Confidential

Trainer Service Agreement

PRIVATE & CONFIDENTIAL

This Trainer Service Agreement (“Agreement”) is made on (DATE) between

(1) The Independent Schools Foundation Academy Limited of 1 Kong Sin Wan Road, Pokfulam, Hong
Kong (the “Academy”); and

(2) _______________________________ (Name of Trainer), holder of the Passport No. /

HKID No. ______________________ Tel: _____________________ and Address______________

____________________________________________________________________(the “Trainer”).

RECITALS:

A. The Academy provides primary and secondary school curriculum education in Hong Kong.
B. The Academy wishes to engage the Trainer to provide the Services to the Academy and the Trainer
agrees to provide those Services on the terms and conditions set out in this Agreement.
C. The Trainer shall provide the Services to the Academy as an independent and self-employed
contractor and nothing in this Agreement shall make the Trainer an employee, worker, partner or
agent of the Academy or be construed as having such effect.

IT IS AGREED between the parties as follows:

1. ENGAGEMENT AND PAYMENT TERM

1.1 The Academy appoints the Trainer under self-employment from the Commencement Date until
the Completion Date to provide the Services in accordance with this Agreement.

1.2 Subject to the terms and conditions of this Agreement and satisfactory provisions of the Services,
the Academy shall pay the Trainer the Service Fee after service completion by cheque payment
or bank transfer within 45 days.

1.3 Should the Trainer be absent or on holiday, the Service Fee payable shall be pro-rated
according to the number of days of service completed.

1.4 The Trainer shall account to the appropriate authorities for all taxes directly payable by the
Trainer under any applicable law or regulation in respect of all sums received by the Trainer
under this Agreement and shall indemnify the Academy for any losses, penalties imposed, fines,
interest awarded, costs or expenses incurred by the Academy resulting from his failure to do so.

2. RIGHTS OF THE ACADEMY

2.1 The Academy has to make any contractual commitment in terms of the level or volume of
services required and has not committed and exclusive right to the Trainer to operate.

2.2 For the avoidance of doubt, the Academy reserves the right to cancel any session of the
Service for any reason whatsoever and no payment of service fee shall be made to the Trainer
for any such cancellation.

2.3 The Academy reserves the rights to claim all costs and losses incurred in relation to the
engagement under this Agreement should the Trainer fail to carry out the Services to the
satisfaction of the Academy.

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2.4 Without prejudice to its right of set-off or counterclaim at law or in equity, the Academy shall be
entitled to deduct from or set-off against any payment or damages otherwise due to the Trainer
under or in connection with this Agreement any loss, expenses, costs or damages which the
Trainer has caused the Academy to suffer or to incur, or any debt owed by the Trainer to the
Academy.

3. OBLIGATIONS OF THE TRAINER

3.1 The Trainer hereby agrees and undertakes to ensure:

3.1.1 the delivery of the Services as stipulated in Appendix and as might be amended from
time to time;
3.1.2 compliance with all applicable laws and regulations in Hong Kong in every respects
in connection with the delivery of the Services;
3.1.3 complying with appropriate policies and directions of the Academy in undertaking the
Services;
3.1.4 using his/her best endeavours to deliver the Services;
3.1.5 that he/she shall not do or otherwise be involved in any action or conduct which may
adversely affect the reputation of the Academy;
3.1.6 that he/she shall not directly or indirectly solicit any of the students enrolled in
Academy for his benefits;
3.1.7 that he/she shall not, at any time after the termination of this Agreement, continue to
represent himself/herself as being interested in or appointed by or in any way
connected with the Academy;
3.1.8 that the respective trainers (included substitute trainer(s)) are fully qualified,
experienced and possessed with relevant certifications;
3.1.9 that the respective trainers demonstrate a competent proficiency in English and/or
Putonghua for adequate communication with the students, teachers and/or staff
members of the Academy. In particular, the respective trainers shall comply with the
Academy’s language code and speak only in English or Putonghua when
communicating with the students;
3.1.10 that the health and safety shall take care at all times;
3.1.11 that he/she shall complete the Services in a thorough, lawful and professional
manner;
3.1.12 that he/she shall arrive at the Academy punctually and timely;
3.1.13 dress and behave in a manner that befits the professional standards of the Academy;

3.2 to deliver the Services and to perform all of the obligations under this Agreement to the
satisfaction of the Academy at all times. It is expected that the workload is subject to academic
requirements that fluctuate throughout the academic year; it shall be negotiated through mutual
agreement by both parties. The Trainer may be required to attend conferences and events as
designated by the Academy. The Academy agrees to reimburse him/her for all reasonable and
necessary expenditures, such as flight and accommodation, which are directly related to the trip
in accordance with the relevant policy of the Academy. All out of pocket expenses, materials,
resources and any other expenditure which are reasonable and necessary to carry out the
Services shall be covered by the Academy on a pre-approval basis. He/She shall provide
receipts and documentary evidence in support of claims under this clause to the satisfaction of
the Academy;

3.3 to be responsible for maintaining solely at his/her own expense all necessary licenses,
accreditations, certificates, registrations or permits or visas from the relevant regulatory body or
statute, rule or regulation in order to carry out the Services for the Academy; if he/she is from an
overseas country, he/she should work closely with the Academy and obtain the necessary
permits before commencing his work with the Academy in Hong Kong;

3.4 to ensure and procure at all times adequate materials and equipment are available so as to
efficiently and properly fulfil his obligations under this Agreement. Further expansion or
enhancement of the laboratory shall be negotiated through mutual agreement by both parties;

3.5 to report any accident or incident with respect to the Services to the Academy immediately but in
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any event, no later than one hour after the occurrence of the accident or incident. The Trainer
shall at all times maintain a record of all accidents or incidents relating to the Services;

3.6 to keep the Academy indemnified from any loss, expense (including legal costs), taxes,
penalties, fines, premiums, compensation or damages (including negligence) suffered or
incurred by, or imposed or sought to be imposed on, the Academy arising directly or indirectly as
a result of:

3.6.1 the acts, errors or omissions of the Trainer, including a breach of this Agreement, or
3.6.2 the Academy and the Trainer treating the relationship between the Academy and the
Trainer/ as one of an independent contract,

regardless of whether or not a legally enforceable claim is threatened or made;

3.7 that, during the Term, he/she may, subject to the conditions in the remainder of this paragraph,
accept and perform engagements from others which do not (in the reasonable opinion of the
Academy) adversely impact the Trainer’s ability to provide the Services. It is a condition of the
Trainer undertaking such engagements that:
 such engagements only to be undertaken at such times and in such manner as may be
convenient to the Academy,
 the Academy is notified in writing of the engagement before it commences,
 the engagement does not involve the Trainer working with any educational institution,
organization, company, firm or person which offers education services similar to or in any
way competitive with those offered by the Academy, and
 the Trainer continues to comply with any and all applicable visa requirements.

3.8 Discrimination and/or harassment of any kind to the Academy’s employees, students, parents
and/or any person(s) related to the Academy are strictly prohibited.

3.9 The Trainer shall not assign, transfer, sub-contract or purport to assign, sub-contract to any other
person or organization any of his rights, or sub-contract any of his obligations under this
Agreement without the prior written consent of the Academy.

3.10 For the purpose of this Agreement, any action, default or omission of the Trainer shall be
deemed to be the action, default or omission of the Trainer.

3.11 The Trainer shall not allow to obtain personal information directly from the students and/or
parents or the Academy, including but not limited to residential addresses, contact numbers,
email addresses, etc. without a valid reason and prior written consent from the Academy.

3.12 The Trainer shall not allow to use or publish (whether through any media or other platforms
including electronic means) for any purpose, alone or in conjunction with any other person, any
information, names of individuals or companies, photographs or other illustrations of the
Academy or any of the students, parents, the Academy’s employees, agents or contractors,
without the Academy’s prior written consent.

3.13 The Trainer shall not have the authority to act for or to bind the Academy in any manner
whatsoever.

3.14 The Trainer shall agree and acknowledge that the relationship between the Academy and shall
be that of principal and independent contractor. Nothing in this agreement or as a result of this
agreement shall be construed as creating any partnership, agency or employer-employee
relationship.

4. THE CONDITIONS OF APPOINTMENT

This Agreement supersedes and is a substitution for all previous documentation and/or agreements
and arrangements, where oral or in writing, relating to the subject matters hereof between the
Academy and the Trainer, all of which shall be deemed to have been terminated by mutual consent.

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5. TERMINATION OF AGREEMENT

5.1 At the Completion Date, if this Agreement is not renewed or extended, it shall automatically
come to an end due to the expiration of time.

5.2 Subject to below clause, either party may terminate this Agreement during the Term for any
reason by giving the other party one (1) month’s advance notice in writing or making an
equivalent payment of the Service Fee in lieu.

5.3 Notwithstanding any other provisions of this Agreement, the Academy shall be entitled forthwith
to terminate this Agreement without notice (or payment in lieu) if the Trainer:

5.3.1 is convicted of any criminal offence (other than a criminal conviction which in the opinion
of the Academy does not affect the Trainer in performing any of the obligations under
this Agreement) in Hong Kong or in other jurisdictions;
5.3.2 goes into liquidation / winding-up or becomes bankrupt (as the case may be);
5.3.3 is in breach of any clauses, terms, and/or conditions of this Agreement;
5.3.4 fails to remedy within fourteen days any unsatisfactory performance that has been
advised by the Academy in writing; or
5.3.5 behaves or acts in any way which is considered at the absolute discretion of the
Academy to have brought the name of the Academy into disrepute.

5.4 The termination of this Agreement howsoever caused shall be without prejudice to any
obligations or rights of any of the parties hereto which have accrued prior to such termination
and shall not affect any provision of this Agreement which is expressly or by implication provided
to come into effect on or to continue in effect after such termination.

5.5 In the event that this Agreement is terminated by reason of the above clauses, the Trainer shall
be paid only up to the last day the Services that has been rendered and without any other
compensation.

5.6 The Academy may terminate this agreement and your engagement at any time without notice.

6. AMENDMENT

No amendment to this to this Agreement shall be effective unless it is in writing and signed by each of
the Academy’s and the Trainer’s authorized representative.

7. APPLICABLE LAW AND JURISDICTION

7.1 This Agreement and the rights and obligations of the parties hereunder are governed by and shall
be construed in accordance with the laws of the Hong Kong Special Administrative Region of the
People’s Republic of China.

7.2 The Trainer shall comply with the orders, enactment, regulations or ordinances issued by the
Government of Hong Kong SAR or other competent authority in Hong Kong SAR.

7.3 The parties irrevocably agree that any dispute arising out of or relating to this Agreement shall be
brought in the courts of Hong Kong and irrevocably submit to the non-exclusive jurisdiction of
such courts.

8. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

The Trainer and the Academy do not intend any terms and conditions of your employment to be
enforceable pursuant to the Contracts (Rights of Third Parties) Ordinance.

9. TAXES

The Trainer agrees to account to the appropriate authorities for all taxes payable by him/her under
any applicable law or regulation in respect of all sums received by him/her under this agreement
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(including but not limited to the Service Fee) and shall indemnify the Academy for any losses, costs,
expenses, penalties or fines incurred by, or imposed on, the Academy resulting from the Trainer
failure to do so.

10. OTHERS

10.1 The Trainer agrees to undertake a criminal record check or a “Sexual Conviction Record Check”
(SCRC) carried out by the Academy directly or indirectly through an appointed external agent.

10.2 The Trainer confirms not to convict of any criminal offence, including any sexual offence, in any
jurisdiction that would preclude the Trainer from working with children.

10.3 The Academy reserves the right to terminate the employment if the Trainer has to provide any
false or misleading information.

10.4 Nothing in this Agreement shall be construed to give either Party to create the relationship of
partners, principal and agent, or employee between the Parties.

If the Trainer would like to accept this agreement and the above terms and conditions, please sign and return
a copy of this agreement to the CCA Office. The second copy is for the Trainer’s retention.

For and on behalf of

The Independent Schools Foundation (Trainer’s Name)
Academy Limited
Signature:

Printed Name: Simon Joyce Printed Name: _________________

Title: Head of Co-Curricular Activities Title: _________________
Date: Date: _________________

Encl.

Appendix 1 – Trainer’s Information and Service Schedule (page 6)

Appendix 2 – Terms and Conditions of Service (page 7-9)
Appendix 3 – Non-Disclosure Agreement (page 10-11)
Appendix 4 – Declaration of Conflict of Interest (page 12)

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Appendix 1
Trainer’s Information and Service Schedule

PERSONAL INFORMATION COLLECTION STATEMENT

1. The personal data collected in this form shall be used by The Independent Schools Foundation Academy
(the “Academy”) only.
2. All information given in this form shall be treated in strictly confidential.
Personal Information
Full Name
(English) _________________________________ Sex: __________

(Chinese)_________________________________________________

Address

Telephone / Mobile No.

(Daytime)______________________(Home)______________________

Bank Name

Bank Account Name

Bank Account Number
HKID Card No.
Email Address
Emergency Contact
Person Name: ___________________________ Tel: ___________________

Service Objectives : To provide experiential learning service to students of the Academy

Medium of Teaching : English or Putonghua

Service Details : Work as (Lead Trainer) for OES CCA, OES outings and other experiential
learning programs

Class : Target students: Foundation Year to Grade 12 students

Term of the Service : From (1st May 2019) to (31st July 2020) (both dates inclusive)

Service Fee : HKD 1000 per half day on weekdays OES or

HKD 1500 per day for Saturday OES Outing, Summer Extension Program and
other ELP Program

Remarks : The Service Fee shall be paid by direct deposit into bank account listed in this
record upon completion of the timesheet

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Appendix 2
Terms and Conditions of Service

1. SAFETY REGULATIONS

Without prejudice to the Academy’s general responsibility for the safety of its operation and the
personnel involved, the Trainer shall also observe, perform, be trained by and follow safety
regulations and instructions issued by the Academy. The Academy shall inform the Trainer of such
regulations and instructions.

In addition, the Trainer shall observe its own safety regulations to the extent they do not conflict with
those of the Academy.

2. DRUGS, ALCOHOL AND SMOKING

No person who is under the influence of alcohol, use of drug (except those drugs prescribed by a
medical practitioner) or possessing alcohol is allowed to enter into the Academy’s premises.

None of the Trainer is permitted to smoke on or in the vicinity of the Academy’s premises.

3. HYGIENE REGULATIONS

Without prejudice to the Academy’s general responsibility for the hygiene of its operation and the
personnel involved, the Trainer shall also observe, perform and follow hygiene regulations and
instructions issued by the Academy. The Academy shall inform the Trainer of such regulations and
instructions.

In addition, the Trainer shall observe usual hygiene regulations and relevant laws and administrative
regulations applicable to cleaning and housekeeping services.

4. IMPLEMENT OF SEXUAL CONVICTION RECORD CHECK (SCRC)

To enhance protection of children from sexual abuse, the Sexual Conviction Record Check (SCRC)
scheme implemented by the Hong Kong Police Force provides employers with a reliable channel to
check the record when the engaging persons may undertake work that requires frequent contact with
the children or mentally incapacitated persons. Although the Academy does not have employment
relationship with staff of any outsourced Contractor, since the contracted services meet the criteria of
child related work, the Academy would like to request your site staff to be deployed in our campus to
undergo the check, and request your office to access the check result through the Auto-Telephone
Answering System, then to pass the check result to the Academy in written format on the condition
that the Privacy Ordinance is duly observed. Prior approval from the relevant staff for such
arrangement should be obtained. All in all, the purpose of the requirement is to protect children in our
Academy and through the scheme your office could ascertain whether your employees have any
sexual conviction records, so that your office may make decisions relating to staff appointment on a
fully informed basis.

5. CRIMINAL CONVICTION RECORD CHECK

The Trainer warrants and declares that he/she do not have any previous criminal convictions for
offences relating to minors, or physical abuse of another person, in Hong Kong or any other country
or territory.

Upon ISF’s request, the Trainer must provide a satisfactory Criminal Conviction Record Check from
the Hong Kong Police Force to the Academy within one month after the signing of this record and
prior to undertaking any service with the Academy. The Trainer must report to the Academy forthwith
any criminal proceedings against after the commencement of this record and your record shall be
terminated if the Trainer is convicted of any sexual or criminal offence in any jurisdiction that would
preclude the Trainer from working with children.

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6. INTELLECTUAL PROPERTY RIGHTS

The Academy hereby grants to the Trainer a license to make use of all relevant intellectual property
rights relating to, arising from or in connection with the Trainer service solely for the purpose of
facilitating the Trainer's proper fulfilment and performance of its obligations under this Agreement.

The license granted by the Academy to the Trainer pursuant to Clause 12 of these Conditions shall
be deemed to be immediately and irrevocably withdrawn and terminated upon the expiry or early
termination of this Agreement (as the case may be). Nothing in this Agreement shall be construed to
give either Party to create or transfer of Intellectual Property Rights.

Upon the withdrawal and termination of the license as set out in Clause 12 of these Conditions, the
Contractor shall forthwith:

 return and deliver or procure the return and delivery to the Academy of all documents, and/or
other matters relating to or in connection with the Academy's intellectual property rights as set out
in Clause 12 of these Conditions; and
 cease to provide Trainer service and not to make any further use of the intellectual property
rights granted pursuant to Clause 12 of these Conditions.

The Trainer acknowledges and agrees that the Academy logo and the Academy name belong to the
Academy.

7. CONFIDENTIALITY

7.1 The Trainer acknowledges that, in the course of providing the Services, he shall have access to
and shall be entrusted with confidential information regarding the present and contemplated
programmes and services, financial information, policies and procedures, students and their
family members, employees and/or donors and other similar information, the disclosure of any of
which would be detrimental to the interests of the Academy and the respective individuals or
entities. The Trainer, therefore, covenants and agrees with the Academy that all such
confidential records, material and information concerning the business and affairs of the
Academy obtained by him/her in the course of delivering the Services shall remain the exclusive
property of the Academy. Furthermore, during the Term or at any time thereafter, the Trainer
shall not divulge the contents of such confidential records or any such confidential information to
any person, firm, corporation or entities other than the Academy’s authorized employees and he
shall not, following the termination of his engagement hereunder for any reason, use or divulge
the contents of such confidential records or such confidential information to any person or entity
for any purpose whatsoever.

7.2 Upon the completion, expiry or early termination of this Agreement, both parties shall return all
documents and/or materials which have been supplied by each party to enable compliance with
and/or the delivery of the Services specified in this Agreement, to the other party.

8. USE OF REFERENCE

The Trainer shall not disclose, or take any actions which might reasonably result in disclosure, the
making of this Agreement in any journal magazine publication or other medium nor use the
Academy’s name in any marketing and advertising material without obtaining the Academy’s prior
written consent which may be withheld or given in the Academy’s absolute discretion. No photo-taking
is allowed unless explicit authorisation is obtained from the Academy.

9. BRIBERY AND CORRUPTION

Each party shall neither:

(a) offer or give or agree to give any person employed by the other party or acting on its behalf,
any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for
having done or forborne to do any act in relation to the obtaining or performance of this Agreement or
any other agreement with the other party or for showing or forbearing to show favor or disfavor to any
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person in relation to this Agreement; nor

(b) enter into this Agreement if in connection with it commission has been paid or agreed to be
paid to any person employed by the other party or acting on its behalf by a party or on a party’s behalf
or to the Trainer’s knowledge, unless before this Agreement is made particulars of any such
commission and of the terms and conditions of any agreement for the payment thereof have been
disclosed in writing to the other party.

In the event of any breach of this clause by a party (“Breaching Party”) or by anyone employed by it
or acting on its behalf (whether with or without its knowledge) or the commission of any offence by the
Breaching Party by anyone employed by the Breaching Party or acting on behalf of the Breaching
Party under the Prevention of Bribery Ordinance (Cap.201) in relation to this Agreement, the other
party may summarily terminate this Agreement by notice in writing to the Breaching Party with effect
from the date specified in the notice. Termination clause shall not prejudice or affect any right of
action or remedy which shall have accrued or shall accrue thereafter to the other party and the other
party may recover from the Breaching Party the amount or value of any such gift, consideration or
commission.

10. CONFLICT OF INTEREST

Should any conflict of interest arise or shall potentially arise at any time during the Term, the Trainer
shall immediately declare, in writing, the nature of the conflict and the parties involved in the
Academy.

11. INSURANCE

The Trainer shall responsible to have his/her own Personal Accident insurance or related insurance
coverage in respect of performing the Services.

12. LIABILITY AND INDEMNITY

The Trainer shall indemnify the Academy against any loss, liability, damage or expense suffered by
the Academy (the "Loss") arising from (a) any breach of this agreement by the Trainer, and (b) any
act, error or omission by the Trainer while the Trainer is performing the Services. The Trainer shall
take every reasonable precaution not to damage any property or injure any person in the performance
of the Service or otherwise at the Academy.

13. THE ISF CODE OF CONDUCT FOR VENDORS

The Trainer agrees to comply the ISF Code of Conduct for Vendors under this link:
https//academy.isf.edu.hk/en/about-us/policies.

14. LANGUAGE

The Academy and the Trainer agreed and acknowledged that this Agreement and Appendices are
executed in the English language.

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Appendix 3
Non-Disclosure Agreement
This Non-Disclosure Agreement ("this Agreement") is entered into by the Trainer in favour of The
Independent Schools Foundation Academy (the "School") and in anticipation of the School to submit this
Agreement.

Non-Disclosure

In the course of preparation of the agreement and/or carrying out the aforesaid future services (if successfully
selected by the School), the Trainer may have access to information or materials which are proprietary to or
confidential to the School or its affiliates or its clients or third parties to whom the School owes a duty of
confidentiality, including but not limited to materials describing or relating to the business affairs, policies or
procedures of the School or its affiliates or its clients or such third parties, formulas, strategies, methods,
processes, computer materials including source or object codes, data files, computer listings, computer
programs, and other computer materials (regardless of the medium in which they are stored), or other
information (together hereinafter referred as “Confidential Information”). For the purpose of this
Agreement, Confidential Information includes all information or data, whether written, oral or in any other
tangible form, concerning the School which is furnished to the Trainer by or on behalf of the School, whether
before or after the date of this Agreement.

With respect to such Confidential Information, the Trainer acknowledges and agrees as follows:-

1. Confidential Information shall be used exclusively in connection with the preparation of the agreement
and/or carrying out the said future services and except as may be required by applicable law or, by
any supervisory or regulatory body in any jurisdiction;

2. The Trainer shall hold Confidential Information in strict confidence and shall not, nor shall it permit any
employee, agent or representative to copy, reproduce, sell, assign, license, market, transfer or
otherwise dispose of, give or disclose Confidential Information to any person, firm or corporation,
including any partner, employee, agent or representative of the Trainer who does not have a need to
know the Confidential Information;

3. The Trainer shall use all reasonable safeguards against the unauthorized disclosure of Confidential
Information and shall ensure that all of its employees and professional advisers having access to
Confidential Information adhere to the terms of this Agreement as if they were a party hereto;

4. In the event of an unauthorized disclosure of Confidential Information or any breach of this Agreement
by the Trainer, the damages incurred by the School may be difficult if not impossible to ascertain, and
that the School may seek injunctive relief as well as monetary damages against the Trainer for any
breach of this Agreement. The Trainer shall pay all costs incurred in enforcing this Agreement,
including attorney fees, to the School;

5. All material containing in the Confidential Information shall remain the property of the School. The
School shall retain all right, title and interest in and to the Confidential Information. No licence under
any trademark, patent, copyright, or any other intellectual property right, is granted or implied by the
disclosure of any Confidential Information; and

6. Upon completion of the said future services, or sooner upon written request of the School, the Trainer
shall return to the School all copies of printed Confidential Information which the Trainer acquires
during the course of preparation of the agreement and/or performance of the said future services.

Notwithstanding anything in this Agreement to the contrary, the School does not make any representations or
warranties of any nature whatsoever with respect to any information disclosed, including, without limitation,
any warranties of merchantability or fitness for a particular purpose or against infringement, the accuracy or
completeness of the Confidential Information and shall incur no liability to the other or any other person
resulting from the use of the Confidential Information.

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Non-Promotion

The Trainer agrees that the Trainer shall not, without the prior written consent of the School in each instance:
(a) use in advertising, publicity or otherwise the name of School or its affiliates, its clients or third parties to
whom the School owes a duty of confidentiality nor, any trade name, trade mark, trade device, service mark,
symbol or any abbreviation, contraction or simulation thereof owned by these parties; or (b) represent, directly
or indirectly, that any product or any service provided by the Trainer has been approved or endorsed by the
School or its affiliates, its clients or third parties to whom the School owes a duty of confidentiality.

Non-Employment

The Trainer affirms that the Trainer is not and shall not be an employee of the School for any purpose and
that the Trainer shall not entitled to exercise any rights, or seek any benefit, accruing to the regular employees
of the School by virtue of the services rendered by the Trainer to the School or otherwise. The Trainer agrees
to provide any assistance necessary to the School in investigating any illegal and fraudulent activities, security
breaches or similar situations.

Governing Law

This Agreement shall be governed by and construed in accordance with the Law of the Hong Kong Special
Administrative Region ("Hong Kong"). The courts of Hong Kong are to have non-exclusive jurisdiction to
settle any disputes which may arise out of or in connection with this Agreement and that accordingly any
proceeding, suit or action arising out of or in connection with the provisions of this Agreement may be brought
in such courts.

Effect of this Agreement

This Agreement shall become effective as of the date of signing this Agreement and shall remain valid upon
the expiration of 5 (five) years from the date of signing.

Accepted and agreed for and on behalf of [name of the Trainer]:

________________________________________________________

Signature:

Date: _____________________________

Appendix 4
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Declaration of Conflict of Interest

To: The Independent Schools Foundation Academy Limited (the “School”)

In respect of this agreement, I/we declare that no member of my/our company is a family member or
close friend to or has any close personal relationship with any of the members of the School and the
subject School. Should there be any close personal relationship between the members of the
School and the subject School and members of my/our company, I/we hereby give particulars of the
concerned members and describe such relationship in this Declaration of Conflict of Interest. I/We
hereby further agree to promptly notify the School should any close personal relationship arise
between the members of the School and the subject School and members of my/our company and
give any necessary particulars of such relationship as may be requested by the School. I/We
acknowledge and understand it is also strictly prohibited for me/us to offer any advantages to the
staff of the School, consultant or contractors appointed by the School, particularly to any
responsible staff in respect of contract administration, site supervision and school administration or
relating to provision of the Services in any manner.

Accepted and agreed for and on behalf of [name of the Trainer]:

Authorized Signature: ___________________________

Name of Signatory: ___________________________

Title: ___________________________

Date: ___________________________

Conflict of Interest (please tick one)

□ Yes No

If Yes, please provide the name and particulars of your member and describe the relationship with
our member:

Notes: If this declaration is not completed and signed by a director or authorized signatory, the
agreement being submitted shall not be considered.

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