Business Adventures Template

BUSINESS ADVENTURES TEMPLATE

This Business Adventures Agreement (the Agreement) is made effective as of (Effective Date), by and between:

RECITALS

WHEREAS, Client wishes to procure a curated business adventure program consisting of educational sessions, experiential activities, and networking events intended to develop leadership, strategy, and team performance (the Services); and

WHEREAS, Service Provider has expertise and capacity to design, coordinate and deliver such Services and desires to perform the Services for Client in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the scope, compensation, confidentiality and other terms governing the Services.

SCOPE OF WORK

Service Provider shall perform the Services described below and in any attachments incorporated by reference. The Services shall include program design, facilitation, logistical coordination, presenter procurement, materials preparation, and post-program reporting as applicable.

PAYMENT TERMS

Client shall pay Service Provider the total contract consideration of USD for the Services (Total Consideration).

Late payment shall accrue interest at the lesser of percent per month or the maximum permitted by law, and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Reimbursable expenses (travel, lodging, materials) are payable in addition to the Total Consideration when pre-approved in writing by Client and invoiced with receipts.

TERM AND TERMINATION

This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if a party materially breaches a material obligation and fails to cure within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination, together with reasonable wind-down costs expressly incurred in closing out the engagement.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (Disclosing Party) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no fault of Receiving Party; (b) already known to Receiving Party at the time of disclosure as evidenced by written records; (c) rightfully obtained by Receiving Party from a third party without restriction and without breach of an obligation to the Disclosing Party; or (d) independently developed by Receiving Party without use of or reference to Disclosing Party Confidential Information.

Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations shall survive termination for a period of years from the date of disclosure.

Disclosure required by law or valid subpoena (subject to notice and cooperation provisions)

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with performance of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the agreed forum.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all of the assigning party's assets or equity. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

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