Business MindTalk Document

BUSINESS MINDTALK DOCUMENT

This Business MindTalk Document (the Agreement) is made as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client wishes to engage Service Provider to develop and deliver a series of facilitated Business MindTalk sessions, strategic advisory services, and related materials as described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and capacity to perform the services described in this Agreement in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform such services and the compensation to be paid by Client.

SCOPE OF WORK

Service Provider will provide Business MindTalk services including planning, facilitation, written materials, and participant follow-up as further described below. Deliverables, timelines, milestones and acceptance criteria are set forth in the Scope description.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the services and deliverables provided under this Agreement. All amounts stated are in United States Dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule and are payable within days of the invoice date. Unpaid amounts shall accrue interest at the lesser of the maximum rate permitted by law or until paid in full. Client will reimburse reasonable costs of collection, including attorneys' fees, if applicable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Payment of outstanding fees, and Governing Law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, 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 includes business strategies, participant lists, pricing, proprietary methodologies, and session materials.

The receiving party shall (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that is: (a) or becomes generally available to the public through no act or omission of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is received by the receiving party without restriction from a third party rightfully possessing such information; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law, court order or governmental authority provided the disclosing party gives prompt notice and cooperates to seek a protective order.

The obligations of confidentiality shall remain in effect for years following termination or expiration of this Agreement.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by notice in accordance with this section. Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in U.S. certified mail, return receipt requested.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue any available legal or equitable remedies in the courts of the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. The waiver of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any other provision. If any provision is held invalid, illegal or unenforceable, the remaining provisions shall remain effective and enforceable to the fullest extent permitted by law.

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