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CONTRACT 3173 Vender Agreement CLOSEDCONTRACT AGREEMENT ' BACKSAm SITTINGSAFe Terns and Conditions 1. No warranties are expressed nor implied in regard to these materials. 2. Neither the video nor written materials may be duplicated. 3. All BACKSAFE® /SITTINGSAFE® materials supplied to Client as described in this Agreement are the property of Client while under terms of this Agreement. These materials may not be re -sold or transferred to any other party without express written consent of I.E.R., S.B.E., and F.I.T. 4. Release of Liability: I.E.R., S.B.E., and F.I.T. representatives are not responsible for misuse, misapplication, failure to screen participants for contra - indications to obstacle course or exercises, or unsafe classrooms or testing area conditions, and are exempt from all liability for BACKSAFE/SITTINGSAFE workshops. - 5. Client shall not make materials like licensed materials or marketing materials, and shall not use, sell, or distribute, advertise or promote in any manner, any like materials, except those materials produced by I.E.R. /S.B.E /F.I.T. Client shall not, and shall not permit anyone to produce, reproduce, or copy, in any manner whatsoever, any of the licensed materials or other copy, except as provided for in this agreement and specific sales contract. 6. INUREMENT: This agreement and each of the covenants and obligations hereof shall be binding upon and inure to the benefits of the parties hereto and their respective executors, administrators, successors, and assigns. 7. ENFORCEMENT: Should either party undertake legal action to enforce any of the terms of this Agreement, the prevailing party therein shall be entitled to reasonable fees and costs of suit incurred in connection therewith. 8. The agreement is to be governed by the laws of the State of California. If one section of this agreement is determined invalid by Californian law only that section will become invalid and the rest of this agreement shall remain in force. 9. PAYMENTS shall be made to Future Industrial Technologies, Inc. located at 350 South Hope Ave., A201, Santa Barbara, CA 93105, FEIN# 77- 0374836. 25% of contract value due upon contract signing. 25% of contract value due upon completion of pre - assessment. Client will be invoiced and payment due upon completion of all scheduled trainings. F.I.T. terms are "NET 15 Days ". If the client is unable to complete trainings within 120 days, the contract balance will be due in full. Any credit balance will be held for a period not to exceed 90 days from date of invoice. Client commits to training at least the number of employees per this contract. This contract is final. IT 11. F.I.T. retains the right to charge $.35 per mile when the distance from our Injury Prevention Specialis place of business to the training sight exceeds 10 miles. INITIAL W C�-- 12. Client agrees to pay or reimburse any and all incurred parking costs for pre- assessment and trainings. INITIAL K3 A, 13. Client agrees to make best effort to ensure that employees scheduled for training are punctual so the training may start on time. INITIAL 14. Client understands that F.I.T. considers this training valuable and agrees that no food will be available to employees or any other form of distractions will be allowed during the scheduled time of the training. INITIAL 401A.) 15. Client agrees to limit each workshop to a maximum of 20 employees and a minimum of 15. When les 1 employees are in a class, client will be billed for 15. INITIAL 16. Only individuals who have taken the initial two -hour BACKSAFE/SITTINGSAFE workshops are allowed to participate in the one -hour refresher courses available with our F.I.T. Three Year Program. Any individual who does attend a one -hour refresher course without the experience of the initial two -hour workshop will be charged at the prevailing two -hour workshop price. INITIAL 17. Cancellation of a class within two weeks of scheduled date will result in a charge of the minimum feepl 15 employees per cancelled class. INITIAL Q I accept a}d agree to all of the terms and conditions of t 's agreement. '&gz Client Name/Title tc CIY t ignature 04/91/2003 11:21 3103745525 B IRJIPIE DC DABCO 84�PAGE 01 BACKSAFE® /SITTINGSAFE® Preventative Maintenance A 9 reementAl , Employee, Training *Minimum of 15 per class Number of Employees Contract # (for F.I.T. use) Bill To: BACKSAFE Employee-Training' (less than 50 emps) Company Training Locations) r0. at- SITTINGSAFE Employee Training* (less than 50 emps) 100 $53.95 �z s BACKSAFE Employee- Training" (50 or more emps) $43.95 $43.95 41 SITTINGSAFE Employee Training" (50 or more emps) 49 Supervisor Training F.I.T. Consultant : b, H- B, -loViN Company Contact: �3f6) - 33 Consultant Phone: ' *6 561 _ 0- Contact Phone /Fax: /316) Purchase Order #: I Contact Email: Date of Pre-assessment: T p,� Date(s) of Training.-Tiak Date contract sold: :�YZ5/03 Employees' Job Descriptions: Q � SeG-�-ec� r pu�he Times per Y @gr: -- x Maintenance Agreement Discount % = per employee* N�G� Employee, Training *Minimum of 15 per class Number of Employees Cost per Employ" Total BACKSAFE Employee-Training' (less than 50 emps) $53.95 SITTINGSAFE Employee Training* (less than 50 emps) 100 $53.95 BACKSAFE Employee- Training" (50 or more emps) $43.95 $43.95 41 SITTINGSAFE Employee Training" (50 or more emps) 49 Supervisor Training SITTINGSAFE Personal Workstation Consultation /PWC $30 or $150 /hr Pre - Assessment Developmental Charge Materials Must be included unless previously trained) Quantity Unit Cost Total Employee Workbooks (O $5.00 - Spanish Employee Workbooks $5.00 BACKSAFE Exercise Cards $1.00 Spanish BACKSAFE Exercise Cards $1.00 SITTINGSAFE Exercise Cards 1 O $1.00 Posters $12.00 Supervisor Training Manuals $95.00 Videos (please specify) Travel Expenses (please specify) - W Sales Tax on Materials (tax specific to county, in CA only)` Shipping r Total A5, 00 25% Due upon Contract Signing 25% Due upon Completion of Pre- Assessment B (ALL TRAININGS MUST BE COMPLETED WITHIN 120 DAYS) 0 �p Please send payments to: Future Industrial Technologies, Inc.