Pearson Faculty Consultant Network Terms and Conditions
These Pearson Faculty Consultant Network Terms and Conditions (the “Terms”), together with the Work Order form a legal agreement (the “Agreement”) between the Pearson legal entity identified in the Work Order and its affiliates (“Pearson”) and the entity or individual identified in the Work Order (“You” or “Your”). The Work Order is made effective as of the date on which Pearson signs the Work Order (the “Effective Date”). The Parties agree as follows:
1. Services. You have been invited to serve as a Faculty Consultant for Pearson, and this document provides the terms and conditions that govern each Work Order entered into between You and Pearson in connection with the Pearson Faculty Consultant Network. You will provide the services (the “Services”) and prepare and deliver the materials (the “Deliverables”) to Pearson as set forth in the Work Order.
2. Timely Performance. Timely performance of Your obligations is of the essence in this Agreement. You will notify Pearson if you become aware of any delay in the performance of Your obligations by the dates specified in the Work Order. You will use reasonable efforts to avoid delays.
3. Approval of Deliverables. The Deliverables are subject to the approval of Pearson. If the Deliverables and/or Services (i) do not conform to the Work Order or (ii) in the reasonable opinion of Pearson are unsatisfactory or unsuitable, then Pearson may without prejudice to any other rights it may have by law or in equity, choose to exercise any one or more of the following: (a) request timely revisions, repair or replacement of any unsatisfactory or damaged Deliverables and/or Services for no additional compensation to You and/or (b) have the Deliverables and/or Services properly prepared by such other person or persons as Pearson, in its sole discretion may select, and may deduct the reasonable cost of obtaining such other person’s or persons’ services from the Fee payable to You.
4. Equipment/Materials. Unless otherwise agreed, you will use Your own equipment and materials to provide the Services. If Pearson provides You with Pearson equipment and materials, You will only use them to perform the Services and You will keep confidential all passwords, access codes and similar security measures. If Pearson provides You with access to Pearson’s network You will only access Pearson’s networks, applications, data and other systems as specified by Pearson.
5. Fees. Pearson will pay You the Fees as set forth in the Work Order within forty-five (45) days of Pearson’s receipt of an undisputed invoice.
6. Expenses. Pearson will reimburse You for all reasonable and pre-approved traveling expenses, including travel/mileage, lodging and meals, incurred by You in connection with the performance of Services in accordance with Pearson’s current expense reimbursement policies. You will book your travel through Pearson’s travel company unless you have a written exception. All expenses require receipts for payment. For invoiced expenses, You will present receipts with Your invoice to receive reimbursement.
7. Compliance with Laws. You will perform the Services and Your obligations under this Agreement in accordance with any federal, state, local or other law, rule, regulation, or statue of any kind applicable to your provision of, and Pearson’s use of, the Services (“Applicable Law”). You will not do anything (either by act or omission) that would cause Pearson to be in breach of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, any local anti-corruption legislation or state or agency ethics or conflict of interest law, policy or code, and Pearson’s Business Partner Code of Conduct. You acknowledge that any equipment, materials, products, or services provided by Pearson under the Agreement may include technology and encryption that is subject to sanctions regulations and export controls. You represent and warrant that You are not subject to any sanctions or restrictions under any sanctions regulations and agree to comply with applicable sanctions regulations and not do anything (either by act or omission) which would cause Pearson to be in breach of Applicable Law.
8. Representations and Warranties. You represent and warrant that You have the power and authority to enter into this Agreement and to perform Your obligations under this Agreement, and that Your performance of the Services is not prohibited by your current employer. If your employer is a government entity, medical institution, or institution of higher education (or similar entity), your employer may have rules and regulations regarding conflicts of interest that prohibit or limit instructors, administrators, and other representatives from receiving compensation for services or reimbursement for time, travel and other expenses, and/or require disclosure of Your relationship to third-party providers, such as Pearson, or preclude You from making decisions about the adoption or purchase of Pearson's products and services. You represent and warrant that your participation pursuant to this Agreement complies with any such rules and regulations and your organization’s code of ethics.
9. Term/Termination. The term of this Agreement commences on the Effective Date and continues in full force and effect unless terminated as provided herein. If there are no Work Orders in effect, either party may terminate these Terms and Conditions upon written notice to the other party.
10. Confidentiality/Data Privacy and Security. While providing the Deliverables and/or performing the Services You may have access to Pearson’s Confidential Information. “Confidential Information” means information in respect of the business, financing, dealings, agreements, transactions, technical know-how and affairs of Pearson and its clients, customers and other third parties to which it owes a duty of confidentiality, and includes all materials provided to You by Pearson in connection with performance of the Services (the “Pearson Materials”) and other information that a reasonable person would consider confidential in nature. You will treat all Confidential Information as secret and confidential and will not disclose or permit to be disclosed to any person or otherwise make use of or permit the use of Confidential Information other than for the purpose of performing Your obligations under this Agreement. Nothing in this Agreement prohibits You from using information which is already publicly known or that You may have been informed about or developed independently, or from disclosing the Confidential Information in accordance with any applicable law, to the extent such disclosure is required. Upon expiration or termination of this Agreement You will delete or securely destroy any documents or information (including Confidential Information) belonging to or pertaining to Pearson that You may have, possess or control, without retaining copies in any format.
11. Your Intellectual Property. All materials created or owned by You prior to, or independent of, Your performance of the Services and/or creation of the Deliverables (“Background Materials”) remain Your property. If Background Materials are incorporated into a Deliverable, you hereby grant Pearson a non-exclusive, royalty-free, worldwide, and perpetual license to use, manufacture, sell, reproduce, distribute, perform, create derivative works of and exploit such Background Materials.
12. Ownership. Pearson owns the Deliverables and all rights to the Deliverables. Any work or material developed, written, or prepared by You in relation to the Services, including any notes, proprietary data, reports, memoranda, or other materials (the “Work Product”) will be “works made for hire” and shall constitute the copyrighted property of Pearson and be considered part of the Deliverables. If the Work Product, in whole or in part, may not be considered a “work made for hire” under the United States Copyright Laws, You hereby grant and assign all right, title and interest in and to the Work Product. You will execute any necessary documents or take any additional actions reasonably requested by Pearson to perfect the transfer of ownership and to protect and enforce Pearson’s rights. You hereby waive all moral and author rights You may have in the Work Product. This waiver may be invoked by Pearson, its licensees, successors, and assigns. If You are creating Deliverables under this Agreement, and unless otherwise set forth in a Contract Document, Pearson may use Your name, likeness, and biography (and/or the name, likeness, and biography of any of your personnel) on or in connection with the Deliverables but has no obligation to do so.
13. General. You will perform the Services as an independent contractor. Nothing in this Agreement shall be deemed to constitute an employment relationship, or either party as the agent of the other or create a partnership or joint venture between the parties and, save as expressly agreed in the Work Order, You shall have no power to bind Pearson or to contract in the name of or create a liability against Pearson in any matter whatsoever. You will not assign this Agreement. Sections 5, 7, 8, 8, 10 and this Section 11 survive expiration or termination of this Agreement. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, excluding principles of conflicts of law, and each party submits to the non-exclusive jurisdiction of the state and federal counts located in New York County, the State of New York. In the case of conflict or ambiguity between the Work Order and these Terms and Conditions, the Work Order will prevail. Any amendment or variation to this Agreement shall be made in writing by the parties. This Agreement constitute the entire understanding between the parties with respect to that subject matter and replaces all oral or written understandings or agreements which may have existed between the parties. Any notice required or authorized by this Agreement will be in writing and sent by certified mail, return receipt requested, postage prepaid, or recognized overnight courier service (with delivery receipt) to the other party at the address set out on the first page of this Agreement (or such other address as may be notified in writing by either party) with a copy to Pearson Legal Department, 221 River St., Hoboken, NJ 07030.
Last updated: Nov 11, 2025