Business Goal Facilitation

BUSINESS GOAL FACILITATION AGREEMENT

This Business Goal Facilitation Agreement (the Agreement) is entered into by and between Client Name: and Facilitator Name: . Effective Date: .

RECITALS

WHEREAS, Client seeks professional facilitation services to define, prioritize and implement strategic business goals, improve team alignment, and produce measurable action plans; and

WHEREAS, Facilitator is experienced in facilitation, strategic planning, coaching, and program design and agrees to provide facilitation services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

SCOPE OF WORK

Facilitator will provide facilitation and related services described below. Deliverables, methodologies, and timelines will be agreed in writing and may be modified by mutual written consent.

PAYMENT TERMS

Client shall pay Facilitator the fees and expenses set forth below in exchange for the services rendered pursuant to this Agreement. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Retainer required prior to commencement Amount of retainer:

Any payment not received within days of invoice date will accrue interest at per month (or the maximum permitted by law, if lower). Client will also be responsible for reasonable collection and legal costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 14 days of written notice.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information 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 does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party.

The receiving party will not use Confidential Information for any purpose other than the performance of this Agreement and will protect Confidential Information using the same degree of care it uses to protect its own confidential information, but not less than reasonable care. Obligations with respect to Confidential Information will survive termination for years.

INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, Facilitator retains all right, title and interest in methodologies, templates, tools, and materials developed or used by Facilitator prior to or independently of this Agreement. Client is granted a limited, non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from third party claims arising from the indemnifying party's gross negligence or willful misconduct. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO FACILITATOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written statements of work 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, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

Notices under this Agreement must be in writing and will be deemed given when delivered in person, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, to the addresses provided above (or to such other address as a party may designate by notice).

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