Centering In-House Training Agreement This Centering In-House Training Agreement (the Agreement ) outlines the terms and conditions by and between, Inc. ( CHI ) and (enter customer legal name) having a place of business at (enter customer address) ( Customer ), under which Customer is permitted to host the Centering In-House Basic Facilitation Workshop. CHI and Customer are sometimes referred to herein as the Parties and individually as a Party. Section 1. 1.1 Section 2. BACKGROUND Purpose. The Parties desire for Customer to host In-House Basic Facilitation Workshops for employees and individuals who engage in and/or support the provision of Centering care at one or more of the Authorized Training Sites. DEFINITIONS 2.1 Authorized Training Sites: Authorized Training Sites are the practice locations listed under Exhibit A attached hereto and covered by this Agreement. 2.2 Centering In-House Trainer: A Centering In-House Trainer is an individual who (i) has met the requirements listed under Exhibit B attached hereto, (ii) is an employee of Customer or an Authorized Training Site, (iii) CHI has certified as a Centering In-House Trainer and (iv) maintains his/her Centering In-House Trainer certification in good standing with CHI. 2.3 In-House Basic Facilitation Workshop: The In-House Basic Facilitation Workshop is a set of proprietary materials, tools and processes used by Centering In-House Trainers to teach Centering basic facilitation skills. 2.4 In-House Training Fee: The In-House Training Fee is the annual license fee that Customer pays to CHI as part of this Agreement. 2.5 Workshop Participants: Workshop Participants are employees or individuals who engage in and/or support the provision of Centering care at one or more of the Authorized Training Sites and participate in an In-House Basic Facilitation Workshop. Section 3. 3.1 Section 4. 4.1 LICENSE Grant of License. Subject to the terms and conditions of this Agreement, CHI grants to Customer a non-exclusive, limited, non-transferrable license to host In-House Basic Facilitation Workshops for Authorized Training Sites. This Agreement assumes that Customer will provide at least one (1) In-House Basic Facilitation Workshop at any of the Authorized Training Sites during the term of this Agreement. LICENSE FEE In-House Training Fee. In exchange for the license granted herein, Customer agrees to pay to CHI an annual In-House Training Fee in the amount of $2,000.00. The initial payment is due on the Effective Date of this Agreement and renewal payments are due prior to the first day of each Renewal Period (as defined under Section 6.1). CHI 1
reserves the right to adjust the annual In-House Training Fee and will notify Customer of such adjustment at any time prior to the first day of a Renewal Period. For the avoidance of doubt, all renewals of this Agreement are subject to the prevailing InHouse Training Fee for a specific Renewal Period. 4.2 Default. Failure to pay the annual In-House Training Fee by the due date will automatically terminate Customer s rights under this Agreement; however, Customer s obligations under this Agreement will continue until they are satisfied as determined by CHI, in CHI s sole discretion. 4.3 Reinstatement. Unless this Agreement has been terminated pursuant to Section 6.2, Customer may reinstate its rights under this Agreement by paying to CHI any overdue In-House Training Fee. Overdue payments are applied to each Renewal Period retroactively, starting with the first Renewal Period for which the In-House Training Fee is overdue. A Renewal Period is always based on the Effective Date of this Agreement and not on the date upon which CHI receives payment of the In-House Training Fee. Section 5. 5.1 CONDITIONS. Customer. Customer agrees to: (a) Maintain current memberships with CHI in good standing for all Authorized Training Sites, which includes paying the annual membership fee for all Authorized Training Sites. (b) Use only certified Centering In-House Trainers to conduct the In-House Basic Facilitation Workshops. (c) Notify CHI within thirty (30) days of any change in the employment status of Centering In-House Trainers. (d) Notify CHI of upcoming In-House Basic Facilitation Workshops at least thirty (30) days prior to the scheduled workshop. (e) Submit to CHI workshop evaluations, workshop leader/trainer evaluations, and a list of Workshop Participant names and email addresses within two (2) weeks after hosting an In-House Basic Facilitation Workshop. (f) Ensure that a minimum of eight (8) Workshop Participants are trained in every In-House Basic Facilitation Workshop. (g) Ensure that only eligible Workshop Participants, as defined in this Agreement, participate in the In-House Basic Facilitation Workshop. (h) Provide each Workshop Participant with a Centering Facilitator s Guide and Centering Patient Notebook for use during the In-House Basic Facilitation Workshop. (i) Provide the In-House Basic Facilitation Workshop free-of-charge to Workshop Participants. 2
5.2 Section 6. (j) Ensure that In-House Basic Facilitation Workshops are conducted in compliance with CHI s training procedures, guidelines, systems, and protocols. (k) Implement and maintain an orientation plan to introduce employees and students affiliated with an Authorized Training Site to the Centering models of group health care. (l) Implement and maintain a mentoring and continuing education plan for Workshop Participants beyond the In-House Basic Facilitation Workshop. CHI. CHI agrees to: (a) Recognize Workshop Participants who successfully complete the In-House Basic Facilitation Workshop as having completed the requirements of the Centering Basic Facilitation Skills Training and meeting the pre-requisites for participation in the Centering Advanced Facilitation Skills Training. (b) Evaluate outcomes from the In-House Basic Facilitation Workshops through review of workshop evaluations, workshop leader/trainer evaluations and through feedback from the Centering In-House Trainer, and share those evaluations with Customer. (c) Provide objectives and workshop agenda, upon request by Customer, for Customer s CEU/CME application. (d) Provide to Customer updated In-House Basic Facilitation Workshop materials, when such materials become available. (e) Notify Customer about continuing education workshops or activities required for Centering In-House Trainers to maintain competency. MISCELLANEOUS 6.1 Term. This Agreement is valid for one (1) year from the Effective Date and will automatically renew for additional successive one (1) year terms (each such successive term a Renewal Period ) on the anniversary of the Effective Date, subject to Section 4 of this Agreement. 6.2 Termination. Either Party may terminate this Agreement at any time with thirty (30) days prior written notice to the other Party. IN WITNESS WHEREOF, the Parties have executed this Agreement as of January 1, 2015 ( Effective Date ). Customer Signature Print Name CHI Representative Signature Print Name 3
EXHIBIT A List of Authorized Training Sites (ATS) ATS 1 ATS 2 ATS 3 ATS 4 ATS 5 ATS 6 4
EXHIBIT B Centering In-House Trainer Requirements The Centering In-House Trainer must meet the following minimum requirements: Complete a two-day Centering Basic Facilitation Workshop organized by CHI Complete an Advanced Facilitation Workshop organized by CHI Complete the Centering In-House Trainer Preparation Workshop organized by CHI Facilitate a minimum of six (6) Centering group series Execute and maintain in good standing a Centering In-House Trainer Agreement with CHI 5