Business Program Paperwork

Business Program Paperwork

Parties and Recitals

This Agreement is entered into as of between ("Provider") and ("Client").

WHEREAS, Provider operates a business program identified as designed to provide professional services, training, materials and support; and

WHEREAS, Client desires to enroll in or engage Provider to deliver the Program in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality obligations, and remedies associated with the Program.

Scope of Work

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Services. Invoices will reference the Program name and applicable milestones.

Provider will issue invoices which are due within days of receipt. Unpaid amounts shall accrue interest at % per month (or the maximum lawful rate), and Client shall also be responsible for collection costs, including reasonable attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Provider may terminate immediately for material breach by Client that remains uncured for ten (10) days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party, whether written or oral, including business plans, pricing, program materials, participant data, and technical information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect confidentiality. Permitted disclosures for legal process require prompt notice to the disclosing party where permitted by law. Remedies for breach shall include injunctive relief in addition to damages.

Representations and Warranties; Liability

Each party represents that it has authority to enter this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. LIABILITY OF PROVIDER SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING THE TOTAL PROGRAM FEES PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM; IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES.

Notices and Contacts

Additional Provisions

Assignment: 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 assets.

Independent Contractor: The parties agree that Provider shall perform Services as an independent contractor and not as an employee, partner, or joint venturer of Client.

Provider is engaged as an independent contractor

Processing of Client personal data will be limited to performance of Services

Provider retains ownership of Program materials; Client receives a limited license to use materials for internal purposes only

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement.

Entire Agreement: This Agreement, together with any attachments, exhibits, or Statements of Work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Acknowledgment and Certification

Each party represents and warrants that the individual signing below is duly authorized to bind the party on whose behalf they sign. The parties certify that they have read and understand this Agreement and accept its terms.

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