Business Program Document

BUSINESS PROGRAM DOCUMENT

Parties and Contact Information

Corporation LLC Sole Proprietor Other

Corporation LLC Sole Proprietor Other

Recitals

WHEREAS, Program Provider represents that it has designed and will deliver the business program titled (the "Program") pursuant to the terms set forth in this Business Program Document; and

WHEREAS, Client desires to participate in the Program and to receive the services, materials, and support described herein, and Provider is willing to provide such services on the terms and conditions set forth below; and

WHEREAS, the parties intend by this agreement to set forth their respective rights and obligations with respect to the Program effective as of .

Scope of Work

Provider shall deliver the Program services, which may include workshops, coaching, materials, software access, and performance assessments, as detailed below. The parties acknowledge that the description in the Scope of Work controls over any conflicting marketing materials.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Program. All fees are due in U.S. dollars and are exclusive of applicable taxes, which Client shall pay where required by law.

All payments not received when due shall accrue interest at the rate specified above and Provider may suspend performance if Client is delinquent beyond the agreed grace period. Client shall remain responsible for costs of collection, including reasonable attorneys' fees.

Term and Termination

This agreement will commence on and will terminate on unless earlier terminated in accordance with this section.

Either party may terminate this agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice. Provider may also terminate immediately if Client fails to pay undisputed fees when due or otherwise materially jeopardizes Provider's ability to perform.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes public through no breach of this agreement; (b) was known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without breach of obligation.

The receiving party shall use Confidential Information solely for the purpose of performing its obligations under this agreement, restrict access to its employees and contractors with a need to know, and be responsible for breaches by such persons. Upon termination, each party shall return or destroy the other party's Confidential Information except to the extent retention is required by law, subject to continued confidentiality obligations.

Intellectual Property and License

Provider retains all right, title, and interest in and to Program materials, methodologies, software, and intellectual property created prior to or outside this agreement. Provider grants Client a limited, non-exclusive, non-transferable license to use Program materials solely for Client's internal business purposes during the Term, subject to Client's compliance with payment and confidentiality obligations. Client shall not copy, modify, or distribute Program materials except as expressly permitted in writing.

Indemnification

Each party agrees to defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or material breach of this agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense and settlement thereof.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 law principles. Venue for any dispute shall be in the state or federal courts located within that jurisdiction.

Entire Agreement and Amendments

This document, together with any attachments and accepted SOWs expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the Program and supersedes all prior and contemporaneous agreements and understandings. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors; neither party shall be deemed the agent, partner, or joint venturer of the other. Notices required under this agreement shall be in writing and delivered to the addresses set forth above.

Signatures

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