Client Engagement Session Template

CLIENT ENGAGEMENT SESSION TEMPLATE

This Client Engagement Session Agreement (the "Agreement") is made and entered into on , by and between:

Service Provider Name:

Client Name:

WHEREAS

WHEREAS, Service Provider is engaged in providing professional client engagement and session facilitation services, including consultation, planning, and delivery of sessions tailored to the Client's objectives; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider will provide client engagement session services as further described below. The parties shall confirm specific session dates, locations, and deliverables in writing as required.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. Unless otherwise agreed in writing, fees are non-refundable except as provided herein.

Late payments shall accrue interest at the lesser of the rate specified below or the maximum rate permitted by law. Client is responsible for all collection costs, including reasonable attorneys' fees.

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 such breach is not cured within the notice period set forth above following written notice describing the breach. Termination shall not relieve Client of the obligation to pay fees for services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Required disclosures by law or court order shall be permitted only after providing prompt notice to the disclosing party to seek protective relief.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of all methodologies, templates, and pre-existing materials used in connection with delivering the services. Upon full payment of all fees due under this Agreement, Service Provider grants Client a limited, non-exclusive, non-transferable license to use deliverables produced specifically for Client for Client's internal business purposes. Client shall not modify, sublicense, or distribute deliverables except as expressly permitted in writing.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of:

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or schedules incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

NOTICES

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