Language School in Miami since 1993

CCLS Agent agreement

INTERNATIONAL RECRUITING INDEPENDENT CONTRACTOR AGREEMENT This Contract is made and entered into this 7th day of February, 2019, between CCLS – Cultural Center for Language Studies Corporation located at 3191 Coral Way, Suite 114, Miami, FL 33145, USA (hereinafter referred to as “CCLS Miami”) and Study In, located in 81 Nurmakov Street, Almaty, 050008, Kazakhstan hereinafter referred to as “Contractor." WHEREAS, CCLS Miami provides language education services under its own name at its location in Miami, Florida and is interested in recruiting international students to attend its language courses in Miami and, WHEREAS, Contractor has the ability to contact and communicate with foreign nationals who may be interested in attending a CCLS Miami language program; NOW THEREFORE, the parties in consideration of the mutual covenants contained herein agree as follows: 1. Term and Termination. Subject to the other provisions herein, this Agreement shall continue in force and effect for one (1) year following the Effective Date. This Agreement shall automatically renew for one (1) additional one (1) year term unless either party gives written notice of non- renewal to the other party a minimum of sixty (60) days prior to the then current anniversary of the Effective Date. Notwithstanding anything to the contrary, either party may terminate this Agreement for a material breach by the other party upon giving the other party seven (7) days prior written notice specifically identifying the alleged breach, provided that the breaching party does not cure the breach within the seven (7) day cure period. 2. Services Provided. Contractor shall use commercially reasonable efforts to locate qualified potential Candidates for CCLS Miami who are interested in attending full-time language programs provided by CCLS Miami (hereinafter referred to as "Candidates”) and shall provide basic recruiting and advising assistance to such Candidates within the Market Area (as hereinafter defined) for the purpose of attending CCLS Miami programs. At all times, Contractor shall pursue these efforts on behalf of CCLS Miami in good faith and in a diligent, consistent and timely manner. A. Advising. Contractor agrees to provide accurate and appropriate advising to Candidates. Contractor shall be reasonably familiar with CCLS Miami curriculum, student services, facilities and the surrounding community prior to attempting to recruit any Candidates for CCLS Miami. B. Applications. Contractor will advise and assist Candidates in completing required CCLS Miami application forms. This will include ensuring that complete information is provided regarding the CCLS Miami application process and program description. Applications which are incomplete will need to be re-done, and CCLS Miami will have no obligation for any incorrect or incomplete submitted applications. Contractor will be responsible for all costs of courier mail or sim ilar service if required to ensure that applications are received by CCLS Miami by any applicable deadline. C. Visas. Contractor will be aware of and at all times act in accordance with all applicable laws, rules and regulations relating to the visa, passport and other travel requirements for Candidates coming to the U.S., as applicable, including but not limited to any visa protocols established by the U.S. Department of Homeland Security. Contractor will not advise any Candidate to or assist any Candidate in evading any such visa regulations. 3. Non-Exclusive Market Area. Contractor will only seek to recruit Candidates who are residents in Kazakhstan(the “Market Area”). The parties may add or remove territories from the Market Area from time to time by further written agreement signed by both parties. The Market Area shall not be exclusive to Contractor; and CCLS Miami, for its own behalf, and other contracted parties working on behalf of CCLS Miami, shall also have the right to recruit Candidates within the Market Area. 4. Promotional Materials. CCLS Miami does not have paper brochures any more. All CCLS prmototional materials are in digital format. In no event shall Contractor create or produce its own promotional or information documentation in any medium (including, without limitation, in print, electronically or on the Internet) concerning CCLS Miami or CCLS Miami’s programs without CCLS prior approval. All material provided by CCLS Miami shall be in English, Spanish or Portuguese , at CCLS Miami´s sole discretion, and CCLS Miami shall be under no obligation to translate such materials into any other language. Provided that Contractor obtains the prior written consent of CCLS Miami and provides CCLS Miami with a certificate of translation which is satisfactory to CCLS Miami in its sole discretion, Contractor may translate English material provided by CCLS Miami into another language. Upon termination or expiration of this Agreement, Contractor shall stop using any of CCLS digital items. The foregoing sentence shall survive termination of this Agreement for whatever reason. Other than by using promotional materials supplied by CCLS Miami, Contractor will not otherwise use any trade name, trademark, logo, domain name or other copyrighted or trademarked material of CCLS Miami in any medium (including, without limitation, in print, electronically or on the Internet) except with CCLS Miami’s prior written consent on a case by case basis. 5. Applications. CCLS Miami retains all rights relating to the admission or non-admission of any Candidate. In accordance with Immigration and Naturalization Service regulations, CCLS Miami will issue to Candidates Form I-20 only upon receipt of the written application forms signed by the Candidate with appropriate fees, and all other documentation required by CCLS Miami as published on its website. CCLS Miami shall have no liability for refusing admission to any Candidate based on failure to meet CCLS Miami’s established standards, provided such standards are evenly applied. CCLS Miami shall keep Contractor apprised of its standards for admission, described in the document Conditions of Admission, and may change such standards from time to time. Contractor will supply CCLS Miami with such documents and information about each Candidate as are reasonably requested by CCLS Miami. Within five (5) business days upon receipt by CCLS Miami of all application forms and documents required, CCLS Miami will evaluate such forms and documents and communicate its acceptance or rejection of the Candidate’s application to Contractor. 6. Candidate Eligibility. CCLS Miami may, from time to time, establish reasonable criteria which Candidates will need to meet in order to be considered for admission. Contractor shall not recruit and shall not forward any application for a Candidate it knows or has reason to know does not meet such criteria. Such criteria shall include, at a minimum, financial capacity and visa eligibility and will be posted on CCLS Miami site and printed on the document Conditions of Admission. A. Financial Capacity. Each Candidate referred to CCLS Miami under this Agreement is expected to (i) have a source of funds sufficient to permit the Candidate to live in the metropolitan area where the school is located, and (ii) in all cases to pay the costs of all tuition, fees and books without any request for a CCLS Miami scholarship or for funding by any U.S. state or federal funding. Candidates are required to pay their first course tuition within five (5) business days of their visa approval or prior to the first day of class, whichever comes sooner. B. Visa Eligibility. All Candidates must be eligible for an appropriate visa to attend CCLS Miami and must obtain such visa prior to attending class at CCLS Miami. 7. Payments. Contractor may collect application fees, tuition or any other CCLS Miami fee on CCLS Miami’s behalf from Candidates and shall remit such amounts in full to CCLS Miami in a timely fashion, as specified in 5. and 6.A. above. Candidates may choose to send the above mentioned fees directly to CCLS Miami and Contractor shall assist them remit such amounts. 8. Independent Student Services. Contractor shall be responsible for coordinating the Candidate’s transportation and arrival to CCLS Miami, and all such services shall be contracted exclusively between Contractor and each Candidate. However, CCLS Miami, in its sole discretion, may offer to assist with the Candidate’s arrival, which may include providing accommodation referrals and transportation referrals, as determined by CCLS Miami on a case-by-case basis. 9. Compensation. CCLS Miami will pay 20% (twenty percent) of the initial tuition for each enrolled Candidate to the Contractor as earned by academic session (generally each “session” consisting of 4 weeks) directly contracted between Contractor and Candidate provided: (i) the Candidate’s application and documentation for admission was sent by Contractor prior to any other application being received by CCLS Miami from the Candidate directly or from any other contracting party of CCLS Miami; (ii) the Candidate completes the minimum number of session(s) required to earn the applicable commission. If a Candidate only completes the first session contracted with the Contractor, only the first session commission shall be payable, assuming all other terms and conditions of this Agreement have been met. If a Candidate decides to continue his studies at CCLS Miami beyond the number of sessions contracted with the Contractor, no commission will be earned by Contractor for such sessions. CCLS Miami shall make payment by check or wire transfer, at CCLS’ sole discretion. Compensation shall be made within sixty (60) days after the end of the fourth week of each session for which payment is due. No payment shall be made for any Candidate who has previously enrolled or made application with CCLS Miami prior to an application being received by and through Contractor unless a period of at least three (3) sessions has passed since the last date of attendance or since the Candidate’s last date of application to CCLS Miami if the Candidate has not taken any CCLS Miami course. Notwithstanding anything to the contrary, Contractor shall be strictly prohibited from using any CCLS Miami student to perform services under this Agreement, and in no event shall Contractor or any such student receive or be entitled to receive any compensation for such services under this Agreement. Further notwithstanding anything to the contrary, CCLS Miami shall be entitled to defer any payment to be made under this Agreement if such deferral is requested by a representative of the Contractor in writing (by hard copy or electronically) to CCLS Miami. 10. Notices. Notices to a party under this Agreement shall be sent by electronic mail, or by express courier with verification of receipt. All such notices shall be addressed as follows: If to CCLS Miami: 3191 Coral Way, Suite 114 Miami, FL 33145 Attn: International Candidate Programs If to Contractor: Study In 81 Nurmakov Street, Almaty, 050008, Kazakhstan Either party may change the above-listed contact information at any time upon notice to the other party. 11. Contractor Representations and Warranties. Contractor hereby represents and warrants that (a) all services performed hereunder shall be performed by qualified personnel; and (b) the services hereunder shall be performed in a professional and workmanlike manner in accordance with all applicable statutes, laws and regulations. 12. Independent Contractor. The relationship between Contractor and CCLS Miami shall be that of an independent contractor and not that of an employee or general agent. Neither party shall have any right to contract for or obligate the other in any way. No employee of Contractor shall be or be deemed an employee of CCLS Miami. Contractor shall have no authority to use the trade names or trademarks of CCLS Miami except as may be explicitly authorized by CCLS Miami in writing, and Contractor’s actions shall be strictly limited to those acts which are explicitly contemplated by this Agreement. 13. Compliance with Laws. A. Local Compliance. Each party shall at all times comply with all applicable laws, rules and regulations, governing its activity under this Agreement. In no event shall one party be liable or responsible for any failure of the other party to obtain any applicable license or permit or to comply with any applicable law. Contractor will, at its expense, obtain and maintain the governmental authorizations, licenses, registrations and filings that may be required under the laws of the Market Area to execute or perform this Agreement. Contractor will otherwise comply with all laws, regulations and other legal requirements within the Market Area that apply to this Agreement, including tax, foreign exchange legislation, and data protection laws. Contractor will promptly notify CCLS Miami of any change in these laws, regulations or other legal requirements that may affect the importation of the Promotional Materials or Contractor’s performance of this Agreement. B. Terrorist Acts. Contractor acknowledges that under applicable U.S. Law, including, without limitation, Executive Order 13224, signed on September 23, 2001 (“Order”), CCLS Miami is prohibited from engaging in any transaction with any person engaged in, or with a person aiding any person engaged in, acts of terrorism, as defined in the Order. Accordingly, Contractor represents and warrants to CCLS Miami that, as of the date of this Agreement, neither Contractor nor any person holding any ownership interest in Contractor, controlled by Contractor, or under common control with Contractor is designated under the Order as a person with whom business may not be transacted by CCLS Miami, and that Contractor: (1) does not, and hereafter will not, engage in any terrorist activity; (2) is not affiliated with and does not support any individual or entity engaged in, contemplating, or supporting terrorist activity; and (3) is not acquiring the rights granted under this Agreement with the intent to generate funds to channel to any individual or entity engaged in, contemplating, or supporting terrorist activity, or to otherwise support or further any terrorist activity. C. This entire Section 13 shall survive termination of this Agreement for whatever reason. 14. Indemnification. A. Contractor hereby agrees to indemnify and hold harmless CCLS Miami from and against any and all loss, cost, damage, claim or demand (including but not limited to attorneys’ fees) to the extent arising out of (i) the breach by Contractor of any provision of this Agreement, or (ii) any negligent or wrongful act or omission of Contractor. B. If any challenge, contention, allegation or claim for relief (collectively referred to herein as a “Contention”) is raised to or against Contractor with respect to the performance of Contractor’s activities under this Agreement, (i) Contractor shall immediately notify CCLS Miami in writing of the Contention; and (ii) if CCLS Miami determines in its sole discretion that CCLS Miami’s interests are or reasonably could be expected to be implicated in any way by the Contention, then CCLS Miami shall have the right, but not the obligation, to intervene (an “Intervention”) in Contractor’s handling and resolution of the Contention, including but not limited to, assuming control over the conduct and direction of Contractor’s activities with respect to the Contention. To the extent CCLS Miami chooses to proceed with an Intervention, CCLS Miami shall indemnify and hold harmless Contractor from and against any loss or expense resulting from such Intervention. C. This entire Section 14 shall survive termination of this Agreement for whatever reason. 15. Miscellaneous. A. Entire Agreement. This Agreement forms the entire and complete expression of intent between the parties as to the subject matter set forth herein and overwrites and replaces any previous agreements between the parties. This Agreement shall not be altered, amended or construed by any prior or contemporaneous oral or written agreement. This Agreement may not be amended or altered except by further written agreement signed by both parties. B. Language. The language of this Agreement is English, as spoken in the United States of America. In the event the terms of this Agreement may be translated into another language, such translation shall be for internal purposes of the party utilizing such translation. No translated copy of this Agreement shall be presented as evidence before any court, arbiter or other tribunal. C. Assignment. This Agreement shall be and be deemed an agreement for professional services from Contractor. Consequently, Contractor shall not assign, transfer or subcontract its rights or obligations under this Agreement without the express, prior written consent of CCLS Miami, which consent may be given or withheld in CCLS Miami’s sole discretion. D. No Third Party Beneficiary. There is no intended or actual third party beneficiary of this Agreement. E. Choice of Law. This Agreement shall be governed and construed under the laws of the state of Florida, USA. Any dispute or claim between the parties arising under or relating to the subject matter of this Agreement shall be settled in the United States of America by binding arbitration conducted by one (1) arbitrator under the Commercial Arbitration rules of the American Arbitration Association. Any such arbitration shall be conducted only in the English language. In the event of any proceeding to enforce one party’s rights against the other under this Agreement, the prevailing party shall have its costs and expenses of litigation, including without limitation reasonable attorneys’ fees, reimbursed by the other party. F. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable, such term or provision shall not affect the Agreement’s other terms or provisions, or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreements of the parties. G. Counterparts. This Agreement may be signed in counterparts and any xerographic or facsimile signature of a party shall be binding as an original signature. H. Survival. This entire Section 17 shall survive termination of this Agreement for whatever reason. IN WITNESS WHEREOF, this Agreement has been executed effective as of the Effective Date.

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Signed by Luiz Goncalves
Signed On: February 6, 2019

Signature Certificate
Document name: CCLS Agent agreement
lock iconUnique Document ID: 669926554aa3437d520ca3ab7b900aee5a9470f6
Timestamp Audit
February 6, 2019 10:50 am EDTCCLS Agent agreement Uploaded by Luiz Goncalves - IP