Training Terms of Agreement

Version 3.0
Effective: August 16, 2022 – February 8, 2024
1. SERVICES:
By signing an Order Form incorporating these Training Terms of Agreement(collectively, the “Agreement”), the entity identified in the Order Form (the “Client”)
agrees to be subject to the terms and conditions herein. In accordance with the terms
and subject to the conditions set forth in this Agreement, Moody’s agrees to furnish
to Client the eLearning curriculum described in each Order Form referencing thisAgreement (“eLearning”). Moody’s agrees to furnish to Client one or more training
seminars (each a “Seminar” and, together with eLearning, the “Services”) described inan Order Form (if any). In the event of a conflict between the terms of the Order
Form and these Training Terms of Agreement, the terms of the Order Form shallprevail. In the event that there is a conflict between multiple Order Forms, the termsof the latest validly executed Order Form shall take precedence over the earlier Order
Form(s).
2. LICENSE:
Moody’s grants Client a non-exclusive, non-transferable eLearning license to accessand use the Course Materials for its own internal business purposes on a per-user
subscription basis (each, a “Subscription”) and only for the duration of thecorresponding Contract Term (as defined in the Order Form). A Subscription is limited
to use by one individual user and may not be shared or transferred to another user.
3. MATERIALS:

eLearning:
Moody’s will provide all course documentation, manuals, electronic presentations,lessons, libraries, modules, online application services, software, lessons, diagnostic
and mastery exams, and other training material in connection with the eLearning(together, the “Course Materials”). Should Client wish Moody’s to print and ship hard
copy material, a print and shipping fee will be applicable.
Instructor-Led Seminars:
Moody’s will provide electronic PDF files of all seminar materials (“Seminar
Materials”) via email or via Moody’s secure site. Client will print the Seminar
Materials for all participants. Client will only print sufficient copies of the Seminar
Materials for the relevant number of participants. Client can keep one hard and/or
electronic copy of the Seminar Materials for record purposes only. Should Client wish
Moody’s to print and ship hard copy material, a print and shipping fee will beapplicable.
Virtual Instructor-Led Training:
Training will be conducted via Virtual Instructor-Led Training in an online classroom.
Materials may be delivered via PDF prior to training dates or may be available fordownload within the virtual classroom. Moody’s will deliver no separate Seminar
Materials outside this delivery. Client can keep one hard and/or electronic copy of the
Seminar Materials for record purposes only. Should Client wish Moody’s to print andship hard copy material, a print and shipping fee will be applicable.
Certificates:
For Certification Programs and other courses where certificates are provided uponcompletion, Moody’s will issue an eCertificate to each individual. A copy of theeCertificate can also be made available to Client for printing purposes. Should Client
wish Moody’s to print and ship hard copy certificates, a print and shipping fee will beapplicable.
4. SCHEDULING:
Seminars will be delivered on mutually agreed dates within the Contract Term andmust be scheduled at least 90 days prior to the end of the Contract Term.

Seminar dates may be requested or provisionally booked prior to the signing of theOrder Form but will not be confirmed until the Agreement has been executed. Should
the Agreement not be executed at least 4 weeks before the first Seminar, Moody’s
reserves the right to reschedule the date.
Instructors for all Seminars will be selected from Moody’s approved panel list, basedon the course and the delivery location. Moody’s cannot guarantee that any
particular instructor will be assigned to deliver a particular course.
5. ACCESS; LOCATION:
Access to the eLearning will be provided to Client via Moody’s learning management
system (“LMS”) and will be accessed by users via a common URL over the Internet.
No software or other content will be installed on Client systems by Moody’s.
Instructor-Led Seminars: Client will be responsible for arranging a suitable location
either at Client’s offices or locally near Client’s offices to handle up to a maximum of
twenty (20) participants per course.
Virtual Instructor Led Training: Client will be responsible for arranging a suitable
Internet connection with sufficient bandwidth for multimedia interaction for the
maximum of twenty (20) participants per Seminar.
6. INSTRUCTOR EXPENSES:
Client will reimburse Moody’s for all expenses incurred by the instructor, including,but not limited to, the following:Transportation: round trip airfare from hometown of instructor, ground transportation, parking feesand personal auto mileage for the most direct route to and from the airport.
Hotel: reasonable lodging expenses, room cost and tax, commencing with the day prior to the firstday of the agreed upon Seminar.
Laundry and dry-cleaning services if the instructor is required to travel for five or more consecutive
nights.
Meals: reasonable daily out-of-pocket expenses for meals and associated gratuities.
All fees and expenses are quoted exclusive of value added or similar sales taxes or local duties. Allsuch taxes and duties shall be invoiced to and payable by Client.
Other expenses: visa application / foreign exchange commission / internet charges.

7. POSTPONEMENT/RESCHEDULING:
In the event that the scheduled Seminar is postponed at Client’s request, Client will
be responsible for all associated non-refundable expenses incurred to the date of
postponement, including without limitation, change fees for unrecoverable
instructor's airline tickets and hotel reservations, plus Instructor’s Fees according to
the following schedule:
TIME OF NOTIFICATION% OF INSTRUCTOR LED FEES

More than 30 days

0%

30 to 16 days

50%

15 to 1 days

100%

Client will have until the end of the Contract Term for rescheduled Seminars to bedelivered. Dates for rescheduled Seminars must be mutually agreed at least 90 days
prior to the end of the Contract Term. In the event that Client does not reschedule theSeminar by the end of the Contract Term, Client will be responsible for all Instructor
Led Fees set forth on this Agreement.
8. PERMITTED USERS:Client may access and use only the Course Materials to which Client has subscribed,
and such access and use is limited to the number of users identified in the Order
Form and any subsequent Orders placed under an Order Form, and for the Contract
Term. Orders for additional Subscriptions may be agreed by the parties from time totime under a particular Order Form, and shall set forth the number of additional
Subscriptions, the total Subscription Fees payable therefore, and any other terms andconditions relating to such Order (each, an “Order”). Each Order Form and each
Order, upon execution by both parties, shall form a part of this Agreement, and shallbe subject to all of the terms and conditions hereof. An Order may take the form of a
supplementary document signed by each party or acknowledged by each party
electronically (whether by facsimile transmission, email or by other similar reliablemeans evidencing the intent of the parties). Each Order shall be subject to the terms

of this Agreement and shall be incorporated herein by reference. A Subscription islimited to use by one individual user and may not be transferred to another user.
9. FEES:
Fees payable by Client are specified in the Order Form(s) and any subsequent Orders
placed under the Order Form(s). Fees exclude any foreign, state, local sales, value
added, use, withholding or other similar taxes. Client shall pay, or reimburse Moody’s
for all such applicable taxes, except any taxes based on Moody’s net income. Fees arepayable within thirty (30) days of receipt of invoice and are non-refundable. If fees
payable are not received in accordance with this Agreement, Moody’s reserves theright to suspend access to all applicable Services until such time as payment of fees
are received.
10. SUPPORT:
Available via Moody’s Service Desk Portal at no additional cost. All tickets logged in
the Service Desk Portal will be updated or resolved within 24 business hours.
11. INTELLECTUAL PROPERTY:
Except as otherwise expressly set forth herein, Moody’s owns all intellectual property
rights in eLearning Course Materials and the Seminar Materials, and reserves all rights
thereto, subject to the non-exclusive, non-transferable, internal-use-only licenses
granted to Client hereunder. Without limiting the generality of the foregoing, Client
may not, unless expressly set forth herein or expressly permitted by law, (a) modify,translate, reverse engineer, decompile, disassemble, create derivative works based on,
have derivative works prepared on Client’s behalf, or copy the Course Materials or the
Seminar Materials; or (b) rent, transfer or grant any rights in the Course Materials or
Seminar Materials in any form to any third party. Unauthorized use or copying of the
Course Materials or Seminar Materials (alone or merged with other software andmaterials, as applicable), or failure to comply with any restriction herein will result in
automatic termination of this Agreement and will make available to Moody’s otherlegal remedies.

12. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY:
a. THE SERVICES ARE PROVIDED “AS IS” AND MOODY’S EXPRESSLY DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE SERVICES. THE SERVICES WILL BE CONSTRUED BY CLIENT SOLELY AS
STATEMENTS OF OPINION AND NOT STATEMENTS OF FACT.
b. CLIENT ACKNOWLEDGES THAT ANY ACTUAL EVALUATIONS CLIENT PERFORMS
BASED ON THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE DEPENDENTON A VARIETY OF FACTORS AND FUTURE MARKET CONDITIONS, AND CLIENT’S
RESULTS MAY VARY.
c. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISINGFROM THIS AGREEMENT EXCEED THE AGGREGATE FEES AND CHARGES PAID OR
PAYABLE HEREUNDER DURING THE PRECEDING TWELVE MONTH PERIOD;PROVIDED THAT, IN THE CASE OF SEMINARS, CLIENT’S SOLE REMEDY FOR A
BREACH OF THIS AGREEMENT BY MOODY’S, OR ANY OTHER CLAIM FORDAMAGES ARISING FROM OR RELATED TO ANY SEMINAR PROVIDED HEREUNDER,REGARDLESS OF THE LEGAL THEORY, SHALL BE EITHER A RE-PERFORMANCE OF
SUCH SEMINAR OR A REFUND OF THE INSTRUCTOR’S FEES PAID IN CONNECTION
THEREWITH.
d. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHERPARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER.
e. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALLAPPLY TO EXCLUDE OR LIMIT (I) CLIENT’S OBLIGATIONS TO PAY ANY FEES DUE TO
MOODY’S HEREUNDER; (II) CLIENT’S LIABILITY FOR DAMAGES RESULTING FROMTHE BREACH OF ANY LICENSE GRANT IN THIS AGREEMENT OR FOR ANY OTHER
VIOLATION OF MOODY’S INTELLECTUAL PROPERTY RIGHTS; OR (III) A PARTY’S
LIABILITY WHICH ARISES OUT OF SUCH PARTY’S FRAUD OR WILFULMISCONDUCT, A PARTY’S LIABILITY IN RELATION TO DEATH OR PERSONAL INJURY
CAUSED BY NEGLIGENCE, OR A PARTY’S LIABILITY WHICH CANNOT OTHERWISE
BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

13. CONFIDENTIALITY:
Under this Agreement each party may receive confidential information of the otherparty, including without limitation, the Course Materials and/or the Seminar
Materials. Each party agrees not to use or disclose to any third party the confidential
information disclosed by the other party for any purpose other than as contemplatedby this Agreement, and to protect such confidential information using commerciallyreasonable efforts. The confidentiality obligations of this Agreement shall not apply toconfidential information to the extent that any such information (a) was lawfullyreceived from a third party free of any obligation to keep it confidential; (b) is or
becomes publicly available, by other than unauthorized disclosure by Moody’s or
Client; (c) is independently developed without any reference to the confidential
information; or (d) is required to be disclosed by law, regulation or court order.
Notwithstanding the foregoing, however, this Agreement shall not prevent Moody’s
from commercializing and distributing Moody’s own confidential information to athird party. Upon termination or expiration of this Agreement for any reason, eachparty shall promptly return to the other, or certify it has destroyed, any confidential
information (including but not limited to, in the case of the Client only, electronic
copies of the Course Material and/or the Seminar Materials in Client’s possession),other than portions of confidential information that constitute electronic data that is
generally inaccessible or that has been stored on such party’s backup systems in theordinary course of business as part of standard backup procedures, but only to theextent that such confidential information is only accessible by person(s) whosefunction is primarily information technology, and provided that such person(s) only
have limited access to such information to enable the performance of suchinformation technology duties. In addition, each party may retain one copy of any
such confidential information as is necessary to comply with applicable audit, legal or
regulatory requirements, professional obligations and standards and internal
document retention policies, provided any such data may only be accessed for such
purposes and may not be used for any other purpose whatsoever (including, but notlimited to, any commercial, training or educational purpose whatsoever).

14. PRESS RELEASE AND REFERENCE:
Neither party shall issue any press release or public statements concerning thisAgreement without the other party’s written consent. Moody’s may identify the
Client as a client of Moody’s (using the Client’s name and logo) and generally
describe the nature of the Services in Moody’s promotional materials, presentations,and proposals to current and prospective clients.
15. GOVERNING LAW:This Agreement shall be governed by the laws of the State of New York, without
reference to its conflict of law principles and without regard to the U.N. Convention
on Contracts for the International Sale of Goods. The parties hereby consent to thejurisdiction of the courts located in New York, New York, in any action arising out ofor relating to this Agreement, and agree that any action arising out of or relating tothis Agreement shall be maintained in the same jurisdiction. Notwithstanding theforegoing:a. in the event this Agreement or an Order Form or Order is signed by a Moody’s
Analytics entity located in the United Kingdom or in a member state of the European
Union or in the United Arab Emirates, then this Agreement, or such Order, as
applicable, shall be governed by the laws of England and Wales without reference toits conflict of law principles and without regard to the U.N. Convention on Contracts
for the International Sale of Goods, and the parties hereby consent to the jurisdictionof the English courts in any action arising out of or relating to the Agreement or theOrder Form or Order, as applicable, and agree that any such action shall bemaintained in the same jurisdiction;b. in the event this Agreement or an Order Form or Order is signed by a Moody’s
Analytics entity located in Canada, then this Agreement, or such Order, as applicable,
shall be governed by the laws of the Province of Ontario, and the parties hereby
consent to the jurisdiction of the courts of the Province of Ontario located in Toronto,
Ontario in any action arising out of or relating to the Agreement or the Order Form orOrder, as applicable, and agree that any such action shall be maintained in the same
jurisdiction;c. in the event this Agreement or an Order Form or Order is signed by a Moody’s
Analytics entity located in Australia, Korea, Singapore or Thailand, then thisAgreement, or such Order, as applicable, shall be governed by the laws of Singapore,and the parties hereby consent to the jurisdiction of the Singapore courts in any
action arising out of or relating to the Agreement or the Order Form or Order, as
applicable, and agree that any such action shall be maintained in the same
jurisdiction;d. in the event this Agreement or any Order Form or Order is signed by a Moody’s
Analytics entity located in Japan, then this Agreement, or such Order Form or Order,
as applicable, shall be governed by the laws of Japan, and the parties hereby consent
to the jurisdiction of the Tokyo District Court in any action arising out of or relating to
the Agreement or the Order Form or Order, as applicable, and agree that any suchaction shall be maintained in the same jurisdiction
e. in the event this Agreement or any Order Form or Order is signed by a Moody’s
Analytics entity located in the People’s Republic of China or the Hong Kong Special
Administrative Region, then this Agreement, or such Order, as applicable, shall begoverned by the laws of the Hong Kong Special Administrative Region, and theparties hereby consent to the jurisdiction of the Hong Kong courts in any action
arising out of or relating to the Agreement or the Order Form or Order, as applicable,
and agree that any such action shall be maintained in the same jurisdiction; andf. in the event this Agreement or any Order Form or Order is signed by a Moody’s
Analytics entity located in India, then this Agreement and any Order Forms or Orders
made hereunder shall be governed by the laws of India, without reference to its
conflict of law principles and without regard to the U.N. Convention on Contracts for
the International Sale of Goods. The parties hereby consent to the exclusive
jurisdiction of the courts located in New Delhi, India in any action arising out of or
relating to this Agreement.
16. SANCTIONS COMPLIANCE:Each of Moody’s and the Client represents and warrants to the other party that it is
not: (i) subject to asset freeze sanctions, such as by inclusion on the list of Specially
Designated Nationals and Blocked Persons (“SDN List”) maintained by the U.S. Officeof Foreign Assets Control, or the consolidated lists of asset freeze targets published by
the UN, EU, or UK, nor is it owned or controlled by any such person(s) whether
individually or collectively; (ii) organized, headquartered or, if a natural person,
ordinarily resident, in a country or territory subject to comprehensive geographic
sanctions imposed by the U.S. Government (currently Crimea, Cuba, North Korea,
Iran, and Syria) or owned or controlled by any such person; or (iii) subject torestrictions regarding the receipt of U.S.-origin items by virtue of being on the Denied
Persons List or the Entity List maintained by the U.S. Commerce Department.
Additionally, the Client warrants that (a) it will not supply Moody’s products orservices to any person who meets the criteria set forth in (i), (ii), or (iii), or use themfor the benefit of, or for any transaction involving, any person who meets the criteria
set forth in (i) or (ii) (hereinafter, collectively “Prohibited Entities”), and (b) it shall not
supply to Moody’s any data related to any Prohibited Entity. For the avoidance of
doubt, the foregoing prohibitions apply notwithstanding any terms in any executed
Order Forms, Orders, addendum or other writing, whether express or implied.
Accordingly, even if the scope of a license granted in any Order Form, Order,
addendum or any other writing would otherwise include Prohibited Entities, theprohibitions herein shall prevail. For the purposes of this provision, “person” means
any natural or legal person; “owned” means an equity interest of 50 percent or
greater, whether held directly or indirectly; and “controlled” means the right or ability
to dictate the decisions, actions, and/or policies of an entity or its management. Eachparty agrees that it will notify the other party if it learns that any representation
made herein is no longer accurate. If the Client is in breach of this provision, or if
Moody’s determines that it is prohibited under any applicable law or regulation fromproviding products or services under this Agreement, in addition to any other rights orremedies it may have, Moody’s may immediately terminate or suspend performance
under the Agreement and/or any affected Order Forms, Orders, addenda and related
documentation.

17. MISCELLANEOUS:
This Agreement may be executed in counterparts, which together shall constitute asingle instrument, and may also be executed by electronic signature, and the parties
agree that facsimile, digitally scanned or other electronic copies of signatures shall bevalid and binding as originals.
18. ENTIRE AGREEMENT:This Agreement (including any executed Order Form and/or Order) constitutes thecomplete and exclusive understanding and agreement between Moody’s and Client
relating to the subject matter hereof and supersedes all prior or contemporaneous
understandings, agreements, and communications with respect to the subject matterhereof. Each party acknowledges that it has entered into this Agreement in relianceonly on the representations, warranties, promises and terms contained in thisAgreement and, save as expressly set out in this Agreement, neither party shall have
any liability in respect of any other representation, warranty or promise made prior to
the date of this Agreement unless it was made fraudulently.
19. CHANGES IN AGREEMENT:
Moody’s may amend this Agreement from time to time by posting an amended
version at its website and sending Client notice thereof (an email to Client shall bedeemed sufficient in this case). Such amendment will be deemed accepted andbecome effective thirty (30) days after such notice (the “Proposed Amendment
Date”) unless Client first gives Moody’s written notice of rejection of the amendment
prior to the Proposed Amendment Date. In the event of such rejection, thisAgreement will continue in its existing form, and the amendment will become
effective at the start of Client’s next Contract Term following the Proposed
Amendment Date. Client’s continued use of the Services following the Proposed
Amendment Date will be deemed Client’s consent thereto. Except as set forth in thisSection 19, this Agreement may not be amended in any other way except through awritten agreement by authorized representatives of each party.

20. COMPLIANCE WITH APPLICABLE LAWS:
Each of Moody’s and Client shall comply with all applicable laws and regulations inconnection with the performance of its obligations under this Agreement.
21. NOTICES AND LANGUAGES:
a. Any notice to a party under this Agreement shall be in writing in the English
language, signed by or on behalf of the party giving it and shall be delivered
personally, by pre-paid first class post, (or airmail, if abroad), prepaid recordeddelivery (or international equivalent) to the address of the party appearing on theOrder Form, or as otherwise notified in writing from time to time. A notice shall bedeemed to have been served at the time of delivery, if delivered personally, or fortyeight (48) hours after posting for an address in the USA and five (5) working days
after posting for any other address.
b. Notwithstanding any translation of the Agreement, the English language shallexclusively control the interpretation of the Agreement and all other writings
between the Parties.