Proficiency Service Agreement

PROFICIENCY SERVICE AGREEMENT

This Proficiency Service Agreement (the Agreement) is entered into by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of developing, assessing, and delivering proficiency evaluation and training services designed to measure and improve proficiency in specified subject areas; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the performance standards, deliverables, payment terms, confidentiality obligations, and governing law set forth in this Agreement shall control their relationship.

SCOPE OF SERVICES

Service Provider will provide professional proficiency services (the Services) as described below. The Services shall include design, administration, scoring, reporting, and recommended remediation actions unless otherwise limited in writing.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the Services and deliverables. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated pursuant to this Section.

Either party may terminate for material breach if the other party fails to cure a material breach within 30 days of written notice. Termination shall not relieve Client of obligations to pay for Services performed and expenses incurred through the effective date of termination. Upon termination Service Provider shall deliver completed deliverables and an itemized final invoice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Service Provider and Client agree to hold Confidential Information in confidence, to use it solely for performance under this Agreement, and to disclose it only to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (a) is or becomes public through no fault of the recipient; (b) was lawfully known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. If disclosure is compelled by law, the recipient shall provide notice to the discloser to permit a protective order or other remedy.

INTELLECTUAL PROPERTY AND USE OF DELIVERABLES

Except as otherwise agreed in writing, Service Provider retains ownership of its pre-existing methodologies, tools, templates, and know‑how. Subject to Client's payment in full, Service Provider grants Client a non-exclusive, non-transferable license to use the deliverables for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to their original licenses.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and is not an employee, partner, or agent of Client. Service Provider is solely responsible for all employment, payroll, and withholding obligations for its personnel and contractors.

WARRANTIES AND REMEDIES

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly stated, Service Provider disclaims all other warranties, express or implied. Client's sole and exclusive remedies for breach of this Agreement shall be re-performance of the deficient Services or refund of amounts paid for such Services, at Service Provider's election.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special, or punitive damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. Notices are effective on receipt.

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 law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

MISCELLANEOUS

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of all or substantially all assets.

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