RENT WELL PROGRAM TRAINED CASE MANAGER MEMO OF AGREEMENT

By creating a user account, you agree to have read, understood, and will follow this RENT WELL PROGRAM TRAINED CASE MANAGER AGREEMENT (the “Agreement”) is by and between Transition Projects (the “Lead Agency”) and you (the “User”).

I. DEFINITIONS
For purposes of this Agreement, the following words have the meanings set forth next to them:
a. “Affiliated Individual” means an individual that is either employed as staff or in a volunteer role at a Community Agency Partner that is eligible to go through the Tenant Educator Academy Course to become a Certified Instructor or Trained Professional.
b. “Certified Instructor” means Curriculum the Certified Instructors who have completed the Rent Well Tenant Educator Academy Course, passed the required knowledge test and signed a Rent Well Program Certified Instructor Agreement.
c. “Curriculum” means the Rent Well Program tenant educational materials.
d. “Curriculum Materials” means the Rent Well Program Student Workbook, Instructor Manual, Participant Information Form, Course Evaluation, and other such documents developed as part of the Curriculum.
e. “Purpose” is to provide information and tools to the Target Population to acquire stable rental housing.
f. “Graduate” means a Tenant Training Course Student who has met all graduation requirements and received a graduation certificate.
g. “Student” means persons in the Target Population that attend a Tenant Training delivered by a Certified Instructor using the Curriculum and Curriculum Materials.
h. “Tenant Training Course” means training given to Students using the Curriculum and Curriculum Materials by a Certified Instructor to further the Purpose.
k. “Tenant Educator Academy” means the Rent Well instructor certification training delivered by the Lead Agency that an Affiliated Individual completes one of two tracks to become either a Certified Instructor or Trained Case Manager.
l. “Trained Individual” means an Affiliated Individual who, in the past, has participated in and/or passed the requirements associated with Tenant Educator Academy but does not currently meet the Certified Instructor guidelines.
m. “Trained Case Manager” means an Affiliated Individual who has taken the case manager track of the Tenant Educator Academy but has not completed the additional requirements to become a Certified Instructor and cannot teach Tenant Training Courses.
k. “Target Population” means those low-income persons who lack information regarding tenant’s rights and responsibilities and who may have rental screening barriers.
o. “User” means the individual creating an online account with the intention of becoming a Rent Well Student, Certified Instructor, Trained Individual, or Trained Case Manager.

II. TERM
This Agreement is effective as of the date of starting the portion of the Tenant Educator Academy designated for Trained Case Manager and up to two (2) years thereafter.

III. RESPONSIBILITIES
a. The Trained Case Manager shall use the Curriculum, Curriculum Materials, and Tenant Educator Academy to benefit the client that the Trained Case Manager currently or will work with in the future. However, the Trained Case Manager shall never in full or part teach a Tenant Training Course or graduate Students without becoming a Certified Instructor.
b. The Trained Case Manager will not have access to ongoing technical support from the Lead Agency.
c. Lead Agency may collect feedback regarding the Curriculum and Curriculum Materials from the Trained Case Manager and provide that feedback to Lead Agency and/or Community Agency Partner at least once per year.
d. The Tenant Training Course Curriculum and Curriculum Materials in whole or in part may not be used in the creation of a new course.
e. A Trained Case Manager may help a Certified Instructor as a teaching assistant for a Tenant Training Course, but they may not be counted for the purposes of the acceptable instructor-student ratio of 1:12 or 2:24.

IV. LICENSING
a. OWNERSHIP OF CURRICULUM. All materials licensed through this Agreement, including the Curriculum, Curriculum Materials, and the Rent Well Trademarks, are owned or controlled by the Lead Agency or by the party credited as the provider of a portion of the Curriculum and Curriculum Materials. The Trained Professional agrees to abide by all notices of copyright, trademark, or other intellectual property rights, information, or restrictions contained in any Curriculum and Curriculum Materials. Without limiting the foregoing, the Trained Professional specifically acknowledges and agrees that all information licensed pursuant to this Agreement is subject to restrictions as described herein.
b. COPYRIGHT. Subject to the terms set forth in this Agreement and for the Term (unless earlier terminated), Lead Agency does grant the Trained Case Manager a limited, nonassignable, nontransferable, royalty-free, non-sublicensable and non-exclusive license to reproduce and distribute limited parts of the curriculum for the sole purpose of supporting clients. Individual pages of the curriculum may be copied in whole, but not whole sections of the Curriculum to be given solely to a single client. Trained Case Manager may not charge a fee to or on the behalf of the clients to cover costs to deliver pages of the Curriculum.
c. LIMITATIONS. The Trained Case Manager may not reproduce, sell, share or otherwise distribute the Curriculum and Curriculum Materials if not in strict accordance with this Agreement.
d. NON-COMPETE. The Trained Case Manager is prohibited from developing a similar within three (3) years of taking the portion of the Tenant Educator Academy for Trained Case Manager.
e. MODIFYING CURRICULUM. The Trained Case Manager may not, in any case, modify, change or create derivative works of the Curriculum and Curriculum Materials without Lead Agency’s prior written approval, which may be denied for any reason.
f. USE OF RENT WELL NAME, BRAND, AND LOGO.
i. The Rent Well Marks cannot be applied to other rental education programs without written permission from Lead Agency.
ii. The Trained Case Manager is strictly prohibited from creating their own landlord marketing materials using the Rent Well Marks.
iii. The Trained Case Manager recognizes the value of the goodwill associated with the Rent Well Marks and acknowledges that the Rent Well Marks and all rights therein including the goodwill pertaining thereto, belong exclusively to, and will inure to the benefit of, the Lead Agency.
iv. The Trained Case Manager will comply with the marking provisions of the trademark laws of the Territory.

V. POLICING
The Trained Case Manager agrees to notify Lead Agency promptly of any suspected or known improper or unauthorized use of the Curriculum, Curriculum Materials, Tenant Training Course, or Rent Well Marks by third parties. No action, other than the above notification to Lead Agency, shall be taken by the Trained Case Manager for enforcement of the Curriculum, Curriculum Materials, Tenant Training, or Rent Well Marks. It is the intent of the parties that the Lead Agency be primarily responsible for all infringement enforcement, in the Lead Agency’s sole discretion. In the event the Lead Agency pursues litigation or administrative proceedings against any third party for infringement of the Rent Well Marks, Tenant Training, Curriculum Materials, or the Curriculum, the Lead Agency shall solely control the prosecution of any such litigation or proceeding. In the prosecution of any such litigation or proceeding, the Certified Instructor agrees to execute any and all documents and to do such other acts or things as may be necessary to carry out such prosecution, in the reasonable opinion of the Lead Agency’s counsel.

VI. GENERAL AGREEMENT PROVISIONS
a. SUBCONTRACTING AND ASSIGNMENT. The Trained Case Manager shall not subcontract their work under this Agreement, in whole or in part.
b. INDEPENDENT CONTRACTOR STATUS. The Trained Case Manager is not an employee of the Lead Agency and is not eligible for any benefits through the Lead Agency, including without limitation, federal social security, health benefits, workers’ compensation, unemployment compensation, and retirement benefits. If the Trained Case Manager is not an employee of Lead Agency, the Trained Case Manager is not eligible for any benefits through Lead Agency, including without limitation, federal social security, health benefits, workers’ compensation, unemployment compensation, and retirement benefits.
c. OREGON LAWS AND FORUM. This Agreement shall be construed according to the laws of the State of Oregon. Any litigation between Lead Agency and The Trained Case Manager arising under this Agreement or out of work performed under this Agreement shall occur, if in the state courts, in the Multnomah County court having jurisdiction thereof, and if in the federal courts, in the United States District Court for the State of Oregon.
d. COMPLIANCE WITH LAWS. In connection with its activities under this Agreement, the Community Agency Partner shall comply with all applicable federal, state, and local laws and regulations.
e. AMENDMENTS. A written notice executed by the Lead Agency to the Trained Case Manager may amend this Agreement.
f. NOTICES. Any notices permitted or required by this Agreement will be either emailed to the Trained Case Manager by the Lead Agency contact or emailed as well as sent by the United States Postal Service to the Trained Case Manager.
g. SEVERABILITY. If any provision of this Agreement is found to be illegal or unenforceable, this Agreement nevertheless shall remain in full force and effect and the provision shall be stricken.