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American <br /> Red <br /> R+ed Grassi <br /> 4.1 This Agreement will be effective as of the Effective Date listed above and ends on the day before the <br /> thirty-six(36) month anniversary thereof, unless earlier terminated as provided below. <br /> 4.2 Red Cross may immediately terminate this Agreement if LTP breaches this Agreement. Red Cross may <br /> also terminate this Agreement if LTP breaches the terms of the CPS. <br /> 4.3 Either Party may terminate this Agreement with advance written notice to the other Party of at least <br /> thirty(30) days. <br /> 4.4 Notwithstanding expiration or any termination of this Agreement,the provisions of this Agreement will <br /> continue to govern with respect to any amounts payable to Red Cross for Courses completed prior to <br /> such expiration or termination. The Parties' obligations under sections 5.10 and 7 below will also survive <br /> expiration or any termination of this Agreement. <br /> 5. Fees and Invoicing. <br /> 5.1 For each Course enrollee, LTP will be charged the per-student license fee that is applicable to that <br /> Course. Courses are included within the product package(s) listed on Appendix B. Fees for Courses are <br /> set forth in the price list attached to Appendix B, <br /> 5.2 Unless LTP has been approved for invoicing, LTP will remit payment by credit card upon entry of Course <br /> Records into LMS. All fees for CPS are non-refundable and will be paid by credit card at the time LTP <br /> submits the Class for posting. <br /> 5.3 Red Cross may approve or deny LTD's request to be invoiced at Red Cross's sole discretion. Invoices will <br /> be sent via postal mail, may be issued up to four(4) times per month, and will include all transactions <br /> submitted in that billing period. Payment in full is due thirty(30) days from the date of each invoice. If <br /> LTP does not pay any amount by the payment due date, the Red Cross may, in its sole discretion (a) <br /> suspend or terminate the LTP's invoicing privileges and require credit card payment at the time LTP <br /> enters Courses into LMS;or(b)suspend or terminate the LTP's right to deliver Red Cross training and <br /> enter Course Records into LMS. If the Red Cross pursues collections action to recover past due amounts, <br /> the LTP will be responsible for all costs of collection including reasonable attorney's fees and collection <br /> agency fees and expenses. <br /> 5.4 If approved for invoicing, LTP may elect to have invoices delivered electronically to one (1) email <br /> address. LTP will provide Red Cross a single valid email address for electronic invoice delivery. LTP will <br /> receive a PDF copy of the invoice. LTP understands that LTP will not receive an invoice via postal mail <br /> after enrollment in electronic invoice delivery. <br /> 5.5 If LTP desires that invoices issued by Red Cross reflect LTP-issued purchase order numbers,then any <br /> such purchase order must be received by Red Cross at least ten (10) business days prior to the Class <br /> date; it being understood that under no circumstance will the absence of an LTP-issued purchase order <br /> number on any invoice excuse LTP's timely payment of that invoice. <br /> 5.6 To pay an invoice by credit card or to establish ACH payments, call 888-284-0607.To pay an invoice by <br /> check, include the remittance advice showing the LTP account name, customer number and invoice <br /> number, and send to: <br /> American Red Cross -Training Services <br /> 25688 Network Place <br /> Chicago, IL 60673-1256 <br /> 5.7 Red Cross is not obligated to use LTP's vendor payment portal. If LTP desires that Red Cross use LTP's <br /> vendor payment portal, LTP must make such a request in writing. Red Cross may grant or deny the <br /> request in its sole discretion.Acceptance of such a request may only be made in writing by an <br /> authorized representative of Red Cross. LTP must continue to pay invoices delivered by mail or email on <br /> a timely basis while such a request is pending. If Red Cross elects to use LTD's vendor payment portal, <br /> Red Cross Licensed Training Provider Agreement—r.04.15.2425;09.24,2025MJ Page 3 <br />