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Term and Termination
Certification remains in effect until this Agreement is terminated. Either of
us may terminate this Agreement or your certification, with or without cause,
on one month's written notice. However, if you repudiate this Agreement,
materially breach any of its terms or make any material misrepresentation to us,
we may terminate this Agreement at any time, on written notice.
Our only obligation is to provide the notice called for in this section and we
are not liable for any claims or losses if we do so.
Trademarks
The welcome package provides you with advertising guidelines for our logos, trade
and service marks, trade names, emblems and titles (collectively called "Trademarks")
and contains the certification title IBM authorizes you to use. You may also use
the emblem associated with that title. You may use the Trademarks only as described
in the guidelines and only in association with the title IBM authorizes you to use.
You agree, at IBM's request, to change or stop using any advertising or promotional
material that misuses, as IBM determines, the Professional Certification Trademarks
as stated in the guidelines. When this Agreement ends, you agree to promptly stop
using IBM's Trademarks. If you do not, you agree to pay any expenses and fees that
IBM incurs in getting you to stop. You agree that any goodwill attaching to IBM's
Trademarks as a result of your use of them belongs to IBM. You agree not to
register or use any mark that is confusingly similar to any of IBM Trademarks.
Business Conduct
You agree to conduct your business in a way that does not adversely affect IBM's
reputation or goodwill. IBM may, at its sole discretion, determine whether your
services meet IBM's standards.
IBM's Liability
IBM IS NOT LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION,
LOST PROFITS, LOST SAVINGS, OR ANY INCIDENTAL, SPECIAL, OR OTHER ECONOMIC
CONSEQUENTIAL DAMAGES, EVEN IF IBM IS INFORMED OF THEIR POSSIBILITY. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
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Your Liability
In addition to damages for which you are liable under law and the terms of this
Agreement, you will indemnify us for claims by others made against us
(particularly regarding statements, representations, or warranties not authorized
by us) arising out of your conduct under this Agreement or as a result of your
relations with anyone else.
Agreement Modifications
In order to maintain flexibility in our relationship, IBM may change this Agreement
upon written notice to you. However, these changes are not retroactive. They
apply as of the effective date IBM specifies in the notice. Any other changes
must be in writing and signed by both you and IBM.
General Provisions
Each of us agrees that:
- any terms of this Agreement, which by their nature extend beyond the date this
Agreement ends, remain in effect until fulfilled
- we will allow the other reasonable opportunity to comply before it claims that
the other has not met its obligations.
- failure by either of us to insist on strict performance or to exercise a right
when entitled, does not prevent either of us from doing so at a later time,
either in relation to that default or any subsequent one.
You agree:
- that certification does not ensure that you will qualify for any particular
employment.
- that your rights under this Agreement are not property rights and, therefore,
you cannot transfer them to anyone else or encumber them in any way.
- not to assign, or otherwise transfer, this Agreement or your rights or obligations
under it this Agreement, without our prior written consent. Any attempt to do
so is void.
This Agreement is governed by the laws of the State of New York. This Agreement
is the complete agreement between us regarding this transaction, and replaces
all prior oral and written agreements relating to the transaction.
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