Lead Guide Agreement

LEAD GUIDE AGREEMENT

This Lead Guide Agreement (Effective Date: ) is entered into by and between Company Name: , an entity formed under the laws of State: with principal place of business at Address: (\"Company\"), and Lead Guide Name: , an individual residing at Address: (\"Lead Guide\").

RECITALS

WHEREAS, Company operates guided tours, excursions, and related outdoor recreational activities and markets such services to clients and the public; and

WHEREAS, Lead Guide has training, certifications, experience, and the ability to provide leadership, safety oversight, route guidance, and interpretive services required for the operation of such guided activities; and

WHEREAS, the parties desire to set forth the terms under which Lead Guide will provide services to Company on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. SERVICES

1.1 Scope of Services. Lead Guide shall provide professional guiding services, supervision of participants, safety management, route planning, client briefings, and interpretive commentary as assigned by Company (collectively, the \"Services\"). A detailed description of Services and required certifications is set out below.

1.2 Territory and Assignments. Lead Guide will perform Services in the following regions and locations: . Company may assign trips and schedules in its discretion consistent with Lead Guide's availability and certifications.

2. TERM

2.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 10.

3. COMPENSATION

3.1 Fees. Company shall pay Lead Guide compensation as follows: Rate Type: ; Amount: $ per .

3.2 Payment Terms. Company will render payment within days after submission of an invoice that itemizes Services performed. Company may withhold amounts reasonably disputed in good faith pending resolution.

4. INDEPENDENT CONTRACTOR

4.1 Status. Lead Guide is engaged as an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency. Lead Guide is responsible for all federal, state and local taxes, workers' compensation obligations, and for securing any permits or licenses required to perform the Services.

5. STANDARDS, CERTIFICATIONS AND EQUIPMENT

5.1 Standards. Lead Guide shall perform Services in a competent, safe and professional manner consistent with industry standards and Company policies. Lead Guide shall maintain required certifications and training (first aid, CPR, guiding qualifications, and any jurisdictional permits).

5.2 Equipment and Uniforms. Company will provide or authorize the purchase of required equipment as set forth in the Services Description. Lead Guide shall maintain equipment in safe working condition and return Company-owned items upon termination.

6. CONFIDENTIALITY

6.1 Confidential Information. Lead Guide acknowledges that during the term of this Agreement Lead Guide will have access to confidential and proprietary information of Company including client lists, pricing, safety protocols, route-specific data, and marketing plans (\"Confidential Information\"). Lead Guide agrees not to use or disclose Confidential Information except as required to perform Services and shall take reasonable measures to protect such information.

6.2 Survival. The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, or longer if required by applicable law for trade secrets.

7. INTELLECTUAL PROPERTY; WORK PRODUCT

7.1 Work Product. All materials, documents, route descriptions, photographs, audio and video recordings, guides, maps, data and other deliverables created or developed by Lead Guide in the performance of Services (\"Work Product\") shall be owned exclusively by Company. Lead Guide assigns and hereby assigns all right, title and interest in such Work Product to Company without further consideration.

7.2 License Back. Company may grant Lead Guide a limited, revocable license to use certain Work Product solely as necessary to perform Services, subject to Company policies and this Agreement.

8. INSURANCE AND INDEMNIFICATION

8.1 Insurance. Lead Guide shall maintain in full force and effect liability insurance with limits not less than $ per occurrence and workers' compensation coverage as required by law. Lead Guide shall provide certificates of insurance upon request.

8.2 Indemnification. Lead Guide shall indemnify, defend and hold harmless Company, its officers, agents and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Lead Guide's negligent acts, omissions or willful misconduct in performance of the Services. Company shall indemnify Lead Guide to the extent such claims arise from Company's gross negligence or willful misconduct.

9. TERMINATION

9.1 For Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured after days' written notice specifying the breach.

9.2 For Convenience. Company may terminate this Agreement without cause upon days' prior written notice to Lead Guide. Upon termination Lead Guide shall promptly cease Services and return Company property.

10. NOTICES

10.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), addressed to the party at the address set forth below or to such other address as either party may designate in writing.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of State: without regard to conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with any attachments and written schedules executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings.

11.3 Amendments. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

11.4 Waiver. Failure by either party to enforce any provision of this Agreement will not constitute a waiver of that provision or of the party's right to enforce such provision at a later time.

11.5 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be amended to the minimum extent necessary to make it valid and enforceable.

11.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall have the same effect as original signatures for all purposes.

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