Instructor Agreement

1. Purpose. GovLearn Gateway, LLC (Company) is in the business of education services and specializes in offering courses through its platform. The Instructor has expertise in creating specialty courses and agrees to develop and deliver ad-hoc courses on the platform. The Company wishes to compensate the Instructor for each successful viewing of their courses by paying a commission percentage based on description below. 
2. Referral Arrangement.     
1. Instructor’s Responsibilities: The Instructor will create and deliver a specialty course to be hosted on the Company’s platform.
2. Marketing Support: The Company may, at its discretion, provide marketing support for the Instructor’s courses to increase exposure and sales.
3. Tracking Referrals: Each viewing of the Instructor’s course will be tracked through the Company’s platform to ensure accurate commission calculations.
3. Compensation.
   1. Commission Rate: Commissions will be based on purchases. Courses may be purchased as part of a bundle and/or individually (ad hoc).  Commissions will be paid on courses purchase and viewed. 
      1. Bundle Purchase Commission: The Company agrees to pay the Instructor a commission equal to 75% of the revenue generated from each sale of their course. If the course is part of a bundled plan, the revenue will be calculated based on an equal rate distribution among all courses in the plan unless otherwise agreed.
         1. Equal Rate Distribution: For bundled plans, the total plan revenue will be divided equally among all courses included in the plan. The Instructor’s commission will be based on the portion attributed to their course.
         2. Example: If a bundled plan costs $1,000 and includes 20 courses, each course is attributed $50 of the plan’s revenue. For a plan sold 10 times in a month, the Instructor’s course revenue would be $500 (10 x $50), and the commission would be calculated as 75% of $500.
      2. Ad hoc Purchase Commission: The Company agrees to pay the Instructor a commission equal to 50% of the revenue generated from each sale of their course.
         1. Rate Set: The Company will set a fair market rate based on demand and the competitive nature of the course content. Many factors may determine course rate, including specialization, demand, popularity, etc. 
         2. Example: If an ad hoc course rate is set at $150, and is sold 10 times in a month, the Instructor’s course revenue would be $1,500 (10 x $150), and the commission would be calculated as 50% of $1,500.
   2. Payment Terms: Payments will be made within thirty (30) days after the end of the month in which revenue is received by the Company. Payments will be issued via Paypal.
   3. Revenue Calculation: Revenue is defined as the net amount received by the Company after deducting transaction fees, taxes, and any applicable refunds.
4. Term. This Agreement shall commence on the Effective Date and will remain in effect until terminated by either Party as outlined below.
5. Confidentiality. The Instructor agrees to maintain the confidentiality of all proprietary and sensitive information shared by the Company during the course of this Agreement, including but not limited to sales data, marketing strategies, and platform analytics. This obligation will survive the termination of this Agreement.
6. Termination. Either Party may terminate this Agreement with thirty (30) days written notice to the other Party. Upon termination, the Company shall pay the Instructor any outstanding commissions due for sales made prior to the termination date. Once termination becomes effective, the Instructor’s course may remain available on the platform at the discretion of the Company, but no further commissions will be owed for sales made after termination.
7. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement.
   1. The Instructor warrants that all courses created and submitted are original works and do not infringe on any third-party rights.
   2. The Company warrants that it will accurately track sales and process commission payments as agreed.
8. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
10. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
11. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
12. Legal Fees. In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
13. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
14. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by Florida law. Any disputes arising under this Agreement shall be resolved exclusively in the courts located in Hillsborough County, Florida.
15. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.

Contact Us

If you have any questions or concerns about this Instructor Agreement, please contact us:

• By visiting this page on our website:  www.GovLearnGateway.com
• By phone number:  386-215-3691
• By mail:  11102 Avery Oaks Dr. Tampa, FL 33625