Business Programme Agreement

Business Programme Agreement

This Business Programme Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Provider has developed and will deliver a business development programme consisting of training, advisory services, materials, and ongoing support described further below (the "Programme"); and

WHEREAS, Client desires to engage Provider to deliver the Programme to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Programme will be delivered according to the Scope of Work, payment schedule, and confidentiality protections set forth herein.

SCOPE OF WORK

Provider will perform the services, deliverables and milestones described below. The parties agree that the description below sets out the essential components of the Programme.

PAYMENT TERMS

Client shall pay Provider the fees for the Programme as set forth below. Unless otherwise expressly agreed in writing, fees are non-refundable and exclusive of applicable taxes.

Provider will issue invoices in accordance with the payment schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest and fees as set forth below.

Unpaid amounts shall accrue interest at the lesser of % per month (compounded monthly) or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection and legal costs incurred by Provider to recover overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Programme services performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and financial information disclosed by one party ("Discloser") to the other party ("Recipient") whether disclosed orally, visually, or in writing. Confidential Information does not include information that (a) is or becomes generally known to the public through no breach of this Agreement by Recipient; (b) was rightfully in Recipient's possession prior to disclosure without restriction; (c) is received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Upon termination or upon Discloser's written request, Recipient shall return or certify destruction of Discloser's Confidential Information, except to the extent retention is required by law, in which case Recipient shall maintain such information as confidential.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Nothing in this Agreement limits either party's right to seek injunctive relief for breach of confidentiality.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that it will perform the Programme in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PROGRAMME IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO 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 set forth above or such other address as a party designates in writing. Notices shall be deemed given upon personal delivery, three business days after deposit in the mail (first-class, certified), or upon confirmed electronic delivery such as email followed by a mailed copy.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in accordance with the parties' agreement, or as otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be binding unless made 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 assets. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

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