Business Services FranklinCovey

BUSINESS SERVICES AGREEMENT — FRANKLINCOVEY

This Business Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing leadership development, training, consulting, and related business services designed to improve organizational performance; and

WHEREAS, Client desires to retain Service Provider to perform certain professional services and deliverables described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

2. Payment Terms

Client shall pay Service Provider for the services described in Section 1 pursuant to one of the following billing methods (select applicable option and complete details):

Service Provider will submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at % per month (or the maximum rate permitted by law), calculated monthly on the outstanding balance.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach 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.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) 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. Confidential Information does not include information that is or becomes public without breach, was rightfully in Receiving Party's possession prior to disclosure, or is independently developed. The obligations in this paragraph shall survive termination of this Agreement for .

5. Intellectual Property

Unless otherwise set forth in a written exhibit, Service Provider retains all right, title and interest in its pre-existing materials, methodologies, templates and tools. To the extent Service Provider creates work product exclusively for Client and receives full payment, Service Provider assigns to Client all right, title and interest in deliverables that are expressly identified in writing as Client deliverables. Notwithstanding the foregoing, Service Provider shall retain the right to use general knowledge, skills and experience acquired during performance of the services.

6. Expenses

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the services. Expense reimbursement requires submission of receipts or other substantiation and shall be paid within the same terms that apply to invoices under Section 2.

7. Limitation of Liability; Indemnification

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special, incidental or punitive damages. Client agrees to indemnify, defend and hold harmless Service Provider from claims arising from Client's use of deliverables or Client's breach of this Agreement, except to the extent such claims result from Service Provider's gross negligence or willful misconduct.

8. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, epidemics, governmental orders, or failures of third-party suppliers. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

9. Change Orders

10. Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and communications relating to the subject matter hereof. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Notices: All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Severability: If any provision is held unenforceable, the remainder shall remain in full force and effect.

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