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This Training Agreement ("Agreement") is between you (hereinafter "Client") and Environmental Systems Research Institute, Inc. ("Esri"). Client acknowledges that Client has read and understood this Agreement and agrees to be bound by the terms and conditions hereof. RECITALS This Agreement allows Esri to conduct training courses and provide training-related services to Client who wishes to obtain training in the use of Esri GIS software. Both parties agree to the terms and conditions contained below. ARTICLE 1—DEFINITIONS a. "Client-Supplied Training Data" means any digital dataset(s) including, but not limited to, geographic, vector data, coordinates, raster, or associated tabular attributes supplied by Client for use in training. b. "Esri Mobile Lab" means Esri hardware shipped to domestic US Client site training events, if Client does not have the required hardware to host a scheduled training event, consisting of laptops preconfigured with Esri Software, Training Materials, hard drives, power cords, and network switches. c. "Esri Training Event Assistant" means Client's primary Esri liaison in organizing Client site and private training events. d. "Student" means a registered participant for a specific training course, Client coaching services, or training-related services. e. "Training Materials" means digital or print content required to complete a course, which may include, but are not limited to, workbooks, data, concepts, exercises, and exams. ARTICLE 2—TRAINING DESCRIPTION 2.1 Instructor-led training and Client coaching services are offered by Esri in the use of Esri's GIS Software. a. Instructor-led training is offered online in a cloud-based environment, at a Client site, or at an Esri learning center. Course information, location, dates, number of maximum participants, and registration requirements are located in the Esri training catalog (http://training.esri.com). Courses are conducted in close conformance with the course description outlined in the Esri training catalog and are subject to change due to limitations or constraints including, but not limited to, technical capabilities, and Client's needs. b. Client coaching services are available for Client to enhance the learning experience by providing extra time to review and practice course concepts with an instructor's on-site guidance. ARTICLE 3—ESRI'S RESPONSIBILITIES 3.1 Esri will a. Provide training in a manner consistent with the technical and professional standards of the industry. b. Provide an instructor qualified to conduct the training course(s), Client coaching services, or training-related services. c. Provide all necessary Training Materials for Student. d. Confirm class approximately ten (10) business days prior to the scheduled start date. Client site and private classes confirmation is dependent on receipt of the completed Client site training request form and intended method of payment. ARTICLE 4—CLIENT'S RESPONSIBILITIES 4.1 Client will a. Ensure all Students have received confirmation from Esri to participate in an Esri training event. Unregistered Student[s] will not be permitted to view or participate in an online classroom training event. Esri reserves the right to disconnect any Student who permits access to unregistered Student[s]. b. Confirm all registered Students meet the minimum prerequisites for the applicable training event set forth on Esri's Training website. c. Submit registrations with a confirmed payment commitment at least seven (7) business days prior to the scheduled start date. Registrations submitted without payment commitment will not be a guaranteed reservation and will be added to a wait list pending payment confirmation. All wait list reservations are subject to availability. Page 1 of 6 REV: 5.7ikG 2016. 188/ESRI Training Agreement