mct_agreement.txt

英文词频统计

8. TERMS AND TERMINATION
(a)	TERM. This agreement shall become effective ("Effective Date") on the date you sign the Application, either electronically or in writing, unless terminated as provided below.  However, this Agreement shall only be valid if (i) no changes are made to this Agreement as written by Microsoft and (ii) Microsoft receives the Application fully executed by you.  
(b)	TERMINATION OF MCT CERTIFICATION.  If you fail to comply with any continuing MCT Certification requirements within the applicable time frame referenced in Section 3(c), your MCT Certification shall automatically suspend once the applicable time frame has lapsed.  Upon suspension of your MCT Certification, you must stop delivering Microsoft Courses and from representing yourself as a Microsoft Certified Trainer for Microsoft Courses.  In the event your MCT Certification is suspended pursuant to this Section 8(b), Microsoft will use reasonable efforts to provide you with written notice of such termination. 
(c)	TERMINATION BY EITHER PARTY.  Either party may terminate this Agreement at any time, with or without cause, on thirty (30) calendar days' prior written notice to the other party. 
(d)	TERMINATION BY MICROSOFT.  Without prejudice to any rights Microsoft may have under this Agreement or in law, equity, or otherwise, and in addition to its rights under Section 8(b) or 8(c) above, Microsoft may terminate this Agreement immediately if you materially fail to comply with any of the terms of this Agreement ("Default").  In the event a Default occurs, Microsoft will use reasonable efforts to provide you with written notice of termination of this Agreement.
(e)	OBLIGATIONS UPON TERMINATION.  Beginning on the date of and following termination of this Agreement, you shall cease and desist from delivering Microsoft Courses and from representing yourself as an MCT. 
9.  CONDUCT OF BUSINESS
You agree, in delivering any Microsoft Course for which you are MCT certified, to (i) do so in a manner that does not in any way adversely impact Microsoft's reputation; (ii) avoid deceptive, misleading, or unethical practices; and (iii) refrain from making any representations, warranties, or guarantees to customers on behalf of Microsoft that are not contained in MOC, MSDN Training, or Microsoft product literature.
10.  GENERAL
(a)	GOVERNING LAW; JURISDICTION; ATTORNEYS' FEES.  This Agreement will be construed and controlled by the laws of the State of Washington, and you consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case you consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington.  You waive all defenses of lack of personal jurisdiction and forum non-conveniens.  Process may be served on either you or Microsoft in the manner authorized by applicable law or court rule.   In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.
(b)	MODIFICATION/PRIOR AGREEMENTS.  This Agreement may not be modified except in a writing signed by authorized representatives of both parties.  This Agreement supersedes any prior written or oral agreements between the parties with regard to the subject matter herein.
(c)	NON-WAIVER.  No waiver of any breach of any provision of this Agreement by either party on one occasion shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
(d)	SURVIVAL.  Sections 4(h), 6, 7(b), 8(e), and 10 will survive the expiration or termination of this Agreement.
(e)	U.S. GOVERNMENTAL RESTRICTIONS.  Any Microsoft Courses that you distribute or provide to, or on behalf of, the United States of America, its agencies, and/or its instrumentalities ("U.S. Government") are provided to you with restricted rights.  Use, duplication, or disclosure by the U.S. Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the rights in Technical Data and Computer Software clause of DFAR 252.227-7013, or as set forth in the particular department or agency regulations or rules that provide Microsoft protection equivalent to or greater than the above-cited clause.  You shall comply with any requirements of the U.S. Government to obtain such Restricted Rights protection, including, without limitation, the placement of any restrictive legends on the product software, product documentation, and any agreements used in connection therewith. Manufacturer is Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052-6399.  Under no circumstances shall Microsoft be obligated to comply with any U.S. Governmental requirements regarding the submission of, or the request for exemption from, cost or pricing data or cost accounting requirements.  With regard to any distribution of or the providing of Microsoft Courses to the U.S. Government that would require compliance by Microsoft with U.S. Government requirements relating to cost or pricing data or cost accounting requirements, you shall obtain an appropriate waiver or exemption from such requirements for the benefit of Microsoft from the appropriate U.S. Governmental authority before distributing or providing the Microsoft Course(s) to the U.S. Government. 
(f) NOTICES.  All notices required by this Agreement to be sent to Microsoft must be addressed to Microsoft Certified Trainer Program, Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399.  All notices required by this Agreement to be sent to you will be sent to the Shipping Address on your Application. 
(g) ENTIRE AGREEMENT; ENGLISH-LANGUAGE AGREEMENT CONTROLS.  This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications including all prior and current Microsoft Certified Partner Agreement. Except as otherwise provided herein, this Agreement shall only be amended in writing or in a record that is signed electronically or otherwise.  In the event of any inconsistency between this Agreement in English language and any translation of it into another language, the English-language Agreement shall control.





			
Country Annex to Microsoft Certified Trainer Agreement

The Microsoft Contracting Entity for the following countries is indicated below:   Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d'Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of Sao Tome and Principe, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Morocco, Mozambique, Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cape Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia, Zimbabwe

Microsoft Ireland Operations LTD ("MIOL")
Blackthorn Road
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Microsoft Certified Trainer Application 

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Microsoft Certified Trainer Agreement	Page 2