This Contract for Services ("Contract") is made effective as of the date of registration ("Effective Date") by and between the registered participant ("Recipient") and Schneider Analytics, LLC d.b.a. TrAMS Camp & Consulting ("Provider").

 The "Recipient" refers to the individual whose name and contact information are provided during the registration process. The "Effective Date" is the date of successful registration and payment for the training session.

 1.  Description of Services. You will receive an email with the date and time of the training you have registered for as well as a link to the training after completing registration and submitting payment. 

 2. Training Content. The training will provide comprehensive training on National Transit Database (NTD) reporting. Topics covered include Financial Reporting, Service Reporting, Asset Inventory Reporting, Federal Funding Allocations, and Navigating Validation Rules. 

3.  Payment. Payment shall be made to the Provider in the total amount of $425 via the TrAMS Camp & Consulting online sign up form prior to registration. 

4.  Work Product Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, "Work Product") developed in whole or in part by the Provider in connection with the Services will be the exclusive property of the Provider. Upon request, the Recipient will execute all documents necessary to confirm or perfect the exclusive ownership of the Provider to the Work Product.

 5.  Confidentiality. The Provider and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Provider or divulge, disclose, or communicate in any manner any information that is proprietary to the Recipient. The Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by the Recipient of these confidentiality obligations which allows the Provider to disclose the Recipient's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

Recipient agrees to have their organization's name included on the Providers website under a list of agencies that have taken the training. Any photographs taken on site during the class may be used for promotional use only. Recipient  may opt-out of having their name or likeness used for promotion materials.

Upon termination of this Contract, the Provider will return to the Recipient all records, notes, documentation, and other items that were used, created, or controlled by the Provider during the term of this Contract.

 6.  Warranty. The Provider makes no guarantee as to the outcome of your NTD reporting as a result of this class. This class is designed to assist you in filing compliant NTD reports, however it can make no guarantee on the completeness and/or accuracy of your reports. 

7.  Remedies. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 0 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

 8.  Force Majeure. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party who is unable to carry out its obligations and gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party or its employees, officers, agents, or affiliates.

9.  Dispute Resolution. The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

 Any controversies or disputes arising out of or relating to this Contract will be resolved by binding arbitration under the rules of the American Arbitration Association. the arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

10. Entire Agreement. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

11.  Severability. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

12.  Amendment. This Contract may be modified or amended if the amendment is made in writing and is signed by both parties.

13.  Governing Law. This Contract shall be construed in accordance with the laws of Maryland.

14.  Notice. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

15.  Waiver of Contractual Right. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

16.  Attorney's Fees and Collection Costs. If there is dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of- pocket costs of collection, court costs, and reasonable attorney fees and expenses.

17.  Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

18.  Assignment. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, whose consent shall not be unreasonably withheld.