Certification Agreement

1 PURPOSE

The International Business Training Association (IBTA) is in the business of selling education and certification programs for business professionals. The International Business Training Association has created the Certified Business Professional (CBP) program under which individuals may become certified. These certification programs are the Certified Business Professional (CBP), the CBP Executive (CBPe), the CBP Master Executive (CBPme) and the CBP Certified Instructor (CBP CI). (Additional programs may be added, altered, deleted, substituted or otherwise changed from time to time, and the inclusion here is not an agreement to continue to provide or support such programs.)

2 DEFINITIONS

2.1 PROGRAM means any one of the certification programs offered by IBTA under this CBP Certification and Non-Disclosure Agreement (CBP Certification Agreement).

2.2 MARKS include but are not limited to the CBP, CBPe, CBPme and CBP Certified Instructor (CI) marks and logos or any additional mark, which IBTA, from time to time, may offer.

2.3 LICENSED SERVICES means selling, providing in any manner, administering, or offering pre- and post-sales service and support of IBTA's courseware that corresponds with the Program or Programs successfully completed by the participant. The CBP Program may include but is not limited to third-party training, self-study materials, products and/or certifications, aspects of which are beyond the control of International Business Training Association.

2.4 CBP Authorized Training Provider (CBP ATP) means any organization that has been approved by IBTA International as an authorized training provider facility.

2.5 CBP Authorized Academic Provider (CBP AAP) means any organization that has been approved by IBTA as an academic provider facility.

3 CERTIFICATION

Your Program certification is based on successful completion of testing and adherence to the requirements in the current or future Program as may be disclosed. IBTA may change at any time the requirements for obtaining or maintaining any Program certification.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IBTA HAS THE RIGHT NOT TO GRANT OR RENEW YOUR CERTIFICATION IF IBTA REASONABLY DETERMINES IN GOOD FAITH THAT YOUR CERTIFICATION OR USE OF THE CORRESPONDING MARKS WILL ADVERSELY AFFECT IBTA. THIS AGREEMENT APPLIES TO ANY AND ALL PROGRAMS THAT YOU COMPLETE.

4 USE OF LICENSE

Subject to the terms and conditions of this Agreement, IBTA grants to you a non-exclusive and non-transferable license to use the marks relating to the Program certification you have earned. You may use the marks on promotional displays and advertising materials as may, in your judgment, promote the license. You may not use the marks or claim to be certified in the Program unless you have completed the Program certification requirements and have been notified by IBTA in writing that you have achieved certification status for that particular Program. You agree to cease using the marks immediately upon notification by IBTA to do so.
You shall at no time use marks to mislead, misrepresent, imply or suggest (1) you have obtained a level of certification that you have not, (2) IBTA endorses or recommends the services provided by you or your employees, contractors or affiliates, (3) IBTA has entered into a joint venture, partnership, or relationship other than having granted a certification to you, or (4) in conjunction or affiliation with any training activity, or to promote the qualifications you or any entity providing training or like services, or that you have competence or skill to teach.

5 TERM AND TERMINATION

5.1 Term. This Agreement is effective when you agree to the electronic acknowledgment at the end of the agreement. IBTA's obligation to perform, and your ability to use the marks, and certification status will begin on the date you receive written notice from IBTA that you have met all the requirements necessary to receive your specific Program certification. After you agree to this agreement, you will be sent an electronic file copy of the agreement for your records.

5.2. This agreement does not obligate IBTA to comply or otherwise provide service until IBTA has notified you in writing that you have met all program requirements, including accepting the terms of this Agreement. You must communicate your acceptance by submitting an electronic form before you complete the Program requirements.

5.3 Either party may terminate this Agreement without cause for any or no reason by giving thirty (30) days' or more prior written notice to the other party. The termination will not relieve you from your obligations to IBTA to protect it services, marks, proprietary information, or for you to otherwise perform under this agreement. Termination by IBTA is without prejudice to any rights it may have under this Agreement. In addition, IBTA may cancel if you fail to perform any of your obligations under this Agreement; and/or if you use the marks without complying with the testing requirements under this agreement.

5.4 In the event of a default, IBTA will give you written notice of termination of this Agreement. IBTA may immediately terminate this Agreement.

5.5 Upon termination of this Agreement for any reason, you must immediately stop using the marks. Upon termination, all rights granted under this Agreement to you will cease, including any rights to represent your former or current status within any IBTA certification program.

6 CONDUCT

You agree to conduct business in a manner, which reflects favorably at all times on the programs and reputation of IBTA. You agree to not misrepresent your certification status or your level of skill and knowledge related thereto.
You will not participate in any cheating incident, breach of security, misconduct or any other behavior that could be considered a compromise of the integrity or confidentiality of any CBP certification examination or any CBP certification.
Failure to comply with the requirements of this section shall constitute a material breach of this Agreement for which IBTA may terminate this Agreement immediately.
Such behaviors include, but are not limited to, the following: (1) giving any other certification candidate, or receiving from any other certification candidate, assistance of any kind related to any CBP certification examination during such examination; (2) using any aids, notes or other materials, except those expressly allowed by IBTA, during any CBP certification examination; (3) attempting to take any CBP certification examination for someone else; (4) failing to follow test regulations or instructions of a testing center administrator or otherwise violating any testing center regulations or policies; (5) causing a disturbance of any kind in a testing center; (6) removing or attempting to remove questions and/or responses (in any format) or notes, note boards or scratch paper from the testing room; (7) tampering with the operation of the testing center computer or attempting to use it for any function other than taking a CBP certification examination during such examination; (8) talking in the testing area; (9) violating the terms of the CBP Retake Policy referred to below or in this Agreement; (10) improper use of logo and marks per the guidelines which have been provided; and (11) misrepresenting certification or level of skill related to the certification achieved.
The value of certification depends upon exam security and appropriate business practice by candidates and certification holders. Holders of CBP certifications are members of a professional community of practice. As such, you are obligated to help protect the integrity and value of the certification by reporting any known instances of misconduct to exam@CBPcertify.com.
In no event may you enter into any 3rd party agreements that would affect the rights of, or bind IBTA in any manner without the written consent of the IBTA’s Board of Directors.

7 OWNERSHIP

No title to or ownership of the marks or proprietary technology is licensed to you. IBTA owns and retains all title and ownership of all intellectual property rights in its products or marks.

8. INFORMATION TRANSFER

8.1 You agree to the transmission and use of your personal information as set forth herein: (1) CBP test delivery vendors gather personal information from your registration and testing site; the personal information is transmitted electronically by CBP test delivery vendors to its central certification database, which may be located in another country. CBP test delivery vendors will then also transmit the certification candidate’s personal information electronically to other companies with which CBP has business relationships concerning testing and certification and, possibly to its supporting vendors; (2) world-wide personnel from IBTA, CBP test delivery vendors, its supporting vendors, and other companies with which IBTA has a business relationship with concerning testing and certification, have controlled access to the your personal information; (3) IBTA will use the your personal information to process the certification. Your personal information may also be used by IBTA and other companies with which IBTA has a business relationship concerning testing and certification for subsequent marketing communications.

8.2 IBTA may, but has no obligation to, make available to third parties, upon written request by you, information verifying your certification status. You are responsible for insuring that such information is accurate and current. IBTA assumes no responsibility for incorrect information provided by IBTA in response to a request by a third party to verify certification.

8.3 You consent to processing of your certification information by IBTA and associated companies in connection with the operation of the CBP programs. Such processing may include disclosure to third parties, such as the certification candidate’s employer.

8.4 You consent to the forwarding of your certification information and status to other test publishers who use CBP certifications to fulfill requirements for their certifications when you have requested your information and status be forwarded to them.

9 GENERAL PROVISIONS

IBTA retains all rights not expressly conveyed to you by this Agreement. You agree that the marks and goodwill associated with those marks exclusively inure to the benefit of, and belong to, IBTA. You have no rights of any kind whatsoever with respect to the marks licensed under this Agreement except to the extent of the license granted in this Agreement.

You agree not to file any new trademark, collective mark, service mark, certification mark, domain name, and/or trade name application(s), in any class or in any Country, for any trademark, collective mark, service mark, certification mark, and/or trade name that, in IBTA’s opinion, is the same as, similar to, or that contains, in whole or in part, any or all of IBTA's trade names, trademarks, collective marks, service marks, and/or certification marks, including, without limitation, the marks licensed under this agreement. This section shall remain in effect after termination of the agreement. You agree to assist IBTA, to the extent reasonably necessary and at IBTA's expense, to protect or to obtain protection for any of IBTA's rights to the marks. In addition, if at any time IBTA requests that you discontinue using the MARKS and/or substitute a new or different mark, YOU will immediately cease use of the marks and cooperate fully with IBTA to ensure all legal obligations have been met with regards to use of the marks.

You agree to indemnify and hold IBTA harmless against any loss, liability, damage, cost or expense (arising out of any claims or suits made against IBTA) (i) by reason of your performance or non-performance under this Agreement; (ii) arising out of your use of the marks in any manner whatsoever except in the form expressly licensed under this Agreement.

IBTA reserves the right to revise the terms of this Agreement from time to time. In the event of a revision, your signing or otherwise manifesting assent to a new agreement may be a condition of continued certification.

Governing Law and Venue
This Agreement will in all respects be governed by the laws of the United States and venue of any actions will be in the courts of the State of Florida.

Non-Waiver
No waiver of any right or remedy on one occasion by either party will be deemed a waiver of such right or remedy on any other occasion.

Assignment and Transfer
Neither this Agreement nor any of your rights or obligations arising under this Agreement may be assigned or transferred. You may not transfer your program certification to another person.

Independent Contractors
You acknowledge that you and IBTA are independent contractors and you agree that you will not represent yourself as an employee, agent, or legal representative of IBTA International. In no event shall you have any right to make any representation, warranty or promise on behalf of IBTA.

Limitation of Liability - Indemnification
You agree to indemnify and hold IBTA harmless against any loss, liability, damage, cost or expense (including attorney fees) arising out of any claims or suits made against IBTA (i) by reason of your performance or non-performance under this Agreement; (ii) arising out of your use of the marks in any manner whatsoever except in the form expressly licensed under this Agreement; and connected with (1) your use of the title licensed here in; (2) any personal injury, property damage, or other claims which are caused directly or indirectly, in whole or in part, by your negligence, illegal acts or omissions; (3) your use of the CBP logos and/or marks, (4) your promotion, sale, performance or distribution of the licensed services; (5) your promotion or performance of services with respect to CBP content as to which you are certified; (6) your use or misuse of CBP confidential information as described in this Agreement. Some jurisdictions do not allow the exclusion or limitation of liability. Such exclusion or limitation may not apply. However, such exclusion or limitation shall apply to the greatest extent permitted by law. Whether for breach or tort, including negligence, even if the party has been previously advised of the possibility of such damages. Liability for damages will be limited and excluded, even if any exclusive remedy provided for in the Agreement fails in its essential purpose to the amount of fees paid by you to participate in the program during the previous twelve (12) months - up to a maximum of $500. Your compliance with the Agreement and all statutes, regulations, and rules outlined in this Agreement will be at your full expense.

Neither this Agreement nor any terms nor conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship between the you and IBTA or CBP or as granting a franchise. You may not advertise, promote or suggest in any manner that the services being provided to customers in connection with the CBP logos and designations are provided by, sponsored by, or associated with the IBTA or that you are employed by, affiliated with, or sponsored by IBTA or CBP except to state that you have successfully completed all requirements for a particular certification(s), including having successfully passed any applicable exams for a particular version of CBP exams.

NON-DISCLOSURE AGREEMENT.You specifically agree as part of this agreement to retain in confidence all information and know-how transmitted to you by IBTA. Said information specifically includes but is not necessarily limited to certification examination questions and materials provided by International Business Training Association which may not be disclosed or discussed in any portion with others, or posted or published in any forum or through any medium whatsoever or in any manner disclosed either orally, through notes or transmitted electronically in any forum or in any way whatsoever. You are also obligated to maintain the confidentiality of information that you received in any manner from any another party that is the confidential information of IBTA, including certification examination questions and materials. You must notify IBTA of the receipt of confidential information within 24 hours of receipt. The failure to fully comply with these provisions shall be deemed to be a default of this agreement, and may subject you to immediate termination of certification or any other default provisions under this agreement. Nothing herein shall prohibit International Business Training Association from seeking criminal sanctions for dissemination or disclosure of its proprietary and/or confidential information. Your obligation of confidentiality under this agreement shall survive the termination or expiration of this agreement.

Modifications
Any modifications to the typewritten face of this Agreement will render it null and void. This Agreement will not be supplemented or modified by any course of dealing or usage of trade. Any modifications to this Agreement must be in writing and signed by both parties.

Attorney Fees and Costs
You agree that if legal action is required by IBTA to enforce compliance with this agreement, you shall be responsible for all attorneys' fees and costs necessary to enforce the agreement.

THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE AND NO WARRANTY OF NON-INFRINGEMENT. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE TRAINING, LICENSE, CERTIFICATION, PROGRAM, MARKS, OR ANY INFORMATION PROVIDED BY IBTA.

Agreement Form

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