TRAINER CERTIFICATION AGREEMENT This License Agreement is made by and between Positive Approach LLC, a limited liability company with its principal office located in Efland, North Carolina ( Positive Approach ), and, an individual residing in ( Student ). WHEREAS Positive Approach is the creator and owner of certain copyrighted works relating to Alzheimers and dementia, the Positive Approach caregiving techniques for Alzheimers and dementia care, and the GEMS classification for rating cognitive ability; WHEREAS Positive Approach provides training and instruction to individuals seeking to become certified to teach certain training sessions regarding dementia and Positive Approach s techniques, which include use of Positive Approach s copyrighted material; WHEREAS Student wishes to become certified to be an instructor to present Positive Approach s copyrighted material via training sessions; and WHEREAS Positive Approach is willing to certify Student to teach and present the training sessions subject to the terms of this Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties, intending to be legally bound, agree as follows: 1. Certification Applied For. Student desires to apply to be certified to teach the identified training sessions: Dementia Aware. These educational overviews teach foundation and facts such as what dementia is, what it is not, and what happens when someone is living with dementia. Because dementia changes everything eventually, in order to be helpful, supportive, and effective communities, family members, and care partners will need to change, too. Dementia Knowledge. This education course provides more in depth knowledge and exposure to a variety of skills, care partner task expectations, and environmental support modifications that will impact quality of life, safety, and future direction and guidance for all those in relationship to people living with dementia. Student warrants that Student 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 Student meets such prerequisites, Student shall timely provide reasonable documentation demonstrating the prerequisites are met. 2. Certification Requirements. In addition to the payment identified in Paragraph 3, Student must successfully meet the certification requirements laid out in Exhibit A hereto before
the applied-for certification shall be granted. The determination of whether certification requirements are successfully met shall be made in the sole discretion of Positive Approach. 3. Certification Payment. An initial non-refundable payment, in the amount shown on Exhibit C, is required to take the selected certification course. Student acknowledges that payment of this fee does not guarantee Student will successfully meet all certification requirements. 4. Grant of License: Positive Approach hereby grants to Student a non-exclusive, royalty free, worldwide license to teach the training sessions for which Student receives certification, those training sessions comprising Positive Approach s copyrighted material, such material identified as PAC Training Video and Lesson Materials (the Licensed Material). Student agrees to use the Licensed Material only in conjunction with offering the training sessions for which Student is certified and for no other use, absent the express, written permission of Positive Approach. 5. Use of Materials Online: Any use of PAC materials on a website, social media, or any other online format is prohibited unless it meets one of the following requirements: a. It is linked to the original PAC source, b. It contains an attribution that clearly identifies the PAC source, or c. There has been an express authorization for the use by PAC in writing. 6. Ownership. Student acknowledges and agrees that Positive Approach is the owner of all right, title, and interest in the Licensed Material. Student shall take no act inconsistent with Positive Approach s ownership in the Licensed Material, and shall not contest Positive Approach s ownership in the Licensed Material. 7. Identification of Student. Subject to the terms and conditions of this Agreement, Student hereby grants to Positive Approach a non-exclusive, worldwide, royalty-free right to identify Student as a certified provider of the Positive Approach training sessions for which Student is certified. 8. Attribution. The parties agree to include such copyright and trademark notices with the training sessions as may be mutually agreed by the parties from time to time. Student agrees to include the following attribution with the training sessions Student offers pursuant to Student s certification: GEMS classification and POSITIVE APPROACH techniques, strategies, and overall approach to care were created and developed by Teepa Snow, Positive Approach, LLC. GEMS classification and POSITIVE APPROACH are trademarks of Positive Approach, LLC. 2
9. Training Sessions Offered By Student. All training sessions offered by student must meet the requirements laid out in Exhibit B, attached hereto and incorporated in its entirety. 10. Duration. The certification and license granted in this Agreement is for an Initial Term of one (1) year. The certification and license may be renewed at the conclusion of the Initial Term pursuant to Paragraph 9. 11. Recertification. Upon receipt of a renewal payment and successful completion of all recertification requirements outlined in Exhibit A, the certification and license for the certification identified in Paragraph 1 shall renew for a one year Renewal Term on the anniversary of the signing of this Agreement unless it is terminated as provided herein. Student may continue to recertify for additional annual Renewal Terms provided all recertification requirements continue to be met and Student pays the annual renewal payment of $150. 12. Termination. a. Either party may terminate this Agreement by serving written notice upon the other party at least thirty days before the end of the Initial Term or any Renewal Term. b. In the event of a breach, the non-breaching party shall serve notice on the breaching party of the breach. The breaching party shall have thirty (30) days in which to cure the breach. If the breaching party fails to cure the breach within thirty (30) days, the non-breaching party may immediately terminate this Agreement. c. Upon termination, Student shall immediately cease all use of the Licensed Material and shall immediately cease offering any and all training sessions subject to certification in this Agreement. 13. Limitation of Liability. Neither Positive Approach nor any of its officers, directors, employees, or other representatives will be liable for any damages, special, consequential, or otherwise, arising out of or in connection with the use of the Licensed Material, Student 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. Positive Approach, its officers, directors, employees, or other representatives are not liable for any personal injury, including death, caused by Student s use of, presentation of, or reliance on the Licensed Materials. 14. Choice of Law. The parties agree that this agreement shall be construed and enforced pursuant to the laws of the State of North Carolina and the laws of the United States. 3
15. General Provisions. a. 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, arrangments, agreements, and communications, whether written or oral. b. 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. c. This Agreement may be modified only through a writing signed by both parties. d. 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. e. The parties agree to treat electronic signatures as equivalent to hand written 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. POSITIVE APPROACH, LLC By: Name: Title: Date: STUDENT By: Name: 4
Title: Date: 5
EXHIBIT A Prerequisites for Certification: (1) A college degree from an accredited college or equivalent work experience (2) At least three (3) years of experience in a health related field (3) At least one (1) year of dementia related experience Requirements for Certification: (1) Learner meets prerequisites (2) Learner successfully completes online video training and related testing prior to classroom training (3) Learner successfully completes classroom training. (4) Learner successfully completes post-training requirements, which include scheduled follow up with designated PAC Mentor to complete the following within eight (8) weeks of classroom training: a. Learner facilitates and records 20 minutes of a demonstration of skill first workshop for the purposes of review and evaluation by a PAC Mentor of learned skill. Learner must demonstrate use of the Adult Experiential Learning Cycle in workshop planning and implementation. b. Learner provides three (3) demonstration of skill workshop participant evaluations. c. Within eight (8) weeks following the in-person training, Learner and PAC Mentor review the demonstration submission and evaluations. Mentor shall review the recorded session and provide feedback, which Learner shall implement for granting of certification. Recertification Requirements: (1) Student successfully completes re-assessment and demonstration of skill with a PAC Mentor within eight (8) weeks of initial certification date. a. Pay Recertification fee b. Review Trainer and Skill Criteria c. Facilitate and record 20 minutes of own workshop, demonstrating use of the Adult Experiential Learning Cycle in workshop planning and implementation d. Submit workshop video e. Provide three (3) workshop participant evaluations f. Complete call with PAC Mentor to review workshop video, discuss the AELC, and both give and receive feedback g. Complete Self-Assessment h. Acknowledge level of certification (Novice, Proficient, Accomplished) as determined by PAC Mentor. Determination is based on assessment of skill during review of workshop video recording. i. Sign online Trainer Agreement j. Checklist verification 6
EXHIBIT B Upon successful completion of the requirements and notice of Certification status, PAC Approved Trainer may offer PAC training provided workshops. Learner s training sessions must meet the following criteria: (1) Limit the number of participants in each training session to no more than 100 participants. (2) Charge participants only so much as necessary to cover the material and labor costs to PAC approved Trainer for offering the class. Acceptable costs for which Learner may seek compensation include: standard and equivalent wage for related time, location, food, and travel expenses to offer workshop. (3) In the event PAC approved Trainer desires to use handouts and/or other printed materials in conjunction with training sessions, Learner must use the Positive Approach provided manual materials and/or those available at the trainer certification site posapproach.com. Learner may not create and use materials, or use materials from third parties absent the express, written permission of Positive Approach. (4) PAC approved Trainer shall only offer training sessions in the educational setting which Trainer is currently or actively employed and/or the local communities in which the Trainer lives and participates or volunteers. (5) Learner may create and produce flyers advertising Learner s training sessions. Learner shall include Positive Approach approved logos (available for download at posapproach.com). All flyers shall include the attribution language specified in Paragraph 7 of the Trainer Certification Agreement. PAC approved Trainer shall conduct all training sessions with the highest level of professionalism. In particular, Trainer must: (1) Make Being on Time a Priority: Showing up late gives a bad impression. (2) Dress Appropriately: Appearance should always be neat and clean. Nametags are encouraged. (3) Take Pride in Doing a Job Well: Attention to detail makes a difference. (4) Consider Your Language: For the purposes of helping others understand the effects of dementia, Teepa Snow models the retained use of swear words when impersonating those living with dementia. Please leave this to Teepa and refrain from swearing. (5) Seek to Develop and Improve Your Skills: Developing your skills as a PAC approved trainer serves you and those you educate through workshops. 7