Group Services Contract

GROUP SERVICES CONTRACT

This Group Services Contract ("Agreement") is entered into as of , by and between Client Name: , a Corporation LLC Individual with principal place of business at , and Service Provider Name: , a Corporation LLC Individual with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform group services consisting of training, facilitation, coordination, and related deliverables for groups of individuals as more fully described herein; and

WHEREAS, Provider has the professional capacity, experience, and personnel necessary to perform the group services and deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the performance, payment, ownership of work product, confidentiality, and other matters.

NOW, THEREFORE

In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall provide the group services and deliverables described in the Service Description attached hereto as Exhibit A and incorporated by reference. The core services to be provided are:

1.2 Performance Standards. Provider shall perform the services in a professional and workmanlike manner consistent with industry standards for similar services and shall comply with all applicable laws, rules, and regulations in the performance of the services.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with Section 11.

2.2 Renewal. Any renewal shall be by written agreement signed by both parties.

3. FEES AND PAYMENT

3.1 Payment Terms. Client shall pay undisputed invoices within days of receipt. Late payments shall bear interest at or the maximum permitted by law, whichever is less.

4. EXPENSES

Provider shall be reimbursed for pre-approved out-of-pocket expenses reasonably incurred in connection with the performance of the services. Reimbursable expenses shall be invoiced and supported by receipts. The parties agree that Provider will not incur reimbursable expenses in excess of without prior written approval from Client.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by either party related to business, participants, methods, or other proprietary matters, whether marked confidential or reasonably understood as confidential.

5.2 Obligations. Each party shall (a) hold Confidential Information in confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) restrict disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.3 Exceptions. Confidential Information does not include information that is (a) publicly available through no breach, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other party's Confidential Information, or (d) required to be disclosed by law, provided that the disclosing party gives prompt notice and cooperates with any protective measures.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each party retains all right, title, and interest in its pre-existing intellectual property and tools, including methodologies and templates, and grants no rights except as expressly provided in this Agreement.

6.2 Work Product. Subject to Provider's retained Background IP, all deliverables created specifically for Client under this Agreement ("Work Product") shall be deemed a work for hire and, upon full payment of all amounts due, Provider hereby assigns to Client all right, title and interest in such Work Product. Provider shall retain a royalty-free, non-exclusive license to utilize general skills, know-how, and non-confidential techniques developed while performing the services.

7. SUBCONTRACTING

Provider may engage subcontractors to perform portions of the services, provided Provider remains responsible for the subcontractor's acts and omissions. Provider shall provide Client with written notice of any proposed subcontracting arrangement and shall obtain Client's prior written consent, which shall not be unreasonably withheld.

8. WARRANTIES AND DISCLAIMERS

Provider warrants that (a) it will perform services in a professional and workmanlike manner consistent with industry practice, and (b) the services will materially conform to the specifications set forth in this Agreement. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of its representations, warranties, or its negligent acts or willful misconduct.

9.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider, its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses arising out of Client's use of the services in violation of this Agreement or Client's breach of its obligations hereunder.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERMINATION

11.1 Termination for Cause. 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 receipt of written notice specifying the breach.

11.2 Termination for Convenience. Client may terminate this Agreement for convenience upon days' prior written notice to Provider. In the event of such termination, Client shall pay Provider for all services performed and reasonable non-cancellable commitments incurred through the effective date of termination.

11.3 Effect of Termination. Upon termination, each party shall return or destroy the other's Confidential Information, and Provider shall deliver any completed Work Product for which Client has paid. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), or nationally recognized overnight delivery service, or by verified email to the addresses provided.

13. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to exercise any right shall not constitute a waiver of that right unless such waiver is in writing and signed by the waiving party.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto, 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.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

17. COUNTERPARTS; ELECTRONIC SIGNATURE

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned PDF or electronic signature service) shall be binding and have the same effect as original signatures.

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