LEOTTA, LLC. Service Agreement

1. Introduction This notice confirms the engagement of LEOTTA, LLC – an Ohio limited liability company - to provide instruction and education services to the identified registrant and their employer – herein identified as “Student” - of any and all courses of instruction offered by LEOTTA, LLC. This notice of engagement and the related supporting schedules constitute the engagement contract (the “Engagement Contract”) pursuant to which the Services will be provided.

2. Scope of Services To the extent requested by the Student, LEOTTA, LLC. will provide the following educational and training services (the “Services”) as outlined below: Provide instruction in the defined course title applied for registration by the Student. Specific course descriptions, prerequisites for such course instruction, required equipment to engage in learning, contact hours of instruction, location of instruction, and cost of instruction are published in the “Course Catalog” located on the LEOTTA, LLC website – specifically, www.leotta.co. Copies of the aforementioned course of instruction specifications may be obtained from LEOTTA, LLC. by sending a request for such copies to: LEOTTA, LLC. Post Office Box 786, Columbia Station, Ohio 44028 or making such inquiry through electronic mail (email) at info@leotta.co. ; A contact hour of instruction is defined as, at least, fifty (50) minutes of continuous instruction in the defined course title applied for registration by the Student. Instruction constitutes lecture-based instruction, practical application instruction, adult learning theory concepts, problem-based learning, and scenario-based learning techniques. Instruction in the defined course will continue for the total amount of hours as defined in the “Course Catalog.” ; Provide all learning materials to the Student to facilitate objective instructional criteria specific to the topic of instruction in the defined course title applied for by the Student.

Said learning materials may include any or all of the following:

     1. Electronic presentation media (graphical slideshow) containing graphical, audio, and/or video material specifically related to the course of      


     2. Student learning manual;

     3. Electronic and data media containing stored files, documents and materials;

     4. Tools, kits, devices, guides, items, and materials specifically utilized for the course of instruction and any/all user guides, manuals, material

         safety data sheets, and notices associated with such items;

     5. Testing procedures, processes, and forms (either electronic or manual) which are required to evaluate the Student for proficiency in the

         course of instruction;

     6. Software and/or hardware which may be required for the specific course of instruction; and

     7. Provide such other services as may be requested by the Student and agreed to by LEOTTA, LLC prior to the commencement of such training.

3. LEOTTA, LLC will advise the Student in advance as to intended staffing of instructors specific to the topic of instruction in the defined course title applied for by the Student. LEOTTA, LLC does reserve the right to substitute instruction staff without the consent of the Student should a need arise to make such substitution.; LEOTTA, LLC. will provide support in topic instruction, updates to methods of instruction and learning materials, legal updates to statutes, case law, policy or procedures in which LEOTTA, LLC. becomes aware via its electronic media outlets: including but not limited to: www.leotta.co , www.facebook.com/leottallc , and www.twitter.com/leottallc . Student agrees to assume responsibility for obtaining such updates and support from such media outlets owned and/or operated by LEOTTA, LLC.; LEOTTA, LLC. does not assume responsibility for any such instruction materials, updates or support for services provided by any company or entity in which LEOTTA, LLC presents course instruction “in association with” any such entity.

4. Privileged and Confidential Information and Work Product :The Student acknowledges that all scopes of service (written, electronic, or oral) provided by LEOTTA, LLC. to the Student in connection with the Engagement is intended solely for the benefit and use of the Student and the Student's employer and the Student agrees to treat any scope of service received from LEOTTA, LLC., whether electronically, orally or in writing, confidential and, except as provided in this Engagement Contract, will not publish, distribute or disclose in any manner any scope of service developed by or received from LEOTTA, LLC. without our prior written approval (except for information publicly posted upon social media sites and applications operated by LEOTTA, LLC., and in accordance with the user agreements of such social media sites). Such approval shall not be unreasonably withheld.

5. Fees: The agreed upon compensation for the services to be rendered pursuant to this service agreement is set forth on the course catalog for the defined course title applied for registration by the Student. LEOTTA, LLC. will further submit to the Student invoices for services rendered which are due, in most cases, prior to the commencement of the course of instruction or, in some cases, within 30 business days of receipt of said invoice. Invoice for services rendered may be made electronically through the LEOTTA, LLC., registration page and payment for such services shall be made via credit card, valid bank check, or government purchase order. The Student shall assume liability for bank fees, collection fees and reasonable attorney fees incurred by LEOTTA, LLC should such fees be incurred for insufficient funds of bank checks, and, the collection of any unpaid invoices. Failure to pay any invoice will result in a monthly service charge of 1.3% of the total unpaid balance applied every 30 days the invoice remains unpaid.

6. Conflicts of Interest Based on the list of interested parties (being the Student and LEOTTA, LLC.), we shall undertake a limited review of our records to determine the professional relationship of LEOTTA, LLC. with the Student and/or the Student's employer. Based upon the results of such review, if LEOTTA, LLC. determines a conflict of interest exists between us and the Student and/or the Student's employer that would preclude us from performing the above Services, LEOTTA, LLC. reserves the right to terminate this agreement and refund any fees to the Student.   LEOTTA, LLC. employs numerous instructors and personnel who, in the course of other employment descriptions, may be defined as public officials under the laws of the State of Ohio. LEOTTA, LLC. will not accept an engagement with any Potentially Interested Party or any other party that directly or materially conflicts with this Engagement without the written consent of the Ohio Ethics Commission or any such entity responsible for regulating and enforcing ethics laws of any state, political subdivision or the federal government of the United States.

7. Limitation of Liability: The Student and the employer of the student (in any such case the Student's employer assumed any such fees in accordance with this agreement) agrees to indemnify, hold harmless and defend LEOTTA, LLC. against any and all losses, claims, damages, liabilities, penalties, judgments, awards, amounts paid in settlement, reasonable out-of-pocket costs, fees, expenses and disbursements including, without limitation, the reasonable out-of-pocket costs, fees, expenses and disbursements, as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation (whether or not in connection with proceedings or litigation in which LEOTTA, LLC. is a party), directly or indirectly caused by, relating to, based upon, arising out of or in connection with the engagement of LEOTTA, LLC. by the Student or any services rendered pursuant to such engagement; provided that the Student will not be responsible for payment of indemnification amounts hereunder (and any indemnified person shall reimburse the Student for indemnification amounts already paid) that are determined by a final judgment of a court of competent jurisdiction to have resulted from an indemnified person’s bad faith, self dealing, gross negligence or willful misconduct. These indemnification provisions extend to the officers, directors, principals, members, managers, and employees of LEOTTA, LLC. and shall survive for 1 year after the termination or expiration of the engagement. The contract rights to indemnification conferred in this paragraph shall not be exclusive of any other right that any indemnified person may have or hereafter acquire under any statute, agreement, order of a bankruptcy court or pursuant to any directors and officers liability insurance policy. The Student shall also reimburse any indemnified person for all reasonable out-of-pocket expenses incurred in connection with enforcing such indemnified person’s rights under this letter agreement.

8. Term of Engagement: This service agreement shall be effective as of the date hereof and shall continue in effect until termination or completion of our engagement hereunder. Either you or we may terminate this service agreement and our engagement at any time upon the giving of at least fourteen (14) days prior written notice to the other party or immediately by a party upon a material breach of this Agreement by the other party. Termination shall not affect our right to receive payment for services performed, reimbursement for reasonable out-of-pocket expenses properly incurred (in accordance with the terms of this service agreement). LEOTTA, LLC reserves the right to refund any fees paid or provide the Student with a credit toward any other course LEOTTA, LLC provides if the Student terminates the agreement prior to fourteen days after initiation of this agreement and the scheduled date of the defined course title applied for registration by the Student. If any provision of this Engagement Contract shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excluded from this service agreement, as the case may require, and this service agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or as if such provision had not been originally incorporated herein, as applicable. This Engagement Contract and each related confidentiality agreement constitute the entire understanding between the parties with respect to the subject matter and supercede all prior written and oral proposals, understandings, agreements and/or representations, all of which are merged herein. Any amendment or modification of this letter agreement shall be in writing and executed by each of the parties hereto.

9. Governing Law and Jurisdiction : This Engagement Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio. The Courts of the State of Ohio shall have exclusive jurisdiction in relation of any claim, dispute or difference concerning the Engagement Agreement and any matter arising from it. The parties hereto irrevocably waive any right they may have to object to any action being brought in these Courts, to claim that the action has been brought to an inconvenient forum or to claim that those Courts do not have jurisdiction.

Notice : All notices required or permitted to be delivered under this Engagement Contract shall be sent, if to us, to the address set forth above, to the attention of Joy M. Hall, and if to you, to the address for you set forth above, to the attention of your General Counsel, or to such other name or address as may be given in writing to the other party. All notices under the Engagement Contract shall be sufficient if delivered by facsimile or overnight mail. Any notice shall be deemed to be given only upon actual receipt.

10. Continuation of Terms: The terms of the Engagement Contract that by their context are intended to be performed after termination or expiration of this Engagement Contract are intended to survive such termination or expiration and shall continue to bind all parties. Certification Standards: In accordance with the following accreditation standards, LEOTTA, LLC. shall confer upon the Student certification in the defined course title applied for registration by the Student for the total amount of contact hours of said course: Based upon the objective criteria of the course title applied for registration by the Student, the Student shall demonstrate proficiency in a knowledge-based level examination with a minimum passing score of 80%. The examination may consist of true/false, multiple choice, written essay or oral testing. Based upon the objective criteria of the course title applied for registration by the Student, the Student shall demonstrate proficiency in a practical application examination by applying the learned material to a problem-based scenario. The Student must pass any/all proficiency examinations. If the Student should fail either examination, the Student has thirty (30) days to have LEOTTA, LLC administer the examination at the Student's expense. In addition to certification standards set forth by the specific course of instruction or by the course instructor, training and certification standards of local, state, and federal agencies may be applicable. No certification shall be conferred upon any Student who has not met the aforementioned requirements.

By selecting “Accept the Terms of the Service Agreement,” upon any registration application created by LEOTTA, LLC., you, the Student, have agreed to all terms set herein. Very truly yours, LEOTTA, LLC. Considered agreed hereto, Lorain County, State of Ohio.