as of the Effective Date and all rights, responsibilities, warranties and obligations incurred after
the Effective Date shall be deemed to be incurred and accepted pursuant to the terms of this Agreement.
“Cisco” means the Cisco entities listed above, provided however, that for the purposes of Learning Partner’s rights
and Cisco’s obligations and liabilities under this Agreement, the Cisco entity which accepts each order, either directly
or through an Authorized Agent (as defined below), from Learning Partner shall be the applicable entity and this
Agreement shall be construed, for such purposes, as if entered into by Learning Partner and such entity only.
Together, Cisco and Learning Partner may be referred to individually as the “Party” and together as the “Parties.”
CISCO CONFIDENTIAL Page 1 of 27

Learning Partner Agreement DocuSign Version 2.0
October 1, 2023
Learning Partner Agreement Terms and Conditions
1. DEFINITIONS.
1.1. Affiliate means, with respect to Learning Partner, any corporation, firm, partnership or other entity
directly or indirectly controls, or is controlled by, or is under common control with Learning Partner.
1.2. Authorized Agent means a third party with which Cisco has contracted to support or perform Cisco’s
ordering, fulfillment, billing, collection, and reporting functions under this Agreement.
1.3. Authorized Area means the geographic area(s), as defined in the operational guidelines within Program
Requirements, wherein the Learning Partner is authorized to market, advertise, announce and deliver (i)
private enrollment Training Courses; (ii) public open enrollment Training Course(s) and (iii) Training
Materials associated with the Training Courses.
1.4. CAG means the Cisco course administration guide which provides the CCSI with necessary information to
administer a course and lists the course certification requirements the CCSI must meet.
1.5. Certified Cisco Systems Instructor or CCSI means an individual who has been certified by Cisco as an
instructor, remains in good standing, and is currently sponsored by a Cisco Learning Partner in good
standing.
1.6. Cisco.com means the Cisco website, currently located at www.cisco.com.

1.7. Cisco Branded means a Cisco Product or a Cisco Service bearing a trademark or service mark of Cisco
Systems, Inc. or any Cisco Affiliate.
1.8. Cisco Content means (a) materials provided by Cisco, directly or indirectly, to Learning Partner for the
purpose of providing training and related services, including but not limited to courses and course
materials, software, training manuals, guides, books and materials; (b) other materials provided by Cisco,
directly or indirectly, to Learning Partner to provide Cisco related training; (c) certain Cisco Marks (defined
below); and (d) the visual appearance and “look and feel” of displays, animation, menus, layouts, user
interfaces, graphics and other copyrightable elements.
1.9. Cisco Learning Credit(s) means a credit issued by Cisco in a particular amount that can be applied by an
End User toward the purchase of Training Offerings and redeemed only by Cisco.
1.10. Cisco Learning Partner or CLP means any party (other than Cisco) to a then-current, valid CLP Agreement.
The CLP must meet the criteria established by Cisco for the Program, and remain in good standing for the
Term of the Agreement. A CLP is authorized by Cisco to offer official technical, product and/or solutions
training using CCSIs, depending on Program Requirements, in the Authorized Area. CLP categories
include, but are not limited to, Cisco Learning Partners, and Platinum Learning Partners.
1.11. Cisco Learning Partner Website means the Cisco Learning Partner website, currently located at
www.cisco.com/go/learningpartner.
1.12. Cisco Learning Store means the Authorized Agent’s online commerce portal under which Learning
Partners who have a Direct Purchase relationship may purchase Training Courses and Training Materials.
1.13. Cisco Marks means Cisco’s trademarks, trade names, service marks, service names, logos or trade dress.

October 1, 2023
1.14. Cisco Products means, individually or collectively as appropriate, Hardware, Software and
Documentation listed on the then-current Price List.
1.15. Cisco Services are any Cisco maintenance or technical support and any other services purchased by a
customer and performed or to be performed by Cisco.
1.16. Confidential Information means confidential information received by Cisco or Learning Partner in
connection with this Agreement or their relationship and which is either: (i) conspicuously marked as
confidential, proprietary or the like; or (ii) if disclosed orally, is clearly identified as confidential,
proprietary or the like at the time of oral disclosure and is confirmed as confidential, proprietary or the
like in writing within 14 days by the disclosing party; or (iii) information (either disclosed orally or in
writing or other tangible form) which by its nature and/or the circumstances surrounding its disclosure
ought reasonably be considered to be confidential or proprietary in nature. Such Confidential
Information includes, but is not limited to, trade secrets, know how, inventions, techniques, processes,
programs, schematics, software source documents, data, customer lists, financial information, and sales
and marketing plans or information, as well as, in the case of Cisco, any information posted on Cisco.com
(to the extent such information is not publicly accessible).
1.17. Derivative Work means any modification or enhancement, in any format, that is based on (or derived
from) the Work for the sole purpose of creating a Cisco Derived Course and for which the editorial
revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of
authorship. For the purposes of this Agreement, Derivative Works shall not include modifications or
enhancements that remain separable from, or merely link (or bind by name) to the interfaces of, the
Work and Derivative Works.
1.18. Direct Purchase means the Learning Partner has been granted the right to purchase Training Courses and
Training Materials directly from Cisco via an Authorized Agent under this Agreement.
1.19. End User means a purchaser that: (i) has acquired Training Courses and /or Training Materials for its own
internal use and not for resale, and (ii) is identified as such purchaser by Learning Partner.
1.20. Force Majeure Event means an event beyond the affected party’s reasonable control, including (without
limitation) accidents, severe weather events, acts of God, actions of any government agency, epidemic,
pandemic, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
1.21. ILT Offering means an instructor-led Training Course delivered by a CCSI in a physical, virtual or simulated
classroom environment. Any recording, including video recordings, of an ILT Offering that will be
distributed is subject to the Derivative Works process outlined in the Derivative Works Program
Requirements prior to distribution.
1.22. Intellectual Property means any intangible asset that consists of human knowledge and ideas. Some
examples are patents, copyrights, trademarks and software.
1.23. Intellectual Property Rights means, collectively, all of the following worldwide intangible legal rights,
whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed,
issued or acquired: patents, patent applications and disclosures, copyrights, trade secrets, moral rights,
mask work rights, know-how, trademarks, trade names, service marks, service names, logos or trade
dress and all other proprietary or intangible rights.
1.24. Lab means the use of Cisco Products as a practical aid to the learning experience that results in the End
User handling, configuring, programming, or otherwise manipulating Cisco Product in a physical, remote
or simulated environment as part of, or separate from, the Training Course.

October 1, 2023
1.25. Non-Genuine Products are any and all products, content, training courses, or course materials: (i) to
which a Mark or other Cisco trademark or service mark has been affixed without Cisco’s consent; (ii) that
have not been manufactured by Cisco or Cisco Technologies, Inc. (“CTI”) or by a licensed manufacturer of
either Cisco or CTI in accordance with the applicable license; (iii) are produced with the intent to
counterfeit or imitate a genuine Cisco Product or Training Course or Training Materials; or (iv) whose
form of copyright notice, trademark, logo, confidentiality notice, serial number or other product identifier
has been removed, altered, or destroyed.
1.26. Partner Developed Course means any course or course materials (other than a Cisco Standard Course, a
Cisco Customized Course, a Cisco Licensed Course, a Cisco Derived Course, or Training Materials) that is
or has been created or developed by or for Learning Partner, other than pursuant to the terms of this
Agreement.
1.27. Partner Fees means the fees to be paid to Cisco by Learning Partner with respect to Training Courses,
Training Materials and Labs.
1.28. Personal Data or personal data means any information that is about, or can be related to, an identifiable
individual. It includes any information that can be linked to an individual or used to directly or indirectly
identify an individual, natural person. Personal Data shall be considered Confidential Information
regardless of the source.
1.29. Platinum Learning Partners means those Learning Partners which meet a set of criteria for advanced or
specialized status placement with additional or different rights and obligations through the Program.
1.30. Program means the suite of programs, policies and procedures at www.cisco.com/go/learningpartners
made available to CLPs, including but not limited to Derivative Works Program Requirements, and other
such programs and any future programs made available by Cisco.
1.31. Program Requirements means the eligibility, compliance, continued adherence, and operational
requirements with which CLPs must comply to remain in the available Programs as further described at
the website located at www.cisco.com/go/learningpartners, incorporated herein by reference.
1.32. Royalties means all fees, including licensing and royalty fees, to be paid to Cisco by Learning Partner with
respect to any Intellectual Property, proprietary rights and technologies which are required for Learning
Partner’s use of the Cisco Content.
1.33. Site means a physical location designated by the Learning Partner and agreed to by Cisco where services
are to be performed. Learning Partner must have a physical, non-residential office where customer-
facing meetings will be conducted, which is where the Learning Partner handles the day-to-day
operations of its business. A physical, non-residential location must be recorded in the Cisco Learning
Partner Management System (“LPMS”) as the Learning Partner’s primary place of business.
1.34. Software means any software and all related documentation provided by Cisco for delivery of Training
Courses or Cisco Content under this Agreement, including, but not limited to Cisco’s software platforms
and applications.
1.35. Term means the period specific in Section 14 (Term and Termination) of this Agreement.
1.36. Training Course(s) means a Cisco Standard Course, Cisco Customized Course, Cisco Licensed Course, or a
Cisco Derived Course as defined below. Training Courses are delivered as (i) ILT Offerings, or (ii) self-paced
e-learning and pertain to Cisco Products and/or Cisco solutions, technology, or methodology. Training

October 1, 2023
Courses must be delivered through Cisco’s secure digital platform, except as otherwise approved in a
Program Requirements, and use the materials specified by Cisco.
1.36.1. Cisco Standard Course means any course pertaining to Cisco Products and/or solutions taught
in a format and using the materials specified by Cisco.
1.36.2. Cisco Customized Course means Cisco Content which Cisco has customized for a specific
market or End User.
1.36.3. Cisco Licensed Course means any non-Cisco work or course for which Cisco has been granted
a license to distribute to Learning Partner by a third party.
1.36.4. Cisco Derived Course means any work or course created by or for a Learning Partner approved
to participate in the Derivative Works program (including without limitation any collective works,
compilations, condensations, editorial revisions, annotations, elaborations, translations, derivative
works or modifications of the Cisco Content) solely for End Users which includes any material created
by or for such Learning Partner pursuant to the Derivative Works Program and which incorporates,
modifies or includes any portion of the Cisco Content. Cisco Derived Courses must be delivered in
accordance with the Derivative Works Program Requirements.
1.37. Training Materials shall mean all materials containing Cisco Content provided by Cisco to Learning
Partner, including digital kits, such as student guides and lab guides, for delivery of all applicable Training
Courses to End Users. Training Materials must be delivered through Cisco’s secure digital platform,
except that Training Materials approved via the Derivative Work approval process shall be delivered in
accordance with the Derivative Works Program Requirements.
1.38. Training Offering(s) means the Cisco approved portfolio of items which may be eligible for redemption
with Cisco Learning Credits.
1.39. Unauthorized Cisco Product means any genuine Cisco Product, Cisco Service, Cisco Content, Training
Course, or Training Material that Learning Partner purchases or acquires from, either directly or
indirectly, any party other than Cisco and/or an Approved Source, or sells to any party other than an End
User. Unauthorized Cisco Products do not include Non-Genuine Products.
1.40. U.S. Federal Government means an executive, legislative or judicial branch agency of the United States
Government or a U.S. Government corporation that was specifically formed and is currently existing
under an Act of Congress, as well as any government-owned, contractor-operated (“GOCO”) facilities and
establishments.
1.41. Work shall mean the work of authorship, in any form or format, made available under this Agreement,
as indicated by a copyright notice that is included in or attached to the work.
2. CISCO AUTHORIZATION RULES.
2.1. Cisco Authorization. Subject to the terms and conditions set forth in this Agreement, and during the Term
of this Agreement, Cisco authorizes Learning Partner to purchase and/or license Training Courses and
Training Materials only from an Authorized Agent and to offer, resell and deliver such Training Courses
and Training Materials directly to End Users within the Authorized Area.
2.2. No Solicitation or Distribution Outside the Authorized Area. Learning Partner agrees not to solicit Training
Course or Training Material orders, engage salespersons, deliver, or establish other distribution
capabilities, including through Affiliates, outside of the Authorized Area.
October 1, 2023
2.3. Sales to End Users. Learning Partner certifies that it is acquiring the Training Courses and Training
Materials solely for resale to End Users, in accordance with this Agreement. Learning Partner will not
resell, license, sublicense or distribute Training Course or Training Material to (i) Affiliates, or (ii) other
CLPs, whether or not such other CLPs are authorized by Cisco or by any other source to resell or license
Training Courses or Training Materials, or (iii) any other entity or individual other than an End User.
Notwithstanding the above, Learning Partner may resell Training Courses and Training Materials to any
other Cisco-authorized registered partner of Cisco products or services in the Authorized Area, provided
that such other registered partner is purchasing and using such Training Courses and Training Materials
strictly as an End User and strictly for its internal use in the Authorized Area.
2.4. Unauthorized Cisco Products. Learning Partner acknowledges that the purchase and Resale of Non-
Genuine or Unauthorized Cisco Products are not within the scope of this Agreement and Learning Partner
is not entitled to the rights granted herein with respect to the resale of such Non-Genuine or
Unauthorized Cisco Products.
2.4.1. If Cisco determines that Learning Partner has Resold and/or redistributed Unauthorized Cisco
Products purchased from Unauthorized Sources, then Cisco may, at Cisco's sole discretion, do one
or more of the following: (1) audit Learning Partner's purchase and resale records of Product and
relevant records pursuant to Section 9, (2) invoice Learning Partner for all reasonable costs
incurred by Cisco in its performance of the Audit, (3) suspend all Product shipments to Learning
Partner, and (4) terminate this Agreement pursuant to Section 14 below.
2.4.2. For purposes of this Section 2.4, Product includes Cisco Content, Cisco Training Courses, and
Cisco Training Materials.
2.5. Government Sales.
2.5.1. For Government sales in which Learning Partner’s Authorized Area does not include the United
States:
2.5.1.1. Schedule Contracts. Learning Partner shall not, without the express prior written consent
of Cisco, deliver or sell, either directly or indirectly, any Training Courses or Training
Materials to any agencies, departments or entities (whether or not within the Authorized
Area) which either form part of, or are subject to the procurement requirements of, the
federal government or any state or municipal government of any of the United States of
America (including, for example, but without limitation, embassies, military bases, etc.) or
to any other government entity within the Authorized Area.
2.5.1.2. Government Terms. Cisco does not accept any government flow-down provisions, whether
for resale or internal use. Further, Cisco will not provide any government-required
representations or certifications to Learning Partner or any of Learning Partner's End Users.
Notwithstanding the foregoing, Learning Partner may Resell Products and Services to federal, state,
provincial and local governments within the Authorized Area, subject to this Agreement and the
applicable Cisco qualification and eligibility requirements, including Cisco's aforementioned
disclaimers of supply representations or government flow-downs.
2.5.2. For Government sales in which Learning Partner’s Authorized Area does include the United States:
2.5.2.1. Restrictions. Learning Partner may only resell and deliver Training Courses and Training
Materials to the U.S. Federal Government End User as expressly authorized in this
Agreement.

October 1, 2023
2.5.2.2. Schedule Contracts. With respect to US General Services Administration (“GSA”), California
Multiple Award Schedule ("CMAS"), and other schedule contracts, Learning Partner is
prohibited from placing Training Courses and Training Materials on Learning Partner's GSA,
CMAS, or any other schedule contract(s), or from reselling under any of these schedule
contracts.
2.5.2.3. Acceptable Contracts. Learning Partner may resell and deliver Training Courses and Training
Materials through U.S. Federal Government IDIQ (Indefinite Delivery Indefinite Quantity)
contracts or other U.S. Federal Government prime contracts.
2.5.2.4. Government Terms. Cisco does not accept any government flow-down provisions, including
but not limited to, the United States Government Federal Acquisition Regulations ("FARs")
and its supplements, Defense FARs, or NASA FARs, whether for Resale or Internal Use.
Further, Cisco will not provide any government-required representations or certifications
to Learning Partner or any of Learning Partner’s End Users.
2.5.2.5. Trade Agreements. Learning Partner acknowledges that the Trade Agreements Act, 19
U.S.C. §2511 et seq., and its implementing regulations (collectively, the "TAA") limit the
ability of the federal government to purchase items produced outside the United States and
certain designated countries. Learning Partner acknowledges that not all Cisco items are
produced in the United States or designated countries and that only certain items
specifically identified by Cisco ("Designated Country Items") are certified as being produced
in the United States or designated countries. If Learning Partner undertakes to sell items
other than Designated Country Items to the federal government, Learning Partner accepts
sole responsibility for ensuring that such sales comply with the Federal Government’s
requirements.
2.5.2.6. At the request of Cisco, Learning Partner may be asked to enroll in and meet the eligibility
requirements of Cisco’s U.S. Federal Authorization process managed by Cisco or its
designee.
3. JOINT OBLIGATIONS.
3.1. Learning Partner agrees to:
3.1.1. Deliver Training Courses to standards and qualifications required by Cisco. Unless otherwise
agreed to by Cisco in writing, Learning Partner must utilize Cisco Labs with the applicable Training
Courses. Labs must be available from Learning Partner to all End Users, and may be either physical
on-site, remote, or simulated.
3.1.2. Comply with the Certified Cisco Systems Instructors requirements in Section 2 (Certified Cisco
Systems Instructors) below.
3.1.3. Use only Training Materials for the delivery of Training Courses. Learning Partner shall allocate
one set of the Training Materials required by Cisco for that Training Course per End User student
attending the course.
3.1.4. Order Training Material and Training Courses through the Cisco Learning Store for distribution of
the Training Materials (Direct Purchase only). When purchasing Training Materials and Training
Courses through the Cisco Learning Store, either prepay (by wire transfer or credit card) or, upon
credit approval from Cisco, establish an open purchase order (“PO”) arrangement with an
Authorized Agent, which operates the Cisco Learning Store on Cisco’s behalf, or generate a
separate purchase order for each order.

October 1, 2023
3.1.5. Learning Partner shall adhere to the policies and guidelines set forth at
https://learningnetwork.cisco.com/s/article/program-guidelines-and-policies.
3.1.6. Maintain fully up-to-date records in the Learning Partner Management System (“LPMS”) and
Partner Self Service (“PSS”) and/or any other tools required by Cisco to store Partner profile
information. Systems must be updated by the Learning Partner within ten (10) business days of
any change.
3.1.7. Allocate Training Courses and Training Materials only within the Authorized Area.
3.1.8. Provide End User student registration information as outlined in the Program Requirements and
subject to Applicable Laws.
3.2. Cisco agrees to:
3.2.1. Create and update Training Materials.
3.2.2. Administer, maintain and market the Program.
3.2.3. Develop and administer CCSI certification.
3.2.4. Require CCSI to accept the applicable Certified Cisco Systems Instructor and Instructor Candidate
agreement(s).
3.2.5. Provide access to marketing information on Cisco.com about Learning Partners and their Cisco
Training Courses, schedules, locations, and contact information.
3.2.6. Provide applicable Training Materials within the Authorized Area as needed.
3.3. For clarification purposes, the purchase of Cisco hardware or Cisco software is not contemplated under
this Agreement and Learning Partner may purchase from either i) Cisco under a separate purchase
agreement or ii) from a Cisco authorized distributor or reseller, with any applicable discounting as agreed
between Learning Partner and the entity from which it is purchasing.
3.4. CERTIFIED CISCO SYSTEMS INSTRUCTORS.
3.4.1. Learning Partner is required to sponsor and use Certified Cisco Systems Instructors in accordance
with this section and all other references to CCSIs in this Agreement. It will be the responsibility
of the Learning Partner to ensure the CCSIs and CCSI candidates it sponsors are in compliance with
CCSI program documents.
3.5. ROYALTY REPORTING.
3.5.1. Royalty Reporting. In addition to meeting all payment obligations, Learning Partners must disclose
royalty reporting and payment activity for all works provided to support the application for this
elective, consistent with the Derivative Works process described in the Program Requirements.
3.6. PRIVATE ILT OFFERINGS.
3.6.1. Private ILT Offerings. “Private ILT Offerings” are defined as instructor led training offerings that
are non-public, have closed attendance, and are delivered on specific customer demand. They
are taught with a CCSI and utilize Training Materials. Learning Partner may deliver Private ILT
October 1, 2023
Offerings outside of their assigned Authorized Area with prior Cisco approval, provided that
Learning Partner remains compliant with Applicable Laws. Public solicitation or advertisement for
any such offering is prohibited.
3.7. PROBATION.
3.7.1. Probation. Learning Partners, which at any time are in violation of the Program Requirements,
may be placed on probation by Cisco. The Learning Partner will be notified of the deficiencies
which require remediation. The Learning Partner is required to provide a written action plan to
Cisco for review and approval within five (5) working days of receipt of the notification. The action
plan will include all actions required to remediate the deficiencies and the timelines for each such
remediation.
3.7.2. Probation Period. The probation period will be for a period of ninety (90) days from the date of
notification. During the probation period, Cisco may: (i) monitor Learning Partner’s progress, (ii)
assess whether Learning Partner is achieving the goals of the action plan and (iii) provide Learning
Partner with an assessment of any weaknesses or short-comings it sees. During the probation
period, Learning Partner may be prohibited from any benefits normally available to it.
3.7.3. Effect. At the end of the ninety (90) days, the Learning Partner will be evaluated and measured
against the deficiencies in the notification and compliance with the action plan. The evaluation
may result in: (i) the Learning Partner remaining at its current status, (ii) the Learning Partner
being downgraded to a lower level Learning Partner status, (iii) the Learning Partner being
removed from specific Program(s), or (iii) termination of the Agreement with immediate effect,
as if this is an event that is incapable of remedy, in accordance with Section 14 (Term and
Termination) of the Agreement.
3.8. ADVERTISING.
3.8.1. Learning Partner Status. A company seeking Learning Partner status may not advertise as having
Learning Partner status, or represent, imply or create the false impression that Cisco has given the
company such Learning Partner status before approval is provided by Cisco. Such unapproved
activities may jeopardize such company’s approval status.
3.8.2. Course Advertising. Proper Cisco course names and version numbers for Training Courses and
Training Materials must be used in all advertising.
4. OWNERSHIP AND GRANT OF RIGHTS.
4.1. Ownership. Subject to Section 6.2 (Ownership) of the Derivative Works section, Cisco, or its licensors,
own all right, title and interest in and to all Cisco Content, Training Courses, Cisco Products, Training
Materials, Software, Work, Cisco.com website, Cisco Marks, Programs, and related information, content,
data, exams, materials, and all copyrights, patent rights, trademark rights and other proprietary rights
therein (collectively “Cisco Proprietary Information”). All rights in Cisco Proprietary Information are
expressly reserved to Cisco. Learning Partner shall take any and all steps reasonably required to preserve
Cisco’s rights in and to the Cisco Proprietary Information and shall not take any action to undermine or
otherwise impair such rights. Cisco may pursue all available remedies to protect Cisco Proprietary
Information, which may include prosecution to the maximum extent possible under applicable laws and
to seek, to the fullest extent of applicable law, civil and criminal penalties.
4.2. License Grant. Cisco hereby grants to Learning Partner a nonexclusive, nontransferable license during the
Term of this Agreement to:
October 1, 2023
4.2.1. deliver Cisco Standard Courses, Cisco Customized Courses, and Cisco Licensed Courses
solely to End Users;
4.2.2. use Training Materials solely in conjunction with Training Courses and solely for use by
End Users;
4.2.3. use, publicly perform and publicly display the Cisco Content and/or the Cisco Products to
provide Training Courses solely to End User;
4.2.4. in the case of Learning Partners approved to participate in the Derivative Works program
enrolled in the Derivative Works Program, copy, modify and create Derivative Works of
the Cisco Content solely to create Cisco Derived Courses and deliver Cisco Derived Courses
solely to End Users; and
4.2.5. use and display the Cisco Marks solely in connection with Learning Partner’s activities
which are directly related to providing Training Courses and Training Materials to End
Users.
Notwithstanding the foregoing, the rights granted herein are limited to those Training Courses for which
Learning Partner has been qualified to deliver within the Authorized Area pursuant to the Program
Requirements and subject to Learning Partner’s payment obligations pursuant to the Agreement.
4.3. License Grant to Access and Use of Learning Intelligence Content. To the extent that Learning Partner
has been provided any information, including but not limited to, reports, End User data, analytics,
statistical data, learner progress and assessment results (individually and collectively referred to herein
as “Learning Intelligence Content”) in any format, Cisco hereby grants to Learning Partner a limited,
revocable, nonsublicensable license during the Term of this Agreement solely to review and use the
Learning Intelligence Content for the express purpose of (i) administration activities; (ii) offering
assistance to the End User; and (iii) sharing employee and contractor progress and assessment results
with the End User, provided the End User has purchased and made the Training Course available to its
employees and contractors and not otherwise. This license does not grant the Learning Partner the right
to resell any Learning Intelligence Content. In addition this license does not permit the commercial use
of the Learning Intelligence Content, except as expressly provided herein; any derivative use of the
Learning Intelligence Content; any downloading or copying of account information for the benefit of
another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The
Learning Intelligence Content or any portion thereof may not be reproduced, duplicated, copied, sold,
resold, visited, or otherwise exploited for any purpose, except as expressly provided herein.
4.4. Other Cisco Property. To the extent that Learning Partner has licensed or licenses or has purchased or
purchases any other Cisco hardware, software or Intellectual Property (collectively “Other Cisco
Property”), pursuant to any other agreement between Learning Partner and Cisco (collectively “Other
Agreements”), Cisco hereby grants to Learning Partner the rights to use, display and perform, as
applicable, such Other Cisco Property, solely in connection with those of Learning Partner’s activities that
are directly related to providing Training Courses to End Users, and subject to any restrictions imposed
by such Other Agreements.
4.5. No Other Licenses. Except as set forth above, nothing contained in this Agreement shall be construed as
conferring by implication, estoppel or otherwise any license or right under any trade secret, patent,
trademark, copyright or other Intellectual Property of Cisco or any third party. All licenses not expressly
granted by Cisco are reserved.
5. LICENSE RESTRICTIONS.
October 1, 2023
5.1. Cisco Marks. Learning Partner's use of any Cisco Marks shall be in accordance with Cisco’s copyright and
trademark policies as specified on: http://www.cisco.com/go/logo and amended by Cisco from time to
time. Learning Partner agrees not to attach to or combine with any Cisco Marks, any additional
trademarks, logos or trade designations, nor to remove, conceal, obscure, destroy, modify or alter any
Cisco Marks, Cisco copyright notices, product identification information or other notices or markings
placed by Cisco in or on the Cisco Content or the Cisco Products. Learning Partner shall not in any way
advertise, or promote, or otherwise make the Cisco Content, Cisco Standard Courses, Cisco Customized
Courses, Cisco Licensed Courses, or Cisco Products “look and feel” as if it did not originate from Cisco.
Learning Partner shall have no claim or right in the Cisco Marks.
5.2. Cisco Content. With respect to Cisco Content, except as otherwise expressly provided in this Agreement,
Learning Partner shall not print, reproduce or otherwise copy, in whole or in part, any of the Cisco
Content, or create a delivery which by its design, visual appearance and “look and feel” of displays, colors,
menus, layouts, user interfaces, graphics and other copyrightable elements makes it look as if it
originated from Cisco, or permit or encourage any third party to do so.
5.3. Software. With respect to any Software contained in the Cisco Content or Cisco Products, except as
otherwise expressly provided in this Agreement, Learning Partner shall not: (i) transfer, sublicense or
otherwise distribute such Software to any third party; (ii) modify or create derivative works of such
Software or permit any third party to do so; (iii) copy such Software, except that Learning Partner may
make a single backup copy of any Software to be used only in the event that the primary copy of the
applicable Software has been lost, destroyed, or is unavailable or inaccessible; or (iv) use such Software
in any manner to provide service bureau, time-sharing, rental, application service provider or other
computer services to third parties. Learning Partner shall not disassemble, decompile, reverse engineer
or otherwise try to determine or access the source code of any such Software or permit or encourage any
third party to do so. To the extent required by Applicable Law, Learning Partner may require Cisco to
provide technical information relating to such Software, provided that such information will be deemed
to be Confidential Information. Except as otherwise expressly provided in this Agreement, Learning
Partner’s use of any Software will be strictly in accordance with Cisco’s End User License Agreement
located at: https://www.cisco.com/c/en/us/about/legal/cloud-and-
software/end_user_license_agreement.html.
5.4. Partner Developed Courses. Learning Partner is not prohibited from offering Partner Developed Courses,
provided such courses do not contain any Cisco Content or any portion or derivative thereof, nor any
Cisco Products or materials created by or for Cisco relating to such products or any portion or derivative
thereof and such Partner Developed Courses are provided by Learning Partner as part of carrying on its
standard course of doing business not related to the subject matter of this Agreement. Notwithstanding
any other provision of this Agreement, Learning Partner shall not use any Cisco Marks in conjunction with
the offering of Partner Developed Courses. Learning Partner shall not make any statement or take any
action which states, suggests or implies that a Partner Developed Course is sponsored, certified,
authorized, endorsed or otherwise approved by Cisco (including but not limited to Learning Partner’s
disclosure of its Cisco partner status in connection with Learning Partner’s offering of a Partner Developed
Course).
6. DERIVATIVE WORKS.
6.1. Program Requirements. Learning Partners seeking approval to create Derivative Works must adhere to
the Cisco LP Policies and Guidelines document and follow the process established in the Program
Requirements.
6.2. Ownership. Cisco shall own all right, title and interest in and to the Cisco Derived Course, subject to
Learning Partner’s ownership of Learning Partner’s Intellectual Property Rights that may be incorporated
October 1, 2023
into or used as part of the Cisco Derived Course, provided Learning Partner has been approved to
participate in the Derivative Works program.
6.3. Use. Learning Partner may deliver Cisco Derived Course only directly, or indirectly if authorized by Cisco
in writing, to End Users. Cisco Derived Courses shall be delivered only by CCSIs who have met each
applicable Cisco Derived Course certification.
6.4. Duration. Cisco Content is authorized for use in an approved Cisco Derived Course for a limited period of
time, not to exceed twelve months unless otherwise specified in the Derivative Works Program
Requirements. Learning Partner is not authorized to use Cisco Derived Course beyond the specified
expiration date.
6.5. Review and Archival. Except as otherwise set out in the Derivative Works Program Requirements, a
Learning Partner approved to participate in the Derivative Works program will provide Cisco with a copy
of each Cisco Derived Course, in a form and in a manner as prescribed by Cisco, promptly after such Cisco
Derived Course is created, for Cisco’s review and approval prior to the delivery, or release of such Cisco
Derived Course to any End User. Approval of a Cisco Derived Course is at the sole discretion of Cisco.
Learning Partner will provide Cisco with the final, approved Cisco Derived Course in a format as requested
by Cisco.
6.6. Royalties. Royalties to be paid by Learning Partners for the licensing of Cisco Content are due in in
accordance with the requirements identified in Section 7 (Pricing and Payments).
6.7. Grant of Rights. Where a Cisco Derived Course contains Learning Partner’s Intellectual Property Rights,
Learning Partner hereby grants Cisco an irrevocable, perpetual, nonexclusive, nontransferable, royalty-
free, fully-paid, worldwide right and license to use and to copy each such Cisco Derived Course for review
and evaluation purposes and to archive a final copy.
6.8. Enjoin. Learning Partner irrevocably and perpetually covenants that Learning Partner shall not seek to
enjoin and will not enjoin Cisco or any of Cisco’s Cisco Learning Partners, End Users, Cisco distributors,
resellers, customers or licensees from making, having made, using, selling, offering for sale, importing,
creating derivative works of, copying, publicly displaying, publicly performing or distributing any materials
or courses that are alleged to infringe Learning Partner’s rights in or to a Cisco Derived Course. Any claim,
proceeding or action (by Learning Partner) based on the alleged infringement of Learning Partner’s rights
in a Cisco Derived Course shall be limited solely to seeking money damages in the form of a reasonable
royalty.
6.9. Licensing. In the event Cisco is interested in sublicensing Cisco Derived Course, which contains Learning
Partner’s Intellectual Property, the Parties will work in good faith to define the rights around future use
of the Cisco Derived Course.
6.10. No Limitations. Learning Partner agrees and acknowledges that nothing contained in this Agreement shall
limit Cisco’s ability, in any way, to develop and create additional content or copyrightable works in the
future, irrespective of whether such content or works are similar to or compete with any work or course
created by Learning Partner pursuant to this Agreement; provided that such content does not infringe or
misappropriate any of Learning Partner’s Intellectual Property Rights.
7. PRICING AND PAYMENTS.
7.1. PRICING.

October 1, 2023
7.1.1. Partner Fees. Prices for Training Courses and Training Materials shall be those specified on the
Cisco Learning Partner resource portal. Learning Partner shall pay the Partner Fees, Royalties and
any other fees that become due as a result of Learning Partner’s activities under this Agreement.
Partner Fees, Royalties and other fees are non-refundable.
7.1.2. Royalties. Royalty and licensing obligations are generated from any form of Cisco Derived use or
any other form of Derivative Work. See the Derivative Works program documents for additional
information. Royalty amounts will be specified as part of the approval process within the
Derivative Works process and policies posted in the Program Requirements.
7.1.3. Other Fees. Any other fees or costs accrued by Learning Partner under this Agreement shall be
invoiced to Learning Partner by the Authorized Agent or Cisco.
7.1.4. Overpayment to Cisco. Any claims of overpayment of Partner Fees, Royalties and/or other fees by
Learning Partner to Cisco must be made in their entirety, including any evidence supporting the
claim, to Cisco within ninety (90) days of the date of such alleged overpayment.
7.2. PAYMENT TERMS AND CONDITIONS.
With respect to Partner Fees, Royalties and other fees, the following payment terms and conditions shall
apply.
7.2.1. All stated prices are exclusive of any taxes, fees and duties or other amounts, however designated,
and including without limitation value added and withholding taxes which are levied or based
upon such charges, or upon this Agreement. Taxes shall be paid by Learning Partner (except for
taxes based on Cisco’s income) unless Learning Partner shall present an exemption certificate
acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the
invoice, to the extent possible.
7.2.2. Cisco may elect to grant a line of credit, (or after two years of being a Learning Partner in solid
financial standing on credit card/wire) at its sole discretion, upon review of pertinent financial
documents, including, but not limited to the following
Minimum Required Documents

Profit and Loss Statement – Two (2) full years and current year to date
Balance Sheet – Two (2) full years and current year to date
Forecast - Anticipated quarterly sales volume for a minimum of four (4) quarters
Note: Additional documents may be required at Cisco’s discretion.
Upon credit approval by Cisco, payment terms shall be net thirty (30) days from the date of
invoice. If not approved, pre-payment is required. Cisco reserves the right to require advance
payment of any or all monies due for any or all products and services.
7.2.3. At Cisco’s sole discretion, any sum not paid by Learning Partner when due shall bear interest from
the due date until paid at a rate of (i) ten per cent per annum or (ii) the maximum rate permitted
by law, whichever is less. If at any time Learning Partner is delinquent in the payment of any
invoice or is otherwise in breach of the Agreement, Cisco may, at its discretion, and without
prejudice to its other rights, withhold delivery (including partial deliveries) of Training Courses, or
access to Training Materials or Labs of any order or may, at its option, require Learning Partner to
pay in advance for further shipments. In the event that Learning Partner fails to make any overdue
payment within ten (10) days following receipt of notice from Cisco or its Authorized Agent
October 1, 2023
requesting such payment, any and all licenses and rights in and to Cisco Content and any
Derivative Works thereof, granted to Learning Partner pursuant to the Agreement, shall
immediately terminate. All payments shall be made in United States Dollars.
7.2.4. Learning Partner is free to determine its sale prices unilaterally. Learning Partner understands
that neither Cisco nor any employee or representative of Cisco may give any special treatment
(favorable or unfavorable) to Learning Partner as a result of Learning Partner’s selection of sale
prices. No employee or representative of Cisco has any authority to determine Learning Partner’s
sale prices.
7.2.5. Learning Partner acknowledges that Cisco has established a relationship with an Authorized Agent
to support or perform Cisco’s ordering and/or fulfillment functions under this Agreement. Such
support may include order management, production, distribution, invoicing, collection and other
services Cisco requires to meet its obligations hereunder. Cisco shall be responsible if it chooses
to have the Authorized Agent fulfill some or all of its obligations, provided that Cisco shall not be
responsible for independent actions of the Authorized Agent or anything the Authorized Agent
may supply or commit Cisco to in the absence of express written authorization from Cisco.
8. AFFILIATES; RESPONSIBILITIES AND PROGRAM REQUIREMENTS.
8.1. Affiliates’ Compliance. Learning Partner shall require its Affiliates to comply with the terms and conditions
of this Agreement including the Program Requirements. Learning Partner hereby guarantees such Affiliates’
performance of the financial and other contractual obligations set forth in this Agreement and represents
and warrants that it is empowered to enter into this Agreement on behalf of such Affiliates, and to bind
(and does so bind) such Affiliates to the terms and conditions of this Agreement. Cisco may require one or
more Affiliates to execute an agreement with an affiliate of Cisco such that the legal relationship shall be
between Cisco’s affiliate and Learning Partner’s Affiliate. At the request of Cisco, Learning Partner will
immediately provide Cisco with Learning Partner's financial records in sufficient detail to allow Cisco to
determine the financial wherewithal of the Learning Partner and an organizational chart showing the
structure between the Learning Partner and Affiliate(s) to allow Cisco to enforce this Section against the
appropriate entity.
8.1.1. Each Affiliate must qualify for any certifications and specializations which Affiliate wishes to
exercise independently from the Learning Partner’s certifications and specializations.
8.1.2. Any breach by Learning Partner or by an Affiliate of (i) this Agreement, or (ii) any other agreement
with Cisco or a Cisco affiliate, shall entitle Cisco to terminate this Agreement and all other
agreements with Learning Partner or Affiliate in accordance with Section 14 (Term and
Termination).
8.1.3. The limit of liability set forth in this Agreement shall be deemed an aggregate limit of liability, not
per Affiliate, regardless of whether any Affiliate has executed a separate agreement with Cisco or
a Cisco affiliate permitting such Affiliate to perform under the terms of this Agreement.
8.1.4. In addition to Section 14, Cisco may terminate this Agreement upon twenty (20) days’ written
notice in the event it becomes known that (1) Learning Partner or an Affiliate of Learning Partner’s
direct or indirect parent has acquired or intends to acquire a controlling interest in a third party,
or (2) Learning Partner or its direct or indirect parent is to be acquired by a third party, or (3) a
controlling interest in Learning Partner or its direct or indirect parent is to be transferred to a third
party.
8.2. Responsibilities and Program Requirements.

October 1, 2023
8.2.1. Compliance. Learning Partner warrants it shall comply with the obligations set forth in Section 3
(Joint Obligations), Section 7 (Pricing and Payments), Section 12 (Compliance with Applicable Laws
Including Anti-Corruption Laws), and the Program Requirements for each unique Program under
which Learning Partner is eligible and elects to participate. Learning Partner must comply at all
times with Program Requirements in order to achieve and retain the benefits of the offer within
the Program. The Program Requirements are subject to change by Cisco upon thirty (30) days
prior notice, which may be via e-mail or posting on Cisco.com.
8.2.2. Program Status. The requirements for a Learning Partner to achieve Cisco Learning Partner status
under each unique Program is determined by Cisco. Cisco will electronically notify Learning
Partner of any status change (upgrade or downgrade) that results in Learning Partner becoming
eligible or ineligible under a specific Program. Upon notification, Learning Partner will begin
participation under its newly assigned status. An Affiliate of a Learning Partner does not
automatically qualify the Affiliate of the same status designation.
8.2.3. Removal. Learning Partners violating any of the Program Requirements terms and conditions are
subject to losing Program privileges, discounts, and possible removal from the Program.
8.2.4. Due Diligence. Learning Partner and its Affiliates must complete any due diligence or other
questionnaire provided by Cisco and must comply with such other due diligence or other
compliance requirements requested by Cisco in writing (except to the extent that compliance
would violate any Applicable Law, as defined in Section 12 (Compliance with Applicable Laws,
Including Anti-Corruption Laws)).
8.2.5. Non-Genuine Products and Unauthorized Products.
8.2.5.1. Learning Partner shall not acquire, use, promote or Resell Non-Genuine Products.
Additionally, Learning Partner shall notify Cisco promptly of the existence, or suspected
existence, of Non-Genuine Products in possession of or promoted by third parties, and
further agrees that it will, at Cisco’s request, assist Cisco to diligently pursue any action
against any third party in possession of or promoting Non Genuine Products. Learning
Partner shall not remove, alter, or destroy any form of copyright notice, trademark, logo,
confidentiality notice, serial number or other product identifier provided with any Product.
8.2.5.2. If Learning Partner acquires, uses, promotes or Resells Non-Genuine Products, Cisco may
take one or more of the following actions, at Cisco’s discretion: (i) invoice Learning Partner
for all reasonable costs associated with any audit pursuant to Section 9 below, and/or (ii)
require Learning Partner, within ten days of Cisco’s request, to recall and destroy all Non-
Genuine Products that Learning Partner has sold to End Users and replace such products
with legitimate, equivalent Products at Learning Partner’s expense, (iii) require Learning
Partner, within five days of receiving Cisco’s written request, to provide Cisco with all details
related to Learning Partner’s acquisition of all Non-Genuine Products, including without
limitation, its suppliers, shipping details and all buyers to whom Learning Partner resold
Non-Genuine Products, and (iv) terminate this Agreement by notice with immediate effect.
8.2.5.3. For purposes of this Section 8.2.5, Product includes Cisco Content, Cisco Training Courses,
and Cisco Training Materials.
9. AUDITS.
9.1. Learning Partner shall keep complete and accurate Records, in accordance with generally accepted
accounting principles, of each Product or Service purchased and deployed, Resold, or distributed by serial
October 1, 2023
number, including information regarding compliance with Cisco marketing and sales programs, Software
usage, and export or transfer. For purposes of ensuring compliance with this Agreement and Cisco policies
and programs, Learning Partner shall: (i) make the Records available for audit by Cisco or its independent
auditors upon seven days’ prior written notice, during regular business hours, at Learning Partner’s
principal place of business or such other of Learning Partner’s locations where Learning Partner may
maintain relevant records; and (ii) allow access to all relevant premises owned, controlled, or used by
Learning Partner. If Cisco requires information from an End User, Learning Partner agrees to use all
reasonable efforts to assist Cisco to obtain such information. Learning Partner additionally acknowledges
that from time to time Cisco or its independent auditors may conduct additional specific audits or require
Learning Partner to provide documentation on specific transactions. Such audits may include, without
limitation, investigations to prevent the acquisition, use, promotion or resale of Unauthorized or Non-
Genuine Products. It will be a material breach of this Agreement if Learning Partner does not cooperate
with audit requests, provide reasonable access to Records and facilities, and assist in obtaining
information from End Users. Learning Partner must promptly remedy any noncompliance, and bear all
costs, fees and expenses incurred in any audit that uncovers a breach of this Agreement by Learning
Partner.
“Records” include, but are not limited to: End User contact information and purchase orders; sales and
VAT invoices; equipment or service delivery notes and receipts; shipping and customs documents; and
documentation relating to Learning Partner Vendors (including transaction- or event-related documents,
due diligence records, and policies or procedures governing the use of Learning Partner Vendors).
10. CONFIDENTIALITY.
10.1. Learning Partner and Cisco acknowledge that they may each obtain Confidential Information in
connection with this Agreement and their relationship. The receiving party shall at all times keep in trust
and confidence all such Confidential Information, and may use such Confidential Information solely for
the purpose of furtherance of the business relationship between the parties as provided in this
Agreement.
10.2. Notwithstanding the above, Cisco shall be authorized to disclose Learning Partner’s Confidential
Information to contractors or employees of a Cisco entity who have a legitimate business need to have
access to such information.
10.3. Upon termination or expiration of this Agreement (for any reason and at any time), the receiving party
shall if so requested, immediately cease use of and return to the disclosing party or destroy all
Confidential Information (including all copies thereof) in the receiving party’s possession, custody, or
control, provided that the receiving party may keep archival copies for regulatory purposes and to enforce
its rights and subject to the obligations of confidentiality herein.
10.4. This Section 10 shall not apply to information which: (i) has entered the public domain except where such
entry is the result of the receiving party’s breach of this Agreement; (ii) was rightfully in the receiving
party’s possession prior to disclosure under this Agreement; or (iii) is obtained by the receiving party on
a non-confidential basis from a third party who has the right to disclose such information to the receiving
party.
10.5. The receiving party will be authorized to disclose Confidential Information as may be required by
applicable law pursuant to a valid order issued by a court or government agency or relevant regulatory
authority (including a stock exchange), provided that (unless prevented from doing so by the terms of
such order) the receiving party provides: (i) prior written notice to the disclosing party of such obligation;
and (ii) the opportunity to oppose such disclosure.

October 1, 2023
10.6. Nothing in this Agreement will prohibit either party from developing or having developed for it products,
concepts, systems or techniques that are similar to or compete with the products, concepts, systems or
techniques contemplated by or embodied in the Confidential Information provided that such party does
not violate any of its obligations under this Agreement in connection with such development. In addition,
either party shall be free to use for any purpose the residuals resulting from access to or work with such
Confidential Information, provided that such party shall maintain the confidentiality of the Confidential
Information as provided herein. The term “residuals” means information in non-tangible form which may
be retained by persons who have had access to the Confidential Information, including ideas, concepts,
know-how or techniques contained therein, provided such Confidential Information is not expressly
incorporated in a tangible form provided by the disclosing party.
10.7. Neither party shall disclose the terms and conditions of this Agreement without the prior written consent
of the other party. Any press release or publication regarding this Agreement is subject to both the prior
review and the written approval of both parties.
11. DISCLAIMER OF WARRANTIES.
11.1. Warranty. CISCO CONTENT, CISCO PRODUCTS AND ANY OTHER MATERIAL PROVIDED HEREUNDER,
INCLUDING BUT NOT LIMITED TO HARDWARE, SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS
IS” WITHOUT WARRANTY OR GUARANTEE OF ANY KIND. CISCO HEREBY DISCLAIMS AND LEARNING
PARTNER WAIVES ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES (WHETHER EXPRESS,
IMPLIED, OR STATUTORY), INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION (A) OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY
QUALITY, QUIET ENJOYMENT, ACCURACY, (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF
PERFORMANCE, OR USAGE IN THE INDUSTRY.
11.2. Remedy. CISCO’S SOLE AND EXCLUSIVE OBLIGATION AND LEARNING PARTNER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY DEFECT, INACCURACY OR DEFICIENCY IN THE CISCO CONTENT, CISCO PRODUCTS OR
ANY OTHER MATERIAL PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO HARDWARE,
SOFTWARE AND DOCUMENTATION, SHALL BE FOR CISCO TO USE COMMERCIALLY REASONABLE EFFORTS
TO CORRECT OR REPLACE THE DEFECTIVE, INACCURATE, OR DEFICIENT ITEM.
12. COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTION LAWS
12.1. CISCO EXPECTS AND REQUIRES SUPPLIERS, SUBCONTRACTORS, CHANNEL PARTNERS, CONSULTANTS,
AGENTS AND OTHER PARTIES WITH WHOM CISCO DOES BUSINESS, TO ACT AT ALL TIMES IN A
PROFESSIONAL AND ETHICAL MANNER IN CARRYING OUT THEIR SERVICES AND CONTRACTUAL
OBLIGATIONS TO CISCO, OR ON CISCO’S BEHALF TO END USERS AND OTHER THIRD PARTIES. TO THAT
END, LEARNING PARTNER SHALL:
12.1.1. Comply with all country, federal, state and local laws, ordinances, codes, regulations,
rules, policies and procedures (“Applicable Laws”), including, but not limited to, anti-corruption
laws, such as the U.S. Foreign Corrupt Practices Act (the “FCPA”). More information about the
FCPA is available at the following URL: http://www.usdoj.gov/criminal/fraud/fcpa/, or by
contacting publicsectorcompliance@cisco.com;
12.1.2. Not take any action or permit the taking of any action by a supplier or third party which
may render Cisco liable for a violation of Applicable Laws, including the FCPA; and
12.1.3. Not use any money or other consideration paid by Cisco for any unlawful purposes,
including any purposes violating the FCPA or other Applicable Laws, such as direct or indirect

October 1, 2023
payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the
following:
12.1.3.1. Government Officials; or
12.1.3.2. Any person, while knowing that all or a portion of such money or thing of value will be
offered, given or promised, directly or indirectly, to any of the above-identified persons or
organizations.
12.2. Expenses for Government Officials. Learning Partner is prohibited from paying expenses on Cisco’s behalf
for travel, lodging, gifts, hospitality, entertainment, or charitable contributions for Government Officials.
12.3. Anti-Corruption Policies and Procedures. Learning Partner’s records will accurately reflect that it has anti-
bribery and anti-corruption policies and procedures that are acknowledged by all employees and
monitored and enforced by Learning Partner, including procedures adequate to ensure that Learning
Partner and Learning Partner Vendors comply with the law. Learning Partner has also reviewed Cisco’s
Global Anti-Corruption Policy for Partners published at
http://www.cisco.com/web/about/doing_business/legal/anti_corruption.html.
12.4. Contact Cisco. Learning Partner will immediately report any concerns it may have regarding any business
practices by any Cisco employee or authorized Cisco Partner by emailing ethics@cisco.com or calling
Cisco’s Helpline toll free number in North America 1-877-571-1700 or worldwide number (reverse calling
charges to Cisco) 001-770-776-5611.
12.5. Vendor Due Diligence and Compliance. Learning Partner will conduct appropriate, risk-based due
diligence on Learning Partner Vendors and ensure that they adhere to anti-bribery and anti-corruption
policies no less comprehensive than Cisco’s Global Anti-Corruption Policy for Partners then available at
http://www.cisco.com/web/about/doing_business/legal/anti_corruption.html.
12.6. Off Book Funds. Learning Partner will not permit any funds held by Learning Partner, its representatives,
or its agents in a non-Cisco account to be directed or controlled by Cisco employees other than pursuant
to the terms of a published Cisco program or a written agreement between the parties.
13. LIMITATION AND EXCLUSION OF LIABILITY
13.1. Nothing in this Agreement limits or excludes the liability of:
13.1.1. Either party to the other for:
13.1.1.1. bodily/personal injury or death resulting directly from the negligence of the other party;
13.1.1.2.fraud or fraudulent misrepresentation;
13.1.1.3. a breach of Section 10 (Confidentiality); or
13.1.1.4. any liability that cannot be limited or excluded under applicable law.
13.1.2. Learning Partner to Cisco arising out of:
13.1.2.1. Learning Partner’s breach of Section 4 (Ownership and Grant of Rights);
13.1.2.2.Learning Partner’s breach of Section 5 (License Restrictions);

October 1, 2023
13.1.2.3.Learning Partner’s breach of Section 17.4 (Information Security); or
13.1.2.4.failure to pay any amounts due to Cisco under this Agreement.
13.2. Subject to Section 13.1 above and Section 13.3 below, each party’s total aggregate liability is limited to
the greater of:
13.2.1. One hundred thousand US dollars (US$100,000.00); or
13.2.2. the money paid to Cisco under this Agreement during the twelve (12) month period prior
to the event or circumstances that first gave rise to such liability.
13.3. Subject to Section 13.1 above, and notwithstanding anything else in this Agreement to the contrary,
neither party will be liable for any:
13.3.1. special, incidental, indirect or consequential damages;
13.3.2. loss of any of the following: profits, revenue, business, anticipated savings, use of any
product or service, opportunity, goodwill or reputation;
13.3.3. lost or damaged data; or
13.3.4. wasted expenditure (other than any expenditure necessarily incurred to discharge the
innocent party’s duty or to mitigate its losses).
13.3.5. This limitation of liability applies whether the claims are in contract, tort (including
negligence), misrepresentation or otherwise. This limitation of liability is in the aggregate and not
per incident.
13.4. References in this Section 13 to (a) a “party” includes a party’s affiliates, officers, directors, employees,
agents and suppliers and (b) “liability” includes liability arising from contract, tort (including negligence),
under any indemnity, strict liability or otherwise, in each case even if a party has been informed of the
possibility of that liability. In Section 13.3, references to “loss” refers to any and all kinds of loss or damage
including, without limitation, any damages, fines, costs, charges, fees or other liability.
14. TERM AND TERMINATION.
14.1. Term. Unless sooner terminated as set forth below, this Agreement shall commence on the Effective Date
and continue for a period of twelve months (12) (“Term”).
14.2. Termination. This Agreement may be terminated as follows (each a “Termination”), without prejudice
and in addition to any other right or remedy that may be available to the terminating Party pursuant to
this Agreement, at law or in equity:
14.2.1. Convenience. Either Party may terminate this Agreement for convenience, for any reason or for
no reason, upon thirty (30) days prior written notice, to the other Party. Cisco shall, at the same
time, use reasonable efforts to deliver such notice electronically. During the thirty (30) day period,
Learning Partner will not initiate any new transactions, such as requesting Training Courses,
Training Materials, or booking Lab reservations, or engaging in activities under a Program.
Learning Partner shall use this time to wind down all business activities under this Agreement.

October 1, 2023
14.2.2. Breach. Either Party may terminate this Agreement (i) immediately in the event of a material
breach by the other Party that is incapable of remedy; (ii) immediately following an underpayment
of monies or royalties on two (2) or more occasions; or (iii) in the event of a material breach by the
other Party that is capable of remedy but remains uncured for thirty (30) days (ten (10) days in the
case of a failure to satisfy any payment obligations) following written notice thereof by such
terminating Party. During the thirty (30) cure period, or ten (10) day cure period as applicable,
Learning Partner is prohibited from initiating any new transactions, such as requesting Training
Courses, Training Materials, or booking Lab reservations, or engaging in activities under a Program.
14.2.3. Change of Control. Cisco may terminate this Agreement upon twenty (20) days prior written notice
to Learning Partner in the event Learning Partner is acquired by or comes under the control of a
competitor of Cisco, is involved in a merger, consolidation or reorganization, or attempts to assign
its rights or obligations in violation of this Agreement. During the twenty (20) period, Learning
Partner is prohibited from initiating any new transactions, such as requesting Training Courses,
Training Materials, or booking Lab reservations, or engaging in activities under a Program.
Learning Partner shall use this time to wind down all business activities under this Agreement. For
the purpose of this Section, “competitor” means any entity that has substantially the same
products as Cisco or which has a product which directly competes against any product of Cisco and
controls over five percent (5%) of the worldwide or U.S. market for such product. For the purpose
of this Section, “control” means the power to exercise a controlling influence over the
management or policies of a company. Any group or entity that beneficially owns, either directly
or indirectly, more than twenty-five percent (25%) of the voting securities of an entity shall be
deemed to control such entity.
14.2.4. Termination of Other Agreements. Cisco may terminate this Agreement upon ten (10) days prior
written notice to Learning Partner, in the event Cisco terminates any reseller, distribution or other
agreement with Learning Partner as a result of Learning Partner’s breach of its obligations
thereunder. During the ten (10) period, Learning Partner is prohibited from initiating any new
transactions, such as requesting Training Courses, Training Materials, or booking Lab reservations,
or engaging in activities under a Program. Learning Partner shall use this time to wind down all
business activities under this Agreement.
14.2.5. Insolvency or Bankruptcy. A Party may terminate this Agreement immediately by written notice if
(i) the other Party ceases or threatens to cease to carry on business as a going concern; or (ii) the
other Party becomes or is reasonably likely to become subject to voluntary or involuntary
proceedings in bankruptcy or liquidation; or (iii) a receiver or similar officer is appointed with
respect to the whole or a substantial part of the other Party’s assets; or (iv) an event similar to any
of the foregoing occurs under any Applicable Law.
14.3. Effect of Termination. Upon Termination or expiration of this Agreement for any reason:
14.3.1. End User Information. Learning Partner shall, within fifteen (15) days of the effective date of any
Termination, provide Cisco with a full list of End User accounts detailing Learning Partner’s
obligations to End Users incurred prior to the Termination. The list shall include at a minimum the
name of the End User, the effective date the obligation, a description of each obligation, the end
date of the obligation and whether a written agreement executed between End User and Learning
Partner exists and any other details Cisco may reasonably request.
14.3.2. Acceleration of Payment. Notwithstanding any other provision of this Agreement or any invoice,
order, or other written communication between the Parties, all outstanding amounts owed to
Cisco by Learning Partner shall become due and payable, and Learning Partner shall pay any such
amounts to Cisco within fifteen (15) days of the effective date of any such Termination and for any
October 1, 2023
open orders, Cisco may require Learning Partner to prepay. Except as set forth in Section 14.3.4
(Return of Information), all orders or portions of orders remaining unshipped, or unlaunched by
the End User, as applicable, as of the effective date of such Termination will automatically be
canceled.
14.3.3. Termination of All Licenses. All rights and licenses granted to Learning Partner hereunder shall
terminate including, without limitation, any rights to use or distribute Cisco Content, Cisco
Products, or Software, and any rights to use or display the Cisco Marks, except as expressly
provided immediately below under Section 14.3.4.
14.3.4. Return of Information. Except as otherwise expressly agreed to in writing by Cisco, upon
Termination, Learning Partner shall immediately cease all use of and shall return, to Cisco, all Cisco
Content, Cisco Confidential Information, Software and data, (including without limitation, all
technical material and business plans supplied by Cisco, any customer or prospect lists, and any
Learning Partner plaques provided to Learning Partner by Cisco), then in Learning Partner’s
possession, custody or control. Notwithstanding the foregoing, except in the event of a
Termination by Cisco for: (i) Breach, or (ii) Change of Control, or (ii) Insolvency or Bankruptcy, and
provided Learning Partner has complied with its obligations in Section 14.3.1 (End User
Information), Learning Partner shall be entitled to retain Cisco Content, Confidential Information,
and Software, only to the extent necessary and for the minimum amount of time required for
Learning Partner to fulfill Learning Partner’s obligations to provide Training Courses to End Users
pursuant to written agreements executed with such End Users prior to the effective date of any
such Termination, and provided that Learning Partner continues to pay all applicable Partner Fees,
Royalties and other fees. In no event shall Learning Partner be entitled to use of or access to any
Cisco Content, Confidential Information, or Software, for more than one hundred and eighty (180)
days following any Termination, except as specifically agreed to by Cisco in writing for such Training
Courses sold on a subscription basis (e.g., a-la-carte Training Courses, Cisco Digital Learning
Libraries (“CDLL”) and Cisco Partner Learning Libraries (“CPLL”).
14.4. Survival. In the event of a Termination, except as otherwise expressly provided herein, the provisions of
the following Sections shall survive: 1 (Definitions), 4.1 (Ownership), 5 (License Restrictions), 6 (Derivative
Works), 8 (Affiliates; Responsibilities and Program Requirements), 9 (Audits), 10 (Confidentiality), 11
(Disclaimer of Warranties), 13 (Limitation and Exclusion of Liability), 14 (Term and Termination), 15
(Patent, Copyright and Trademark Infringement Indemnification), 16 (Indemnification), and 17 (General
Provisions).
15. PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT INDEMNIFICATION
15.1. Cisco will defend any claim(s) against Learning Partner that a Cisco-Branded Product or Cisco-Branded
Service provided under this Agreement infringes third party patents, copyrights or registered trademarks
(the “Claim”) and will indemnify Learning Partner against the final judgment entered by a court of
competent jurisdiction or any settlements arising out of a Claim.
15.2. Learning Partner shall:
15.2.1. promptly notify Cisco in writing of the Claim (or threat thereof), and any subsequent
litigation updates; and
15.2.2. cooperate with Cisco in the defense of the Claim (including any statements to third parties
regarding the Claim), and grant Cisco full and exclusive control of the defense and settlement of
the Claim and any subsequent appeal.

October 1, 2023
If Learning Partner fails to notify Cisco promptly of the Claim, and that failure prejudices Cisco’s ability to
defend, settle or respond to the Claim, then Cisco’s obligation to defend or indemnify Learning Partner
with respect to that Claim will be reduced to the extent Cisco has been prejudiced. In addition, such
failure to provide prompt notification shall relieve Cisco of any obligation to reimburse for Learning
Partner attorneys’ fees incurred prior to notification.
15.3. If a Claim is made or appears likely, Learning Partner agrees to permit Cisco to procure for Learning
Partner the right to continue using the Cisco-Branded Product and/or Cisco-Branded Service, or to replace
or modify the Cisco-Branded Product and/or Cisco-Branded Service with one that is at least functionally
equivalent. If Cisco determines that none of those alternatives is reasonably available, then Learning
Partner will return the Cisco-Branded Product and Cisco will refund Learning Partner’s remaining net book
value of the Cisco-Branded Product calculated according to generally accepted accounting principles, or
in the case of a claim alleging infringement by a Cisco-Branded Service, Cisco will terminate the infringing
Service and refund to Customer a pro rata portion of the price originally paid by Customer for such Cisco-
Branded Service for the remainder of the unexpired term.
15.4. Cisco has no obligation for any Claim to the extent based on:
15.4.1. compliance with any designs, specifications, requirements or instructions provided by

Learning Partner or a third party on Learning Partner’s behalf;
15.4.2. modification of a Cisco-Branded Product or Cisco-Branded Service by Learning Partner or

a third party;
15.4.3. the amount or duration of use made of the Cisco-Branded Product or Cisco-Branded
Service, revenue earned through use of the Cisco-Branded Product or Cisco-Branded Service, or
services offered through use of the Cisco-Branded Product or Cisco-Branded Service; or
15.4.4. combination, operation or use of a Cisco-Branded Product or Cisco-Branded Service with

non-Cisco products, software, services or business processes.
15.5. This Section states Cisco’s entire obligation and Learning Partner’s exclusive remedy regarding any claims
for intellectual property infringement.
16. INDEMNIFICATION.
16.1. Learning Partner hereby indemnifies and holds Cisco harmless from any claim, loss, damage, or expense,
including, but not limited to, reasonable court costs and attorneys’ fees, resulting from any claim made
by End User against Cisco that: (a) Learning Partner has failed to provide End User with support services
in accordance with an agreement between Learning Partner and End User; or (b) Learning Partner has
failed to comply with or perform its obligations set forth in this Agreement, whether under a claim of a
third party beneficiary or otherwise. This shall not limit Cisco's obligations, subject to the terms of this
Agreement, to provide the support services described herein.
17. GENERAL PROVISIONS.
17.1. Choice of Law.
17.1.1. The validity, interpretation, and performance of this Agreement shall be governed by and
construed under the laws of the State of California, United States of America, as if performed
wholly within the state and without giving effect to the principles of conflicts of law.

October 1, 2023
17.1.2. The Federal District Court, Northern District of California or the Superior Court of Santa
Clara County, California shall have exclusive jurisdiction over any claim arising under this
Agreement, provided that either party may seek interim injunctive relief in any court of
appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or
proprietary rights.
17.1.3. The parties agree that the UN Convention on Contracts for the International Sale of Goods
shall not apply to the interpretation or enforcement of this Agreement.
17.2. Force Majeure. Neither party shall be liable for any delay or failure in non-monetary performance
obligations due to a Force Majeure Event. The time for performance of the obligations and rights of the
defaulting party shall be extended for a period equal to the duration of the Force Majeure Event.
17.3. Site. Learning Partner represents and warrants that it will, during the Term of this Agreement and for a
period of two (2) years thereafter, maintain a place of primary business in the Site where the services are
to be performed.
17.4. Information Security. Learning Partner represents and warrants that its information security procedures,
processes and systems will at all times meet or exceed all applicable information security laws, standards,
rules and requirements including those related to the collection, storage, processing and transmission of
credit card information established by applicable governmental regulatory agencies and the Payment
Card Industry.
17.4.1. Learning Partner shall:
17.4.1.1. Implement and maintain appropriate technical and organizational measures designed to
protect personal data against accidental loss, destruction or alteration, unauthorized
disclosure or access, or unlawful destruction, for its personnel, equipment, and facilities at
the Learning Partner’s locations involved in performing any part of the Agreement.
17.4.1.2. Take reasonable steps designed to ensure the reliability of its staff and that they are subject
to a binding written contractual obligation with Learning Partner to keep the personal data
confidential (except where disclosure is required in accordance with Applicable Laws, in
which case Learning Partner shall, where practicable and not prohibited by Applicable Laws,
notify Cisco of any such requirement before such dis-closure) and any other person acting
under its supervision who may come into contact with, or otherwise have access to and
process personal data; and require that such personnel are aware of their responsibilities
under this Agreement and any Applicable Laws.
17.4.1.3. Without undue delay (i.e., within 48 hours from confirmation) notify Cisco’s Data
Protection Incident Remedy team at: data-incident-command@cisco.com and
privacy@cisco.com if any of the following events occur: (i) any compromise of personal
data; (ii) any unmitigated, material security vulnerability, or weakness in Learning Partner’s
systems or networks, that could allow an attacker to compromise the integrity, avail-ability,
or confidentiality of the personal data; or (iii) an information security incident that
compromises or is likely to compromise the security of personal data and weaken or impair
business operations of Cisco.
17.4.1.4. Not use the personal data for any purposes, including but not limited to marketing, not
explicitly authorized by Cisco without obtaining separate permission from Cisco.

October 1, 2023
17.4.1.5. Not transfer personal data from the EEA or Switzerland to a jurisdiction which is not an
Approved Jurisdiction (http://ec.europa.eu/justice/data-protection/international-
transfers/adequacy/index_en.htm.), unless it first provides Cisco advance notice and an
opportunity to object.
17.4.1.5.1. Where Learning Partner processes personal data from the EEA or Switzerland on
behalf of Cisco, Learning Partner shall perform such processing in a manner consistent
with the Privacy Shield Principles (see www.commerce.gov/privacyshield) or its
successor framework(s) to the extent the Principles are applicable to Learning Partner’s
processing of such data. If Learning Partner is unable to provide the same level of
protection as required by the Principles, Learning Partner shall promptly notify Cisco and
cease processing.
17.4.1.5.2. If Learning Partner intends to rely on Standard Contractual Clauses

(https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-
eu/model-contracts-transfer-personal-data-third-countries_en), rather than another
permissible transfer mechanism, the following additional terms will apply to Learning
Partner’s subprocessors who may be process personal data on behalf of the Learning
Partner.
17.4.1.5.2.1. The Standard Contractual Clauses will apply. If such Standard Contractual
Clauses are superseded by new or modified Standard Contractual Clauses, the
Parties shall promptly enter into the new or modified Standard Contractual
Clauses, as necessary.
17.4.1.5.2.2. If Learning Partner subcontracts any processing of personal data, Learning

Partner will notify Cisco in advance of such processing and provide Cisco an
opportunity to object prior to processing; and require that Learning Partner’s
subprocessors have entered into written agreements with Learning Partner in
which the subprocessors agree to abide by terms consistent with the applicable
portions of the Standard Contractual Clauses with respect to such personal data.
17.4.1.6. Be liable and accountable for the acts or omissions of its subprocessors to the same extent
it is liable and accountable for its own actions or omissions under this Agreement.
17.4.1.7. Agree that, in the event of a breach of this Agreement, whether Cisco has an adequate
remedy in damages, Cisco may be entitled to seek injunctive or equitable relief to
immediately cease or prevent the use, processing, or disclosure of personal data not
contemplated by the Learning Partner’s obligations to Cisco to enforce the terms of this
Agreement or enforce compliance with all Applicable Laws.
17.4.1.8. Cisco as reasonably needed to respond to requests from supervisor authorities, data
subjects, customers, or others to provide information (including details of the services
provided by Learning Partner) related to Learning Partner’s processing of personal data.
17.4.1.9. Agree to indemnify and hold harmless Cisco against any losses, liabilities, and costs,
including costs of investigation and legal fees and expenses, arising out of or related to:
17.4.1.9.1. a breach of any representation, warranty, or covenant of this Agreement; or
17.4.1.9.2. any negligent or wrongful acts or omissions of Learning Partner.

October 1, 2023
This Section 17.5.1.9 is intended to control all indemnification situations between the parties with
respect to (17.5.1.9.1) and (17.5.1.9.2) above, and includes Learning Partner’s liability for and duty
to indemnify Cisco against any and all claims, actions, liabilities, losses, damages and expenses
(including legal expenses) incurred by Cisco which arise directly or indirectly out of or in connection
with Learning Partner’s data processing activities under this Agreement.
17.5. Data Usage and Protection by Cisco
17.5.1. Cisco shall use all Personal Data in accordance with this Agreement and Cisco’s Privacy
Statement located at https://www.cisco.com/c/en/us/about/legal/privacy-full.html. “Personal
Data” shall have the same meaning given to Personal Information in Cisco’s Privacy Statement.
17.5.2. Cisco shall, during the term of this Agreement, comply with all applicable mandatory laws
in connection with any processing of Personal Data which it undertakes in the performance of or
in connection with this Agreement, or which may otherwise apply, including without limitation,
privacy or data protection laws applicable in the country or countries where Personal Data is
collected, held, or otherwise processed.
17.5.3. Cisco shall not transfer End User Personal Data outside of a particular jurisdiction unless
permitted under applicable mandatory law and Cisco meets the security, privacy, and other legal
requirements to allow such transfer.
17.5.4. Where Cisco processes Personal Data from the EEA or Switzerland, Cisco shall perform
such processing in a manner consistent with the Privacy Shield Principles (see
www.commerce.gov/privacyshield) or its successor framework(s) to the extent the Principles are
applicable to Cisco’s processing of such data. “EEA” means the European Economic Area and
includes countries that are members of the European Free Trade Association and the then-
current, post-accession member states of the European Union.
17.5.5. Where Cisco processes Personal Data from an APEC Member Economy, Cisco shall
perform such processing in a manner consistent with the APEC Cross Border Privacy Rules Systems
requirements (see www.cbprs.org) to the extent the requirements are applicable to Cisco’s
processing of such data. “APEC” means the Asia Pacific Economic Cooperation (see www.apec.org
for more information).
17.6. Non-Waiver. Any waiver by either Party of any condition, part, term or provision of this Agreement
on one occasion shall not be construed as a waiver of such condition, part, term or provision on any
subsequent occasion or a waiver of any other condition, part, term or provision. Any grant of
additional rights or benefits by either Party on one occasion shall not be construed as a grant of such
right or benefit on any subsequent occasion or as a grant of any other right or benefit on any
occasion.
17.7. Assignment. This Agreement shall bind and be enforceable by each Party’s successors and permitted
assigns. Neither this Agreement nor any right or obligation under this Agreement shall be assigned
by a party without the other’s prior written consent, which will not be unreasonably withheld or
delayed. Any attempted assignment shall be void and of no effect. However, Cisco may assign this
Agreement and any right or obligation under it without Learning Partner’s approval, to any Affiliate.
Notwithstanding any assignment by Learning Partner, Learning Partner shall remain liable for the
payment of all amounts due under this Agreement.
17.8. Attorneys’ Fees. In any suit or proceeding relating to this Agreement the prevailing Party will have
the right to recover from the other its costs and reasonable fees and expenses of attorneys,
October 1, 2023
accountants, and other professionals incurred in connection with the suit or proceeding, including
costs, fees and expenses upon appeal, separately from and in addition to any other amount included
in such judgment. This provision is intended to be severable from the other provisions of this
Agreement, and shall survive and not be merged into any such judgment.
17.9. Notice.
17.9.1. Legal Notices. All notices required or permitted under this Agreement shall be in writing. Notices
will be deemed to have been given (i) two (2) days after deposit with a commercial express courier
specifying next day delivery; or (ii) three (3) days for international courier packages specifying
three-day delivery, with written verification of receipt.
17.9.2. Addresses. Notices to Cisco will be sent to Cisco Systems, Inc. 170 West Tasman Drive, San Jose,
California 95134, USA, specifying Attention: Learning Group, with a copy to Attention: Legal
Department using the same address. Notices to Learning Partner will be sent to the address and
name that accepted this Agreement on behalf of Learning Partner. If Learning Partner changes its
address, Learning Partner will notify Cisco in writing within 30 days of the change. If Learning
Partner fails to notify Cisco of an address change and the notice cannot be delivered, Cisco shall
use reasonable efforts to deliver such notice electronically and Cisco shall have the right to fulfill
the effect of the notice as if it had been given in accordance with Section 17.9.1 above.
17.9.3. Non-Courier Notices. Notwithstanding the above, notices from Cisco regarding (i) Learning
Partner’s failure to meet the due diligence requirements as part of the registration process; or (ii)
general changes including changes in fees, offerings, policies, Training Courses, Training Materials,
Program, Program Requirements, and Labs, may also be by posting on Cisco.com (or any other
website used by Cisco) or by e-mail or by fax.
17.10. Severability. If one or more terms of this Agreement become or are declared to be illegal or
otherwise unenforceable by any court of competent jurisdiction, each such part or term shall be null
and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement
shall remain in full force and effect.
17.11. No agency. Notwithstanding the use of the term “Learning Partner” to refer to Learning Partner, this
Agreement does not create any agency, partnership, joint venture, or franchise relationship. No
employee of either party shall be or become, or shall be deemed to be or become, an employee of
the other party by virtue of the existence or implementation of this Agreement. Each party hereto
is an independent contractor. Learning Partner shall not have any power or authority to, and shall
not, (i) bind or attempt to bind Cisco in any manner; or (ii) make any agreement, statement,
representation, warranty or other commitment on Cisco’s behalf, or enter into any contract or
otherwise incur any liability or obligation, express or implied, on Cisco’s behalf, or transfer, release
or waive any of right, title or interest of Cisco under any agreement or with respect to any property.
17.12. Construction of Agreement. This Agreement has been negotiated by the Parties, and the language
shall not be construed for or against either Party as a result of having drafted such language. Unless
expressly indicated to the contrary, references to sections or exhibits mean sections in, or exhibits
to, this Agreement. The titles and headings in this Agreement are for reference purposes only and
do not constitute part of this Agreement.
17.13. Integration. Except as expressly stated herein, this Agreement is the complete agreement between
the Parties concerning the subject matter of the Agreement, and replaces any prior oral or written
communications between the Parties. There are no conditions, understandings, agreements,

October 1, 2023
representations, or warranties, expressed or implied, which are not specified herein. This Agreement
may be modified only by a written document executed by the Parties.
17.14. Export, Re-Export, Transfer & Use Controls. Cisco Products, Services and technology are subject to
U.S. and local export control laws and regulations. The parties shall comply with such laws and
regulations governing use, export, re-export and transfer of Products, Services and technology and
shall obtain all required U.S. and local authorizations, permits or licenses. Learning Partner will not
obtain or attempt to obtain any government or other certification for a Product or Service without
Cisco’s written consent. Learning Partner shall assume responsibility for compliance with applicable
export laws and regulations, including the preparation and filing of shipping documentation
necessary for export clearance. This also applies in cases where Learning Partner requests in its
Purchase Order delivery of Products to Learning Partner’s forwarding agent or another
representative in the country of shipment. Learning Partner agrees not to use any export licenses
owned by Cisco or any of its Affiliates.
Learning Partner, as evidenced by the signature below by its authorized representative,

acknowledges it has read and agrees with this Agreement in its entirety.
Signature Block:
Learning Partner:
By:
Name:
Title:
Date:

October 1, 2023

Learning Partner Agreement

Uploaded by

Copyright:

Available Formats

You might also like

Learning Partner Agreement

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Learning Partner Agreement

Uploaded by

Copyright:

Available Formats

Learning Partner Agreement

CISCO CONFIDENTIAL Page 1 of 27

1.6. Cisco.com means the Cisco website, currently located at www.cisco.com.

CISCO CONFIDENTIAL Page 2 of 27

CISCO CONFIDENTIAL Page 3 of 27

CISCO CONFIDENTIAL Page 4 of 27

2. CISCO AUTHORIZATION RULES.

CISCO CONFIDENTIAL Page 6 of 27

3.1. Learning Partner agrees to:

CISCO CONFIDENTIAL Page 7 of 27

3.2. Cisco agrees to:

3.2.1. Create and update Training Materials.

3.2.2. Administer, maintain and market the Program.

3.2.3. Develop and administer CCSI certification.

3.4. CERTIFIED CISCO SYSTEMS INSTRUCTORS.

3.5. ROYALTY REPORTING.

3.6. PRIVATE ILT OFFERINGS.

4. OWNERSHIP AND GRANT OF RIGHTS.

7. PRICING AND PAYMENTS.

CISCO CONFIDENTIAL Page 12 of 27

7.2. PAYMENT TERMS AND CONDITIONS.

Minimum Required Documents

8. AFFILIATES; RESPONSIBILITIES AND PROGRAM REQUIREMENTS.

8.2. Responsibilities and Program Requirements.

8.2.5. Non-Genuine Products and Unauthorized Products.

CISCO CONFIDENTIAL Page 16 of 27

11. DISCLAIMER OF WARRANTIES.

CISCO CONFIDENTIAL Page 17 of 27

12.1.3.1. Government Officials; or

13. LIMITATION AND EXCLUSION OF LIABILITY

13.1. Nothing in this Agreement limits or excludes the liability of:

13.1.1. Either party to the other for:

13.1.1.2.fraud or fraudulent misrepresentation;

13.1.1.3. a breach of Section 10 (Confidentiality); or

13.1.2. Learning Partner to Cisco arising out of:

13.1.2.1. Learning Partner’s breach of Section 4 (Ownership and Grant of Rights);

13.1.2.2.Learning Partner’s breach of Section 5 (License Restrictions);

13.1.2.4.failure to pay any amounts due to Cisco under this Agreement.

13.2.1. One hundred thousand US dollars (US$100,000.00); or

13.3.1. special, incidental, indirect or consequential damages;

13.3.3. lost or damaged data; or

14. TERM AND TERMINATION.

CISCO CONFIDENTIAL Page 19 of 27

15. PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT INDEMNIFICATION

15.2. Learning Partner shall:

CISCO CONFIDENTIAL Page 21 of 27

15.4.1. compliance with any designs, specifications, requirements or instructions provided by

15.4.2. modification of a Cisco-Branded Product or Cisco-Branded Service by Learning Partner or

15.4.4. combination, operation or use of a Cisco-Branded Product or Cisco-Branded Service with

17. GENERAL PROVISIONS.

17.1. Choice of Law.

CISCO CONFIDENTIAL Page 22 of 27

17.4.1. Learning Partner shall:

CISCO CONFIDENTIAL Page 23 of 27

17.4.1.5.2. If Learning Partner intends to rely on Standard Contractual Clauses

17.4.1.5.2.2. If Learning Partner subcontracts any processing of personal data, Learning

17.4.1.9.1. a breach of any representation, warranty, or covenant of this Agreement; or

17.4.1.9.2. any negligent or wrongful acts or omissions of Learning Partner.