Business Mastery Agreement

Business Mastery Agreement

This Business Mastery Agreement ("Agreement") is made effective as of between:

RECITALS

WHEREAS, Provider is engaged in the business of delivering business coaching, strategic advisory, training, and implementation support intended to improve business operations, revenue growth, and leadership capabilities;

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement and Provider is willing to provide such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SCOPE OF WORK

Provider shall provide coaching, training, advisory, and implementation services described in the Scope of Work. The Scope of Work includes objectives, deliverables, milestones and recommended metrics for evaluation. Provider will perform services in a professional manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth below in consideration for the Services. All fees are due in accordance with the schedule below. Late payments shall accrue interest as set forth herein.

Unless otherwise agreed in writing, Client is responsible for all applicable taxes arising from payments under this Agreement. Provider shall invoice Client in accordance with the Payment Schedule and Client shall pay invoices within the time stated on the invoice.

3. TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Provider may terminate immediately for Client insolvency, bankruptcy filing, or conduct that materially impairs Provider’s ability to perform. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial data, methodologies, trade secrets, client lists, and coaching materials.

Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) exercise at least reasonable care to protect such Confidential Information. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided prompt notice is given to permit a protective order or other remedy.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of methodologies, templates, tools, and materials developed or provided in connection with the Services. Provider grants Client a non-exclusive, non-transferable license to use deliverables provided for Client’s internal business purposes. Client shall not reproduce, distribute, or resell Provider materials without prior written consent.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in that state.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all attachments and exhibits incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices must be in writing and delivered to the addresses set forth above. If any provision is found invalid, the remaining provisions remain in effect.

SIGNATURES

The parties have executed this Agreement through their duly authorized representatives.

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