TRAININGPROGRAM GUIDE FOR DISTRIBUTORS

RUUD UNIVERSITY

HIGH PERFORMANCE TRAINING

Welcome to the University 2Program Definition 3

The University’s Purpose 3Ruud University Overview, Mission, and Objective 3Schools of Study: Tracks of Learning 4

Distributor Expectations & Requirements 5Dedicated Distributor Service Coordinator 5Signed Instructor Agreements 5Training Facilities 5Training Schedules 5Class Manager System 6

Outline of Curriculum 7School of Territory Management 7-8School of Sales and Sales Management 8School of Technical Excellence 9

Policies and Processes 10Ruud Marketing Co-Op Program 10Navigating Ruud University 10Materials and Copyright Laws 11Continuing Education Credits 11

FAQ 12-13Terms & Conditions 14-18Instructor Agreements 19

TABLE OF

CONTENTS

Welcome to Ruud University!

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We are honored to welcome you to Ruud University and thank you for investing in what should be a key focus for all Ruud Distributors -- developing the best Dealers in the HVAC industry.

This year, our dedicated team brings together a roster of the very best trainers and experts in their respective fields. These professionals not only have the extensive knowledge needed to reach the next level, but also have the important hands-on, real-world experience that provides practical insights needed to succeed in today’s competitive marketplace.

Ruud launched several new training initiatives, including the new School of Sales and Sales Mangement, a redesigned Territory Management Master Track program, monthly Lunch and Learn webinars, and a variety of new training resources created in conjunction with the new products launching over the next year. The focus for Ruud University is to bring new, engaging materials to help Distributors and Dealers understand not only Ruud products and programs, but also the philosophy behind our product design strategy, 360°+1, and how to promote these features in the market.

Our efforts don’t stop here. We restructured the training program for Distributors in an effort to create a more cohesive and comprehensive training structure for our Dealers. We ask that you work closely with our training team and let us help you deliver the very best training to your Dealers throughout the year. Whether you are attending a Territory Management Master Track course for the first time in Fort Smith, developing your sales skills at an Elite Track seminar, or working on a digital controller in one of our Genius level technical classes, you’ll walk away with the tools you need to grow your business.

At Ruud University, we say it’s all about “High Performance Training.” Take advantage of the training opportunities and resources Ruud offers and thank you for being part of our team.

Doug HuntManager-Training & Dealer Programs

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PROGRAMDEFINITION

OUR MISSIONRuud University’s mission is simple yet very focused:

“To develop the best-trained Dealer and Distribution network in the HVAC industry.”

OUR OBJECTIVETo have all Ruud Distributors establish a training department with a dedicated Distributor Service Coordinator (DSC) and offer training to their Dealers throughout the year.

Ruud University is a centralized, ever-growing, one-stop resource established to provide Distributors and Dealers with the best technical and professional business training opportunities in the market. Our vision is to create a thriving training community with new resources being made available to our channel partners throughout the year.

Ruud University’s official mascot is the ReliaBulls. You will find this logo throughout the school and training programs. Although the mascot is meant to bring a fun face to the school, we do take the content and ability to train our Dealers very seriously. Although we hold our Dealers to high standards if they are offering the Ruud brand, we have made it easy to work with the Ruud University by providing the tools they will need to succeed and grow their business. If you have questions or ideas on what you would like to see from the University, we encourage you to reach us at Training@Ruud.com.

Who Has Access to Ruud University’s Training Materials?Ruud University offers training tools to both Distributors and Dealers. Some courses may only be offered online while others will be available in the field.

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Schools of Study

Ruud University currently focuses on three

schools of study-Territory Management,

Sales and Sales Management and

Technical Excellence. These schools are

designed to help Distributors and their

Dealers gain the tools they need to stay

competitive in the market and grow their

businesses. As students progress through

the different levels of training, they will

have access to additional courses and

materials. Each course, whether taken

online or in the field, has been created

by industry experts and the training staff

at Ruud.

Ruud Distributors have the

option of scheduling a School of

Territory Management Elite

training course through Ruud

University with one of our

preferred training vendors.

For more information, please

contact Ruud University

at Training@Ruud.com.

Technical ExcellenceTerritory Management

Sales and Sales Management

Tracks of LearningAll courses are categorized into three different knowledge levels:

MASTER

The Master tracks consist of courses that provide the necessary core knowledge a Dealer or Distributor must have to be successful in their HVAC career. These courses will be ideal for those who may be new to the HVAC industry or Ruud, for personnel who may be moving into new roles within their company and for those who would like to refresh their basic knowledge.

ELITE

The Elite tracks consist of courses that build upon the knowledge gained after attending a Master Track course (required where indicated for some courses). These courses are most beneficial to those students who have demonstrated core knowledge of Master level curriculum. Subject matter ranges from dealer development courses for Territory Managers to advanced technical training for dealer service technicians.

GENIUS

The Genius tracks consist of courses that are developed for those who have a higher knowledge of HVAC products and selling techniques. These courses will be more complex in nature and will provide students with a high degree of learning objectives that will enable them to provide superior technical, selling, and business acumen. Genius Track courses are limited at this time. Over the next two years, Ruud University will be expanding the number of Genius level courses available for both schools.

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DISTRIBUTOREXPECTATIONS & REQUIREMENTSAs a Ruud authorized Distributor, training is not just a requirement but an added tool that can be used to grow your business and the value you bring to your market. Distributors are expected to offer a variety of training courses throughout the year. These courses should include factory authorized classes (i.e., classes developed by and branded Ruud) designed to help Dealers with their Continuing Education Unit (CEU) requirements, sales and marketing courses for sales representatives, or strategic training partner-led courses to help Dealers learn more about growing their business in a competitive market. By offering a year-round curriculum, Distributors become the “go-to” resource for training and gain loyalty from Dealers who experience first-hand your commitment to helping them succeed.

The following outlines Ruud’s requirements for Distributor training:

DEDICATED DISTRIBUTOR SERVICE COORDINATOR (DSC)

All Ruud Distributors are expected to have at least one Distributor Service Coordinator (DSC) within their company. The DSC is responsible for technical support to Dealers, organizing and conducting technical training in their region, and working as a liaison between their Distributor, their District Technical Representative (DTR), and Ruud University. The DSC must be qualified to teach technical courses through HVAC service experience and/or educational background which will further provide credibility for the Distributor’s training program.

SIGNED INSTRUCTOR AGREEMENTS

Each instructor or DSC is required to sign a Ruud University Instructor Agreement which outlines Ruud’s policies and guidelines for training and using Ruud University materials. All Distributors must have a signed instructor agreement on file with Ruud University to offer approved factory training courses. In addition, all instructors must have a current resume on file with Ruud University to be used for state approval continuing education credit (CEU) paperwork when applicable. See Terms and Conditions to review a copy of the Signed Instructor Agreements.

TRAINING FACILITIES

Distributors should have either an established on-site training facility or an alternative location that can host regular training events. Depending on the course, training facilities must be able to accommodate all syllabus requirements of the Ruud authorized course. This may include working demonstration units or access to outdoor demonstration areas. Service Coordinators who do not have an on-site training center should make plans in advance to work with an outside facility (conference hotel, local vocational school, etc.) to host their regional training events.

TRAINING SCHEDULES

Distributors are required to submit training calendars to their District Technical Representative twice a year (reflecting courses being offered January – June and July – December). Calendars are due no later than 30 days prior to the start of the training calendar and should include classes for Ruud products and soft skills training. General questions regarding training calendars and which classes to offer throughout the year should be discussed with the local DTR.

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CLASS MANAGER SYSTEM

Class Manager was designed to help Distributor Service Coordinators (DSC) request, create, manage, and report the training classes they offer in the field. Access to the site can be reached through RuudUniversity.com once they have logged into the site. Note: All Distributor Service Coordinators must be approved and set up for Class Manager access, and register all of their Ruud-authorized courses and training materials (both electronic and print) through the system.

Once on the site, the trainer can:

• Schedule classes

• Request assistance via a training e-mail request from the local DTR

• Create custom flyers for the class (which can be printed or saved as a PDF attachment for e-mailing)

• Register attendees and record attendance so credit and certificates can be issued.

To learn more about how the site works, please contact Training@Ruud.com to set up a quick one-on-one training session or view the Class Manager training tutorial on Ruud University under the School of Technical Excellence section.

Once a Distributor Service Coordinator has returned a signed Instructor Agreement, they will be granted access to Ruud University Class Manager. DSCs who do not utilize the course materials or complete the registration/completion process for their Dealers will not receive credit for teaching Ruud courses. It is important that student information be input correctly and before the deadline. Failure to do so will result in a $20 fee for each certificate that needs to be re-printed due to missing information, incorrect spelling, or if the 30 day deadline to update the list of attendees in Class Manager has expired.

For more information on Class Manager, see Policy and Processes.

DISTRIBUTOR REQUIREMENTS REQUIRED

Dedicated Distributor Service Coordinator (DSC) Signed Distributor Instructor Agreement on File Current DSC resume on file with Ruud University Established on-site training center/outside facility Printed training calendar available every 6 months Use Ruud University Class Manager to schedule & manage classes

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OUTLINEOF CURRICULUM

School of Territory ManagementRuud University offers a variety of courses for Distributor sales representatives at the Master and Elite Track levels. Genius level courses will be offered in the future to help senior level salespeople meet new challenges and bring more tools to their customers.

MASTER TRACK COURSES INCLUDE:• The 3-Day “Why Ruud” Master Track course covers basic knowledge requirements

regarding Ruud’s products, policies, programs and history in the market. The course is offered 2 times a year. Information regarding dates and registration is located on the Ruud University website. This class provides an excellent opportunity for new employees or for those moving into a sales career to gain strong Ruud knowledge. This course is a prerequisite to our Elite Track courses.

• Lunch and Learn webinars are offered the third Thursday of every month and give Distributors and their sales team an opportunity to learn more about new products, programs or skills from various subject matter experts. The webinars are recorded and posted the next day on the Ruud University site for those who missed the live session.

REGIONAL MASTER TRACK COURSES

Ruud University is frequently asked to facilitate a 2-day, abbreviated “Why Ruud” Master Track course for an individual Distributor. In order to accommodate these requests and based on the availability of the Ruud University training team, Distributors are required to confirm availability by contacting Training@Ruud.com. If the requested dates can be supported, Ruud will provide up to 4 trainers who will cover product, marketing, and sales support training. A flat fee of $7,000 covers travel expenses and all training materials that are used during the class.

The Distributor must meet the following requirements:

• Ensure at least 10 registered attendees.

• Schedule and coordinate hotel accommodations for all incoming participants and provide a training room at the Distributor’s office, a hotel or alternative location.

• Provide demonstration HVAC units to be used during the class. These should include an outdoor air conditioner, heat pump unit, inside gas furnace unit and a commercial unit or as appropriate for the market.

• Provide meals and snacks during the training time. The Distributor will typically host a dinner for the attendees and trainers the first night of training.

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School of Territory Management (cont.)

ELITE TRACK COURSES INCLUDE:• These are typically 3-day courses providing fundamental sales skills for Territory

Managers. These courses, which are designed for Distributor sales personnel, include Dealer acquisition and development, salesperson development, competitive pricing, increasing Dealer profit margins and territory management. The Ruud courses are typically offered twice a year, and course dates are located on the Ruud University website.

• Ruud Distributors have the option of scheduling School of Territory Management-Elite training courses through the Ruud University with one of our preferred training vendors. For more information about hosting an event, please contact us at Training@Ruud.com.

School of Sales and Sales ManagementThe new School of Sales & Sales Management focuses on the skills and tools Distributors and Dealers need in order to present features and benefits, differentiate between products and sell or up-sell Ruud products. Topics found in the online Sales and Sales Management section include product training modules and basic sales skill tutorials. Each course is designed as an engaging way for students to build their brand and business acumen while giving them the flexibility to view the courses online when it is convenient for them.

• Online sales & marketing training modules are available for both new and existing products and programs. This is a great resource for salespeople looking to learn more about the competitive edge Ruud brings to the market and shows Distributors and Dealers how to incorporate this knowledge into selling skills.

Classes may be bundled into more advanced training curriculum with testing and certification available after the student has completed all of the classes in a category. Students will be notified throughout the year by e-mail when new courses are available online through the Ruud University.

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School of Technical ExcellenceRuud University offers a variety of product-specific and soft skills technical training in the field as well as online. Courses are specifically designed to grow a Dealer’s technical skills with materials that have been created by Ruud.

Curriculum includes:

ONLINE MASTER TRACK COURSES:• Online technical courses are offered at

RuudUniversity.com for service technicians wanting to expand their basic HVAC service technician skills. Courses include Brazing for HVAC Technicians, Electricity for HVAC Technicians and Superheat and Subcooling.

ONLINE ELITE TRACK COURSES:• Advanced, online technical courses are offered

at RuudUniversity.com for service technicians wanting to grow their professional knowledge and skills. Courses include Dual Fuel Systems, Comfort Control products and Heat Pump-Demand Defrost Controls.

CLASSROOM BASED:• Classroom materials include a course syllabus,

electronic training modules for the DSC to use as a guide and corresponding workbooks for the students. Attendees may also be eligible for CEU credits and a certificate of completion depending on the course being offered.

For a complete list of online technical courses, please visit the School of Technical Excellence section on RuudUniversity.com.

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POLICIESAND PROCESSESCO-OP MARKETING PROGRAM

Ruud offers eligible Distributors a Co-op Marketing Program to financially assist with their training efforts by sharing costs incurred. Each month, as funding is accrued, 10% of earned funds must be used toward eligible training expenses. Expenses can be claimed against earned funds from February 1 – December 15 of each calendar year.

Qualifying Expenses:

• Ruud University Literature, Workbooks and Materials

• Travel, Lodging and Meal Costs

• NATE Recognized Ruud training

• Pre-approved Professional Development, Technical Training, Boot Camps, Business Training

The Distributor claim share reimbursement is dependent on the type of training claim they file:

• Ruud University Training & Literature

• Ruud will reimburse 100% of total claim for related DISTRIBUTOR personnel training expenses

• Ruud will reimburse 50% of total claim for related DEALER personnel training expenses

• Non-Ruud University Training & Literature (pre-approved by Ruud)

• Ruud will reimburse 75% of total claim for related DISTRIBUTOR personnel training expenses

• Ruud will reimburse 50% of total claim for related DEALER personnel training expenses

NAVIGATING RUUD UNIVERSITY

All Ruud Dealers with a MyRuud account should have access to the Ruud University and all online training modules. Dealers can use these same MyRuud log-in credentials to access Ruud University (RuudUniversity.com). Dealers can access the site in three easy steps:

1.) Use their MyRuud.com credentials to access Ruud University (RuudUniversity.com or link through the MyRuud.com site).

2.) Click on the Student Log In box in the upper right hand corner, and use the same username and password they use to log into MyRuud.com.

3.) Click on the Take Me To Training Classes box located in the center of the screen and choose the School of Territory Management or School of Technical Excellence to begin viewing which courses are available.

Dealers have access to a variety of courses online. This includes basic soft skills courses that are both technical and sales-based along with basic soft skills training. Note: Dealers will not see courses that are restricted to Distributor access only.

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MATERIALS AND COPYRIGHT LAWS

Training materials are serialized and issued for each student who registers for a Ruud University course. Ruud uses the attendee list to gauge Dealer participation and issue individual certificates upon course completion. Certificates cannot be issued in a company’s name if they send multiple employees to an event. All Ruud University materials are copyrighted by Rheem Manufacturing or outside training partners. Any attempt to copy training materials is a violation of the signed agreements between Ruud and its Distributor partners. Those who violate this policy will forfeit training co-op reimbursement funds, and the class will be nullified in the Ruud system so participants will not receive a completion certificate. Repeated violation of this policy could result in the Distributor’s access to training materials being suspended by Ruud. Reproduction of any Ruud University training material is strictly prohibited unless prior written approval from a Ruud University staff member has been given. Note: Some third party trainers will reserve the right to pursue legal actions for copyright violations against anyone who improperly distributes their materials.

CONTINUING EDUCATION CREDITS (CEU)

Ruud offers a variety of courses that qualify for CEU credits and are recognized by various states. When CEU credits are available, it will be noted online when signing up for a field course or online training.

Students are required to submit their state licenses at the time of the class. Note: Ruud verifies the name and license number of all attendees requesting CEU credits. If the name of the student does not match the state license number holder, CEU credit will not be given.

Other Course CreditsAll Ruud University School of Technical Excellence classroom curriculum courses are NATE recognized and eligible for credit. For more information on the benefits and requirements of being NATE certified, go to natex.org. In addition, certain instructor-led School of Technical Excellence courses have been approved by Alabama, Florida, & Texas. For a complete list, visit RuudUniversity.com/certifiedtechicalcourses.

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FAQWhere can I go if I have any questions about Ruud University, training materials, courses or Class Manager?

Start with your Ruud District Sales Manager (DSM) or District Technical Representative (DTR) for local support. As a second line of assistance, you can also e-mail Training@Ruud.com.

How do I purchase classroom materials?

Course material purchases are done through the Ruud University website (RuudUniversity.com). Access is only granted to those with a MyRuud.com account. Payment is due in full from the Distributor when registering for a class or purchasing training materials. Distributors can pay with a credit card or purchase order (PO). For questions regarding classroom materials or return policies on unused workbooks, please contact the Ruud University at Training@Ruud.com.

If the class requires a training workbook, do I need to purchase a workbook for each attendee?

Yes, each student must have a training workbook purchased for them. The workbooks are coded with a serial number assigned to each student, and this allows Ruud University to accurately track a student’s attendance for issuing completion certificates. Making unauthorized copies of any Ruud University training materials is strictly prohibited.

What is the cancellation policy for the School of Territory Management courses?

If it becomes necessary for a Distributor attendee to cancel, notification must be given in writing by e-mail to Ruud University. E-mails can be sent to Training@Ruud.com. Students who need to cancel should not consider their enrollment removed until they receive an e-mail confirmation from Ruud University. Cancellations received more than 30 days before the class are eligible for a 100% refund or a credit for the next class within the next 12 months. Cancellations received less than 30 days before the event are not eligible for a refund, but will have a credit available for 12 months to apply to a future class (this applies to Master Track courses only). For Elite Track courses there are no refunds. However, a credit for the next class within the next 12 months will be issued. Outside of emergencies, no-shows will not be eligible for refunds or credits. In the case of a last minute emergency, please e-mail Doug Hunt at doug.hunt@Rheem.com as soon as possible.

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What is the dress code?

Business casual is the preferred dress at Ruud-sponsored events like the Master or Elite Track courses. All trainers and attendees are expected to wear the appropriate level of OSHA approved attire when touring plants, working on training units, etc. For specific questions regarding attire, please contact us at Training@Ruud.com.

How do I get a MyRuud.com account?

Visit MyRuud.com and click on the Request an Account button on the home page.

Will a certificate be issued for each course?

That depends on the course. Some of the online courses are offered for free and without a certificate. Other online courses, which may include a quiz at the end, allow the student to print their score and completion page for their files. Authorized Ruud courses taught in the field by DSCs qualify for a completion certificate. Once the DSC has entered the student’s information after the training event, a certificate will be mailed out.

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TERMSAND CONDITIONSThis RUUD Distributor Trainer Agreement and grant of rights (“Agreement”) is between (“you”) and Rheem Sales Company Inc. (“Rheem”). By agreeing to become a Distributor Trainer, ordering, downloading, or using Ruud Training Materials (“Training”), you agree to be bound by the terms and conditions of this Agreement.

THE PARTIES:

Rheem Sales Company Inc., located at 1100 Abernathy Rd, Suite 1400; Atlanta, GA 30328, and the undersigned Distributor, intend to enter into the following Agreement with respect to Training rendered by Distributor for the instructional training using Ruud created Instructional Materials.

WHEREAS, Rheem owns all rights, title, and interest to the Training and desires to engage Distributor to teach such Training to registered students (“Students”), and if applicable, proctor such Instructional Materials examinations (“Examination”); and

WHEREAS, the Distributor agrees to teach such Training.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the adequacy of which is acknowledged by each of the Parties, Rheem and Distributor agree as follows:

1) DESCRIPTION OF SERVICES. The Distributor shall teach the Training, proctor any applicable Examinations and abide and meet all additional requirements, obligations and qualifications detailed in this Agreement (“Services”).

A. Rheem agrees to retain Distributor, and Distributor agrees to perform or have performed for Rheem, specialized instructional classes in the areas of:

1) factory authorized classes designed to help Dealers with their technical service training and CEU requirements;

2) sales and marketing courses designed to improve Dealer in-home presentation skills; and

3) strategic training partner-led courses to help Dealers learn more about growing their business in a competitive market.

Such other tasks may be assigned to Distributor by Rheem during the term of this Agreement. Distributor shall perform all services with designated approved personnel. Rheem is relying on the Distributor’s experience and expertise to determine the detailed manner of performing such services in order to satisfactorily fulfill the purpose of this Agreement.

B. Distributor shall use its best efforts to perform all services in accordance with the highest professional standards in a timely manner. Distributor shall devote as much time and attention to performing services hereunder as may be necessary, or as may be reasonably required by Rheem.

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2) DISTRIBUTOR QUALIFICATIONS/OBLIGATIONS. To ensure the quality of instruction in Trainings, Rheem requires that Distributor meet specified qualifications:

• Distributor warrants that he or she is on Rheem’s approved Ruud Distributor list.

• Distributor warrants that he or she is reasonably aware of applicable requirements, and prior to executing Distributor’s obligations as set forth in this Agreement, agrees to conduct him or herself in the utmost professional, courteous, and respectful manner while undertaking the obligations of this Agreement.

• Distributor shall appoint at least one Distributor Service Coordinator (DSC) within their company. The DSC is responsible for technical support to Dealers, organizing and conducting technical training in their region, and working as a liaison between their Distributor and Ruud University. Each instructor, DSC or otherwise, must have a signed Instructor Agreement on file with Rheem at all times. These team members shall be qualified to teach technical courses through HVAC service experience and/or educational background.

• Distributor has submitted the DSC resume to Rheem for inclusion in Rheem records.

• Distributor has established an onsite/offsite training facility.

• Distributor agrees to submit to District Training Representative (DTR) and periodically update their training calendar every (6) months.

• Distributor agrees to use the Ruud University Class Manager to schedule and manage Ruud training classes.

• Distributor agrees to verify that attendance for the duration of the Training. Attendance sheets are mandatory for verification of attendance.

• Distributor agrees not to change or to alter the pre-approved content of the Instructional Materials as outlined. Distributor may not remove or modify any Training markings or any notice of proprietary rights or make the Training available in any manner to any third party, including by renting, leasing or lending the Training. The Training may not be transferred or used by a third party without the prior consent of Rheem, except to those students attending the instructional classes.

3) CONFLICT OF INTEREST. The Distributor represents and warrants that he or she may enter into this Agreement without a conflict of interest and without violating any contract of employment, consulting arrangement or other agreement. The Distributor represents to Rheem that he or she has and will have no material obligation to any other entity or person which will, or could with the passage of time, materially hinder his or her full performance of obligations under this Agreement.

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Distributor agrees that during the term of this Agreement and for a term of 18 months after its termination, Distributor shall not become or serve as an owner, partner, director, officer, employee or member of, or Distributor to, or, directly or indirectly, engage in or render any service or advice to, any business operation which might be deemed competitive to the Services.

4) STUDENT INSTRUCTION. Distributor understands that the Training and its methods are intended to provide instruction to professionally licensed students in the subject matter of the training. The Distributor may supplement, but not modify the training materials provided with the Training. Distributor agrees to observe the precautions described in the Training to ensure that students are informed of the safety issues in the installation of the products.

5) OWNERSHIP. Distributor acknowledges and agrees that Training, its materials and content (“Ruud Content”) is a proprietary, original work of authorship of Rheem, or licensed or assigned to Rheem, and is protected under the United States copyright, trademark, patent and trade secret laws of general applicability. Any use of such Ruud Content shall only be in furtherance of Distributor’s performance of Services and/or obligations pursuant to this Agreement. Distributor further acknowledges and agrees that all rights, title, and interest in and to Ruud Content, and any portion of Ruud Content, together with any modifications, enhancements, and derivative works of Ruud Content whether or not made by Distributor, including all copyright rights, are and shall remain with Rheem or its licensors. Distributor agrees to assign and transfer, and does hereby irrevocably assign and transfer to Rheem any and all right, title, and interest, including all copyright rights and other intellectual property rights, and all actions and causes of action related to the foregoing, and all damages, profits, and other recoveries related thereto, which Distributor may have or acquire and any and all modifications or derivative works made by Distributor to Ruud Content.

The provisions of this paragraph 6 shall survive termination of this Agreement.

6) LICENSE OF PROPRIETARY MATERIALS AND TRADEMARKS. Rheem grants to Distributor a non-exclusive, personal, non-transferable license to use the trademarks, logos, marketing materials, other promotional materials, guidelines and information related to the Training, the Training Manual created and owned by Rheem related to the Program (together “Proprietary Materials”) solely for the purpose of marketing and providing the Services. The use of the Proprietary Materials shall be subject to reasonable instructions provided by Rheem in writing to you from time to time, which instructions Distributor agrees to comply with.

7) CONFIDENTIALITY.

a) Distributor shall, during the term of this Agreement and thereafter, maintain the confidentiality of any and all of Rheem’s confidential or proprietary information or data, including but not limited to Training, Ruud Content, Examinations, business plans, Student and Rheem information (collectively, “Confidential

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Information”). Such Confidential Information shall at all times remain the property of Rheem and shall be deemed to have been furnished to the Distributor in confidence and solely in connection with the Distributor’s obligations under this Agreement. The Distributor recognizes the extremely sensitive, confidential and proprietary nature of the Confidential Information and Parties agree to take all reasonable and appropriate steps to maintain the confidentiality and security of such Confidential Information. Upon termination or expiration of this Agreement, for any reason, Distributor shall immediately deliver to Rheem all written documentation, including copies of or concerning the Confidential Information.

This provision shall survive the termination or expiration of this Agreement.

b) The foregoing provisions of section 7(a) shall not apply to any information which: (a) was already known to you when such information was received from Rheem; (b) was already available to the general public at the time of such receipt; (c) subsequently becomes known to the general public through no fault or omission by any party hereto; (d) is subsequently disclosed by a third party which has the bona fide right to make such disclosure; or (e) is required to be disclosed by law. Damages resulting from breach of the terms hereof may be difficult to measure accurately, and injuries sustained by Rheem from any such breach may be difficult to calculate and remedy. You acknowledge and agree that Rheem may be entitled to injunctive relief and specific performance of the covenants contained in this Section 7 in addition to any other remedy to which Rheem may be entitled by law or in equity.

8) TERM. This Agreement shall expire five (5) years from the date of execution of this Agreement.

9) TERMINATION. Rheem reserves the right to terminate this Agreement as a result of Distributor’s material breach of any term in this Agreement.

10) FORCE MAJEURE. Neither party shall be deemed in default or otherwise liable for failing to perform its duties and obligations under this Agreement if such party’s inability to perform is caused by fire, earthquake, flood, snowstorm, epidemic, or like Acts of God, failure of telecommunications facilities, curtailment of transportation, explosion, strike, accident, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, terrorism, Government action, significant risk to Students’ or Distributor’s health or safety according to official statement from U.S. or other governmental entity, or any similar material act, beyond that party’s reasonable control (“Force Majeure Event”).

11) INDEMNIFICATION. Distributor shall indemnify, defend and hold harmless Rheem, its chapter(s), its officers, directors, members, candidates, affiliates, employees and agents, and each of them, from any and all claims, actions, causes of action demands or liabilities of whatsoever kind and nature including judgments, interest, attorneys’ fees, and all other costs, fees, expenses and charges that may arise out of or are related in any way to Distributor’s performance of Services and/or obligations pursuant to this Agreement. The terms of this provision shall survive the termination or expiration of this Agreement.

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12) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties relating to the subject matter herein, and supersedes any and all prior understandings, agreements, representations and warranties by and between the Parties, written or oral, which may be related to the subject matter herein in any way.

13) GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, USA.

14) ASSIGNMENT. Neither party may assign their rights and obligations pursuant to this Agreement without the advance written consent of the other party.

15) WAIVER. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to written instrument signed by the party or parties waiving compliance. This waiver shall be effective only in the specific instance and for the specific purpose stated.

16) SEVERABILITY. If any provision of this Agreement is deemed invalid or unenforceable, the other provisions herein shall remain in full force and effect and shall be construed in order to effectuate the purpose and intent of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of the Distributor’s signature.

Rheem Manufacturing Company1100 Abernathy Rd.Suite 1400Atlanta, GA 30328

Distributor:

Name: Title:

Address:

Address:

Address:

Signature: Date:

RUUD UNIVERSITY INSTRUCTOR AGREEMENT

I as a recognized Ruud University instructor, understand that the materials provided by Ruud University are the copyrighted intellectual property of Rheem Manufacturing and are intended to instruct bona fide HVAC technicians and installers. Accordingly, I am not permitted to copy, modify, or display the materials outside its planned uses which is to provide each student a copy of the Ruud University training materials associated with the class being conducted. Other unintended uses include redistributing software, copying of workbooks, and/or posting any materials to the Internet, including my company’s website. I also agree to follow the course syllabus and utilize Ruud University’s Class Manager System to schedule classes and record attendance.

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