Business EOS Document

BUSINESS EOS DOCUMENT

This Business EOS Implementation Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: with principal business address (Client), and Implementer Name: with principal business address (Implementer).

RECITALS

WHEREAS, Client desires to adopt the Entrepreneurial Operating System (EOS) framework to improve leadership, operational discipline, and long-term strategic execution; and

WHEREAS, Implementer represents that it has experience in facilitating EOS adoption, providing planning sessions, training, and ongoing implementation support and agrees to provide such services under the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth the scope, fees, schedule, confidentiality, and other terms governing the engagement.

SCOPE OF WORK

Deliverables shall include, at a minimum: facilitation of initial EOS Vision/Traction sessions, quarterly planning sessions, training for the leadership team, creation of a tailored EOS implementation roadmap, and up to facilitated sessions as described in the Scope of Work above. Any additional services or expanded scope require a written change order signed by both parties.

PAYMENT TERMS

Total Fee: $ . Client shall pay the Fee in accordance with the following schedule.

Invoices are due within days of receipt. Late payments shall accrue interest at the rate of on the outstanding balance or the maximum rate permitted by law, whichever is less. Client is responsible for reasonable out-of-pocket expenses incurred by Implementer in connection with performance if pre-approved in writing.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon providing days' advance written notice. Either party may terminate immediately for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed or irrevocable commitments made prior to termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, strategic, financial, technical, customer, or personnel information disclosed in any form. Each party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care, (ii) use Confidential Information solely for the purposes of performing its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement, (b) was in the receiving party's possession prior to disclosure as shown by written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information. If a party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the disclosing party where permitted so that protective measures may be sought.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located within that state, and the parties consent to the exclusive jurisdiction of those courts.

MISCELLANEOUS

Independent Contractor. Implementer is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Implementer shall be solely responsible for all taxes, insurance, and other statutory obligations for its personnel.

Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Implementer may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Remedies; Limitation of Liability. Each party acknowledges that damages at law may be inadequate and that the non-breaching party may be entitled to specific performance or injunctive relief in addition to other remedies. Except for breach of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and total liability shall be limited to the amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

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