Business Success Program

Business Success Program Agreement

This Business Success Program Agreement (the Agreement) is entered into as of Effective Date: by and between Program Provider: and Participant: .

Whereas

WHEREAS, Program Provider operates a structured Business Success Program designed to provide advisory services, training, templates, coaching, and implementation assistance to improve Participant business operations, revenue, and strategic planning; and

WHEREAS, Participant desires to enroll in the Business Success Program and engage Program Provider to perform the services set forth in this Agreement, and Program Provider agrees to provide such services pursuant to the terms and conditions below; and

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

Program Parties & Contact Information

Scope of Work

Program Provider shall deliver services and deliverables as set forth below. The parties acknowledge that the nature, timing, and format of deliverables may be adjusted by mutual written agreement consistent with the program objectives.

Payment Terms

Participant shall pay Program Provider the fees described below in consideration for the services and deliverables identified in this Agreement.

If Participant fails to make any payment when due, Participant agrees to pay interest on the overdue amount at the rate of % per month (or the maximum permitted by law), plus reasonable collection costs, until paid in full.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

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

Confidentiality

Each party (Receiving Party) will keep confidential and not disclose to any third party any non-public, confidential or proprietary information (Confidential Information) disclosed by the other party (Disclosing Party) in connection with this Agreement. Confidential Information includes business plans, financial information, client lists, marketing strategies, processes, and any information designated as confidential or which a reasonable person would understand to be confidential. The Receiving Party will use Confidential Information solely to perform its obligations under this Agreement and will protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party without restriction; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Disclosure compelled by law is permitted only after providing prompt written notice to the Disclosing Party to allow it to seek protective measures.

Survival: The obligations of confidentiality shall survive termination of this Agreement for years, except that confidentiality obligations with respect to trade secrets shall survive for as long as such information qualifies as a trade secret under applicable law.

Intellectual Property

Except as expressly provided, Program Provider retains all right, title and interest in any methodologies, processes, templates, tools and materials developed or used by Program Provider in providing the services (Provider IP). Program Provider grants Participant a non-exclusive, non-transferable license to use Provider IP solely for Participant's internal business purposes during the Term and subject to payment in full. Any Participant materials provided to Program Provider remain Participant's property.

Limitation of Liability

To the fullest extent permitted by law, in no event will either party be liable to the other for any consequential, incidental, special or punitive damages arising out of or related to this Agreement, regardless of the theory of liability and even if the party has been advised of the possibility of such damages. Program Provider's aggregate liability for claims arising out of or relating to this Agreement will not exceed the total fees paid by Participant to Program Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements and representations, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Program Provider may assign to an affiliate or in connection with a sale of substantially all of its business. Notices: All notices under this Agreement must be in writing and delivered to the contact addresses provided above.

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