Business Development Mastermind Program

BUSINESS DEVELOPMENT MASTERMIND PROGRAM AGREEMENT

Parties and Effective Date

This Agreement is entered into effective as of (the Effective Date) by and between:

Entity type — Provider: Individual Corporation LLC Partnership Other

Entity type — Participant: Individual Corporation LLC Partnership Other

WHEREAS

WHEREAS, Provider organizes and delivers a business development mastermind program consisting of facilitated group strategy sessions, coaching, resource materials, and peer accountability (the Program); and

WHEREAS, Participant desires to enroll in the Program and Provider agrees to provide the Program on the terms and conditions set forth in this Agreement.

Scope of Work

Provider shall deliver the Program as described below. Services include facilitated mastermind calls, group coaching, access to program materials and recordings where provided, accountability check-ins, and any ancillary workshops scheduled for the cohort. Provider will use reasonable efforts to deliver scheduled calls at the stated times but may reschedule with advance notice to participants.

Payment Terms

Payment schedule (select applicable):

One-time payment due within days of invoice

Monthly subscription — amount due on the of each month

Installment plan — see details below

Late payment: payments not received within days after due date shall incur a late fee of % of the overdue balance or a flat fee of , whichever is greater.

Refunds: Except as otherwise expressly provided in writing, fees are non-refundable after the first scheduled Program session. If Participant provides written notice of cancellation at least days prior to program start, Provider will issue a refund less any non-recoverable administrative costs. Any approved refund will be processed within 30 days.

Term and Termination

Term: The Program term will commence on and will end on unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Provider may terminate immediately for material breach by Participant, including non-payment, unauthorized distribution of Program materials, or disruptive conduct that impairs the experience of other participants.

Upon termination, Participant shall remain responsible for any unpaid fees accrued through the effective termination date and Provider shall cease access to Program materials and calls unless otherwise agreed in writing.

Confidentiality

Each party (the Receiving Party) may receive confidential or proprietary information of the other party (the Disclosing Party) in connection with the Program. Confidential Information includes non-public business information, trade secrets, program content, participant data, and pricing terms, whether disclosed orally, in writing, or electronically.

The Receiving Party shall: (a) use Confidential Information solely for purposes of performing obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Parties may disclose Confidential Information as required by law, provided they give prior notice when permitted and limit such disclosure to the extent required.

Intellectual Property and License

Provider retains all right, title, and interest in and to all Program materials, methodologies, curricula, course content, recordings, and trademarks. Provider grants Participant a limited, non-exclusive, non-transferable, revocable license to use Program materials solely for Participant’s internal business purposes for the duration of access as specified by Provider.

Mutual Representations and Warranties

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that to the best of its knowledge Program delivery will be performed in a professional manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PROGRAM IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY PARTICIPANT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 laws principles. Parties shall attempt in good faith to resolve disputes by negotiation and, if unresolved, by mediation. If mediation fails, disputes may be finally resolved in the state or federal courts located in the governing law jurisdiction, and each party consents to personal jurisdiction and venue therein.

Entire Agreement; Miscellaneous

This Agreement, including any schedules or attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the Program and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except in connection with a merger, sale of substantially all assets, or corporate reorganization. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Acknowledgment

Participant acknowledges that participation in the Program requires active engagement, timely payment, and adherence to Program rules. Participant further acknowledges that results vary and Provider makes no guarantee of specific business outcomes.

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