Academy: Terms

Terms and Conditions

Applicability

The Purchaser whose details are outlined in the Engagement Letter contracts with eRT, having its principal place of business at 1150 U.S. Hwy. 22 East, Bridgewater, New Jersey 08807 (herein after referred to as "eRT") on its own behalf and on behalf of persons (Students) who are enrolled by the Purchaser on eRT courses including courses on eRT premises (Facilities) and on the Purchasers premises (On-site Courses). These terms and conditions supersede and replace any previous agreements, proposals, or representations made between the Purchaser and eRT for the provisions of facilities, and On-site Courses. These terms and conditions shall prevail notwithstanding any terms and conditions contained in any order submitted by the Purchaser. Any variations to these terms and conditions must be agreed in writing by eRT.

The waiver by eRT of any breach of any terms of this agreement shall not prevent the subsequent enforcement of the term and shall not be deemed to be a waiver of any subsequent breach.

Authorization

The Purchaser hereby certifies that unless otherwise notified to and agreed with eRT all students are employed directly by the Purchaser and undertakes to bring these terms and conditions to the attention of Students.

Confidentiality and Copyright

The Purchaser and Student will not:

Copy in whole or in part any training material acquired as a result of receiving eRT Academy Training except under the supervision of and in accordance with the written instruction of eRT's personnel.

NOTE: eRT Academy Training materials and courses are provided for the exclusive use of the Purchaser and Students. All rights in such materials and courses are reserved. The recording, copying, loan, unauthorized hire, public showing or broadcasting of such material and courses is prohibited.

Indemnity

eRT will not indemnify the Purchaser and Students against direct injury or death caused by defects in any of eRT's products or by the negligence of its employees.

eRT will indemnify the Purchaser and Students against direct damage to property caused by any of eRT's products or by negligence of eRT's employees. eRT's total liability under this sub-clause shall be limited to $500,000 for any event or connected events.

In no event shall eRT be liable for indirect or consequential loss suffered by the Purchaser or Students arising out of eRT's performance under this agreement.

Start Date/Delivery

On-site Courses and Facilities Courses will commence on the date specified by eRT in the confirmation of acceptance issued to the Purchaser. eRT shall not be liable for any costs or damages suffered by the Purchaser or Students as a result of any delays in delivery or the cancellation or postponement of either On-site Courses or Facilities.

Warranty

All materials and audiovisual media are warranted against defects in material and workmanship under normal proper use in the original and unmodified condition for a period of 90 days. If found defective by eRT within the terms of this warrant, eRT's sole obligation shall be to repair or replace (at its option) the defective product. If eRT determines the product is not defective within the terms of this warranty, the Purchaser shall pay all costs of handling and return transportation. All replaced products become the property of eRT. eRT shall not be liable for any errors or omissions in any material supplied by eRT.

Except as aforesaid all warranties, conditions and representations, express, implied statutory or otherwise and however arising, whether in any written document or in any oral statements made by and on behalf of eRT with the customer or its representatives are hereby excluded.

Cancellation and Transfers

The Purchaser agrees to pay eRT the following charges in the event for whatever reason a student fails to attend or withdraws from a course, or that an on-site course is cancelled or transferred without providing at least five (5) working days written notice prior to the scheduled start date of the course.

Written Notice	Cancellation Charge	Transfer Charge
3-5 days	25%	No charge
1-2 days	50%	No charge

If no written notice is provided then the Purchaser agrees to pay eRT a cancellation charge of 100%.

In the event that in respect of the same booking the Purchaser transfers a student for a second time, the Purchaser shall pay to eRT an amount equal to the cancellation charges which would have been payable had the first transfer in fact been a cancellation.

Out of Hours Premium

The Purchaser agrees to pay a 15% premium on the standard List Price for all on-site courses run outside the hours of 9:00-5:30 Monday to Friday. This premium shall be non-discountable.

Payment Terms

eRT fees for all Public Scheduled courses, On-site courses and Facilities are payable by the Purchaser within thirty (30) days of invoice date. eRT reserves the right to charge the Purchaser additional fees at its then prevailing rates in the event additional Students to those originally listed on the order form (but not substitutions) attend any Facilities Courses. Such additional places shall be charged in accordance with eRT's then current Price List.

10.

Export or Re-Export Limitation

Notwithstanding any other provision of this Agreement, the training, products and/or technical data covered by this Agreement, can only be delivered subject to eRT obtaining the required export license or authorization from the US Department of Commerce, as required by the Export Administration Regulations. Regardless of any disclosure made by the Purchaser/Students to eRT of an ultimate destination of the products and/or technical data outside the United Kingdom any such products and/or technical data acquired from eRT without the Purchaser/Students first obtaining the written consent to do so from the appropriate agency of the UK and US governments.

11.

Statement of Assurance

The Purchaser and Students will not export or re-export directly or indirectly, any technical data acquired from eRT/or any products utilizing any such data without first obtaining the written consent to do so from the US Department of Commerce, Office of Export Administration, when required by an applicable statute or regulation.

The Purchaser shall inform his/her employees and Students of this requirement and when so required by eRT, the above statement shall be separately signed by the Purchaser and the Students. eRT Academy Training will not be provided to persons who are unwilling to sign this Statement of Assurance.

12.

Patent and Copyright Protection

eRT will, at its expense, defend the Purchaser against any third party claim for infringement of a UK or US patent or copyright and eRT will pay all costs, damages and reasonable legal fees that the Purchaser would have to pay the third party as a result of the final award of a court of competent jurisdiction.

eRT's obligations and liability hereunder are conditional upon:-

(i)

Giving prompt written notice of any claim of a patent, copyright, or trademark-infringement made against the Purchaser and all information available to the Purchaser in respect of the claim.

(ii)

The Purchaser granting eRT exclusive control of its settlement and/or litigation, and

(iii)

The Purchaser fully co-operating with eRT in the defense, litigation or settlement of any claim. eRT may discontinue without any liability save as specified herein, courses if in eRT's opinion such would constitute patent, copyright or trademark infringement.

If the course is or in eRT's opinion likely to be subject of a claim, the Purchaser shall permit eRT at eRT's option and expense to

(a)

procure for the Purchaser the right to use the course previously delivered,

(b)

replace such courses with an equivalent non-infringing course,

(c)

modify the course so as to be non-infringing but equivalent, or

(d)

refund either the initial course fee (less a reasonable allowance for use).

eRT makes no warranty against patent, copyright, trademark or trade secret infringement by Derivative courses or Modified courses or by course if designed to the Purchasers' specifications or used by the Purchaser in conjunction with other non-eRT courses and if a claim, suit or action is based thereon, the Purchaser shall defend, indemnify and hold harmless eRT there from.

13.

Assignment

The Purchaser will not assign the benefit of this Agreement without obtaining the prior written consent of eRT.

14.

Proper Law

This Agreement shall be governed by and construed in accordance with the laws of the state of the principal location of eRT set forth in the first page of this Agreement.