Legal Mastermind Agreement

LEGAL MASTERMIND AGREEMENT

This Legal Mastermind Agreement ("Agreement") is entered into as of by and between: Facilitator Name: , Facilitator Address: ; and Participant Name: , Participant Address: .

RECITALS

WHEREAS, Facilitator organizes and facilitates a legal mastermind program designed to facilitate collaboration, peer advisory sessions, education, and accountability for licensed attorneys and legal professionals; and

WHEREAS, Participant desires to participate in the mastermind program and to receive the services described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to membership, confidentiality, intellectual property, fees and the conduct of mastermind meetings.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Mastermind" means the program of facilitated meetings, training, resource sharing and peer advisory sessions conducted by Facilitator; "Confidential Information" means non-public business, legal, client-referral and personal information disclosed in the Mastermind pursuant to Section 3.

2. SCOPE OF SERVICES

Facilitator agrees to provide and coordinate mastermind sessions, materials, guest presentations, and reasonable administrative support as described in the attached program description or materials provided at onboarding. Facilitator's obligations are limited to organization and facilitation; Facilitator does not provide legal advice to Participant through the Mastermind unless separately agreed in writing.

3. CONFIDENTIALITY

Each party acknowledges that participation will involve disclosure of Confidential Information. The receiving party shall: (a) hold such Confidential Information in strict confidence; (b) use it solely for purposes of participation in the Mastermind; and (c) not disclose it to third parties except to employees, advisors or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally known to the public other than through breach of this Agreement, or that is rightfully obtained from a third party without restriction.

4. INTELLECTUAL PROPERTY

All materials, curricula, templates and proprietary content provided by Facilitator in connection with the Mastermind are the exclusive property of Facilitator or its licensors. Participant is granted a limited, non-transferable, non-sublicensable license to use such materials for Participant's internal professional purposes only. Participant shall not reproduce, resell, distribute or create derivative works of Facilitator materials without prior written consent.

5. FEES, PAYMENT AND REFUNDS

Participant shall pay Facilitator the fee set forth below in consideration for participation in the Mastermind. Fees are non-refundable except as expressly provided in this Agreement.

6. TERM AND TERMINATION

The initial term of this Agreement begins on and continues until unless earlier terminated in accordance with this Section. Either party may terminate for material breach if the other party fails to cure within thirty (30) days after written notice. Facilitator may terminate immediately for nonpayment.

7. MEETINGS, SCHEDULE AND PARTICIPATION

Meetings will be scheduled according to the agreed frequency and format. Participant agrees to attend meetings punctually, to actively participate, and to prepare materials when requested. The default meeting frequency is:

8. NON-SOLICITATION AND CONFLICTS

During the Term and for a period of twelve (12) months thereafter, Participant will not directly solicit Facilitator clients or personnel introduced through the Mastermind without Facilitator's prior written consent. Participant represents that participation does not violate any agreement, duty, or legal obligation to third parties.

9. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party, its officers, directors, employees and agents from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, willful misconduct or negligent acts.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY PARTICIPANT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

11. NOTICES

Notices under this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses below. Notice is effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. The failure to exercise any right will not constitute a waiver. This Agreement may be executed in counterparts, each of which is deemed an original, and electronic signatures have the same effect as originals.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement will be governed by and construed in accordance with the substantive laws of the state specified below without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

14. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that performance will not violate any other agreement, and that the person signing on its behalf is duly authorized to bind such party.

15. MISCELLANEOUS

If any provision of this Agreement is unenforceable, the parties shall negotiate in good faith to modify such provision to effectuate the original intent. Headings are for convenience only and do not affect interpretation.

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