Leadership Team Rosters

LEADERSHIP TEAM ROSTER AND SERVICES AGREEMENT

This Leadership Team Roster and Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Party A (Service Provider)

Party B (Client)

RECITALS

WHEREAS, Provider is in the business of delivering leadership development, executive advisory and organizational design services and maintains confidential rosters of leadership personnel whose credentials and assignments shall be made available to Client under the terms of this Agreement;

WHEREAS, Client desires to retain Provider to supply leadership team services and to maintain a Leadership Team Roster of individuals assigned to Client projects, and Provider is willing to provide such services and roster access subject to the terms and conditions set forth herein;

WHEREAS, the parties intend that the roster maintained by Provider shall be incorporated into the scope of services and updated as set forth below to reflect the leadership team responsible for Client matters;

SCOPE OF WORK

Provider shall perform leadership services for Client and maintain an up-to-date Leadership Team Roster listing each individual assigned to Client engagements. Provider's deliverables include leadership coaching, strategic advisory sessions, periodic team assessments, and maintenance of the roster described below.

LEADERSHIP TEAM ROSTER

The Leadership Team Roster shall identify key leaders assigned to Client matters. Provider shall update the roster within days of any personnel change. The initial roster shall include the following entries:

Roster Entry 1

Roster Entry 2

Roster Entry 3

Roster Entry 4

Roster Entry 5

Roster Entry 6

PAYMENT TERMS

As consideration for the services and roster maintenance described herein, Client shall pay Provider the fees set forth below, in accordance with the schedule and conditions provided. All fees are exclusive of applicable taxes unless otherwise specified.

Late payments shall accrue interest at the lesser of (i) the maximum rate permitted by law or (ii) and a one-time administrative fee of if not paid within days after invoice due date.

TERM AND TERMINATION

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

Either party may terminate this Agreement upon written notice delivered at least days prior to the effective date of termination. Provider may terminate immediately for material breach by Client that remains uncured for thirty (30) days following written notice. Client may terminate for Provider's material breach that remains uncured for thirty (30) days following written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments incurred by Provider on Client's behalf.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means proprietary or nonpublic technical, business, financial or other information disclosed, whether in writing, orally, visually or electronically, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information only for the purposes of performing its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice and cooperate with the disclosing party's efforts to seek confidential treatment or other protection.

By checking the box below, the authorized representative of each party acknowledges and agrees to abide by the confidentiality obligations set forth in this Agreement.

Client acknowledges confidentiality obligations

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or related to this Agreement shall be resolved in the state or federal courts located in that state, and each party submits to the jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, including all schedules and the Leadership Team Roster incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices shall be given in writing to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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