Copyright License and First Aid Services. Agreement to act as a course training Co provider on an Independent Business basis

Transcription

1 Copyright License and First Aid Services Agreement to act as a course training Co provider on an Independent Business basis Introduction This agreement is made on. and is between National First Aid National Training Authority Provider Number 3981 (Hereinafter referred to as NFA ) AND.. (Hereinafter referred to as the Co-Provider ) A. National First Aid (NFA) a Registered Training Organisation. NFA specializes in the provision of accredited first aid training to the public, schools, companies, businesses, clubs and other interested parties. B. The Co- Provider is an independent business to NFA that is either a first aid training organisation (whether registered or not), an in house trainer providing training programs to students and or invitees of the Co-Provider or is a school that wishes to provide training to its staff, nurses or students. C. The Co-Provider had requested NFA to use NFA Copyright Materials in its training programs and NFA agrees to such use subject to the terms of this Agreement. The agreement: Use of NFA Copyright Materials. 1. The Co-Provider is seeking the consent and NFA hereby consents to the Co- Provider using any of the NFA Copyright Materials, as provided to the Co- Provider from time to time, in the training programs conducted by the Co- Provider. 2. In the context of this Agreement, NFA Copyright Materials means any first aid training materials and information developed by NFA or provided by NFA to the Co-Provider in relation to the first aid training program the Co-Provider will be conducting.

2 Content of training programs and Copyright 3. The Co- Provider acknowledges and agrees that copyright subsist in NFA Copyright Materials. NFA own any intellectual property including, but not limited to, copyright and design rights, in the materials it provides the Co- Provider. 4. The Co-Provider must not amend, vary, alter, manipulate or reproduce, in any way, NFA Copyright Materials and must use the materials as they are. Accreditation, Supporting Documents and Fees 5. All supporting training course and assessment documentation must be forwarded back to NFA for processing and issuance of accreditation. Any documentation that is incomplete, missing or non-compliant will be returned. No issuance of accreditation will be forthcoming until all documentation is compliant. 6. Within 7 days of a participant completing training and/or assessment with the Co-Provider, the Co-Provider will forward a copy of all participant records and assessment documentation to the NFA Administration Manager. 7. In consideration for NFA providing the Co-Provider with the NFA Copyright Materials and issuing the Co-Provider with accreditation certificates, the Co-Provider irrevocably agrees to pay NFA the fees as set out in Schedule NFA will issue to the Co- Provider a Tax Invoice in compliance with the GST Law (A New Tax System (Goods and Services Tax) Act 1999) within 14 days of providing the NFA Copyright Materials or Issuance of certificates. Confidentiality 9. For the purpose of this clause 9, the following terms shall have the following meaning: (a) (b) Approved Purpose means the purpose for which the Confidential Information is disclosed to the Recipient as set out in this clause; Confidential Information means: a) any information which NFA discloses in any form or medium to the Co-Provider during discussions, negotiations or otherwise in connection with the Approved Purpose and this Agreement, irrespective of the date of disclosure. Without limiting the above, Confidential Information includes but is not limited to any financial and pricing data, business plans, policies, suppliers, inventions, product information, course information, events, marketing and/or promotion, and any information which the Co- Provider collects and/or develops for NFA as part of their working relationship including the term of this Agreement. Confidential Information does not include any information which the Co- Provider can conclusively establish: (i) was already public knowledge at the date of disclosure or was received by the Co-Provider from a third party

3 (otherwise than as a result of a breach of any obligation owed to NFA either by the Co-Provider or any third party); or (ii) was developed independently by the Co-Provider. 10. Approved Purpose for the purpose of this Agreement, the Approved Purpose is the provision of first aid training program by the Co-Provider based on information and course materials and accessories provided by NFA which is subject to copyright. 11. The Co-Provider may only use the Confidential Information for the Approved Purpose. The Co-Provider must not use or exploit the Confidential Information for any other purpose. 12. The Co-Provider may disclose Confidential Information to the Co-Provider s representatives only to the extent necessary to advance the Approved Purpose. The Co-Provider must ensure that its representatives comply with the obligations of confidentiality set out in this Agreement. 13. Except as expressly permitted in this clause, the Co-Provider must not disclose any Confidential Information to any third party. 14. The Co-Provider must take all reasonable security precautions to protect the Confidential Information. The Co-Provider will use at least the same level of security to protect the Confidential Information from disclosure as it uses for its own confidential information. 15. The Co-Provider may disclose Confidential Information to a third party only to the extent required by any applicable law or by the order of a court of competent jurisdiction. Prior to any disclosure under this clause, the Co-Provider must notify NFA and use its best endeavours to limit the disclosure in the manner reasonably requested by NFA. 16. The Co-Provider must notify NFA immediately in the event of any breach of the obligations set out in this clause. The Co-Provider will cooperate with NFA in every reasonable way to assist NFA in regaining possession of the Confidential Information and preventing its further unauthorised use or disclosure. 17. At the request of NFA, the Co-Provider must identify all parties (including any of its representatives) to whom it has disclosed Confidential Information. At NFA s request, the Co-Provider must either a) return all originals, reproductions and summaries of Confidential Information in its possession and the possession of any third party to whom it has disclosed Confidential Information, or b) certify that such materials containing Confidential Information have been destroyed. 18. All Confidential Information and materials containing Confidential Information remain the property of NFA. By disclosing information to the Co-Provider, NFA does not grant any express or implied right to the Co-Provider arising from any patents, copyright, trade marks, or trade secret information of NFA. 19. The Co-Provider acknowledges that any breach of this undertaking shall cause NFA irreparable harm. In the event of a breach or a threatened breach of the provisions of this clause, NFA shall be entitled to an injunction restraining the Co-Provider from using, disclosing, competing with or from rendering any service to any person or corporation to whom such Confidential information has

4 been disclosed or is threatened to be disclosed and not limited to but including competition with and its operations. Legislative Compliance 20. The Co- Provider agrees to abide by the code of practice, attached to this Agreement as schedule 2 as amended and published from time to time by NFA. The Co-Provider must have in place any authorisation and licenses required to operate its business and have in place the appropriate insurance coverage as expected or required of the Co- Provider. 21. NFA may amend the code of practice from time to time and will publish the amended code on its website and advise the Co-Provider of the changes to the code. The Co-Provider must adhere to the amended code of practice no later than 4 weeks after its publication. Independent Contractors and Liability 22. The Co-Provider acknowledges and agrees that nothing in this Agreement shall be interpreted to create a relationship of employer employee or agent and principle between NFA and the Co-Provider. The Co-Provider acknowledges and agrees that when conducting its training program, it does not represent or work for NFA but provides the training program as an independent body. 23. The Co-Provider hereby acknowledges that he/she has no authority whatsoever to incur any debt or liability on behalf of NFA and acknowledges that under no circumstances will NFA be held responsible for any debts or liabilities of any sort incurred in any way whatsoever by the Co-Provider unless with the written authority and permission of NFA. 24. In the event the Co-Provider (whether as a school, trainer or otherwise) engages the services of a third party agent, trainer, representative, or subcontractors to assist the Co-Provider in the conduct of its business, the Co- Provider acknowledges and agrees; (a) (b) that the Co- Provider is solely responsible and liable for the acts or omission of his agents, authorised representatives, trainers and subcontractors; and to indemnify and keep NFA indemnified against all losses, claims, expenses and suits made against or incurred by the NFA as a consequence of; (i) (ii) the Co-Provider or its agent, authorised representative, trainer or subcontractor s breach of this Agreement; and any act or omission of an agent, authorised representative, trainer or subcontractors of the Co-Provider.

5 25. The Co-Provider represents and warrants to NFA that: (a) (b) (c) (d) it is a business independently incorporated to NFA; it is an independent consultant/subcontractor; it has its own ABN; and it is appropriately qualified and have the necessary skills, resources, expertise and experience to provide the training in a proper, skilful, diligent and professional manner, with all due expedition and in accordance with the requirements of this Agreement. 26. The Co-Provider acknowledges and agrees that NFA relies on the representations and warranties as set out above. 27. The Co-Provider understands and acknowledges that; (a) (b) the Co-Provider s personnel are not employees, agents, subcontractors or servants of NFA; and the Co-Provider shall be solely responsible and liable for the engagement terms and remuneration of any of the Co-Provider s personnel. 28. In the event a liability is imposed on NFA under this Agreement with respect to the Copyright Materials or any other matter under this Agreement, the maximum liability that may be imposed on NFA is to correct any error in the Copyright Materials and to resupply the Copyright Materials to the Co-Provider. 29. The Co-Provider must ensure that the quality and quantity of the training resources used in each training program are appropriate and fully compliant to AQTF conditions, standards and VRQA guidelines. Advertising and Marketing 30. All Co Providers must clearly identify NFA as the approved RTO, specifying the NFA RTO number (3981) on their Advertising and Marketing materials directly relating to accredited first aid training. All advertising materials and marketing strategies from NFA approved Co-providers must fully comply to AQTF conditions, standards and VRQA guidelines. Disputes 31. If a dispute arises between the parties in relation to the operation of this Agreement, each of the parties must allocate such senior resources as is relevant to immediately investigate the issue and engage in good faith negotiation to resolve the dispute. The parties will allocate 21 days from the date a dispute was declared by one party and advised the other party to resolve the dispute. During the 21 days dispute resolution process, no party shall be entitled to commence litigation against the other party except for urgent

6 interlocutory relief. If the parties fail to resolve the dispute within the 21 days, the parties can either refer the dispute to mediation if the parties can agree on a mediator, request the president of the Law Institute of Victoria to nominate a mediator or litigate the matter. Termination 32. This Agreement may be terminated by either party by providing written notice to the other party. The notice does not have to provide reasons for termination. 33. On termination of this Agreement, the Co-Provider must immediately return all NFA Copyright Materials to NFA. 34. In the event of a breach of this Agreement by the Co- Provider or termination of this Agreement as a consequence of an act or omission of the Co-Provider, the Co- Provider agrees to indemnify and keep NFA indemnified against all losses, claims, expenses and suits made against or incurred by the NFA as a consequence of NFA breach of this Agreement. Executed by the Parties as an agreement Signed: NFA Name Date: / / 20 Signed: Witness Name Signed: Date: / / 20 Co- Provider Name Signed: Witness Name Note: Two original copies of this Agreement are to be signed by each party. One copy is to be retained by NFA. One copy is to be retained by the Co- Provider. NFA reserves the right to make any amendments without further notice.

7 Schedule 1 (effective January 1st 2014) 1 Equipment and Services NFA agrees to provide the following equipment and services: a. Training and assessment materials. b. Hire out resources as required e.g. manikins, AED c. All NFA resources for purchase d. Induction training to ensure compliance with NFA policies and procedures applicable to the work undertaken on behalf of NFA e. Professional development as required minimum annually. 2. Statements of Attainment A NFA will issue the necessary Statement of Attainment for the units of competency outlined in this schedule for a cost of (per unit excluding GST). HLTFA311A Apply First Aid $18 HLTFA211A Provide Basic Emergency Life Support $10 HLTCPR211A Perform CPR $7 HLTFA412A Advanced First Aid $ VIC Recognition & Management of Anaphylaxis $ VIC Automated External Defibrillation $ VIC Basic Oxygen Administration $ VIC Emergency Asthma Management $8 B NFA will transition to the new HLT Unit of Competency in about midway 2014 and the units of competency outlined in the schedule below will attract the following costs (per unit excluding GST) HLTAID001 Provide CPR $7 HLTAID002 Provide Basic Emergency Life Support (L1) $10 HLTAID003 Provide First Aid (L2) $18 HLTAID004 Provide Emergency Response in Education & Child Care $18 HLTAID005 Provide Remote First Aid (late 2014) $25 HLTAID006 Provide Advanced First Aid (L3) $25 HLTAID007 Provide Advanced CPR $10 Units below remain unchanged 22101VIC Automated External Defibrillation $ VIC Basic Oxygen Administration $ VIC Emergency Asthma Management $ VIC First Aid Management of Anaphylaxis $8 3. Resources (per unit excluding GST) Fun with First Aid $8 NFA Handy Hints $5 NFA Workbook $6

8 NFA Resuscitation Key Ring $5 NFA Anaphylaxis Learners Guide $7 NFA Asthma Learners Guide $7 Manikin Face Shields (box 36) $25 Manikin Faces $20 Manikin Hire per manikin $15 AED Trainer hire per course $75 The Co- Provider must pay all fees for Statement of Attainments and other training resources. Terms are 14 days from invoice

9 Schedule 2 Code of Practice Code of Practice for Trainer/Assessors NFA publishes from time to time this Code of Practice for Trainer/Assessors. All Training and Assessment staff must adhere to and subscribe to this Code of Practice and uphold its principles and sentiments. The aim of this Code of Practice is to support professionally responsible, current and ethical training and assessment practices. A breach of this Code of Practice is a breach of the Trainer/Assessor s agreement with NFA and it entitles NFA to terminate the agreement forthwith by giving the Trainer/Assessor notice.. In complying with this Code of Practice NFA trainer/assessors undertake to: Identify and acknowledge the differing needs and requirements of the participants, the client/s and / or industry and handle these with sensitivity. Identify and avoid potential forms of conflict of interest in the assessment process and / or outcomes and appropriate referrals are made, if necessary. Avoid all forms of harassment throughout the assessment process and in the review and reporting of assessment outcomes. Acknowledge and agree that the rights of participants are protected during and after the assessment process. Ensure that all participants are made aware of their rights and processes of appeal. Ensure that personal or interpersonal factors that are irrelevant to the assessment of competence must not influence the assessment outcomes. Ensure that evidence is verified against reliable and substantiated sources of information. Assessment decisions are based on available evidence that can be produced and verified by another assessor. Ensure that assessments are conducted within the boundaries of the assessment system policies and procedures. Ensure that assessment systems and tools are consistent with equal opportunity legislation. Ensure that all participants are informed of all assessment reporting processes prior to the assessment. Ensure that all participants are informed of all known potential consequences of assessment decisions prior to the assessment. Protect the confidentiality of information regarding assessment decisions / outcomes and records of individual assessment outcomes which identify personal details are only released with the written permission of the participant/s. Ensure that assessment outcomes are used consistently with the purposes explained to participants. Ensure that self-assessments are periodically conducted to ensure current competence against the Training and Assessment Training Package (TAE40110) competency standards. Ensure that Trainer/Assessor make decisions fairly, impartially and promptly, considering all available information, legislation, policies and procedures; Identify and undertake professional development opportunities. Create and maintain opportunities for networking amongst assessors.

10 Create opportunities for technical assistance in planning, conducting and reviewing assessment practice and participating in validation. Ensure that Trainers/Assessors have the necessary training and assessment competencies as determined by the National Quality Council or its successors. Ensure that Trainers/Assessors have the relevant vocational competencies at least to the level being delivered or assessed Ensure that Trainers/Assessors can demonstrate current industry skills directly relevant to the training/assessment being undertaken. Ensure that Trainers/Assessors continue to develop VET knowledge and skills as well as industry currency and trainer/assessor competence. Ensure that Trainer/Assessors act ethically and with integrity at all times; Record keeping: Trainer/Assessors must ensure that: they record actions and reasons for decisions to ensure transparency; they maintain record of their decisions in a secure and accessible data base; they will give access to NFA or any applicant to reasons for their decision in an assessment. Addressing complaints NFA promotes and maintains a transparent assessment system. Trainer/Assessors agree that any participant in an assessment/training who has a concern about the conduct of a Trainer/Assessor is able to raise their concern freely and without fear of intimidation or repercussion. The Trainer/Assessor must: Consider all complaints seriously; Investigate, where appropriate, formal complaints immediately; Take all reasonable steps to ensure any participant who makes a complaint in good faith is protected against any disadvantage, victimisation or discrimination because he or she reported a breach of the Code; and Follow the appropriate procedures and liaise with NFA as appropriate.