CERTIFIED SCRUMMASTER AGREEMENT THIS CERTIFIED SCRUMMASTER AGREEMENT (Agreement) is entered into by and between Scrum Alliance, Inc.

, a Colorado nonprofit corporation (the Alliance, Scrum Alliance, We, Us or Our), and you, an individual certified under the Alliances Certified ScrumMaster certification (You, Your or Yourself). By clicking on the button I Accept, You indicate that You acknowledge and accept this Agreement governing Your Certified ScrumMaster certification and Your ability to promote Your Certified ScrumMaster status. Scrum Alliance has granted You a Certified ScrumMaster certification in accordance with Our standards, indicating that You have accomplished a predefined set of goals and have the requisite knowledge and abilities to perform scrum-related activities. This Agreement describes the terms and conditions under which We grant You the right to promote Yourself as having Certified ScrumMaster status. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, agree as follows: COMPLIMENTARY TWO-YEAR MEMBERSHIP IN SCRUM ALLIANCE . In recognition of Your achievement of Certified ScrumMaster status, We grant You a two-year membership into the Scrum Alliance under the terms and conditions set forth in this Section 1 and in any separate membership document as may be provided by the Scrum Alliance and amended from time to time. (That document may also set out the rules governing Your ability to use the SCRUM ALLIANCE collective membership mark.) We define, post, and periodically update membership benefits and obligations on the Alliance Sites (Our primary website, www.scrumalliance.org, and any other websites We own or control). Your publicly-available membership profile in the Scrum Alliance will reflect Your status. You may renew Your membership in the Scrum Alliance by paying Us the annual, thencurrent membership fee (renewal information located at http://www.scrumalliance.org/pages/certified_scrummaster_csm). CERTIFICATION MARKS LICENSE. Grant of Marks License; Term. We hereby grant You a non-exclusive, non-transferable, nonsublicenseable worldwide personal license to our rights in the Marks (Certified ScrumMaster and associated logos described in Appendix A) to use, reproduce and publicly display the Marks only in connection with Your scrum-related services and Your promotion of Your status as a Certified ScrumMaster. You may use the Marks on promotional displays and in advertising materials (Materials) in accordance with the guidelines in Appendix A. This license is exclusive to You and does not grant any rights to Your Affiliates (Your company (i.e., a legal entity owned by You), agents, or representatives) or any third party with which You may work or perform services to use the Marks independent from You. This license continues for so long as (i) You comply with this Agreement and (ii) maintain Your Certification as set forth on the Alliance Sites (the Term). Marks Ownership. You acknowledge and agree that the Marks are Our valuable property, and We are the exclusive owner of all right, title and interest in and to the Marks. Any and all past, present or future goodwill arising from Your use of the Marks will inure solely and exclusively to Our benefit, and You will not be compensated for the value, if any, that You contribute to the goodwill of the Marks. You have no ownership rights in the Marks and agree not to represent in any manner that You have acquired any ownership rights in the Marks. Prior Approval of Materials. Upon Our request, You will submit to Us, for Our prior written approval, samples of all Material(s) in which the Mark(s) are being used. Our approval pursuant to this Section may be based solely upon Our standards and may be withheld in Our sole and absolute discretion. You will not use the Mark(s) in any manner that would reflect adversely on the image or quality symbolized by the Mark(s). No Confusing Use or Registrations. You agree not to use or file for registration of any Trade Names (trademark, collective mark, service mark, certification mark, and/or trade name, in any class and in any country) that, in Our sole opinion, is the same as, similar to, or likely to cause confusion with the Marks. Upon Our request, You must disclose: (a) all Trade Names used by You or Your Affiliates that contain any of the Marks; and (b) any domain names used by You or Your Affiliates in providing scrum-related services. Upon Our request You will promptly notify Us of any Trade Names that You file or begin to use at any time during the Term. No Confusing Domain Names or Keywords. You agree not to register or to use any Internet domain name, sponsored link/ad keyword or any other keyword search term that, in Our sole opinion, is: (a) confusingly similar to any of the Marks or the domain name of any Alliance Sites, or (b) implies any form of affiliation with Us. If You already have registered existing domain names that are in violation of this Section, You may be required to
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transfer such domain names to Us as a condition of entering into this Agreement. We will pay the reasonable administrative costs of any such transfers, which will not include any payments to You for goodwill associated with such domain names. 2.6 Program Procedures and Reporting Infringement. You agree to provide truthful and accurate information to Us with regard to Your application, recertification documentation or any communication provided by You to Us. You agree to abide by any Scrum Alliance Code of Ethics (Code) adopted by Us from time to time, which will be posted on www.scrumalliance.org, noticed to You, and incorporated herein by reference. You understand that any failure to provide true, timely and complete responses to questions in Your application or recertification application may lead to termination of this Agreement by Us in accordance with Section 3 below. Should You be become aware of any possible violations of the terms of this Agreement or the Code by You or any third party, whether or not they have applied for certification by Us, You agree to promptly notify Us of such potential violation. TERMINATION. Termination Rights. You may terminate this Agreement at any time by providing Us with written notice. You will not be entitled to any full or prorated refund of Your Fee. If We revoke Your CSM Certification, then Your rights under this Agreement will immediately terminate and You will not be entitled to any full or prorated refund of Your Fee. If You or an Affiliate commit fraud or other wrongful acts, or otherwise engage in conduct that We believe materially impairs the goodwill associated with the Marks or the Scrum Alliance , if You violate a provision of the Code, or if You breach the Confidentiality provisions of this Agreement, We have the right to terminate this Agreement immediately upon written notice to You. If You commit some other material breach of this Agreement, We have the right to terminate this Agreement by notifying You in writing and giving You thirty (30) days to cure the breach. If You do not so cure the breach, this Agreement will terminate automatically. Effect of Termination. Upon termination, all rights We grant to You under this Agreement immediately and automatically terminate and You must immediately stop all display, advertising, and other use of the Marks in any and all manner. Survival. The following provisions will survive termination or expiration (the End Date) of this Agreement for any reason: Sections 2.2 (Marks Ownership), 2.4 (No Confusing Use or Registration), 2.5 (No Confusing Domain Names or Keywords), 3.2 (Effect of Termination), 3.3 (Survival), Section 4 (Confidentiality), Section 5 (Indemnification), and Section 6 (General). The termination or expiration of this Agreement will not affect Your or Our accrued rights or liabilities. CONFIDENTIALITY. Confidential Information. You acknowledge that all information relating to Our business and operations which You learn during or prior to the Term, including, but not limited to, all content requirements and certification testing processes including the content of certification exams such as questions, answers, worksheets, diagrams or any communication, verbal or written, related to the exam (Confidential Information), is valuable property of Ours and is considered confidential and proprietary. You will, and will cause Your Affiliates to, keep secret and maintain in strict confidence the Confidential Information. You will not, and will cause Your Affiliates not to, disclose or make available any or all Confidential Information to any person other than those, if any, who need to know such Confidential Information in order to perform their obligations under this Agreement. You agree to take all reasonable measures to prevent any unauthorized disclosure, reproduction, or use of the Confidential Information by You or any of Your Affiliates. Exceptions. Confidential Information does not include information that: (a) is in, or later comes into, the public domain through no fault of Yours or Your Affiliates; or (b) prior to Your receipt under this Agreement was property within Your legitimate possession or, after Your receipt hereunder is lawfully received by You from a third party having the right to disclose the information; or (c) is independently developed by You through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. Procedures. If You must disclose Confidential Information in order to comply with applicable law or if You become legally compelled to disclose any Confidential Information, You will provide Us with prompt prior written notice of any such disclosure and You will limit the disclosure to the greatest extent possible. You will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information. INDEMNIFICATION. You agree to indemnify and hold Us harmless against any loss, liability, damage, cost or expense (including reasonable legal fees) arising out of any claims or suits made by or against Us by reason of Your activities or performance or non-performance under this Agreement. We promptly will notify You in writing of any claim or proceeding brought against Us for which We seek indemnification under this Agreement.
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GENERAL PROVISIONS. Governing Law. This Agreement and Your and Our rights and obligations shall be governed by, and construed and enforced in accordance with the laws of the State of Colorado, United States, regardless of the choice of law rules of such state or any other jurisdiction. You and We irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located in the City of Denver, State of Colorado, United States. No Assignment. You may not assign or transfer this Agreement or any rights hereunder to any person or other entity, or substitute any other person or entity with respect to Your rights or obligations hereunder. Any such attempted assignment will be void and of no effect. Independent Contractors. You and We are independent contractors in carrying out our respective obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between us, and neither You nor We, by virtue of this Agreement, shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other party. Notices. All notices between You and Us must be in writing, sent to the address appearing on the first page of this Agreement or such other address as You or We may designate from time to time by notice to the other. Notices that are sent or dispatched will be deemed received by the addressee: (a) in the case of personal delivery, at the time of such delivery; (b) in the case of communication by registered post, on the third business day after dispatch; (c) in the case of overnight express service, on the date on which the overnight carrier confirms receipt by addressee; and (d) in the case of fax transmission, on the first business day after dispatch. Certification Disputes. Any and all disputes relating to Your application for the certification provided herein or the results of any certification examination will be resolved solely and exclusively by means of Our certification program policies and procedures, including this Agreement and Our appeals process. Changes to Agreement. We reserve the right at any time to modify, alter or update this Agreement or the standards for certification in Our sole discretion. Notice of any new or revised terms will be posted on the Alliance Sites for at least thirty (30) days after the change. Entire Agreement. This Agreement is the final, complete and exclusive agreement between You and Us with respect to the subject matter hereof and supersedes and merges all prior discussions between You and Us.

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Appendix AMarks and Guidelines for Utilization

CERTIFIED SCRUMMASTER The Guidelines

These guidelines describe the proper usage requirements for the word mark Certified ScrumMaster, which is a certification mark, and any associated logos or composite marks of Scrum Alliance, Inc. formed around that mark, which may be supplied to You and amended by Scrum Alliance periodically (the word mark and associated logos and composites are collectively referred to as the Certification Mark). As a certification mark, the Certification Mark does not play the role of an individuals professional title or degree. Scrum Alliance, Inc. allows those who pass its certification testing and are in good standing to use the Certification Mark in connection with providing their own scrum-related services to third parties. Use of the Certification Mark is subject to the following formal requirements: a) You may not alter, cut apart or otherwise distort the Certification Mark in perspective or appearance; b) You may not combine the Certification Mark with or incorporate either into other words, phrases or designs; and c) You may not translate the Certification Mark into other languages, even if You are using the Certification Mark in countries outside of the United States. When using the Certification Mark, the following additional requirements apply: a) The correct form of the written portion of the Certification Mark is Certified ScrumMaster; b) the Certification Mark must always be presented with each word in initial capital letters or in all CAPS; c) the word ScrumMaster must always be written as one word; and d) You may not alter the Certification Mark in any way, such as varying the spelling, adding hyphens, making the multiple words into one word, or single words into multiple words, or using a possessive or plural form of any word in the Certification Mark. You must use the logo form of the Certification Mark, if any, in the manner in which the Scrum Alliance provides it to You, wherever possible. You may not change the color, configuration or proportion of any artwork. If use of the logo is not possible, use of the word mark may be used as follows: CERTIFIED SCRUMMASTER or Certified ScrumMaster. You may use the Certification Mark in materials that You prepare to publicize Your status as a Certified ScrumMaster professional. As such, the Certification Mark is an adjective and should always be followed by a noun (e.g., Certified ScrumMaster certification or developer or professional). The Certification Mark should never be pluralized or use in a possessive manner, or free-standing with the article the or a. You may use the Certification Mark in electronic and print advertisements and other promotional materials concerning Your Certification status. Proper Attribution. You must include proper ownership attribution of the Certification Mark through a footnote or similar legend: Certified ScrumMaster is a certification mark of Scrum Alliance, Inc. Any unauthorized use is strictly prohibited. Prohibited Uses. a. The Certification Mark may not be used as part of or incorporated in the name of Your business, Your URL, Your sponsored link/ad keyword or any other key word search term (e.g., You cannot register, without Our approval, a domain name such as <www.certifiedscrummasterpro.eu> or the like). b. The Certification Mark may not be used on promotional items, such as t-shirts, coffee mugs, or similar merchandise. c. The Certification Mark may not be used in a way that it appears to be merely part of Your title or degree; it must always be used, at a minimum, as a mark in connection with the advertising or promotion services You provide. d. The Certification Mark may not be combined with, within or in conjunction with a composite mark of other words or designs, without authorization from Scrum Alliance, Inc. (Scrum Alliance, Inc.

The list of Marks may be amended by Scrum Alliance, Inc. from time to time, e.g., to include new or revised composite marks or logos built around the licensed Marks.
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periodically develops composite logo designs around its certification marks and may, at its sole discretion, make them available under the terms of this Agreement from time to time.)

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