Automation Studio™ Training Agreement

1- Definitions

In this Agreement, the following expressions shall have the following meanings:
Agreement: Means the present Agreement.
Custom made course: Means a training course the outline of which is elaborated by Famic, taking into
consideration the needs of a specific Automation Studio™ user or group of users.
Famic: Means Famic Technologies Inc.
Foreign Participant: Means a non-Canadian resident or national who attends a training at Famic’s offices in
Montreal.
Instructor: Means a person designated by Famic to provide training.
Online training: Means the training provided by an Instructor on the Internet. Thus, the training is
broadcasted via a website to which participants connect in order to visualize the contents
and to interact with the Instructor.
Participant: Means either, the individual or the company receiving the training.
Parties: Means both Famic and the Participant.
Party: Means either Famic or the Participant.
Regular course: Means a training course, the outline of which is designed and offered by Famic to the entire
Automation Studio™ users’ community.
Software: Means Automation Studio™.
Training: Means the training services provided by an Instructor within the scope of a Regular or a
Custom-made course. Training could be provided Online (online training) or in a classroom.

2- Famic Technologies Inc.

Famic develops and commercializes (markets) Automation Studio™, a software intended for the design and simulation of automation technologies. Famic also offers Consulting services in software development and industrial automation.

Famic offers, among others, following professional services related to Automation Studio™:

• Training services;
• Automation Studio™ customization in order to suit users specific needs or its integration into their
  workflows and environments;
• Design and functional simulation of schematics (diagrams);
• Consulting services as well as application development services based upon the Automation Studio TM Live platform.

This Agreement defines the conditions under which Famic provides its training services relating to Automation Studio™.

For more information about Famic’s products and services, please consult the following websites: www.automationstudio.com and www.famictech.com.

3- Agreement Duration

This Agreement covers the period during which Training is provided. It automatically ends when the aforementioned services are over or when the training is cancelled by Famic.

4- Available Courses

Famic offers regular courses on various topics and technologies integrated in Automation Studio™. All information about these courses, such as duration, outlines, schedules, training fees, etc., are available at www.famictech.com.
Famic also offers custom-made courses, either at its offices or at customers’ premises. In this case, the course outlines are adapted to the customer’s specific needs regarding the content, the format, as well as the duration of the training. The costs incurred are calculated accordingly.
Participants may choose online training. In this case, the instructor broadcasts the training content according to a predefined schedule, communicated to Participants beforehand. Participants connect to the designated website in order to visualize the contents and to interact with the Instructor. Voice communication is secured by phone or internet. One or more Participants can follow the training simultaneously.

5- Registration

Participant registers for training by filling out the Registration Form shown in Schedule A and by sending it to Famic either by fax or by e-mail. Upon receipt of the Registration Form, Famic confirms the registration by e-mail, by fax or by phone.
Participant must pay the Training fees in full at least fifteen (15) working days before the training starts. Delaying payment may lead to a delay in the training schedule or even to its cancellation. The costs include the logistic elements agreed upon with Famic (see Section 8).
Payments can be settled either by bank transfer or by credit card, Visa or MasterCard. Applicable Provincial (PST) and Federal taxes (GST) are extra (see Section 12).
Famic reserves the right to modify the training schedule or to simply cancel the training.

6- Special Rates

Famic reserves the right to offer special rates to certain clients, according to several criteria, in particular: the number of Participants in a given training; privileged relationship with a customer (distributor, school, non-profit organization, etc.); number of licenses purchased by the customer, etc.

7- Training Location

The training may take place at Famic offices, at the clients’ premises or at another designated site. In the two latter cases, the Instructor’s travelling and accommodation fees are applicable. For more information, please contact a Technical Representative at Famic.

8- Logistics

Famic is generally responsible for the logistics, including training facility, Instructor’s equipment, presentation equipment, meals, breaks, as well as technical service.
When the training takes place at Clients’ premises, and unless otherwise agreed with Famic, Clients are then responsible for the training logistics. In any case, Famic supplies each Participant with handouts and other support material as well as an Automation Studio™ license, including a hardware protection key, for the duration of the training. Each participant is responsible for the abovementioned license and must return it to the Instructor at the end of each training day. Should the protection key become lost, the Participant agrees to reimburse the price of the Automation Studio license to Famic, according to the applicable price list, including the applicable discounts he is entitled to, if any.

9- Quality of Services

Famic shall:

• Assign qualified instructors to provide the training
• Provide high quality training
• Provide the training in an environment suitable for the learning process.

At the end of the training course, and in conformity with its Quality System standards, Famic shall distribute Training evaluation forms for each Participant to evaluate the quality of the services received. Comments and observations from the Training Evaluation Forms are analyzed by Famic’s Quality Director for continuous quality improvement and in order to ensure Participant satisfaction.

10- Training Certificate

Upon completion of the training, the Instructor delivers a training Certificate to each Participant, ascertaining that the said Participant has attended the training. Presence is mandatory to obtain a training Certificate.

11- Confidentiality

This Agreement does not create any confidentiality obligation whatsoever between Famic and Participants due to information exchanged during the training, which a Party may consider confidential. Famic does not require nor wants to know any confidential information in order to provide the training.

12- Taxes

When the training takes place in Canada, whether at Famic’s offices, at Clients’ premises or online, the Participant shall pay the Provincial and Federal taxes applicable to products and services. Foreign participants must communicate with the Canadian authorities in order to claim taxes refund.

13- Intellectual Property

Participant acknowledges and agrees that registering for training, paying the training fees and attending the courses offered by Famic, do not confer the Participant any moral right or intellectual property right whatsoever on any aspect relating to Automation Studio™, including: training method, training content, outlines, software, user guides, exercises, educational material, ideas, concepts, etc. The Participant acknowledges and agrees that these moral rights and intellectual property rights are, and shall remain, the exclusive property of Famic.

14- Reproduction

Reproduction, whether in total or in part, of any training support material or any Automation Studio™ related information, is strictly prohibited without Famic’s prior written authorization.

15- Tax Credit Refund for Training in the Province of Quebec (Law 90)

Famic is recognized by Emploi-Quebec (No 0052553) for the Quebec Government tax credit refund program for education under the Law 90, relating to workforce development. Consequently, Quebec-based companies that register one or more Participants to training could be eligible for a Quebec Provincial tax credit refund up to 40% of training fees.

16- Training Cancellation

Transferring Training from one Participant to another is accepted free of charge provided that Famic is informed in a timely fashion.
If a Participant cancels a registration at least eleven (11) working days prior to training, Famic reimburses the total amounts received from the Participant for registration.
If a Participant cancels a registration between five (5) and ten (10) working days prior to beginning of the training, Famic will retain as administration fees, thirty percent (30%) of the total amounts received from the Participant for registration and refunds the remaining amounts.
If a Participant cancels a registration within four (4) working days prior to beginning of the training, or simply does not attend the training, Famic will retain the total amounts received from Participant for the training.
Cancellation requests must be submitted in writing either by e-mail or by Fax.
Famic reserves the unconditional right to cancel training. In such case, Famic’s only responsibility is limited to a full refund of the registration fees received from the Participant.

17- Responsibility

Each Party remains fully responsible for its employees and sub-contractors. This does not limit in any case the responsibilities of each Party’s individual who is involved in the training. Famic cannot be held responsible for any bodily injuries or material damages, whether direct or indirect, resulting from acts by any Participant to the training.

18- Miscellaneous

18.1. Notices

Any notice required or permitted to be given under this Agreement, shall be communicated in writing. A notice shall be validly communicated if either delivered personally, by e-mail, by fax or by registered or certified mail with return receipt requested. A notice sent by e-mail or fax is deemed to have been received on date of proof of sending to the e-mail address or fax hereinafter mentioned. A notice given by registered or certified mail shall be deemed to have been received five (5) business days after the date when such notice is mailed to the address hereinafter mentioned:
In the case of Famic:

Famic Technologies Inc.
9999 Cavendish, Suite 350
Montréal (Québec) H4M 2X5
Canada
Tel.: +1 (514) 748-8050
Fax: +1 (514) 748-8521
Email: orders@famictech.com

18.2. Invalidity

The invalidity of any particular provision of this Agreement shall not affect any other provision hereof.

18.3. Complete Agreement

This Agreement constitutes the entire understanding between the Parties with respect of the matters herein and supersedes all prior oral and written understandings, agreements and commitments. In case of contradiction between this Agreement and any information available on Famic’s websites, this Agreement shall prevail.

18.4. No Waiver

The failure of any Party at any time to require performance by the other Party of any of its obligations hereunder shall in no way affect the right of such Party to require performance thereof by the other Party at any time thereafter. Save provision to the contrary, any waiver by any of the Parties hereto of any of its rights shall be effective only when made in writing and any such waiver is only valid with regard to the rights and circumstances expressly communicated in the said waiver.

Governing Laws

This Agreement shall be governed and construed in accordance with the laws of the Province of Quebec, Canada. The Parties agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the competent Court in the District of Montreal, Canada and conducted in the English language. By checking "I agree to the terms and conditions and the training agreement", the Participant certifies having read, understood and accepted all in this Agreement.