Business Leaders Guide

BUSINESS LEADERS GUIDE

This Business Leaders Guide and Services Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client Name: is engaged in leadership development, strategic planning, and executive advisory activities and desires to retain specialized services described herein; and

WHEREAS, Service Provider Name: possesses the experience and capability to deliver executive coaching, governance advisory, and implementation support to senior leadership; and

WHEREAS, the parties desire to set forth the terms under which the Service Provider will provide guidance, deliverables, and advisory services to the Client;

SCOPE OF WORK

Service Provider will perform the services described below. Services shall include advisory sessions, written deliverables, and implementation support as expressly set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth below in consideration for the services rendered under this Agreement.

Late payments shall accrue interest at the rate set above and the Client shall be responsible for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach of its terms by the other party if such breach remains uncured for the notice period specified above following written notice. Termination for convenience by either party requires the notice period above and payment for all services performed through the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Discloser"). "Confidential Information" means non-public business, technical or financial information disclosed in writing, orally, or by inspection that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Recipient shall use Confidential Information solely for the performance of this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available without breach, was already known to the Recipient, was rightfully received from a third party without restriction, or that is independently developed without use of Confidential Information.

The parties agree that confidentiality obligations are mutual.

The obligations contained in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets where longer protection is permitted by law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign the Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

The parties represent and warrant that the persons executing this Agreement on their behalf have the necessary authority to bind the respective party.

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