The signatories below, collectively referred to as the “Parties”, agree to abide by the terms and conditions set forth in this agreement. The agreement is made by and between The Institute for the Advancement of Breastfeeding & Lactation Education, Inc. (IABLE), a Wisconsin non-profit corporation located at 2734 Lakeland Ave, Madison, WI 53704 and:

In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1. Key Terms and Definitions
1.1. “Agreement” means this Independent Instructor Agreement.
1.2. “Instructor” means the individual or business entity specified above.
1.3. “Client” means a client of IABLE.
1.4. “Services" means IABLE-authored course provided by Instructor.
1.5. “Course” means an entire breastfeeding course to be performed by Instructor.
1.6. “Project Assignment” (PA) means a description of specific services and terms relating to a course which shall become an exhibit to this Agreement.
1.7. “Instructor Materials” means all PowerPoints, Speaker’s Notes, and other tools provided by IABLE for use in teaching its curriculum.
1.8. "Confidential Information" means any information that is treated as confidential by a party, including, without limitation, trade secrets, and other intellectual property, technology, information pertaining to business operations and strategies, financial information, data and databases, and information pertaining to customers, pricing, and marketing. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

2. Compensation
2.1. For the services performed by Instructor, IABLE shall pay Instructor the compensation agreed upon at the outset of each Course, as stated in the PA specific to that course. However, for any PA for which the Instructor is being paid by another party, e.g. an employer, IABLE will not compensate Instructor.
2.2. IABLE shall compensate Instructor for out-of-pocket expenses including transportation, housing and meals. At the outset of each Course, these expenses will be defined in the PA specific to that Course. Instructor must submit receipts to IABLE at the conclusion of the Course.
2.3. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Instructor to IABLE under this Agreement.
2.4. Upon request Instructor may be partially reimbursed for expenses at the outset of the Course. The balance of the reimbursement along with compensation shall be paid following completion of the Course. Upon completion of the Course, the Instructor may submit an invoice within 60 days for the instructor fees. A reimbursement form along with receipts for expenses to which IABLE and the Instructor have agreed upon per item 2.1 should also be submitted. If IABLE rejects Instructor's invoice and/or supporting documentation, IABLE shall provide Instructor with a written response detailing IABLE's specific reasons for the rejection. If IABLE accepts the Instructor's invoice and supporting documentation, IABLE shall pay Instructor the balance thirty (30) days after the date of receipt and acceptance of Instructor's invoice and supporting documentation. If any IABLE equipment has been borrowed for use in the Course, all equipment must be returned in good working order before the balance of the compensation is paid. See Rules of Conduct Agreement, attached as Exhibit A.
2.5. If a Course is cancelled, IABLE will not compensate the instructor for expenses outlined in the PA unless otherwise agreed upon.

3. Instructor Responsibilities
The Instructor agrees to abide by IABLE Rules of Conduct Agreement, attached as Exhibit A.

4. Independent Contractor
Both IABLE and the Instructor agree that the Instructor will act as an independent contractor in the performance of his/her duties under this Agreement. No agent or employee of the Independent Contractor shall be or shall be deemed to be an employee or agent of IABLE. The manner and means of conducting the work are under the sole control of the Instructor. The Instructor shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Instructor’s activities in accordance with this agreement. The Instructor will be solely and entirely responsible for his/her acts and the acts of his/her agents, employees and subcontractors during the performance of this Agreement. The work performed under this Agreement will be performed entirely at the Instructor’s risk.

5. Services
5.1. Services. This Agreement defines the terms that will apply to the Services Instructor will perform, but does not engage Instructor for a specific Course. When IABLE engages the Instructor to perform the Services, IABLE shall issue a PA setting forth a description of the Services and the compensation to be paid by IABLE for the Services. IABLE may change the scope of the Services, provided that any change requiring additional services shall be subject to the parties' mutual agreement.
5.2. Method of Performing Services. Instructor shall provide the Services to IABLE in accordance with the PA and the terms and conditions of this Agreement. Instructor shall generally determine the method, details and means of performing the Services. IABLE shall not have the right to control the exact manner or determine the precise method of performing the Services. IABLE may exercise a general right of supervision of the Services performed by Instructor to ensure satisfactory performance. This power of supervision shall include the right to inspect, stop work, make suggestions or recommendations as to the details of the work, and request modifications to the scope of the Services. Instructor shall at all times conduct the Services in a manner that will not adversely affect IABLE's business, operations, reputation or goodwill.
5.3. Scheduling. Each Course will be arranged by IABLE. IABLE and the Instructor will work together to schedule the Courses with the Client. Instructor shall complete the Services no later than the date specified in the applicable PA. IABLE might also request that Instructor help make other PA-related arrangements – e.g. travel arrangements, locating a course facility, and arranging meals.

6. Ownership of Deliverables
IABLE retains ownership of and Intellectual Property rights to all materials as defined in Section 1.7. IABLE permits Instructor to use these materials exclusively as defined in this Agreement. The usage granted by this Agreement is not a sale of, title to, nor ownership of any training curriculum. Use of IABLE materials without consent of IABLE is prohibited. IABLE reserves the right to regularly update its course materials. Instructor will be provided with the latest versions as appropriate.

7. Warranties
7.1. Warranty. Instructor warrants to IABLE that (i) Instructor has all requisite right and authority to enter into this Agreement with IABLE and is duly authorized to do business in the state in which the Services are to be performed, (ii) all Services will be performed by Instructor in accordance with this Agreement, any PA and all applicable laws, ordinances, codes, rules and regulations, and (iii) all Services will be performed by Instructor in accordance with the best practices of Instructor's industry.
7.2. Corrections. If any of the Services do not comply with the foregoing warranties, Instructor shall correct the deficiency at his/her sole cost and expense within fifteen (15) days after IABLE's written request.

8. Indemnification
The Instructor agrees to indemnify IABLE for any and all liability or loss arising in any way out of the performance of this Agreement, unless such liability or loss was caused by IABLE’s negligence.

9. Terms of Agreement
9.1. Term. This Agreement will continue until terminated. Either party may terminate this Agreement with or without cause, upon a party providing thirty (30) days’ written notice of termination to the other party. Not later than the effective date of such a termination notice, Instructor shall cease performing all Services and advise IABLE in writing of the extent to which the Services have been completed by Instructor through the date of termination. In no event shall IABLE have any liability for any consequential or incidental damages in connection with such termination of this agreement and/or any Services.
9.2. Non-Disclosure. During the term of this Agreement and thereafter, Instructor shall not take or use, or otherwise disclose to anyone, any Confidential Information (as defined in Section 1.8), except (i) as necessary to fulfill the purpose and terms set forth in this Agreement, (ii) as permitted in writing by IABLE, or (iii) as required by any court or governmental agency.
9.3. Destruction of Data. Upon termination of this Agreement, the Instructor shall remove all copies of IABLE data in his/her possession. Data destruction shall occur within five (5) days of the termination of this Agreement.
9.4. Survival. Sections 6 (Ownership), 8 (Indemnification), and 9 (Terms) shall survive the expiration or termination of this Agreement.

10. General
10.1. Assignment. No portion of this Agreement or any of Instructor's rights (including, without limitation, the right to payment for Services) or obligations hereunder may be assigned and/or delegated by Instructor without IABLE's prior written consent, which consent may be granted or withheld in IABLE's sole discretion.
10.2. Choice of Law. This Agreement shall be governed by, controlled and construed in accordance with the substantive and procedural laws of the State of Wisconsin, and the parties consent to the jurisdiction of the courts of the State of Wisconsin.
10.3. Complete Agreement. This Agreement, including all addenda attached hereto or referenced herein, constitutes the complete and exclusive statement of the agreement between IABLE and Instructor, and it supersedes all prior proposals, oral or written, and all other communications between IABLE and Instructor relating to the subject matter of this Agreement. Any modifications of this Agreement shall be in writing and signed by both Instructor and IABLE.