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STA License Agreement

This Special Agreement/Licensing Agreement (this "Agreement") is a formal agreement between you, as a single business entity Registered Training Organisation (RTO) or TAFE, the Security Trainers Association Inc. (STA) and its affiliates.

Read the terms and conditions of this agreement carefully before signing and using the resources provided.

The resources are clearly the property of the Security Trainers Association Inc. and they are licensed to you under this agreement. By using the resources you acknowledge that you have read this agreement, that you understand it, and that you accept and agree to be bound by its terms. If you are not willing to be bound by the terms of this agreement, you should not use the materials presented to you. This agreement represents the entire agreement between you and the Security Trainers Association concerning the resources, and this agreement supersedes and replaces any prior proposal, representation, or understanding you may have had with the Security Trainers Association.

This license Agreement will be deemed to have been made on the date which this Agreement is executed by the parties, or if not executed by the parties on the same date, on the later of the dates of execution.

This Agreement is made between:

SECURITY TRAINERS ASSOCIATION INC, an Association incorporated under the laws of Victoria, Australia, Registration No. A0045954K; having a principal place of business at Level 1, 27-31 Myers St Geelong VIC 3220..

(“Licensor”)

-and-

RTO Name:

RTO TOID:

ACN/ABN:

Principal Address of Business:

Licensee:

1. Recitals

1.1 The Licensor is the proprietor of Copyright in the form of presentations, learning guides, assessment guides, readings and associated material pertaining to training in the following courses:

□ CPP20212 Certificate II in Security Operations
□ Combined Unarmed Guard/Crowd Control
□ Control Room/Monitoring Centre
□ NSW ONLY – CPP20212 Certificate II in Security Operations (Learner Guide and PowerPoint ONLY) □ CPP30411 Certificate III in Security Operations

□ Straight Certificate III
□ Cash in Transit, H&B, Armed Guard
□ Combined Armed Security Guard & Cash in Transit
□ CPP30607 Certificate III in Investigative Services
□ HLTAID003 Provide First Aid
□ Bodyguard
□ Dog Handler
□ Other Courses/Components of Courses as specified below:

STATE/TERRITORY
□

VIC

NSW

QLD

TAS

ACT

(“Copyright Material”); and

1.2 The Licensor has agreed to licence the Copyright Material to the Licensee and the Licensee has agreed to accept such license on the terms and conditions of this Agreement.

2. Grant of License.

2.1 The parties agree the Licensor grants the Licensee a limited, non-exclusive, revocable licence to use the Copyright Material according to the exhaustive list below:

(a) display the copyright material for the uses specified in Section 3

(a) print the Copyright Material for the uses specified in Section 3

(b) download and store on its computer any files of the Copyright Material for the uses specified in Section 3.

2.2 The rights granted under Clause 2.1 relate only to the Copyright Material in its entirety as provided by the Licensor, and not for portions of the material. The Licensee is not granted rights to use specific photographs, illustrations, or parts of text. However, the Licensor may, in its absolute discretion grant the Licensee such rights in relation to the Copyright Material following written application by the Licensee.

2.3 The Copyright Materials may (although not necessarily) be provided to the Licensee as a resource package comprising one the following documents (per qualification course):

Learning and Assessment Strategies
Session Plans
Training Plans
Training Schedule
Trainer Guides (including answers to assessments)
Examinations (closed book for applicable units)
Assessment Workbooks
Role Plays (within Assessment Workbook)
Assessment Mapping Guides/Validation Tools
Student Learner Guide (*NSW REQUIRED)
Recognition of Prior Learning tool
Language, Literacy and Numeracy Assessment
Support Materials
Power Points (*NSW REQUIRED)
Videos where applicable
Continuous Improvement Feedback Document

* NSW only requires Learner Guides and Powerpoints

3. Scope of Use.

3.1 The licence granted in Section 2 is conditional on the Copyright Material only being used to teach, train or assess for the security industry; wherein the teaching, training or assessment has been endorsed by the State or Territory.

3.2 The Copyright Material is to be used only in accordance with the instruction provided in the Official Package Induction Process as administered by the Licensor, with the licensor agreeing to participate in that Induction Process at its own expense.

3.3 The Licensee is bound as part of this Agreement to utilise the Copyright Material as provided by the Licensor, and without any material alteration. Alterations which are not considered to be material alterations are listed exhaustively below:

a) Where the Copyright Materials are used in the context of a learning and assessment strategy, it is required that the Compliance Manager of the Licensee provides written confirmation that he/she has reviewed the altered Copyright Materials and that the Copyright Materials are suitable and compliant for the Licensee’s purposes. It is incumbent on the Licensee to alter the Copyright Materials in relation to such topics as facilities, moderation/validation that has taken place and additional Copyright Material used within the training (e.g. first aid manuals). Training Organisation logos and contact details may and should also be added to Training Plans.

b) Licensee logo or other indicia may be added to the cover page of each document of the Copyright Materials as long as the footer of the document displays the Licensor copyright statement and version control details in unaltered form.

3.4 The Licensee is forbidden to alter any other document provided to the Licensee from the Licensor unless the Licensee seeks permission from the Licensor in writing, and is granted by the Licensor. Any modifications considered necessary must be reported to the Licensor in writing or by email to info@securitytrainersassociation.com.au. Once updated versions of Copyright Material are provided to the Licensee all previous versions/materials are to be destroyed immediately with the Licensor accepting no responsibility in regards to the use of outdated Copyright Material.

3.5 If the Licensee fails to maintain financial membership of the Licensor, this licence to use the Copyright Materials is revoked with all Copyright Materials to be immediately returned to the Licensor.

3.6 The Licensee is not permitted to use the Copyright Material or any part thereof as follows:

a) sell or charge any third party (including a student of a course referred to in Section 1) for electronic or printed copies of the Copyright Material;

b) assign, resell, license, sub-licence, rent lend or provide the Copyright Material to a third party;

c) publish online or broadcast or communicate the Copyright Material to subscribers or the public via the Internet or by other means;

d) create CD-ROMs or similar storage of the Copyright Material apart for student learner guide issue only.

e) undertake any other use of the Copyright Material unless granted by written permission by the Licensor.

3.7 These resources are not for sale to any Franchise. Any Franchisee of the Franchisor will be responsible to purchase its’ own resources for use. If a Franchisee of a Franchisor uses these resources without authority of the Security Trainers Association, they may face legal consequences as a result. The franchisee must have a formal licensing agreement with the Security Trainers Association to use these resources.

4. Proprietary Rights.

4.1 The Licensee acknowledges that the Copyright Material is the intellectual property of the Licensor, and the Copyright Material is protected under copyright law. The Licensee further acknowledges and agrees that, as between the Licensee and the Licensor, the Licensor owns and continues to own all right and interest in the Copyright Material, including associated intellectual property rights. This Agreement does not grant the Licensee any ownership interest in or to the Copyright Material, but only a limited right of use that is revocable in accordance with the terms of this Agreement.

4.2 Any unauthorised use shall be considered by the Licensor to be a violation of this Agreement. The Licensor reserves the right to remedy violations immediately upon discovery, including revocation of this right to use the Copyright Material as provided to the Licensee under this Agreement. Where breaches of Copyright Act 1968 occur in relation to the Copyright Material, the Licensor reserves the right to commence legal action without any notice to the Licensee.

5. Term and Termination

5.1 The Licensor may at its discretion terminate this Agreement with two weeks notice if:

a) the Licensee fails to maintain financial membership of the Licensor, or

b) the Licensee breaches any term of this Agreement.

5.2 No refund of any annual licence fees will be given in the event of a breach by the Licensee of any term of this Agreement.

5.3 This Agreement and any rights granted under it will automatically terminate with no refund of any fees paid, if:

a) where the Licensee is a company, it goes into liquidation; or, if the Licensee is an individual, if he or she is declared bankrupt; or

b) where the Licensee is an RTO or TAFE and is deregistered or has their approved scope amended by the relevant State Authority for vocational education and training, resulting in the activities identified in Section 3 no longer being within their approved scope.

5.4 In all cases where the Agreement is terminated or has expired, the Licensee must return all copies of the Copyright Material held by the Licensee to the Licensor and instruct in writing any students registered at that time with Licensee to destroy all Copyright Material held by them.

5.5 This Agreement shall continue in effect until terminated. Without prejudice to any other rights, this Agreement will terminate automatically if the Licensee fail to comply with any of the limitations or other requirements described herein. If termination does occur the Licensee will be responsible for returning all Copyright Material to the Licensor.

6. Territory

6.1 The non-exclusive rights granted in clause 2 may only be exercised throughout the STATE OR TERRITORY ISSUED

7. Disputes

7.1 The Licensee and the Licensor both agree to the following dispute resolution procedures for any dispute arising in connection with this Agreement.

7.2 Where a dispute arises out of or relating to this Agreement, a party may not commence any legal or quasi-legal proceedings relating to the dispute unless it has complied with the provisions of paragraphs 7.3 and 7.4.

7.3 The party claiming that a dispute has arisen must give written Notice to the other party specifying the nature and potential solutions to the dispute within 14 days.

7.4 On receipt by the other party of a Notice the parties must:
a) refer the dispute to the Chief Executive Officer of each party for resolution; and

b) if the dispute is not resolved under 7.4(a), representatives from the Boards of each party will meet to resolve the dispute

c) if the parties cannot resolve the dispute within fourteen (14) days, the parties must mediate the dispute under the mediation rules of the Law Institute of Victoria and the President of the Law Institute of Victoria or President's nominee will select the mediator and determine the mediator's compensation.

8. Indemnification

8.1 The Licensee will, at the Licensee’s own expense, indemnify and hold the Licensor and its committee and subcommittee affiliates, thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable legal’ fees (collectively, "Claims"), arising out of any use of the Copyright Material by the Licensee, any party related to the Licensee, or any party acting upon the Licensee authorisation in a manner that is not expressly authorised by this Agreement.

9. Disclaimer

9.1 The Copyright Material is licensed on an "as is" basis, and the Licensor disclaims any and all other warranties, whether express or implied, including, without limitation:

a) The Licensor does not warrant that the Copyright Material meets the Licensee’s requirements.

b) The Licensee assumes responsibility for selecting the Copyright Material to achieve the Licensee’s intended results, and for the results obtained from the Licenseer use of the Copyright Material.

c) The Licensee bears the entire risk as to the quality and the performance of the Copyright Material.

9.2 In no event shall the Licensor be liable to the Licensee or any party related to the Licensee for any indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits, irrespective of whether or not the Licensor has been advised of the possibility of such damages.

9.3 The Licensor does not give warranty nor accept any liability in relation to the content of any of the Copyright Material, even though every effort has been made on the part of the Licensor when developing the Materials to meet compliance requirements as stipulated by the VRQA, ASQA, Victorian Licensing & Regulation Division or other State specific educational and/or Security Industry Regulators.

10. Amendment.

10.1 The Licensor reserves the right, in its sole discretion, to amend this Agreement from time to time with notification to be given of amendments to the Licensee. If there is a conflict between this Agreement and the most current version of this Agreement, the most current will prevail. If the Licensee does not accept amendments made to this Agreement, then this license will be immediately terminated.

11. Taxes.

11.1 The Licensee shall, in addition to fees required under this Agreement for use of the Copyright Material, pay all applicable taxes including GST.

12. Interpretation and Jurisdiction

12.1 This Agreement will be interpreted according to the laws of the state or territory described, the Licensor and the Licensee submit to the exclusive jurisdiction of that State or Territory.

12.2 This Agreement represents the entire Agreement between the Licensee and the Licensor concerning the Copyright Material, and this Agreement supersedes and replaces any prior proposal, representation, or understanding the Licensee may have had with the Licensor.

13. Validity and enforceability of provisions

13.1 If any provision of the Agreement is held by a court to be unlawful, invalid or unenforceable, then the validity and enforceability of the remaining provisions will not be affected.

13.2 The Copyright Material is provided for use within Australia (state/territory specific as identified), and as such approval for accreditation with registering bodies is not stated nor implied as part of this Agreement. The parties understand that the Copyright Material will not provide any automatic approval to deliver nationally accredited security related courses unless approval is provided from the Licensing Regulator (if applicable) and the state or national VET regulator for example Victoria = VRQA or national being ASQA.

13.3 The Licensee agrees to deliver a course for which the Copyright Material is intended over the entire period as per the training plan/training schedule, and as required by the State Licensing

Regulator (if applicable) mandated minimum contact hours which can be obtained from the state regulator website. The Licensee agrees to not deliver this course in a shorter period of time.

EXECUTED AS AN AGREEMENT, FOR AND ON BEHALF OF: SECURITY TRAINERS ASSOCIATION INC.

By its authorised officer:

Print Name:

Date:

[INSERT LICENSEE]

By its authorised officer:

Print Name:

Date:

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July 26, 2017 7:50 pm AEDT

STA License Agreement Uploaded by Paul Stalio - president@securitytrainersassociation.com.au IP 120.158.224.82