THIS LOCAL COORDINATOR AGREEMENT (this “Agreement”) is made this day of , by and between Summa Global Education, a Pennsylvania non-profit corporation (hereinafter “AnB Education”) and undersigned individual(s) (hereinafter referred to as “LC”)
AnB Education is a provider of international student programs, whereby foreign students from outside of the United States may be able to legally come to and study in the United States (the “AnB Education Programs”) and in consideration of the covenants and mutual promises contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
Engagement; Contractor; Term; and Termination. (a) On the terms and condition herein, AnB Education engages LC, and LC agrees to be engage, as an INDEPENDENT CONTRACTOR, to serve as a local coordinator for one or more AnB Education students as are, from time to time, assigned by AnB Education. Nothing hereunder requires that AnB Education assign a student to LC during the term of this Agreement or to continue any assignment, such assignment and the start/end dates thereof, being in AnB Education’s discretion. (b) LC shall be an independent contractor only and this Agreement does not create an employer-employee, agency, partnership or joint venture relationship between LC and AnB Education. LC shall not have any right, power or authority to act for, or on behalf of AnB Education, or to bind AnB Education in any way or to enter into or execute any agreement or contract on behalf of AnB Education. (c) The term of the engagement shall commence on the date set forth above, and shall continue for an initial term of one (1) year from such date, unless terminated earlier as set forth below. This Agreement shall automatically renew from year to year without notice, unless terminated as provided hereunder. (d) In the event this Agreement is terminated, the obligations of the parties under this Agreement shall terminate immediately (except for LC’s obligations provided in Sections 1(d), 3(b), 4, 5 and 6, all of which shall survive termination and except as otherwise expressly provided herein), and AnB Education shall only be obligated to pay LC compensation that has accrued to LC to the effective date of termination. This Agreement may be terminated (i) immediately by mutual agreement of the parties without the consent of any other person; (ii) by AnB Education for any or no reason, without any prior written notice or demand; or (iii) by LC for any or no reason, with thirty (30) days prior written notice to the AnB Education.
Duties and Responsibilities of LC. During the term of this Agreement, and in addition to other duties and responsibilities elsewhere provided, LC agrees: (a) that he/she shall devote all of such time as is necessary to perform the obligations, duties and responsibilities provided in this Agreement. LC shall perform his/her obligations, duties and responsibilities faithfully, competently and efficiently; (b) to prepare promotional materials to find host families for the assigned AnB Education student; (c) to strictly comply with, follow and observe all rules and regulations of AnB Education now in effect or hereinafter adopted, all of which are subject to change by AnB Education in its discretion, even if all regulations are not mentioned in this Agreement; (d) to strictly comply with, follow and observe all rules and regulations of CSIET regarding the exchange students’ program now in effect or hereinafter adopted, all of which are subject to change by CSIET in its discretion, even if all such rules and regulations are not mentioned in this Agreement. (See Final High School Rule with DOS Guidance and CSIET notes, 3/1/11); (e) Not to directly contact the parents of any then-current or former AnB Education students or any of his, her or their agencies in their native countries, without the express prior written consent of AnB Education; (f) to arrange for and conduct a face-to-face meeting with the assigned AnB Education student once every other month during the school academic year, for purposes as determined from time to time by AnB Education, including but not limited to the meetings at school as required by AnB Education; (g) to report monthly, in the manner and frequency required by AnB Education, to AnB Education regarding assigned AnB Education students, such report to be made following a required monthly phone call to the host family and a required monthly call to the school counselor; (h) to arrange the assigned AnB Education student’s temporary home stay in case such student needs to move out right away from the assigned host family for any reason. If LC cannot find a proper host family or replacement thereof, LC agrees to host such student to remain at LC’s house on a temporary basis and allow student to stay until new host family is located. LC will be paid a pro-rated home stay fee at same rate as former host family; (i) to comply with the regulation of CSIET that requires the Sponsor Organization to meet the host family along with the assigned AnB Education student in person within the first month; (j) Not to directly contact the parents of the any current or former AnB Education student or any of their agencies in their native countries, without the express prior written consent of AnB Education; (k) not to be affiliated in any capacity with any current or former host family of any current or former AnB Education students, including but not limited to in any business arrangement or business relationship, without the express prior written consent of AnB Education, even after the termination of this Agreement; (l) to communicate with AnB Education only through AnB Education’s designated representative(s); (m) not to communicate directly with the student’s natural parents, permanent legal guardian or the student’s home country’s exchange agency; (n) to strictly comply with, abide and observe all applicable AnB Education policies, rules and standards, which are subject to change by AnB Education in its discretion; (o) to perform all other duties and responsibilities as are normally associated with the position as local coordinator; (p) to perform all other duties as required from time to time by AnB Education; (q) to strictly comply with, perform and observe all the terms, conditions and provisions of this Agreement; and (r) warrant, and represent there are no restrictions, agreements, understandings, contracts or covenants whatsoever with others to which LC is a party which would prevent or make unlawful his execution of this Agreement or performance of services hereunder and that LC’s execution of this Agreement and engagement hereunder shall not constitute a breach of any contract, agreement, covenant or understanding, oral or written, to which he is a party or by which he is bound.
Compensation. (a) The following compensation shall be paid by AnB Education to LC for each assigned AnB Education student in accordance with AnB Education’s payment policies then in effect: (i) one time Host family placement of $200.00; (ii) one time home visit and paperwork fee of $150.00 paid after the assigned student is placed by AnB Education; (iii) management fee of $50.00/month per each student then assigned by AnB Education will be paid to LC at the end of each month (“Management Fee”); and (iv) With respect to the face to face meeting with the assigned AnB Education student once every month during the school academic year referred to above, LC will be paid by AnB Education $50.00 for each such meeting, except however that for any face to face meeting designated by AnB Education for purposes of official school meeting, LC will only receive $50.00 per school no matter how many assigned AnB Education students attend such meeting. With respect to such official school meeting, LC will additionally be paid for mileage $.54/mile per school and toll/parking fee after LC sends meeting report and photos documenting the meeting. The first and last months’ monthly Management Fee will be prorated as determined by the number of days the student is assigned by AnB Education to LC. No monthly Management Fee will be paid to LC for any period that the AnB Education student is not assigned to local coordinator. (b) LC will be responsible for and shall pay all taxes and other charges on and in connection with such compensation, and agrees comply with all municipal, local, state and federal laws, rules and regulations.
Confidentiality/Restrictive Covenant. (a) “Confidential Information” shall mean any and all financial and non-financial information, documents, technical or non-technical data, and other related data, of AnB Education, and/or of any company, business entity or business owned, in whole or in part or controlled by AnB Education and/or by any owner, shareholder, member, director or officer of AnB Education, (hereinafter each of the aforesaid, including but not limited to AnB Education, are sometimes referred to as “AnB Education Party” and collectively as “AnB Education Parties”), whether or not reduced to writing, which information has not previously been released to the general public with AnB Education’s authorization, including but not limited information relating to any business, finances, financing, services, operations, business plans, marketing, sales, pricing, billing, invoices, employees, consultants, contractors, personnel, host families, schools, students or other business matters of any AnB Education Party, whether or not capable of being patented or copyrighted, in any way obtained by LC as a result of its relationship with any AnB Education Party. All Confidential Information, regardless of media or location, and other documents made or compiled or otherwise acquired by LC, are and shall remain the sole property of the respective AnB Education Party. All originals and copies thereof shall be delivered to AnB Education upon demand for whatever reason. (b) It is acknowledged that AnB Education Parties are entitled to the protection of this Agreement because AnB Education Parties expended substantial resources toward developing a significant body of highly confidential and proprietary business information which has enabled it to establish a valuable and extensive trade of its services and products, and which is critical to the ability of AnB Education Parties to compete in the marketplace and that AnB Education Parties would suffer immediate and irreparable injury if LC used, divulged communicated or otherwise made use of or disclosed any Confidential Information for any purpose. LC agrees not to at any time following the date hereof, use in any way for his, her or their own account or the account of any third party, divulge, disclose or communicate to any third party, or otherwise make use of or disclose, or cause, permit or allow to be disclosed or used, any Confidential Information, or make use of or disclose documents or copies of documents containing Confidential Information or allow or assist third parties in using or disclosing Confidential Information. (c) During the term of this Agreement and for a period of four (4) years after the termination of this Agreement, LC agrees that he/she/they shall not, without the express prior written approval of AnB Education: (i) host or negotiate to host, or act as local coordinator or negotiate to act as local coordinator, for any then-current or former AnB Education student; (ii) have any communication with any then-current or former AnB Education student, any then-current or former AnB Education student’s parents, the exchange agency in their home country or any person or entity other than AnB Education, regarding a new contract to host or act as local coordinator for the then-current or former AnB Education student; or (iii) or be affiliated in any capacity with or any then-current or former host family of any AnB Education current or former, including but not limited to in any business arrangement or business relationship, without the express prior written consent of AnB Education. For purposes of this Agreement the terms “former” host family mean any host family that was a host family for any student that was at any time enrolled in any AnB Education Program within a four (4) year period prior thereto. For purposes of this Agreement the terms “former” AnB Education student mean any student that was at any time enrolled in any AnB Education Program within a four (4) year period prior thereto. This includes, but is not limited to, precluding the hosting or being a local coordinator for the same student after this Agreement expires or is otherwise terminated. (d) During the term of this Agreement and for a period of one (1) year after the expiration or other termination of this Agreement, without the express prior written approval of AnB Education, LC agrees that LC shall not, within a one hundred (100) mile radius of LC’s then-current address, serve as a local coordinator or host family for a foreign exchange student from any person or entity other than AnB Education. (e) LC acknowledges that the covenants contained in this Section are necessary for the protection of legitimate business interests of AnB Education and that the scope of this covenant is reasonable in time, geography, types, and limitations of activities and is supported by consideration. Recognizing that irreparable damage will result to AnB Education Parties in the event of the breach or threatened breach of any of the foregoing provisions, and that AnB Education Parties’ remedies at law for any such breach or threatened breach will be inadequate, AnB Education Parties and its, his, her and their successors and assigns, in addition to such other remedies which may be available to them, shall be entitled to an equitable relief and injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining LC, and each and every person, firm or company acting in concert or participation with LC, from the continuation of such breach and, in addition thereto, LC, shall pay to the respective AnB Education Party all ascertainable damages, including costs and reasonable attorneys’ fees, sustained by such AnB Education Party by reason of the breach or any breach of said covenants and assurances. The covenants and obligations set forth in this Agreement are in addition to and not in lieu of or exclusive of any other obligations and duties to any AnB Education Parties and whether express or implied in fact or in law. In addition to and not in limitation of any remedies provided elsewhere hereunder, in the event of any breach of any covenant herein, each AnB Education Party shall be entitled to receive, in addition to any other damages, attorney’s fees and costs in enforcing any rights hereunder and/or collecting any amounts payable hereunder. (f) If a final judicial determination is made that any provision of this Section is an unenforceable restriction against LC or any of them, the provisions hereof shall be rendered void only to the extent that such judicial determination finds such provisions unenforceable, and such unenforceable provisions shall automatically be reconstituted and become a part of this Agreement, effective as of the date first written above, to the maximum extent in favor of each of AnB Education Parties that is lawfully enforceable. A judicial determination that any provision of this Section is unenforceable shall in no instance render the entire Section unenforceable; but rather the Agreement will continue in full force and effect, absent any unenforceable provision, to the maximum extent permitted by law.
Indemnification. In addition to and not in limitation of any provisions elsewhere in this Agreement, LC agrees to indemnify and hold harmless any and all AnB Education Parties, and his, her, its and their owners, directors, officers, shareholders, members, attorneys, successors and assigns (hereinafter each is an “AnB Education Indemnified Party”) for, from and against (a) any breach of any representation or warranty, any breach or nonperformance of any agreement, covenant, promise, or obligation, or any nonfulfillment of any condition, on the part of LC contained in this Agreement, (b) any claim made against any AnB Education Indemnified Party arising out of LC’s performance of this Agreement, (c) and any and all liabilities, damages, consequential damages, losses, costs, expenses (including all attorneys' fees and costs) suffered or incurred by any AnB Education Indemnified Party incident to any of the foregoing, including but not limited to all legal fees and expenses incurred in enforcing this Agreement and/or in collecting amounts payable hereunder.
Miscellaneous Provisions. (a) Notwithstanding anything to the contrary herein, the sole remedy of LC in the event of any default by the AnB Education hereunder shall be to terminate this engagement and receive payment of all compensation accrued through the effective date of such termination. AnB Education shall not be liable to LC for any further damages of any kind or nature resulting from or in connection with any such default. (b) This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. (c) The exclusive jurisdiction over any disputes or proceeding arising of this Agreement shall be in the state and federal courts Montgomery County, Pennsylvania or Southeastern Pennsylvania, except however that AnB Education and/or any AnB Education Party may, in its or their discretion, commence any action to enforce the terms hereof or collect any amounts due or payable hereunder or otherwise due to it or them in connection with this Agreement in any other jurisdiction in which personal jurisdiction exists or any assets. Nothing herein precludes transfer of any judgment lawfully obtained hereunder in any jurisdiction as set forth herein to any other jurisdiction. (d) This Agreement embodies the entire agreement of the parties hereto in respect to the subject matter herein. No amendment or modification of this Agreement shall be valid unless it is set forth in writing and signed by all parties hereto. (e) This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, executors, administrators, successors, and assigns. (f) AnB Education may assign this Agreement without consent of LC. LC may not assign this Agreement, in whole or in party, without express prior written consent of AnB Education. This agreement shall also inure to the benefit of and be enforceable by the AnB Education Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. (g) If any term or provision of the Agreement shall be invalid, illegal or unenforceable, such provision shall be deemed to have been modified to the extent necessary to make it valid, legal, and enforceable and the validity, legality, and enforceability of any other term shall not in any way be affected or impaired thereby. (h) The use of singular shall be deemed to include the plural and vice versa. The use of any word indicating masculine, feminine, or neuter gender shall be deemed to include the other genders as well. Sections 1(d), 3(b), 4, 5 and 6 shall survive termination of this Agreement. (i) All notices must be given in writing and may be delivered by mail, fax or email to the address set forth herein, or to such other address, fax number or email as the party to be notified to the other party in writing: as to LC - Notice address shall be as set forth below signature of LC; and as to AnB Education: Summa Global Education, 290 Pennbrook Parkway, Lansdale, PA 19446, C/O Charles Yun, Fax No. 855-277-6562; Email : charlesyun@anbeducation.com. (j) The obligations and liabilities of LC are and shall be the joint and several obligations and liabilities of and every person signing this Agreement as LC.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above.