Instructor in Training License Agreement 
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STRIVE4YOU Instructor in Training License Agreement 
This Instructor in Training License Agreement is entered into by and between STRIVE4YOU, a not-for-profit corporation of the State of Tennessee, having offices at 668 Exmoor Drive, Goodlettsville, Tennessee 37072 (hereinafter referred to as “STRIVE4YOU”), on behalf of its Safety Education Empowering Defense (SEED) program and 
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with an address at
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( “INSTRUCTOR”), cumulatively or individually referred to as the Party or Parties
WHEREAS STRIVE4YOU has developed a culture for safety and security for all through the SEED program, which implements a holistic circle of services training body, mind, and spirit by establishing a realistic safety education curriculum along with a skilled based self-defense system specifically designed for people with disabilities; and 
WHEREAS STRIVE4YOU provides safety education & self-defense training/instruction to individuals seeking to live and travel independently in pursuit of a more inclusive society; and 
WHEREAS STRIVE4YOU has developed a specialized teaching methodology & standards, a system of techniques, and principled approaches for teaching the SEED curriculum & services of which have undergone extensive academic review to ensure it exceeds industry standards; and 
WHEREAS STRIVE4YOU reserves the rights of both all Intellectual property and copyright; and 
WHEREAS INSTRUCTOR wishes to become certified to be an INSTRUCTOR to present STRIVE4YOU’s SEED curriculum through workshops, webinars, ongoing classes, and other training sessions; and WHEREAS STRIVE4YOU is willing to certify INSTRUCTOR to teach and present the SEED curriculum subject to the terms of this agreement.  
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth, STRIVE4YOU and the INSTRUCTOR hereby agree as follows. 
1. Certification Applied For 
INSTRUCTOR desires to apply to be certified as a SEED INSTRUCTOR to teach the STRIVE4YOU SEED curriculum through the following identified training sessions: 

Safety Education Workshops & Webinars which explore the various topics on safety and security found within the SEED curriculum. 
Introductory Self-Defense Workshops which are in-person workshops that give participants an opportunity to see how practical and efficient STRIVE4YOU’s SEED system of physical techniques are, while providing a welcoming environment for truly meaningful safety education discussions especially as they pertain to specific concerns within the disability community. 
Ongoing Community Based Classes providing students regular classes for repetitive training of techniques and concepts to build effective skills, appropriate reactions to situations, and the confidence necessary to live and travel independently free of fear.  
 

The parties warrant that INSTRUCTOR meets the prerequisites identified in Exhibit A, attached hereto, and incorporated in its entirety, for the applied-for certification level. In the event documentation is necessary to verify INSTRUCTOR meets such prerequisites, both parties shall timely provide reasonable documentation to the STRIVE4YOU Evaluation Council that demonstrates all prerequisites are satisfied.  
2. Certification Requirements  
In addition to the fees identified in paragraph 3, INSTRUCTOR must successfully satisfy all initial certification requirements outlined in Exhibit A, attached hereto, and incorporated in its entirety, before the applied for certification shall be granted. The determination of whether certification requirements are successfully met shall be the sole discretion of STRIVE4YOU through the STRIVE4YOU Evaluation Council. 
3. Certification Fees 

An initial non-refundable certification fee is required to take the selected INSTRUCTOR Certification Course. Full payment must be satisfied as outlined in Exhibit A prior to certification being issued by STRIVE4YOU. INSTRUCTOR acknowledges that payment of this fee does not guarantee certification or that INSTRUCTOR will successfully complete all initial certification requirements. 
INSTRUCTOR will be required to pay an annual certification renewal fee each calendar year. Annual fees are due between January 1st and February 15th. The annual fee is $75.00. STRIVE4YOU reserves   the right to reassess all fees and will provide thirty (30) days prior written notice of any changes to any initial Certification or Renewal Fees. A $25.00 late fee will be assessed to any overdue payments received from February 16th thru March 31st and the INSTRUCTOR will be placed on administrative suspension and deemed “Not In Good Standing”. If the Certification Renewal Fee is not paid on or before March 31st, this agreement and the certification will be immediately terminated. 

4. Grant of Certification  
STRIVE4YOU hereby grants to INSTRUCTOR a non-exclusive license to teach the SEED curriculum for the training offerings outlined in paragraph 1 after completing all certification requirements as outline in Exhibit A. INSTRUCTOR agrees to only use the SEED curriculum in conjunction with teaching the training sessions for which they are certified for, and for no other reason, unless written permission is granted from STRIVE4YOU. INSTRUCTOR further acknowledges that they shall not teach any other curriculum in conjunction with the SEED Curriculum and any SEED training sessions for which INSTRUCTOR is certified to teach. 
5. Certification Duration 
The certification and license granted in this agreement is for an initial term of twelve (12) months. At the end of said term, a new agreement may be entered by both parties. STRIVE4YOU shall provide the INSTRUCTOR with a certification certificate outlining the certification term. 
6. Ownership & Rights 
INSTRUCTOR acknowledges and agrees that STRIVE4YOU is the owner of the right, title, and interest in all licensed material and SEED Curriculum.  INSTRUCTOR shall not take any act inconsistent with, nor contest STRIVE4YOU’s ownership in such licensed materials. 
7. Conflicts of Interest  
The INSTRUCTOR shall give full disclosure of the background surrounding any known or potential conflict of interest now or hereafter arising. Such full disclosure shall be made in writing to STRIVE4YOU prior to making the commitment or initiating the activity which poses a potential conflict of interest. For this paragraph, the term “conflict of interest” shall mean and refer to any situation or circumstance in which an individual or any of their family or associates either 

Has an existing or potential financial or other material interest that impairs or might appear to impair the individual's independence or objectivity of judgment in the discharge of responsibilities to STRIVE4YOU; 
Receives a financial or other material benefit from knowledge of information confidential to STRIVE4YOU; or 
Can influence business decisions internal or external to STRIVE4YOU in a way that could lead to personal or other gain or advantage.  

8. Confidentiality  
The INSTRUCTOR undertakes that he/she shall not at any time during the term, or after its termination or expiration, copy, use or disclose to any person any confidential information, except as permitted by this agreement. The INSTRUCTOR may disclose information if: 

STRIVE4YOU has given its prior written consent; 
He/she can show that the information was already, or has subsequently become, published or publicly available for use other than a resulting breach of this Agreement or of any confidentiality obligation owed by the INSTRUCTOR to STRIVE4YOU; 
It is disclosed on a confidential basis to its professional advisers for the purpose of advising that party in connection with this agreement and the advisers have first agreed to act in compliance with the confidentiality requirements of this agreement as if they were a party to it; or 
It is required by law. 

The INSTRUCTOR shall not use the confidential information for any purpose other than to perform its obligations under this agreement. 
9. Use of Name  
The INSTRUCTOR shall not make use of the name, logo, symbol, or image of STRIVE4YOU for publicity, advertising, or any other purposes without prior written approval from STRIVE4YOU in each instance. 
10. Compliance with Applicable Law  
INSTRUCTOR shall comply with all applicable federal, state, municipal and local laws as well as all rules, executive or other orders, requirements and regulations required within this agreement. INSTRUCTOR shall obey and conduct themselves in accordance with the STRIVE4YOU Code of Conduct and all STRIVE4YOU policies, rules and procedures as are in effect during the INSTRUCTOR’s performance of their obligations under this agreement.  
11. Termination  
The obligations and liabilities of STRIVE4YOU and the INSTRUCTOR under this agreement may be terminated as follows:  
(a) STRIVE4YOU may terminate this agreement and/or the INSTRUCTOR’s certification immediately if the INSTRUCTOR materially breach or does not perform their obligations contained herein; or  
(b) STRIVE4YOU may terminate this agreement without cause upon fourteen (14) days written notice to INSTRUCTOR unless the parties mutually agree to a shorter notice period.  
12. Effect of Termination 
Upon the expiration of this agreement, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination. No such termination shall relieve the INSTRUCTOR or STRIVE4YOU from any liability arising from any breach of this agreement. The parties may enter another agreement upon expiration of this one if they so choose. INSTRUCTOR agrees that in the event of such termination, the INSTRUCTOR will cooperate with STRIVE4YOU in completing a smooth transition by returning all STRIVE4YOU licensed certification or course materials. Upon termination, INSTRUCTOR shall immediately cease all use of the licensed material and shall immediately cease offering all training session subject to certification in this Agreement.  
13. Limitation of Liability 
Neither STRIVE4YOU nor any of its officers, directors, employees, or other representatives will be liable for any damages or injury, special, consequential, or otherwise, arising out of or in connection with the use of the licensed material, INSTRUCTOR’s presentation of the same, or any information contained therein. This limitation of liability is comprehensive and applies to all damages of any kind, including, without limitation, loss of data, income, or profit, loss of or damage to property, wrongful death/personal injury, and claims of third parties. STRIVE4YOU, its officers, directors, employees, or other representatives are not liable for any personal injury, including death, caused by INSTRUCTOR’s use of, presentation of, or reliance on the licensed materials. 
14. General Provisions  

 This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces any and all prior understandings, arrangements, agreements, and communications, whether written or oral.  
Any provision hereof found by a court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. If any provision of this agreement is held to be void or unenforceable, the remaining provisions will remain in Force.
 This agreement may be modified only through a writing signed by both parties.
This agreement may be executed by the parties in several counterparts, each of which shall be executed by both parties and be deemed to be an original. All such counterparts shall constitute the same agreement. 
The parties agree to treat electronic signatures as equivalent to handwritten signatures for the purposes of this agreement. The parties further agree to treat electronic and facsimile copies of signatures to this agreement as originals. The parties anticipate executing and exchanging the agreement electronically. The parties also agree that reproductions from electronically stored copies of this agreement shall be treated as originals. 

15. Choice of Law/Jurisdiction 
This agreement shall be governed and interpreted in accordance with the laws of the State of Tennessee without regard to conflict of law principles. The location and jurisdiction for the resolution of any disputes arising under this Agreement will be in the state or federal court located in the county, city and state of Davidson County, Nashville Tennessee. 
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Strive4You Confidentiality Agreement
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STRIVE4You Confidentiality Agreement
This agreement applies to all board or committee members, staff, private contractors, and volunteers associated with and/or involved in the activities or affairs of STRIVE For You (STRIVE4You). This includes all activity associated with STRIVE4You at its main office and all remote locations.
All data, materials, knowledge and information generated through, originating from, or having to do with STRIVE4You or persons associated with our activities, including contractors, is to be considered privileged and confidential and is not to be disclosed to any third party. All pages, forms, information, designs, documents, printed matter, policies and procedures, conversations, messages (received or transmitted), resources, contacts, e-mail lists, e-mail messages, client, staff or public information is confidential and the sole property of STRIVE4You.
This also includes, but is not limited to, any information of, or relating to, our staff, donors, operations and activities. This privilege extends to all forms and formats in which the information is maintained and stored, including, but not limited to hardcopy, photocopy, microform, automated and/or electronic form.
Donor information, including all file information, is not be disclosed to any third party, under any circumstances, without the consent of the STRIVE4You representative that is supervising you and the Executive Director.
Any disclosure, misuse, copying or transmitting of any material, data or information, whether intentional or unintentional, will subject you to disciplinary action and/or prosecution, according to the procedures set by STRIVE4You and any applicable laws.
My signature signifies I agree to these terms and will abide by, adhere to and honor all of the above.
First Name
Last Name
Date / Time
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Conflict of Interest
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STRIVE4You Conflict of Interest Policy 
Section 1: Purpose 
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. 
Section 2: Definitions 





a)Interested Person 
Any Director, principal Officer, or member of a committee with governing Board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person. 










b) Financial Interest 
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 












1) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, 














2) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or 














3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.







 
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 
 
A financial interest is not necessarily a conflict of interest. Under Article VIII, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists. 
 
Section 3. Procedures 



1) Duty to Disclose:  In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement. 



 



2) Determining whether a Conflict of Interest Exists:  After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. 



 
Annual Statements 

Each Director, principal Officer, member of a committee with governing Board delegated powers, and the Executive Director shall sign a CONFLICT OF INTEREST AFFIRMATION OF Compliance and fill out a POTENTIAL CONFLICT OF INTEREST DISCLOSURE Questionnaire at the beginning of each elected term, or upon hiring, which affirms such person: 

a) Has received a copy of the conflicts of interest policy, 
b) Has read and understands the policy, 
c) Has agreed to comply with the policy, and  
d) Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.  



 
Strive For You 
POTENTIAL CONFLICT OF INTEREST DISCLOSURE Questionnaire  
 
Please complete the questionnaire below indicating any potential conflicts of interest. If you answer "yes" to any of the questions, please provide a written description of the details of the specific action, policy, or transaction in the space allowed. Attach additional sheets as needed. 
 
A conflict may exist where an interested party directly or indirectly benefits or profits as a result of a decision, policy, or transaction made by Strive For You. The interested party would not have obtained this benefit were it not for his/her relationship with Strive For You.  
Has Strive For You proposed to contract or contracted to purchase or lease goods, services, or property from you or any of your relatives or associates? 
Board Members/ED only: Has Strive For You offered employment to you or any of your relatives or associates? 
Have you used your relationship with Strive For You to obtain a contract or employment for yourself or any of your relatives or associates from a person or entity that does business with Strive For You? 
Have you or any of your relatives been provided use of the facilities, property, or services of Strive For You in a way that is not available to others who benefit from the organization’s services? 
Have you, a relative, or an associate been in a position to benefit financially from an action, policy, or transaction made by Strive For You?
Other issues or situations not addressed above:
Please explain if you answered “yes” to any of the above. 
 
STRIVE4You CONFLICT OF INTEREST AFFIRMATION OF COMPLIANCE
I have received and have carefully read the Conflict of Interest Policy for Board Members, the Executive Director and Managers. I have considered not only the literal expression of the policy, but also its intent. By signing this affirmation of compliance, I hereby affirm that I understand and agree to comply with the Conflict of Interest Policy. I further understand that Strive For You is a nonprofit organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes without personal inurement or benefit by Board Members., consultants/volunteers or staff (other than by salary). 
 
I hereby state that I do not have any conflict of interest, financial or otherwise that may be seen as competing with the interests of Strive For You, nor does any relative or associate have such a potential conflict of interest. Should I foresee a conflict of interest I have disclosed it on the accompanying document.  
 
If any situation should arise in the future that I think may involve me in a conflict of interest, I will promptly and fully disclose in writing the circumstances to the Chair of the Board of Directors or to the Executive Director, as applicable. 
 
I further certify that the information set forth in the Disclosure Statement and attachments, if any, is true and correct to the best of my knowledge, information and belief.
First Name
Last Name
Signature:
Date :
 
 
Annual Review and Reaffirmation:
Signature:
Date :
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