Facilitator Services Agreement

FACILITATOR SERVICES AGREEMENT

This Facilitator Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Facilitator Name: , with an address at Facilitator Address: (hereinafter "Facilitator"), and Client Name: , with an address at Client Address: (hereinafter "Client"). Facilitator and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to retain Facilitator to provide facilitation services for workshops, meetings, strategic planning sessions, and related activities described herein; and

WHEREAS, Facilitator represents that Facilitator has the expertise, personnel, and resources necessary to provide such facilitation services under the terms set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the performance, compensation, and administration of the facilitation engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Facilitator shall provide facilitation services as set forth in the Statement of Work described below (the "Services"). The Services shall include planning, agenda development, facilitation of sessions, preparation of summary materials, and reasonable follow-up as necessary to complete the engagement.

1.2 Deliverables. Facilitator will deliver meeting agendas, participant materials, and a written summary report of findings and recommendations (the "Deliverables"). Delivery timelines shall be mutually agreed and set forth in writing.

2. TERM

2.1 Term. This Agreement shall commence on Commencement Date: and continue until Completion Date: , unless earlier terminated in accordance with Section 10.

3. COMPENSATION AND INVOICING

3.1 Fees. Client shall pay Facilitator Fees: for the Services, pursuant to the schedule set forth below or as otherwise agreed in writing.

3.2 Invoicing. Facilitator shall submit invoices describing Services performed and expenses incurred. Unless otherwise agreed, Client shall pay undisputed invoices within Payment Due Days: days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowable by law.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Facilitator for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services, including travel, lodging, and materials. Travel and lodging shall be reimbursed at actual cost up to amounts agreed in advance.

5. INDEPENDENT CONTRACTOR

5.1 Relationship. Facilitator is an independent contractor and not an employee, partner, or agent of Client. Facilitator shall have sole responsibility for payment of all federal, state, and local taxes and for withholding, if any, and for providing any benefits to Facilitator's personnel.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party may disclose Confidential Information to the other Party. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Receiving Party shall (a) protect Confidential Information using at least the same degree of care it uses for its own confidential information; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to third parties except as permitted herein. Confidential Information shall not include information that is or becomes publicly available through no fault of Receiving Party or is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise agreed in writing, Facilitator retains all right, title and interest in any methodologies, tools, templates, and pre-existing materials used or developed in connection with the Services. Client shall own final deliverables specifically prepared for Client and paid for in full, subject to Facilitator's ownership of underlying methodologies and pre-existing intellectual property.

8. INDEMNIFICATION

8.1 By Facilitator. Facilitator shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Facilitator's gross negligence, willful misconduct, or material breach of this Agreement, provided that Client provides prompt notice of any claim and cooperates in the defense.

8.2 By Client. Client shall indemnify, defend and hold harmless Facilitator from and against any third-party claims arising from Client's negligence, misuse of Deliverables, or breach of representations and warranties in this Agreement.

9. INSURANCE

9.1 Insurance. During the Term, Facilitator shall maintain commercial general liability insurance and professional liability/errors and omissions insurance with limits reasonably satisfactory to Client. Upon request, Facilitator shall provide certificates of insurance evidencing such coverage.

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party No. of Days: days prior to the effective date of termination.

10.2 Termination for Cause. Either Party may terminate immediately for material breach by the other Party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Facilitator for Services performed and authorized expenses incurred through the effective date of termination.

11. NOTICES

11.1 Method. All notices under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses specified above or to such other address as a Party may designate by written notice. Notice shall be effective upon receipt.

12. AMENDMENTS

12.1 Amendment. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13. WAIVER

13.1 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT

15.1 Integration. This Agreement, together with any Statements of Work and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

16.1 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

17. COUNTERPARTS

17.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

ADDITIONAL TERMS

Sign Now