Business Program Package

BUSINESS PROGRAM PACKAGE

This Business Program Package Agreement (the Agreement) is made as of between Client Name: and Provider Name: .

RECITALS

WHEREAS, Provider develops, packages, and delivers structured business programs, training modules, operational documentation and related consulting services (the Program) designed to improve Client operations and market performance; and

WHEREAS, Client desires to procure from Provider a Business Program Package described herein and Provider is willing to provide such Program subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider will deliver the Program components, services and deliverables described below. Provider shall perform the work in a professional manner consistent with industry standards and shall assign personnel reasonably qualified to perform the services.

PAYMENT TERMS

Client shall pay Provider for the Program as set forth below. All fees are expressed in U.S. dollars and are exclusive of taxes unless otherwise stated.

Provider will issue invoices in accordance with the Payment Schedule. Client shall remit payment within days of invoice receipt. Late payments shall accrue interest at per month (or the maximum rate permitted by law) on any overdue balance, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Unless otherwise agreed in writing, Client shall reimburse Provider for reasonable pre-approved travel and out-of-pocket expenses incurred in the delivery of the Program. Reimbursable expenses shall be invoiced and payable under the same terms as other fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for after written notice. Upon termination, Client shall pay Provider for all work performed and expenses incurred through the termination date and for any non‑cancellable commitments made in connection with the Program.

CONFIDENTIALITY

Each party (the Receiving Party) will keep confidential and will not disclose or use, except in performance of its obligations under this Agreement, Confidential Information of the other party (the Disclosing Party). "Confidential Information" means non-public business, technical and financial information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that (a) is or becomes publicly known through no breach by the Receiving Party, (b) is rightfully received from a third party without restriction, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates reasonably in any effort to limit such disclosure.

The obligations under this Section shall survive termination of this Agreement for a period of years, except for trade secrets, for which protection shall continue for as long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and materials created by Provider outside the scope of this Agreement. Provider grants Client a non-exclusive, non-transferable license to use deliverables provided as part of the Program solely for Client's internal business purposes, subject to payment in full and the confidentiality obligations herein. Client shall not reproduce, distribute, or disclose Provider's proprietary materials to third parties without Provider's prior written consent.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that it will perform services in a professional and workmanlike manner. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) 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 conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that jurisdiction.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not be construed as a waiver of that right.

EXECUTION

The parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

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