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Exhibit A <br />esno TRAINING TERMS 1 CONDITIONS <br />Esri, 380 New York St., Redlands, CA 92373 -8100 USA • TEL 909- 793 -2853 • FAX 909- 793 -5953 <br />This Training Agreement ( "Agreement ") is between you (hereinafter "Client ") and Environmental Systems Research <br />Institute, Inc. ( "Esri"). Client acknowledges that Client has read and understood this Agreement and agrees to be bound by <br />the terms and conditions hereof. <br />RECITALS <br />This Agreement allows Esri to conduct training courses and provide training- related services to Client who wishes to obtain <br />training in the use of Esri GIS software. Both parties agree to the terms and conditions contained below. <br />ARTICLE 1— DEFINITIONS <br />a. "Client- Supplied Training Data" means any digital dataset(s) including, but not limited to, geographic, vector <br />data, coordinates, raster, or associated tabular attributes supplied by Client for use in training. <br />b. "Esri Mobile Lab" means Esri hardware shipped to domestic US Client site training events, if Client does not have <br />the required hardware to host a scheduled training event, consisting of laptops preconfigured with Esri Software, <br />Training Materials, hard drives, power cords, and network switches. <br />c. "Esri Training Event Assistant" means Client's primary Esri liaison in organizing Client site and private training <br />events. <br />d. "Student" means a registered participant for a specific training course, Client coaching services, or training- related <br />services. <br />e. "Training Materials" means digital or print content required to complete a course, which may include, but are not <br />limited to, workbooks, data, concepts, exercises, and exams. <br />ARTICLE 2— TRAINING DESCRIPTION <br />2.1 Instructor -led training and Client coaching services are offered by Esri in the use of Esri's GIS Software. <br />a. Instructor -led training is offered online in a cloud -based environment, at a Client site, or at an Esri learning center. <br />Course information, location, dates, number of maximum participants, and registration requirements are located in <br />the Esri training catalog (l, ittp: / /training.esri.com). Courses are conducted in close conformance with the course <br />description outlined in the Esri training catalog and are subject to change due to limitations or constraints including, <br />but not limited to, technical capabilities, and Client's needs. <br />b. Client coaching services arc available for Client to enhance the learning experience by providing extra time to <br />review and practice course concepts with an instructor's on -site guidance. <br />ARTICLE 3- -ESRPS RESPONSIBILITIES . <br />3.1 Esri will <br />a. Provide training in a manner consistent with the technical and professional standards of the industry. <br />b. Provide an instructor qualified to conduct the training course(s), Client coaching services, or training- related <br />services. <br />c. Provide all necessary Training Materials for Student. <br />d. Confirm class approximately ten (10) business days prior to the scheduled start date. Client site and private classes <br />confirmation is dependent on receipt of the completed Client site training request form and intended method of <br />payment. <br />ARTICLE 4— CLIENT'S RESPONSIBILITIES <br />4.1 Client will <br />a. Ensure all Students have received confirmation from Esri to participate in an Esri training event. Unregistered <br />Student[s] will not be permitted to view or participate in an online classroom training event. Esri reserves the right <br />to disconnect any Student who permits access to unregistered Student[s]. <br />8207 Page 1 of 10/22/2014 <br />25A -5 <br />