Curriculum License Agreement

Agreement version 1.0 · Effective Date: [Effective Date on Provisioning]

Licensor:	BoreReady Saint Paul, Minnesota
Licensee:	[Your Company Legal Name] [Your Company Address]

This Curriculum License Agreement (the “Agreement”) is entered into as of the Effective Date stated above by and between the Licensor and the Licensee (each a “Party” and collectively the “Parties”) and governs the Licensee’s use of the Licensed Materials described herein. The Licensed Materials are used by Licensee solely to deliver the 40-hour initial Safety-Qualified Underground Telecommunications Installer course and the 4-hour refresher course required under Minn. Stat. § 326B.198.

1. Grant of License

Licensor hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable license during the Term to use, reproduce, and deliver the Licensed Materials solely at the Approved Training Locations listed in Licensee’s DLI training-provider approval packet and solely for the Authorized Use. The “Licensed Materials” consist of the documents listed on Exhibit A. The “Authorized Use” is the delivery of the 40-hour initial course and the 4-hour refresher course to students under Minn. Stat. § 326B.198.

2. Term and Termination

The Term of this Agreement is 3 year(s) from the Effective Date, expiring on [Effective Date + 3 years]. The Term renews automatically for successive 3-year periods unless either Party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current Term. This Agreement terminates immediately upon (a) revocation, suspension, or expiration without renewal of Licensee’s DLI training-provider approval; (b) a material breach by either Party not cured within thirty (30) days of written notice; or (c) either Party’s insolvency or cessation of business. Students enrolled in an in-progress 40-hour cohort at the time of termination may complete their current cohort under this Agreement.

3. Fees

The fees for this curriculum license are bundled with, and included in, Licensee’s BoreReady platform subscription fees (one-time onboarding and per-trainee enrollment charges) as reflected in Licensee’s billing records. No additional license fee is payable under this Agreement.

4. Restrictions

Licensee shall not:

modify, translate, or create derivative works of the Licensed Materials without Licensor’s prior written consent;
sublicense, rent, resell, or otherwise distribute the Licensed Materials to any third party;
remove, obscure, or alter any attribution, copyright notice, or branding on the Licensed Materials;
use the Licensed Materials for any purpose other than the Authorized Use;
deliver training using the Licensed Materials at any location not listed in Licensee’s DLI-approved packet without Licensor’s prior written consent.

5. Platform Use and Record Retention

Licensee shall administer student enrollments, exam attempts, hands-on sign-offs, certificate issuance, and record retention through the BoreReady platform. Licensor shall retain records of student exam attempts and certifications for a minimum of ten (10) years, which satisfies the record-retention expectation under Minn. Stat. § 326B.198.

6. Intellectual Property

As between the Parties, Licensor owns all right, title, and interest in and to the Licensed Materials, including all copyrights, trademarks, and other intellectual property rights therein. This Agreement grants Licensee a license, not an assignment. Any feedback, suggestions, or improvements to the Licensed Materials that Licensee provides to Licensor are licensed to Licensor on a perpetual, royalty-free, non-exclusive basis.

7. Compliance; Attribution

Licensee shall maintain its DLI training-provider approval throughout the Term. Loss or suspension of that approval suspends this Agreement automatically pending reinstatement. Student-facing materials (including certificates of completion) must preserve the “BoreReady SQUTI curriculum” attribution and must include both the Licensee’s provider name and DLI-issued course number once assigned.

8. Warranties; Disclaimer

Licensor warrants that the Licensed Materials were developed in good faith to meet the content requirements of Minn. Stat. § 326B.198 as approved by the Department of Labor and Industry. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSEE IS SOLELY RESPONSIBLE FOR THE SAFE AND LAWFUL DELIVERY OF TRAINING TO ITS STUDENTS.

9. Indemnification

Each Party shall indemnify and hold the other harmless from and against any third-party claims arising from the indemnifying Party’s material breach of this Agreement, gross negligence, or willful misconduct. Licensee additionally indemnifies Licensor against claims arising from Licensee’s delivery of training (including injury to students or third parties, property damage, or regulatory violations other than defects in the Licensed Materials themselves).

10. Limitation of Liability

EXCEPT FOR BREACHES OF SECTIONS 4 (RESTRICTIONS) OR 6 (INTELLECTUAL PROPERTY), OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY’S TOTAL LIABILITY HEREUNDER SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Governing Law; Venue

This Agreement is governed by the laws of the State of Minnesota, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Ramsey County, Minnesota, for any dispute arising under this Agreement.

12. Electronic Acceptance

The Parties agree that this Agreement may be executed electronically, including by click-to-agree, and that electronic acceptance satisfies the requirements of Minn. Stat. § 325L (Uniform Electronic Transactions Act) and any corresponding federal law. Licensee’s acceptance is recorded with timestamp and IP address and is admissible as evidence of execution.

13. Entire Agreement

This Agreement (including its Exhibits) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions. Amendments must be in writing and accepted by both Parties.

Licensor

Jordan Damhof

Founder, BoreReady

Date: [Effective Date on Provisioning]

Licensee

__________________________

Title, [Your Company Legal Name]

Date: __________________________

Exhibit A. Licensed Materials

Curriculum Overview (40-hour course outline)
Modules 01 through 08 (classroom and hands-on instruction)
Exam Blueprint and sample exam questions
Hands-On Verification Protocol
Certificate of Completion template
4-hour Refresher Course outline
Provider Operations Runbook

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