This Agreement ("Agreement") is made and effective between Matthews Engineering
Training Ltd ("The Owner") and Training delegate/s ("The Recipient"). The acceptance by The Recipient of this agreement shall be indicated by their commencement of the training programme

1. The Owner undertakes to provide training services (the ‘Services’) as detailed in proposal or course synopsis/summary

2. Unless expressly agreed to in writing, contracts and orders are accepted by The Owner upon and subject to the Conditions of Contract herein. These conditions may be varied or added to only with the agreement in writing of The Owner or his authorised representative.

3. Unless otherwise agreed in writing the dates referred to for completion of the Services or the individual phases are estimates only. The Owner is not liable for failure to perform its obligations under the Contract if the failure results
from circumstances beyond its reasonable control (Allowable Delay).

4. Unless otherwise agreed in writing the Owner is not liable for the failure of The Recipient to participate in, attend or reach the required pass mark in any part of the training programme and/or externally set examinations or assessments. Unless otherwise agreed, cancellation charges are in accordance with the following schedule:

For API exam preparation courses: see specific API course information document

For other public courses

• Cancellation more than 60 calendar days before course start date: No charge payable

• Cancellation 30-60 calendar days before course start date: 50% of course fees payable

• Cancellation 0-30 calendar days before course start date: 100% of course fees payable


5.Copyright and all other intellectual property rights in reports, specifications and all other documents or software provided under the Contract to the Recipient belong to and remain the property of The Owner. The Recipient shall not disclose the same to any third party without the written consent of The Owner and shall comply with the
requirements of the accompanying confidentiality agreement

6. The Recipient will keep confidential information it obtains regarding the business activities of the Owner. This obligation devolves upon all members of The Recipient’s staff.

7. The Owner is responsible for loss or damages to property or injury or death to any person only to the extent such loss, damage, injury or death is a direct result of any negligent performance of the Services by The Owner or any of
its staff. The Owner’s aggregate liability for such loss or damage directly arising from its provision of negligent advice or information is limited to the total amount of the fees payable to The Owner under this contract or £2000 which ever
is the lower. Neither party shall be liable to the other party for any indirect or consequential damage howsoever caused.


8. Terms of payment. Fees payable within 30 days of invoice. By BACS or cheque payable to Matthews Engineering Training Ltd

This Contract is construed and interpreted in accordance with English Law and is subject to the jurisdiction of the Courts of England.

TRAINING PROGRAMME CONFIDENTIALITY AGREEMENT

This confidentiality agreement ("Agreement") is made and effective between Matthews Engineering Training Ltd ("The Owner") and Training delegate/s ("The Recipient"). The acceptance by The Recipient of this agreement shall be indicated by their commencement of the training programme

1. The Owner proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by The Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require The Owner to disclose any of its information.

2 Recipient agrees that the Confidential Information is to be considered confidential and proprietary to The Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with The Owner, and shall disclose it only to its officers, directors, or employees with a
specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from The Owner to any other party whatsoever except with the specific prior written authorization of The Owner.

3. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of The Owner, Recipient shall return all Confidential Information received in written or
tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to The Owner regarding destruction within ten (10) days thereafter.

4. The obligations of Recipient herein shall be effective from the date The Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between The Owner and Recipient, by a trustee of Recipient in bankruptcy, orby the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.

5. Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.

6. This Agreement shall be governed and construed in accordance with the laws of the United Kingdom.

7. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

8. Recipient may not assign this Agreement or any interest herein without The Owner’s express prior written consent.

9. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

10.Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

11.Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or
delay in performance of any term hereof.

12. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.