Leadership Materials Template

LEADERSHIP MATERIALS TEMPLATE

This General Business Agreement for development of leadership materials (the Agreement) is entered into as of Effective Date: by and between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client requires leadership development materials, including but not limited to training guides, slide decks, facilitator notes, participant workbooks, and assessment tools, to support organizational leadership programs (the Services);

WHEREAS, Provider represents that it possesses the professional expertise, personnel, and resources necessary to develop, customize and deliver such leadership materials in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the scope, timing, payment and ownership terms for the Services and final deliverables;

PROJECT TITLE & OBJECTIVE

SCOPE OF WORK

Provider shall perform the Services described below. The Scope of Work sets forth deliverables, formats and acceptance criteria. Provider will perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services, Client shall pay Provider as set forth below. All amounts are stated in the currency specified in this Agreement and exclude applicable taxes unless otherwise indicated.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after the notice period specified above. Termination shall not relieve Client of its obligation to pay for work performed or expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other party in connection with this Agreement. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and agents who need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations survive termination for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless the parties expressly agree otherwise in writing, Provider grants to Client a perpetual, exclusive, worldwide, transferable ownership interest in the final deliverables upon full payment of all amounts due. Provider retains ownership of Provider's pre-existing materials, templates, techniques, methodologies and general know-how used to create the deliverables. Provider may retain copies for archival and legal compliance purposes but shall not use Client-confidential content outside the license described herein without Client's prior written consent.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Provider warrants that the Services will be performed with reasonable skill and care. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence, willful misconduct, or breach of representations herein.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing herein creates any partnership, joint venture or employment relationship.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

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