Business Mastery Document

Business Mastery Document

This Business Mastery Document (the Agreement) is entered into as of Day: Month: Year: by and between:

RECITALS

WHEREAS, Service Provider has established expertise in business strategy, operational optimization, and training methods identified to improve Client's commercial performance; and

WHEREAS, Client desires to engage Service Provider to provide advisory and training services designed to achieve specified mastery outcomes, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to reduce their agreement to writing to define the scope, payment, confidentiality, and other material terms.

SCOPE OF WORK

Service Provider shall perform the consulting, training, development, and advisory services described below. The services shall include, at a minimum, the tasks, deliverables, and performance metrics identified by the parties, and shall be performed with the professional skill and care ordinarily exercised by providers in the same discipline.

PAYMENT TERMS

Client shall compensate Service Provider for the services and deliverables in accordance with the following terms. All amounts are payable in lawful currency unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on the start date below and continue until the end date below unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party that is designated confidential or that should be reasonably understood to be confidential under the circumstances. Each party agrees to hold the Confidential Information of the other party in strict confidence, to use such information solely for the performance of this Agreement, and not to disclose such information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information shall not include information that (a) is publicly known through no fault of the receiving party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; or (c) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies used in providing the services. All work product specifically produced and paid for under this Agreement and identified as deliverables shall be deemed "work made for hire" and ownership shall pass to Client upon full payment. To the extent any work product cannot be assigned as a work made for hire, Service Provider hereby assigns to Client all right, title and interest in such deliverables upon full payment.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party will promptly notify the indemnifying party of any claim and cooperate in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. Exclusive venue for any action arising under this Agreement shall be in the state or federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest. The parties acknowledge that monetary damages may be inadequate and that either party may seek injunctive relief to prevent actual or threatened breaches of confidentiality or misuse of intellectual property.

SIGNATURES

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