1. Provider Acknowledgement
   OnTrack follows the rules and regulations for Nursing Assistant Training programs as set by federal and state regulations.  I acknowledge that our organization has obtained required approval for operating a Nursing Assistant Training program. Furthermore, I acknowledge that our program is in good standing with the -governing Department – and is not currently under program restriction due to a Nurse Aide Training and Competency Evaluation Program (NATCEP) loss. Should our program lose our authority to conduct Nursing Assistant Training in the future, we will immediately inform OnTrack and follow the process as set by the -Department – 
2. License Grant and Restrictions
   OnTrack grants to Provider a non transferable, nonexclusive, license to use the Materials for internal business purposes.  Provider is not authorized to modify or create derivative works based upon the Materials or share the Materials with third parties, unless otherwise stated herein.
   
   The Materials are developed to comply with Nursing Assistant program standards.  However, Provider hereby acknowledges that Provider is responsible for ensuring its own compliance of all relevant rules and regulations and specifically indemnifies OnTrack for regulatory violations, even if such violations arose out of use of the Materials.   
   
   Provider acknowledges that all OnTrack materials are only to be used for students registered for the OnTrack program.  Materials cannot be used to support or facilitate other NAR programs not associated with OnTrack.
3. Warranty
   OnTrack warrants that the OnTrack Materials, upon delivery to Provider, are approved and in compliance with program requirements.  Provider’s only remedy in the event of a defect in the Materials or breach of warranty will be, at OnTrack’s option, for OnTrack to either repair or replace the Materials, or to return the license fee paid.   OnTrack does not guarantee any level of results or success in using the Materials.
4. Payment
   Each student must be registered via www.ontracknatraining.com and registrations are single-use only.  Any change in fees requires a 60-day notice from OnTrack to the Provider.
   
   In the event the Provider chooses to cancel a student’s registration, a student discontinues OnTrack for any reason, or a student does not start the courses after registration has occurred, a cancellation fee of $200 will be charged to the Provider to cover registration expenses associated with the program. The cancellation fee applies to all cancellations from the point of student registration through the third (3^rd) module titled Person-Centered Care. Beyond this module, the Provider will be responsible for the full student registration fee regardless of the student’s completion of the OnTrack program. Provider shall be responsible for payment of all sales, use, value added or other taxes, federal, state, or otherwise if applicable.
5. Termination
   OnTrack may terminate this agreement and utilization of the program for the following reasons:
   • Non-Payment of fees
   • Program privilege loss as identified in survey results
   • Unauthorized use of OnTrack materials
   
   Either party may terminate this Agreement in the event the other party commits a material breach and fails to cure such breach within thirty (30) days of written notice.
   
   As of the time of termination for any reason, Provider shall cease use of the Materials, in whole or in part, and any and all rights granted by virtue of this Agreement shall be terminated.  At Provider’s own expense, Provider shall collect and return to OnTrack all copies of the Materials, in whole or in part, including any possible derivative works incorporating any elements from the Materials.  Termination shall also not relieve the Provider of its obligations regarding things which by their nature would survive termination, such as the confidentiality of the Materials and Services.
6. Confidentiality
   Provider agrees that the Materials and Services, including any customized products or services, contain proprietary and confidential information, including trade secrets, know-how, and other confidential information, that is the exclusive property of OnTrack or its’ developers and operators.  Provider and its employees and agents shall maintain the confidentiality of this information and shall not disclose or make available this information to any third party nor use such information except as authorized by this Agreement. Proprietary and confidential information includes but is not limited to pricing structure, documents, methodologies, policies, procedures, concepts, and all Materials.  Provider shall use the same standard of care in maintaining the confidentiality of the Materials as it takes to protect its own proprietary and confidential information, but in no event less than reasonable care.
   
   OnTrack shall maintain the confidentiality of all Provider documents, policies, procedures, and other confidential information, using the same standard of care it takes to protect its own proprietary and confidential information, but in no event less than reasonable care.  Results data may be shared for the purpose of program marketing generally, however, individual use of Provider identification can only be used with prior written authorization for utilization.
7. Ownership
   OnTrack owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Materials and any corrections, fixes, enhancements, updates, derivative works or other modifications, including custom modifications to the Materials, whether made by OnTrack, LeadingAge Minnesota, or EduCare. Provider expressly acknowledges and agrees that no revisions to the Materials or special materials produced under a Scope of Work shall be deemed to constitute “work made for hire” under the Federal copyright laws (17 U.S.C. Sec. 101) and, alternatively, Provider hereby irrevocably assigns all copyright ownership or other rights it might have in any such works to OnTrack.  The parties agree that no works within the scope of this Agreement are intended to be joint works of authorship, as that term is defined under U.S. copyright laws.
8. Limitation of Liability
   OnTrack shall not be liable for any indirect, special, incidental, exemplary or consequential damages including but not limited to procurement of substitute goods or services, loss of data or profits related to this Agreement or resulting from Provider’s use or inability to use the Materials, even if OnTrack has been notified of the possibility of such damages.  Except with respect to claims of gross negligence, under no circumstances shall the liability of OnTrack exceed the license and/or service fees paid by Provider to OnTrack under this Agreement for the prior calendar year for the Materials and Services giving rise to the claim.
9. Indemnification
   OnTrack shall defend and indemnify Provider from and against any claims based upon infringement of any U.S. copyright or patent by the Materials, provided that Provider notifies OnTrack of any such claim promptly in writing, allows OnTrack to control the proceedings, and cooperates fully.  OnTrack shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of an infringement claim, OnTrack may replace, in whole or in part, the EduCare Materials with substantially compatible and functionally equivalent materials, modify the materials to avoid the infringement, or refund a pro rata portion of the license fee paid by Provider, considering prior usage.  OnTrack shall have no obligation to defend and indemnify Provider if the alleged infringement of intellectual property rights is based upon the use of the Materials in combination with any unauthorized materials or in a manner not intended.
   
   The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Provider’s sole negligence. In the event that a claim arises in part out of the action or inaction of the Provider, OnTrack’s obligation to indemnify the Provider, shall be proportionate to the extent that the claim arose from the acts of OnTrack.  This clause will not be construed to bar any legal remedies OnTrack may have for the Provider’s failure to fulfill its obligation under this Contract.
10. Other Provisions
    OnTrack believes strongly that service behind the sale is a vital component to Provider satisfaction.  OnTrack team members are available to answer questions and field comments and suggestions for new product development and enhancements.   Call OnTrack team members and we will do our best to support you in any way you need it. OnTrack is available during normal business hours to the provider’s primary contact; no need is too great or too small.
    
    In the event there is a complaint or concern, the Provider must direct it initially OnTrack operating personnel.   We strive to handle a concern or complaint immediately but no longer than 10 business days from receipt. We value the Provider’s feedback and respond accordingly.