MortgageChampions Online™

Training Agreement

For the purposes of this agreement, "Customer" is any individual or team who has rendered payment of an agreed upon amount to Mortgage Champions ("Company") for the services entailed below.

WHEREAS Customer is engaged in the business of originating mortgage loans

WHEREAS Mortgage Champions is engaged in the business of providing training and Training services to mortgage companies and vendors through the implementation of Mortgage Champion’s products and programs to make more effective use of Customer’s resources;

WHEREAS Customer has requested Mortgage Champions to provide services in connection with the implementation of Mortgage Champions® Training as defined herein (referred to as the “The Training Program”) for its managers and employees;

Article I | Services Performed By Mortgage Champions

Mortgage Champions Online™ Training Program

Mortgage Champions will provide Customer access to our complete Saleslyft training program. This program includes individual account access for 30 days to the online learning management system. This training program includes but is not limited to a suite of interactive courses, knowledge assessments, gamification features, and final test and certificate of completion.

Article II | Customer's Responsibilities

Payment

Customer will pay Mortgage Champions an agreed upon amount for all the services outlined in Article I.

Customer Information and Impact Data

Customer will provide Mortgage Champions with necessary Customer information for user account creation. Customer will also provide pre and post-training data determined relevant for the purpose of evaluating the impact of the Training Program through a survey provided by Mortgage Champions.

Article III | Term

The term of the initial training is for 90 days from the date of receipt of payment; however, the ownership and confidentiality provisions of this Agreement are indefinite.

Article IV | General Provisions

Use Of Information In Promotional Material

Customer gives Mortgage Champions the right to use Customer’s logo to feature on Mortgage Champion's website and social media channels and or press release with approval of Customer.

Confidentiality

Mortgage Champions acknowledges and agrees that Mortgage Champions may have access to confidential information of Customer (the “Information”). Mortgage Champions agrees that the Information will be used solely to perform the services and that such information will be kept confidential by Mortgage Champions unless otherwise agreed to in writing by Customer. Customer acknowledges that, in connection with the services to be provided hereunder, Customer has and will be exposed to proprietary information of the Mortgage Champions. Customer agrees to abide by the same terms outlined in this Paragraph for Mortgage Champions as well as all provisions outlined in the following paragraph regarding Copyright.

Customer agrees that all training, Webinars, electronic/online training and Training Materials, reports and other materials developed and/or produced by Mortgage Champions (cumulatively the "Materials"), as outlined in this Agreement, in connection with the Training Program shall remain at all times the property of Mortgage Champions.

Mortgage Champions represents and warrants to Customer that all Materials are owned or licensed by Mortgage Champions. Customer may not copy, modify or attempt to recreate all or any portion of the Materials, whether into a computer or software program, any form of marketing or training materials, or otherwise. All information disclosed in the training is proprietary intellectual capital. Absent Mortgage Champion's express written consent, Customer may not create, deliver, market, sell, rent, lease, license or sublicense the Materials or a training program in any way derived from the Materials to any other Customer lending segments, subsidiaries or to any third party for any purpose. Customer may make use of the Materials for internal use only as outlined by the terms of this Agreement. The Materials are protected by U.S. and international copyright laws.

Customer will not, by virtue of this Agreement, receive any title to or claim of ownership over the Materials or any part thereof. As a copyright owner, Mortgage Champions expressly reserves all rights based on the Materials. The parties agree that the breach of this paragraph will result in immediate and irreparable injury to the Mortgage Champions, for which money damages alone would be an inadequate remedy. Consequently, without limiting any of the rights or remedies that may be available to the Mortgage Champions hereunder, Mortgage Champions shall be entitled to seek and obtain a temporary and permanent injunction enjoining any breach of this paragraph, without posting bond or furnishing similar security.

In the event that this Agreement is terminated for any reason prior to the payment of all of the fees and expenses to be paid to Mortgage Champions, or in the event of a breach of the terms of this paragraph, then, upon Mortgage Champions request, Customer shall immediately return to Mortgage Champions all of the Materials, in whatever form, without keeping any copies or abstracts thereof. Notices: Any notice, request or other communication required to be provided by either party hereto shall be directed in writing to the other party at the address set forth in the introductory paragraph of this Agreement, which may be sent by facsimile or e-mail confirmed received.

Severability

If any Paragraph or provision of this Agreement should be deemed unenforceable, then the remaining Paragraphs and provisions herein shall continue in force.

No Exclusivity

Nothing in this Agreement limits the right of Mortgage Champions to provide any of its services or license any of its property relating to or derived from its Training Program to any other Customer or any other person or entity, and it is anticipated that Mortgage Champions will do so.

Miscellaneous

This Agreement constitutes the complete terms and conditions of The Training Engagements. No change or modification of, or waiver under, this Agreement shall be valid unless it is in writing and signed by the duly authorized representatives of the Customer and Mortgage Champions.

Mortgage Champions is engaged as an independent contractor (not as an employee or agent) and assumes no liability for the acts or omissions of Customer or its employees, or for events beyond Mortgage Champions's control. As an independent contractor, payment of all applicable taxes and insurance is the sole responsibility of Mortgage Champions and shall be done in accordance with applicable law.

Mortgage Champions makes no guarantee, warrant, or other assurance of the results to be experienced by Customer upon Customer's implementation of The Training Program. Mortgage Champions shall act under this Agreement in such a manner as will maintain and enhance the goodwill and reputation of Customer and shall perform all services in a professional workmanlike manner. This Agreement shall be governed by the laws of the State of Florida (without regard to conflict of law principles therein). In the event any dispute arises hereunder, the parties agree to submit to binding and final third party arbitration.

Should any dispute arise concerning the interpretation of the terms of this Agreement, or otherwise, the parties shall submit to arbitration pursuant to the Rules of the American Arbitration Association then obtaining. The Award of the Board of Arbitration shall be final and conclusively binding upon the parties hereto, their heirs, legal representative, and successors. Excepted from the above arbitration procedure shall be any claim or action arising where immediate injunctive relief is required, however such immediate relief shall not preclude the above-mentioned arbitration provisions for permanent relief and/or damages.