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ATO Contract

International Association of IT Asset Managers, Inc.
www.iaitam.org

Terms and Conditions

For IAITAM Accredited Training Organizations
Accredited by APMG-International
Delivering IAITAM Courseware

IAITAM, Inc.

World Headquarters

4848 Munson St. NW

Canton, Ohio 44718

+1.330.628.3012

This Accredited Training Organization Agreement (the “Agreement”) is entered into thisApril 20, 2024 (the “Effective Date”) by and between International Association of Information Technology Asset Managers, Inc., a company incorporated in the State of Ohio having offices at 4848 Munson St. NW, Canton, OH 44718 (“IAITAM”); and a company incorporated in whose registered office is at . (“Accredited Training Organization” or “ATO”). IAITAM and ATO are sometimes referred to individually as “Party” and collectively as the “Parties.”RECITALSWHEREAS, IAITAM develops ITAM certification programs, including the courseware and certification exams (the “IAITAM Courseware”), and licenses the delivery of its ITAM certification programs to training organizations worldwide;WHEREAS, APMG-International (“APMG”) is an Accreditation and Certification organization and has well- established and proven processes for assessing training companies to ensure both the organization and trainers meet a specified quality standard;WHEREAS, IAITAM has appointed APMG to manage the accreditation of training organizations that are licensed to offer the IAITAM Courseware to train candidates for the certifications that IAITAM will continue to administer; andWHEREAS, once this Agreement is signed by IAITAM and ATO, APMG will begin the accreditation process, which will involve: (i) conducting APMG Quality Management System (“QMS”) assessments by qualified APMG assessors on each new ATO; (ii) conducting trainer observations and subject matter interviews by qualified APMG assessors for all new trainers; (iii) managing the accreditation and certification reports and open issues until closed and the ATO has been accredited and the trainers have been certified; (iv) conducting continued surveillance on ATO in line with the current APMG QMS as documented in the APMG Quality Manual (which is published by APMG on the APMG network at www.apmg-network.com); (v) communicating relevant accreditation and audit specific information to ATO through APMG’s existing e-lert system, and (vi) listing all accredited training organizations on the APMG website (www.apmg-international.com).NOW THEREFORE, in consideration of the mutual promises, covenants and agreements set forth below, the Parties agree as follows:1) ATO acknowledges and agrees that: (i) IAITAM has appointed APMG to manage the ATO’s accreditation; (ii) IAITAM has appointed APMG to ensure that both the ATO and its trainers meet a specified quality standard; (iii) it is required to attain accreditation from APMG and maintain compliance with criteria and conditions for accreditation as set forth by IAITAM and APMG; (iv) it will use commercially reasonable efforts to advertise, market, promote and/or otherwise offer for sale the IAITAM Courseware; (v) it will conduct at least one (1) certification course in any nine (9) month period of time; (vi) it will refrain from any sort of conduct that, in IAITAM’s and/or APMG’s reasonable judgment, is seriously prejudicial to the best interests of IAITAM and/or APMG, the IAITAM Courseware or volatile of the ITAM profession in general, and (vii) it will cooperate with APMG and/or IAITAM to verify compliance with the QMS, including allowance for the auditing of documentation when deemed applicable by APMG and/or IAITAM and providing APMG and/or IAITAM access to all personnel associated with training, training materials, records, surveillance activities, reassessment and protocol for resolution of complaints. /

2) With regard to the IAITAM Courseware, ATO agrees to make claims of accreditation only pertaining to the IAITAM Courseware for which ATO has been granted by APMG.3) ATO agrees that it will not represent to the public that it is authorized to train candidates with IAITAM Courseware until accreditation has been granted by4) ATO agrees to timely pay all fees as set forth on Exhibit C and as invoiced by IAITAM and/or APMG.5) ATO agrees that it will not use its APMG accreditation and/or the IAITAM Courseware in such a manner that brings discredit to IAITAM and/or APMG, and never make any statement relevant to said APMG accreditation and/or the IAITAM Courseware which IAITAM and/or APMG may consider misleading or unauthorized.6) ATO is granted a non-transferable, non-assignable and non-exclusive license by IAITAM, through its accreditation by APMG, to use the IAITAM Courseware and the trademarks and logos set forth on Exhibit A of this Agreement (the “Trademarks”). ATO is not permitted to use the IAITAM Courseware, the IAITAM or APMG name, or any other of IAITAM’s or APMG’s registered or unregistered trademarks, except as set forth in this Agreement.7) IAITAM will support ATO as follows:a) IAITAM will list ATO as an Accredited Training Organization on the IAITAM company website, denoting location of ATO and the
IAITAM Courseware the ATO is accredited to deliver;b) IAITAM will assign ATO an IAITAM Partner Manager to aid ATO in marketing collateral generation, suggestions, and
educational support; andc) IAITAM will provide a web portal for ATO, IAITAM and APMG to use to deliver marketing collateral, reports and otherwise
collaborate to move the program forward.IAITAM reserves the right to add to or delete the support offerings delineated in this Paragraph 7 in its sole discretion.8) When using the Trademarks and/or making reference to accreditation status and/or the IAITAM Courseware in communication media such as advertising, brochures or other documents (including any materials in digital, electronic or computerized form, or in any form of media that exists now or is developed in the future), ATO agrees to comply with all of the terms and conditions of this Agreement, any restrictions imposed by law or the ATO’s accreditation and the Trademark and Communications Guidelines (attached to this Agreement as Exhibit B and incorporated herein by this reference). /

9) ATO acknowledges and agrees not to contest, either directly or indirectly, during or after termination or expiration of this Agreement and/or withdrawal or suspension of its accreditation: (i) IAITAM’s and/or APMG’s ownership of, rights to and interest in the Trademarks and/or any other of IAITAM’s and/or APMG’s registered or unregistered trademarks; (ii) IAITAM’s and/or APMG’s sole right to grant licenses to use all or any element(s) or component(s) of the Trademarks and/or any other of IAITAM’s and/or APMG’s registered or unregistered trademarks; (iii) that IAITAM and/or APMG are the owners of all right, title and interest in and to the Trademarks and/or any other of IAITAM’s and/or APMG’s registered or unregistered trademarks, used in any form and in any design, alone or in any combination, together with the goodwill they symbolize; and (iv) the validity or ownership of the Trademarks and/or any other of IAITAM’s and/or APMG’s registered or unregistered trademarks.10) ATO acknowledges and agrees not to contest, either directly or indirectly, during or after termination or expiration of this Agreement and/or withdrawal or suspension of its accreditation, IAITAM’s ownership of, rights to and interest in the IAITAM Courseware.11) ATO acknowledges and agrees that the IAITAM Courseware and any and all intellectual property rights, including, without limitation, copyright, trademark, and trade dress rights in and to the IAITAM Courseware, are and shall be the property solely of IAITAM. In the event that ATO makes any derivative work premised in any way upon the IAITAM Courseware, the derivative work and all intellectual property rights thereto, including without limitation, copyright, trademark, and trade dress, shall be the property solely of IAITAM.12) If IAITAM, in its sole discretion, determines that it is essential or advantageous to translate the IAITAM Courseware to a language other than U.S. English, IAITAM will, at its cost, arrange for the translation and provide the translated training materials under the restricted license to use the IAITAM Courseware set forth in Paragraph 6 of this Agreement. Notwithstanding, if any of the IAITAM copyrighted materials, including the IAITAM Courseware, are translated, whether by IAITAM and/or ATO and/or a service provider commissioned by either Party, ATO acknowledges and agrees that the copyright to any such translation and/or version is IAITAM’s exclusive property and that ATO has no right, title, interest or claim to the copyright or any form of ownership and assigns or will assign any interest that it might be able to claim, by operation of law or otherwise, in any such translation and/or version to IAITAM.13) ATO acknowledges and agrees that the Trademarks, and any other of IAITAM’s registered or unregistered trademarks, have acquired a secondary meaning which identifies IAITAM as the source of the IAITAM Courseware and that the ATO is delivering the IAITAM Courseware with IAITAM’s approval. All use of the Trademarks, or any other of IAITAM’s registered or unregistered trademarks, and all goodwill arising from the use of the Trademarks, and any other of IAITAM’s registered or unregistered trademarks, by ATO, will inure to IAITAM’s benefit and become IAITAM’s property. ATO has no right to modify or change the Trademarks or any other of IAITAM’s registered or unregistered trademarks. Upon expiration or termination of this Agreement and/or upon IAITAM’s request at any time, ATO agrees to promptly assign to IAITAM any rights or registrations to the Trademarks and/or any other of IAITAM’s registered or unregistered trademarks that it may obtain. /

14) ATO agrees that it will assist IAITAM and/or APMG, if necessary, in the jurisdiction that ATO is located, as may reasonably be required and at IAITAM’s and/or APMG’s expense, with the application, prosecution, protection and enforcement of the Trademarks or any other of IAITAM’s and/or APMG’s registered or unregistered trademarks, the IAITAM Courseware and/or any other intellectual property that is proprietary to IAITAM and/or APMG.15) ATO agrees to indemnify IAITAM and its members, officers, directors, employees, lawyers, agents, predecessors, successors and assigns (the "IAITAM Indemnified Parties") against, and hold the IAITAM Indemnified Parties harmless from, all losses, costs, liabilities, damages, claims, and expenses, including reasonable attorneys' fees, arising out of or resulting from (i) any claimed occurrence at ATO’s training center or arising from, as a result of, or in connection with the operation of ATO’s training center in any way; (ii) any bodily injury, personal injury, death or property damage suffered by any candidate, delegate, student, guest, customer, visitor or employee of ATO’s training center; (iii) ATO’s alleged or actual infringement or violation of any patent, trademark, copyright or other proprietary right owned or controlled by third parties; (iv) ATO’s alleged or actual violation or breach of any contract, federal, state or local law, regulation, ruling, standard or directive, or of any industry standard; (v) any other business conducted by ATO or a third party in, on or about ATO’s training center or its grounds; (vi) any other of ATO’s acts, omissions or obligations or those of anyone associated or affiliated with ATO or ATO’s training center or in any way arising out of or related to ATO’s accreditation; or (vii) any acts or omissions of any of ATO’s contractors, subcontractors, suppliers or vendors doing business with the ATO. ATO will give the IAITAM Indemnified Parties written notice of any action, suit, proceeding, claim, demand, inquiry or investigation involving the IAITAM Indemnified Parties within five (5) days of ATO’s actual or constructive knowledge of it. IAITAM agrees to notify ATO promptly of any action, suit, proceeding, claim, demand, inquiry or investigation for which it seeks indemnification and will not, absent a court order or ATO’s prior written consent, communicate with any other person regarding any such claim. Provided the claim is covered by this indemnity, ATO will defend the IAITAM Indemnified Parties against the same and/or settle the action, suit, proceeding, claim, demand, inquiry or investigation at ATO’s expense and risk. The IAITAM Indemnified Parties will permit ATO to control the defense and settlement of such claim, but may participate in the defense and/or obtain separate counsel of their choice and at their own cost if they believe the interests of ATO and IAITAM may conflict.IAITAM agrees to indemnify ATO and its members, officers, directors, employees, lawyers, agents, predecessors, successors and assigns (the "ATO Indemnified Parties"), and hold the ATO Indemnified Parties harmless, from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of ATO’s use of the Trademarks and/or the IAITAM Courseware. ATO agrees to notify IAITAM promptly of any challenges or claims to ATO’s use of any of the Trademarks and/or IAITAM Courseware and will not, absent a court order or IAITAM’s prior written consent, communicate with any other person regarding any such claim. Provided the claim is covered by this indemnity, IAITAM will defend the ATO Indemnified Parties against the same and/or settle the action, suit, proceeding, claim, demand, inquiry or investigation at IAITAM’s expense and risk. The ATO Indemnified Parties will permit IAITAM to control the defense and settlement of such claim, but may obtain separate counsel of their choice and at their own cost if they believe the interests of ATO and IAITAM may conflict. /

IAITAM is not required to indemnify the ATO Indemnified Parties to the extent any infringement claims result from: (a) modifications made by ATO to the IAITAM Courseware or Trademarks; (b) ATO’s continued use of the IAITAM Courseware or Trademarks after being notified in writing by IAITAM and/or after being provided with modifications to the IAITAM Courseware or Trademarks that would have avoided the alleged infringement without significant loss of performance or functionality; or (c) ATO’s use of the IAITAM Courseware or Trademarks beyond the scope of the applicable license.16) During the term of this Agreement and for a period of three years thereafter, ATO shall maintain in force, with a reputable insurance company, professional indemnity and other comprehensive general liability insurance and shall produce Certificates of Insurance evidencing the insurance coverage, naming IAITAM as an Additional Insured.17) ATO shall be entitled to terminate this Agreement for any reason by giving 30 days written notice to IAITAM.18) IAITAM shall be entitled to immediately terminate this Agreement by giving written notice to ATO if ATO’s accreditation status with APMG is IAITAM may terminate this Agreement upon 30 days written notice to ATO if:a) ATO breaches this Agreement, and for breaches capable of being remedied, does not remedy the breach within 30-days after it is
notified of the breach. IAITAM may require ATO to present a written plan for the remedying of the breach and may at its discretion give ATO more time to remedy the breach without losing its right to end the Agreement; orb) ATO is bankrupt; takes advantage of the insolvency or bankruptcy laws of any jurisdiction; admits in writing its inability to
pay debts as they become due; winds up its business voluntarily or otherwise; or becomes for any reason incapable of continuing to perform its obligations under the Agreement.19) IAITAM shall be entitled to immediately suspend ATO from providing services under this Agreement during any period that the ATO is in breach of this Agreement and/or ATO’s accreditation status with APMG is suspended by giving written notice to If IAITAM suspends the Agreement, all amounts due to IAITAM and/or APMG, including any late fees, interest, and/or any other amounts owed to IAITAM and/or APMG which are unpaid, shall be due immediately upon notice from IAITAM to ATO that this Agreement is suspended.20) Upon termination, expiration or suspension of this Agreement for any reason, ATO agrees to discontinue its use of all advertising matters and materials that reference IAITAM and/or the IAITAM Courseware and/or that contain any of the Trademarks and/or any other of IAITAM’s registered or unregistered trademarks.21) Upon expiration or termination of this Agreement and/or withdrawal of ATO’s accreditation, ATO will immediately stop holding itself out to the public as an IAITAM ATO accredited by APMG, and will take whatever action is necessary to assure that no use is made of the Trademarks and/or any intellectual property owned by IAITAM and/or APMG, whether registered or unregistered, including the IAITAM Courseware. ATO agrees that it will return to IAITAM all of IAITAM’s proprietary materials, remove all Trademarks and/or other of IAITAM’s proprietary materials and/or trademarks, whether registered or unregistered, used and/or displayed at the ATO’s training center or facility, and take all other actions ("De- identification Actions") required to preclude any possibility of confusion on the part of the public that the ATO is still accredited by APMG to train candidates with the IAITAM Courseware or is otherwise providing the IAITAM Courseware. If ATO fails to take all De-identification Actions, IAITAM and/or APMG will be entitled to recover all losses, costs, expenses and damages caused by that failure. IAITAM and/or APMG will also be entitled to relief by injunction, and any other right or remedy at law or in equity to enforce IAITAM’s and/or APMG’s rights. ATO also agrees to pay IAITAM and/or APMG within fifteen (15) days after this Agreement and/or accreditation expires or is terminated, or on any later date that IAITAM and/or APMG determines, the amounts due to IAITAM and/or APMG, late fees, interest, and all other amounts owed to IAITAM and/or APMG which are unpaid. /

22) ATO agrees to immediately notify IAITAM and APMG of any infringement or dilution of or challenges to use of any of the IAITAM and/or APMG Trademarks and/or IAITAM Courseware and will not, absent a court order or IAITAM’s and/or APMG’s prior written consent, communicate with any other person regarding any such infringement, dilution, challenge or claim. IAITAM and/or APMG will take the action it deems appropriate with respect to such challenges and claims and, in IAITAM’s and/or APMG’s discretion, have the sole right to prosecute, defend and/or settle all disputes of this type and/or concerning use of all or any part of the IAITAM and/or APMG Trademarks and/or IAITAM Courseware. ATO will cooperate with IAITAM, at IAITAM’s expense, including any reasonable requests to sign any documents IAITAM and/or APMG believe are necessary to prosecute, defend or settle any dispute or obtain protection for the IAITAM and/or APMG Trademarks and/or the IAITAM Courseware and assign to IAITAM and/or APMG any claims that ATO may have related to these matters. All recoveries made as a result of disputes regarding use of all or part of the Trademarks and/or the IAITAM Courseware will be for IAITAM’s and/or APMG’s account.23) ATO agrees to submit samples of all advertising and promotional materials to IAITAM that use the Trademarks and/or any other of IAITAM’s registered or unregistered trademarks and/or reference IAITAM and/or APMG and/or the IAITAM Courseware (including any materials in digital, electronic or computerized form, or in any form of media that exists now or is developed in the future) before ATO produces or distributes them. ATO agrees that it will not begin using any such materials until IAITAM approves them. If an approval or response is not received by ATO within ten (10) business days after IAITAM’s receipt of such request, such right of approval shall be deemed waived and such material shall be considered approved for so long as this Agreement is in full force and effect. Once approvals have been obtained, a submission for approval of future or repeated use is not required, unless the materials are modified or changed, or unless changes are required by IAITAM. ATO agrees to furnish random samples of its advertising and promotional materials, and the like, to IAITAM two (2) times per year to ensure quality control. ATO also agrees to immediately discontinue its use of any advertising and promotional materials that use the Trademarks and/or any other of IAITAM’s registered or unregistered trademarks and/or reference IAITAM and/or APMG and/or the IAITAM Courseware, that IAITAM reasonably believes is not in IAITAM’s best interest, or the best interest of the ATO, even if IAITAM previously approved any such materials.24) ATO agrees to inform IAITAM in writing within 30 days of any changes or pending changes in any aspect of the ATO’s legal, commercial or organizational status, location, operation or other matter that may affect the ATO’s accredited activities or compliance with the terms and conditions of this Agreement or the requirements for maintaining accreditation with APMG. /

25) ATO agrees that during the active delivery of IAITAM Courseware, the ATO and its trainers will remain vendor neutral in both the written course presentation slides as well as during oral delivery. This does not prohibit ATO from co-branding the course presentation slides with ATO’s corporate logo and/or supplementing the course presentation slides with additional vendor neutral content (note that no changes may be made to the content on the base course presentation slides and the order of the base course presentation slides may not be changed), however, IAITAM reserves the right, in its sole discretion, to approve or disapprove the co-branded and/or supplemented course presentation slides before use by the ATO.26) ATO agrees that it will make all necessary adjustments communicated in writing to ATO to comply with the criteria, requirements or conditions for accreditation as directed by APMG and/or IAITAM. Completion of adjustments must be made in such time as deemed reasonable by APMG and/or IAITAM.27) ATO agrees that it is not the legal representative or agent of IAITAM, nor does ATO have the power to obligate IAITAM for any purpose. ATO expressly acknowledges that IAITAM has a business relationship based entirely on, and defined by, this Agreement and the conditions under which ATO’s accreditation has been granted and that no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by reason of this Agreement or ATO’s accreditation. IAITAM will not have any responsibility to any person for any debts, liabilities, damages, claims or expenses related to the establishment, construction or operation of the ATO’s training center(s) or arising out of or related to the ATO’s policies, procedures, practices or alleged practices in the operation of its training center(s) or any other business conducted by the ATO at its training center(s).28) ATO agrees to comply, and to cause the Affiliates to comply, and to assist IAITAM to the fullest extent possible in its efforts to comply, with Anti-Terrorism Laws (defined below). In connection with that compliance, ATO certifies, represents, and warrants that none of its property or interests is subject to being blocked under, and that ATO otherwise is not in violation of, any of the Anti-Terrorism Laws. “Anti- Terrorism Laws” mean Executive Order 13224 issued by the President of the United States, the USA Freedom Act, and all other present and future federal, state, and local laws, ordinances, regulations, policies, lists, and other requirements of any governmental authority addressing or in any way related to terrorist acts and acts of war. Any violation of the Anti-Terrorism Laws by ATO and/or any of the Affiliates, or any blocking of ATO’s and/or any of the Affiliates’ assets under the Anti-Terrorism Laws, shall constitute good cause for immediate termination of this Agreement and/or immediate revocation of ATO’s accreditation. /

29) Any notice required or permitted to be given under this Agreement shall be in writing and deemed given and effective upon delivery if sent by personal delivery or by facsimile transmission, email or a recognized courier service such as FedEx, UPS or DHL, and addressed as follows:
If to ATO:
If to IAITAM:IAITAM, Inc.4848 Munson St. NWCanton, Ohio 44718, USAAttention To: Dr. Barb RembiesaEmail: Barb@iaitam.orgPhone: +1.330.628.301230) ATO’s agreement and acceptance of these terms and conditions shall be governed by and construed in accordance with the laws of the State of Ohio, USA. The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Cleveland, Ohio, USA. ATO hereby consents and agrees that the State or Federal Courts located in Cleveland, Ohio, USA, shall have exclusive jurisdiction to hear and determine any claims or disputes between IAITAM and ATO pertaining to these terms and conditions or to any matter arising out of or related to this Agreement and/or ATO’s agreement herein; provided, that nothing herein shall be deemed to operate or preclude IAITAM from bringing suit or taking other legal action in any other jurisdiction to enforce a judgment or other court order in favor of IAITAM. ATO expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and ATO hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, forum non conveniens or the service provisions of the Hague Convention. ATO hereby waives personal service of the summons, complaint and other process issued in any such action or suit.31) ATO warrants, represents and agrees that all statements made by it to IAITAM and/or APMG in its application for accreditation, and all other documents and information submitted to IAITAM and/or APMG, are true, correct and complete and will be updated so to be always true, correct and complete. ATO further represents and warrants that it has the full legal power and authority to agree to these terms and conditions and that by agreeing to these terms and conditions ATO will not be breaching any agreement to which it is a party. ATO hereby indemnifies and holds IAITAM harmless from any breach of these representations and warranties. These warranties and representations will survive the termination or expiration of this Agreement and/or ATO’s /

32) This Agreement may not be assigned by ATO to any other person(s), firm(s), corporation(s) or other entities without the prior express written approval of IAITAM. IAITAM may terminate this Agreement by giving notice effective immediately to ATO upon ATO transferring or assigning (by operation of law or otherwise) any of the rights or responsibilities under this Agreement without the prior written consent of IAITAM, except as permitted under this Agreement.33) The provisions of Paragraphs 4, 5, 8, 9, 10, 11, 12, 13, 15, 16, 22, 27, 28, 30 and 31 shall survive the termination of this Agreement.34) Entire Agreement; Amendment. No representations or statements of any kind made by either Party that are not expressly stated herein or in any written amendment hereto shall be binding on such Party. The Parties agree this Agreement, its Exhibits, and Schedules thereto, shall constitute the complete and exclusive statement of the agreement between them, and supersede all prior or contemporaneous proposals, oral or written, and all other communications between them relating to the subject matter hereof. The parties may amend the Exhibits to this Agreement by mutual written amendment. Any such amendment shall not impair the terms and conditions of this Agreement, which shall remain in full force and effect. Any amendments to the Exhibits shall not in any way diminish any rights of the Parties in connection with this Agreement, except to the extent expressly stated in any such amendments. Any amendment to the Agreement or Exhibits shall be signed or initialed by the authorized representatives of the Parties and shall reference, or be attached to, this Agreement.35) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute a single agreement.36) ATO represents that it has read and understands the contents of this Agreement; that it has executed it voluntarily and upon advice of counsel; and that it has not been influenced by any persons or attorneys. The terms and conditions of this Agreement are absolutely confidential between the Parties and shall not be disclosed to anyone else, except as shall be necessary to effectuate its terms. Any disclosure in violation of this section shall be deemed a material breach of this Agreement.37) ATO agrees that the Recitals of this Agreement comprise essential facts and representations and shall have the same force and effect as other terms of this Agreement.38) ATO agrees to designate an AUTHORIZED REPRESENTATIVE to be responsible for ensuring that all criteria and conditions deemed relevant for accreditation are met and maintained and that ATO is in compliance with the terms and conditions of this Agreement. /

Exhibit A
Trademarks
INTERNATIONAL ASSOCATION OF INFROMATION TECHNOLOGY ASSET MANAGERSIAITAM
IAITAM

Exhibit B
Trademark and Communication Guidelines
The core component of IAITAM’s identity and brand image is the usage of IAITAM’s registered and unregistered trademarks. In order for IAITAM to achieve maximum brand recognition and logo conformity, ATO is required to follow the guidelines set forth in the Agreement and herein.IAITAM’s trademarks, whether registered or unregistered, are valuable assets. By following these guidelines, ATO is helping IAITAM protect its valuable trademark rights and brand identities. By using an IAITAM or APMG trademark, in whole or in part, ATO is acknowledging that IAITAM and/or APMG own the trademark, whether registered or unregistered, and promises that it will not interfere with IAITAM’s and/or APMG’s rights in its trademarks, whether registered or unregistered, including challenging IAITAM’s and/or APMG’s use, registration of, or application to register such trademarks, alone or in combination with other words, anywhere in the world, and that ATO will not harm, misuse, or bring into disrepute any of IAITAM’s and/or APMG’s trademarks, whether registered or unregistered. Except for the limited right to use as expressly permitted under this Agreement and these guidelines, no other rights of any kind are granted hereunder, by implication or otherwise.

ATO must use IAITAM’s and APMG’s trademarks, whether registered or unregistered, as directed by IAITAM and/or APMG in all forms and mediums of communication, electronic or printed, when the IAITAM Courseware is being
ATO must place the IAITAM trademarks, whether registered or unregistered, in all forms and mediums of communication, electronic or printed, in a prominent location when the communication is solely in regards to the IAITAM Courseware. As set forth in Paragraph 23 of the Agreement, ATO must submit communication layout and style to IAITAM for approval before any communications can be sent
ATO is not allowed to alter IAITAM’s trademarks, whether registered or unregistered, in any way which includes but is not limited to:
- Alteration of the trademark’s color
- Alteration of the trademark’s background color
- Alteration of the trademark’s scale below 150x120 pixels or above 400x296 pixels

ATO is not permitted to embed IAITAM’s trademarks, whether registered or unregistered, in any other logo or graphical representation (which includes but is not limited to color overlays, splices and/or putting any type of icon or clipart over top of the trademark) without express written permission from IAITAM.Any use of APMG’s name and/or trademarks, whether registered or unregistered, should be in accordance with the intellectual property rights (IPR) guidelines which are available to all ATOs via the APMG-Network.
/

Exhibit C
FeesAPMG Accreditation & IAITAM Trainer Certification Fees
Note: If the ATO is currently accredited with APMG, Option 1 and Option 2 are therefore not necessary, and these options are waived.There will be two options for ATO:Option 1: ATO will pay an Initial ATO Accreditation Fee to APMG for accreditation of one or more of the following IAITAM certifications: CHAMP, CSAM, CITAD, CMAM, CAMSE and/or CAMP. This fee covers the ATO’s QMS assessment.Requirements for Trainer Certification:

Each ATO Trainer must complete the ATO Self-Paced Training course and pass the IAITAM Train- the-Trainer course examination. The ATO Self-Paced Training course delineates the IAITAM framework, IAITAM Certification Classes and the IAITAM Train-the-Trainer course. The cost of the ATO Self-Paced Training course is USD$500 and the cost of the IAITAM Train-the-Trainer course examination is USD$250.

Each ATO Trainer must have a current certification for each IAITAM Certification Course for which the Trainer will provide training. For example, if the Trainer will provide training for CSAM and CHAMP, the Trainer must have a current certification for both CSAM and CHAMP. The cost of each Certification Exam is USD$250.

NOTE: Trainers must first complete the ATO Self-Paced Training course and pass the IAITAM Train-the- Trainer course examination before taking any IAITAM Certification Exam.Option 2: ATO will pay an Initial ATO Accreditation Fee to APMG for accreditation of one or more of the following IAITAM certifications: CITAM, CHAMP, CSAM, CITAD, CMAM, CAMSE and/or CAMP. This fee covers the ATO’s QMS assessment.Requirements for Trainer Certification:

Each ATO Trainer must complete the ATO Self-Paced Training course and pass the IAITAM Train- the-Trainer course examination. The ATO Self-Paced Training course delineates the IAITAM framework, IAITAM Certification Classes and the IAITAM Train-the-Trainer course. The cost of the ATO Self-Paced Training course is USD$500 and the cost of the IAITAM Train-the-Trainer course examination is USD$250.

2. Each ATO Trainer must have a current certification for each IAITAM Certification Course for which the Trainer will provide training. For example, if the Trainer will provide training for CSAM and CHAMP, the Trainer must have a current certification for both CSAM and CHAMP. The cost of each Certification Exam is USD$250.NOTE: Trainers must first complete the ATO Self-Paced Training course and pass the IAITAM Train-the- Trainer course examination before taking any IAITAM Certification Exam.NOTE: If ATO selects the Option 1, it will be able to become accredited in CITAM later by paying an accreditation fee to APMG. However, an ATO cannot become accredited in CITAM without being accredited and teaching CHAMP and CSAM.
EXISTING APMG AUTHORIZED TRAINING CENTERS: Existing APMG ATO’s are required to pay fees in line with the current APMG accreditation fee structure to extend the scope of their current APMG accreditation.Requirements for Trainer Certification:

Each ATO Trainer must complete the ATO Self-Paced Training course and pass the IAITAM Train- the-Trainer course examination. The ATO Self-Paced Training course delineates the IAITAM framework, IAITAM Certification Classes and the IAITAM Train-the-Trainer course. The cost of the ATO Self-Paced Training course is USD$500 and the cost of the IAITAM Train-the-Trainer course examination is USD$250.

Each ATO Trainer must have a current certification for each IAITAM Certification Course for which the Trainer will provide training. For example, if the Trainer will provide training for CSAM and CHAMP, the Trainer must have a current certification for both CSAM and CHAMP. The cost of each Certification Exam is USD$250.

NOTE: Trainers must first complete the ATO Self-Paced Training course and pass the IAITAM Train-the- Trainer course examination before taking any IAITAM Certification Exam.IAITAM Courseware License Fees:ATO’s fee for course attendance, digital materials and certification exams per student/per course (for CAMP, CSAM, CHAMP, CITAD, CAMSE, CMAM and CITAM) is inclusive, as follows: USD (1-day courses) & USD (CITAM 3-day course)Invoicing:ATO is responsible for invoicing its students for course attendance, materials, and certification exams.Unless otherwise agreed, IAITAM will invoice ATO and ATO agrees that it will pay IAITAM’s invoice net 30 days from the invoice date.
Trainer Recertification Fee:All trainers certified to deliver the IAITAM Courseware are required to recertify annually. The recertification cost is USD$750. /

NOW THEREFORE, ATO agrees to the above terms and conditions and that the above terms and conditions shall control and bind ATO’s relationship now and in the future with IAITAM and/or APMG. Furthermore, ATO attests that all statements made herein and on the application for accreditation are true and accurate.FOR IAITAM:DATED: April 20, 2024PRINTED NAME: Dr. Barbara RembiesaTITLE: President and CEO
FOR ATO: DATED: April 20, 2024PRINTED NAME: TITLE:

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September 21, 2021 3:43 pm EDT

ATO Contract Uploaded by E-Sign Contract-Update - contact.esign@iaitam.org IP 12.202.67.82