Korn Ferry Product/Service Specific Terms and Conditions

I. Training Program Terms and Conditions
II. Assessments
III. Korn Ferry Learn Content Package Subscription
IV. Alliance Membership Terms and Conditions
V. Flex Pass Terms and Conditions
VI. Consulting Services
VII. Train the Trainer Services
VIII. IP License (KFLA Product Suite)
IX. Software as a Service (“SaaS”)  Terms and Conditions

The following Product/Service Specific Terms and Conditions apply to orders completed on a Client Order Form (“COF”) on or after August 6, 2024.

For the Chinese translated version of the terms, please click here.

For the Spanish translated version of the terms, please click here.

For the Portuguese translated version of the terms, please click here.

If applicable, please see the links below for copies of prior terms and conditions that apply to orders placed on or after the referenced date, but before the effective date above:

May 1, 2020

February 4th, 2022

July 15, 2022

June 5, 2023

October 30, 2023

These Product/Service Specific Terms and Conditions apply only in respect of the applicable Product/Service and are in addition to the other terms and conditions applying to the COF.  In the event of a conflict between the Product/Service Specific Terms and Conditions and the General Terms and Conditions, the Product/Service Specific Terms and Conditions shall control with respect to the applicable Product(s)/Service(s) only.

I. Training Program Terms and Conditions

If the COF includes any items with a Product/Service Type of “IP Program Materials”, “ILT”, “eLearning” or “Digital”, “Blended”, Facilitation or Consulting, the following additional terms and conditions apply:

1. Definitions. 

a. “AI Application” means a system or software that deploys any automated processes or converts large amounts of input data into actionable outputs without explicit training, commonly termed “machine learning”. 

b. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement.  Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

c. “Participant” an Employee for whom Client has purchased a license to receive training.

d. “Programs” means Korn Ferry’s training programs and training services described in the COF which include all Program Materials.

e. “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and all derivatives thereof.

f. “Service Package” means the service support applicable to the Training Program Services subject to payment of the applicable package fees. Description of the Service Package is located here.

2. License and License Fee.  Korn Ferry grants to Client during the COF Term, a limited, non-transferrable, non-assignable, non-sublicensable, nonexclusive license to use the Programs to train the Participants (the “License”) subject to Client’s payment of the license fee (“License Fee”) set out in the COF.  Each License is valid for a single Participant to participate in one Program.  Client’s obligation to pay the License Fee is non-cancellable; the License Fee is non-contingent, non-transferable, non-refundable, and fully earned by Korn Ferry upon Korn Ferry’s delivery of Program Materials to Client. 

3. Reproduction License:  Where Korn Ferry provides digital versions of Program Materials to Client for printing, Korn Ferry grants to Client a non-exclusive, non-transferable license to print the Program Materials in the form provided during the COF Term.  The license does not include the right to modify the Program Materials in whole or in part. Client must retain and keep visibly displayed all copyright and trademark attribution that appears on the Program Materials.

4. For “Client Hosted” Programs, Korn Ferry will provide to Client the e-learning Program Materials in SCORM or other standard format for loading onto Client’s learning management system (“LMS”) for Participant use. Client will be responsible for loading the Program Materials onto its LMS.  Korn Ferry does not guarantee that the Program Materials will work with all LMS systems.

5. Access to Korn Ferry Hosted Programs will be subject to the terms and conditions of the applicable LMS.  Access to these Programs will be available for twelve (12) months from the Start Date unless otherwise stated in the COF.

6. Licenses to SPIN® related Programs, Buyer Focused Prospecting, Buyer Focused Opportunity Strategy, or Buyer Aligned Negotiations, are not valid in Europe or South Africa without Korn Ferry’s prior written authorization.

7. Printed Participant Materials will be available at the price set forth on the COF.  If no price is included on the COF, printed Materials will be available at an additional cost, to be set forth in a separate COF.

8. AI Applications. Client must not use or input Program Materials, other Korn Ferry Material or derivatives into any AI Application without the prior written consent of Korn Ferry.

9.  Upon the expiration of the COF Term, Client must destroy and remove from its internal systems any Program Materials in its possession, in any format, with no copy being retained by Client.  Notwithstanding the foregoing, Participants may retain their Program Materials indefinitely for their own personal reference.

10. Orders for additional Services must be placed no fewer than 12 business days prior to the date of the relevant session or the date on which Program Materials are required to arrive.  Korn Ferry may accept orders fewer than 12 business days in advance of the session or required arrival date, subject to a rush fee and additional shipping charges to cover expedited shipping fees.  Korn Ferry will quote rush fees to Client and will not proceed with the order until Client has agreed to the rush fees in writing.   Upon Korn Ferry’s written confirmation of its receipt and acceptance of the order, the order will be binding and non-cancellable and non-refundable, and Korn Ferry will invoice Client for such Services.  Any orders will be governed by the Agreement. 

11. Rescheduling.  Korn Ferry will schedule and commit personnel and resources to provide the Services.  Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule the provision of Services by paying the following fees in addition to the associated fees for any Services rendered.  These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties.  If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below. 

a.  If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

b. If rescheduling 20 or fewer business days before the scheduled program, meeting or session, rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

 

c. “Actual Expenses” means amounts Korn Ferry pays to others in anticipation of the Services (e.g., hotels, airlines) that Korn Ferry cannot recover on its termination of the bookings or that Korn Ferry incurs due to changes or cancellations.  Korn Ferry will charge Client for costs incurred for any materials Korn Ferry prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

II. Assessments

If the COF includes any items with a Product/Service Type of “Assessment (Non-SaaS)”, the following additional terms and conditions apply:

1. Definitions. 

a. “AI Application” means a system or software that deploys any automated processes or converts large amounts of input data into actionable outputs without explicit training, commonly termed “machine learning”. 

b. “Assessment Period” means the period of time beginning on the Start Date on the COF or the ordering of the Assessments and continuing for one year. 

c. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries, or affiliates.

d. “Report” means a report provided to Client as part of the Assessment Services.

e. “Service Support Level” means the Service Support applicable to the Services provided hereunder, which is described here.

2. Assessment Ordering.  The number of assessments ordered by Client are set forth on the COF.  The assessment volume may be increased at any time during the Assessment Period by executing another COF or written order by the Client.

3. Assessment Expiration. Client must use all assessments by the end of the Assessment Period.  Client will forfeit, and will not receive a refund or credit for, any unused assessments remaining at the end of the Assessment Period. Assessments may be utilized by Client only; they may not be transferred to any affiliates or any third parties. Once launched, assessments may not be transferred to another individual.

4. Assessment Administration. Assessment Administration will be either Korn Ferry Administered, or Client Administered as indicated on the COF.

5.  AI Applications. Client must not use or input Korn Ferry Material or derivatives into any AI Application without the prior written consent of Korn Ferry.

a. “Assessment Administration” means: (i) account set-up; (ii) creating assessment events; (iii) selecting and adding competencies, capabilities or items, as defined by Client; (iv) entering assessment participants to provide or receive feedback and establishing their relationship, as provided by Client; (v) selecting and determining e-mail invitation and reminder notification content; (vi) supplying assessment event status to Client as requested; and (vii) compiling standard Reports and sending them to the applicable individual.  Client Administered means Client will perform all Assessment Administration. Korn Ferry Administered means Korn Ferry will perform all Assessment Administration.

b. “Client Administered” means:  (i) creating Assessment  Events;  (ii) selecting and/or adding competencies used for feedback; (iii) assigning Raters to Participants and establishing their relationship; (iv) selecting and/or determining e-mail invitation and reminder notification content; (v) loading Participants, Raters, and administrators into the online system; (vi) monitoring Assessment Event status; and (vii) compiling the Participant Report and sending it to the certified facilitator via electronic file.  Administration does not include developing a communication strategy or providing consulting services related to the implementation of Assessment Events or any other service not listed above.

III. Korn Ferry Learn Content Package Subscription

If the COF includes any Korn Ferry Learn Content Package Subscriptions, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions:

1. Definitions

a. “AI Application” means a system or software that deploys any automated processes or converts large amounts of input data into actionable outputs without explicit training, commonly termed “machine learning”.

b. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement.  Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

c. “Participant” means an Employee who receives access to Programs and Program Materials pursuant to the license granted herein. 

d. “Programs” means Korn Ferry’s training programs and training services made available on Korn Ferry’s Learning Management System (“LMS”) as part of the applicable Content Package Subscription, which includes all Program Materials.

e. “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

f. “Services” means facilitation, consulting or other services provided pursuant to this Agreement.

g. “Service Support” means the Service Support applicable to the Subscription. Description of the Other Services to be provided as part of Service Support for the Korn Ferry Learn Content Package Subscription is located here.

2. Services/License Grant

a. Korn Ferry grants to Client during the COF Term, subject to Client’s payment of the applicable fee for the Content Packages (“Subscription Fee”), a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, renewable license to access the Programs to train Participants (the “Subscription”).  Use of the Service for training is limited to the number of Employees identified on the COF. Client’s obligation to pay the Subscription Fee is non-cancellable, non-contingent, non-transferable, and non-refundable.

b. After Client requests access for a Participant, Korn Ferry will provide a unique password to each user; these are Korn Ferry confidential information and may only be provided to Client Employees. Access to Programs will be subject to the terms and conditions of the applicable LMS. Client is responsible for all activities that occur through the use of password(s) and must notify Korn Ferry of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

c. Reproduction License:  Where Korn Ferry provides digital versions of Program Materials to Client for printing, Korn Ferry grants to Client a non-exclusive, non-transferable license to print the Program Materials in the form provided during the COF Term.  The license does not include the right to modify the Program Materials in whole or in part. Client must retain and keep visibly displayed all copyright and trademark attribution that appears on the Program Materials.

3. Printed Participant Materials will be available at the price set forth on the COF.  If no price is included on the COF, printed Materials will be available at an additional cost, to be set forth in a separate COF.

4. Orders for additional Services must be placed no fewer than 12 business days prior to the date of the relevant session or the date on which Program Materials are required to arrive.  Korn Ferry may accept orders fewer than 12 business days in advance of the session or required arrival date, subject to a rush fee and additional shipping charges to cover expedited shipping fees.  Korn Ferry will quote rush fees to Client and will not proceed with the order until Client has agreed to the rush fees in writing.   Upon Korn Ferry’s written confirmation of its receipt and acceptance of the order, the order will be binding and non-cancellable and non-refundable, and Korn Ferry will invoice Client for such Services.  Any orders will be governed by the Agreement. 

5. AI Applications. Client must not use or input Program Materials, other Korn Ferry Material or derivatives into any AI Application without the prior written consent of Korn Ferry.

6. Suspension of Access to LMS Platform. Korn Ferry may suspend Client’s access to the LMS at any time: (a) to prevent damage to, or degradation of, Korn Ferry’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after Korn Ferry notifies Client of past due amounts; (c) if Client has breached the Agreement in a way that affects Korn Ferry’s provision of the Site or infringes on Korn Ferry’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, Korn Ferry will promptly restore use of the Site to Client after the event giving rise to the suspension has been resolved to Korn Ferry’s reasonable satisfaction.  Client is not entitled to a refund or credit on any fees if access to the Site is suspended under subsections (b), (c) or (d).

7. Korn Ferry Data. Korn Ferry may collect usage data and metrics arising out of Client’s use of the LMS and aggregate and analyze any such data and metrics (collectively, the “Korn Ferry Data”).  The Korn Ferry Data will be de-identified to exclude any personally identifiable information.  Except as may be necessary to provide Services to the Client, Korn Ferry will not use the Korn Ferry Data in a way that identifies Client as the source of any data included in the Korn Ferry Data. Provided Korn Ferry complies with the two immediately preceding sentences, Korn Ferry Data does not constitute Client’s Confidential Information and Korn Ferry may provide the Korn Ferry Data to third parties.  Korn Ferry may use, reproduce, distribute, and prepare derivative works from the Client Content as incorporated in the Korn Ferry Data.

8. Upon the expiration of the COF Term, Client must destroy and remove from its internal systems any Program Materials in its possession, in any format, with no copy being retained by Client.  Notwithstanding the foregoing, Participants may retain their Program Materials indefinitely for their own personal reference.

9. Rescheduling.  Korn Ferry will schedule and commit personnel and resources to provide the Services.  Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule the provision of Services by paying the following fees in addition to the associated fees for any Services rendered.  These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties.  If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below. 

a.  If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

b. If rescheduling 20 or fewer business days before the scheduled program, meeting or session, rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

 

c. “Actual Expenses” means amounts Korn Ferry pays to others in anticipation of the Services (e.g., hotels, airlines) that Korn Ferry cannot recover on its termination of the bookings or that Korn Ferry incurs due to changes or cancellations.  Korn Ferry will charge Client for costs incurred for any materials Korn Ferry prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

IV. Alliance Membership Terms and Conditions

If the COF includes Alliance, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions:

1. Definitions.

a. “AI Application” means a system or software that deploys any automated processes or converts large amounts of input data into actionable outputs without explicit training, commonly termed “machine learning”. 

b. “Documentation” means user guides, documentation, and training materials (including any updates or amendments thereof) regarding the Site that Korn Ferry makes generally available to its clients.

c. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on behalf of Client and have entered into written agreements with Client no less restrictive than the Agreement.  Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

d. “Membership” means the license and access described in Section 2 below.

e. “Other Services” means services other than access to the Site, which may include training, coaching or facilitation, which are subject to additional fees set forth on the COF, or may be subject to additional fees and terms as agreed by the Parties. 

f.  “Participants” means Employees who receive training in a Program pursuant to the license granted herein.

g. “Posted Content” means any questions, comments or other content that the Client or Employees post or enter into the Site.

h. “Programs” means Korn Ferry’s training programs, deliverables, services (including research, drafting, delivery, consulting, and customization work) made available via the Alliance service, including all related materials and Editable ILT/vILT Materials.

i. “Site” means any site or network accessed or used as part of the Membership.

j. “Editable ILT/vILT Materials” means instructor-led, or virtual instructor-led training materials that are provided in editable, native format.  This does not included articles, white papers, eLearning, microlessons or other SCORM-based files.  

2. License and Restrictions.

a. Grant of License. Upon the execution of the COF and subject to payment of the applicable subscription Fee, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Programs and Editable ILT/vILT Materials available as part of the Alliance Membership (“Membership”) solely for Client's internal use by Employees of Client during the Term. During the Term of the Membership, Client may incorporate portions of the Editable ILT/vILT Materials in Client’s training materials or translate or otherwise modify Editable ILT/vILT Materials (“Derivatives”) for its own internal use, provided that Client complies with the following conditions: (i) Client agrees to retain and keep visibly displayed all copyright and trademark attribution in accordance with Section 5 (Proprietary Markings) below; (ii) Client may not sell, sublicense, or permit the use of any or all of the Programs or Editable ILT/vILT Materials, or any Derivatives, by any third party; (iii) Client must not knowingly or willfully take any action that would cause or permit any portion of the Programs to enter the public domain; (iv) Client will obtain and maintain sole ownership of Client’s contributions to the Derivatives and will not license, assign or otherwise transfer those contributions to any third party without the prior written approval of Korn Ferry; and (v) Client may not engage independent contractors or other third parties to create or host the Programs or Derivatives or otherwise delegate any of the rights granted herein without the prior written approval of Korn Ferry. Client will be fully responsible and liable for all actions or omissions of its officers, employees, agents, independent contractors. Any copying, distribution or use of Programs or Editable ILT/vILT Materials not in accordance with the provisions of this Agreement is a violation of these license grants and an infringement of Korn Ferry’s copyrights.

b. Delivery and Access to Programs and Editable ILT/vILT Materials. Upon payment of the Membership fee, Client Employees will be permitted to access digital download versions of Editable ILT/vILT Materials and register for and access Membership Programs and services.

c. Use Restrictions. Access to the Site will be subject to the terms and conditions of the applicable LMS. Client must not, on its own or through a third party: (i) access or use the Site or the Documentation to design, create or build a service or product that is competitive with the Site, or which uses ideas, features or functions that are similar to the Site; (ii) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute, lease, rent, loan, or otherwise commercially exploit or make available to any third party the Site or the Documentation; (iii) combine or permit sharing of User Licenses by more than one employee; (iv) use the Site to provide a service bureau; (v) modify, translate, or make derivative works based upon the Site or the Documentation or any part thereof, or directly or indirectly decrypt, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Site or any portion thereof or its underlying ideas, techniques or algorithms, including the review of data structures or similar materials produced by the Site; or (vi) directly or indirectly use the Site in violation of any applicable laws.  Except as explicitly granted in the Agreement, Client has no rights with respect to the Site or the Documentation.

d. Rights Notices. Client will not remove any notices or legends that appear in the Site, Documentation, or on any output of the Site (including Editable ILT/vILT Materials), that either identify Korn Ferry as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols and notices, and notices that the materials are “confidential” or “proprietary.”  Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by this Agreement.

e. Korn Ferry's Right to Review. Korn Ferry has the right to review the Derivatives created by Client in order to verify compliance with this Agreement, including but not limited to, compliance with Section 5 (Proprietary Markings).  In the event that Korn Ferry exercises its right to review the Derivatives, Korn Ferry will have ten (10) business days from receipt of the Derivatives to review the Derivatives and require changes to the Derivatives.  If Korn Ferry does not respond within such ten (10) day period, Korn Ferry will be deemed to have consented to the Derivative as delivered by Client.

f. AI Applications. Client must not use or input Program Materials, Editable ILT/VLT Materials, other Korn Ferry Material or Derivatives into any AI Application without the prior written consent of Korn Ferry.

g. Suspension of Access to Site. Korn Ferry may suspend Client’s access to the Site at any time: (i) to prevent damage to, or degradation of, Korn Ferry’s network integrity; (ii) if Client has failed to pay any amounts for thirty (30) days after Korn Ferry notifies Client of past due amounts; (iii) if Client has breached the Agreement in a way that affects Korn Ferry’s provision of the Site or infringes on Korn Ferry’s or any third party’s intellectual property rights; or (iv) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, Korn Ferry will promptly restore use of the Site to Client after the event giving rise to the suspension has been resolved to Korn Ferry’s reasonable satisfaction.  Any accounts that are restored after suspension under subsections (ii), (iii) or (iv) may be subject to Korn Ferry’s then-current reactivation fees.  Client is not entitled to a refund or credit on any fees if access to the Site is suspended under subsections (ii), (iii) or (iv).

3. Data Usage.

a. Client Content. To facilitate Korn Ferry’s performance of its obligations under this Agreement, Client grants to Korn Ferry during the Term a limited license to use, process and reproduce, any information or data related to Client that is input or uploaded to the Site by Client, provided by Client to Korn Ferry for entry by Korn Ferry into the Site, or otherwise provided to Korn Ferry by Client pursuant to this Agreement (the “Client Content”).

b. Use of Posted Content. Any Posted Content that Client or any Client Employee uploads, enters or otherwise posts to a Site may be used by Korn Ferry in order to provide and maintain the Site, Services or Korn Ferry’s business. Client and the end user are solely responsible for all Posted Content that is shared, provided, displayed, published, or disseminated to others. By providing Posted Content to Korn Ferry, Client and Client’s Employee represent and warrant that providing the Posted Content does not violate any law, contractual restrictions or other third party rights (including any intellectual property rights). Korn Ferry may remove or delete Posted Content from the Site at any time in its sole discretion.

c. Korn Ferry Data. Korn Ferry may: (a) collect data arising out of Client’s use of the Site; (b) collect metrics and data included in the Client Content; and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) or (b) of this sentence (collectively, the “Korn Ferry Data”).  The Korn Ferry Data will be de-identified to exclude any personally identifiable information.  Except as may be necessary to provide services to the Client, Korn Ferry will not use the Korn Ferry Data in a way that identifies Client as the source of any data included in the Korn Ferry Data. Provided Korn Ferry complies with the two immediately preceding sentences, Korn Ferry Data does not constitute Client’s Confidential Information and Korn Ferry may provide the Korn Ferry Data to third parties.  Korn Ferry may use, reproduce, distribute, and prepare derivative works from the Client Content as incorporated in the Korn Ferry Data.

4. Intellectual Property Ownership.  All right, title and interest in and to the Programs and Editable ILT/vILT Materials, including, but not limited to, copyrights and trademarks therein, are the exclusive property of Korn Ferry.  All right, title and interest in and to the Client’s contributions to the Derivatives, including, without limitation, all copyrights and trademarks, are the exclusive property of Client.  The parties do not intend to create a joint work, as that term is defined under the Copyright Act, 17 USC § 101.  Each party's contributions to the Derivatives are owned separately by them and neither will have any interest in or to the other's works except as described in this Agreement.  To the extent the rights in Korn Ferry’s portions of the Editable ILT/vILT Materials vest in Client by operation of law or otherwise, Client irrevocably and unconditionally assigns such rights to Korn Ferry.  To the extent such rights are not assigned to company, Client grants to Korn Ferry an unlimited, fully paid up, royalty-free license to the Editable ILT/vILT Materials and the Korn Ferry portions of any Derivatives.

5. Proprietary Markings. Client must comply with the following requirements with respect to any Derivatives.

a. Copyright Notice.  Client must include the following copyright and proprietary notice on all Derivatives and copies of the Korn Ferry Material:

Copyright © 20___ Korn Ferry (US) ALL RIGHTS RESERVED.  Without the prior written permission of Korn Ferry (US), no part of this work may be used, reproduced or transmitted in any form or by any means, by or to any party outside of ____________.

The year the applicable Derivative is created must be included in the copyright notice above.  For example, if the Derivative is created in 2009, the year of publication in the copyright notice must read Copyright © 1992 – 2009.

b. Client Copyright Notice.  Client may also affix its own copyright notice to the Derivatives and all copies thereof naming Client as the copyright holder of its contributions to the Derivatives

6. Indemnification. Client will defend and indemnify Korn Ferry from any third party claim that (a) any modifications or changes to the Programs or Editable ILT/vILT Materials made by Client or Client’s employees violate any privacy, confidentiality, trade secrets, or misappropriates or infringes any third party intellectual property rights; or (b) arising out of or relating to any Content or other material transmitted by Client or Client employees through the Site or Services, including without limitation any claims related to privacy, confidentiality, trade secrets, misappropriation or infringement of any third party intellectual property rights.  Korn Ferry will notify Client promptly of the claim and Client will have control over the defense of such claim(s) related solely to the Client’s actions and/or Content which do not implicate Korn Ferry’s intellectual property rights in the Programs and Services.  For avoidance of doubt, Client will have no right to control the defense of, consent to entry of judgment or agree to any settlement that would impede, modify, restrict, license or otherwise effect any rights held by Korn Ferry in any intellectual property (including without limitation the Programs and/or Editable ILT/vILT Materials) without Korn Ferry’s prior written consent.

7. Fees.

a. The Fees for use of the Services are set forth in the applicable COF. Unless otherwise set forth in the COF, Fees will be invoiced upon execution of the COF, and annually in advance for renewals, and as additional services or licenses are added.  Fees are non-cancellable and non-refundable regardless of whether Client uses the Services during the Term. If Client has received a discounted Fee in connection with a multi-year commitment, and fails to pay the Fee for subsequent years when they are due, Korn Ferry will invoice Client the difference between the standard fee and the discounted fee paid for previous years.  

b. Professional Fees and Expenses. The professional Fees for Other Services, if applicable, will be set forth on the COF. Korn Ferry assesses an administrative charge of professional fees. All professional fees are non-contingent, non-transferable, and non-refundable unless specifically stated otherwise in the COF. Korn Ferry will invoice direct out-of-pocket expenses, including consultant travel, accommodation and meals, courier, shipping, reproduction, and video-conferencing, on a monthly basis as incurred.

8. Term and Termination.

a. Term. Notwithstanding anything to the contrary in the Agreement, the COF may not be terminated for convenience.  The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF) (the “Initial Term”).  Thereafter, subscriptions will automatically renew for additional three (3) year terms (each a “Renewal Term”) at Korn Ferry’s then-current rates unless either party provides notice of termination at least thirty (30) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s notice of termination must include written verification, executed by a corporate officer, that all Korn Ferry Material and Derivatives: (i) will no longer being used by Client; and (ii) will be destroyed at the end of the Term in accordance the Agreement.  Client is responsible for all Fees due until the effective date of termination.  Unless otherwise set forth in the corresponding COF, all payments are non-refundable and all Services are non-cancelable during any current term unless Client terminates due to Korn Ferry’s uncured material breach of the Agreement.

b. Effect of Termination. Upon termination or expiration of this Agreement for any reason, all licenses granted will terminate and Client must promptly cease use of the Programs including Editable ILT/vILT Materials and the Derivatives and destroy and remove from its internal systems all existing copies of the Program Materials, Editable ILT/vILT Materials and the Derivatives.  Client may retain one copy of the Derivatives for archival purposes only and, for the purposes of maintaining employee history, Client may retain those Derivatives that are a part of Client’s personnel files.  Individual Participants are permitted to retain indefinitely for their personal reference the tangible Program Materials and Derivatives. No other use of the Programs or Derivatives after termination of this Agreement is permitted. The following provisions of these Terms will survive any termination of the Agreement: 2(f) (AI Applications), 3 (Content and Data), 4 (Intellectual Property Rights), 6 (Indemnification), 7 (Fees).

9. Warranties.

a. Korn Ferry warrants that the Site will perform substantially in accordance with the Documentation and that Services will be performed in a professional and workmanlike manner. As Client’s sole remedy for defective Services, Korn Ferry will repair or replace such Services. Korn Ferry represents and warrants that it will exercise commercially reasonable efforts, including the use of industry standard methods to detect and protect electronically delivered materials against malicious program code insertions, and Korn Ferry will not knowingly introduce into the Site or other electronically delivered materials any virus or other malicious code.

b. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 9 (WARRANTIES), THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.  KORN FERRY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  KORN FERRY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.

10. Korn Ferry reserves the right to substitute or migrate the Programs and features provided as part of the Membership at any time, provided that Korn Ferry continues to provide Programs and features with similar or better functionality for the remainder of the Term.

11. Rescheduling.

a. If Other Services are included within the Services, the following Rescheduling policy will apply.  Korn Ferry will schedule and commit personnel and resources to provide the Services.  Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule the provision of Other Services by paying the following fees in addition to the associated fees for any Services rendered.  These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties.  If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

i. If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

ii. If rescheduling 20 or fewer business days before the scheduled program, meeting or session, rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%